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Partner to support the design and development of a new approach to business support

Invitation to Tender (ITT) for:

Tender: Partner to support the design and development of a new approach to business support

Reference PS1920-031

Anticipated Contract Start Date 13/03/2020

Anticipated Contract End Date 30/06/2020

Closing Time and Date for Submissions

12:00 noon on 27/02/2020

Document 1 of 2

Contact Details for this Opportunity

Name Joe Gardner

Position Operational Contracts Team Leader

All contact for this Opportunity should be undertaken through

the [email protected] mailbox

Open Tender Template (PART 1) Ver Final.04 Aug 2019 1

mailto:[email protected]


VERSION CONTROL

Date Version Owner Changes

06/06/2017 Final.01 CG

09/10/2017 Final.02 CG Adoption of Internal Audit recommendations

02/08/2019 Final.03 CG SCR name updated to MCA Minor changes to body text in Section 1 Changes for Title Font and colour

20/08/2019 Final.04 CG Amendments to Section 3 including the inclusion of Living Wage Para (3.14)


Section Table of Contents

1 IntroductionInformation about the Tender (including the Glossary)

2 Procurement TimetableDates for submission of Tenders, Tender evaluation and contract commencement

3 Instructions for Submission of TenderHow to prepare and submit your Tender

4 Evaluation of TenderHow Tenders will be evaluated

5 Specification Detailed specification of requirements

AppendicesTerms & Conditions of the Contract


Section 1

1.1 IntroductionYour organisation, along with others, is invited by Sheffield City Region Mayoral Combined Authority (SCRMCA) to submit a tender for development a resource plan and options appraisal of an appropriate governance structure to support the SCR Executive in delivery of the LEP Board vision for a revised approach to business support, investment and engagement

The duration for the contract is 3 months and we anticipate the start date to be 13/03/2020.

1.2 About Sheffield City Region

The Sheffield City Region (SCR) is the name for the ‘Functional Economic Area’ at the heart of the UK, spanning nine local authority districts in South Yorkshire (Sheffield, Rotherham, Barnsley, Doncaster, Sheffield and Rotherham), North Nottinghamshire (Bassetlaw) and Derbyshire (Bolsover, Chesterfield, Derbyshire Dales and North East Derbyshire).

Focused around the core city of Sheffield, the fifth largest city in England, the City Region consists of a series of linked but diverse communities, including the large urban centres of Barnsley, Doncaster and Rotherham, the market towns of Chesterfield and Retford, and rural areas including the Peak District National Park. This reflects an economic geography that is both complex and dynamic.

SCR is home to 1.8 million people, with 68,000 businesses, providing 862,000 jobs. It is the 10th largest LEP area by population and has the 16th largest economy in England.

Figure 1: The Sheffield City Region

The SCR Local Enterprise Partnership (LEP) is a voluntary business-led partnership which brings together business leaders, local politicians and other partners to promote and drive economic growth across the Sheffield City Region. Formed in 2010, the LEP leads on strategic economic policy development within the City Region and sets the blueprint for how the SCR economy should evolve and grow. The LEP raises the profile, image and reputation of the Sheffield City Region as a place to visit, live, work and invest in.

The SCR Combined Authority (CA) was formally constituted in law in April 2014. In May 2018, the authority elected its first Mayor, Dan Jarvis MBE MP. The Mayoral CA (MCA) is the legal and Accountable Body for all funds awarded to the LEP and approves the LEP annual capital and revenue budgets prior to the start of the



financial year. However, the LEP retains ultimate decision-making authority over how these funds are prioritised and spent.

Together, the LEP and MCA form the core decision-making Boards for the Sheffield City Region.

1.3 Background to the requirements

Our economic plan vision and aspirationsSCR LEP and MCA will publish a new SEP in 2020. This will be based on three policy objectives: economic growth; tackling inequality (inclusion); and environmental sustainability. Our growth ambition is for a renewed focus on innovation as the catalyst to bring about economic transformation, whilst ensuring this is delivered in a way that better includes and benefits all communities across SCR, and enhances our natural capital.

SCR’s (and the UK’s) anaemic productivity growth since the 2007/8 recession confirms that a stronger role for innovation and creativity is required if we are to take full advantage of post Brexit opportunities. Realising our vision will allow SCR to close the prosperity and productivity gap and ensure that that our people have a much better chance of transforming their wellbeing and quality of life.

Success is reliant on us adopting new approaches to our work:

1. Achieving innovation-driven growth through transformational leadership

The vision for innovation-driven growth in the SCR is ambitious. It recognises that innovation will drive change on a wide rather than narrow basis, reaching parts of the SCR that have not yet benefited sufficiently from economic growth. This ambition requires transformational leadership that moves beyond ‘here and now’ concerns that detract attention from longer-term aspirational efforts. SCR’s leadership will be collaborative and outward looking, partnering with other anchor institutions. Working together, we will achieve more than the sum of our parts and improve our national and international profile.

2. Fostering innovation with our investments

Capital and revenue funding from public sources are an important driver of innovation and economic growth. There is a need to reassess public decision making and funding to harness the benefits for our local economies more effectively.

3. Looking outwards to enhance global influence and competitiveness

Our success stems from evolving participation in national supply chains, global value chains and innovation networks. SCR has been less successful than other UK city regions as our economy is not sufficiently global. Changing this is crucial.

4. Promoting and projecting a culture of proactive excellence and confidence

We will work to develop a culture of proactive excellence and confidence in how we project ourselves as a city region. There needs to be a switch from a narrative of comparative regional disadvantage to one of excellence and confidence. We will embed our narrative of excellence with government, with funders and investors.

5. Highlighting economic distinctiveness

In this global context, economic success stems from being distinctive and from being known for our successes. Key to this is ensuring that our specialisms form a compelling ‘USP’ and that individual



and collective branding is recognisable and distinctive. This recognition attracts and retains talented people, investment and business.

Each of the above approaches are required in how we plan, develop and deliver our growth programme.

A new approach to delivering business growth Against the context outlined above, the SCR Executive is seeking to develop and implement a new approach to engaging and working with businesses. This will be all-encompassing and cover the support we provide to our established businesses, our inward investors and our partnerships.

Driving Innovation led growth – networks of innovation excellence

Our approach is to focus on fostering networks of innovation excellence with a distinctive global and national prominence. SCR will support the development of collaborative business ecosystems, based on our existing and emerging capabilities, to stimulate innovative companies. It will be the basis for attracting new inward investment, establishing new partnerships with our businesses, and commercialising innovation on a much bigger scale.

To achieve this, we envisage the programme we will need to design and develop will include, but not be limited to, the following:

o collaboration and building strategic relationships with businesses and entrepreneurs;

o look internationally to the markets and companies that will enhance and strengthen our capabilities;

o building partnerships between businesses, academia and the public sector to collaborate in translational research and innovation to grow the economy through greater levels of commercialisation;

o acting to enable greater density in our key growth areas and networks to increase diversity, improve resilience and deepen relationships;

o welcoming risk-taking—inherent in the innovation process – by recognising that the state is a legitimate actor in the innovation process;

o developing a range of investment mechanisms (loans, equity, shareholdings etc), so that the public and private sectors share risks and rewards;

o developing business plans seeking to increase investment in business-driven innovation within the city region, based on the above developments;

o investing to improve the calibre and skillsets of our (business) leaders

o supporting open innovation supply chains; creating opportunities for businesses to participate and diversify into new sectors and export markets.

A key success factor for us in implementing this approach will be our ability to access and utilise networks and market intelligence particularly where this relates to the investment behaviours and purchasing requirements of Original Equipment Manufacturers (OEMs) operating in global value chains, to capitalise on market opportunities for our businesses for the benefit of the SCR economy.

Strategic business partnerships

In the deployment of support, our aspiration is to move away from standardised inputs and output driven approaches to sustainable and collaborative partnership working with companies.



Our ambition is to focus on the development of strategic partnerships with a cohort of businesses, to aid investment in innovation and scale up their business within, and to the benefit of, the city region. The desired outcomes for this aspect of our work will be to:

o develop in-depth and sustained relationships with business leaders and their Boards;

o realise the development (scale up) potential of such businesses by development of a multi-disciplinary, long term, targeted deal leading to accelerated business investment;

o drive up demand for higher level skills while securing investment to influence the provision of skills;

o negotiate increased levels of social value into all deals, for the benefit of the residents and/or other businesses. This could include but is not limited to local supply chain development, apprenticeship growth, living wage, community outreach etc;

o seed investment to takes new ideas through to commercialisation at pace and at scale.

Alongside this targeted and highly focused programme, working with a small number of growth businesses, we recognise the need to offer a “one to many” service. This aspect of the programme needs scoping out to ensure alignment with the above priorities and also to consider the elements of this that are led at a regional level and those which are better led locally.

1.4 Not Used

1.5 DeadlineThe deadline for submission of Tenders is: 12:00 noon on 27th February 2020 to [email protected]. Please ensure your submission email is titled: PS1920-031 Tender for Partner to support the design and development of a new approach to business support.

1.6 Electronic TenderingThis procurement procedure is being undertaken electronically and submissions should be made using [email protected]. Please do not submit a hard copy Tender unless express written permission – and directions for submission have been given to do so by the contact person named on the front page.

1.7 InformationThe information and instructions provided in this Invitation to Tender are designed to ensure that all Tenders are given equal and fair consideration. If you have any doubts as to what is required, or you have difficulty in providing the information, please contact the person named on the front page via [email protected].

1.8 DocumentationPlease check that you have received all of the information and documents listed in the ‘Table of Contents’. If any of the information is missing, please contact the person named on the front page via [email protected]..







1.9 Queries and ClarificationIf you have any queries or clarifications relating to the Tender documentation please contact the person named on the front page via [email protected].. You should note that the SCRMCA’s responses to queries and clarifications may be made available to all Tenderers.




Section 2

2.1 Procurement TimetableSet out below is the proposed procurement timetable. This is intended as a guide and while the SCRMCA does not intend to depart from the timetable it reserves the right to do so at any stage.

Stage in Procurement Process Target Dates

Issue of Invitation to Tender to Potential Providers 12/02/2020

Deadline for submission of Tenders 27/02/2020

Evaluation of Tenders 28/02/2020 – 05/03/2020

Clarification sessions (if required, ideally in person but could use Skype) 04/03/2020

Notification of result of evaluation – preferred bidder 06/03/2020

Standstill Period ends 16/03/2020

Services commencement date 17/03/2020

Please note: The SCRMCA reserves the right to cancel the Tender process at any point. The SCRMCA is not liable for any costs resulting from any cancellation of this Tender process nor for any other costs incurred by those Tendering for this Contract.



Section 3

3.1 Instructions for Submission of TenderTenderers shall make themselves fully conversant with the requirements as set out in all tender documents before submitting their tender. No claims arising from neglect in this respect will be entertained by the SCRMCA.

All tenderers are required to read these instructions before submitting a tender as referred to below. The SCRMCA will assume that Tenderers are fully aware of the contents of these instructions and that unless queries are raised by Tenderers they are fully satisfied and have no queries upon them. The Authority will not entertain any claims for compensation arising from the neglect or failure of any Tenderer to comply.

Information supplied to Tenderers by the SCRMCA is supplied for general guidance only. Tenderers must satisfy themselves by their own investigations about the accuracy of such information and no responsibility is accepted by the SCRMCA for any inaccurate information obtained or for any loss or damage of whatever kind and howsoever caused arising from the use of such information.

It is the responsibility of Tenderers to obtain for themselves at their own expense all information necessary for the preparation of their tender. All works of investigation and preparation of tenders shall be carried out at the Tenderers’ cost.

The Invitation to Tender and any other information issued by the SCRMCA relating to the services shall be treated by you as confidential and shall not be disclosed in whole or in part to any third party without the prior consent of the Authority other than for obtaining sureties, guarantees or quotations.

Tenders are invited and accepted on the understanding that the successful award of the contract will be based on SCRMCA’s standard Terms and Conditions. These have been reviewed to ensure that they are appropriate for this procurement /contract. Whilst clarification regarding the Terms and Conditions can be given pre and post award, no variation to these them will be made post award therefore any enquires should be raised with the SCRMCA prior to submission of tenders

3.2 General InformationRead ALL the Instructions and Information included within the Invitation to Tender; preparation is the key, so understand fully what is being asked of you.

Respond in the required format. You must not alter the format of any of the documents. If the space on a form is insufficient, attach additional sheets but please follow a similar format. Clearly mark any additional sheets with your organisation name and the section/question number.

Please provide as full a response to the requirements as possible. It is your only chance to give solutions rather than create more questions. Answer the questions but be concise and don’t make us search too hard to find answers.

Don’t use your Tender as a vehicle to issue glossy but meaningless brochures about your organisation – only include them if they are relevant; otherwise, they will be discarded.

Be upfront – we will be as honest about our requirements as possible. In return we look for honest Tenders with no hidden costs or exclusions.

You must notify the SCRMCA promptly, in writing, of any changes at any time during the procurement process in the information submitted as part of your Tender submission. The SCRMCA retains the right to evaluate, in accordance with the specified criteria, any changes to the



information either notified by you or of which the Authority becomes aware. Such re-evaluation may lead to your Tender being disqualified from the procurement process where it no longer meet the specified criteria.

The SCRMCA reserves the right to disqualify a Potential Provider at any point during the procurement process if it is found that a Potential Provider has not informed the SCRMCA of a change in the information submitted or if the Potential Provider has submitted false or misleading information. In addition, the SCRMCA may disqualify a Potential Provider if the changes in information may lead to a significant disruption to the procurement timetable and process; the SCRMCA will endeavour to maintain a competitive process and will use its discretion when making any such decision.

There will be single points of contact for both the SCRMCA and the Potential Provider; all correspondence should be directed through the persons named on the front page (for the SCRMCA) via [email protected] and at 6d: Form of Tender (for the Potential Provider).

Tenderers shall accept and acknowledge that by issuing this ITT the SCRMCA shall not be bound to accept any Tender and reserves the right not to conclude a Framework Agreement / Contract for some or all of the Requirements for which Tenders are invited.

3.3 Submission of TenderYou must complete and return all the Tender documentation listed below as your Tender submission. The documents for completion can be found in Section 6 (in Document 2 of 2):

Method Statements – section 6a;

Pricing Schedules – section 6b;

Form of Tender – section 6c;

Form of Collusive Tendering – section 6d;

Form of Canvassing – section 6e;

You must submit your Tender to [email protected] by the agreed time and date, allowing adequate time to upload documents onto the system.

You should only submit Document 2, which includes Sections 6 and 7; the other accompanying Sections (this Document) should not be submitted.

Signatures, where required, should be made electronically; these could either be digital signatures or simply typed. You may be required to provide a hand-written signature on any resulting contractual documents.

Submissions in hard copy will only be accepted when specifically stipulated or with prior written agreement of the SCRMCA. Verbal, fax or email submissions to other addresses than the one specified will not be accepted.

Late Tenders will normally be rejected; it is your responsibility to ensure that your Tender is received on time.

To enable evaluating officers to assess your bid fully, all of the information requested in this invitation to tender must be provided. Failure to complete the tender submission in full or failure to provide any of the documents requested may result in your tender being rejected.

Questions should:

Answered in English.

All prices must be in UK Sterling (exclusive of VAT).





When posed with Yes / No questions, please either circle your answer or delete as applicable.

All other questions will require you to input text or numbers, or to tick boxes. Any figures requested should be stated in full (i.e. £4,000,000 not £4m) and in GBP. Where

information relates to foreign accounts, amounts in alternative currencies may be stated, but must also be converted to GBP.

If the question does not apply to you please write N/A; if you don’t know the answer please write N/K.

Make sure that the information you put into your Tender is correct and check that all the information you need to submit is included before you send it in. Information submitted once the deadline has passed, including any amendments to your Tender, may not be considered.

If the SCRMCA suspects that there has been an error in the pricing of the Tender it reserves the right to seek such clarification as it considers necessary from the Tenderer only. It is the responsibility of the supplier to check that all unit rates and other information entered in the Tender are accurate. If any errors in the unit rates or in the totals are detected they will be corrected by extending each unit rate by the quantity to which it applies. Any item for which no unit rate is entered in the appropriate column will be treated as if it is free of charge.

The SCRMCA will keep all Tenders received securely, and open them at the same time once the Tender deadline has expired.

3.4 Method StatementsThe Method Statements are your responses to the SCRMCA’s specification, and should set out how you will meet all of the requirements set out in the Specification. Your Method Statements are the formal offer to the SCRMCA and will form part of the contract between us.

The purpose of the Method Statements is to allow us to evaluate your understanding of our requirements and the quality of your proposals for meeting them. To help us evaluate your Method Statements, we ask you to present the information as requested in the Specification.

If more than one organisation will be involved in the delivery of the contract (for example, through a consortia arrangement), full details should be provided of how the arrangements will operate to meet the SCRMCA’s requirements.

3.5 Contract Price & Payment You must calculate the full costs and income of providing the service, works or goods for which you are Tendering, including both the direct and non-direct costs.

Payment where appropriate will normally be made within 30 days of the SCRMCA registering a valid invoice. The SCRMCA’s preferred method is to be invoiced in sterling and to make payment via BACS.

The organisation(s) will be responsible for any payment transaction and bank charges.

Your Tender should remain open for acceptance for a period of 90 days. A Tender valid for a shorter period may be rejected.

3.6 BudgetWe have found that providing budget details can hinder the competitive process. Please ensure that the price you submit is your best and final offer.



3.7 Contract Award & ConditionsYou will be notified in writing if you are a successful Tenderer. Following the mandatory standstill period (10 days), we will ask you to sign a contract, which will include the Terms and Conditions of Contract included with this ITT (including all contract schedule(s)) together with the Pricing Schedule and Method Statement. Without a contract signed by both parties being in place, there will be no binding agreement between us.

All Tender submissions should be on the basis of the information detailed in this Invitation to Tender, including the Specification and the Terms and Conditions of Contract, unless expressly amended in writing by the SCRMCA.

3.8 Incurred ExpensesThe SCRMCA shall not be responsible for, or reimburse, any expenses incurred by you in connection with preparation, submission or any aspect of the Tendering process, including where information is to be sought from third parties – for example, guarantees etc; you may wish to contact third parties for their agreement to provide a reference prior to putting their details in your submission.

3.9 Information LawIn accordance with the obligations and duties placed upon public authorities by the Freedom of Information Act 2000 (the ‘FoIA’) and other information access law (such as the Environmental Information Regulations 2004), all information submitted to the SCRMCA may be disclosed in response to a request made pursuant to the FoIA and other legislation.

You may consider that some information submitted constitutes a trade secret and is therefore confidential or, for example, that another exemption from disclosure applies. In this case you must clearly identify any information considered to be a trade secret, or subject to an exemption for disclosure specified by you. You must also explain the potential implications of disclosure of such information, and providing an estimate of the period of time during which you believe that such information will remain commercially sensitive.

Where you identify information as a trade secret or as being subject to another lawful exemption from disclosure, the Authority will consult you if a request to disclose the information is received and take into account any representations made by you. The Authority may be obliged by law to disclose information.

If you wish to find out more information them, the following government websites are a useful source of information:

Freedom of Information Act: www.legislation.hmso.gov.uk/acts/acts2000/20000036.htm

Information Commissioner's Office website: www.ico.gov.uk

For further information on Environmental Information Regulations visit: http://www.legislation.hmso.gov.uk/si/si2004/draft/20040331.htm

3.10 ConfidentialityYou shall at all times treat the contents of these Tender documents and any related documents as confidential, save in so far as they are already in the public domain; however, relevant parts may be disclosed for the purpose of obtaining quotations required for the preparation of the Tender submission.

The SCRMCA will treat the information provided by you confidentially, subject to Section 3.9 above.


http://www.legislation.hmso.gov.uk/si/si2004/draft/20040331.htm

http://www.ico.gov.uk/

http://www.legislation.hmso.gov.uk/acts/acts2000/20000036.htm


3.11 DisclaimerThe SCRMCA has prepared this Invitation to Tender (ITT). The SCRMCA will not accept any responsibility or liability for advising any recipient of any changes or additions to the information contained in this ITT, or any other information relating to the project which comes to their attention.

Although every care has been taken in preparing the ITT, no representation, warranty or undertaking, expressed or implied is, or will be made, and no responsibility or liability will be accepted by the SCRMCA or by any of its officers, employees, servants, agents or advisers ("Connected Persons") as to the accuracy or completeness of the ITT or any other written or verbal information made available to any interested party or its advisers. Any liability, however arising, is expressly disclaimed.

Data provided by the SCRMCA to interested parties will be given in good faith but interested parties will have to make their own investigations and interpretation. No liability will be accepted by the SCRMCA for the accuracy or completeness of that data.

Neither the receipt of this ITT by any person, nor any information contained in it or distributed with it, or subsequently communicated to any interested party or its advisers is, or is to be taken as, constituting the giving of investment advice by the SCRMCA.

No information contained in this document or any other written or verbal information made available to any interested party or its advisers shall form the basis for any warranty, representation or term of any contract by the SCRMCA with any third party.

Nothing in this document is, or should be, relied on as a promise or representation as to the future. The SCRMCA reserves the right, without principle, to change the procedure for the project competition or any of the proposals or information in relation to the project.

The SCRMCA reserves the right not to follow up this invitation in any way and/or withdraw from the Tender process, and no expense incurred by any person in responding to the invitation and preparing an expression of interest will be reimbursed by the SCRMCA or connected persons will be so liable to the Tenderer.

The SCRMCA reserves the right not to award a contract.

3.12 CanvassingAny Tenderer who directly or indirectly canvasses any officer, member, employee, or agent of the Authority or its members or any of its officers or members concerning the establishment of the Contract/Framework Agreement or who directly or indirectly obtains or attempts to obtain information from any such officer, member, employee or agent or concerning any other Tenderer, Tender or proposed Tender will be disqualified.

3.13 Collusive BehaviourAny Tenderer who:

fixes or adjusts the amount of its Tender by or in accordance with any agreement or arrangement with any other party; or

communicates to any party other than the Authority the amount or approximate amount of its proposed Tender or information which would enable the amount or approximate amount to be calculated (except where such disclosure is made in confidence in order to obtain quotations necessary for the preparation of the Tender or insurance or any necessary security); or



enters into any agreement or arrangement with any other party that such other party shall refrain from submitting a Tender; or

enters into any agreement or arrangement with any other party as to the amount of any Tender submitted; or

offers or agrees to pay or give or does pay or give any sum or sums of money, inducement or valuable consideration directly or indirectly to any party for doing or having done or causing or having caused to be done in relation to any other Tender or proposed Tender, any act or omission,

shall (without prejudice to any other civil remedies available to the SCRMCA and without prejudice to any criminal liability which such conduct by a Tenderer may attract) be disqualified.

3.14 Living WageWe have officially been recognised as a Living Wage employer by the Living Wage Foundation and we are actively seeking commitment from contracted suppliers to sign up to the movement. The scheme should have a positive impact on the local economy. Employers choose to sign up to the Living Wage campaign on a voluntary basis as it provides an ethical benchmark for responsible pay. In the UK there is a statutory Minimum Wage; the Living Wage is a higher figure and is calculated by The Living Wage Foundation www.livingwage.org.uk/. It applies to those over 18 years of age but excludes apprentices or interns.



Section 4:

4.1 Evaluation of TenderThe SCRMCA will evaluate the tenders it receives on the basis of the service proposals and price. We are not bound to accept any tender, and will award the contract on the basis of the most economically advantageous tender to the SCRMCA.

The tender evaluation process will cover:

Stage1: Evaluation of the Contractor Questionnaire Suitability Assessment;

Stage2: Evaluation of Service Delivery Proposals and Price

An evaluation panel made up of SCRMCA officers will carry out the evaluation of tenders in accordance with the following weighted criteria:

Stage1: Suitability Assessment

Section A Contractor Questionnaire Not Scored

Section B Technical Capability Pass/Fail

Section D Insurance Information Pass/Fail

Section E Mandatory and Discretionary Grounds for Exclusion Pass/Fail

Please note only those organisations that pass the Suitability Assessment shall have their Method Statements evaluated. Failure to pass the Suitability Assessment shall result in immediate elimination from the tender process.

Stage 2: Award Weighting Weighting

Service delivery proposals 70%

Price 30%

The scoring of Service Delivery Proposals will be subdivided as follows:

Stage 2: Service Delivery Proposals sub-criteria Weightings Weighting

How will you support us to adopt new approaches to our work, detailed in section 1.3 15%

Outline your approach to working with us and how you would meet our requirements of developing a sustained partnership 10%

Outline your input to enable us to collectively deliver our new approach to business support detailed in section 1.3 15%

Please set out your methodology and proposed sequencing in response to section 5.2 of this document 10%

Please provide details of your project team, expertise and capability to deliver the requirements. 20%



Total 70%

The Price element of the award criteria will be evaluated using the following methodology:

Based on the contract targets set out in the specification the lowest cost to the SCRMCA will attract 100% of the available marks.

All other Tender submissions will receive 100% of the available marks less a percentage according to how much their Tender is more expensive than the lowest.

The SCRMCA reserves the right to hold clarification interviews with bidders who score above a minimum threshold to clarify elements of their delivery proposal (these will not be formally scored but will allow moderation of final scores awarded under the Service Delivery Proposal).

The SCRMCA will disqualify any Potential Provider who fails to:

Make a fully completed submission before the deadline

Follow the submission instructions

Fails to pass the Suitability Assessment

Fails to achieve 50% or more of the available points for any one Quality criterion

Fails to achieve an overall score of 68% or above

4.2 Scoring of TenderEach Criteria (and sub- thereof) will be scored using the following Scoring Matrix for Evaluation

Score Description of Response

0-25 Unacceptable Response

No response, or Not compliant with the service specification within the ITT Response not relevant or question not answered

Completely unsatisfactory suggesting the Tenderer would have serious difficulties delivering the required contract standards, or has provided no relevant information at all.

26-50 Poor Response

The response is partially compliant with the service specification within the ITT The response has deficiencies, e.g. supporting evidence is minimal.

Indicates that the Tenderer would meet only some of the requirements of the contract some of the time. Considerable work would be needed with the Tenderer to expand on information provided in order for the information to indicate that contractual standards are likely to be met.

51-67 Acceptable Response

The response is compliant with the service specification within the ITT Some shortfalls in meeting service requirements in key areas but any concerns are of a minor

nature Further evidence may be required to supports compliance elements

Indicates that the Tenderer would be likely to meet the basic contract standards, but further work needed to ensure that contract standards will be met consistently

68-84 Good Response

The response is compliant with the service specification within the ITT



Good supporting evidence which is relevant, credible and supports claimsIndicates that the Tendered has fully understood the specification and can apply and deliver all the required contractual standards. A small amount of work may be required in non-key areas with the tenderer to minimise any risk of service delivery failure

85-100 Excellent Response

The response is compliant with the service specification within the ITT Offers relevant detailed evidence to support their claims Demonstrates a wholly comprehensive understanding of the service requirements.

Indicates that the Tenderer has a wholly comprehensive understanding of the service requirements and that the proposed approach will result in the contract standard being exceeded.

The SCRMCA reserves the right to reject any Tender that fails to comply fully with the requirement of the Tendering process outlined above, or that is guilty of a serious misrepresentation in supplying any information requested in this document.

The results of the evaluation process will be used to determine which Potential Provider(s) should be awarded the contract.

The SCRMCA reserves the right to require some or all applicants to clarify the answers contained in their submissions, in writing, if required to adequately evaluate the submission. It is important that you submit your best and final offer at the Tender stage and do not rely on post-tender clarification to revise your Tender.



Section 5:

Specification 5.1 REQUIREMENTS OF THIS COMMISSION

We are seeking to develop a significant relationship with a partner who can support us to discover, design, develop, implement and transition to the new arrangements. The operational challenges will require careful thought and iteration and we will expect support from the successful partner to create a compelling narrative, setting out our ambition and programme to local, national and international stakeholders. In addition, we require assistance to develop, test and implement this sensitively so as to secure the backing of key stakeholders, partners and our employees.

This could be through a close working relationship between the SCR Executive and a number of experts, or the secondment or co-location of a lead member(s) of a team to the Executive.

In selecting a partner, we wish to create a sustained relationship characterised and underpinned by:

1. A genuine sense of partnership – we are seeking a partner who will bring to us ideas and new thinking but who will also recognise the talents, experience and contribution of our current teams and work to integrate our officers into the transformation process;

2. Challenge – our recognition of the need for transformational leadership needs to be supported by a partner who can stretch and challenge our thinking and bring to us examples of leadership models and ways of working from other national and international experiences, and be prepared to hold us to account if we are straying from our key principles;

3. A clear focus on the uniqueness of SCR – we are seeking a partner who, whilst bringing experience from other national and international models, will seek to understand the challenge and environment of SCR and assist us to develop a programme that will work in our context. To support this, we are seeking an integrated partnership arrangement.

4. We are seeking a partner with national and international connections who will support us to mobilise our new approach and programme narrative with government and other investors to support our desire to accelerate change and to promote and project a culture of proactive excellence.

5.2 METHODOLOGY AND SEQUENCINGApplicants may want to consider whether this commission could be delivered in distinct phases, a linear example of which is set out below. However, the final agreed sequencing will need to be curated with significant flexibility to reflect the complexity of the model and its component parts. For example, we recognise that phases 1 and 2 below, may be iterative as some aspects of the new programme can be implemented quickly whilst other more significant/complex aspects of a change process will require a longer lead time to develop, implement and transition to.

SCR acknowledges the simplicity of the linear phasing below and encourages interested partners to present other approaches for our consideration. This will be one of the critical issues which will determine which partner SCR selects.

Phase 1 – Design and development of the programme

Outcomes required as part of this design and development phase:

Developing the detailed programme to support this new approach to business support,



the production of a resource plan for the skills sets that the SCR Executive will require to deliver this programme, considering what we directly do and what we buy in or commission out. Partners should note it is our intention that the SCR Executive will directly manage the relationships and deals with its businesses in order that a lasting strategic partnership with key businesses can develop.

Options analysis for the most appropriate business support models to adopt, eg out-sourcing, arm’s length company formation, etc

We recognise that before commencement of the design and development phase, there will need to be a period of ‘discovery’ or scoping to understand the context and seek input from our decision makers and key stakeholders. We will facilitate all such meetings expeditiously to enable the programme proposition to be designed and developed at pace.

Phase 2 – Implementation and Transition

The partner will work with the SCR Executive to implement and support the organisation to transition to the approved delivery model.

Phase 3 – On-going maintenance and specialist services

This phase is for bespoke call-off support. This could include advice on the initial deals undertaken, especially if these involve arrangements including equity stakes, golden shares etc. We expect partners to submit day rates for proposed staff and potential activities which will then form the basis of any call-off arrangement.

5.3 TIMESCALES

This work is expected to proceed at pace, whilst recognising the requirement for appropriate sign off and approvals at key points.

We would prefer to conclude the design and development stage ideally within 8 weeks of commencement and we will welcome your views on this. Particularly, we would like to be able to consider an internal resource plan to assist in re-organising our internal services and filling resourcing gaps we may have.

The submission is expected to make clear an indicative timeframe for progression, especially for any early phase(s), and set out the activities to be undertaken in order to achieve the above outputs.

Any latter phase(s) of this commission will significantly depend upon the nature and outcomes of the earlier phase and the buy-in of the LEP Board and MCA to progress with some or all of the proposed elements. In this context, we recognise that your submission may not fully articulate a definitive approach and timescales to support programme/model implementation.

5.4 PROJECT / CONTRACT MANAGEMENT

This work is being commissioned by the Deputy Chief Executive. Early liaison with the LEP Chair, Chief Executive and other relevant Board Members and Officers is required.

this commission will cover the breadth of our business work and the successful bidder will work closely with our Assistant Director for Trade and Investment and Head of Growth Hub, in addition to our Assistant Director for Policy and Assurance.

The contract will be managed by the SCR Programme and Performance Unit.



Appendix 1: Model terms and Conditions of the Contract

This Contract is made on…………of………………………………202…

BETWEEN THE PARTIES:

‘The Purchaser’ Barnsley, Doncaster, Rotherham and Sheffield Combined Authority, 11 Broad Street West, Sheffield, S1 2BQ

And

‘The Service Provider’ [Name] whose registered/principal office is at:

[Registered Office Address]

Registered Company Number [No. ]

RECITALS:

a) On [Date] the Purchaser invited Tenders for [Service] and issued the Invitation to Tender appended at Schedule 1 hereto.

b) The Service Provider has submitted proposals detailing the provision of Service which have been appended at Schedule 2 hereto.

c) The Purchaser and the Service Provider have agreed that the Service Provider shall provide the Service in accordance with this Contract and the Service Specification appended at Schedule 1 hereto.

d) The Service Provider has considerable knowledge and experience relating to the provision of [Service].

e) For the avoidance of doubt it is the intention of the Parties that nothing in this Contract shall give rise to an employee / employer relationship.

[f) The Service Provider agrees to provide the Service in accordance with the Contract Fee Arrangements appended at Schedule 3 hereto.



CONTENTS

1.0 Definitions and Interpretation

2.0 Entire Agreement

3.0 Contract Period

4.0 Provision of Service

5.0 Purchase 2 Pay System

6.0 Quality

7.0 Health and Safety

8.0 Price and Payment

9.0 Contract Management

10.0 Monitoring and Review

11.0 Method Statements

12.0 Employment

13.0 Conduct

14.0 Bribery Act 2010

15.0 Human Rights Act 1998

16.0 Information for Retendering and Exit Strategy

17.0 NOT USED

18.0 Intellectual Property

19.0 Confidentiality

20.0 Copyright

21.0 Data Protection Legislation

22.0 Freedom of Information Act 2000



23.0 Indemnity and Insurance

24.0 Assignment and Sub-Contracting

25.0 Agency

26.0 Waiver

27.0 Notices

28.0 Default

29.0 Resolution of Dispute

30.0 Termination

31.0 Legal Proceedings and Investigation by the Local Commissioner

32.0 Financial Viability

33.0 Equal Treatment

34.0 Service Continuity

35.0 Force Majeure

36.0 Environmental Impact

37.0 Publicity

38.0 Local Government Transparency Code 2015

39.0 Severance

40.0 Contracts (Rights of Third Parties) Act 1999

41.0 Law

SCHEDULES:

Schedule 1 Service Specification

Schedule 2 Methods Statements

Schedule 3 Contract Fee

Schedule 4 Other Relevant Documentation

Schedule 5 Processing, Personal Data and Data Subjects

Annexure X Insurance Evidence

OPERATIVE PROVISIONS:



1.0 Definitions and Interpretation

This Contract shall be interpreted in accordance with the following definitions, unless the context otherwise requires:

1.1 ‘Confidential Information’ means:-

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

b) the Commercially Sensitive Information.

1.2 ‘Contract’ shall mean this Contract together with all Schedules hereto and all documents referred to herein, issued by the Purchaser from time to time.

1.3 ‘Contract Fee’ shall be the fee payable by the Purchaser to the Service Provider for the Service provided in accordance with this Contract.

1.4 NOT USED

1.5 ‘Contract Manager’ shall mean [insert name and job title] being the officer responsible for managing the Contract on behalf of the Purchaser, or his/her successor or any duly authorized person to act on his / her behalf.

1.6 ‘Data Protection Legislation’

shall mean the Data Protection Act 2018 (DPA), and the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and any successor legislation to the GDPR or the DPA;

1.7 ‘Default’ Shall mean a breach of the obligations of the Service Provider under this contract as described in clause 28

1.8 ‘Due Date’ shall mean the final date for payment.

1.9 ‘Environmental shall mean the Environmental Information Regulations



Information Regulations’ 2004 as the same may be amended from time to time.

1.10 ‘Financial Year’ shall mean a period of twelve months from the 1st of April of one year to 31st March in the next.

1.11 ‘FOIA’ shall mean the Freedom of Information Act 2000 as the same may be amended from time to time.

1.12 ‘Method Statements’ shall mean the documents attached at Schedule 2, forming part of the Contract, which describe how the Service Provider will provide the Service.

1.13 ‘Notice’ shall mean any Notice served under the Contract and as detailed in clause 27.

1.14 ‘Personal Data’ shall mean Personal Data within the meaning given to the phrase ‘Personal Data’ by the Data Protection Legislation which is acquired by or communicated to the Service Provider in connection with the Service.

1.15 ‘Purchase 2 Pay (P2P) system’

The business processes that cover the Purchaser’s activities of requesting (requisitioning), purchasing, receiving, paying for and accounting for goods and services by electronic means (known as Sheffield myBuy as at the date of this Contract).

1.16 ‘Regulatory Body’ shall mean a body, established by statute and to whose powers either Party are subject.

1.17 ‘RIDDOR’ shall mean the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 1995.

1.18 ‘Service’ shall mean the services to be provided by the Service Provider as set out in the Service Specification in Schedule 1.

1.19 ‘Service Specification’ shall mean the document of the same name attached at Schedule 1 which forms part of the Contract and which describes the Service.

1.20 ‘Service User’ shall mean the individual requiring and / or an individual in receipt of, the Service.

1.21 ‘TUPE’ shall mean the Transfer of Undertakings (Protection of Employment) Regulations 2006 as the same may be amended from time to time.

1.22 ‘Valid Invoice’ shall mean an invoice from the Service Provider quoting the relevant order number and reference number delivered via the Purchase 2 Pay system or by any other electronic means or by post to Sheffield City Region Executive Team, 1st Floor, 11 Broad Street West, Sheffield,



S1 2BQ for the attention of [CONTRACTS TEAM LEAD]. Please ensure all invoices have the following address on them or they will not be actioned for payment: SHEFFIELD CITY REGION COMBINED AUTHORITY, 000003, PO BOX 399, STEAD HOUSE FAVERDALE WEST, DARLINGTON, DL1 9UT. The delivered invoice becomes a Valid Invoice upon the satisfactory delivery of Services and then the Purchaser registering the invoice.

1.23 ‘Variation’ shall mean an amendment to the Contract made in accordance with this Contract.

1.24 ‘Worker’ shall mean a person, paid or unpaid, who is engaged in delivering the Service on behalf of the Service Provider, whether formally employed by the Service Provider, or as a volunteer accredited by the Service Provider or as an agent or sub-contractor.

1.25 ‘Working Day’ shall mean any day on which the Purchaser’s principal offices at the Town Hall, Sheffield are open to the public for business.

1.26 References to any Act of Parliament or to any Order, Regulation, Statutory Instrument, or the like, shall be deemed to include a reference to any amendments or re-enactment of the same.

1.27 In the interpretation of this Contract unless the contrary intention appears; the following provision shall apply:

1.27.1 words importing the masculine gender include the feminine gender and vice versa;

1.27.2 words in the singular include the plural and vice versa;

1.27.3 words implying individuals shall be treated as implying corporations and vice versa.

1.28 References to numbered clauses in this Contract shall, except where the context requires otherwise, be read as references to the appropriate clauses in this Contract.

1.29 In the event of any ambiguity or inconsistency amongst the Method Statements, the Service Specification and the Contract, their precedence shall be ranked as follows:

1.29.1 the Contract;

1.29.2 the Service Specification;

1.29.3 the Method Statements.

1.30 The Service Provider warrants and undertakes to the Purchaser that it has full power and authority to execute this Contract and enter into the Contract and that the person signing this Contract on behalf of the Service Provider is duly authorised so to do.



2.0 Entire Agreement

2.1 This Contract sets out all the terms and conditions agreed between the Parties regarding the provision of the Service. This means that it supersedes any representations, documents, negotiations or understandings, whether oral or written, made, carried out or entered into before the date of this Contract.

3.0 Contract Period

3.1 This Contract shall be deemed to be effective from [insert commencement date] (the “Commencement Date”).

3.2 The Service Provider shall provide the Service in accordance with the Contract from the Commencement Date [until [insert the end date]] / [for a period of [XX] months] (the “Contract Period”) or until it is terminated early in accordance with clause 30 and/or any other termination provision of the Contract.

3.3 The Purchaser reserves the right to extend the Contract Period for a further period of not more than [XX] months by notifying the Service Provider in writing, subject to a review by the Purchaser of, without limitation, continued need and satisfactory Service Provider performance and the Parties reaching agreement on price.

4.0 Provision of Service

4.1 Without affecting a higher standard required by the Contract, the Service Provider shall at all times provide the Service with all reasonable skill, care and diligence and in accordance with the requirements of the Service Specification. The Service Provider will utilise their own equipment which may include IT hardware and software, consumables and other necessary equipment.

4.2 The Service Provider shall not, in providing the Service, unlawfully discriminate against any individual or group for any reason whatsoever.

4.3 Without prejudice to any other rights the Purchaser may have under the Contract, in the event of the Service Provider being unable to comply with the Contract, the Service Provider shall immediately inform the Contract Manager, giving details in writing of the circumstances, reasons and likely duration of the inability to comply.

4.4. The Service Provider shall provide the services using suitably qualified personnel of their own choosing. The Service Provider reserves the right to substitute any personnel, provided the Purchaser is reasonably satisfied that any proposed substitute possesses the necessary skills and



qualifications for the satisfactory completion of the Services. The Service Provider will remain liable for the services completed by substitute personnel and will bear any costs.

4.5 It is not intended for there to be any mutuality of obligations between the Purchaser and the Service Provider either during the Contract Period or upon termination. The Purchaser is under no obligation to offer future contracts to the Service Provider and if it does make any such offer the Service Provider is not obliged to accept it.

4.6 The Contract and/or the Service Specification may be amended or added to at any time by the Purchaser under the following circumstances:

4.6.1 by agreement in writing between the Contract Manager and the Service Provider; or

4.6.2 where a statutory obligation, the Service Specification, or the reasonable requirements of the Purchaser require a Variation to the Service. Such Variation shall be notified in writing by the Contract Manager detailing the nature of the Variation, and the date from which it will be effective; and

in both such cases the Contract Manager shall, after consulting with the Purchaser and the Service Provider, determine whether the Variation has a financial impact on the Parties and, if it has, act reasonably to assess that financial impact. Any such assessment shall be given effect by the Contract Manager making a fair and reasonable adjustment to the prices referred to in this Contract with effect from the date which the Variation concerned is effective.

4.7 NOT USED

4.8 The Service Provider shall comply with all legislation in force from time to time and shall notify the Contract Manager in the event of a conflict between such compliance and any provision of the Contract.

4.9 The Service Provider shall not have an exclusive right to provide the Service or services similar to the Service in any geographical area or at all. The Purchaser may provide services the same as or similar to the Services itself or through another Service Provider.

4.10 The Purchaser shall have no right to, nor shall seek to, exercise any direction, control, or supervision over the Service Provider or its staff in the manner, execution or provision of the Services. The Service Provider shall endeavour to co-operate with the Purchaser’s reasonable requests within the scope of the services, however it is acknowledged that the Service Provider shall have autonomy over their working methods.

4.11 The Service Provider may at any time and without giving the Purchaser prior notification, make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Service which do not materially affect the nature or quality of the Service.



4.12 The Services shall be provided at such locations, and during such hours, as the Service Provider deems appropriate for the satisfactory provision of the services.

4.13 Notwithstanding any other provision of this Contract, the Purchaser is under no obligation to give any orders for Services under this Contract and the Service Provider is free to provide services to other organisations provided that no conflict of interest (whether relating to intellectual property of otherwise) arises.

4.14 The Service Provider shall immediately notify the Contract Manager of any inconsistency between any individual Service commissioned and any requirement of the Service Specification and shall seek approval from the Purchaser prior to implementation of any change arising from any such inconsistency.

4.15 If required or reasonably requested by the Purchaser to do so, the Service Provider must throughout the period of this Contract and for a period of six (6) years after the expiry of this Contract give all reasonable assistance to the Purchaser’s Audit and Standards Committee and/or Overview and Scrutiny Committee and to any other board/committee with a similar status, including attending the Purchaser’s Audit and Standards Committee and/or Overview and Scrutiny Committee in order to answer questions pertaining to this Contract.

5.0 Purchase 2 Pay System

5.1 The Service Provider will at the request of the Purchaser provide the Purchaser with data about the goods and services they offer in relation to the provision of the Services in a format specified by the Purchaser in order to create electronic catalogues within any Purchase 2 Pay system that the Purchaser may use from time to time.

5.2The Service Provider will at the request of the Purchaser accept purchase orders via any Purchase 2 Pay system that the Purchaser may use from time to time.

6.0 Quality

6.1 All Services performed under the Contract shall (without affecting any higher standard required under the Contract):

6.1.1 conform as to quantity, quality, description, price and rates as provided in the quotation/tender;

6.1.2 be equal in all respects to the Service Specification (if applicable); and

6.1.3 if the purpose for which the Services are required is indicated in the Contract, either expressly or by implication, be fit for that purpose.



6.2 The Service Provider shall seek to continuously improve the Service through its quality assurance and monitoring systems and shall report in writing on this from time to time in accordance with clause 10 of the Contract and also at the request of the Purchaser.

7.0 Health and Safety

7.1 The Service Provider shall at all times:

7.1.1 comply with the requirements set out in the Service Specification;

7.1.2 comply with all legislation relating to Health and Safety at work and all relevant codes of practice or other authoritative guidance;

7.1.3 observe and apply the provisions of the Service Provider’s Health and Safety Policy and the Health and Safety documents, systems and controls relating to the Contract;

7.1.4 permit the Contract Manager or other duly authorised representative of the Purchaser:

7.1.4.1 to enter and inspect places where the Service, or work in connection with it, is being performed;

7.1.4.2 to inspect any vehicle, plant or equipment used in connection with and any document or information relating to, the provision of the Service.

7.2 If the said Contract Manager, is of the opinion that the Service Provider is in breach of the requirements of this clause 7 they:

7.2.1 shall notify the Service Provider and the Purchaser’s Health and Safety Officer forthwith, giving particulars of the breach;

7.2.2 shall, in the event of potential or imminent danger, take whatever action is deemed necessary to render a situation safe;

7.2.3 may present a report on the breach to the Purchaser’s Health and Safety Officer with such recommendation as they consider;

7.2.4 may inform the Health and Safety Executive.

7.3 The Service Provider shall inform the Contract Manager and the Purchaser’s Health and Safety Officer, immediately (e.g. by telephone) if there is an accident that:

7.3.1 is connected to the performance of the Contract; and

7.3.2 must be reported under RIDDOR.

This clause 7 shall also apply to the diseases and dangerous occurrences that fall under RIDDOR. A copy of the relevant statutory report form must then be sent by the Service Provider to the Contract Manager, within ten days of him being informed or sooner if requested.

7.4 The Service Provider shall ensure that all accidents, occupational diseases and dangerous occurrences are recorded and investigated and that reports of such investigations are submitted to



the Purchaser if so requested. Non-accidental occurrences shall also be investigated if they result in injury to a Service User where applicable during the performance of the Contract.

8.0 Price and Payment

8.1 The Services shall be performed and the Service Provider will be paid for such Services at the price(s) referred to at Schedule 2 to this Contract and no increase in price will be effective unless it is subject to further written agreement between both parties.

8.2 Prices are to be fixed for the duration of the Contract Period. If the Contract Period is extended in accordance with this Contract then any price adjustments in respect of the said extension will be subject to written agreement between the parties and any requests for price changes must be notified in writing at least 28 days beforehand and will be supported by relevant documentation to the satisfaction of the Purchaser.

8.3 Unless agreed otherwise between the Purchaser and the Service Provider in writing, the Purchaser shall pay the Service Provider within 30 days after the date the Purchaser registers the Service Provider’s Valid Invoice. Invoices will not be registered by the Purchaser for payment until satisfactory completion of the Services. VAT, where applicable, shall be shown separately on all invoices as a strictly net extra charge.

8.4 The Purchaser shall not be held responsible for delays in payment caused by the Service Provider’s failure to comply with the Purchaser’s invoicing instructions.

8.5 The Purchaser may set off against money due to the Service Provider under this Contract amounts due to the Purchaser under this Contract and/or any other contract between the parties.

8.6 The Service Provider shall maintain full and accurate accounts for the Services. Such accounts shall be retained by the Service Provider for at least six years following the end of the Financial Year in which the last payment is made under this Contract.

8.7 The Service Provider shall permit the Purchaser’s duly authorised staff or agents to examine the said accounts of the Service Provider at any reasonable time and shall furnish the Purchaser with oral and/or written explanations of the accounts if required.

8.8 Interest on sums due but not paid under the Contract shall be payable in accordance with this clause 8:

8.8.1 for sums due from the Purchaser to the Service Provider if the Contract is a Contract in relation to which the Late Payment of Commercial Debts (Interest) Act 1998 applies, at the rate of 8% above the official bank rate of the Bank of England (as published from time to time), from and including the day following the Due Date until the date of payment; and



for other sums due from the Purchaser to the Service Provider at the rate of 2% above the base lending rate per annum (as published from time to time) of the Barclays Bank plc, from and including the day following the Due Date until the date of payment,

which rates the Service Provider acknowledges provides the Service Provider with a substantial remedy for late payment by the Purchaser, in that it is sufficient to compensate the Service Provider for late payment;

8.8.2 for sums due from the Service Provider to the Purchaser at the rate of 2% above the base lending rate per annum (as published from time to time) of the Barclays Bank plc, from the date when such payment is due until the date of payment.

9.0 Contract Management

9.1 The Contract Manager shall perform the functions allocated to them under the Contract and shall be the representative of the Purchaser for all purposes and matters connected with the Contract.

9.2 The Contract Manager may appoint a duly authorised representative and shall notify the Service Provider in writing of the replacement and the identity of the new Contract Manager.

9.3 The Purchaser shall ensure that the Contract Manager, or duly authorised representative, is available for consultation with the Service Provider at all reasonable times during the Contract.

9.4 The Service Provider shall appoint a named individual who shall be empowered to act on behalf of the Service Provider for all purposes connected with the Contract and the Service Provider shall notify the Purchaser of the name of the said individual. Any information, instruction or other communication given, or made to the Contract Manager, by this individual shall be deemed to have been given or made by the Service Provider.

9.5 The Service Provider shall ensure that the individual referred to in clause 9.4 or a competent individual, duly authorised, is available to meet the Contract Manager at any reasonable time.

10.0 Monitoring and Review

10.1 The Service Provider shall co-operate in the monitoring and evaluation activities undertaken by the Purchaser in respect of the Contract and this shall be in addition to any monitoring as may be required by any applicable Regulatory Body.

10.2 The Purchaser shall convene Service review meetings with the Service Provider giving no less than 10 Working Days notice of this meeting (unless otherwise agreed between the parties or in the case of an emergency). At the Service review meeting the Service Provider shall be required, without limitation, to demonstrate that the Service is being provided in all respects in accordance with the Contract. The Service Provider shall, in advance of the Service review meeting and without limitation, report in writing on the overall performance of the Service, and shall submit activity



information as may be required by the Purchaser. The Service Provider shall make all arrangements for its sub-contractors and suppliers to be present at the Service review meeting as required by the Purchaser.

10.3 Should the Purchaser require any alterations to the Service as a result of monitoring or the Service review meetings, such alterations shall be made, by Variation agreed in writing by the Parties, and the Service Provider shall not unreasonably withhold or delay its consent to any such Variation.

11.0 Method Statements

The Service Provider may (with the prior written consent of the Purchaser, which shall not be unreasonably withheld) from time to time, amend the Method Statements. For the purpose of the Contract, any such amendments to the Method Statements shall take effect from a date five Working Days after the date of the Purchaser’s written consent to the amendment.

12.0 Employment

12.1 The Service Provider shall discharge its responsibility to Workers for payment of all amounts due for work performed and be fully responsible for the administration of all income tax, national insurance contributions or levies of any kind relating to or arising out of the employment of its Workers under this Contract.

12.2 The Service Provider shall ensure that all Workers know of and understand the requirements of the Contract.

12.3 The Service Provider shall have a comprehensive recruitment and selection policy and process which takes account of all relevant legislation in force from time to time. The Service Provider’s policy shall also take into account all equal opportunities legislation in force from time to time. The policy shall cover, without limitation, recruitment, advertising and interviewing. It shall also establish the competencies and qualifications of Workers.

12.4 The Service Provider shall ensure that all its Workers are properly inducted, trained and instructed with regard to all aspects of the provision of the Service and in particular (without limitation) with regards to:-

12.4.1 the particular tasks that a Worker has to perform;

12.4.2 the required skills, experience and knowledge required to deliver the Service;

12.4.3 all of the relevant provisions and requirements under this Contract.

12.5 The Purchaser shall not act as arbitrator between the Service Provider and its Workers under any circumstances.



12.6 The Service Provider shall ensure that it employs at all times an adequate number of sufficiently qualified and experienced Workers to provide the Service and shall ensure that a strategy is in place to identify ongoing training and development needs of Workers.

12.7 The Service Provider shall ensure that each Worker has the right to work in the United Kingdom in compliance with all relevant law and holds a valid permit to work and/or visa at all times as required by law and shall ensure that all necessary checks have been carried out for this purpose. The Service Provider shall supply to the Purchaser, to the Purchaser’s satisfaction, evidence that this clause 12.7 has been complied with and shall place copies of all documentation relating to this clause 12.7 on the Worker’s individual record of employment.

12.8 The Service Provider shall comply with all statutory provisions relevant to the Service including (without limitation) the Human Rights Act 1998, Disability Discrimination Act 2005, Equality Act 2010, Race Relations (Amendment) Act 2000, and the Transfer of Undertakings (Protection of Employment) Regulations 2006, and shall indemnify the Purchaser against all actions, claims, demands, proceedings, damages, costs, charges and expenses whatsoever necessarily and reasonably incurred by the Purchaser in respect of any breach by the Service Provider of this clause 12.8.

12.9 The Service Provider shall indemnify and keep indemnified the Purchaser against all liabilities, costs (including without limitation legal costs and pensions costs) and expenses arising out of or in any way connected to, a Worker being made redundant and/or taking early retirement for any reason (including without limitation by reason of redundancy, business efficiency, ill health or flexible retirement).

13.0 Conduct

13.1 The Service Provider shall take all reasonable steps to ensure that all Workers engaged in providing the Service are at all times considerate, respectful and act in accordance with the requirements of the Service Specification.

13.2 The Service Provider shall promote its partnership with the Purchaser in a positive manner and at all times act in such a manner as to enhance the image and reputation of the Purchaser.

13.3 In particular the Service Provider shall ensure that all Workers are aware of the requirements of the Service Specification and in particular do not:

13.3.1 harm or expose to danger any Service User;

13.3.2 use abusive or insulting language or behaviour towards or in the presence of any Service Users;

13.3.3 contravene any smoking policy;



13.3.4 discriminate against or harasses the Service User, by reference to the colour, race, nationality or ethnic origin, age, gender, creed, disability or sexual orientation of that person or;

13.3.5 create nuisance or disruption to the Service;

13.3.6 display any pornographic material.

13.4 In the event of any breach of clause 13.3, the Service Provider shall remedy the breach through the use of its employment procedures.

13.5 In the event of any breach of or incident arising under this clause 13, the Service Provider shall investigate and submit a report, including any actions taken as a result, to the Contract Manager, who will determine the impact on the Service and any further action to be taken under the terms of this Contract.

14.0 Bribery Act 2010

The Service Provider warrants and undertakes to the Purchaser that it will, throughout the duration of this Contract, use all reasonable endeavours to have in place adequate procedures (as referred to in section 7(2) of the Bribery Act 2010) designed to prevent persons associated with the Service Provider from bribing any person with the intention of obtaining or retaining business for the Service Provider or with the intention of obtaining or retaining an advantage in the conduct of business for the Service Provider.

15.0 Human Rights Act 1998

15.1 The Service Provider shall have an understanding of the principles arising from the Human Rights Act 1998, comply with the Human Rights Act and submit details/handouts to Workers and offer training to ensure that all Workers have an awareness of all legislation in force from time to time.

15.2 The Service Provider shall indemnify and keep indemnified the Purchaser against all actions, claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect of, or in any way arising out of any breach of the Human Rights Act or any related legislation.

16.0 Information for Retendering and Exit Strategy

16.1 On the termination or expiry of this Contract, howsoever arising, the Service Provider shall co-operate with the Purchaser and facilitate the efficient transfer of the Services to a new provider (whether that will be the Purchaser or a new third party service provider (‘Future Service Provider’)) with the minimum possible disruption to the provision of the Services, such co-operation to be provided on the following terms:



16.1.1 the Service Provider shall for a period of [3] calendar months prior to the date of termination or expiry of the Contract and for a period of [3] calendar months thereafter, provide reasonable assistance to the Future Service Provider, including access to the relevant personnel, information and materials to permit the Future Service Provider to familiarise itself with the Services, to the extent necessary to take over the provision of the Services. If this Contract terminates in accordance with the provisions of this Contract by either party giving less than [3] calendar months’ notice then the period of assistance by the Service Provider prior to the termination or expiry of this Contract pursuant to this clause 16.1 shall be the same duration as the period of notice; and

16.1.2 where applicable and in accordance with clauses 12.8 and 17 and at the reasonable request of the Purchaser, the Service Provider shall provide such information and data as may be reasonably required to enable the preparation of the necessary documentation to appoint the Future Service Provider.

16.2 Subject to the provisions of clause 18.0, the requirements set out in that clause do not include any information or data of the Service Provider which is commercially sensitive.

16.3 The Service Provider shall supply the information and data referred to in this clause 16 as required by the Purchaser for the purpose of the monitoring and performance management systems as specified by the Purchaser and any other purpose in accordance with this Contract within 10 Working Days of the request.

17.0 NOT USED

18.0 Intellectual Property

18.1 All intellectual property rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

18.1.1 provided to the Service Provider by the Purchaser shall remain the property of the Purchaser;

18.1.2 prepared by or for the Service Provider specifically for the use, or intended use, in relation to the performance of the Contract shall belong to the Purchaser subject to any exceptions set out in the Contract.

18.2 The Service Provider shall obtain necessary approval before using any material, in relation to the performance of the Contract which is or may be subject to any third party intellectual property rights. The Service Provider shall procure that the owner of the intellectual property rights grants to the Purchaser a non-exclusive licence, or if the Service Provider is itself a licensee of those rights, the Service Provider shall grant to the Purchaser an authorised sub-licence, to use, reproduce, and maintain the intellectual property rights. Such licence or sub-licence shall be non-exclusive,



perpetual and irrevocable, shall include the right to sub-license, transfer, novate or assign to other Councils, the replacement provider of the Services or to any other third party providing services the same as or similar to the Services to the Purchaser, and shall be granted at no cost to the Purchaser.

18.3 It is a condition of the Contract that the Services will not infringe any intellectual property rights of any third party and the Service Provider shall during and after the Contract Period on written demand indemnify and keep indemnified without limitation the Purchaser against all liabilities which the Purchaser may suffer or incur as a result of or in connection with any breach of this clause 18, except where any such claim relates to the act or omission of the Purchaser.

18.4 At the termination of the Contract the Service Provider shall at the request of the Purchaser immediately return to the Purchaser all materials, work or records held in relation to the Services, including any back-up media.

19.0 Confidentiality

19.1 The Service Provider shall, subject to clauses 21 and 22:-

19.1.1 treat as confidential all information obtained or received by it in connection with the Contract and only use such information for the purposes of the Contract;

19.1.2 comply with the provisions of the Data Protection Legislation and that any Personal Data shall not be disclosed to any third party, unless expressly provided herein and subject in all respects to the Purchaser’s prior written consent;

19.1.3 ensure that the Service Provider’s Workers, agents and sub-contractors observe the confidentiality of such information and comply with the provisions of this clause 19.1;

19.1.4 indemnify the Purchaser against any actions, damages, claims, loss or proceedings or costs arising from any breach of this clause 19.1 by the Service Provider.

19.2 The restrictions in clause 19.1 shall continue to apply after the Contract has come to an end or, if it takes place earlier, termination of the whole of this Contract but they shall not apply (whether whilst this Contract is in force or after) to information which:

19.2.1 is in, or comes into the public domain (except if this is as a result of a breach by either Party of this clause 19.2);

19.2.2 is required to be disclosed by law;

19.2.3 was already in the Service Providers possession without any restriction as to its use;

19.2.4 subsequently lawfully comes into the Service Providers possession from a third party; or

19.2.5 is required to be disclosed by any Regulatory Body or governmental body.



20.0 Copyright

20.1 All reports and other documents and materials the copyright or similar protection therein arising out of the performance of the Service Provider’s duties in relation to the Contract hereunder are hereby assigned to and shall vest in the Purchaser absolutely.

20.2 The provisions of clause 20.1 shall apply during the continuance of the Contract and after its termination howsoever arising.

21.0 Data Protection Act Legislation

21.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.

22.0 FREEDOM OF INFORMATION ACT 2000

22.1 Notwithstanding any other provision of this Contract:

22.1.1 the Service Provider acknowledges that the Purchaser is subject to the requirements of the FOIA and the Environmental Information Regulations and that any disclosure of information required by law is not a breach of this Contract;

22.1.2 the Service Provider agrees that the Purchaser may be obliged to disclose any information under this Contract (or in any other related documentation) provided by the Service Provider:

22.1.2.1 without consulting with the Service Provider; or

22.1.2.2 following consultation with the Service Provider and having taken its views into account;

22.1.3 the Service Provider shall use all reasonable efforts to assist the Purchaser in its compliance with the obligations imposed on the Purchaser by the FOIA and the Environmental Information Regulations, to the extent that the obligations relate to the information held by the Service Provider on behalf of the Purchaser or otherwise in connection with this Contract or the Service provided hereunder;

22.1.4 the Service Provider shall provide the Purchaser with a copy of all information, including Confidential Information, held by the Service Provider on behalf of the Purchaser, or otherwise in connection with this Contract or the Service provided hereunder, in the form that the Purchaser requires within 5 days of the Purchaser’s request (or such other period as the Purchaser may specify), to enable the Purchaser to respond to a request for information within the time for compliance set out in the FOIA and the Environmental Information Regulations;

22.1.5 the Service Provider shall ensure that information held on behalf of the Purchaser or otherwise in connection with this Contract or the Service provided hereunder is retained for disclosure and shall permit the Purchaser to inspect such information from time to time.

22.1.6 In complying with the obligations of clause 22.1, the Parties agree that:



22.1.6.1 they shall at all times act in good faith and the Service Provider shall do nothing to prevent the Purchaser from complying with its obligations under the Data Protection Legislation, FOIA and the Environmental Information Regulations; and

22.1.6.2 they shall not disclose to any third party information that is exempt under the Data Protection Legislation, FOIA and the Environmental Information Regulations.

22.2 The Service Provider shall indemnify and keep indemnified the Purchaser against all losses, claims,

damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of

any breach of this clause 22 by the Service Provider.

23.0 Indemnity and Insurance

23.1 The Service Provider shall indemnify, and keep indemnified, the Purchaser in respect of all the Purchaser’s losses, costs and damages ( including without limitation, reasonable legal costs incurred on a solicitor-client basis, fines and penalties and interest) incurred by the Purchaser in relation to any claim, proceedings or action brought or threatened against the Purchaser and /or any of its personnel or elected members by any third party to the extent that third party alleges any one or more of the following by the Service Provider in relation to its conduct in connection with the Contract.

23.1.1 Negligence or other tort

23.1.2 Any act or omission that constitutes a breach of this Contract

23.1.3 Breach of the law

23.1.4 Infringement of the property rights of that third party making or threatening the claim (including without limitation, intellectual property rights)

23.1.5 Breach of any duty of care (whether arising in tort, contract, under statute or otherwise) which the Service Provider (or that person acting on its behalf) separately owes the third party.

23.2 The Purchaser shall not be liable, whether in contract and / or tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, goodwill, business, business opportunity or anticipated saving; loss or corruption of data or information; or any special, indirect or consequential damage or loss suffered by the Service Provider that arises under or in connection with this Contract.



23.3 During the first year of this Contract and each year thereafter for the duration of the Contract the Service Provider shall maintain in force the following insurance policies obtained prior to contract commencement with generally recognized reputable insurance companies: (and which would pay out claims in relation to the indemnity given by the Service Provider in clause 23.1 where relevant):

23.3.1 public liability insurance for not less than £5,000,000 (five million pounds) per claim;

23.3.2 employers’ liability insurance for not less than £10,000,000 (ten million pounds); and

23.3.3 professional indemnity insurance for not less than £2,000,000 (two million pounds)

The Service Provider shall ensure the existence on each insurance policy for public liability and employers’ liability insurance of an indemnity to principle clause.

23.4 On taking out and on renewing each policy annually, the Service Provider shall promptly obtain (a) letter(s) from the Insurer(s) or Insurance Broker(s) on their letter-headed paper providing the required details as set out in Annexure [x] and send a copy of each letter to the Purchaser within 14 (fourteen) days of the Renewal Date.

23.5 The Service Provider shall ensure that any sub-contractors also maintain adequate insurance having regard to the obligations under this Contract which they are contracted to fulfil.

23.6 The Service Provider shall:

23.6.1 do nothing to invalidate any insurance policy or to prejudice the Purchaser's entitlement under it; and

23.6.2 notify the Purchaser if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change or void.

23.7 The Service Provider’s liabilities under this Contract shall not be deemed to be released or limited by the Service Provider taking out the insurance policies referred to in clause 23.3

24.0 Assignment and Sub-Contracting

24.1 The Purchaser shall be entitled to assign the Contract or benefit of the Contract or any part thereof and shall give written Notice of any assignment to the Service Provider.



24.2 Subject to clause 4.4 the Service Provider shall not, without obtaining the prior written consent of the Purchaser:

24.2.1 assign the Contract or any part thereof or the benefit or advantage of the Contract or any part thereof; or

24.2.2 sub-contract the Service or any part of the Service;

and if such consent is given, the Service Provider shall be responsible for all Services performed by any assignee and/or sub-contractors.

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

24.4 In the event of a proposed change of ownership, the Service Provider shall immediately and in any event prior to the change taking place, inform the Purchaser.

24.5 The Service Provider shall give notice to the Purchaser should:

24.5.1 there be a change in the majority control of the shares in, or voting rights amongst its shareholders or members of its organisation;

24.5.2 it merge with another organisation;

24.5.3 it transfer any of its business to another organisation.

24.6 The Purchaser, on consideration of any change arising as a result of clause 24.4 and 24.5 may take action to terminate the Contract in accordance with clause 30 contained herein.

25.0 Agency

This Contract does not give rise to an employment relationship or arrangement whether between the Service Provider or its Workers and neither the Service Provider nor its Workers shall in any circumstances hold themselves out as being:

25.1.1 the employee, servant or agent of the Purchaser;

25.1.2 authorised to enter into any Contract on behalf of the Purchaser or to in any way bind the Purchaser to the performance, Variation, release, discharge or any obligation under this Contract.

26.0 Waiver



Failure by either Party at any time to enforce the provisions of the Contract or to require performance by the Party in default of any of the provisions shall not affect the validity of the Contract or any part thereof or the right of the Party not in default to enforce any provision in accordance with its terms.

27.0 Notices

27.1 Any Notice to be served upon the Purchaser shall be valid and effective if it is in writing and is sent by recorded delivery post or first class post or facsimile to the Purchaser or by personal delivery to its Contract Manager.

27.2 Any Notice to be served upon the Service Provider shall be valid and effective if it is sent by recorded delivery post or first class post or facsimile to the registered office or the principal place of business of the Service Provider or delivered by hand to the named individual of the Service Provider referred to in clause 9.4.

27.3 Subject to clause 27.4, all notices and communications shall be deemed to have been served:

27.3.1 if posted, 2 Working Days after the date when posted;

27.3.2 if personally delivered, on the date of delivery; or

27.3.3 if sent by facsimile, when a transmission report is generated confirming that the facsimile has been transmitted in full.

27.4 Notwithstanding clause 27.3, if by applying its provisions a Notice is deemed to have been served on a day which is not a Working Day or it is not received between the hours of 9am to 5pm on a Working Day then it shall be deemed to have been served on the next immediately following Working Day.

28.0 Default

28.1 If, in the reasonable opinion of the Purchaser or the Contract Manager, the Service Provider fails to provide the Service in accordance with the Contract, the Purchaser shall issue a Notice of Default to the Service Provider. If a Notice of Default is issued, the Purchaser may (without prejudice to any other remedy available to it):

28.1.1 require the Service Provider to remedy the Default (where the Default is capable of such) within such reasonable period as the Purchaser may specify without any additional charge to the Purchaser; or



28.1.2 itself provide the Service, or have the Service provided in whole or in part, until such time as the Service Provider can demonstrate to the Purchaser that the Service Provider is able to provide the Service in accordance with the Contract.

28.2 Where the Purchaser issues a Notice of Default under clause 28.1 it may charge the Service Provider up to the sum of £150.00 as a contribution towards the Purchaser’s administrative costs in connection with the Notice of Default. The Service Provider acknowledges that this represents a genuine pre-estimate of the costs, which the Purchaser would incur in issuing each such Notice of Default.

28.3 Where the Purchaser provides the Service under clause 28.1.2 hereof, they may recover any monies, which have been paid in advance for the Service.

28.4 Where the Purchaser provides the Service under clause 28.1.2 hereof, it may charge the Service Provider the cost of providing the service plus a reasonable sum in respect of the Purchaser’s administration costs in connection with such provision.

28.5 Where, in the reasonable opinion of all Parties to the Contract, the

Default is deemed to be incapable of remedy, action to terminate the Contract under clause 30 shall be taken

29.0 Resolution of Dispute

29.1 Without prejudice to any other rights, which each Party may have under the Contract, either Party may register a dispute with the other by raising the matter with the other Party in writing (a ‘Dispute Notice’). A Dispute Notice shall set out brief particulars of the matter in dispute and the remedy or other outcome sought by the Party serving the Dispute Notice.

29.2 Within 10 Working Days of the serving of a Dispute Notice, the Contract Manager and the named individual of the Service Provider referred to in clause 9.4 shall meet and attempt to resolve the dispute.

29.3 If the dispute remains unresolved after the clause 29.2 meeting, the dispute shall be referred to the appropriate Executive Director of the Purchaser and the Chief Executive (or similar) of the Service Provider who shall meet within 10 Working Days of the clause 29.2 meeting to attempt to resolve the dispute.

29.4 If the dispute remains unresolved after the clause 29.3 meeting, the dispute may be referred by either Party or both Parties to a suitably qualified and neutral mediator (the ‘Mediator’) for mediation pursuant to the procedure set out in clause 29.7. The Mediator shall be nominated jointly by the Purchaser and the Service Provider or, in default of such agreement or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is



unable or unwilling to act, apply to the Centre for Effective Dispute Resolution or other similar mediation provider to appoint a Mediator.

29.5 In the event of the dispute being referred to a Mediator the Party requesting the referral shall be responsible for paying the costs of the nomination of the Mediator. Following such a nomination, the fees accruing from the ongoing involvement of the Mediator shall be shared equally between the Parties.

29.6 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Service Provider and its staff shall comply fully with the requirements of the Contract at all times.

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

29.7.1 the Parties shall within 10 Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution or other similar mediation provider to provide guidance on a suitable procedure;

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

29.7.3 if the Parties reach agreement on the resolution of the dispute, the agreement shall be

recorded in writing and shall be binding on the Parties once it is signed by their duly authorised

representatives;

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

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

29.8 Nothing in this clause 29 shall prevent a Party from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.



30.0 Termination

30.1 Without prejudice to any other rights the Purchaser may have under the Contract, the Contract may be terminated at any time by the Purchaser giving at least [3] months notice in writing to the Service Provider (or such lesser period as may be agreed between the Parties).

30.2 In addition to any other rights of termination the Purchaser may have under the Contract, the Purchaser may terminate the Contract by Notice in writing having immediate effect should any of the following apply:

30.2.1 the Service Provider has committed a breach of its obligations under the Contract, legislation or regulatory requirements, which is, in the reasonable opinion of the Purchaser substantial and, if the breach or failure is capable of remedy, has failed to remedy the same to the reasonable satisfaction of the Purchaser within 10 Working Days of the Service Provider receiving Notice of the breach from the Purchaser;

30.2.2 the Service Provider becomes bankrupt, or makes a composition or arrangement with its creditors, or has a proposal in respect of its company for a voluntary arrangement for a composition of debts, or scheme or arrangement approved in accordance with the Insolvency Act 1986;

30.2.3 any gift or inducement of whatever kind is offered or given by or on behalf of the Service Provider to any person in connection with the Contract or any offence committed under Prevention of Corruption Acts 1889-1916, or the offer or giving of any fee or reward, the receipt of which is an offence under Section 119(2) of the Local Government Act 1972;

30.2.4 the Service Provider has a winding up order made or (except for the purposes of a solvent amalgamation or reconstruction) a resolution for voluntary winding up passed;

30.2.5 the Service Provider has a provisional liquidator of its business or undertaking duly appointed;

30.2.6 the Service Provider has an administrative receiver as defined in the Insolvency Act 1986 appointed;

30.2.7 the Service Provider has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge;

30.2.8 the Service Provider is in circumstances which entitle the court or a creditor to appoint, or have appointed, a receiver, manager, or administrative receiver, or which entitle the court to make a winding-up order;

30.2.9 the Service Provider is, or has any partner, director or senior manager of it involved in the Services, convicted of an offence of dishonesty;

30.2.10 where in the Contract Manager’s reasonable opinion the Service Provider by its act or omission causes or will cause a serious risk to the mental or physical well being of all or any of the Service Users (details of which will be specified in the Notice).

30.3 Termination under clause 30.1 or 30.2 is without prejudice to the rights of the Parties accrued prior to termination and to clauses 28 and 30.4.



30.4 In the event of termination under clause 30.2, the Purchaser shall:

30.4.1 cease to be under any obligation to make further payment until any costs, loss or damage resulting from or arising out of the termination shall have been calculated and provided that such calculation shows a sum or sums due to the Service Provider;

30.4.2 be entitled to employ and pay other persons to provide and complete the provision of the Service or any part thereof;

30.4.3 be entitled to deduct from any sum or sums which would but for clause 30.4 have been due from the Purchaser to the Service Provider under the Contract or any other contract or be entitled to recover the same from the Service Provider as a debt, any loss or damage to the Purchaser resulting from or arising out of the termination. Such loss or damage shall include the reasonable cost to the Purchaser of the time spent by it in terminating the Contract and in making alternative arrangements for the provision of the Service or any part thereof.

30.5 In respect of a termination under clause 30.2 when the total costs, loss and damage resulting from or arising out of the termination of the Contract have been calculated and deducted so far as practicable from any sum or sums which would but for clause 30.4 have been due to the Service Provider, any balance shown as due to the Purchaser shall be recoverable as a debt. Alternatively, the Purchaser shall pay to the Service Provider any balance shown as due to the Service Provider.

30.6 Notwithstanding any other provision of this Contract, if this Contract is terminated by the Purchaser due to the Service Provider’s insolvency or default at any time, the Purchaser shall only be liable to reimburse eligible payments made by, or due to, the Service Provider in respect of the provision of the Service before the date of termination.

30.7 Upon termination each party shall promptly:

30.7.1 return to the other party all equipment, materials and property belonging to the other party that it had supplied to it in connection with the provision of the Services under this Contract;

30.7.2 return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;

30.7.3 erase all the other party’s Confidential Information from its computer systems (to the extent possible); and

30.7.4 on request, certify in writing to the other party that it has complied with the requirements of this clause 30.7.

31.0 Legal Proceedings and Investigations by the Local Commissioner

31.1 The Service Provider shall, at its own expense provide any information relevant to the provision of the Service, including written documents, to the Purchaser in connection with any actual or prospective legal inquiry or court proceedings in which the Purchaser is or may be involved; or any relevant disciplinary hearing internal to the Purchaser and shall ensure that its Workers are available to be interviewed in connection therewith and to give evidence in such inquiries or proceedings or hearings arising out of the provision of the Service.



31.2 The Service Provider shall co-operate fully and in a timely manner with any investigation by the Local Commissioner (Local Government Ombudsman) under Part III Local Government Act 1974 and at the expense of the Service Provider, including without limitation any requests from time-to-time to provide documents, or to procure the provision of documents and to provide, or to procure, any oral or written explanation relating to the same and any requests made by the Local Commissioner to view premises or to interview the Service Provider’s Workers.

31.3 In the event of:

31.3.1 a Local Commissioner reporting that injustice has been caused to a person aggrieved in consequence of maladministration; and

31.3.2 such maladministration having been caused or contributed to by the act or omission of the Service Provider; and

31.3.3 the Purchaser deciding on having such report laid before it to make a payment or provide some other benefit to such person;

31.3.4 or in the event of the Purchaser reasonably deciding to make a payment in a local settlement of any Ombudsman complaint at the suggestion of, or with the approval of, the Local Commissioner in circumstances where the injustice complained of is attributable in whole or in part to the act or omission of the Service Provider;

31.3.5 then the Service Provider shall reimburse the Purchaser the amount of such payment or pay to the Purchaser the reasonable cost of such benefit as the case may be (or such proportion thereof as the Purchaser may reasonably determine is attributable to the act or omission of the Service Provider) and the Purchaser may deduct any such sums from any payment otherwise due to the Service Provider under the Contract.

32.0 Financial Viability

32.1 The Service Provider shall be deemed to have conducted a suitable financial risk evaluation prior to the Contract Period in order that it can accommodate that risk and shall ensure that it has as part of its preparation for the provision of the Services procured sufficient and appropriate resources to provide the Service in accordance with th#e Contract from the Commencement Date until the expiry of the Contract Period and any extension of the Contract Period.

32.2 The Service Provider shall make available to the Purchaser all such financial and other records, which relate to the provision of the Service as the Purchaser may reasonably require upon Notice to the Service Provider. The Service Provider shall co-operate with the Purchaser to enable the Purchaser to view and if necessary copy such records, either at the premises of the Service Provider or the Purchaser.

32.3 In the event of the Service Provider’s financial position being substantially adversely affected by any circumstances, the Service Provider shall notify the Purchaser at the earliest possible time and shall submit all relevant financial statements and documentation to the Purchaser and shall, if so required by the Purchaser, meet with the Purchaser’s representatives to consider the implications (if any) of such an adversely affected financial position for both the Service and Service Users together with how such implications can be minimised.



33.0 Equal Treatment

33.1 Each Party shall comply with its statutory obligations under the Equality Act 2010 and

to that end shall adopt a policy to comply with those obligations. Accordingly, neither

Party will treat one group of people less favourably than others because of their

colour, race, nationality or ethnic origin or other protected characteristics, in relation

to decisions to recruit, train or promote employees.

33.2 Each Party shall set out its policy on equality and diversity:

33.2.1 in instructions to those concerned with recruitment, training and promotion;33.2.2 in documents available to employees, recognised trade unions or other representative

groups of employees;

33.2.3 in recruitment advertisements and other literature.

33.3 Each Party shall observe as far as possible the Equality and Human Rights

Commission’s Equality Act 2010, Statutory Code of Practice Employment 2011, the

Disability Rights Commission’s Code of Practice on Employment and Occupation 2004,

and any other Codes of Practice issued by the Equality and Human Rights Commission,

which give practical guidance to employers and others on the elimination of

discrimination in respect of protected characteristics and the promotion of equality of

opportunity in employment, including but not limited to steps that can be taken to

encourage members of the black and minority ethnic communities to apply for jobs or

take up training opportunities.

33.4 Notwithstanding any other provisions of the Contract, neither Party shall be entitled

to terminate the Contract by virtue of any breach by the other party of this clause 33.

34.0 Service Continuity

34.1 The Service Provider shall maintain a service continuity plan to ensure that it can continue to provide the Service in the event of an emergency which affects or may affect the Service (“Service Continuity Plan”). The Service Provider shall:-

34.1.1 prepare a robust Service Continuity Plan to ensure continuation of the Service;



34.1.2 disclose its Service Continuity Plan to the Purchaser (including any revisions made from time to time);

34.1.3 permit the monitoring of the Service Provider’s service continuity arrangements by the Purchaser;

34.1.4 notify the Purchaser if there is an incident or a requirement which invokes the Service Continuity Plan (such notification to be given prior to any notification in respect of the same to the media in accordance with this Contract);

34.1.5 provide the Purchaser with a report on the management of any such incident or requirement and any consequential amendment made to the Service Continuity Plan or associated procedures of the Service Provider thereafter.

35.0 Force Majeure

35.1 In this clause 35, ‘Force Majeure’ event means strikes or lockouts not involving the Service Provider or its Workers, Acts of God, war, radiation, major cyber-attacks, compliance with the express instructions of the police or other emergency services, compliance with any law or governmental order, rule, regulation or direction to the extent that any of the same are beyond the reasonable control of the Party seeking to rely on this clause 35 or any other event or occurrence which is outside the reasonable control of either Party concerned or which is not attributable to any act or failure to take preventative action by the Party concerned.

35.2 If either Party is prevented, hindered or delayed from or in performing any of its obligations under this Contract by reason of a Force Majeure event then:

35.2.1 that Party’s obligations under this Contract shall be suspended for so long as the Force Majeure event continues and to the extent that the Party is so prevented, hindered or delayed;

35.2.2 as soon as reasonably possible after commencement of the Force Majeure event that Party shall notify the other Party in writing of the occurrence of the Force Majeure event, the date of commencement of the Force Majeure event and the effects of the Force Majeure event on its ability to perform its obligations under the Contract;

35.2.3 that Party shall use all reasonable efforts to mitigate the effects of the Force Majeure event upon the performance of its obligations under this Contract and that Party shall forthwith notify the other Party in writing of the cessation of the Force Majeure event and shall resume the performance of its obligations under the Contract as soon as reasonably possible after such cessation.

35.3 If the Force Majeure event continues for more than [30] days after the commencement of the Force Majeure event, either Party may terminate the Contract by giving not less than 30 days’ Notice in writing to the other Party (unless otherwise agreed in writing between the Parties).

36.0 Environmental Impact



36.1 The Service Provider shall use all reasonable endeavours to improve and maintain the quality and sustainability of both local and global environments in the provision of the Services.

36.2 The Service Provider shall use all reasonable endeavours to ensure that during the performance of the Contract all working methods, equipment, materials and consumables, practices and procedures in the provision of the Service minimise environmental damage as far as is reasonably possible and adhere to all relevant environmental legislation.

37.0 Publicity

The Service Provider shall fully consult and agree with the Purchaser the details of all press statements and other publicity issued by the Service Provider or it’s sub-contractors in relation to the Project.

38. Local Government Transparency Code

38.1 As a Local Authority, the Purchaser must publish details of any contract, commissioned activity, purchase order, framework agreement and any other legally enforceable agreement with a value that exceeds £5,000. If the value of this Contract exceeds £5,000, or if any extension or variation to the Contract results in its total value exceeding £5,000, the following details of the Contract will be published by the Purchaser on its website on a quarterly basis:

a) reference number: [CONTRACT REFERENCE]

b) title of agreement: [PROJECT / CONTRACT NAME]

c) local authority department responsible: SHEFFIELD CITY REGION EXECUTIVE TEAM

d) description of the goods and/or services being provided: [DESCRIPTION OF CONTRACT]

e) Service Provider name and details: [SERVICE PROVIDER NAME AND ADDRESS]

f) sum to be paid over the length of the contract or the estimated annual spending or budget for the contract: [TOTAL CONTRACT VALUE]

g) Value Added Tax that cannot be recovered: [ZERO] / [IF CONTRACT IS FOR NON-WORK-RELATED HOSPITALITY CHECK WITH FINANCE]

h) start, end and review dates: [COMMENCEMENT DATE AND COMPLETION DATE]

i) whether or not the contract was the result of an invitation to quote or a published invitation to tender: [PROCUREMENT METHOD USED TO AWARD]

j) whether or not the Service Provider is a small or medium sized enterprise and/or a voluntary or community sector organisation and where it is, provide the relevant registration number:

[SME STATUS, VOLUNTARY / COMMUNITY SECTOR ORGANISATION STATUS AND REGISTRATION NUMBER IF APPLICABLE] / [NOT APPLICABLE]

38.2 The Service Provider will notify the Purchaser as soon as reasonably possible of any change to the information included in clause 38.1, and the Service Provider consents to the Purchaser publishing the information set out in clause 38.1 on a quarterly basis.



39.0 Severance

If any provision of this Contract or part thereof should be found to be invalid, ineffective or unenforceable under any applicable statute or regulation, the remainder of the provisions shall stand in full force and effect.

40.0 Contracts (Rights of Third Parties) Act 1999

A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

41.0 Law

41.1 This Contract is governed by English Law.

41.2 All disputes, claims or proceedings between the Parties relating to the validity, construction or performance of this Contract shall be subject to the jurisdiction of the English Courts to which the Parties hereto irrevocably submit.


Sheffield City Region€¦ · Web viewIt is the 10th largest LEP area by population and has the...

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Transcript of Sheffield City Region€¦ · Web viewIt is the 10th largest LEP area by population and has the...