Schedule 1 – Call Off Procedures

Introduction

This Schedule 1 sets out how Call Offs under this Agreement will operate. There are two types of Call Off from the framework: Mini-Competitions. and Direct Call Offs. Direct Call Offs will only be used in Exceptional Circumstances

“Exceptional Circumstances” means when either: there is a requirement for specialist skills/experience to deliver the Programme Works only

held by a single member of the Framework; or there is insufficient time available to run a mini-competition and construct the Programme

Works within the programme for the development.

“Invitation Documents” shall include but not be limited to:

Evaluation Matrix and timescales for the Mini-Competition Employer’s of Requirement Documents ( including Appendices, Specification and

Drawings) Form of Contract, Amendments and Contract Particulars Programme, Health and Safety Preconstruction Information Pricing Schedule

A Mini-Competitions

1.0 Mini-Competitions shall be used to award Appointments in all circumstances except in Exceptional Circumstances.

1.1 The Employer shall send a request for an expression of interest to each of the Consultants appointed under the Agreement to the relevant lot. Consultants will be requested to submit a response electronically through ProContract within a specific timescale, as to whether or not they wish to participate in the Mini-Competition. Consultants who do not respond to the request for expressions of interest by the specified submission date shall be deemed not to be interested in participating in the Mini-Competition.

As part of the expression of interest process, the Consultant will be requested to provide updated financial information, where such information should be available i.e. audited accounts or a statement of turnover, profit and loss and cash flow (where audited accounts aren’t relevant) as per the original tender evaluation process – Main Consultant selection questions. 

In addition, the Consultant shall provide updated information on legal or arbitration proceedings that could have a material effect on the financial or business position of the Consultant and on the Consultant’s existing debt facilities and confirmation that it is in compliance with the terms and covenants.  Bidders should also confirm that they expect to fully meet their debt facility covenants going forward after having taken into account major items of expenditure such as capital expenditure.  

The Employer will carry out the following checks before proceeding to the next stage of the Mini-Competition:

a. That the annual turnover is at least two or more times the value of the Total Fees in question;

b. The total value of other Contracts awarded to the Consultant as a consequence of any of the Sanctuary Consultant frameworks does not exceed 50 per cent of the Consultants’ turnover, ignoring any project that will be within one month of completion at the programmed commencement date of the Framework Services that the Mini-Competition relates.

Any new financial information provided as part of the expression of interest, process will be assessed by Sanctuary’s in-house, professionally qualified financial due diligence team. Where in the opinion of Sanctuary’s of  in-house, professionally qualified financial due diligence team the Consultant represents a significant financial risk which would not be resolved by the provision of Bank or Parent Company Guarantees or bank references, then the Consultant will not be allowed to proceed further with the Mini-Competition.  Where a Consultant fails to provide updated financial information and any current information is at least 6 months out of date from the point when new information should have been available, the Employer reserves the right to exclude the Consultant from participating in the Mini-Competition.

1.2 The Employer shall send Invitation Documents to those Consultants identified pursuant to paragraph B2 above. The Invitation Documents shall comprise a full set of tender documents including details of the relevant project and the requested Framework Services, and a template for responding to the Invitation Documents, including the evaluation criteria (where these differ from those set out in the Mini-Competition Rules and a Pricing schedule as applicable. To be considered for the award of a Contract for the Framework Services, the Consultant must submit a written response to the specific issues covered in the template for responding to the Invitation Documents, within a defined timescale.

1.3 The timescale identified in paragraph B3 above shall be proportionate to the complexity of the Framework Services that are the subject of the Mini-Competition.

1.4 All submissions in response to Invitation Documents (the “Consultant's Mini-Tender”) must be submitted via the ProContract electronic portal. See the associated Mini-Competition Rules Set out in Schedule 1 (Part 2) to this Agreement.

1.5 The contents of all Mini-Tenders submitted by Consultants will remain confidential until the timescale for responding as specified in the Invitation Documents has expired. All Mini-Tenders received by the prescribed deadline will be checked for compliance (see Schedule 1 -Part 2) which sets out with the rules that apply to Mini-Competitions. If a Mini-Tender is, at any stage of the Mini-Competition, not compliant, or ceases to be compliant, then the Employer reserves the right to not evaluate that Mini-Tender any further and/or eliminate that Consultant from the Mini-Competition.

1.6 The Employer shall evaluate all Mini-Tenders received from Consultants pursuant to paragraph B5 above in accordance with the evaluation criteria set out in paragraphs B8, B9 and B10 below, except where alternative evaluation criteria are set out in the Invitation Documents for the Mini-Competition.

1.7 Unless stated otherwise in the Invitation Documents, the evaluation criteria for Mini-Tenders shall be as follows:

Evaluation Criteria Weighting

Quality

1. [tbc as relevant to the framework] [n% tbc]

2. [Please identify the key opportunities and constraints that arise in respect of the specific scheme demands of the Employer's brief, and describe how would you will effectively and efficiently address these opportunities and constraints. Max word count [n]]

[n% tbc]

3. [Please describe how you will bring your knowledge and lessons learnt experience to bear in the design and delivery phases of the scheme in respect of the scheme tenure/product/target consumer group. Max word count [n]]

[n% tbc]

4. [Please describe how you will support the Employer in achieving a viable scheme, given the desired outcomes/constraints of the

[n% tbc]

scheme, as stated in Invitation Document Max word count [n] ].

Evaluation Criteria Weighting

Quality

5. [Please describe how your design will promote quality into the pre start and on site phases and ensure the associated controls are in place. Max word count [n]]

[n% tbc]

6. [Please describe your approach to managing quality control in the delivery phase of the scheme prior to the handover inspection process. Max word count [n]]

[n% tbc]

7. [Please describe the principal learning points that you bring from previous projects and how you will apply them to the scheme and the benefits that you anticipate such learning will make to the outcome of the scheme. Max word count [n]]

[n% tbc]

8. [Please set out the specific design health and safety risks which need to be considered in this project and the measures you will take to actively manage such risks. Max word count [n]]

[n% tbc]

9. [Please identify what you consider to be the key planning and design development risks associated with the delivery of the project and describe how you would manage these risks. Max word count [n]]

[n% tbc]

10. [Please describe how you will manage the post contract phase to ensure timely delivery of construction information. Max word count [n]]

[n% tbc]

11. [Please describe the role you will play in ensuring the Employer receives the design vision and product outcomes it requires as per [ref.] of the Invitation Documents, taking into account the commercial pressures that might reasonably be expected to be exerted by a Consultant for the associated works. Max word count [n]]

[n% tbc]

Technical

1. [tbc as relevant to the framework] [n% tbc]

2. [etc.] [n% tbc]

[n% tbc]

[n% tbc]

Price [n% tbc]

Total 100%

1.8 The following scoring methodology will be applied to Consultants' responses in respect of the qualitative [and technical] evaluation criteria:

For technical evaluation criteria:

Score

Rating Criteria for awarding score

5 ExcellentThe Consultant has provided responses that are robust and supported by suitable and relevant evidence which exceeds the Employer’s requirements.

4 Good The responses are compliant and the Consultant has provided responses that demonstrate through suitable and

relevant evidence that meets the Employer’s requirements

3 Acceptable

The responses are sufficiently detailed and mostly compliant. The Consultant has provided responses that demonstrate through suitable and relevant evidence that mostly meets the Employer’s requirements

2Acceptable with Minor Reservations

The responses are superficial and generic. The Consultant has provided insufficient responses or the responses given demonstrate limited evidence to meet the Employer’s requirements.

1Unacceptable with Serious Reservations

The Consultant has provided wholly insufficient responses or the responses given demonstrate very limited evidence to meet the Employer’s requirements.

0 Unacceptable

The Consultant has not answered the question, has omitted information and/or has provided information that is not relevant and the Employer is unable to evaluate the evidence provided.

Each qualitative [and technical] evaluation criterion will be scored and the relevant weighting applied. The weighted scores for each individual criterion will then be added together to give a total score as stated in the Invitation documents.

1.9 The scoring methodology for the price will be set out in the Invitation Documents. It will be based on a differential method whereby the lowest tendered price will score the maximum mark; the other tendered prices will then be ranked by reference to the lowest tendered price. Each tenderer's price will then be weighted by reference to the lowest tendered Price to give a score for Price. [Any pricing errors identified will be dealt with in accordance with the JCT Tendering Practice Note 2012 Alternative 2

1.10 Following evaluation of the Consultant's responses to the Invitation Documents against the evaluation criteria, the [combined] qualitative [and technical] score and the score for Price will be added together to give total scores for each Consultant's response. The Employer will select that Consultant with the highest score as Preferred Consultant, since its response to the Invitation Documents will represent the most economically advantageous tender response.

1.11 Depending on the nature and value of the Programme, the Employer may require insurance cover in excess of the levels otherwise stated in this Agreement.

1.12 Prior to making an award pursuant to the Mini-Competition, the Employer shall ask for evidence (as necessary) of the Consultant's responses to the Selection Questionnaire to ensure that it still compliant.

1.13 If the Employer makes an award pursuant to this procedure, the Employer will issue an Appointment to the Preferred Consultant and notify, via ProContract, all other Consultants who submitted a Mini-Tender of the outcome of the Mini-Competition. The Appointment will be published in Contracts Finder.

1.14 Note that all Consultants invited to participate in a Mini-Competition will be responsible for their own costs.

Mini-Competition Rules

Introduction

This Section sets out the rules for conducting Mini-Competitions Rules that apply to Mini Competitions. Rules that apply to both types of Call Off are set out in 3.0 belowConsultant’s Mini-Tenders must be submitted in accordance with the relevant Rules. Consultant’s Mini-Tenders that do not comply with the Rules in any particular way may be rejected by the Employer, whose decision in the matter shall be final.

All tenders will be undertaken through the Employer’s tender portal, ProContract.

1.15 Pursuant to this Agreement, Consultants who have expressed an interest in participating in a mini-Competition will be invited to submit a Mini-Tender for carrying out of certain Framework Services as described in the associated Invitation Documents. Words and expressions used in the Mini-Competition documents shall have the meanings used in the Agreement.

Mini-Tender is to be prepared in accordance with the instructions given in the Invitation Documents. Consultants must include all information requested.

1.16 Consultants are responsible for obtaining all information necessary for the preparation of their Mini-Tenders. If a Consultant requires any further information or wishes to raise any query, such requests must be made through ProContract as a clarification. Clarification questions received by any other method will not receive a response.

1.17 There is no limit on the number of clarifications that a Consultant may seek, nor on the number of occasions on which clarifications may be sought, provided they are received by the Employer no later than ten working days before the date specified for the return of Mini-Tenders. The Employer will seek to answer clarification questions within five working days.

1.18 In order to treat Consultants fairly, the Employer will normally provide an anonymised copy of any clarification questions, and the answers to those questions, to all Consultants participating in the Mini-Competition. Provision will be made for Consultants to request clarification in confidence (this request must be clearly marked at the outset of each question stating the reasons why such a question is commercial and in confidence), but in responding to such requests the Employer reserves the right to act in what it considers a fair manner and in the best interests of the Mini-Competition, which may include circulating the response to all Consultants.

1.19 All costs, claims, losses, expenses and liabilities incurred by any Consultant, sub-Consultant, partner, supplier, funder, authorised representative or advisor in connection with the preparation and submission of a Mini-Tender, and in discussion with the Employer, and (in the case of acceptance of a Mini-Tender by the Employer) in connection with the execution of the relevant Appointment, and all and any relevant documents, shall be borne by that Consultant, including if the Mini-Tender is terminated or amended by the Employer.

1.20 The fact that a Consultant has been invited to submit a Mini-Tender does not necessarily mean that it has satisfied the Employer as to its capability to provide the Framework Services. Furthermore, the Employer makes no representation regarding any Consultant’s financial stability, technical competence or ability in any way to carry out any Framework Services.

1.21 The Employer may request evidence to support a Consultant's responses to the Selection Questionnaire at any point during the Call Off provided in order to ensure the proper conduct of the procedure.

1.22 The attention of Consultants is drawn to this Agreement and the details set out in the Invitation Documents Consultants are advised to familiarise themselves with the contents of these documents thoroughly before compiling their Mini-Tender.

1.23 The indicative timescales for the Mini-Competition will be set out in the Invitation Documents.

1.24 Submission of Mini-Tenders

1.25 Mini-Tenders must be submitted via ProContract. No Mini-Tenders are to be submitted in hard copy format except where expressly requested, for example plans or drawings which may be requested separately.

1.26 No unauthorised alteration or addition (save for the inclusion of the relevant information) should be made to the form of the Mini-Competition documents (see Appendix A) provided in the

Invitation Documents or any other part of the documents enclosed therein. Mini-Tenders must not be qualified in any way and must be submitted strictly in accordance with the Invitation Documents, including these Rules.

1.27 To be considered, Mini-Tenders must be:

i. received via the ProContract portal no later than the date and time set out in the Invitation Documents.

ii. be kept open and valid for acceptance by the Employer for a period of six months following the deadline for submitting the Mini-Tender or such longer period as may be agreed with the Employer.

iii. any Mini-Tenders or other supporting documents received after such time and date may not be accepted by ProContract and in any event shall not be accepted by the Employer for the purposes of the Mini-Competition.

iv. should Consultants decide not to submit a bid, Consultants are requested to notify the Employer via the pro Contract messaging function of the reason(s) for not submitting a bid.

v. the Employer reserves the right to request Consultants to resubmit their bids at any time during the post submission and clarification stage of the procurement.

vi. the Mini-Tenders or other supporting documents shall be completed in the English language and all monetary amounts shall be stated in pounds sterling.

1.28 Consultants may be required to provide presentations to stakeholders and other relevant Employer officers. The provisional date for such presentations will be set out in the Invitation Documents should ensure that the relevant staff are available to attend, including as a minimum:

1.32.1 the person submitting the Mini-Tender on behalf of the Consultants’ organisation; and

1.32.2 the relevant manager (or equivalent) who will oversee the Framework Services, if successful.

1.29 Consultants should note that any appointment, its formation, interpretation and performance shall be subject to and interpreted in accordance with the laws of England as identified in the Invitation Documents.

1.30 Consultants should include in their Mini-Tenders all information required by the Invitation Documents and all costs necessary to undertake the Framework Services safely and in compliance with all statutory provisions and other rules or regulations.

1.31 Rejection of Mini-Tenders

1.32 Any Proposal or other documents submitted by any Consultant in respect of which the Consultant:

1.32.1 Fixes or adjusts the amount, prices, charges and rates shown:

a. by or in connection with any agreement or arrangement with any other person; or

b. by reference to any other Direct Call Off Proposals or Mini-Tenders; or

1.32.2 Communicates to any person, other than the relevant the Employer personnel, any information except in accordance with paragraph B2.1 above; or

1.32.3 Enters into any agreement or arrangement with any other person that such other person shall refrain from submitting Mini-Tenders or shall limit or restrict the amounts,

prices, charges and rates to be shown by any other Consultant in its Proposals and other documents; or:

a. offers or agrees to pay or give, or does pay or give, any sum of money, inducement or valuable consideration directly or indirectly to any person for doing, or having done, or causing or having caused to be done, in relation to any other Consultant or any other Direct Call Off Proposal or Mini-Tender or other documents, any act or omission; or

b. has directly or indirectly canvassed any member or official of the Employer concerning the acceptance of any Direct Call Off Proposal or Mini-Tender or has directly or indirectly obtained or attempted to obtain information from any such member or official concerning any other Direct Call Off Proposal or Mini-Tender submitted by any other Consultant; or

c. fails to use the English language; or

d. fails to state monetary amounts in pounds sterling,

shall not be considered for acceptance and shall accordingly be rejected by the Employer, provided always that such non-acceptance or rejection shall be without prejudice to any other civil remedies available to the Employer in respect thereof or to any criminal liability that such conduct by a Consultant may attract.

1.33 Non-Consideration of Mini-Tenders

1.34 The Employer may, in its absolute discretion, refrain from considering Mini-Tenders if either:

1.34.1 In any respect, it does not comply with the requirements of the Invitation Documents and these Rules; or

1.34.2 The Mini-Tenders contain any significant omissions.

1.35 Acceptance of Mini-Tenders and Appointment

a. The Employer may, without limitation, undertake site visits, seek references, require presentations to be given and undertake clarifications as part of the evaluation process. All information and documents submitted by Consultants by the due date for Mini-Tender submissions will be considered, as well as any other information that the Employer requires to be submitted.

b. The Employer shall not be bound to accept any Mini-Tender and reserves to itself the right, at its absolute discretion, to accept or not accept any Mini-Tender submitted.

c. The Employer reserves the right to, at its discretion:

1. waive the requirements of the Mini-Competition in whole or in part; disqualify any Consultant whose Mini-Tender does not comply with the response requirements set out in the Invitation Documents;

2. to seek additional information or verification, if the Employer has legitimate concerns about a Consultant's ability to perform its obligations, including (without limitation) in a financially secure way, over the term of the Framework Services;

3. to cancel or withdraw from the Mini-Competition at any stage;

4. to make an award in respect of the Mini-Competition for part only of its requirements or not make an award at all, regardless of whether or not a Consultant meets the evaluation criteria.

5. not to appoint a Preferred Consultant, or where a Preferred Consultant has been appointed, not to make an Appointment.

6. to accept any Mini-Tender submitted pursuant to the Invitation Documents.

1.36 Consultant’s Warranties

a. In submitting its Mini-Tenders each Consultant warrants, represents and undertakes to the Employer that:

i it has not done any of the acts or matters referred to in paragraphs 3.1.3(a) - 3.1.3(d) above and has complied in all respects with these Rules;

ii all information, representations and other matters of fact communicated (whether in writing or otherwise) to the Employer by the Consultant, its employees or agents in connection with or arising out of the Mini-Tenders are true, complete and accurate in all respects;

1.37 It has made its own investigations and research and has satisfied itself in respect of all matters, (whether actual or contingent), relating to the Mini-Tenders;

1.38 It has satisfied itself as to the correctness and sufficiency of the information it has inserted in the Mini-Tender;

1.39 It has full power and authority to enter into an Appointment and undertake the Framework Services;

1.40 It is of sound financial standing and has and will have sufficient premises, working capital, skilled personnel, vehicles, plant, goods and materials and other resources available to it to carry out the Framework Services;

1.41 It has obtained all necessary consents, licences and permissions to enable it to carry out the Framework Services and will from time to time obtain and maintain all further and other necessary consents, licences and permissions to enable it to continue to do so; and

1.42 It will not at any time claim or seek to enforce any lien, charge, or other encumbrances over property of whatever nature owned by the Employer and that is for the time being in the possession of the Consultant.

1.43 Where there is a change to the information provided to the Employers at any time, the Consultant will advise the Employer as soon as practicable, even if this is prior to the date of submitting the Mini-Tender and disclose such changes in full.

2 Direct Call Offs

2.1 Direct Call Offs are permitted provided that the rates set out in the Price Framework are appropriate for the Programme being undertaken. Where the rates are not appropriate, a Mini-Competition will be run in accordance with Mini-Competition procedure set out in Section B below.

2.2 When appointed to the framework, Consultants are ranked within the relevant lot(s) comprising the Framework based on the evaluation method described in the Invitation to Tender that formed part of the tender pack for the Framework. As part of the Direct Call Off process, the

Consultant will be requested to provide updated financial information, where such information should be available i.e. audited accounts or a statement of turnover, profit and loss and cash flow (where audited accounts aren’t relevant) as per the original tender evaluation process – Main Consultant selection questions. 

In addition, the Consultant shall provide updated information on legal or arbitration proceedings that could have a material effect on the financial or business position of the Consultant and on the Consultant’s existing debt facilities and confirmation that it is in compliance with the terms and covenants.  The Consultant should also confirm that they expect to fully meet their debt facility covenants going forward after having taken into account major items of expenditure such as capital expenditure.  

The Employer will carry out the following checks before proceeding to the next stage of the Direct Call Off:

a. That the annual turnover is at least two times or more the value of the Project Works in question;

b. The total value of other Contracts awarded to the Consultant as a consequence of any of the Sanctuary Consultant frameworks does not exceeds 50% of the Consultants’ turnover, ignoring any project that will be within 1 month of completion at the programmed commencement date of the Project Works that the Mini-Competition relates.

Any new financial information provided as part of the process will be assessed by Sanctuary’s in-house, professionally qualified financial due diligence team. Where in the opinion of Sanctuary’s of  in-house, professionally qualified financial due diligence team the Consultant represents a significant financial risk which would not be resolved by the provision of Bank or Parent Company Guarantees or bank references, then the Consultant will not be allowed to proceed further with the Direct Call Off.  Where a Consultant fails to provide updated financial information and any current information is at least six months out of date from the point when new information should have been available, the Employer reserves the right to exclude the Consultant from participating in the Direct Call Off

2.3 Where a Direct Call Off is used, Consultants will be called off on a ‘taxi rank’ basis, whereby the Framework Services will be offered to first-ranked Consultant in the relevant lot. The selected Consultant will be contacted prior to progressing with the project in order to ascertain the Consultant's availability for delivering the required Framework Services. Should the Consultant decline to undertake the Framework Services, the next-ranked Consultant in the lot will be contacted to establish its availability to undertake the Framework Services, and the process repeated until a Consultant confirms that it is available to undertake the Framework Services. In Exceptional Circumstances, where specific skills are require to undertake the Project Works, the Employer reserves the right to issue a questionnaire identifying the skills required and then construct a Project Works specific ranking to Call Off on a “taxi rank” basis.

2.4 Generally, declining to perform Framework Services will not count against a Consultant. Should a Consultant continually decline to undertake the Framework Services on more than three consecutive Direct Call Offs or the Employer establishes that Appointments are being declined by the Consultant due to circumstances not attributable to availability of either resources or specific competencies, then the Employer reserves the right to remove that Consultant from the framework.

2.5 For all Direct Call Offs, where the Consultant accepts the Appointment, it will be provided with a description of the project and the required Framework Services (set out in a Statement of Requirement), together with a template method statement for completion by the Consultant. The Consultant will be requested to set out how it will deliver the services, the resources to be used, and the associated costs which must refer to the rates set out in the Price Framework. Any amendments to the rates stated in the Price Framework must be annotated and explained. Where, in the reasonable opinion of the Employer, such amendments are unreasonable, the

Employer reserves the right not to proceed with calling off the Consultant and will contact the next-ranked Consultant in the lot in accordance with the provisions of this procedure.

2.6 All submissions in responses to Direct Call Offs (the “Direct Call off Proposal) must be submitted via the ProContract electronic portal. See the associated Direct Call Off Rules Set out in to this Agreement.

2.7 Prior to making an award pursuant to the Direct Call Off, the Employer shall ask for evidence (as necessary) of the Consultant's responses to the Selection Questionnaire to ensure that it still compliant.

2.8 If the Employer makes an award pursuant to this Direct Call Off procedure, the Employer will confirm the terms of the Appointment to the appointed Consultant. The Appointment will be published in Contracts Finder.

2.9 Note that all Consultants contacted in connection with a Direct Call Off will be responsible for their own costs.

Direct Call off Rules

This section sets out the rules for conducting Direct Call Offs. Rules that apply to both types of Call Off are set out in 3.0 below.

Direct Call off Proposals must be submitted in accordance with the relevant Rules. Direct Call Off Proposals that do not comply with the Rules in any particular way may be rejected by the Employer, whose decision in the matter shall be final.

2.10 All communication relating to Direct Call Offs (e.g. contact by the Employer to offer an Appointment in respect of Framework Services, provision by the Employer of the Statement of Requirement and template method statement) will be undertaken through the Employer’s tender portal, ProContract.

2.11 Pursuant to this Agreement, a Consultant who has expressed an interest in providing the called-off Framework Services in accordance with the Direct Call Off procedure will be invited to submit a Proposal for carrying out certain Framework Services as described in the associated Statement of Requirement. Words and expressions used in the Statement of Requirement shall have the meanings used in the Agreement.

2.12 A Proposal for carrying out the called-off Framework Services must be prepared in accordance with the template method statement provided to it. The Consultant must include all information requested.

2.13 The Consultant is responsible for obtaining all information necessary for the preparation of its Proposal. If the Consultant requires any further information or wishes to raise any query, such requests must be made through ProContract as a clarification. Clarification questions received by any other method will not receive a response.

2.14 There is no limit on the number of clarifications that a Consultant may seek, nor on the number of occasions on which clarifications may be sought, provided they are received by the Employer no later than [n] days before the deadline for submitting the Consultant's Proposal. The Employer will seek to answer clarification questions within [five] working days.

2.15 All costs, claims, losses, expenses and liabilities incurred by the Consultant, its sub-Consultants, partners, suppliers, funders, authorised representatives or advisors in connection with the preparation and submission of a Proposal, and in discussion with the Employer, and (in the case of acceptance of a Proposal by the Employer) in connection with the relevant Appointment, and all and any relevant documents, shall be borne by that Consultant, including if the Proposal is terminated or amended by the Employer.

2.16 The fact that a Consultant has been invited to submit a Proposal does not necessarily mean that it has satisfied the Employer as to its capability to provide the called-off Framework Services. Furthermore, the Employer makes no representation regarding any Consultant’s financial stability, technical competence or ability in any way to carry out any Framework Services.

2.17 The Employer may request evidence to support a Consultant's responses to the Selection Questionnaire at any point during the Call Off in order to ensure the proper conduct of the procedure.

2.18 The attention of Consultants is drawn to this Agreement and the details set out in the Invitation Document. Consultants are advised to familiarise themselves with the contents of these documents thoroughly before compiling their Proposal.

2.19 The indicative timescales for the Direct Call Off will be set out in the Invitation document.

Submission of Proposals

Proposals in response to a Direct Call Off must be submitted via ProContract. No Proposals are to be submitted in hard copy format except where expressly requested, for example plans or drawings which may be requested separately.

2.20 No unauthorised alteration or addition (save for the inclusion of the relevant information) should be made to the form of Direct Call Off Proposal provided to the Consultant (see Appendix B). Proposals must not be qualified in any way and must be submitted strictly in accordance with the Invitation Document and these Rules.

2.21 To be considered, a Proposal in response to a Direct Call Off must be:

2.22 Received via the ProContract portal no later than the date and time set out in the Invitation document.

2.23 Be kept open and valid for acceptance by the Employer for a period of 6 months following the deadline for submitting a Direct Call Off Proposal or such longer period as may be agreed with the Employer.

2.24 If a Proposal or other supporting documents is received after the timescale stated in the Statement of Requirement, it may not be accepted by ProContract and in any event shall not be accepted by the Employer for the purposes of the Direct Call Off.

2.25 Should the Consultant decide not to submit a Proposal, it must notify the Employer via the Pro Contract messaging function of the reason(s) for not submitting a Proposal.

2.26 The Employer reserves the right to request a Consultant to resubmit its Proposal at any time during the post submission and clarification stage of the Direct Call Off.

2.27 The method statement and other supporting documents shall be completed in the English language and all monetary amounts shall be stated in pounds sterling.

2.28 The Consultant may be required to provide presentations to stakeholders and other relevant Employer officers. The provisional date for such presentations will be set out in the Invitation Document The Consultant should ensure that the relevant staff are available to attend, including as a minimum:

2.29 The person submitting the Proposal on behalf of the Consultants’ organisation; and

2.30 The relevant manager (or equivalent) who will oversee the Framework Services, if successful.

2.31 Consultants should note that any appointment, its formation, interpretation and performance shall be subject to and interpreted in accordance with the laws of England or Scotland as identified in the Statement of Requirement.

2.32 The Consultant should include in its Proposal all information required by the Invitation Document and all costs necessary to undertake the Framework Services safely and in compliance with all statutory provisions and other rules or regulations.

Rejection of Proposals

2.33 Any Proposal or other documents submitted by any Consultant in respect of which the Consultant:

2.34 Fixes or adjusts the amount, prices, charges and rates shown:

a. by or in connection with any agreement or arrangement with any other person; or

b. by reference to any other Proposals; or

2.35 Communicates to any person, other than the relevant the Employer personnel, any information except in accordance with paragraph A2.1 above; or

2.36 Enters into any agreement or arrangement with any other person that such other person shall refrain from submitting Proposals or shall limit or restrict the amounts, prices, charges and rates to be shown by any other Consultant in its Proposals and other documents; or:

a offers or agrees to pay or give, or does pay or give, any sum of money, inducement or valuable consideration directly or indirectly to any person for doing, or having done, or causing or having caused to be done, in relation to any other Consultant or any other Proposal or other documents, any act or omission; or

b has directly or indirectly canvassed any member or official of the Employer concerning the acceptance of any Proposal or has directly or indirectly obtained or attempted to obtain information from any such member or official concerning any other Proposal submitted by any other Consultant; or

c fails to use the English language; or

d fails to state monetary amounts in pounds sterling,

shall not be considered for acceptance and shall accordingly be rejected by the Employer, provided always that such non-acceptance or rejection shall be without prejudice to any other civil remedies available to the Employer in respect thereof or to any criminal liability that such conduct by a Consultant may attract.

Non-Consideration of Proposals

2.37 The Employer may, in its absolute discretion, refrain from considering a Proposal if either:

2.38 In any respect, it does not comply with the Invitation Documents and these Rules; or

2.39 The Proposal contains any significant omissions; or

2.40 The Proposal, in the Employer's reasonable opinion, does not constitute value for money either when compared to the rates or percentages set out in the Price Framework or where the Employer may be able to achieve better value by running a Mini-Competition.

Acceptance of Proposals and Appointment

The Employer may, without limitation, undertake site visits, seek references, require presentations to be given and undertake clarifications as part of the evaluation process.

2.41 All information and documents submitted by Consultants by the due date for Mini-Tender submissions will be considered, as well as any other information that the Employer requires to be submitted.

2.42 The Employer shall not be bound to accept any Proposal and reserves to itself the right, at its absolute discretion, to accept or not accept any Proposal submitted.

2.43 The Employer reserves the right to, at its discretion:

waive the requirements of the invitation Document in whole or in part;

disqualify any Consultant whose Proposal does not comply with the response requirements set out in the Invitation Documents and the template method statement;

to seek additional information or verification, if the Employer has legitimate concerns about a Consultant's ability to perform its obligations, including (without limitation) in a financially secure way, over the term of the Framework Services;

to cancel or withdraw from the Direct Call Off at any stage;

to make an award in respect of the Direct Call Off for part only of its requirements or not make an award at all, regardless of whether or not a Consultant's Proposal meets the Invitation Documents

not to select a Consultant in respect of a Direct Call Off, or where a Consultant has been selected, not to make an Appointment.

to accept any Proposal submitted pursuant to a Invitation Document.

Consultant’s Warranties

2.44 In submitting a Proposal in connection with a Direct Call Off the Consultant warrants, represents and undertakes to the Employer that:

2.45 It has not done any of the acts or matters referred to in paragraphs 3.1.3(a) - 3.1.3(d) above and has complied in all respects with these Rules;

2.46 All information, representations and other matters of fact communicated (whether in writing or otherwise) to the Employer by the Consultant, its employees or agents in connection with or arising out of the Direct Call Off are true, complete and accurate in all respects;

2.47 It has made its own investigations and research and has satisfied itself in respect of all matters, (whether actual or contingent), relating to the Direct Call Off;

2.48 It has satisfied itself as to the correctness and sufficiency of the information it has inserted in the Direct Call Off Proposal;

2.49 It has full power and authority to enter into an Appointment and undertake the Framework Services;

2.50 It is of sound financial standing and has and will have sufficient premises, working capital, skilled personnel, goods and materials and other resources available to it to carry out the Framework Services;

2.51 It has obtained all necessary consents, licences and permissions to enable it to carry out the Framework Services and will from time to time obtain and maintain all further and other necessary consents, licences and permissions to enable it to continue to do so; and

2.52 It will not at any time claim or seek to enforce any lien, charge, or other encumbrances over property of whatever nature owned by the Employer and that is for the time being in the possession of the Consultant.

2.53 Where there is a change to the information provided to the Employers at any time, the Consultant will advise the Employer as soon as practicable, even if this is prior to the date of submitting the Proposal and disclose such changes in full.

3 Rules Applicable to Direct Call Offs and Mini-Competitions

Confidentiality

3.1 All information supplied by the Employer in connection with a Direct Call Off or a Mini-Competition shall be treated as confidential and a Consultant shall not, without the prior written consent of the Employer, at any time, make use of such information for its own purposes or disclose such information to any person (except as may be required by law or where such information is disclosed with the prior written agreement of the Employer for the purposes of obtaining sureties, guarantees or commitments from proposed sub-Consultants or suppliers and other information required to be submitted with a Direct Call Off Proposal or a Mini-Tender).

3.2 Consultants must not disclose the fact that they have been invited to submit a Direct Call Off Proposal or a Mini-Tender or release details of the Direct Call Off/Mini-Competition other than on a strictly confidential basis to those parties whom they need to consult for the purposes of preparing a Proposal or Mini-Tender, as applicable.

3.3 Consultants shall not at any time release any information concerning the Direct Call Off/Mini-Competition and/or their Proposal/Mini-Tender and/or any related documents and/or any negotiation and/or discussion with the Employer in this connection for publication in the press or on radio, television, screen or any other medium.

3.4 Each Consultant shall retain Intellectual Property Rights in all documents that it prepares as part of its Direct Call Off Proposal/Mini-Tender and the Employer shall not copy or use any such documents other than for the purpose of evaluating a Proposal or Mini-Tenders (as applicable) and appointing Consultants.

3.5 The Employer reserves the right to retain all Direct Call Off Proposals/Mini-Tenders submitted by Consultants throughout the period that their Proposals/Mini-Tenders remain valid and open for acceptance.

3.6 Each Consultant undertakes to indemnify the Employer and to keep the Employer indemnified against ail actions, claims, demands, liability, proceedings, damages, costs, charges and expenses whatsoever arising out of or in connection with any breach of the provisions of this paragraph C1 of these Rules.

Conflicts of Interest

3.7 Consultants are reminded of their continuing obligation to disclose actual, potential and perceived conflicts of interest pursuant to the conflicts of interest requirement set out in the Selection Questionnaire.

3.8 Consultants are responsible for ensuring that no conflicts of interest exist between themselves and their appointed advisors and the Employer and its appointed advisors. Any Consultant who fails to comply with this requirement may have its Proposal/Mini-Tender disqualified at the discretion of the Employer.

3.9 The Employer requires that all actual or potential conflicts of interest are resolved to its satisfaction prior to the submission of a Direct Call Off Proposal or a Mini-Tender. In the event that any actual, potential or perceived conflict of interest comes to a Consultant’s attention following the submission of its Proposal/Mini-Tender, that Consultant should immediately notify the Employer.

Consultant Changes

3.10 Consultants are reminded that they are subject to an on-going obligation to immediately notify the Employer of any material changes in their proposed arrangements as set out their Selection Questionnaire responses. This includes, but is not limited to, changes to the identity of proposed partners, suppliers, sub-Consultants or funders and the ownership or financial or other circumstances thereof and solvency of the Consultant. The Employer should be notified of any such material change as soon as it becomes apparent and the affected Consultant shall resubmit the relevant Parts of the Selection Questionnaire to the Employer as appropriate.

3.11 Failure to notify the Employer of any material changes or to comply with any of these provisions may lead to a Consultant being disqualified (in which case the provisions of paragraphs A4 or B4 above apply as applicable).

3.12 Where the Employer is notified of a change to a Consultant's response to the Selection Questionnaire, it will consider the revised Selection Questionnaire and may, depending on the Consultant's changes to its Selection Questionnaire responses, suspend the Consultant from the framework until the Consultant can self-certify that it is compliant with the requirements of the Selection Questionnaire.

General

3.13 Statements of Requirement and Invitation Documents and all other documents provided to Consultants will remain the property of the Employer and must be returned with the Direct Call Off Proposal or Mini-Tender or, if no Proposal or Mini-Tender is submitted, upon demand.

3.14 Consultants are advised to retain for themselves details of their submissions. The Employer reserves the right to make a charge if a Consultant requests a copy of its submitted Direct Call Off Proposal or Mini-Tender.

3.15 Consultants must at all times:

a comply with the Data Protection Act 1998 (as amended from time to time) (the DPA);

b indemnify the Employer s against loss, destruction or procuring of data contrary to the DPA by the Consultant, its servants or agents; and in accordance with paragraph 12 of Part 11 of Schedule 1 to the DPA, comply with obligations equivalent to those imposed by a data controller by the seventh principle of Part 1 of Schedule 1 to the DPA.

3.16 Although the Employer is not subject to the Freedom of Information Act 2000 (FOIA), information in relation to a Direct Call Off Proposal or a Mini-Competition may be made available on demand in accordance with the requirements of FOIA.

3.17 Consultants should state whether any of the information supplied by them is confidential, or commercially sensitive, or should not be disclosed in response to a request for information. Consultants should clearly mark the information that they deem to be confidential and/or commercially sensitive, and state why they consider the information to be confidential and/or commercially sensitive. They shall also set out what harm may result from disclosure of such information and the time period applicable to the sensitivity.

3.18 However, Consultants should be aware that even where a Consultant has indicated that information is commercially sensitive, the Employer is responsible for determining in its absolute discretion whether such information should be disclosed.

3.19 Consultants should also note that the receipt by the Employer of any information marked “confidential” or equivalent does not mean that the Employer accepts any duty of confidence by virtue of that marking, and that the Employer has the final decision regarding the disclosure of any such information in response to a request for information.

Disclaimer

3.20 The information issued for a Mini-Competition or a Direct Call Off or is presented in good faith and does not purport to be comprehensive or to have been independently verified. Neither the Employer, nor any of its advisors accept any responsibility or liability in relation to its accuracy or completeness or any other information which has been, or which is subsequently, made available to any Consultant, partner, supplier, sub-Consultant, funder or any of their respective advisors, orally or in writing or in whatever media. Such persons must therefore take their own steps to verify the accuracy of any information which they consider relevant and are not entitled to rely on any statement or representation made by the Employer or any of its advisors.

3.21 The Employer, the Employers’ members, directors, officers, employees, agents or advisers do not make any representation or warranty as to, or (save in the case of fraudulent misrepresentation) accept any liability or responsibility in relation to, the adequacy, accuracy, reasonableness or completeness of the Invitation Document / Invitation Documents and/or the information contained within it or any part of it (including but not limited to loss or damage arising as a result of reliance by the Consultant on the ITT / Statement of Requirement / Mini-Invitation Documents information or any part of it).

3.22 The subject matter of an ITT / Statement of Requirement / Mini-Invitation Documents shall only have contractual effect when it is contained in the express terms of an Appointment as provided in clause 4.5 of this Agreement.

Appendix A

Form of Mini-Tender

FORM OF MINI-TENDER FOR [ ], TO BE SUBMITTED BY [DATE].

[Name]

[Address]

Date:

UNCONDITIONAL AND IRREVOCABLE OFFER TO the Sanctuary Group IN RESPECT OF [type of Framework Services]

1 I/We the undersigned return this Mini-Tender and acknowledge that we are bound by our Proposals submitted pursuant to the Mini-Invitation (receipt of which is also acknowledged) consisting of the following:

Project and Works briefing and requirementsMini-Invitation including additional evaluation criteria (where these differ from those set out in the Mini-Competition Procedure) and response to Mini-Invitation template including, as applicable, a Pricing Schedule.Form of Appointment[Annex 1 Mini-Competition Rules][Annex 2 Evaluation Methodology] (where this differs from the evaluation methodology set out in the Mini-Competition Procedure).[Annex 3 Insurance Requirements] (where these differ from the minimum levels required under the Framework Agreement)

2 I/We hereby unconditionally and irrevocably offer to undertake the Framework Services requested to be provided and performed as set out in the Mini-Invitation, and in accordance with the Form of Appointment[ and at the rates and prices stated in the Pricing Schedule. I/We confirm that the rates and prices set out in the Pricing Schedule shall remain fixed for [ ] ([ ]) months from the date of this Form of Mini-Competition].

3 I/We confirm that:

(i) I/We are fully conversant with all the documentation comprising the Mini-Invitation and the Framework Agreement (the Documentation) and

(ii) This Mini-Tender is submitted strictly in accordance with the Documentation including, but not limited to the Mini-Competition Rules.

4 I/We have submitted with this Form of Mini-Tender copies of the following documents:

a The completed response to Mini-Invitation for the provision of the Framework Services [and]

[b The completed Pricing Schedule and]

c Any other required supporting documents.

5 I/We agree that this Mini-Tender shall remain open to be accepted or not by you and shall not be withdrawn for a period of [ ] ([ ]) months from the deadline for receipt of Mini-Tenders as set out in the Mini-Competition Rules, or such longer period as may be agreed with the Employer .

6 I/We agree that I/we shall commence the Framework Services when instructed to do so by you pursuant to the terms of the Appointment.

7 I/We certify that the details of this Mini-Tender and the Documentation have not been communicated to any other person or adjusted in accordance with any agreement or arrangement with any other person or organisation.

9 I/We acknowledge that you are not bound to accept the lowest or any Mini-Tender you may receive, and that you reserve the right at your absolute discretion to accept or not to accept any Mini-Tender submitted.

9 I/We certify that we have full power and authority to enter into an Appointment and to undertake the Project, and that this is a bona fide Mini-Tender for the provision of the Framework Services.

Dated this day of [ ]

Signed for and on behalf of the Consultant

Signed: _______________________________________

Position/Status: __________________________

Consultant’s Name: __________________________

Address: _________________________________

Signed for and on behalf of the Consultant:

Signed: _______________________________________

Position/Status: __________________________

Consultant’s Name: __________________________

Address: _________________________________

Appendix B

Form of Direct Call Off Proposal

FORM OF DIRECT CALL OFF PROPOSAL FOR [ ] DIRECT CALL OFF, TO BE SUBMITTED BY [DATE].

[Name]

[Address]

Date:

UNCONDITIONAL AND IRREVOCABLE OFFER TO the Sanctuary Group IN RESPECT OF [type of Framework Services]

1 I/We the undersigned return this direct award proposal and acknowledge that we are bound by our proposals submitted pursuant to the Invitation Documents (receipt of which is also acknowledged) consisting of the following:Statement of Requirement

Template Method Statement, including a Pricing Schedule where applicable.

Form of AppointmentAnnex 1 Direct Call Off Rules[Annex 2 Insurance Requirements] (where different to the minimum levels required under this Agreement)

2 I/We hereby unconditionally and irrevocably offer to undertake the Framework Services to be provided and performed under the Direct Call Off in accordance with the Form of Appointment[ and at the rates and prices stated in the Pricing Schedule. I/We confirm that the rates and prices set out in the Pricing Schedule shall remain fixed for [ ] ([ ]) months from the date of this Form of Direct Call Off Proposal].

3 I/We confirm that:

(i) I/We are fully conversant with the Invitation Documents and

(ii) this Direct Call Off Proposal is submitted strictly in accordance with the Invitation Documents including, but not limited to the Direct Call Off Rules.

4 I/We enclose under cover of this Form of Direct Call Off Proposal hard copies (including [ ] ([ ]) original) of the following documents

:a the completed Method Statement for the provision of the Framework Services [and]

b The completed Pricing Schedule and]

c Any other required supporting documents.

5 I/We agree that this Direct Call Off Proposal shall remain open to be accepted or not by you and shall not be withdrawn for a period of [time period] from the deadline for receipt of a Proposal as set out in the Direct Call Off Rules, or such longer period as may be agreed with the Sanctuary Group.

6 I/We agree that I/we shall commence the Framework Services when instructed to do so by you pursuant to the terms of the Appointment.

7 I/We certify that the details of this Direct Call Off Proposal and the Invitation Documents have not been communicated to any other person or adjusted in accordance with any agreement or arrangement with any other person or organisation.

8 I/We acknowledge that you are not bound to accept any Direct Call Off Proposal you may receive, and that you reserve the right at your absolute discretion to accept or not to accept any Direct Call Off Proposal submitted.

9 I/We certify that we have full power and authority to enter into an Appointment and to undertake the Framework Services, and that this is a bona fide Direct Call Off Proposal for the provision of the Framework Services.

Dated this day of [ ]

Signed for and on behalf of the Consultant

Signed: _______________________________________

Position/Status: __________________________

Consultant’s Name: __________________________

Address: _________________________________

Signed for and on behalf of the Consultant:

Signed: _______________________________________

Position/Status: __________________________

Consultant’s Name: __________________________

Address: _________________________________