County Supplies · Web viewc.The Council placed an advertisement in the Official Journal of the...

HS2144

TENDER FOR THE SUPPLY & DISTRIBUTION OF FRUIT & VEGETABLES AND MILK & MORNING GOODS TO HAMPSHIRE COUNTY COUNCIL AND

OTHER CUSTOMERS

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Corporate ProcurementCounty SuppliesProperty, Business and Regulatory ServiceBar End Road, WinchesterHampshire SO23 9NR

Telephone: 01962 826967Fax: 01962 877946

Enquiries to: Angela Kearns

Direct Line: 01962 826920

E-mail: [email protected]

Dear Sirs,

You are invited to tender, subject to Hampshire County Council’s Framework Agreement Conditions of Contract, for the Supply and Distribution of Fruit & Vegetables and Milk & Morning Goods to Hampshire County Council and other Customers as listed in the Notes for Guidance for contractors (Schedule 2)

Hampshire County Council does not bind itself to accept the lowest or any tender, and reserves the right to accept the whole or part tender.

Your tender should be returned, via the In-tend system (www.in-tendhost.co.uk), not later than 14.00 on Thursday 25 September 2014.

Tenderers are reminded not to make any changes to the document other than those that are requested and the document needs to be returned in the same format that it is received in.

Acceptance of all Framework Agreement Conditions of the Contract set out in this document, inclusive of all schedules is mandatory. Non-acceptance of the Framework Agreement terms of the Contract will result in your tender bid being automatically rejected.

Hampshire County Council is committed to working towards achieving sustainable development by meeting the needs of the present without compromising the interests of future generations.

Sustainable development is a concept that requires engagement with the integration of people’s social, economic and environmental well being, and recognises that these cannot be tackled in isolation. The strategy seeks to ensure that the Hampshire County Council undertakes its own activities in a sustainable way, thereby setting a good example to the rest of the community as a service provider, consumer and major employer. It will complement our role of working with the community to secure a sustainable Hampshire and

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support the aims and other initiatives outlined in our corporate strategy. The Contractor should take into consideration these policies when establishing its working practices.

This contract was advertised in the Supplement of the Official Journal of the European Communities in accordance with the terms of the Public Sector Directive, 2004/18/EC and the Public Contracts Regulations 2006.

Any further information required can be obtained from the undersigned.

Yours faithfully

Angela KearnsPrincipal Buyer Food

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CONTENTS AND CHECK LIST

Framework Agreement Conditions of Contract (Pages 7 to 40 of this document)Tenderers are required to read this section in full and then complete their company name and address in section (2) on the first page and also 52.1 on page 39. Please do not complete any other parts of this section, they will be completed upon successful award of the contract.

Tick once completed □

Schedule 1 – Order Agreement (Pages 41 to 65 )Tenderers are required to read this section in full and keep a copy for future reference.

Schedule 2 – Invitation to Tender Submission (Pages 66 to 86 )Notes of Guidance for firms applying to tender (Pages 66 to 86)This section gives the tenderer information that is specific to the framework agreement and should be read in full before the submission is completed.

Schedule 3 – Summary of Product Specification (Pages 87 to 97)This section should be read in full before the submission is completed.

Form of Tender (Page 99 )This form needs to be completed and shows the contractors acceptance of the Framework Agreement Conditions of the Contract should they be awarded any or part of it.


Schedule A – Tender Questionnaire (Pages 100 to 111)This section should be read in full and completed by the tenderer.Tick once completed □

Schedule B – Price Schedule (Pages 112 to 113)B1 – Fruit & Vegetables Pages 112 to 113 Gives details of what is required from the tenderer for this schedule.B2 – Milk & Morning Goods Pages 113 to 114 Needs to be completed by the tenderer.Tick once completed □

Schedule C – Quality, Sustainability and Traceability (Non-Price) (Page 115 to 116)Page 115 to 116 Gives details of what is required from the tenderer for this schedule.Page 116 Needs to be completed by the tenderer.


Schedule D – Ability to meet specified delivery windows (Non-Price (Page 117 to 119 )

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Page 117 to 119 Gives details of what is required from the tenderer for this schedule.Page 117 to 119 Needs to be completed by the tenderer.


Schedule E – E-procurement (Non-Price (Page 120 to 121 )Page 120 to 121 Gives details of what is required from the tenderer for this schedule.Page 120 to 121 Needs to be completed by the tenderer.


Schedule F – Account Management and Customer Service (Non-Price) (Page 122)Page 122 Gives a details of what is required from the tenderer for this schedule.Page 122 Needs to be completed by the tenderer.


Schedule G – Priced List of Items (Page 123)Page 123 Gives details of what is required from the tenderer for this schedule.Page 123 Needs to be completed by the tenderer.Tick once completed □

Schedule H – Delivery Areas/Lots (Non-Price) (Page 124)Page 124 Gives a details of what is required from the tenderer for this schedule.Page 124 Needs to be completed by the tenderer.


Schedule I – Operational Lots/Areas of the Framework Agreement (Non-Price) (Page 125)Page 125 Gives a details of what is required from the tenderer for this schedule.

Examples of Scoring Matrix (Page 126)This section should be read in full.

Schedule 4 – Payment Procedure (Page 127 to 130)This section needs to be read in full.

Appendix A – Customer Directory (separate attachment)Gives details of the Customers who will be using the Contract.


Returning your tender Submission

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Your tender should be returned, via the In-tend system (www.in-tendhost.co.uk), not later than 14.00 on Thursday 25 September 2014

Tenderers are reminded not to make any changes to the document other than those that are requested and the document needs to be returned in the same format that it is received in.

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http://www.in-tendhost.co.uk/

FRAMEWORK AGREEMENT CONDITIONS OF CONTRACT

THIS FRAMEWORK AGREEMENT is made the day of 2014

BETWEEN:

(1) Hampshire County Council of the Castle Winchester SO23 8UJ for and on behalf of The Customers (the “Council”)

and

(2) Company Name: whose registered office is atFull Company Address

(the “Contractor”)

WHEREAS:

a. The Council is acting as lead authority on behalf of all the Customers.

b. The Council wishes to arrange for the provision and supply of Fruit and Vegetables and Milk and Morning Goods (“the Products”) on behalf of itself and the Customers.

c. The Council placed an advertisement in the Official Journal of the European Union (“OJEU Notice”) seeking expressions of interest from potential Contractors for a framework arrangement for the supply and distribution of the Products.

d. The Contractor, having responded to the OJEU Notice, was invited to tender under the Open Procedure of the Public Contract Regulations 2006 and on the basis of the tender submitted was selected by the Council to be appointed to the framework.

e. The Contractor will enter into this Framework Agreement with the Council for the supply and distribution of the Products.

f. This Framework Agreement provides that the Customers may call off by placing an Order with the Contractor.

g. Customers may place Orders for the Products and Services on the terms and conditions set out in this Agreement and the Order Agreement at Schedule 1. The terms and conditions of the Order Agreement shall be assigned to any Order placed through these arrangements.

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NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

Unless the context otherwise requires the following definitions shall apply to this Framework Agreement.

1.1. “Commencement Date” means the 1 April 2015.

1.2. “Customer’s Authorised Officer” means the Customer’s authorised representative duly authorised to act in the administration of Orders placed by the Customer.

1.3. “Customers” means the organisations listed in [ ] of the OJEU Notice published on [ ] entitled to access and place orders under the Framework.

1.4. “Framework Agreement” means the agreement between the Council and the Contractor that allows for Customers to place orders for the Products and Services with the Contractor and includes the Order Agreement together with all Schedules thereto.

1.5. “Lots(s)” means the geographical areas identified in Schedule I.

1.6. “Order” means an official order issued by a Customer to the Contractor for the supply of the Products and Services.

1.7. “Premises” means the place of delivery for the Products as specified by a Customer in an Order.

1.8. “Price” means the sum to be ascertained in accordance with the provisions hereinafter contained for the full and proper provision of the Products and Services in accordance with the Framework Agreement.

1.9. “Primary Contractor” means the Contractor whose tender was the most economically advantageous tender for each Lot.

1.10. “Reserve Contractor” means any Contractor appointed to the Framework who is selected by a Customer to meet any orders placed in the event that the Primary Contractor of the Customer’s Lot is unable to carry out the order.

1.11. “Services” means the supply and delivery of the Products as set out in the Specification and required in an Order.

1.12. “Substitute Contractor” means any Primary Contractor successfully appointed to a Lot following a further competition

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exercise undertaken by the Council to fulfil Orders in replacement of the previous Primary Contractor.

1.13. “The Authorised Officer” means the Council’s representative duly authorised to act in the administration of the Framework Agreement.

1.14. “The Contractor” means the person, firm or company whose tender has been accepted by the Council.

1.15. “The Council” means Hampshire County Council.

1.16. “The Products” means the items of Fruit and Vegetables and Milk and Morning Goods referred to in the Specification and any Order.

1.17. “The Specification” means the specification and description of the Products and Services referred to in the Framework Agreement and any modification thereof or addition thereto as may from time to time be furnished or approved in writing by the Authorised Officer or contained in any official order form in respect of each and every product.

1.18. Interpretation

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

(b) Unless the context otherwise requires or admits the masculine gender includes the feminine and vice versa and the singular includes the plural and vice versa.

(c) The headings and notes in this Framework Agreement shall not be deemed to be part thereof or to be taken into consideration in the interpretation or performance of the Framework Agreement.

(d) All references herein to clauses are references to clauses numbered in the Conditions and not to those in any other document forming part of the Framework Agreement.

(e) In the event and to the extent only of any conflict between the Clauses and the Schedules, the Clauses shall prevail.

1.19. These terms supersede all previous terms of business.

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2. Scope and Appointment to the Framework Agreement

2.1. It is intended that this Framework Agreement constitutes a framework in accordance with the provisions of regulation 19 of the Public Contracts Regulations 2006.

2.2. The Framework Agreement governs the overall relationship of the parties with respect to the supply of the Products and Services. The Contractor shall supply the Products and Services in accordance with the terms of the Framework Agreement.

2.3. The Framework Agreement sets out the terms on which the Contractor will supply the Products and Services as ordered from time to time by the Customers. The Order Agreement appearing in Schedule 1 hereto shall apply to any Order placed through these arrangements.

2.4. Each lot shall have one (1) Contractor as the Primary Contactor appointed to supply the Lot. All Orders within that lot shall be sought from the Primary Contractor in the first instance.

2.5. Where a Primary Contractor is unable to meet Orders placed by Customers for the Lot to which they are appointed Customers shall be permitted to place one off Orders with a Reserve Contractor identified as being able to meet the Order.

2.6. Where a Primary Contractor ceases to operate as the primary contractor for any particular Lot the Council may undertake a further competition exercise inviting all Primary Contractors in order to ascertain the most economically advantageous contractor and thereafter appoint them as a Substitute Contractor to that Lot.

3. Framework Period

3.1. The Framework Period shall be for a period of three (3) years from the Commencement Date.

3.2. The Council will have a right to extend the Framework Period by one (1) year unless terminated in accordance with Clauses 29 (Termination), 38 (Bribery Act) and 44.7 (Retrospective Rebate).

3.3. Any extension of the Framework Period shall be at the discretion of the Council and will be on substantially the same terms as the Framework Period.

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3.4. In exercising its right to extend the framework by one (1) year the Council shall give all Contractors six (6) months written notice of its intentions to do so.

4. Ordering Procedures

4.1. Customers shall select a Contractor to supply the Products and deliver the Services in accordance with the criteria outlined in Clause 4.2 below.

4.2. Where the Customer can determine that the requirements of its Order can be met by the Primary Contractor appointed to the Lot to which the Customer is situated in the Customer may place a direct order with the Primary Contractor for that Lot.

4.3. Where the Contractor participates in any ordering procedure it shall do so at no cost to the Council or Customer placing the Order.

5. Supply of Products

5.1. The Customers shall be entitled but not obliged at any time during the Framework Period to place an Order in respect of the Products and Services.

5.2. The Contractor shall supply the Products and Services in accordance with the terms of this Framework Agreement, including the Order Agreement attached hereto in Schedule 1 and the terms of the relevant Order.

6. Delivery

6.1. The Contractor shall ensure that all Products are delivered in accordance with the Order and the Order Agreement.

6.2. The Products shall be properly packed and secured in such a manner as to reach their destination in good and suitable condition. The Contractor shall use packaging that is reusable or recyclable wherever possible provided that it does not affect Food and Product safety in accordance with Clause 7.

6.3. A delivery note which shall comply with all current legislation shall be created prior to the consignment leaving the Contractor’s premises and be issued in respect of each and every separate delivery made under the terms of the Order Agreement. This note shall accompany the Products and be handed to the Customer’s Authorised Officer before delivery commences. The delivery note shall clearly state:

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(a) the name and address of the Contractor;(b) the name and address of the Customer;

(c) the official order number, contract number and date of delivery;

(d) the full description of the Product(s);(e) the net price per Product and total net invoice value.

6.4. Proof of delivery shall only be considered on production by the Contractor of a copy of the delivery note signed by the Customer’s Authorised Officer.

6.5. Proof of delivery shall not amount to acceptance of the Products by the Customer.

6.6. All credits must be advised in writing at the time of the delivery. A priced credit note must be issued by the Contractor within one week of delivery. Where a credit note has been issued, the invoice for the delivery concerned will be held until such discrepancies are resolved.

6.7. The Contractor and the Contractor’s servants and agents shall comply with all reasonable requirements of the Customer at the Premises and in particular shall ensure that special care should be taken when manoeuvring or reversing vehicles Where children or vulnerable people are or are likely to be present without assistance from a responsible adult. All vehicles must be fitted with an audible warning signal.

6.8. Where access to a delivery point necessitates driving alongside recreational areas, the driver must proceed with due care and attention.

6.9. All Contractors personnel used in the delivery process shall be familiar with delivery windows at each establishment.

6.10. Customers wishing to increase or decrease their usual agreed delivery frequency should explain their reasons in writing to the Authorised Officer who may sanction their request if it is practical for the Contractor to oblige with the new request. If a vehicle has to be taken off its normal route to comply, an additional service charge could be levied if no suitable practical operational solution can be found. Contractors would be expected to report any instances of consistently unreasonable ordering practice to the Authorised Officer.

6.11. The Council and Customers disclaims all responsibility for the security of the Products delivered and left at Premises by the Contractor if Products are delivered and left without a prior local agreement with the Customer concerned.

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6.12. Products may be delivered and left either inside or outside when there are no staff in attendance provided that there is a previously agreed local agreement with the Customer.

6.13. Products must be transported under refrigerated conditions and delivered at recommended +5oC - +8oC for dry goods. Under no circumstances will any delivery be accepted that is delivered in any other way. Vehicle temperature recording must be carried out regularly with relevant documentation handed to the customer.

6.14. The Contractor is required to have adequate delivery equipment (e.g. vehicles with tail-lift) and sufficient personnel to deliver the Products to any area of the end user’s premises, including upper floors.

6.15. Products should be prepared no earlier than the day prior to the delivery date required.

6.16. The Contractor shall not cause Products be delivered the day before they are required.

6.17. Delivery of the Products is to be all inclusive in the Price. Delivery is to be made in accordance with the Order to a specified location with all waste and packaging materials are to be removed upon request.

6.18. The Contractor must have in place adequate procedures for dealing with delivery shortages or damaged Products including an appropriate substitution policy.

6.19. The Contractor must notify the Customer prior to delivery if, for any reason, the ordered Products cannot be delivered and a substitution is being offered.

6.20. In the event of an emergency delivery being required due to an Order not being placed, Products not being delivered, or faulty Products being delivered and needing replacement or any other reasonable circumstance, Contractors must be able to effect the emergency delivery within a maximum time of three hours from the time of being notified by the Customer.

6.21. Contractors shall deliver all Orders, without applying minimum order quantities, to all the establishments listed in Appendix A within the Lot(s) to which the Contractor has been appointed to.

6.22. In accordance with clause 27 the Contractor must obtain the Council’s written consent to the use of any sub-contractors to complete all or part of their commitments under this contract.

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7. Packaging

7.1. All Products must be packaged and wrapped sufficiently to protect the product from damage and contamination during storage and delivery. All packaging in contact with food is to comply with the Material and Articles in Contact with Food (England) Regulations 2012.

7.2. All Products contained within damaged or broken packaging will be rejected in accordance with Clause 11.5.

7.3. The Contractor shall ensure that all packaging is clearly labelled in accordance with the Food Labelling Regulations 1996 and the Product description and where relevant a list of all ingredients, use by and best before dates and storage requirements.

7.4. The Contractor shall ensure that all outer packaging should be of a sufficient strength to reduce transit damage to an absolute minimum.

7.5. The Price shall be based on deliveries in non-rechargeable containers/pallets. Contractors may collect empty containers/pallets, provided this is at no expense to the Customer. It is the Contractors responsibility to ensure that any reusable containers/pallets are clearly identified as theirs and that they ensure collection of all these containers/pallets each day. The Customer accepts no liability for any of the Contractor’s containers or pallets left at the Premises.

8. Cooperation

8.1. As set out in paragraph 12 of the Specification where a Customer places Orders to be supplied to schools which participate in a Milk Scheme, Contractors shall cooperate with the schools’ preferred milk scheme administration company.

9. Hygiene

9.1. The Contractor shall ensure that personal cleanliness shall be observed by all persons engaged in the production, delivering and handling of food for the supply of the Products and the Services. Protective clothing of personnel must be kept in an acceptable, clean and hygienic condition and Products must be adequately protected during all stages of transportation.

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9.2. The Contractor shall ensure that all staff involved in preparation of food for this Framework Agreement must hold the Basic Food Hygiene Certificate, and premises must be registered with the Environmental Health Officer and shall supply documentation evidence to Council and/or Customers.

9.3. The Contractor shall demonstrate that the company has full Hazard Analysis and Critical Control Points (HACCP) procedure in place covering the acquisition of raw materials through to the supply of prepared Products. The Contractor shall demonstrate full traceability of raw materials used in the Products and Services.

9.4. The Contractor shall ensure that all storage premises are registered with the Environmental Health Officer and shall supply documentation evidence to Council and/or Customers upon request.

10. Quality

10.1. The Products shall conform in every respect to any specification (including but not limited to the specification of the Products given in the Schedule) provided or given by either party and shall be capable of meeting any standard or performance specified in the Framework Agreement; and where the purpose for which they are required is indicated in the Order or Schedule either expressly or by implication, be fit for that purpose.

10.2. The Contractor warrants that the quality of Products to be supplied under the Framework Agreement comply in all respects with all relevant requirements of any Statute, Statutory Rule or Order, or other instrument having the force of law which may be in force at the time when the Products are supplied.

10.3. The Contractor shall use its best endeavours to provide, for the purposes of this Framework Agreement, Products whose production, use and disposal have the least practicable harmful impact on the environment.

10.4. The Contractor acknowledges that Genetically Modified (GM) labelled foods must not be delivered under this Framework Agreement although the Contractor must keep the Council informed of all developments relating to the potential introduction of GM food in order that the Council can monitor possible quality risks or benefits.

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11. Inspection and Analysis

11.1. The Council and/or the Customers shall, at reasonable times, have access to the premises or works of the Contractor and shall be afforded facilities for inspecting and testing any Products at the works of the Contractor before delivery.

11.2. The Council and or/the Customers may analyse or test, or cause to be analysed or tested, any Products delivered by the Contractor and if such Products are found not to be equal to or vary from the specification the Council may reject the whole or any part thereof and recover the cost of the analysis or test from the Contractor.

11.3. The Contractor shall permit an authorised representative from the Customer to inspect any delivery note and/or check the quantity, quality and/or description of any Products, at the Contractors premises, during transit or at the point of delivery.

11.4. After a delivery has been made, the Contractor will allow the Customers to inspect for faulty or damaged Products.

11.5. The Customer may reject any Products which it deems are faulty, damaged or not of the quality or quantity as specified in the Specification or an Order.

11.6. Risk and title in the Products shall pass to the Customer upon the Products being accepted by the Customer without prejudice to any right of rejection to which the Customer may be entitled hereunder or otherwise.

12. Removal of Rejected Products & Disposal

12.1. The Contractor will be required to remove and suitably dispose of faulty or damaged Products from the Premises at its own cost.

12.2. Rejected Products are to be removed by and at the expense of the Contractor immediately after receipt of notice of such rejection and if not removed within three days and after receipt of such notice the Customer may cause the Products to be removed, sold or otherwise disposed of and charge the Contractor with all expenses incurred in such removal, sale or disposal, and the Customer shall not be liable for any damager or loss thereby sustained by the Contractor and such expenses shall be recoverable by the Customer from the Contractor.

12.3. Rejected Products remain at the Contractor’s sole risk.

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13. Faulty Products

13.1. The Contractor will be required to replace any faulty Products free of charge or credit items as determined by the Council and/or the Customers.

14. European Standards

14.1. All Products shall be in accordance with the appropriate specification or code of practice of the European Standards Institution if there is a specification or code current for the Products in question at any time.

15. Recovery of Sums Due

15.1. If any sum of money shall be due from the Contractor, the same may be deducted from any sum then due or which at any time thereafter may become due to the Contractor under any Order or any other agreement with the Council and/or Customer.

16. Monitoring and Reporting

16.1. The Contractor shall:

16.1.1. be required to provide to the Council accurate and up to date management information in relation to the Framework Agreement at the required frequency throughout the Framework Agreement Period. Such information shall include but not be limited to the volume and value of Orders and the Services provided;

16.1.2. on reasonable notice grant to the Council and/or the Council’s external and internal auditors access to any relevant data or documentation relating to the Framework Agreement and the supply of the Services for the purpose of carrying out an audit.

16.2. During the Framework Period the Contractor shall hold a quarterly performance review meeting in respect of the Framework Agreement with the Council in the months of January, April, July and October. The first performance review meeting shall be held in July 2015. These meetings shall include a review of information and data on Service delivery

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performance, Customer enquiries and complaints and the volume and value of Orders. The Contractor shall co-operate fully in providing this and any other financial and statistical information required by the Council during the course of each review.

16.3. The Contractor will be required to provide a number of reports to the Council or the Customers as required listing the Products and Services delivered. These will generally be as stated below and will be provided at no cost to the Council or the Customers.

17. Customer Complaints

17.1. The Contractor will be required to handle and resolve all end user complaints in an efficient and timely manner. Wherever possible all complaints must be resolved to the complete satisfaction of the Council and/or Customer. Quarterly or upon request, the Contractor will provide statistical information relating to the number, type and frequency of completed /outstanding and resolved/unresolved complaints.

17.2. Each Customer shall have in place its own complaints procedure details of which shall be made available upon request.

18. Continuity of Product Specification

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Report Type Description Frequency NotesTrading by Sector

Report showing Sales to HC3S/Care Sector/Other units

Quarterly Year on Year

Total quarterly sales to each participating authority and where necessary separation between education and other sectors

Unit Trading Report

Produced by unit

Quarterly Total sales to miscellaneous units undertaking own catering

Price Checks by appointed contractor

Internal Price Checks

To be carried out on a monthly basis

To ensure no inadvertent overcharging

Complaints procedure

Report by appointed contractor

To be carried out on a quarterly basis

To check that the list of complaints recorded by HC3S/Care Sector/other Customers matches that held by the appointed contractor including closure dates

18.1. Throughout the Framework Period, the Contractor shall adhere to the Specification, as amended by the Council. During the Framework Period should the Contractor seek to change the Specification, it shall submit a written request to the Council which has discretion to amend the Specification.

19. Legislation

19.1. The Contractor shall ensure that it has control systems in place to enable the Contractor to provide safe Products that comply with all relevant food legislation and the Specification including but not limited to the Food Safety & Hygiene (England) Regulations 2013, Food Labelling Regulations 1996, the appropriate Weights and Measures and Food Standards Act 1999 primary and subordinate legislation as amended, the Consumer Protection from Unfair Trading Regulations 2008 and the Food Standards Agency Guidelines on Nutritional Labelling and any subsequent amendments thereto.

20. Provision of Services on Customer Premises

20.1. The Contractor must ensure that all delivery staff and other personnel for whom there is a statutory requirement to do so are Disclosure Barring Service (DBS) enhanced checked before providing any Services pursuant to an Order. For the avoidance of any doubt the cost in meeting the obligations under this clause 20.1 shall be met by the Contractor.

20.2. The Contractor shall select, employ, train, furnish and deploy in and about the performance of the Framework Agreement and in the management thereof only such persons as are of good character, careful, skilled and experienced in their several trades and callings and who are proficient, productive and courteous.

20.3. The Contractor, its agents, sub-contractors and suppliers shall employ sufficient staff to ensure that the Products are delivered and the Services are provided at all times and in accordance with the Specification. Without prejudice to the generality of this obligation, it shall be the duty of the Contractor to ensure that a sufficient reserve of staff is available to perform the Framework Agreement in accordance with the Specification during staff holidays or absence through sickness or any other cause.

20.4. The Contractor shall ensure that all personnel engaged in and about the performance of the Framework Agreement and any

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Order are at all times properly and sufficiently trained and instructed with regard to:-

(a) The task or tasks that person has to perform;

(b) All relevant provisions of any Order;

(c) All relevant policies, rules, procedures and standards of the Council and/or a Customer;

(d) All relevant rules and procedures concerning Health and Safety at work legislation and Control of Substances Hazardous to Health;

(e) Fire risks and fire precautions;

(f) The need to observe the highest standard of personal hygiene, courtesy and consideration;

(g) The need to recognise situations which involve an actual or potential danger or personal injury to any person upon the Premises and;

(h) where possible, without personal risk to make safe such situations or forthwith to report such situations to the appropriate member of the Council’s and/or the Customer’s staff;

20.5. All monies or other items of value found at any Premises by the Contractor’s employees must be handed to a senior employee of the Customer at the relevant Premises as soon as possible and a receipt or acknowledgement obtained therefore.

20.6. The Contractor shall maintain records of all training given to staff engaged in the performance of the Order and shall provide copies of such records to the Customer as required throughout the Framework Agreement Period.

20.7. The Contractor shall have regard to the Council’s and/or Customer’s safety policy at each Premises, a copy of which shall be made available at each Premises. The Contractor shall nominate a person to be responsible for health and safety matters as required by the Health and Safety at Work Act 1974. Whilst on the Premises the Contractor shall require its employees to comply with the Customer’s Safety Policy and also to comply with the lawful requirements of the Customer’s Health and Safety Adviser. The Council and/ or Customers shall at its entire discretion be empowered to suspend the performance of any Order in the event of non-compliance by the Contractor with health and safety matters. The Contractor will not be able to resume performance of the Order until the

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Council and/or Customer is satisfied that the non-compliance has been rectified. In respect of any such period of suspension, the default provisions as set out in these Conditions shall apply.

20.8. The Council and/or the Customers shall have the right to refuse access to its Premises at any time to any employee of the Contractor, its agents, sub-contractors or suppliers. The exercise of this right shall not diminish the Contractor's obligation of performance arising under the Order, provided that the Contractor shall have access to the Premises at times sufficient to fulfil the said obligation.

20.9. The Contractor shall ensure that all personnel engaged in or about the performance of the Order carry out their duties while on the Premises in a quiet and orderly manner causing the minimum possible disruption to the routine and procedures of the Customer’s staff. Only those personnel engaged in the performance of the Framework Agreement will be allowed to enter the Premises and in no circumstances must those staff be accompanied by other persons, children or pets.

20.10. The Contractor, its agents, sub-contractors and suppliers will be expected to follow normal procedures in engaging staff, including obtaining appropriate references.

20.11. The Contractor shall ensure that all personnel engaged in or about the performance of the Order report to reception at the commencement of any visit to the Premises and be identified as being authorised to be on the Premises.

21. Price Benchmarking

21.1. The Contractor shall give the Council and/or Customers extremely competitive purchase prices throughout the Framework Agreement Period. The Contractor will be required to demonstrate that purchase prices offered for the Products listed in the Specification are competitive within the market place. Throughout the Framework Period the Council reserves the right to obtain prices from other competitors and government authorities and compare these with the Contractor’s purchase prices.

22. Price

22.1. The prices of Products supplied under this Framework Agreement shall be on the basis of a net delivery price

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excluding VAT. Where VAT is applicable it should be clearly marked.

22.2. It is understood that prices for Products are subject to seasonal availability and climatic conditions and the Contractor shall notify the Council on a weekly basis of such prices whereupon they will be mutually agreed.

23. Orders

23.1. The Contractor shall have in place an Order tracking procedure to enable them to advise of the progress of any Order if necessary including possible delays as a result of vehicle rerouting.

24. Payment of Invoices

24.1. The Contractor shall only issue an invoice after a delivery has been made.

24.2. Payment of any Price due under an Order shall be made within thirty (30) days of receipt by the Customer (at its nominated address for invoices) of a valid invoice from the Contractor, unless a prompt payment settlement discount is applicable.

24.3. All invoices shall show basic price, delivery and any other charges. It shall also include the purchase order number, date of delivery and collection, the delivery address and invoice address in accordance with the terms of the Order.

24.4. Inaccurate invoices will not be settled until the error is amended and the payment period of thirty (30) days will apply from the date of the amended invoice.

24.5. The Contractor will provide details of any prompt payment settlement discounts. Only itemised invoices are acceptable.

24.6. Where specific requirements for individual Customers are detailed in the Specification or Order these will supersede those detailed in Clauses 24.1 – 24.5 above.

24.7. Where the Contractor is required to make any payments to a sub-contractor they shall do so within thirty (30) days of receipt of a valid invoice.

24.8. The Prices are exclusive of Value Added Tax. The Customer shall pay the Value Added Tax on the Prices at the rate and in the manner prescribed by law.

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25. Tax or Duty

25.1. In all cases where any Products or materials contracted for shall be, or become, liable to any tax or duty, and such tax or duty shall be increased, decreased or imposed during the Framework Period, the Price paid for such Products or materials shall be increased or decreased (as the case may require) by the amount of any alteration in the tax or duty.

25.2. The Price includes the cost of delivery of Products or materials. In the event of any variation in the said cost of delivery, on the account of the imposition, increase, abolition or redemption of any tax or duty, the Price should be adjusted accordingly. For the purpose of calculating any such adjustments, the Contractor shall produce to the Council any records, documents and other information which the Council might reasonably require.

26. Monetary Union Clause

26.1. Should the United Kingdom enter into the European Monetary Union during the Framework Period, any additional costs, duties and responsibilities falling on the Contractor will be borne by the Contractor.

27. Transfer

27.1. The Framework Agreement is personal to the Contractor. The Framework Agreement, or any part, share or interest in it, is not to be transferred, assigned, sub-contracted or sub-let by the Contractor directly or indirectly, to any person or persons whomsoever, without the prior written consent of the Council.

27.2. Notwithstanding any sub-contracting permitted hereunder, the Contractor shall remain primarily responsible for the acts and omissions of its sub-contractors as though they were its own.

28. Indemnity and Insurance

28.1. The Contractor shall be liable for and shall indemnify the Council and the Customers against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by the performance by the Contractor under the Framework Agreement.

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28.2. The Contractor shall be liable for and shall indemnify the Council and the Customers against any expense, liability, loss, claim or proceedings in respect of any injury or damage whatsoever to property real or personal in so far as such injury or damages arises out of or in the course of or by reason of the performance by the Contractor under the Framework Agreement.

28.3. Without prejudice to its liability to indemnify the Council and the Customers the Contractor shall take out and maintain:

28.3.1. Public and Product Liability insurance, which shall, for any one occurrence or series of occurrences arising out of one event, be not less than £5,000,000.

28.3.2. Employers Liability insurance, which shall, for any one occurrence or series of occurrences arising out of one event, be not less than £5,000,000.

28.3.3. Motor insurance, which shall, for any one occurrence or series of occurrences arising out of one event be not less than £5,000,000 for smaller vans £10,000,000 for HGV vehicles for injury or damage and unlimited for death.

28.4. Subject always to Clauses 28.1 and 28.2, in no event shall either party be liable to the other for:

28.4.1. loss of profits, business, revenue, goodwill or anticipated savings; and/or

28.4.2. indirect or consequential loss or damage.

28.5. The provisions of Clause 28.4 shall not be taken as limiting the right of the Council and the Customers to claim from the Contractor for:

28.5.1. additional operational and administrative costs and expenses incurred by the Council as a result of the negligent acts and omissions of the Contractor its employees or agents; and/or

28.5.2. expenditure or charges rendered unnecessary as a result of any default by the Contractor its employees or agents.

28.6. The insurance policies shall include an Indemnity to Principals clause such that the Council and the Customer as appropriate will be covered by such policies in respect of all claims arising

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from the activities of the Contractor in connection with the Framework Agreement which are risks covered by such policies.

28.7. The Contractor shall not cause or permit any breach of such insurance policy.

28.8. The Contractor shall immediately notify the Council and the Customers and the Contractor's insurers of any happening or event which may give rise to any claim, demand, proceedings, damage, cost or charge whatsoever arising out of the Framework Agreement, and the Contractor shall indemnify the Council and the Customers against any loss whatsoever which may be occasioned to the Council and the Customers by the Contractor’s failure to give such notification.

28.9. Where the Council agrees the employment by the Contractor of a sub-contractor then the clauses above, relating to insurance, must form part of the Framework Agreement between the Contractor and sub-contractor.

28.10. Nothing in this Clause 28 shall be construed as limiting either party’s liability for personal injury or death caused by the negligence of that party.

29. Termination

29.1. By the Council:

29.1.1. The Council may terminate this Framework Agreement without cause (and without liability to the Contractor) by giving to the Contractor not less than 3 months notice in writing of such termination.

29.1.2. The Council may at any time by notice in writing terminate the Framework Agreement as from the date of service of such notice if:

(a) there is a change of control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, in the Contractor or its Parent Company; or

(b) the Contractor, being an individual, or where the Contractor is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, shall at any time become bankrupt or shall have a receiving order or administration order made

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against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport to do so, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986 or he shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985 as amended by the Bankruptcy (Scotland) Act 1993 or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his estate, or a trust deed shall be granted by him for the benefit of his creditors; or any similar event occurs under the law of any other jurisdiction; or

(c) the Contractor, being a company, passes a resolution, or the Court makes an order that the Contractor or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Contractor or the Parent Company, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Contractor or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs under the law of any other jurisdiction.

29.1.3. The Council may at any time by notice in writing terminate the Framework Agreement forthwith, if the Contractor is in default of any obligation under this Framework Agreement and:

29.1.3.1. the Default is capable of remedy and the Contractor shall have failed to remedy the default within thirty (30) days of written notice to the Contractor specifying the default and requiring its remedy; or

the Default is not capable of remedy.

29.2. Termination in accordance with this Clause 29 or otherwise shall

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not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to any party.

29.3. Following termination of the Framework Agreement the Contractor shall continue to fulfill such Orders that maybe outstanding or that it may receive in accordance with Framework Agreement up to the date of termination.

30. Confidentiality

30.1. Each party:

30.1.1.shall treat all Confidential Information belonging to the other party as confidential and safeguard it accordingly; and

30.1.2.shall not disclose any Confidential Information belonging to the other party to any other person without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of the Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement.

30.2. The Contractor shall take all necessary precautions to ensure that all Confidential Information obtained from the Council or the Customers under or in connection with the Framework Agreement:

30.2.1.is given only to such of its staff, sub-contractors and agents engaged in connection with the Framework Agreement and only to the extent necessary for the performance of the Framework Agreement;

30.2.2.is treated as confidential and not disclosed (without prior approval) or used by any staff, sub-contractors or agents otherwise than for the purposes of the Framework Agreement.

30.3. Where it is considered necessary in the opinion of the Council or the Customers the Contractor shall ensure that its staff, sub-contractors and agents sign a confidentiality undertaking before commencing work in connection with the Framework Agreement. The Contractor shall ensure that its staff, sub-contractors and agents are aware of the Contractor’s confidentiality obligations under this Framework Agreement.

30.4. The Contractor shall not use any Confidential Information it receives from the Council or the Customers otherwise than for

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the purposes of the Framework Agreement.

30.5. The provisions of Clauses 30.1 to 30.4 shall not apply to any Confidential Information received by one party from the other:

30.5.1. which is or becomes public knowledge (otherwise than by breach of this Clause);

30.5.2. which was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party;

30.5.3. which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

30.5.4. is independently developed without access to the Confidential Information; or

30.5.5. which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, or the EIR pursuant to Clause 30.

30.6. Nothing in this Clause shall prevent the Council or the Customers from:

30.6.1. disclosing any Confidential Information for the purpose of the examination, audit (both internal and external) and certification of the Council’s or the Customers accounts, or

30.6.2. disclosing any Confidential Information obtained from the Contractor to any person engaged in providing services to the Council or the Customers for any purpose relating to the Framework Agreement;

30.6.3. provided that in disclosing information under 30.6.2 the Council or the Customer discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence.

30.7. The Contractor shall not without the prior written consent of the Council divulge the existence of the Framework Agreement or any Order or disclose any information relating to or contained in the Framework Agreement to any person who is not engaged in the performance of the Framework Agreement.

30.8. In the event that the Contractor fails to comply with Clause 30,

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the Council reserves the right to terminate the Framework Agreement by notice in writing with immediate effect.

30.9. The Council in line with the Government's ongoing drive to open up activities of the public sector to greater scrutiny has prepared its transparency agenda and the Contractor hereby agrees that nothing in this clause 30 shall prevent the Council from publishing any payments made by the Council to the Contractor under the terms of this Framework Agreement.

30.10. The provisions of this Clause 30 shall apply notwithstanding termination of the Framework Agreement.

31. Data Protection Act 1998

31.1. The Contractor shall at all times comply with the Data Protection Act 1998 including, where appropriate maintaining a valid and up to date registration or notification under the Data Protection Act 1998.

31.2. The Contractor shall not disclose Personal Data to any third parties other than:

31.2.1. to staff, sub-contractors and agents to whom such disclosure is reasonably necessary in order to perform the Framework Agreement; or

31.2.2. to the extent required under a court order

31.3. provided that disclosure under Clause 31.2.1 is made with the approval of the Council and subject to written terms no less stringent than the terms contained in this Clause and that the Contractor shall give notice in writing to the Council of any disclosure under Clause 31.2.2 immediately it is aware of such a requirement.

31.4. The Contractor shall indemnify and keep indemnified the Council and the Customers against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of any breach of this Clause by the Contractor and/or any act or omission of any staff, sub-contractor or agent.

31.5. The Contractor is required to comply with the obligations set out in Principle Seven of the Data Protection Act 1998.

31.6. In this Clause “Personal Data” means personal data as defined in the Data Protection Act 1998 which is supplied to the Contractor by the Council or obtained by the Contractor in the

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course of performing the Framework Agreement.

32. Freedom of Information Act 2000 (FOIA) and Environment Information Regulations 2004 (EIR)

32.1. The Contractor acknowledges that the Council and the Customers are subject to the requirements of the FOIA and the EIR and shall assist and co-operate with the Council and Customers (at the Contractor’s expense) to enable the Council and Customers to comply with these Information disclosure requirements.

32.2. The Contractor shall and shall procure that its sub-contractors shall;

32.2.1. transfer any request for Information to the Council as soon as practicable after receipt and in any event with two working days of receiving a request for Information; and

32.2.2. provide the Council with a copy of all Information in its possession or power in the form that the Council requires within seven working days (or such other period as the Council may specify) of the Council requesting the Information; and

32.2.3. provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a request for Information within the time for compliance set out in Section 10 of the FOIA or the EIR.

32.3. The Council shall be responsible for determining at its absolute discretion whether commercially sensitive information and/or any other Information;

32.4. is exempt from disclosure in accordance with the provisions of the FOIA or EIR; and

32.5. is to be disclosed in response to a request for Information and in no event shall the Contractor respond directly to a request for Information unless expressly authorised to do so by the Council

32.6. The Contractor acknowledges that the Council and the Customers may be obliged under the FOIA or the EIR to disclose Information;

32.6.1 without consulting the Contractor; or

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32.6.2 following consultation with the Contractor and having taken its views into account.

32.7. The Contractor shall ensure that all Information produced in the course of the Framework Agreement or relating to the Framework Agreement is retained for disclosure and shall permit the Council to inspect such records as requested from time to time.

32.8. The Contractor acknowledges that any lists or Schedules provided by it outlining Confidential Information are of indicative value only and that the Council and the Customers may nevertheless be obliged to disclose Confidential Information in accordance with Clause 32.4.

33. Damages, Costs, Charges & Expenses

33.1. The Council and/or the Customers may deduct all damages, costs, charges and expenses arising out of the neglect and/or failure of the Contractor or his agents or workmen in or about the performance or non-performance of this Framework Agreement from any sums due or to become due to the Contractor under the Framework Agreement and/or Order Agreement or any other contract with the Council and/or the Customers, or to recover the same from him as a debt by action at law or otherwise as the Council and/or the Customers may determine.

34. Force Majeure

34.1. For the purposes of the Framework Agreement the expression “Force Majeure” shall mean any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or any industrial dispute affecting a third party for which a substitute third party is not reasonably available. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents or employees.

34.2. Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of Price whether directly or indirectly caused to or incurred by the other party by reason of

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any failure or delay in the performance of its obligations hereunder which is due to Force Majeure notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.

34.3. If either party becomes aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify the other party by the most expeditious method then available and shall inform the other party of the period which it is estimated that such failure or delay shall continue.

34.4. It is expressly agreed that any failure by the Contractor to perform or any delay by the Contractor in performing its obligations under the Framework Agreement which results from any failure or delay in the performance of its obligations by any person, firm or company with which the Contractor shall have entered into any contract, supply arrangement or sub-contract or otherwise, shall be regarded as a failure or delay due to Force Majeure only in the event that such person firm or company shall itself be prevented from or delayed in complying with its obligations under such contract, supply arrangement or sub-contract or otherwise as a result of circumstances of Force Majeure.

34.5. For the avoidance of doubt it is hereby expressly declared that the only events which shall afford relief from liability for failure or delay shall be any event qualifying for Force Majeure hereunder.

35. Bankruptcy and Insolvency

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35.1. If the Contractor shall, from bankruptcy, insolvency, or other like cause be prevented or delayed in carrying out this Framework Agreement, or shall not carry out the same to the satisfaction of the Council, it shall be lawful for the Council, after notifying the Contractor of its intention to do so, to employ any other person to proceed with and complete the Framework Agreement, in such manner as it may think fit and proper, and thereafter the Framework Agreement shall, at the option of the Council become voidable, but without prejudice to any rights of action by the Council to which the Contractor may be subject for any neglect in or about the performance or non-performance of the Framework Agreement. No claim shall be made by the Contractor for materials supplied by him after the date of notice referred to above. Provided, however, that this Condition shall not be applied if and so far as the Council is satisfied that the delay has been due to strike or lock-out of workmen or other circumstances over which the Contractor had no control.

36. Improper Inducement or Reward

36.1. The Council shall be entitled to cancel the Framework Agreement and to recover from the Contractor the amount of any loss resulting from such cancellation if the Contractor shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of the Framework Agreement or any other contract with the Council or for showing or forbearing to show favour or disfavour to any person in relation to the Framework Agreement or any other contract with the Council or if the like acts shall have been done by any person employed by him or acting on his behalf (whether with or without the knowledge of the Contractor) or if in relation to any Framework Agreement with the Contractor, any person employed by him or acting on his behalf shall have committed any offence under the Bribery Act 2010, or shall have given any fee or reward the receipt of which is an offence under Sub-Section (2) and (3) of Section 117 of the Local Government Act, 1972.

36.2. The decision of the Council shall be final and conclusive in any dispute, difference or question arising in respect of:

36.2.1. the interpretation of this Clause 36; or

36.2.2. the right of the Council under this Clause 36 to terminate the Framework Agreement.

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37. Service of Notices

37.1. Any notice which either party is required to give to the other shall be given in or confirmed by writing and shall be sufficiently served if sent to the other party at its address specified in the Agreement either by (a) hand, (b) first class post or recorded delivery or, (c) facsimile, or (d) electronic mail transmission confirmed by registered, first class post or recorded delivery within 24 hours of transmission.

37.2. For the purpose of Clause 37.1 above the address of each party shall be:

For the Council:Hampshire County CouncilCounty SuppliesBar End RoadWinchesterHampshireSO23 9NRFor the attention of: Angela KearnsE-mail: [email protected]: 01962 826920

For the Contractor:Company Name:For the attention of:Address:

Telephone:Email:

37.3. Either party may change its address for service by notice as provided in this Clause 37.

38. Equalities and Diversity

38.1. The Contractor agrees that there shall be no discrimination by it against any person with respect to opportunity for employment or conditions of employment and delivery of the Products or the Services, because of gender, disability, age, ethnic or national origin, marital status, religious creed, sexuality, sexual orientation, responsibility for dependents or trade union activity.

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38.2. The Contractor shall in all matters arising in the performance of the Framework Agreement conform with the provisions of Equalities Act 2010 and any regulations made thereunder.

38.3. The Contractor must comply with the provisions of the Race Relations (Amendment) Act 2000 and shall ensure that it performs its responsibilities under this Framework Agreement with due regard to the need to eliminate unlawful racial discrimination, and to promote equality, opportunity and good relationships between different racial groups.

38.4. The Contractor shall, at all times, be responsible for and take all such precautions as are necessary to protect the health and safety of all employees, volunteers and any other persons involved in, or receiving Products or services from, the performance of the Framework Agreement and shall comply with the requirements of the Health and Safety at Work Act 1974 and any other Act or Regulation relating to the health and safety of employed persons and any amendment or re-enactment thereof.

38.5. The Council shall be entitled at the Council’s expense to inspect such books, accounts and records belonging to the Contractor as are necessary to demonstrate compliance with clauses 38.1 – 38.4 above.

38.6. The cost to the Contractor in meeting the requirements of this condition 38 shall be included in the Price.

39. Contracts (Rights of Third Parties) Act 1999

39.1. Without in any way detracting from the Customer’s right to place an Order on the terms of the Framework Agreement, a person who is not a party to this Framework Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Framework Agreement but this does not affect any rights or remedies of a third party which exists or are available from this Act.

40. Severability

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

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

41. Dispute Resolution

41.1. The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to the Framework Agreement within 20 working days of either party notifying the other of the dispute. If any dispute cannot be settled amicably through ordinary negotiations then it shall in the first instance be referred to the Head of Legal Services for the Council and the Contract Manager or equivalent for the Contractor for discussion and resolution.

41.2. Each party will use all reasonable endeavours to reach a negotiated resolution to the dispute through the above dispute resolution procedure. If the dispute is not resolved at the meeting of the Head of Legal Services for the Council and the Contract Manager or equivalent for the Contractor, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (“the Model Procedure”).

41.3. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party requesting a mediation.

41.4. The procedure in the Model Procedure will be amended to take account of:

41.4.1. Any relevant provisions in the Framework Agreement;

41.4.2. Any other agreement which the parties may enter into in relation to the conduct of the mediation (“Mediation Agreement”).

41.5. If the parties fail to reach agreement within 25 working days of reference of the dispute to mediation, or such longer period as may be agreed between parties, then any dispute or difference between them may be referred to the Courts.

42. Retrospective Rebate

42.1. The Council requires and shall be paid by the Contractor a rebate in the sum of 2% of net sales and spend of all Orders under the Framework Agreement (including VAT) to be applied by the Contractor to the Council quarterly based on all bills paid

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to the Contractor by the Customers in respect of all Orders placed under this Framework Agreement, during the preceding period. The Contractor shall send quarterly figures to the Council, who will then raise an invoice to the Contractor requesting payment. The Contractor shall quote the Framework Agreement reference number HS/2144 on all correspondence clearly stating the period the payment relates to. Supporting documentation should be included to show the value of sales against which rebate has been calculated.

42.2. The Contractor shall make payment of the rebate to the Council, or to such other person as the Council directs, within thirty (30) days of receipt of a valid invoice for the rebate.

42.3. The Council will request that each Customer endeavour to have their Order annotated with the relevant Framework Agreement reference number, but this cannot be guaranteed on all Orders.

42.4. Any disputes relating to the rebate value shall be resolved between the Council and the Contractor amicably and in good faith but if a resolution cannot be achieved informally, the parties shall resolve the dispute in accordance with the dispute resolution procedure referred to in Clause 41.

42.5. For the avoidance of doubt the rebate shall be payable on individual Orders and will continue to be payable for the full term of each Order and any extensions thereto.

42.6. Without prejudice to any other remedies available, the Council reserves the right to recover from the Contractor any reasonable administration charges incurred in pursuing unpaid rebates. The Council shall also be entitled to charge interest on all outstanding rebates at a rate of 2% above the base lending rate of National Westminster Bank Plc.

42.7. If any rebate shall be unpaid for a period of 3 months from receipt of a valid invoice then the Council may terminate the Framework Agreement forthwith on giving notice in writing to the Contractor.

42.8. In the event that any of the appointed Contractors goes into receivership or administration during the course of this Framework Agreement the Council reserves the right to set off any accrued rebate against any outstanding invoices.

43. Hampshire County Council Disclaimer

43.1. The Council will accept no liability for any non-payment whatsoever or for any loss or damage whether indirect or direct

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howsoever from any Order placed under this Framework Agreement by Customers and/or non-Council users.

44. Non-Exclusivity

44.1. This Framework Agreement is for the Council and the Customers to place Orders for the Products and Services (if required) of the Contractors and is not intended to place any restriction upon the ability of the Council or the Customers at their own discretion to purchase or use the services of other Contractors. Further the Council cannot guarantee the value or volume of Orders it may place with Contractors under this Framework Agreement.

45. Marketing Support

45.1. It is the Council’s objective to maximise the sales of the Products across the County. The Council is therefore seeking assistance from the Contractor with marketing and promotion in accordance with paragraph 24 of the Specification.

46. Office of Fair Trading

46.1. The Council reserves the right to forward all information relating to this Framework Agreement to the Office of Fair Trading by reason of the Competition Act 1998.

47. Account Manager

47.1. To ensure the Framework Agreement is efficiently managed the Contractor will be required to nominate an account manager who will act as a single point of contact for all queries. The Council will require the Contractor’s Authorised Representative to attend regular meetings at dates specified after the Commencement Date of the Framework Agreement. In addition, the Contractor’s Authorised Representative shall attend regular meetings with the Council, the successful Contractor will also be required to appoint a named internal representative(s) to deal with day to day Customer Service issues and complaints.

47.2. The dedicated Account Manager must ensure that regular channels of communication are kept open by contacting both the Food Buyer, Hampshire County Supplies and the Food Development Officer, Hampshire County Council Catering Services (HC3S) on a weekly basis to ensure there are no unresolved issues outstanding.

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48. Deed of Guarantee

48.1. If the Contractor is a subsidiary Company within the meaning of Section 1159 of the Companies Act 2006, the Council reserves the right to request a Guarantee by his holding company or companies (as defined by the Section 736) to secure the due performance by the Contractor of his obligations to the Council.

49. Law and Jurisdiction

49.1. This Order shall be considered as a contract made in England and according to English Law and subject to the exclusive jurisdiction of the English Courts to which both parties hereby submit.

50. Amendment to the Framework Agreement

50.1. This Framework Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by a duly authorised representative of the Council on behalf of the Council and by a duly authorised representative of the Contractor on behalf of the Contractor.

51. Waiver

51.1. The failure of either party to insist upon strict performance of any provision of this Framework Agreement or the failure of either party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of obligations established by this Framework Agreement.

51.2. A waiver of any default shall not constitute a waiver of any subsequent Default.

51.3. No waiver of any of the provisions of this Framework Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing in accordance with the provisions of Clause notices.

52. Entire Agreement

52.1. This Framework Agreement constitutes the entire understanding between the parties relating to the subject

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matter of this Framework Agreement and, save as may be expressly referenced or referred to herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto, except in respect of any fraudulent misrepresentation made by either party.

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IN WITNESS WHEREOF, the parties have caused this Framework Agreement to be executed and delivered as a deed by their duly authorised representatives and delivered on the date first above written.

Signed for and on behalf of Hampshire County Council

…………………………………Authorised Signatory

………………………………….Authorised Signatory

Signed for and on behalf of [ Contractor ]

………………………………….Director

………………………………….Director/Company Secretary/Witness

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SCHEDULE 1

Order Agreement

These Order Conditions of Contract together with the relevant Order comprise the contractual provisions which apply to the Order entered into between the Customer and the Contractor.

1. Definitions

1.1. “Commencement Date” means [ ].

1.2. “Customer’s Authorised Officer” means the Customer’s authorised representative duly authorised to act in the administration of Orders placed by the Customer.

1.3. “Customer” means [ ].

1.4. “Order Agreement” means this agreement between the Customer and the Contractor comprising the Order Conditions of Contract and the Order.

1.5. “Framework Agreement” means the agreement between the Council and the Contractor dated [ ].

1.6. “The Customer’s Authorised Officer” means the Customer’s representative duly authorised to act in the administration of the Order Agreement.

1.7. “Lots(s)” means the geographical areas identified in Schedule I.

1.8. “Primary Contractor” means the Contractor whose tender was the most economically advantageous tender for each Lot.

1.9. “Reserve Contractor” means any Contractor appointed to the Framework who is selected by a Customer to meet any orders placed in the event that the Primary Contractor of the Customer’s Lot is unable to carry out the order.

1.10. “Substitute Contractor” means any Primary Contractor successfully appointed to a Lot following a further competition exercise undertaken by the Council to fulfil Orders in replacement of the previous Primary Contractor.

1.11. “The Order” means an official order issued by a Customer to the Contractor.

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1.12. “The Products” means the articles or items of Fruit and Vegetables and Milk and Morning goods referred to in the Specification and any Order.

1.13. “The Specification” means the specification and description of the Products and Services referred to in the Framework Agreement and any modification thereof or addition thereto as may from time to time be furnished or approved in writing by the Authorised Officer or contained in any official order form in respect of each and every product.

1.14. “Price” means the sum to be ascertained in accordance with the provisions hereinafter contained for the full and proper provision of Products and performance of services in accordance with the Order Agreement.

1.15. “Premises” means the place of delivery for Products as specified by a Customer in an Order.

1.16. “Services” means the supply and delivery of the Products as set out in the Specification and required in an Order.

1.17. Interpretation

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

(b) Unless the context otherwise requires or admits the masculine gender includes the feminine and vice versa and the singular includes the plural and vice versa.

(c) The headings and notes in this Framework Agreement shall not be deemed to be part thereof or to be taken into consideration in the interpretation or performance of the Framework Agreement.

(d) All references herein to clauses are references to clauses numbered in the Conditions and not to those in any other document forming part of the Framework Agreement.

(e) In the event and to the extent only of any conflict between the Clauses and the Schedules, the Clauses shall prevail.

2. Price and Payment of Invoices

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2.1. In consideration for the provision of the Products and the Services in accordance with the Framework Agreement, these Order Conditions of Contract and the Order, the Customer shall pay the Price which shall consist of the weekly price submitted by the Primary Contractor.

2.2. The Contractor shall only issue an invoice after a delivery has been made.

2.3. Payment of any Price due under an Order shall be made within thirty (30) days of receipt by the Customer (at its nominated address for invoices) of a valid invoice from the Contractor, unless a prompt payment settlement discount is applicable.

2.4. All invoices shall show basic price, delivery and any other charges. It shall also include the order number, date of delivery and collection, the delivery address and invoice address in accordance with the terms of the Order.

2.5. Inaccurate invoices will not be settled until the error is amended and the payment period of thirty (30) days will apply from the date of the amended invoice.

2.6. The Contractor will provide details of any prompt payment settlement discounts. Only itemised invoices are acceptable.

2.7. Where specific requirements for individual Customers are detailed in the Specification or Order these will supersede those detailed above.

2.8. Where the Contractor is required to make any payments to a sub-contractor they shall do so within thirty (30) days of receipt of a valid invoice.

2.9. The Prices are exclusive of Value Added Tax. The Customer shall pay the Value Added Tax on the Prices at the rate and in the manner prescribed by law.

3. Ordering Procedures

3.1. Customers shall select a Contractor to supply the Products and deliver the Services in accordance with the criteria outlined in Clause 3.2 below.

3.2. Where the Customer can determine that the requirements of its Order can be met by the Primary Contractor appointed to the Lot to which the Customer is situated in the Customer may place a direct order with the Primary Contractor for that Lot.

3.3. Where the Contractor participates in any ordering procedure it shall do so at no cost at the Council or Customer placing the Order.

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4. Cooperation

4.1. As set out in paragraph 12 of the Specification where a Customer places Orders to be supplied to schools which participate in a Milk Scheme, Contractors shall cooperate with the schools’ preferred milk scheme administration company.

5. Supply of Products

5.1. The Customer shall be entitled but not obliged at any time during the Framework Period to place an Order in respect of the Products and Services.

5.2. All Products and Services supplied shall be the subject to receipt of an Order signed by a Customer’s Authorised Officer. The Customer shall not be responsible for any Products that are delivered by the Contractor and are not the subject of an Order.

5.3. The Products to be supplied under this Order Agreement shall be delivered to the place specified, in such quantities or numbers and at such times as the Customer or the Customer’s Authorised Officer shall specify from time to time in the Order and in accordance with the terms of the Order Agreement.

5.4. The Contractor shall have in place an Order tracking procedure to enable them to advise of the progress of any Order if necessary including possible delays as a result of vehicle rerouting.

6. Delivery

6.1. The Contractor shall ensure that all Products are delivered in accordance with the Order and the Order Agreement.

6.2. The Products shall be properly packed and secured in such a manner as to reach their destination in good and suitable condition. The Contractor shall use packaging that is reusable or recyclable wherever possible provided that it does not affect Food and Product safety in accordance with Clause 6.

6.3. A delivery note which shall comply with all current legislation shall be created prior to the consignment leaving the Contractor’s premises and be issued in respect of each and every separate delivery made under the terms of the Order Agreement. This note shall accompany the Products and be handed to the Customer’s Authorised Officer before delivery commences. The delivery note shall clearly state:

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(a) the name and address of the Contractor(b) the name and address of the Customer(c) the official order number, contract number and date of delivery(d) the full description of the Product(s)(e) the net price per Product and total net invoice value

6.4. Proof of delivery shall only be considered on production by the Contractor of a copy of the delivery note signed by the Customer’s Authorised Officer.

6.5. Proof of delivery shall not amount to acceptance of the Products by the Customer.

6.6. All credits must be advised in writing at the time of the delivery. A priced credit note must be issued by the Contractor within one week of delivery. Where a credit note has been issued, the invoice for the delivery concerned will be held until such discrepancies are resolved.

6.7. The Contractor and the Contractor’s servants and agents shall comply with all reasonable requirements of the Customer at the Premises and in particular shall ensure that special care should be taken when manoeuvring or reversing vehicles Where children or vulnerable people are or are likely to be present without assistance from a responsible adult. All vehicles must be fitted with an audible warning signal.

6.8. Where access to a delivery point necessitates driving alongside recreational areas, the driver must proceed with due care and attention.

6.9. All Contractors personnel used in the delivery process shall be familiar with delivery windows at each establishment.

6.10. Customers wishing to increase or decrease their usual agreed delivery frequency should explain their reasons in writing to the Council’s Authorised Officer who may sanction their request if it is practical for the Contractor to oblige with the new request. If a vehicle has to be taken off its normal route to comply, an additional service charge could be levied if no suitable practical operational solution can be found. Contractors would be expected to report any instances of consistently unreasonable ordering practice to the Council’s Authorised Officer.

6.11. The Council and Customers disclaims all responsibility for the security of the Products delivered and left at Premises by the Contractor if Products are delivered and left without a prior local agreement with the Customer concerned.

6.12. Products may be delivered and left either inside or outside when there are no staff in attendance provided that there is a previously agreed local agreement with the Customer.

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6.13. Products must be transported under refrigerated conditions and delivered at recommended +5oC - +8oC for dry goods. Under no circumstances will any delivery be accepted that is delivered in any other way. Vehicle temperature recording must be carried out regularly with relevant documentation handed to the customer.

6.14. The Contractor is required to have adequate delivery equipment (e.g. vehicles with tail-lift) and sufficient personnel to deliver the Products to any area of the end user’s premises, including upper floors.

6.15. Products should be prepared no earlier than the day prior to the delivery date required.

6.16. The Contractor shall not cause Products be delivered the day before they are required.

6.17. Delivery of the Products is to be all inclusive in the Price. Delivery is to be made in accordance with the Order to a specified location with all waste and packaging materials are to be removed upon request.

6.18. The Contractor must have in place adequate procedures for dealing with delivery shortages or damaged Products including an appropriate substitution policy.

6.19. The Contractor must notify the Customer prior to delivery if, for any reason, the ordered Products cannot be delivered and a substitution is being offered.

6.20. In the event of an emergency delivery being required due to an Order not being placed, Products not being delivered, or faulty Products being delivered and needing replacement or any other reasonable circumstance, Contractors must be able to effect the emergency delivery within a maximum time of three hours from the time of being notified by the Customer.

6.21. It will be necessary for the successful Contractor to be able to deliver all Orders, without applying minimum order quantities, to all the establishments listed in Appendix A within the Lots for which the Contractor has chosen to bid as set out in Schedule H.

6.22. In accordance with clause 28 the Contractor must obtain the Council’s written consent to the use of any sub-contractors to complete all or part of their commitments under this contract.

7. Packaging

7.1. All Products must be packaged and wrapped sufficiently to protect the product from damage and contamination during storage and delivery.

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All packaging in contact with food is to comply with the Material and Articles in Contact with Food Regulations (1997).

7.2. All Products contained within damaged or broken packaging will be rejected in accordance with Clause 11.2.

7.3. The Contractor shall ensure that all packaging is clearly labelled with the Product description and where relevant a list of all ingredients, use by/best before date (which is a mandatory requirement on prepared vegetables and potatoes) and storage requirements.

7.4. The Contractor shall ensure that all outer packaging should be of a sufficient strength to reduce transit damage to an absolute minimum.

7.5. The Price shall be based on deliveries in non-rechargeable containers. Contractors may collect empty containers, provided it is done at no expense to the Customer. It is the Contractors responsibility to ensure that any reusable containers are clearly identified as theirs and that they ensure collection of all these containers each day.

8. Hygiene

8.1. The Contractor shall ensure that all staff should undergo a formalised induction programme of training which is relevant to their specified work activity. This should include personal hygiene, food handling and food poisoning. Records of the training carried out for each individual should be recorded and updates in training should be carried out. Personal cleanliness shall be observed by all persons engaged in the production, delivering and handling of food for the supply of the Products and the Services. Protective clothing of personnel must be kept in an acceptable, clean and hygienic condition and Products must be adequately protected during all stages of transportation.

8.2. The Contractor shall ensure that all staff involved in preparation of food for this Framework Agreement must hold the Basic Food Hygiene Certificate, and premises must be registered with the Environmental Health Officer and shall supply documentation evidence to Council and/or Customers.

8.3. The Contractor shall demonstrate that the company has full Hazard Analysis and Critical Control Points (HACCP) procedure in place covering the acquisition of raw materials through to the supply of prepared Products. The Contractor shall demonstrate full traceability of raw materials used in the Products and Services. A system should also be implemented for dealing with customer complaints. This should include investigations into the reason for the complaint with preventative actions being carried out to prevent a reoccurrence. Records should be kept and customer complaints monitored for significant trends.

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8.4. All storage premises must be registered with the Environmental Health Officer and shall supply documentation evidence to Council and/or Customers.

9. Inspection and Analysis

9.1. The Council and/or the Customers shall, at reasonable times, have access to the premises or works of the Contractor and shall be afforded facilities for inspecting and testing any Products at the works of the Contractor before delivery.

9.2. The Council and or/the Customers may analyse or test, or cause to be analysed or tested, any Products delivered by the Contractor and if such Products are found not to be equal to or vary from the specification the Council may reject the whole or any part thereof and recover the cost of the analysis or test from the Contractor.

9.3. The Contractor shall permit an authorised representative from the Customer to inspect any delivery note and/or check the quantity, quality and/or description of any Products, at the Contractors premises, during transit or at the point of delivery.

9.4. After a delivery has been made, the Contractor will allow the Customers to inspect for faulty or damaged Products.

9.5. The Customer may reject any Products which it deems are faulty, damaged or not of the quality or quantity as specified in the Specification or an Order.

9.6. Risk and title in the Products shall pass to the Customer upon the Products being accepted by the Customer without prejudice to any right of rejection to which the Customer may be entitled hereunder or otherwise.

10. Quality

10.1. The Products shall conform in every respect to any specification (including but not limited to the Specification) provided or given by either party and shall be capable of meeting any standard or performance specified in the Framework Agreement, Order Agreement and where the purpose for which they are required is indicated in the Order or Schedule either expressly or by implication, be fit for that purpose.

10.2. The Contractor warrants that the quality of Products to be supplied under the Order Agreement comply in all respects with all relevant requirements of any Statute, Statutory Rule or Order, or other instrument having the force of law which may be in force at the time when the Products are supplied.

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10.3. The Contractor shall use its best endeavours to provide, for the purposes of this Order Agreement, Products whose production, use and disposal have the least practicable harmful impact on the environment.

10.4. The Contractor acknowledges that Genetically Modified (GM) labelled foods must not be delivered under this Order Agreement although the Contractor must keep the Customer informed of all developments relating to the potential introduction of GM food in order that the Customer can monitor possible quality risks or benefits.

11. Inspection of Products Received

11.1. After a delivery has been made, the Contractor will allow the Customer to inspect for faulty or damaged Products.

11.2. The Customer may reject and not accept any Products which it deems are faulty, damaged or not of the quality or quantity as specified in the Specification or an Order.

11.3. Risk and property and title in the Products and the Services shall pass to the Customer when delivery has been made in accordance with the Order and the products and Services have been accepted by the Customer without prejudice to any right of rejection to which the Customer may be entitled hereunder or otherwise.

12. Removal of Rejected Products & Disposal

12.1. The Contractor will be required to remove and suitably dispose of faulty or damaged Products at its own cost.

12.2. Rejected Products are to be removed by and at the expense of the Contractor immediately after receipt of notice of such rejection and if not removed within 24 hours and after receipt of such notice the Customer may cause the Products to be removed, sold or otherwise disposed of and charge the Contractor with all expenses incurred in such removal, sale or disposal, and the Customer shall not be liable for any damager or loss thereby sustained by the Contractor and such expenses shall be recoverable by the Customer from the Contractor.

12.3. The Customer does not accept any responsibility for rejected Products which remain at the Contractor’s sole risk.

13. Faulty Products

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13.1. The Contractor will be required to replace any faulty Products free of charge any faulty Products or credit items as determined by the Customer.

14. European Standards

14.1. All Products shall be in accordance with the appropriate specification or code of practice of the European Standards Institution if there is a specification or code current for the Products in question at any time.

15. Provision of Services on Customer Premises

15.1. The Contractor must ensure that all delivery staff and other personnel for whom there is a statutory requirement to do so are Disclosure and Barring Service (DBS) enhanced checked before providing any Products or Services pursuant to an Order. For the avoidance of doubt the cost of meeting the obligations under this clause 15.1 shall be met by the Contractor.

15.2. The Contractor shall select, employ, train, furnish and deploy in and about the performance of the Order Agreement and in the management thereof only such persons as are of good character, careful, skilled and experienced in their several trades and callings and who are proficient, productive and courteous.

15.3. The Contractor, its agents, sub-contractors and suppliers shall employ sufficient staff to ensure that the Products is delivered and the Services are provided at all times and in accordance with the Specification. Without prejudice to the generality of this obligation, it shall be the duty of the Contractor to ensure that a sufficient reserve of staff is available to perform the Order Agreement in accordance with the Specification during staff holidays or absence through sickness or any other cause.

15.4. The Contractor shall ensure that all personnel engaged in and about the performance of the Order Agreement are at all times properly and sufficiently trained and instructed with regard to:

15.4.1. The task or tasks that person has to perform;

15.4.2. All relevant provisions of the Order Agreement;

15.4.3. All relevant policies, rules, procedures and standards of the Customer;

15.4.4. All relevant rules and procedures concerning Health and Safety at work legislation and Control of Substances Hazardous to Health.

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15.4.5. Fire risks and fire precautions;

15.4.6. The need to observe the highest standard of personal hygiene, courtesy and consideration;

15.4.7. The need to recognise situations which involve an actual or potential danger or personal injury to any person upon the Premises and;

15.4.8. Where possible, without personal risk to make safe such situations or forthwith to report such situations to the appropriate member of the Council’s and/or the Customer’s staff;

15.5. The Customer shall have the right to refuse access to its Premises at any time to any employee of the Contractor, its agents, sub-contractors or suppliers. The exercise of this right shall not diminish the Contractor's obligation of performance arising under the Order Agreement, provided that the Contractor shall have access to the Premises at times sufficient to fulfil the said obligation.

15.6. The Contractor shall ensure that all personnel engaged in or about the performance of the Order Agreement carry out their duties while on the Premises in a quiet and orderly manner causing the minimum possible disruption to the routine and procedures of the Customer’s staff. Only those personnel engaged in the performance of the Order Agreement will be allowed to enter the Premises and in no circumstances must those staff be accompanied by other persons, children or pets.

15.7. The Contractor shall:

15.7.1. appropriately manage the Services that it provides under this Order Agreement;

15.7.2. be required to provide to the Customer such management information in accordance with the Specification as it reasonably requires;

15.7.3. on reasonable notice grant to the Customers external and internal auditors access to any relevant data or documentation relating to the Order Agreement and the supply of the Services for the purpose of carrying out an audit.

16. Default by Contractor in the Supply of Products

16.1. If the Products to be supplied under the Order Agreement shall not:

16.1.1. be duly delivered by the Contractor to the Customer within the

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delivery period stated in the Order, for which time shall be of the essence; or

16.1.2. be of the quality and specification detailed in the Order; or

16.1.3. be in the quantity or number required by the Order; or

16.1.4. be delivered with a delivery note containing correct and sufficient particulars of the name, quality, specification, rate, Order number, quantity and numbers of such Products;

then the Customer may, without prejudice to any other remedy it may have, by written notice served on the Contractor, reject the Products and in every such case the Customer may purchase at such prices, and on such terms as the Customer thinks fit, the same or similar Products from any other person and in such event the Contractor shall pay to the Customer or the Customer may deduct from any sum that is due, or may become due to the Contractor, all costs, charges and expenses of acquiring the Products due to the Contractor’s failure to perform the Framework Agreement.

16.2. Rejected Products shall be removed by and at the expense of the Contractor immediately after receipt of notice of such rejection from the Customer and if not removed within 24 hours after receipt of such notice the Customer may cause the Products to be removed, sold or otherwise disposed of and charge the Contractor with all expenses incurred in such removal, sale or disposal, and the Customer shall not be liable for any damage or loss thereby sustained by the Contractor and such expenses shall be recoverable by the Customer from the Contractor.

16.3. The Customer does not accept any responsibility for rejected Products which remains at the Contractor’s sole risk.

17. Default by Contractor in the Supply of Services

17.1. In the event that the Customer is of the reasonable opinion that there has been a Default of the Order Agreement by the Contractor, or the Contractor’s performance of its obligations under the Order Agreement has failed to meet the requirement set out in the Specification, then the Customer may, without prejudice to its rights under Clause 21, do any of the following:

17.1.1. make such deduction from the Price to be paid to the Contractor as the Customer shall reasonably determine to reflect sums paid or sums which would otherwise be payable in respect of such of the Services as the Contractor shall have failed to provide or performed inadequately;

17.1.2. without terminating the Order Agreement, itself provide or

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procure the provision of part of the Services until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the Customer that the Contractor will be able to perform such part of the Services in accordance with the Agreement;

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

17.1.4. terminate, in accordance with Clause 21, the whole of the Order Agreement.

17.2. The Customer may charge to the Contractor any cost reasonably incurred by the Customer and any reasonable administration costs in respect of the provision of such part of the relevant Services by the Customer or by a third party to the extent that such costs exceed the Price which would otherwise have been payable to the Contractor for such part of the relevant Services and provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services.

18. Warranties and Representations

18.1. The Contractor warrants and represents that:

18.1.1. the quality of the Products and Services to be supplied under the Order Agreement shall comply in all respects with all relevant requirements of any Statute, Statutory Rule or Order, or other instrument having the force of law which may be in force at the time when the Products and Services are supplied.

18.1.2. the Products shall conform in every respect to any specification (including but not limited to the Specification) provided or given by either party and shall be capable of meeting any standard or performance specified in the Framework Agreement and/or Schedules thereto; and where the purpose for which the Products is required is indicated in the Order or otherwise, either expressly or by implication, be fit for that purpose.

18.1.3. the Services shall be supplied and rendered by appropriately experienced, qualified and trained personnel with all due skill, care and diligence;

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18.1.4. the Contractor shall discharge its obligations hereunder with all due skill, care and diligence including but not limited to the good industry practice and (without limiting the generality of this Clause) in accordance with its own established internal procedures.

18.1.5. the Contractor shall ensure that it has control systems in place to enable the Contractor to provide safe Products that comply with all relevant food legislation and the Specification including but limited to: the Food labelling Regulations 1996 and the appropriate Weights and Measures and Food Act primary and subordinate legislation as amended, The Consumer Protection from Unfair Trading Regulations 2008 and the Food Standards Agency Guidelines on Nutritional Labelling.

19. Insurance and Indemnity

19.1. Each party shall indemnify the other against all damages, losses, costs, compensation or expenses arising from the death or injury of any person and against all loss or damage to any physical property, to the extent that the same are due to any act, default or negligence of that party, their sub-contractors, servants or agents and against all actions, claims demands or proceedings in respect thereof or in relation thereto.

19.2. Without prejudice to its liability to indemnify the Customer, the Contractor shall take out and maintain:

19.2.1. Public and Product Liability insurance, which shall, for any one occurrence or series of occurrences arising out of one event, is not less than £5,000,000.

19.2.2. Employers Liability insurance, which shall, for any one occurrence or series of occurrences arising out of one event, be not less than £5,000,000.

19.2.3. Motor insurance, which shall, for any one occurrence or series of occurrences arising out of one event be not less than £5,000,000 for smaller vans £10,000,000 for HGV Vehicles for injury or damage and unlimited for death.

19.3. Subject always to Clause 19.1, in no event shall either party be liable to the other for:

19.3.1. loss of profits, business, revenue, goodwill or anticipated savings; and/or

19.3.2. indirect or consequential loss or damage.

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19.4. The provisions of Clause 19.3 shall not be taken as limiting the right of the Customer to claim from the Contractor for:

19.4.1. additional operational and administrative costs and expenses howsoever caused; and/or

19.4.2. expenditure or charges rendered unnecessary as a result of any Default by the Contractor.

20. Infringement of Intellectual Property Rights

20.1. The Intellectual Property rights in designs and documents produced by the Contractor in the delivery of the Products and performance of the Services shall vest in the Customer.

20.2. The Contractor shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, registered design, trade mark, trade name or other Intellectual Property Rights arising as a result of the Customer’s receipt, use, possession or sale of the Products and/ or Services or arising in any other way from the Contractor’s provision of the Services under the Order Agreement.

21. Termination

21.1. By the Customer:

21.1.1. The Customer may at any time by notice in writing terminate the Order Agreement as from the date of service of such notice if:

(a) there is a change of control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, in the Contractor or its Parent Company; or

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(b) the Contractor, being an individual, or where the Contractor is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport to do so, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986 or he shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985 as amended by the Bankruptcy (Scotland) Act 1993 or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his estate, or a trust deed shall be granted by him for the benefit of his creditors; or any similar event occurs under the law of any other jurisdiction; or

(c) the Contractor, being a company, passes a resolution, or the Court makes an order that the Contractor or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Contractor or the Parent Company, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Contractor or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs under the law of any other jurisdiction.

21.1.2. The Customer may at any time by notice in writing terminate the Order Agreement forthwith, if the Contractor is in Default of any obligation under the Order Agreement and:

(a) the Default is capable of remedy and the Contractor shall have failed to remedy the Default within thirty (30) days of written notice to the Contractor specifying the Default and requiring its remedy; or

(b) the Default is not capable of remedy.

21.2. Termination in accordance with this Clause 21 or otherwise shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to any party.

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21.3. In the event of any termination of the Order Agreement whether under this Clause 21 or otherwise, and without prejudice to any other rights (including the right to recover damages) that may accrue to the benefit of the Customer under this Order Agreement or otherwise, the Customer shall be entitled to obtain a refund of any Price paid by the Customer in respect of any Services which have not been performed by the Contractor in accordance with the terms of the Order Agreement.

22. Confidentiality

22.1. Each party:

22.1.1. shall treat all Confidential Information belonging to the other party as confidential and safeguard it accordingly; and

22.1.2. shall not disclose any Confidential Information belonging to the other party to any other person without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of the Order Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Order Agreement.

22.2. The Contractor shall take all necessary precautions to ensure that all Confidential Information obtained from the Customer under or in connection with the Order Agreement:

22.2.1. is given only to such of its staff, sub-contractors and agents engaged in connection with the Order Agreement and only to the extent necessary for the performance of the Order Agreement;

22.2.2. is treated as confidential and not disclosed (without prior approval) or used by any staff, sub-contractors or agents otherwise than for the purposes of the Order Agreement.

22.3. Where it is considered necessary in the opinion of the Customer, the Contractor shall ensure that its staff, sub-contractors and agents sign a confidentiality undertaking before commencing work in connection with the Order Agreement. The Contractor shall ensure that its staff, sub-contractors and agents are aware of the Contractor’s confidentiality obligations under this Order Agreement.

22.4. The Contractor shall not use any Confidential Information it receives from the Customer otherwise than for the purposes of the Order Agreement.

22.5. The provisions of Clauses 22.1 to 22.4 shall not apply to any Confidential Information received by one party from the other:

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22.5.1. which is or becomes public knowledge (otherwise than by breach of this Clause);

22.5.2. which was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party;

22.5.3. which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

22.5.4. is independently developed without access to the Confidential Information; or

22.5.5. which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, or the EIR pursuant to Clause 22.

22.6. Nothing in this Clause shall prevent the Customer from:

22.6.1. disclosing any Confidential Information for the purpose of the examination, audit (both internal and external) and certification of the Customer’s accounts, or

22.6.2. disclosing any Confidential Information obtained from the Contractor to any person engaged in providing any services to the Customer for any purpose relating to or ancillary to the Order Agreement;

provided that in disclosing information under Clause 22.6.2 the Customer discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence.

22.7. The Contractor shall not without the prior written consent of the Customer divulge the existence of the Order Agreement or the Order or disclose any information relating to or contained in the Order Agreement to any person who is not engaged in the performance of the Order Agreement.

22.8. In the event that the Contractor fails to comply with this Clause 22 the Customer reserves the right to terminate the Order Agreement by notice in writing with immediate effect.

22.9. The Customer in line with the Government's on-going drive to open up activities of the public sector to greater scrutiny has prepared its transparency agenda and the Contractor hereby agrees that nothing in this clause 22 shall prevent the Customer from publishing any payments made by the Customer to the Contractor under the terms of this Order Agreement.

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22.10.The provisions of this Clause 22 shall apply notwithstanding termination of the Order Agreement.

23. Data Protection Act 1998

23.1. The Contractor shall at all times comply with the Data Protection Act 1998 including, where appropriate maintaining a valid and up to date registration or notification under the Data Protection Act 1998.

23.2. The Contractor shall not disclose Personal Data to any third parties other than:

23.2.1. to staff, sub-contractors and agents to whom such disclosure is reasonably necessary in order to perform the Order Agreement; or

23.2.2. to the extent required under a court order provided that disclosure under Clause 23.2.1 is made with the approval of the Customer and subject to written terms no less stringent than the terms contained in this Clause and that the Contractor shall give notice in writing to the Customer of any disclosure under Clause 23.2.2 immediately it is aware of such a requirement.

23.3. The Contractor shall indemnify and keep indemnified the Customer against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of any breach of this Clause by the Contractor and/or any act or omission of any staff, sub-contractor or agent.

23.4. The Contractor is required to comply with the obligations set out in Principle Seven of the Data Protection Act 1998.

23.5. In this clause “Personal Data” means personal data as defined in the Data Protection Act 1998 which is supplied to the Contractor by the Customer or obtained by the Contractor in the course of performing the Order Agreement.

24. Freedom of Information Act 2000 (FOIA) and Environmental Information Regulations 2004 (EIR)

24.1. The Contractor acknowledges that the Customer is subject to the requirements of the FOIA and the EIR and shall assist and co-operate with the Customer (at the Contractor’s expense) to enable the Customer to comply with these information disclosure requirements.

24.2. The Contractor shall and shall procure that its sub-contractors shall;

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24.2.1. transfer any request for Information to the Customer as soon as practicable after receipt and in any event within two working days of receiving a request for information; and

24.2.2. provide the Customer with a copy of all Information in its possession or power in the form that the Customer requires within seven working days (or such other period as the Customer may specify) of the Customer requesting the Information; and

24.2.3. provide all necessary assistance as reasonably requested by the Customer to enable the Customer to respond to a request for Information within the time for compliance set out in Section 10 of the FOIA or the EIR.

24.3. The Customer shall be responsible for determining at its absolute discretion whether commercially sensitive information and/or any other Information;

24.3.1. is exempt from disclosure in accordance with the provisions of the FOIA or the EIR; and

24.3.2. is to be disclosed in response to a request for Information and in no event shall the Contractor respond directly to a request for Information unless expressly authorised to do so by the Customer.

24.4. The Contractor acknowledges that the Customer may be obliged under the FOIA or the EIR to disclose Information;

24.4.1. without consulting the Contractor; or

24.4.2. following consultation with the Contractor and having taken its views into account.

24.5. The Contractor shall ensure that all Information produced in the course of the Order Agreement or relating to the Order Agreement is retained for disclosure and shall permit the Customer to inspect such records as requested from time to time.

24.6. The Contractor acknowledges that any lists or Schedules provided by it outlining Confidential Information are of indicative value only and that the Customer may nevertheless be obliged to disclose Confidential Information in accordance with Clause 24.4.

25. Equalities and Diversity

25.1. The Contractor agrees that there shall be no discrimination by it against any person with respect to opportunity for employment or conditions of employment, because of gender, disability, age, ethnic or national

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origin, marital status, religious creed, sexuality, responsibility for dependents or trade union activity.

25.2. The Contractor shall in all matters arising in the performance of the Framework Agreement conform with the provisions of the Equality Act 2010 and any regulations made thereunder.

25.3. The Contractor shall in all matters arising in the performance of the Order Agreement conform with the provisions of the Employment Equality (Age) Regulations 2006.

25.4. The Contractor must comply with the provisions of the Race Relations (Amendment) Act 2000 and shall ensure that it performs its responsibilities under this Order Agreement with due regard to the need to eliminate unlawful racial discrimination, and to promote equality, opportunity and good relationships between different racial groups.

25.5. The Contractor shall, at all times, be responsible for and take all such precautions as are necessary to protect the health and safety of all employees, volunteers and any other persons involved in, or receiving Products or Services from, the performance of the Order Agreement and shall comply with the requirements of the Health and Safety at Work Act 1974 and any other Act or Regulation relating to the health and safety of employed persons and any amendment or re-enactment thereof.

25.6. The Customer shall be entitled at the Customer’s expense to inspect such books, accounts and records belonging to the Contractor as are necessary to demonstrate compliance with Clauses 25.1 – 25.5 above.

25.7. The cost to the Contractor of complying with this Clause 25 shall be included in the Price.

26. Corrupt Gifts and Payments of Commission

26.1. The Customer shall be entitled to cancel and terminate the Order Agreement and to recover from the Contractor the amount of any loss resulting from such cancellation or termination if the Contractor or any person on its behalf shall have offered or given or agreed to give any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or having done or forborne to do any act in relation to the obtaining or execution of the Order Agreement or any other contract with the Customer or for showing or forbearing to show favour or disfavour to any person in relation to the Order Agreement or any other contract with the Customer or if like acts shall have been done by any person employed by the Contractor or acting on its behalf (whether with or without the knowledge of the Contractor) or if in relation to any contract with the Customer the Contractor or any person employed by the Contractor or acting on its behalf shall have committed

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any offence under the Bribery Act 2010 or shall have given any fee or reward the receipt of which is an offence under Section 117 (2) and (3) of the Local Government Act 1972.

26.2. The decision of the Customer shall be final and conclusive in any dispute, difference or question arising in respect of:

26.2.1. the interpretation of this Clause 26; or

26.2.2. the right of the Customer under this Clause 26 to terminate the Order Agreement.

27. Force Majeure

27.1. For the purposes of the Order Agreement the expression "Force Majeure" shall mean any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents or employees.

27.2. Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of Price whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure, notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.

27.3. If either party becomes aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify the other party by the most expeditious method then available and shall inform the other party of the period which it is estimated that such failure or delay shall continue.

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27.4. It is expressly agreed that any failure by the Contractor to perform or any delay by the Contractor in performing its obligations under the Order Agreement which results from any failure or delay in the performance of its obligations by any person, firm or company with which the Contractor shall have entered into any contract, supply arrangement or sub-contract or otherwise, shall be regarded as a failure or delay due to Force Majeure only in the event that such person firm or company shall itself be prevented from or delayed in complying with its obligations under such contract, supply arrangement or sub-contract or otherwise as a result of circumstances of Force Majeure.

27.5. For the avoidance of doubt it is hereby expressly declared that the only events which shall afford relief from liability for failure or delay shall be any event qualifying for Force Majeure hereunder.

28. Transfer and Sub-contracting

28.1. The Order Agreement is personal to the Contractor. The Contractor shall not assign, novate, sub-contract or otherwise dispose of the Order Agreement or any part thereof without the prior consent in writing of the Customer.

28.2. Notwithstanding any sub-contracting permitted hereunder, the Contractor shall remain primarily responsible for the acts and omissions of its sub-contractors as though they were its own.

29. Amendments to the Order

29.1. This Order Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by a duly authorised representative of the Customer and by a duly authorised representative of the Contractor. Where appropriate during the performance of the Service the Contractor and the Customer may agree changes to the Order in writing.

30. Communications

30.1. Any notice which either party is required to give to the other shall be given in or confirmed by writing and shall be sufficiently served if sent to the other party at its address specified in the Order form either by (a) hand, (b) first class post or recorded delivery or, (c) facsimile, or (d) electronic mail transmission confirmed by registered, first class post or recorded delivery within 24 hours of transmission.

30.2. Either party may change its address for service by notice as provided in this Clause 30.1.

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31. Severability

31.1. If any provision of this Order Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Order Agreement had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Order Agreement, the Customer and the Contractor shall immediately commence good faith negotiations to remedy such invalidity.

32. Waiver

32.1. The failure of either party to insist upon strict performance of any provision of this Order Agreement, or the failure of either party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by this Order Agreement.

32.2. A waiver of any Default shall not constitute a waiver of any subsequent Default.

32.3. No waiver of any of the provisions of this Order Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing in accordance with the provisions of Clause 32.

33. Dispute Resolution

33.1. The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to the Framework Agreement within 20 working days of either party notifying the other of the dispute. If any dispute cannot be settled amicably through ordinary negotiations then it shall in the first instance be referred to the Head of Legal Services for the Council and the Contract Manager or equivalent for the Contractor for discussion and resolution.

33.2. Each party will use all reasonable endeavours to reach a negotiated resolution to the dispute through the above dispute resolution procedure. If the dispute is not resolved at the meeting of the Head of Legal Services for the Council and the Contract Manager or equivalent for the Contractor, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (“the Model Procedure”).

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33.3. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party requesting a mediation.

33.4. The procedure in the Model Procedure will be amended to take account of:

33.4.1. Any relevant provisions in the Framework Agreement;

33.4.2. Any other agreement which the parties may enter into in relation to the conduct of the mediation (“Mediation Agreement”).

33.5. If the parties fail to reach agreement within 25 working days of reference of the dispute to mediation, or such longer period as may be agreed between parties, then any dispute or difference between them may be referred to the Courts.

34. Law and Jurisdiction

34.1. This Order Agreement shall be considered as a contract made in England and according to English Law and subject to the exclusive jurisdiction of the English Courts to which both parties hereby submit.

34.2. These Order Conditions of Contract are binding on the Customer and its respective successors and assignees and the Contractor and its successors and permitted assignees.

35. Entire Agreement

35.1. These Order Conditions of Contract together with the Framework Agreement and the Order constitutes the entire understanding between the parties relating to the subject matter of this Order Agreement and, save as may be expressly referenced or referred to herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto, except in respect of any fraudulent misrepresentation made by either party.

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SCHEDULE 2

INVITATION TO TENDER SUBMISSION (NOTES OF GUIDANCE FOR FIRMS APPLYING TO TENDER)

1 Hampshire County Council Departments

1.1 Hampshire County Council (HCC) comprises seven departments, Chief Executives, Corporate Services, Adult Services, Children’s Services, Economy, Transport and Environment, Human Resources and Culture, Communities and Business Services (CCBS).

1.2 County Supplies is one of four business units within the Business Services Group of CCBS, the others being Hampshire County Council Catering Services (HC3S), Hampshire Printing Services and Hampshire Transport Management.

1.3 With an annual purchasing turnover of over £120m, County Supplies is a self funding not-for-profit business unit; and acts as the buying agent for both internal customers, that is those departments that come under the County’s control, and external customers, those establishments that have their own delegated budgets. For further information regarding the customers eligible to access the Contract and the operation of County Supplies please see the website on www.hants.gov.uk/countysupplies.

2 Framework Agreement Participation 2.1 Where the requirements differ between authorities, these are clearly

stated in the tender documents. 2.2 Whilst the Council cannot guarantee volume of orders, the following

organisations have confirmed that they currently intend to place orders under the framework:

Hampshire County CouncilPortsmouth City CouncilSouthampton City CouncilUniversity of Southampton

2.3 Poole Borough Council is permitted to access the framework and may place orders during the term of this framework.

3 Scope

3.1 This Contract is for the Supply and Distribution of Fruit and Vegetables and Milk and Morning Goods to Hampshire County Council and Customers including but not limited to Hampshire Schools and Colleges, Hampshire Fire and Rescue Service, Hampshire Constabulary and the Office of the Police and Crime Commissioner, the

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http://www.hants.gov.uk/countysupplies

Care Sector (Public & Private Establishments in Hampshire), Poole Borough Council, Portsmouth City Council, Southampton City Council, University of Southampton and miscellaneous customers (including other public sector organisations, academies and free schools) within the Hampshire geographical area and surrounding Counties. Any organisation described below may utilise the resulting Contract from the commencement date.

http://www.iwight.com/http://www.hampshire.police.uk/internethttp://www.hantsfire.gov.uk/http://www.hampshire-pcc.gov.uk/Home.aspxhttp://www.education.gov.uk/edubase/home.xhtml

www.schoolswebdirectory.co.uk/localauthorities.phphttp://www.uk-universities.net/Colleges/England-Hampshire.htmlhttp://www.uk-universities.net/Universities/England-Hampshire.htmlhttp://tna.europarchive.org/20101015120231/direct.gov.uk/en/dl1/directories/a-zofcentralgovernment/index.htmwww.nhs.uk/ServiceDirectories/Pages/Acutetrustlisting.aspxwww.charity-commission.gov.uk/registeredcharities/first.asphttp://www.swcouncils.gov.uk/nqcontent.cfm?a_id=1http://www.iese.gov.uk/

3.2 In the event of reorganisation which affects the participating authorities so requiring the need to vary or terminate this contract the participating authorities shall not be held responsible in any way.

4 Requirement

4.1 The requirement of this contract is for the contractor(s) to supply and deliver Fruit and Vegetables and Milk and Morning Goods, as required through the use of lots, to Hampshire County Council and other Customers in accordance with the Framework Agreement Conditions of Contract.

5 Period of Contract

5.1 The contract will commence on 1 April 2015, for a period of three years, until 31 March 2018. The Council shall have an option to extend the framework for a one (1) year.

5.2 It is intended that the successful Contractors will be informed of their award by 1 December 2014 to allow time for them to accommodate the provisions of Schedule 4 (Payment Procedure).

6 Estimated Value

6.1 At the time of tendering the estimated value of this contract is £2.6M annually. This estimate has allowed for a projected 30% increase in the number of primary school meals as a result of the School Food Plan.

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http://www.iese.gov.uk/

http://www.swcouncils.gov.uk/nqcontent.cfm?a_id=1

http://www.charity-commission.gov.uk/registeredcharities/first.asp

http://www.nhs.uk/ServiceDirectories/Pages/Acutetrustlisting.aspx

http://tna.europarchive.org/20101015120231/direct.gov.uk/en/dl1/directories/a-zofcentralgovernment/index.htm

http://tna.europarchive.org/20101015120231/direct.gov.uk/en/dl1/directories/a-zofcentralgovernment/index.htm

http://www.uk-universities.net/Colleges/England-Hampshire.html

http://www.schoolswebdirectory.co.uk/localauthorities.php

http://www.education.gov.uk/edubase/home.xhtml

http://www.hampshire-pcc.gov.uk/Home.aspx

http://www.hantsfire.gov.uk/

http://www.hampshire.police.uk/internet

http://www.iwight.com/

6.2 The estimated annual spend for each Lot (area) as shown in Schedules H and I (page 125) based on actual figures for the whole of 2013 plus the 30% mentioned in 6.1 above. Figures below are rounded for OJEU purposes.

Hampshire County Council Lot 1 - £295,000Lot 2 - £250,000Lot 3 - £230,000 includes Portsmouth unitsLot 4 - £280,000Lot 5 - £400,000Lot 6 - £290,000 includes HC3S catered Dorset schoolsLot 7 - £340,000 includes HC3S catered Wiltshire schoolsLot 8 -Total £550,000 split as follows: Southampton City Council -

£330,000 includes HC3S units. University of Southampton - £220,000

Note: £243,207 is attributable to Milk & Morning Goods of which £151,526 is Milk in 2 litres and £52,556 was 800g Loaves of Bread

6.3 The figures quoted include purchases by Care Sector and Miscellaneous establishments.

6.4 This estimated area spend is given in good faith and cannot be construed as a binding commitment. This is intended to convey the anticipated requirement for one year. The Customers and the Council give no guarantees and do not bind themselves to order the quantity/value stated.

7 Number of Contractors

7.1 The contract will award a Primary Contractor and Reserve Contractor to each lot. For all orders, the Customers shall directly order with the Primary Contractor in the first instance.

7.2 Customers will only be permitted to place orders with Reserve Contractors in the event that the Primary Contractor confirms it is unable to meet an order and it is therefore necessary to protect the operational viability of the Framework Agreement.

7.3 Contractors are permitted to tender and may be appointed as Primary or Reserve Contractors for more than one lot.

7.4 Where a Primary Contractor ceases to operate as the Primary Contractor for any particular lot the Council reserves the right to select an alternative Contractor by undertaking a further competition exercise inviting all Primary Contractors to quote, in order to ascertain the most

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economically advantageous contractor and thereafter appoint them as a Substitute Contractor to that lot.

7.5 Contractors must accept that there will be occasions when a product is not stocked within its range, or a product will be very low usage or a unique product/product range is available elsewhere. In these circumstances the Customers reserve the right to source alternative supply.

7.3 The Council reserves the right to award all, part or none of the framework agreement and is not bound by the estimated value nor order quantities.

8 Selection Criteria

8.1 The tender process will be in accordance with the Public Contract Regulations 2006 and the European Union Supplies Directives using the Open Procedure. An Invitation to Tender document has been used to gather data relating to the tenderer’s ability to perform the Framework Agreement.

9 Framework Agreement Conditions

9.1 Acceptance of all Framework Agreement Conditions of Contract set out in this document, inclusive of all schedules is mandatory.

9.2 Non-acceptance of the terms of the Framework Agreement will result in a tender bid being automatically rejected.

10 Framework Agreement Evaluation Process

10.1 Tenders will initially be evaluated on the tenderer’s capacity to perform the contract and those meeting the criteria will be accepted for the next stage where they will be scored using the award criteria. The qualifying criteria will be based upon the following factors, and will be assessed as either Pass or Fail. Any Tender failing any of the below qualifying criteria will not be evaluated further.

Questions Ref Score / Weighting

Questions 1 to 19 (Organisation Details) For Information Only

Question 20 to 23 – Provision of Financial Pass / Fail

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InformationWhere possible, we will also obtain a financial appraisal of your organisation from N2Check

Question 24 & 25 - Insurance Pass / Fail

Question 26 – Business Activities Pass / Fail

Questions 27 to 31 – Business Practices Pass / Fail

Questions 32 to 34 – Professional Business Standing

Pass / Fail

11 Award Criteria

11.1 The award criteria will be based on the most economically advantageous tender in terms of:

1. Price (maximum score 350 points)2. Quality, Sustainability and Traceability (maximum

score 200 points)3. Ability to Meet Specified Delivery Windows (maximum score 200

points)4. E-Procurement (maximum score 150 points)5. Customer Services and Account Management (maximum score 100

points)

11.2 The above award criteria is listed in order of importance and weighted accordingly with a total maximum score of 1,000 points. The framework agreement will be awarded to the tenderer(s) who submits the most economically advantageous tender, i.e., the tender that achieves the highest score in the objective assessment.

11.3 Price scoring will be calculated as maximum points x (100% - % above the lowest price) as per the example below:

Price Lowest price/pricePoints calculation Maximum points x

(lowest price/price)

Points

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£100 100/100 =1 350 x 1 350

£110 100/110 = 0.91 350 x 0.91 318.5

£115 100/115= 0.87 350 x 0.87 304.5

£120 100/ 120 = 0.83 350 x 0.83 290.5

£125 100/125 = 0.80 350 x 0.80 280

11.4 Non-Price Scoring will be calculated as follows. The total number of points available in this tender are: 650

Non-Price Factor Points Available

Does not meet

expectation 0%

Meets some expectation

40%

Almost meets

expectation 70%

Exceeds expectation 100%

Total points

CQuality,

Sustainability and

Traceability(points total)

Total 200

Premises inspection 100

Vehicle fleet 20Reducing food

miles 15

Sustainability measures /fresh

produce15

Asset traceability

system50

DAbility to meet

specified delivery windows

(points total)

Total 200

Meeting 150

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requirementsComplaints Procedure

Report50

E E-procurement(points total)

Total 150

Ability to accept virtual

purchasing card100

Level 2 VAT information 25

Level 3 VAT information 25

FCustomer services &

account management(points total)

Total 100

Regular contact 25Quarterly

meeting agenda 25

KPI indicators 25Marketing support 25

N.B. Where two or more bids achieve an overall highest score on the non-price scoring then those bids will be ranked in strict order of lowest price first, next lowest second etc. and the framework agreement will be awarded accordingly.

Quality, Sustainability and Traceability (maximum score 200 points) Premises inspection 100 Vehicle fleet 20 Reducing food miles 15 Sustainability measures/fresh produce 15 Asset traceability system 50

Tenderers are required to provide details of the types and efficiency of their delivery vehicles to be used to service this contract, examples of how they have tackled the question of reducing food miles, details of fleet (copies of V5 vehicle registration certificates must be included) and fuel used e.g., biofuel, fuel efficient engines and age of fleet and sourcing procedures, e.g., backhauling) and the options of recycling waste where appropriate. Tenderers must ensure that all drivers are equipped with a permanent means of voice communication during delivery runs. Please also confirm whether your delivery vehicles are fitted with tracking devices.

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Contractors should bear in mind that it is the aim of the Councils to promote the use of fresh in season produce from the supplier and Contractors must state how they would implement such a process. A yearly statement will be required from successful contractors giving details of how sustainability improvements within the company have been achieved. You must provide details within your tender of what improvements have been achieved in the past twelve months and what evidence you have that such improvements have minimised the effect on the environment.

Tenderers are also required to provide evidence of a full traceability system in accordance with HACCP from original source to finished products listed in the Price Schedules. You must be able to show that you visit and audit your suppliers. Traceability of raw materials requires yearly testing and the results to be recorded. Tenderers must state how they will undertake testing and how their results will be used to improve performance. Please describe your quality assurance system and provide supporting documentation together with details of any accreditation your company has from recognised food audit schemes (e.g., BRC, SALSA, STS). Please describe what procedures you will have in place to ensure consistent quality of product delivered against this contract. Examples might include the way your company uses natural and manufactured resources and reducing pollution.

From time to time full product nutritional information may be required. If your company is successful and has not previously been visited, it will be necessary for a food factory inspector (FFI) appointed by the Council to visit the site where the products are stored and/or prepared to ensure hygiene standards are met. This section of the contract will be scored as shown below relating to Clause 11.4 shown in Schedule 2. If the FFI scores your premises less than 70% your tender will not be considered.

Premises Inspection Scoring

Points

Score Comments

Management 10

Raw Materials 10

Production Process 10

Storage & Distribution 10

Quality Systems 10

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Premises & Equipment 10

Factory Hygiene 10

Pest Control 10

Personal Hygiene, Training & Facilities

10

Overall Suitability to Supply HampshireCounty Council

10

Total Score 100

Ability to meet Specified Delivery Windows (maximum points available 200)

Meeting requirements 150 Complaints procedure report 50

Hampshire County Council, Portsmouth City Council, Southampton City Council and University of Southampton’s delivery requirements are detailed below:

Deliveries will be required to most Units at least twice weekly (Monday to Friday) to arrive between 09.00 and 13.30 at Primary Schools and 08.00 and 14.00 at Secondary Schools, or by prior arrangement.

Deliveries to other establishments must be made no earlier than 07.00 (to comply with the law) unless by local agreement with the delivery Establishment concerned and preferably, before 10.00 but, certainly no later than 13.00. Some contractors will be able to agree earlier delivery windows with individual establishments, including Adult’s and Children's Services Units.

Educational establishments normally only require deliveries during term times i.e., approximately 38 weeks per year, although the Contractor should provide for the eventuality of occasional requirements during educational holidays. Anticipated notable periods of for larger than normal deliveries are likely to be the first two days of the September term and the first three weeks of December for Christmas related produce.

Educational establishments may require a delivery during the first two days of the September Term, the other notable periods for larger than normal deliveries will be during the

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Hampshire County Council Catering Services (HC3S) caters for a few schools in Dorset and Wiltshire which have been included in Areas 6 and 7 of Schedules H and I and Appendix A where term dates do not necessarily match those of Hampshire schools. Also, some HC3S-catered schools provide food for nurseries all through the school holidays and would require deliveries up to 52 weeks per year. Currently these are all to be found in Area 5 (Appendix A – Customer Directory).

Tenderers should note that due to the type of establishment concerned in this tender there will be a number of establishments which will require small value orders and contractors are required to take this into consideration when tendering.

All Customers will have a few exceptions to the requirements laid out above and between the time of the contract award and the commencement date of the contract the appointed contractor will be given a list of contacts with a view to establishing the exceptions.

In the case of the Council the exceptions are as follows:

The Castle Restaurant, Winchester can only accept deliveries made after 07.15 (Local Resident’s Agreement) and before 08.30 for operational reasons. Occasional Saturday deliveries may be required.

Discovery Centres, Winchester and Basingstoke are seven-day operations but deliveries are to be made to The Castle Restaurant.

The Sir Harold Hillier Visitor Centre, Romsey requires deliveries to be made between 08.30 and 10.30 Monday to Saturday inclusive.

There are five Country Parks catered for by HC3S. They are:

Lepe, nr Calshot; Manor Farm, nr Botley; Queen Elizabeth, Horndean; Staunton, nr Havant; Titchfield Haven Nature Reserve, nr Hillhead.

The Country Parks are all seven-day operations and deliveries are required Monday to Saturday between 09.30 and 15.30 except at Staunton. At Staunton Country Park all deliveries must be made before 09.45 due to farm animals roaming freely after that time.

Calshot Activities Centre, Calshot, Southampton is a seven-day operation and deliveries are required Monday to Saturday

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between 07.30 and 16.30 to the Residential Centre and 10.30 and 16.30 to the Café/Bar.

Southampton City Council does have some notable exceptions to the requirements laid out above:

The Solent Suite Kitchen, Civic Centre, Southampton and all non-educational units require deliveries to be completed between 08.00 and 12.00 (Monday to Friday), although The Solent Suite Kitchen might require occasional deliveries outside these times for special events.

University of Southampton

Deliveries are required to be completed between 07.00 and 10.00.

The Councils and Customers disclaim all responsibility for the security of the Products delivered and left at Customers premises by the Contractor if Products are delivered and left without a prior local agreement with the delivery Establishment concerned.

Products may be delivered and left either inside or outside when there are no staff in attendance provided that there is a previously agreed local agreement with the delivery Establishment concerned (unless otherwise stated).

Tenderers must submit a statement containing details of how they will meet each Authority’s requirements. Details of routings and logistics applied are required. Please describe what procedures you will have in place to ensure consistent adherence to the delivery windows.

The quarterly Complaints Procedure Report required under Clause 16 of the Framework Conditions of Contract must include for each period :-

The total number of deliveries made in full (completed orders) The number of those which were made outside the delivery window or

delivery day. How many of those which rejected/redelivered due to errors How many deliveries were rejected/redelivered due to damage/quality

concerns. The number and value of credit notes issued. Remedial actions that have been introduced to reduce

rejections/redeliveries/credit notes.

Please describe how you would produce the report and include an example with your tender.

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E-procurement (maximum points available 150)

Ability to accept virtual purchasing cards 100 Level 2 VAT information 25 Level 3 VAT information 25

E-Procurement Policy: Hampshire County Council recognises the importance of electronic procurement (e-procurement) in delivering lower transaction costs for both us and our suppliers, and minimising paperwork, thereby providing efficiencies and environmental benefits. One of the elements of this policy is the use of purchasing cards where appropriate, to reduce transaction costs particularly for high volume, low value and ad-hoc purchases.

Current Processes for the Purchase of Fruit & Vegetables and Milk & Morning goods: Hampshire County Council currently uses a virtual purchasing card to purchase fruit & vegetables and milk & morning goods (this is currently a VISA card).

The card number of the virtual purchasing card is lodged with the Contractor (a unique number for each Contractor). The kitchens ring through the order to the Contractor and quote their kitchen number which identifies their delivery address and that they are part of the scheme (a list of participating kitchens would be provided). The staff in the kitchen do not have any details of the purchasing card. When the Contractor receives the telephone order they process it into their systems and make the delivery as normal.

Paper invoices are not produced, instead payment is requested against the virtual purchasing card. You will need to be able to accept credit/debit card payments and have a software solution (payment gateway) that enables you to send appropriate invoice information against the purchasing card to the bank. There are a number of options available and your acquiring bank should be able to help you with this. Hampshire County Council would prefer Level 3 VAT information to be returned to the bank. Level 1 information will not be acceptable for the virtual purchasing card as it does not contain sufficient detail or VAT information.

Benefits: The main benefit to Hampshire County Council is that the Council receives one electronic statement from the bank each month which can be uploaded into its Finance System (SAP) thereby significantly reducing the costs of processing invoices. The Council can also use the information provided for reporting purposes.

The benefits for Contractors is that they will usually be paid within 3 to 4 days of sending the claim to the bank. Contractors will not need to send invoices or chase for payment.

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Future Requirements: Any successful tenderer for Hampshire County Council will need to be able to take payment via a virtual purchasing card as outlined above with effect from the commencement date of the Framework Agreement, or provide an alternative solution which would enable Hampshire County Council to electronically receive and load invoicing information into our financial systems. Returning to paper invoices which would need to be manually entered into the Council’s finance systems would incur extra costs in processing for Hampshire County Council and will result in your tender being marked less favorably.

Account Management and Customer Service (maximum points available 100):

Regular contact 25 Quarterly meeting agenda 25 KPI Indicators 25 Marketing Support 25

Successful Contractors will be required to appoint an authorised representative to attend contract review meetings with the Council. Please confirm that you will do this.

Please submit an example of what you would consider to be an appropriate quarterly contract review agenda.

Please confirm how the authorised representative will maintain regular communication with both the Food Buyer at Hampshire County Supplies and the Food Development Officer at HC3S.

Successful Contractors will also be required to appoint a named internal representative(s) to deal with day to day customer service, delivery issues and complaints. Please confirm that you will do this.

The successful contractor shall be required to provide accurate and up to date Key Performance Indicators within four weeks of the end of each three month period of the contract which will include total expenditure, value, product type, quantity and value per participating authority and, if necessary, details of orders placed by individual establishments (the Trading by Sector and Units Trading reports referred to in Clause 16 of the Framework Agreement conditions of Contract). Please explain how you would do this.

This is also where to confirm your marketing support in accordance with Clause 47 of the Framework Agreement Conditions of Contract.

11.5 The above is listed in order of importance and weighted accordingly with a total maximum score of 1,000 points (350 Price/650 Non-Price). Following the Pass/Fail financial appraisal to be carried out by the Council’s Corporate Finance, the Framework Agreement will be awarded to the tenderer(s) who submit(s) the most economically

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advantageous tender i.e., the tender that achieves the highest score in the objective assessment.

11.6 Tenderers must demonstrate their ability to meet the specifications in full in the tender return documents. In addition to completing the Price and Non-Price Requirements you should enclose all the relevant literature and web links which indicate that the products being offered meet the specifications as described by yourselves. If this is not obvious from the literature then this will affect your score.

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12 Price

12.1 Where two or more bids achieve an overall highest equal score on numbers 2 to 5 on the criteria for selection (as shown above in 11.4) then those bids will be ranked in strict order of lowest price first, next lowest price second etc. and the contract will be awarded accordingly.

12.2 Prices which are deemed to be unusually low [by the Council] will be

disregarded at the Council’s discretion and the average tendered price taken from Schedule B will be substituted.

12.3 For expediency only those products that are listed in Schedule B (pages 112 to 114) will be used to evaluate the price criteria for award. Tenderers must also attach pricing in Schedule G (page 123).

12.4 It is essential that all tenderers complete the relevant pricing schedules entering all prices for all items detailed. Failure to do so will exclude the company from being selected.

13 Scoring Panel

13.1 A scoring panel of representatives from Hampshire County Council, HC3S (Hampshire County Council Catering Services) and Southampton City Catering will objectively assess bids in accordance with the weighted matrix shown on 50 (clause 11.3). The decision of the contract evaluation panel will be final.

14 Panel Members

14.1 The contract evaluation panel members will be made up of representatives from Hampshire County Council user departments.

14.2 Advice will also be sought from individual participating Customers.

15 Summary Product Specification

15.1 A Summary of the Product Specification is shown in Schedule 3, pages 87 to 97. Other Requirements are detailed in the Framework Agreement Conditions of Contract.

16 Confidentiality of Tender Information and Documents

16.1 All information supplied by the Council in or in connection with this invitation to tender shall be regarded as confidential to the Council.

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16.2 The Tenderer shall be required to give an undertaking which shall become a condition of the Framework Agreement that the amount of the tender has not been calculated or arranged with any person other than the Council, that the amount of the tender has not been communicated to any person other than the Council and will not be communicated to any person until after the closing date for the submission of tenders.

16.3 This invitation to tender and its accompanying documents and publications are and shall remain the property of the Council.

16.4 The Council undertakes to use its best endeavours to hold confidential any information provided in the proposal submitted, subject to the Council’s obligations under law, including the Freedom of Information Act 1997. If the applicant considers any of the information submitted in the proposals should not be disclosed because of its sensitivity then this should be stated with reasons for considering it sensitive.

16.5 The Council is a Public Authority within the meaning of the Freedom of Information Act and all correspondence received will be dealt with in accordance with the Act.

17 Freedom of Information Act 2000 (FOIA)

17.1 Tenderers are advised that, with effect from 1 January 2005 Hampshire County Council has been subject to the general right of access to information held by public authorities, further to Section 1 of the FOIA. Where any person requests access to information of any specified description held by the Council, or by any contractor on its behalf, the Council will be obliged to disclose it, unless an exemption applies.

17.2 In the absence of special circumstances, this invitation to tender, Framework Agreement Conditions of Contract, Specification and any other part of the invitation to tender documentation, will be regarded as not subject to any exemptions, and therefore, capable of being disclosed under the FOIA.

17.3 In respect of any completed tender, where the Council is required to consider whether any information contained therein should be disclosed further to the FOIA, it will be necessary to consider whether any exemption applies. Where the tenderer considers that any of the information contained in its tender is subject to any exemption, this shall be stated in the submitted tender.

17.4 The attention of tenderers is drawn to S43 FOIA which provides that information is exempted information if it constitutes a trade secret, or if its disclosure would, or would likely to, prejudice the commercial interests of any person (including the Council). Tenderers are further advised that, if this exemption applies, it will then be necessary for the

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Council to determine whether the public interest in maintaining the exemption outweighs the public interest in disclosing the information.

18 Equalities

18.1 The Council is committed to securing genuine equality of opportunity, whether required by law or not, in all aspects of its activities both as employer and as a service provider. Furthermore, the Council recognises that passive policies will not reverse discrimination and disadvantage and so it will actively seek to redress unfair discrimination against disadvantaged people to ensure equality of opportunity.

18.2 As well as accepting its responsibility under the Equality Act 2010, together with all related legislation, the Council is committed to the broad principles of social justice. The Council confirms that equality extends to all the services it provides as well as its employment policies and practices.

18.3 All sections of the population will have equal access to jobs and services offered by the Council, and no person will receive less favourable treatment than the others because of gender, disability, age, race, ethnicity, nationality or country of origin, religion, marital status, sexual orientation, gender reassignment status, responsibility for dependants or trade union activity.

18.2 The Council aspires to work with companies and individuals which share its aims, and tenderers should seek to reflect these aims in their own policies and procedures.

19 Sustainable development

19.1 The Council is committed to working towards achieving sustainable development by meeting the needs of the present without compromising the interests of future generations.

19.2 Sustainable development is a concept that requires engagement with and integration of people’s social, economic and environmental well being, and recognises that these cannot be tackled in isolation.

19.3 The strategy seeks to ensure that the Council undertakes its own activities in a sustainable way, thereby setting a good example to the rest of the community as a service provider, consumer and major employer.

19.4 The successful tenderer should take into consideration these policies when establishing its working practices

.

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20 General Information

20.1 The Framework Agreement covers those requirements for Fruit & Vegetables and Milk & Morning Goods for the Council and Customers. It is essential that tenderers are totally familiar with the contents of all of the attached documents before compiling their tender. No later claim for any alleged lack of knowledge of the conditions, specifications and documents herewith will be considered.

20.2 Information supplied to tenderers is for the general guidance of tenderers only. Tenderers must satisfy themselves by their own investigations with regard to the accuracy of all such information and no responsibility is accepted by the Council for any loss or damage of whatever kind and howsoever caused arising from the use of such information.

20.3 Tenderers must obtain for themselves at their own expense all information necessary for the preparation of their tender.

20.4 Tenderers shall be deemed to have satisfied themselves before submitting their tender as to the correctness and sufficiency of the rates and prices stated in their tender which shall (except in so far as it is otherwise provided in the Framework Agreement) cover all their obligations under the Framework Agreement and shall be deemed to have obtained for themselves all necessary information as to risks, contingencies and all other circumstances influencing or affecting the tender.

20.5 Persons proposing to submit a tender are advised to read the documentation and its schedules and appendices carefully to ensure that they are fully familiar with the nature and extent of the obligations to be accepted by them if their tender is successful. You may wish to seek independent legal advice.

21 Legal and Managerial Review

21.1 The tenderer should be aware that its response to this invitation together with the documents attached hereto including the Framework Agreement Conditions of Contract will form the Framework Agreement which is entered into between the Council and the successful tenderer. Accordingly, before responding to this invitation to tender, the tenderer should satisfy itself by legal and managerial review at the appropriate level that the form and content of the documents including the Framework Agreement Conditions of Contract, the Specification and the Tender are suitable for incorporation into a legally binding agreement.

22 Hazard Factors

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22.1 In line with the requirements of the Management of Health and Safety at Work Regulations (1999) the Council will expect Contractors to conduct their own appropriate Risk Assessment when delivering Products or providing services to the Council’s or affiliates premises. As part of the Council’s responsibilities an example of Hazard Factors is enclosed at the end of this section. This categorises the main risk factors and successful tenderer’s should take these, and any other appropriate risks into consideration when establishing their own health and safety regime for the provision of Products and services to HCC or affiliate establishments.

23 Clarification

23.1 Tenderers should direct any enquiries regarding their tender via the In-Tend email system. Information which is deemed to be of relevance to other Tenderers will be transmitted via the In-Tend email system for the attention of all Tenderers.

23.2 All information provided to the Tenderer by the Council will at all times be given in good faith and the Council will use reasonable endeavours to ensure that the information given is accurate and complete. The Council shall however, not be liable for any misstatement or misrepresentation made to the tenderer by the Council except where such misstatement or misrepresentation is made otherwise than in good faith.

23.3 In respect of information given within this tender document the Council believes it has provided all the known detail. Tenderers should indicate to the Council where they deem the information given to be insufficient for the construction of their Tender. The Council will assume that the Tenderer has sufficient information for this purpose unless notified otherwise in the manner described.

24 Marketing Support

24.1 It is the Council’s objective to maximise the sales of Fruit & Vegetables and Milk & Morning Goods across the County. Therefore, the Council is seeking assistance from the Contractor with marketing and promotion.

24.2 Tenderers will be encouraged to take an advertisement for their products and services in the Hampshire County Supplies catalogue which is published annually. The current cost for advertisements is, full page £1499.00, half page £910.00, quarter page £584.00. The size and content of the advertisement will be agreed with the Hampshire County Council Food Buying Team.

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24.3 From time to time other marketing support might be requested and the Contractor is required to confirm their willingness to take advantage of such opportunities (for example exhibitions, open days, special functions).

25 Tender Submissions

25.1 Tender submissions must be uploaded using the intend e-tendering system (www.in-tendhost.co.uk) no later than 1400 on Thursday 25 September 2014

Further Information

Contract Queries Technical QueriesAngela Kearns Evelyn CookCounty Supplies HC3SBar End Road 27/29 Market StreetWINCHESTER EASTLEIGHHampshire HampshireSO23 9NR SO50 5RG

Telephone: 01962 826920 Telephone: 02380 627730

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http://www.in-tendhost.co.uk/

EXAMPLE OF HAZARD FACTORS

Category Hazard Factor/CommentGeneral Fires Fire doors left closed, no smoking,

awareness of the fire drill procedure and the use of properly maintained and safe electrical equipment are all key issues in the prevention of fires.

LoneWorking

Assignments may be required during both normal working hours and outside of normal working hours, in both remote locations or in busy urban environments.

OtherContractors

It is possible that other contractors will be present on sites during the framework agreement period.

Manual Handling

It will be necessary to lift or carry all equipment into the building. Contractors shall ensure sufficient number of their employees are provided. Please note no assistance will be given to the contractors employees in undertaking their duties.

Fabric ofBuilding

This can vary from site to site. There may be a potential hazard of Asbestos during building works.

External Factors

Vehicles Care must be taken when driving on Council premises. Awareness of people is essential, especially when reversing a vehicle on sites. Access may be restricted or obscured. It is very likely that many other vehicles will be either parked or being driven on sites.

LocalEnvironment

At certain times of year debris i.e., mud, leaves etc. and rain water will be trodden into the buildings creating additional slippage problems.

People The Contractor will come into contact with a wide variety of people including members of the public and County Council staff.Some premises will be occupied by a wide range of age groups having a variety of capabilities and disabilities.

Security The Contractor will be expected to sign in at all Council premises visited during the Contract. Identification badges provided by the Contractor are to be worn at all times.

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SCHEDULE 3

SUMMARY OF PRODUCT SPECIFICATION (FRUIT & VEGETABLES)

1 European Standards

1.1 Where European Union Standards (published by the Food Standards Agency) exist for fruit and vegetables, the lowest standards, in respect of quality and size, acceptable to the Authority shall be those applicable to Class 1 produce for fruits, salads and vegetables.

1.2 Where subsequent EU Standards are introduced for the Fruit and Salads detailed in this specification, then the lowest standards acceptable to the Authority shall be those applicable to Class 1 produce for fruits, salads and vegetables.

1.3 Where no European Standards exist for fruit and vegetables, the lowest standard in respect of quality and size acceptable to the Authority shall be as detailed below:a) Wholeb) Fresh in appearancec) Cleand) Free from:

all but minor pest damage foreign smell and taste abnormal external moisture

e) Suitably protected with no printed matter coming into contact with the produce

2 Potatoes Ware

2.1 Ware potatoes shall be supplied in accordance with the Recommended and Minimum Standards for Potatoes sold for Human Consumption or equivalent.

2.2 When prepared, all products shall have an attractive appearance with the colour, texture and flavour characteristic of the variety and style of product.

2.3 Potatoes shall be new or ware according to season, of good keeping and eating

quality. They shall be suitable for all culinary purposes and shall not blacken or discolour when cooked.

2.4 Prepared potatoes should be graded, peeled and washed and should not be discoloured or bruised. Once packed the product must be stored in chilled conditions. There should be no off-odours or off-flavours.

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2.5 Par cooked potatoes should be graded, peeled and washed and should not be discoloured or bruised. They may be cooked, cooled and drained to remove excess moisture and packed in a protective atmosphere. Once packed the product must be stored in chilled conditions. There should be no off-odours or off-flavours.

2.6 Par cooked chipped potatoes should be graded and should not be discoloured or bruised. They may be peeled, chipped to uniform size before washing, blanching, drying and frying in hardened vegetable fat. They should be blast chilled and packed in a modified atmosphere. Once packed the product must be stored in chilled conditions. There should be no off-odours or off-flavours.

2.7 All materials and articles used in the production and packaging of the product shall conform to the relevant Food Regulations covering food contact materials.

2.8 All products shall be supplied in outer packaging of a standard that will ensure that the contents are protected sufficiently to withstand multiple handling and maintain the storage life when handled in accordance with the manufacturer’s instructions.

2.9 The products shall be labelled with normal commercial markings and in accordance with the Food Labelling Regulations 1996 (including a use by date).

General note:- It is worth noting that although The Food Labelling Regulations 1996 are still in force they are soon to be superseded by impending food information to consumer regulations – UK implementing regulations are not published as yet however the EU regulations are now in force 1169/2011 – there are several different transitional periods for these regulations. It is expected that successful Contractors will keep themselves abreast of and adhere to prevailing EU and subsequently ratified UK regulations.

2.10 Any sub standard potatoes shall be replaced by the supplier free of all charges.

2.11 Any claim will be notified to the Supplier by telephone within two days of delivery.

3 Quality and Size – Seasonal Vegetables

The following minimum specifications are set out for fruit and vegetables sold under this contract:

a) Apples

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Quality - Fruit must be fully developed, clean and sound. Shape to be spherical

not excessively elongated. Fruit should be firm and not yield to pressure. Skin should be free from scarring, soil and damage. Flavour should be characteristically aromatic with no stale odour.

Colour - Braeburn – Skin should be pale green to pale yellow background with

characteristic blush. Cox’s Pippin – Skin should be pale to mid green background

with characteristic blush and russetting.

Royal Gala – Skin should be pale green to pale yellow with characteristic blush.

In the case of all the above, dark yellow tinged fruit should be avoided.

Red Delicious – Skin should be mid red to deep red. Skin more green

than red should be avoided.Golden Delicious – Skin should be pale green to yellow/green

with a blush. Full green or deep yellow fruit should

be avoided.

Granny Smith – Skin should be pale to lime green in colour. Yellow

tinged fruit should be avoided.

b) Bananas

Quality - Fruit must be fully developed and sound. Shape must be typical.Colour stage 3-5. Green or deep yellow fruit should be avoided.

Size - 1kg must be approximately 9 small bananas.

c) Beetroot

Quality - Roots must be firm and free from cuts or splits. Tops must be removed

in a way which will avoid bleeding.

Size - Packs should be reasonably uniform in size and no root shall be less

than 5.8cm (2”) in diameter.

d) Cabbage (other than round-headed, but including Spring Green and Brussel

Sprout Tops)

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Quality - Produce must be green, crisp and show no signs of flower development, be trimmed and have a short stalk and bunched

leaves.

Size - The package must contain not more than 5% by weight of loose and

discoloured leaves.

e) Carrots

Quality - Roots must be fully developed and sound. They should be firm and

not yield to pressure. Shape to be ovoid and straight. They should be

free from scarring, soil and damage.Roots should be mid to dark orange. Yellow or green tinged

roots should be avoided.The stalk should be cleanly cut, dry and sound.Flavour should be characteristically clean in smell with no stale odours.

It is accepted that there is a period of between 2 and 4 weeks from mid-April when baton and grated carrots will not be of the best quality. During this time sliced carrots should be substituted.

f) Cauliflower

Quality - Heads must be fully developed, clean and sound. They must be firm

and not yield to pressure. Shape must be ovoid.Leaves should be mid to dark green. Pale green and yellow

tinged leaves should be avoided. Curd should be white to ivory. Curd

should be free from internal discolouration and breakdown. They

should be firm but not hard.Heads should be free from scarring, soil and damage. Stalk

should be cleanly cut, dry and sound.

g) Cress

Quality - No yellowing or wilt to be apparent. It must be crisp, fresh and bright.

h) Cress - Water

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Quality - Leaves must be large and stem short. It must be crisp, fresh and bright.

All watercress shall be obtained from accredited growers who can give assurance that the watercress is grown in beds with proper surrounds, which are supplied with water of a potable quality and protected in every way.

i) Cucumber

Quality - Fruit must be fully developed, clean and sound. Fruit should be firm

and not yield to pressure; a slight ‘give’ is acceptable. Shape to be

elongated and straight.Skin should be mid to dark green Pale green and yellow tinged

fruit should be avoided. Skin should be free from scarring, soil and damage.Flesh should be a white to ivory colour. Crisp, juicy and firm.

Flesh should be free from internal discolouration and breakdown.Flavour should be characteristically clean in smell with no stale odours. If the stalk is absent, the plug should be dry and sound.

j) Iceberg

Quality - Heads must be fully developed, clean and sound. They must be firm

and not yield to pressure; a slight ‘give’ however is acceptable. Shape

must be spherical and not excessively elongated.Skin should be pale green to lime green. Pale yellow/green or

dark green heads should be avoided. They should be free from

scarring and soil damage.Stalk must be no longer than 1cm.

k) Parsnips and Swedes

Quality - Roots should be firm, free from rot, canker and mechanical damage.

Tops should be removed.

Size - Swedes - Diameter at widest point must not be less than 8.75cm

(3.5”)

l) Radishes

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Quality - Firm and crisp with no splits. Bulb must not be pulpy.

m) Spring Onions

Quality - Crisp and fresh with green tops. Bulbs must be firm and white in colour.

n) Tomatoes

Quality - Fruit must be fully developed, firm, clean and sound.Shape must be spherical. If stalk is absent, plug should be dry

and soundColour must be mid to full red.

Size - 1kg is approximately 11 tomatoes. Minimum count 57 to a box.

4 Par-Fried Chipped Potatoes

4.1 Approved contractors will be required to provide Par-fried Chipped Potatoes. The preferred size is 14mm x 14mm. Contractors must include a full technical specification of what they are offering. Products that are not nut free will not be considered. Ingredients should be limited to potatoes, vegetable oil and a stabiliser.

5 Prepared Vegetables and Potatoes

5.1 Prepared Vegetables and Potatoes as listed in the price schedule must be available at all times.

6 Pricing

6.1 All produce shall be priced according to weight with the exception of produce which is priced individually e.g., the following:

a) Lettuce b) Cucumber c) Cauliflowerd) Mustard and Cress e) Watercressf) Spring Onions g) Celeryh) Citrus Fruitsi) Apples

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j) Melonsk) Peppers

7 Seasonality

7.1 Contractors should bear in mind that it is the aim of the Council to promote the use of fresh in season produce from the supplier and Contractors must state how they would implement such a process.

8 Samples

8.1 As part of the decision making process, certain samples may be requested, which are to be sent, free of charge, to the designated testing site. It may also be necessary for a presentation to be made by prospective suppliers to the Evaluation Panel.

SUMMARY OF PRODUCT SPECIFICATION (MILK & MORNING GOODS)

9 Milk

Pasteurised milk supplied shall be fresh, pasteurised, whole milk with a fat content of not less than 3.5% and shall comply with all governmental and EC regulations currently in force or which may come into force during the currency of this contract, which are applicable to its manufacture and sale, and any official code of practice recommended and applicable to such products. In particular it shall be of the nature and substance to allow the Council to claim subsidies under UK regulations The Milk and Milk Products (Pupils in Educational Establishments) (England) Regulations 2008, and shall be capable of the description of whole milk as set out in the Food and Drug Regulations.

Semi Skimmed milk supplied shall be fresh, semi skimmed with a fat content of between 1.5% and 1.8% and shall comply with all governmental and EC regulations currently in force or which may come into force during the currency of the contract, which are applicable to its manufacture and sale, and any official code of practice recommended and applicable to such products.

All milk supplied must conform to quality standards as laid down in the Food and Drugs Regulations. Tenderers are requested to provide confirmation of their products conformance to this regulation with their completed tender document.

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Technical standards for Subsidised Products

Products must comply with the requirements of Regulation (EC) No: 852/2004 and Regulation (EC) No: 853/2004, in particular with the requirements concerning preparation in an approved establishment and the identification marking requirements, to be eligible for subsidy.

9.1 Specification for Milk

Composition: The Drinking Milk (England) Regulation 2008

Fat Content:Whole Milk - Not less than 3.5%Semi Skimmed - Not less than 1.5%, not greater than 1.8%Skimmed - Not greater than 0.5%

Freezing point depression – Not less than 0.530oCProtein – Not less than 2.9%Fat free dry matter – Not less than 8.5%Antibiotics - Not present - no specific regulations but covered by Food Safety Act 1990

The temperature during transport should not exceed 8oC

9.2 Products supplied must be fresh (not previously frozen) and be suitable for storing in appropriate conditions for a minimum of three days following the day of delivery.

9.3 Contractors are to supply free of charge pergal units required by the County Council and its Customers.

10. EU School Milk Subsidy Scheme (The Products covered by the scheme)

Products from cows, goats and sheep that can be subsidised under the scheme are:

(a) Whole or semi-skimmed heat treated milk;

(b) Whole or semi-skimmed heat treated milk flavoured with chocolate or otherwise, containing at least 90% by weight of the milk indicated in (a) and containing maximum 7% of added sugar and/or honey.

(c) Whole or semi-skimmed plain yoghurt.

Lactose-reduced milk is eligible.

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Products may contain a maximum of 5 mg of added fluorine per kg (if added as sodium fluoride this equates to 11 mg of sodium fluoride per kg).

To be eligible, products must be produced within the EU.

This information is included because of the requirement of school milk administration schemes

11. Packaging

Milk should be packaged as follows:-

189ml/200ml Carton/Polybottle, complete with a drinking straw and so constructed so that the Carton or Polybottle may be pierced with the straw. This information is included because of the requirement of school milk administration schemes. Any marketing or promotional material printed on the carton must be suitable for very young children.

One Pint Carton/Polybottle

One/Two Litre Polybottle

Three Gallon Pergal

12. School Food Plan

189ml/200ml Polybottles or Cartons of Drinking Milk, commonly known as “thirds” are ordered by and paid for directly by parents of school children whose schools participate in a Milk Scheme. Deliveries of thirds in Hampshire, Portsmouth and Southampton are organised outside of this contract by a Milk Scheme Administration Company, currently Cool Milk. It is expected that where a school is participating in a Milk Scheme, all Contractors appointed to this contract shall cooperate with schools’ preferred Milk Scheme Administration Company.

Under the new School Food Plan for Reception and Years 1 & 2 schoolchildren from 1 January 2015 schools across England are legally required to ensure milk is offered during the school day to all pupils. Drinking Milk will become a mandatory daily requirement.

Volumes for the Milk Scheme are outlined below per lot. However, please be aware these are based on an average from actual figures from September 2013 – July 2014 and future milk volumes are dependant on continued government support and could increase or

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decrease across the contract. Volumes listed on page 68: £151,526 is based on known quantities for Kitchen Milk only. Contractors must be willing to adapt to changes.

Chiller units for thirds will normally be supplied by the school milk scheme administration companies.

School Milk Administration Volumes September 2013 – July 2014 (shown in third pints, units per annum).

Lot 1= 155,788 pa an average of 3,995 per weekLot 2= 122,303 pa an average of 3,136 per weekLot 3= 9,367 pa an average of 241 per weekLot 4= 358,412 pa an average of 9,190 per weekLot 5= 36,828 pa an average of 945 per weekLot 6= 2,908 pa an average of 75 per weekLot 7= 43,011 pa an average of 1,103 per weekLot 8= 330,727 pa an average of 8,481 per week

Figures based on 39 school weeks per year

(See Schedules H page 124 and I page 125 for the Lots (areas))

MORNING GOODS

13. Specification.

(a) Bread and rolls shall be baked not more than twelve hours prior to delivery to any establishment.

(b) All cakes and confectionery etc, shall be newly baked.(c) All products shall be in a wholesome state and shall comply with

all government and EC regulations in force at time of delivery or as amended.

14. Food Safety.

The contractor shall comply the Bread & Flour Regulations 1998, the Food Additives, flavourings, enzymes and extraction solvents (England) Regulations 2013 and the Food Labelling Regulations 1996.

General note:- It is worth noting that although The Food Labelling Regulations 1996 are still in force they are soon to be superseded by impending food information to consumer regulations – UK implementing regulations are not published as yet however the EU regulations are now in force 1169/2011 – there are several different transitional periods for these regulations. It is expected that successful Contractors will

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keep themselves abreast of and adhere to prevailing EU and subsequently ratified UK regulations.

15. Samples (Milk & Morning Goods)

15.1 As part of the decision making process, certain samples may be requested, which are to be sent, free of charge, to the designated testing site. It may also be necessary for a presentation to be made by prospective suppliers to the Scoring Panel.

SCHEDULE 3 – SUMMARY OF REQUIREMENTS

Whole MilkPint PolybottleLitre PolybottleTwo Litre Polybottle3 Gallon Pergal

Semi-Skimmed Milk189ml Carton or200ml PolybottlePint PolybottleLitre PolybottleTwo Litre Polybottle3 Gallon Pergal

Skimmed MilkPint PolybottleLitre PolybottleTwo Litre Polybottle

Morning GoodsWhite Medium 800gWholemeal Medium 800gWhite Thick 800gWholemeal Thick 800g

CreamPasteurised Double 2.27 litresPasteurised Whipping 2.27 litresClotted 907g

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FORM OF TENDERHS/2144

Tender For The Supply and Distribution of Fruit and Vegetables and Milk and Morning Goods to Hampshire County Council.

I/we the undersigned do hereby contract and agree on the acceptance of this tender or any part thereof to supply the Council with such Products or carry out such services at the prices indicated on the attached Schedule as the Council may order in strict accordance with the Framework Agreement Conditions of Contract attached hereto:

I (or we) (further) undertake, and it shall be a condition of any Contract, that the amount of my (or our) tender has not been calculated by agreement or arrangement with any person other than the Council and that the amount of my (or our) tender has not been communicated to any person other than the Council and will not be communicated to any other person until the closing date for the submission of tenders.

Signed: …………………….. in the capacity of: ……………………….……...………

Duly authorised to sign tenders for and on behalf of (BLOCK CAPITALS): ….…….

…………………………………………………………………………………………

Telephone No: ……………………… Postal Address: ………………………………

Fax No: ………………………….….. …………..……………………………………

Date: .…………………… …………………………………………………………....

Unless and until a formal Agreement is prepared and executed this tender with the Council’s written acceptance under the hand and duly authorised Officer shall constitute a binding contract between the Tenderer and the Council.

Bar End Road, Winchester, Hampshire, SO23 9NRTel: (01962) 826900 Fax: (01962) 877946

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SCHEDULE A

The Supply and Distribution of Fruit & Vegetables and Milk & Morning Goods to Hampshire County Council & Other Customers

HCC Corporate Standard Invitation to Tender – the Supply & Distribution of Fruit & Vegetables and Milk & Morning Goods

The purpose of this questionnaire is to assist Hampshire County Council ("the Council") in deciding which suppliers to award the contract to:

Invitation to Tender (ITT) Completion

This ITT must be completed by, and should only contain information about, the organisation/party named in Question 1 which, if successful, would be the organisation/party which will contract with the Council.

In order to simplify this process, unless expressly asked for, you do not need to provide supporting documents when submitting this ITT (e.g. accounts, certificates, statements or policies). However, the Council may ask to see these documents at a later stage, so please ensure they can be made available upon request. Applicants may also be asked to clarify their answers or provide more details about certain issues.

All questions which have a “Pass/Fail” score will be evaluated first. If a “Fail” score is obtained on any of these questions, this will result in your ITT being rejected and:

i) questions which carry a ‘weighting’ will not be evaluated; and ii) you will not progress any further in this procurement process and you will be informed at the time of your exclusion.

Procurement Timetable

Set out below is the proposed procurement timetable. This is intended as a guide and, whilst the Council does not intend to depart from the timetable, it reserves the right to do so at any time.

Invitation to Tender: Monday 11 August 2014

Tender return deadline: Thursday 25 September 2014

Evaluation of Tenders: Monday 29 September to Tuesday 11 November

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Contract Award: Monday 1 December 2014

Supporting Guidance

Please refer to the supporting guidance for this ITT (Appendix D). It contains guidance on issues such as how to complete the document, explanatory information regarding each question and the scoring methodology.

Invitation to Tender (ITT) Submission Deadline

This ITT must be submitted no later than 25 September 2014 along with all required supporting documentation. ITTs submitted after this deadline will not be accepted.

Applicants will be informed via correspondence through the Council's e-tendering system (In-Tend) whether or not they have been successful at the ITT stage of this tender process.

Contact Us

For any queries about this ITT please submit your enquiry via the correspondence tool within In-Tend.

SCHEDULE A PASS/FAIL CRITERIA

1. Name of organisation/party.

(the organisation/party which the Council may potentially contract with)

2. Contact person's name for enquiries.

3. Contact person's e-mail address.

4. Applicant's/Organisation's address that should be used for the purpose of contract award.

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5. Telephone number.

6. Website address (if available).

7. Please indicate type of organisation:

Sole trader

Partnership

Limited Liability Partnership

Private limited company

Public limited company

Local authority

Voluntary / charitable / not for profit organisation

Other (please specify below)

8. If 'Other' has been selected from the above question, please provide details.

9. If your business is a registered company, charity or any other registered organisation (including limited, non-limited or Industrial and Provident Society), please state your registration number. This must be the registration number of the organisation/party that the Council may potentially contract with.

If your organisation is a charity, and has both a charity and company registration number, please provide both.

10. Please specify the name of the registering body.

11. Date of registration (if this applies).

12. Registered address (if different from address provided in Q4).

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13. Please confirm whether or not you have formed, or are forming a consortium for the purpose of tendering for this requirement.

Yes No

If you have answered 'No' to this question, please go to question 16 and proceed with the remainder of the questionnaire.

14. If you have answered 'Yes' to Question 13, please list the names of your consortium members and their registration numbers (if applicable). Please note the County Council reserves the right to obtain additional information on the consortium members.

15. If you have answered 'Yes' to Question 13, please confirm the structure of the Consortium (e.g. One Legal Entity, Lead Organisation on behalf of the consortium, External Non-Delivering Organisation).

16. Name of ultimate parent company (if this applies).

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17. Registration number and/or registered Charity number of parent organisation (if applies).

18. Please state if any director, partner, senior manager or associate of your organisation is a relative or has any type of private or business relationship with either a County Councillor, or an officer employed by the County Council.

Yes No

19. If you have answered 'Yes' to Question 18 above, please give details of the relationship.

20. Provision of Financial Information

Please indicate which of the following you would be able to provide if requested (you must be able to tick at least one). The more information you are able to provide by ticking the appropriate boxes below, the better the Council will be able to assess your financial standing.

A copy of your audited accounts for your last two financial years

If you qualify for the small business exemption, a copy of your statutory accounts for your last two financial years.

A statement of turnover, profit & loss account, balance sheet and a Director's/Managing Partners report (if available) for the most recent two years of trading

A statement of turnover, profit & loss account, balance sheet and a Director's/Managing Partners report (if available) for the most recent year of trading.

Management Accounts including a profit & loss account and balance sheet for all periods of trading available.

A statement of your cash flow forecast, projected profit & loss account and balance sheet for the current year and a bank letter outlining the current cash and credit position

Alternative means of demonstrating financial status if trading for less than

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one year (e.g. a copy of your business plan, cash flow forecast, details of your start up capital/loans or management accounts).

If your organisation qualifies as an SME and produces and submits abbreviated statutory accounts, we require copies of your detailed Profit & Loss Account for the last two years or, if you have been trading for less than two years, the period for which they are available. Please attach these to your completed PQQ submission. Failure to do so may result in the Council being unable to evaluate the financial standing of your organisation which may lead to your submission being excluded.

For more information on SME status please go to: http://www.companieshouse.gov.uk/infoAndGuide/faq/auditThresholds.shtml

21. If your organisation is not registered with Companies House as either a private/public limited company or a limited liability partnership please can you provide the following monetary values from your Balance Sheet for your last two financial years. These factors will be used to calculate your organisation's Tangible Net Worth. If you are unable to provide this information, please state your reasons below.

Total Assets Intangible Assets Total Liabilities

Please also see Notes for Guidance for more information.

22. If you believe that your organisation has a negative 'Tangible Net Worth' but you believe that there are specific factors which should be taken into account (e.g. inter-company loans, pension liabilities etc.), please provide further information and corresponding monetary values which may be taken into account as part of the evaluation.

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23. Please confirm your commitment to obtain either a Performance Bond or Parent Company Guarantee prior to contract award, if the Council deems this necessary.

Yes NoPlease see section 4.2.7 to 4.2.9 of the Notes for Guidance for more information.

24. Please confirm whether or not you have the appropriate levels of insurance cover as set out below.

Employer's Liability £5 million Public Liability £5 millionProduct Liability £5 millionMotor Vehicle - Unlimited for death and £5 for smaller vans £10 million for HGV Vehicles for injury or damage to property

Yes No

25. If you have answered 'No' to question 24, please confirm you are able to obtain the required levels of insurance. Written evidence of this from your insurance company must be provided as part of your submission.

Yes

No

N/A

NOTE: If, as part of your submitted ITT submission, you do not provide written evidence from your insurance company which confirms your ability to obtain the required insurance levels stated - this will result in a Fail.

26. Business activities

Please describe your relevant experience (within the last 3 years for service and/or supply contracts, or 5 years for works contracts) in delivering similar requirements.

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27. Business practices - Sustainability

The Council has an ethos to reduce its carbon footprint, proactively manage and reduce its impact on the environment and its use of natural resources and to develop its Corporate Social Responsibility. Is this an approach you agree with and are willing to support?

Yes No

28. Business practices - Equalities

Is it your policy as an employer to comply with equalities and anti-discrimination legislation, and to treat all people fairly and equally so that no one group of people is treated less favourably than others?

Yes No

29. In the last three years has any finding of unlawful discrimination been made against your organisation by any court or industrial or employment tribunal or equivalent body?

Yes No

30. In the last three years has your organisation been the subject of a formal investigation by the Equality and Human Rights Commission or an equivalent body on the grounds of alleged unlawful discrimination?

Yes No

31. If your answer to either questions 29 or 30 is “Yes”, what corrective actions, if any, did your organisation take as a result of that finding or investigation?

32. Professional & Business Standing

Has your organisation or any director or partner or any other person who has powers of representation, decision or control been convicted of any of the following offences?

(a) conspiracy within the meaning of section 1 or 1A of the Criminal Law Act 1977 or article 9 or 9A of the Criminal Attempts and Conspiracy (Northern Ireland) Order 1983 where that conspiracy relates to participation in a criminal

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organisation as defined in Article 2 of Council Framework Decision 2008/841/JHA;

(b) corruption within the meaning of section 1(2) of the Public Bodies Corrupt Practices Act 1889 or section 1 of the Prevention of Corruption Act 1906, where the offence relates to active corruption;

(c) the offence of bribery, where the offence relates to active corruption;

(ca) bribery within the meaning of section 1 or 6 of the Bribery Act 2010;

(d) fraud, where the offence relates to fraud affecting the European Communities’ financial interests as defined by Article 1 of the Convention on the protection of the financial interests of the European Communities, within the meaning of—

(i) the offence of cheating the Revenue; (ii) the offence of conspiracy to defraud; (iii) fraud or theft within the meaning of the Theft Act 1968, the Theft Act (Northern Ireland) 1969, the Theft Act 1978 or the Theft (Northern Ireland) Order 1978; (iv) fraudulent trading within the meaning of section 458 of the Companies Act 1985, article 451 of the Companies (Northern Ireland) Order 1986 or section 993 of the Companies Act 2006; (v) fraudulent evasion within the meaning of section 170 of the Customs and Excise Management Act 1979 or section 72 of the Value Added Tax Act 1994; (vi) an offence in connection with taxation in the European Union within the meaning of section 71 of the Criminal Justice Act 1993; (vii) destroying, defacing or concealing of documents or procuring the execution of a valuable security within the meaning of section 20 of the Theft Act 1968 or section 19 of the Theft Act (Northern Ireland) 1969; (viii) fraud within the meaning of section 2, 3 or 4 of the Fraud Act 2006; or (ix) making, adapting, supplying or offering to supply articles for use in frauds within the meaning of section 7 of the Fraud Act 2006;

(e) money laundering within the meaning of section 340(11) of the Proceeds of Crime Act 2002;

(ea) an offence in connection with the proceeds of criminal conduct within the meaning of section 93A, 93B or 93C of the Criminal Justice Act 1988 or article 45, 46 or 47 of the Proceeds of Crime (Northern Ireland) Order 1996;

(eb) an offence in connection with the proceeds of drug trafficking within the meaning of section 49, 50 or 51 of the Drug Trafficking Act 1994; or

(f) any other offence within the meaning of Article 45(1) of the Public Sector Directive as defined by the national law of any relevant State.

Yes No

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Is any of the following true of your organisation?

(a) being an individual - is bankrupt or has had a debt relief order or a receiving order or administration order or bankruptcy restrictions order or a debt relief restrictions order made against him or has made any composition or arrangement with or for the benefit of his creditors or has not made any conveyance or assignment for the benefit of his creditors or appears unable to pay or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland has granted a trust deed for creditors or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of his estate, or is the subject of any similar procedure under the law of any other state;

(b) being a partnership constituted under Scots law - has granted a trust deed or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of its estate; or

(c) being a company or any other entity within the meaning of section 255 of the Enterprise Act 2002 - has passed a resolution or is the subject of an order by the court for the company’s winding up otherwise than for the purpose of bona fide reconstruction or amalgamation, or had a receiver, manager or administrator on behalf of a creditor appointed in respect of the company’s business or any part thereof or is the subject of similar procedures under the law of any other state?

Has your organisation or any director, partner, senior manager or associate of your organisation:

Yes No

(a) been convicted of a criminal offence relating to the conduct of your business or profession;

(b) committed an act of grave misconduct in the course of your business or profession;

(c) failed to fulfil obligations relating to the payment of social security contributions under the law of any part of the United Kingdom or of the relevant State in which you are established;

(d) failed to fulfil obligations relating to the payment of taxes under the law of any part of the United Kingdom or of the relevant State in which you are established; or

e) been guilty of serious misrepresentation in providing any information

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required of you under Regulations 24, 25, 26 or 27 of the Public Contracts Regulations 2006 or has not provided such information in response to a request by the Customer.

34. If you have answered 'Yes' to Question 33, please provide the following information i) The date of occurrence; ii) What has occurred or is occurring (including details of any legal action, fines or convictions and any further guidance (e.g. subsequent advice from the investigating body)); iii) actions which your organisation has taken to mitigate against the risk of re-occurrence.

The Council will consider the information provided in order to assess whether the organisation which has submitted the ITT response, should be excluded.


Is any of the following true of your organisation?

(a) being an individual - is bankrupt or has had a debt relief order or a receiving order or administration order or bankruptcy restrictions order or a debt relief restrictions order made against him or has made any composition or arrangement with or for the benefit of his creditors or has not made any conveyance or assignment for the benefit of his creditors or appears unable to pay or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland has granted a trust deed for creditors or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of his estate, or is the subject of any similar procedure under the law of any other state;

(b) being a partnership constituted under Scots law - has granted a trust deed or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of its estate; or

(c) being a company or any other entity within the meaning of section 255 of the Enterprise Act 2002 - has passed a resolution or is the subject of an order by the court for the company’s winding up otherwise than for the

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purpose of bona fide reconstruction or amalgamation, or had a receiver, manager or administrator on behalf of a creditor appointed in respect of the company’s business or any part thereof or is the subject of similar procedures under the law of any other state?

Has your organisation or any director, partner, senior manager or associate of your organisation:

(a) been convicted of a criminal offence relating to the conduct of your business or profession;

(b) committed an act of grave misconduct in the course of your business or profession;

(c) failed to fulfil obligations relating to the payment of social security contributions under the law of any part of the United Kingdom or of the relevant State in which you are established;

(d) failed to fulfil obligations relating to the payment of taxes under the law of any part of the United Kingdom or of the relevant State in which you are established; or

e) been guilty of serious misrepresentation in providing any information required of you under Regulations 24, 25, 26 or 27 of the Public Contracts Regulations 2006 or has not provided such information in response to a request by the Customer.

Yes No

36. If you have answered 'Yes' to Question 35, please provide the following information:

i) The date of occurrence; ii) What has occurred or is occurring (including details of any legal action, fines or convictions and any further guidance (e.g. subsequent advice from the investigating body)); iii) actions which your organisation has taken to mitigate against the risk of re-occurrence.

The Council will consider the information provided in order to assess whether the organisation which has submitted the ITT response, should be excluded.

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Name (Please Print)………………………….….Position …………………………………………..For and on behalf of……………………………Date …………………………………………

SCHEDULE B PART 1 – PRICING SCHEDULE (PRICE) – FRUIT AND VEGETABLES

Please note that this is a typical shopping list which will be scored and is being used as an example for price comparison purposes.

Description Quantity Pack size Price Each £

Total Price £

Prepared Potatoes Steam Peeled

5

10

10kgor

5kgPar-fried Chipped Potatoes 4 2x5kgCarrots Peeled 4 2.5kgCarrots Baton 6 2.5kgCabbage Shredded

4 2.5kg

Iceberg Lettuces 12 Each

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Sweet Potatoes 2 1kgCourgettes 2 1kgPeppers Red / Green 4 EachLeeks 2 KgTomatoes 3 KgCucumbers 8 EachMustard & Cress 6 PunnetsHoneydew / Water Melon 4 EachOranges 2 10Apples Red 2 10Apples Green 2 10Black / Green Grapes 4 KgColeslaw Mix 1 KgLemons 2 EachSpring Onions 4 BunchOnions White & Red

2 Kg

Celery 2 HeadBananas 20 NumberKiwi Fruit 8 EachMushrooms 2 KgJacket Potatoes 50’s 1 Box / EachJacket Potatoes 60’s 1 Box / EachGarlic 4 EachRaspberries (250g)

6 Punnets

Strawberries 4 PunnetsNew Potatoes / Jersey Royals 10 KgLollo Rosso Lettuce

2 Each

Oak Leaf Lettuce 2 EachConference Pears 10 EachBroccoli 1 x (12) BoxCauliflower 1 x (12) BoxWatercress 1 x (15) BoxCucumbers 1 x (12) BoxFine Beans 1 BoxCherry Tomatoes 1 x (9) BoxAvocado 5 Each

Grand Total

£

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SCHEDULE B PART 2 – PRICING SCHEDULE (PRICE) – MILK AND MORNING GOODS

Please note that this is a typical shopping list which will be scored and is being used as an example for price comparison purposes.

Description Quantity Pack size Price Each £

Total Price

Past milk skim poly 10 1 ptPast milk skim poly 6 1 ltrPast milk skim poly 7 2 ltrPast milk semi carton/polybottle

(price required, will not be

scored)

189ml/200ml

Past milk semi poly 30 1 ptPast milk semi poly 6 1 ltrPast milk semi poly 12 2 ltrPast milk semi per gal

9 3 gal

Past milk whole poly 3 1ptPast milk whole poly 3 1ltrPast milk whole poly 145 2ltrPast milk whole per gal

9 3gal

Past Double cream 1 2.27 ltrsPast Whipping cream 1 2.27 ltrsClotted Cream 3 907grmSoft white medium loaf

32 800grm

Soft white thick loaf 26 800grmSoft wholemeal medium

6 800grm

Soft wholemeal thick 18 800grmGrand Total

£

All prices quoted must be those in place week commencing 15 September 2014Successful tenderers will be required to submit at no cost to the Council a basket of Products in support of their tender reflecting those Products listed above at a date to be agreed.The required sample quantities will be notified at the appropriate time.

Name (Please Print)………………………….….Position ……………………………………………For and on behalf of…………………………..

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Date ……………………………………………..

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SCHEDULE C – QUALITY, SUSTAINABILITY AND TRACEABILITY (NON-PRICE)

Quality, Sustainability and Traceability (maximum score 200 points) Premises Inspection 100 Vehicle fleet 20 Reducing food miles 15 Sustainability measures /fresh produce 15 Asset traceability system 50

Tenderers are required to provide details of the types and efficiency of their delivery vehicles to be used to service this contract, examples of how they have tackled the question of reducing food miles, details of fleet (copies of V5 vehicle registration certificates must be included) and fuel used e.g., biofuel, fuel efficient engines and age of fleet and sourcing procedures, e.g., backhauling) and the options of recycling waste where appropriate. Tenderers must ensure that all drivers are equipped with a permanent means of voice communication during delivery runs. Please also confirm whether your delivery vehicles are fitted with tracking devices.

Contractors should bear in mind that it is the aim of the Councils to promote the use of fresh in season produce from the supplier and Contractors must state how they would implement such a process. A yearly statement will be required from successful contractors giving details of how sustainability improvements within the company have been achieved. You must provide details within your tender of what improvements have been achieved in the past twelve months and what evidence you have that such improvements have minimised the effect on the environment.

Tenderers are also required to provide evidence of a full traceability system in accordance with HACCP from original source to finished products listed in the Price Schedules. You must be able to show that you visit and audit your suppliers. Traceability of raw materials requires yearly testing and the results to be recorded. Tenderers must state how they will undertake testing and how their results will be used to improve performance. Please describe your quality assurance system and provide supporting documentation together with details of any accreditation your company has from recognised food audit schemes (e.g., BRC, SALSA, STS). Please describe what procedures you will have in place to ensure consistent quality of product delivered against this contract. Examples might include the way your company uses natural and manufactured resources and reducing pollution.

From time to time full product nutritional information may be required. If your company is short listed and has not previously been visited, it will be necessary for a food factory inspector (FFI) appointed by the Council to visit the site where the products are stored and/or prepared to ensure hygiene standards are met. This section of the contract will be scored as shown in Appendix C relating to Clause 11.4 shown in

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Schedule 2. If the FFI scores your premises less than 70% your tender will not be considered.

Please refer to the Objectives of the Summary of Product Specification in Schedule 3 (pages 59 to 66) for further details regarding the requirements of the framework.

Please mark your attachments Schedule C – Quality, Sustainability and Traceability and attach in the space below.

N.B. Failure to submit the above statements will be marked as a zero and will affect your score.

Name (Please Print)………………………….….Position ……………………………………………For and on behalf of…………………………..Date ………………………………………………

SCHEDULE D – ABILITY TO MEET THE SPECIFIED DELIVERY WINDOW (NON-PRICE)

Ability to meet the Specified Delivery Window (maximum score 200 points)

Meeting requirements 150 Complaints procedure report 50

Hampshire County Council, Portsmouth City Council, Southampton City Council and University of Southampton’s delivery requirements are detailed below:

Deliveries will be required to most Units at least twice weekly (Monday to Friday) to arrive between 09.00 and 13.30 at Primary Schools and 08.00 and 14.00 at Secondary Schools, or by prior arrangement. Deliveries to other establishments must be made no earlier than 07.00 (to comply with the law) unless by local agreement with the delivery Establishment concerned and preferably, before 10.00 but, certainly no later than 13.00. Some contractors will be able to agree earlier delivery windows with individual establishments, including Adult’s and Children's Services Units. Educational establishments only require delivery during term times i.e., approximately 38 weeks per year, although the Contractor should provide for the eventuality of occasional requirements during educational holidays.

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Tenderers should note that due to the type of establishment concerned in this tender there will be a number of establishments which will require small value orders and tenderers are required to take this into consideration when tendering.

All participating authorities will have a few exceptions to the requirements laid out above and between the time of the contract award and the commencement date of the contract the appointed contractor will be given a list of contacts with a view to establishing the exceptions.

In the case of Hampshire County Council the exceptions are as follows:

The Castle Restaurant, Winchester can only accept deliveries made after 07.15 (Local Resident’s Agreement) and before 08.30 for operational reasons. Occasional Saturday deliveries may be required.

Discovery Centres, Winchester and Basingstoke are seven-day operations but deliveries are to be made to The Castle Restaurant.

The Sir Harold Hillier Visitor Centre, Romsey requires deliveries to be made between 08.30 and 10.30 Monday to Saturday inclusive.

There are five Country Parks catered for by HC3S. They are:

Lepe, nr Calshot; Manor Farm, nr Botley; Queen Elizabeth, Horndean; Staunton, nr Havant; Titchfield Haven Nature Reserve, nr Hillhead.

The Country Parks are all seven-day operations and deliveries are required Monday to Saturday between 09.30 and 15.30 except at Staunton. At Staunton Country Park all deliveries must be made before 09.45 due to farm animals roaming freely after that time.

Calshot Activities Centre, Calshot, Southampton is a seven-day operation and deliveries are required Monday to Saturday between 07.30 and 16.30 to the Residential Centre and 10.30 and 16.30 to the Café/Bar.

Southampton City Council does have some notable exceptions to the requirements laid out above:

The Solent Suite Kitchen, Civic Centre, Southampton and all

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non-educational units require deliveries to be completed between 08.00 and 12.00 (Monday to Friday).

University of Southampton

Deliveries are required to be completed between 07.00 and 10.00.

The Councils and Customers disclaim all responsibility for the security of the Products delivered and left at Customer premises by the Contractor if Products are delivered and left without a prior local agreement with the delivery Establishment concerned.

Products may only be delivered and left either inside or outside when there are no staff in attendance provided that there is a previously agreed local agreement with the delivery Establishment concerned (unless otherwise stated).

Tenderers must submit a statement containing details of how they will meet each Authority’s requirements. Details of routings and logistics applied are required. Please describe what procedures you will have in place to ensure consistent adherence to the delivery windows.

The quarterly Complaints Procedure Report required under Clause 16 of the Framework Conditions of Contract must include for each period :-

The total number of deliveries made in full (completed orders)The number of those which were made outside the delivery window or delivery dayHow many of those which rejected/redelivered due to errorsHow many deliveries were rejected/redelivered due to damage/quality concernsThe number and value of credit notes issuedRemedial actions that have been introduced to reduce rejections/redeliveries/credit notes

Please describe how you would produce the report and include an example with your tender.

Please refer to Schedule 2 (Notes of guidance) on pages 66 to 68 for further details regarding the requirements of the framework.

Please mark your attachment Schedule D – Ability to meet the Specified Delivery Window and attach in the space below.


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Name (Please Print)………………………….….Position …………………………………………..For and on behalf of……………………………Date …………………………………………….

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SCHEDULE E – E-PROCUREMENT (NON-PRICE)

E-procurement (maximum score 150 points) Ability to accept virtual purchasing card 100 Level 2 VAT information 25 Level 3 VAT information 25

E-Procurement Policy: Hampshire County Council recognises the importance of electronic procurement (e-procurement) in delivering lower transaction costs for both us and our suppliers, and minimising paperwork, thereby providing efficiencies and environmental benefits. One of the elements of this policy is the use of purchasing cards where appropriate, to reduce transaction costs particularly for high volume, low value and ad-hoc purchases.

Current Processes for the Purchase of Fruit and Vegetables: Hampshire County Council currently uses a virtual purchasing card to purchase fruit & vegetables and milk & morning goods (this is a VISA card).

The card number of the virtual purchasing card is lodged with the supplier (a unique number for each supplier). The kitchens ring through the order to the supplier and quote their kitchen number which identifies their delivery address and that they are part of the scheme (a list of participating kitchens would be provided). The staff in the kitchen do not have any details of the purchasing card. When the supplier receives the telephone order they process it into their systems and make the delivery as normal.

Paper invoices are not produced, instead payment is requested against the virtual purchasing card. You will need to be able to accept credit / debit card payments and have a software solution (payment gateway) that enables you to send appropriate invoice information against the purchasing card to the bank. There are a number of options available and your acquiring bank should be able to help you with this. Hampshire County Council would prefer Level 3 VAT information to be returned to the bank. Level 1 information will not be acceptable for the virtual purchasing card as it does not contain sufficient detail or VAT information.

Benefits: The main benefit to Hampshire County Council is that the Council receives one electronic statement from the bank each month which can be uploaded into its Finance System (SAP) thereby significantly reducing the costs of processing invoices. The Council can also use the information provided for reporting purposes.

The benefits for Contractors is that they will usually be paid within 3 to 4 days of sending the claim to the bank. Contractors will not need to send invoices or chase for payment.

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Future Requirements: Any successful tenderer for Hampshire County Council will need to be able to take payment via a virtual purchasing card as outlined above with effect from the commencement date of the Contract, or provide an alternative solution which would enable Hampshire County Council to electronically receive and load invoicing information into our financial systems. Returning to paper invoices which would need to be manually entered into the Council’s finance systems would incur extra costs in processing for Hampshire County Council and will result in your tender being marked less favorably.

Tenderers are required to provide a maximum 1 page document confirming their ability to meet the requirements.

Please refer to the Summary of Product Specification on pages 59 to 66 for further details regarding the requirements of the framework.

Please mark your attachment Schedule E – E-Procurement and attach below.


Name (Please Print)………………………….….Position …………………………………………..For and on behalf of……………………………Date …………………………………………….

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SCHEDULE F – ACCOUNT MANAGEMENT & CUSTOMER SERVICE (NON-PRICE)

Account Management & Customer Service (maximum score 100 points)

Regular contact 25 Quarterly meeting agenda 25 KPI indicators 25 Marketing support 25

Successful Contractors will be required to appoint an authorised representative to attend contract review meetings with the Council. Please confirm that you will do this.

Please submit an example of what you would consider to be an appropriate quarterly contract review agenda.

Please confirm how the authorised representative will maintain regular communication with both the Food Buyer at Hampshire County Supplies and the Food Development Officer at HC3S.

Successful Contractors will also be required to appoint a named internal representative(s) to deal with day to day customer service, delivery issues and complaints. Please confirm that you will do this.

The successful contractor shall be required to provide accurate and up to date Key Performance Indicators within four weeks of the end of each three month period of the contract which will include total expenditure, value, product type, quantity and value per participating authority and, if necessary, details of orders placed by individual establishments (the Trading by Sector and Units Trading reports referred to in Clause 16 of the Framework Agreement conditions of Contract). Please explain how you would do this.

Please mark your attachment Schedule F – Account Management & Customer Service and attach below.



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SCHEDULE G – PRICED LIST OF ITEMS (for information only – not scored)

Contractors are requested to include a priced list of items other than Fruit &Vegetables and Milk & Morning Goods already specified that are regularly carried on their vehicles.

Please refer to the Summary of Product Specification on pages 87 to 97 for further details regarding the requirements of the framework.

Competitively priced organically produced alternatives to items listed in Schedule B (Price Schedule) may be included here.

Please indicate any discounts available on additionally available product lines ie: discount by product category and/or blanket discount.

Please mark your attachment Schedule G – Priced List of Items and attach below.


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SCHEDULE H – DELIVERY AREAS (LOTS)

Please denote (tick) which Lots (areas) you are tendering for:

Hampshire: Lot 1 (£294,162) Lot 2 (£251,632) Lot 3 includes Portsmouth units (£230,273) Lot 4 (£278,831) Lot 5 (£398,434) Lot 6 includes HC3S-catered Dorset schools (£285,414) Lot 7 includes HC3S-catered Wiltshire schools (£339,000 Lot 8 Southampton City Council includes HC3S catered

Southampton schools (£330,796) & University of Southampton (£215,816)

Lots

Geographical Areas Tick

Lot 1

Basingstoke, Fleet, Hook, Yateley

Lot 2

Alton, Petersfield, Farnborough, Aldershot

Lot 3

Portsmouth, Havant, Waterlooville, Horndean, Hayling Island

Lot 4

Fareham, Gosport

Lot 5

Winchester, Eastleigh, Hedge End

Lot 6

Totton, New Forest, Hythe, Fawley (includes HC3S catered Dorset Schools)

Lot 7

Romsey, Chandlers Ford, Andover, Stockbridge (includes HC3S catered Wiltshire Schools)

Lot 8

Southampton City Council & University of Southampton (includes HC3S catered schools)


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SCHEDULE I – OPERATIONAL LOTS (AREAS) OF THE FRAMEWORK AGREEMENT

AREA 1 = LOT 1AREA 2 = LOT 2AREA 3 = LOT 3AREA 4 = LOT 4AREA 5 = LOT 5AREA 6 = LOT 6AREA 7 = LOT 7AREA 8 = LOT 8 (SOUTHAMPTON)

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EXAMPLE OF THE SCORING MATRIX

PRICESchedule B

Price Maximum Score 350 points

NON-PRICESchedule C

Quality, Sustainability and Traceability

Maximum score 200 points (one statement will be attributed to all lots)

Schedule DAbility to meet Specified Delivery Windows

Maximum score 200 points (one statement for each area tendered for)

Schedule EE-procurement Maximum score 150 points (one statement will be

attributed to all lots)

Schedule FAccount Management & Customer Service

Maximum score 100 points (one statement will be attributed to all lots)

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SCHEDULE 4

PAYMENT PROCEDURE

1 Hampshire County Council

1.1 E-Procurement Policy

Hampshire County Council recognises the importance of electronic procurement (e-procurement) in delivering lower transaction costs for both us and our suppliers, and minimising paperwork, thereby providing efficiencies and environmental benefits. One of the elements of this policy is the use of purchasing cards where appropriate, to reduce transaction costs particularly for high volume, low value and ad-hoc purchases.

1.2 Current Processes for the Purchase of Fruit & Vegetables and Milk & Morning Goods

1.2.1 Hampshire County Council currently uses a virtual purchasing card to purchase fruit & vegetables and milk & morning goods (this is a VISA card).

1.2.2 The card number of the virtual purchasing card is lodged with the supplier (a unique number for each supplier). The kitchens ring through the order to the supplier and quote their kitchen number which identifies their delivery address and that they are part of the scheme (a list of participating kitchens would be provided). The staff in the kitchen do not have any details of the purchasing card. When the supplier receives the telephone order they process it into their systems and make the delivery as normal.

1.2.3 Paper invoices are not produced, instead payment is requested against the virtual purchasing card. You will need to be able to accept credit / debit card payments and have a software solution (payment gateway) that enables you to send appropriate invoice information against the purchasing card to the bank. There are a number of options available and your acquiring bank should be able to help you with this. Hampshire County Council would prefer Level 3 VAT information to be returned to the bank. Level 1 information will not be acceptable for the virtual purchasing card as it does not contain sufficient detail or VAT information.

1.3 Benefits

1.3.1 The main benefit to Hampshire County Council is that the Council receives one electronic statement from the bank each month which can be uploaded into its Finance System (SAP)

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thereby significantly reducing the costs of processing invoices. The Council can also use the information provided for reporting purposes.

1.3.2 The benefits for Contractors is that they will usually be paid within 3 to 4 days of sending the claim to the bank. Contractors will not need to send invoices or chase for payment.

1.4 Future Requirements

Any successful tenderer for Hampshire County Council will need to be able to take payment via a virtual purchasing card as outlined above with effect from the commencement date of the Framework Agreement, or provide an alternative solution which would enable Hampshire County Council to electronically receive and load invoicing information into our financial systems. Returning to paper invoices which would need to be manually entered into the Council’s finance systems would incur extra costs in processing for Hampshire County Council.

2 Southampton City Council

2.1 The Contractor shall submit their accounts for payment by means of individual VAT invoices in respect of Products supplied irregularly. Consolidated weekly VAT invoices for all orders placed during the previous week in respect of Products supplied daily are required. Such invoices shall contain sufficient information to identify each location, each delivery note and each order number, together with such other information as the Authorised Officer may require to satisfy himself of the Contractor’s entitlement to payment.

2.2 The Authorised Officer shall check the supplier’s weekly invoices and shall certify what sums are properly payable.

2.3 No payment shall be made where:

a) Products ordered have not been delivered;b) Delivery of Products ordered has not been completed to the

contract standard; c) Items supplied are not in accordance with the order and

Products have been rejected by the Council.

2.4 The supplier shall issue credit invoices for any items of Products rejected by the Council or not delivered, but actually paid for.

2.5 The Council shall make the payments certified by the Authorised Officer to the Contractor by cheque or preferably by BACS payment thirty days after receipt of a correct and valid VAT invoice.

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3 Portsmouth City Council

3.1 Portsmouth City Council would prefer that any Contractor engaged under this framework (contract) be capable of accepting payments via our corporate purchasing card (VISA).

3.2 Portsmouth City Council would also expect that the supplier be open to payment via a lodged account (embedded card) and that if this route was to be followed the Contractor would be prepared (if not already) to become Level 3 VAT enabled with Line Item Detail.

3.3 A further desirable would be that the Contractor show a willingness to innovate and possibly engage in E-Invoicing as the contract develops

4 University of Southampton

4.1 All invoices must be addressed to the Catering office at B40, Highfield Campus, University Road, SO17 1BJ.

5 Additional Payment Information

5.1 Unless otherwise stated above the Contractor shall submit to the Customer invoices in respect of the Services at the intervals agreed by the parties. Each invoice submitted shall show the following information:

Name, address and telephone number of the Contractor Date of invoice Invoice number Order number Details of the Services provided in the invoice period A breakdown of the amount payable in respect of the Services Title of the Services Nature of the Services Any other agreed costs Total cost of invoice (excluding VAT) Total cost of invoice (including VAT)

5.1.1 All invoices submitted will be paid within 30 days of the invoice date provided the invoice is accurate and clearly states the official Order number or Framework Agreement reference number attributed by the Customer. Payment will be made by BACS transfer.

5.1.2 Incorrect invoices will be returned unpaid for correction and resubmission. In such cases the payment terms will take effect not from the invoice date but from the date of receipt at the correct address of a correctly presented invoice.

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5.1.3 Invoices should be submitted in accordance with the instructions received from the Customer or its delegated representative.

5.1.4 All Prices are exclusive of VAT which shall be added to invoices at the prevailing rate.

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Date post:	30-Apr-2018
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