ITT for the Provision of Preliminary ETIP Option Selecting...

RMP 5781: Preliminary ETIP Option Selecting Effectiveness Monitoring RESTRICTED COMMERCIAL

1 Template Version Number: ITT Sub OJEU Electronic. Version5 Document Identifier: RMP 5781 ETIP Option Monitoring v1 Status: Issued

ITT for the Provision of Preliminary ETIP Option Selecting Effectiveness

Monitoring

RMP 5781

18th June 2010



CONTENTS Section

Action

1. Tender Particulars

Retain

2. Instructions For Submission

Retain

3. Specification of Requirements (SOR)

Retain

4. Online Technical and Commercial Questionnaire Evaluation Criteria

Retain

5. DEFRA Conditions of Contract

Retain

Appendices

1. Form of Tender

Submit

2. Non-Collusive Tendering Certificate Submit

3. Commercially Sensitive Information

Submit



SECTION 1: TENDER PARTICULARS The information provided in this section is designed to ensure that your submission complies with the required format. Any questions should be communicated via the messaging service contained within the Defra e tendering portal. TIMETABLE AND ADMINISTRATION ARRANGEMENTS Invitation to Tender (ITT) issued 18th June 2010 Receipt of clarification questions 25th June 2010

Time and date for return of tenders 2nd July 2010 12:00 BST

Intended date of award 23rd July 2010

Inception Meeting Wk comm. 26 July 2010

Duration of Contract 6 months

CONDITIONS APPLYING TO THIS TENDER 1. Alterations to Tender None of the tender document formats and wording may be altered by the Tenderer.

Any modification that the Tenderer may consider necessary is to be detailed in a separate document uploaded to accompany the tender submission. Tenderers are responsible for ensuring that they have completed the tender fully and accurately and that prices quoted are arithmetically correct for the units stated.

2. Acceptance of Tenders

By issuing this invitation the Authority does not bind itself to accept the lowest or any tender. It also reserves the right not to award a contract or to offer more than one contracts.

3. Costs of Bidding

Tenderers shall bear all their own costs and expenses incurred in the preparation and submission of its bid and the Authority will in no case be responsible or liable for those costs, regardless of the outcome in relation to individual bids.

4. Mandatory Requirements The tender documents may include mandatory requirements, which are detailed in

this Invitation to Tender. It is important that Suppliers read these carefully and authorise acceptance of these requirements. Failure to comply with any applicable mandatory requirements will mean exclusion from the selection process.



5. Documentation The Tenderer is expected to examine all instructions, forms, terms and

specifications in the Invitation to Tender documents and check they are complete in all respects. Tenderers should submit a full proposal, stating how all the requirements are to be met in accordance with the online Technical Questionnaire, and Commercial Questionnaire. The tender must contain sufficient information to enable the Authority to evaluate accurately any proposed solution. Tenderers are requested to answer all the questions raised in the online Technical Questionnaire and Commercial Questionnaire and in the order laid out.

6. Qualifications The Authority reserves the right to discuss, confidentially, any aspect of your Tender with you prior to any award of Contract to clarify matters. At any time prior to the deadline for receipt, the Authority may amend the tender

documents. Any such amendment will be notified in writing to all prospective Tenderers. In order to give prospective Tenderers reasonable time in which to take the amendment into account in preparing their tenders, the Authority may, at its discretion, extend the deadline for receipt.

You may not alter any of the documents. The Tenderer may submit to the Authority

issues relating to the Specification which require clarification in accordance with paragraph 7.1-7.5 of Section 2 (Instructions for Submission)

7. Agreement You are further advised that nothing herein or in any other communication made between the Authority and any other party, or any part thereof, shall be taken as constituting a contract, agreement or representation between the Authority and any other party (save for a formal award of contract made in writing) nor shall they be taken as constituting a contract, agreement or representation that a contract shall be offered in accordance herewith or not at all. 8. Confidentiality The Tenderer shall treat these documents and the information contained therein as private and confidential, and the fact that an invitation has been issued shall not be disclosed to any third party without the written consent of the Authority. The Tenderer shall take all necessary precautions to ensure that all confidential information is treated as such and not disclosed (save as above) or used other than for the purpose of this tender exercise by the Tenderer. 9 Submission of Tenders 9.1 Tenderers are required to submit their bids via the Defra eTendering Service. 9.2 Tenderers must provide a signed hard copy of the ‘Form of Tender’ (Appendix 1) and

‘Non-Collusive Tendering Certificate’ (Appendix 2) and Commercially Sensitive Information (Appendix 3) documents in order for their electronic submission to comply with Defra mandatory requirements. The signed original documents must be sent in a plain sealed package which does not identify the Tenderer to the address



shown below, to be received by the closing deadline. If the signed hard-copy is not received by this time then the electronic ITT submission will not be considered, even if that submission is received before the closing deadline.

Confidential Tender Documentation – Do Not Open

‘RESTRICTED – COMMERCIAL: Provision of Preliminary ETIP Option Selecting

Effectiveness Monitoring

Official name: Department for Environment, Food & Rural Affairs (Defra)

For the attention of: Claire Skinner, Procurement Advisor

Address: Procurement and Commercial Function

Area 4D, Nobel house

17 Smith Square

London

SW1P 3JR

United Kingdom

9.3 All associated documents (i.e. the Form of Tender, Non-Collusive Tendering

Certificate and Commercially Sensitive Information) must arrive at the above address no later than the 2nd July 2010 at 12:00 BST. All tenders must be submitted online via the Defra eTendering Service no later than the 2nd July 2010 at 12:00 BST. Late tenders or tenders submitted by FAX, e-mail or post will not be accepted.

10. Questions 10.1 Any questions or correspondence relating to the tender or the submission of bids

should be submitted via the secure messaging feature within the Defra eTendering Service.

10.2. Tenderers should be aware that the Authority has a policy of equality of information

in the bidding process. This means that questions posed and the answers given will be distributed to all bidders before the closing date; the source of the questions will not be identified.

11. Contract Award Criteria 11.1 The Contract Award will be based on the Most Economically Advantageous Tender

(MEAT). 11.2 Although value for money is a crucial factor in determining the outcome of the

tender process, evaluating the most economically advantageous bid will take into consideration the evaluation criteria provided for each question.

11.3 To ensure the relative importance of the categories of services is correctly reflected

in the overall scores, a weighting system has been applied to each part. The tender



will be evaluated technically and commercially. The technical element equates to 70% of the overall marks, with commercial making up the remaining 30%.

Technical Evaluation 70 % Commercial Evaluation 30 % 11.4 A financial evaluator will evaluate the Economic and Financial Standing questions

(Section D), of the online Technical Questionnaire. If the assessment shows that the Tenderer is not of adequate financial strength and cannot provide the relevant insurance protection this will result in elimination from the procurement.

11.5 Grounds for Disqualification (Section B) of the online Technical Questionnaire

contains mandatory information requirements. Suppliers who fail to comply with

any mandatory requirement will be eliminated from the procurement.

11.6 Each question in Section E of the online Technical Questionnaire will be weighted as

follows:

10 – Minor Importance;

30 – Average Importance; or

50 – Major Importance.

11.7 Each question will receive a score of 0, 1, 2, or 3 (0 being the lowest and 3 being the

highest).

11.8 The price evaluation will be scored as follows:

a) Calculate the total cost (ex-VAT) for each Tender = Total Cost b) Calculate the mean price of the Tenders. Mean Cost = Sum of Total Costs from each Tenderer (from (a) above). Number of Total Costs c) Calculate the % cost difference between the Total Cost of each Tender (from

(a) above) and the Mean Cost (from (b) above). % Cost Difference = Total Cost – Mean Cost x 100 Mean Cost d) Calculate the Price Score for each Tenderer

i. Each Tenderer is given an initial score of 50.

ii. One point is deducted from a Tenderer’s score for each percentage point their % Cost Difference is above the Mean Cost (to a minimum of 0)

iii. One point is added to a Tenderer’s score for each percentage point their %



Cost Difference is below the Mean Cost (to a maximum 100). Price Score = % Cost Difference x -1 + 50

(to a minimum of 0 and a maximum of 100)

e) Calculate the weighted Price Score for each supplier Weighted Price Score = Price Score (from (d) above) x 30%

11.9 Summary of Weightings and Scoring Approach

A summary of the scoring system is detailed below

Evaluation Stage

Reference Section Title Scoring Criteria Minimum Requirements

Stage 1

Appendix 1,2 and 3

Form of Tender, Non-Collusive Tendering Certificate and Commercially Sensitive Information

Documents must be returned, completed and for the Form of Tender and Non -Collusive Tendering Certificate signed and dated.

Pass/Fail Documents must be returned, completed and for the Form of Tender and Non -Collusive Tendering Certificate signed and dated for a pass. A fail score will result in elimination from this procurement exercise.

Stage 2 Section A Organisation (Company Details)

Not scored.

Failure to complete in full will result in elimination from the procurement process.

Pass/Fail

Stage 3 Section B Grounds for Disqualification

The declaration must be completed.

Failure on mandatory grounds will result in elimination from this procurement process.

Failure on

Pass/Fail



discretionary grounds may result in elimination from this procurement process

Stage 4 Section C Conflicts of Interest

The identification of an actual/potential conflict will be assessed as to whether this will result in elimination from this procurement exercise.

Pass/Fail

Stage 5 Section D Economic and Financial Standing of the Technical Questionnaire.

Financial information is assessed to determine the economic and financial standing of organisation

The evaluation criteria is set out in Section 4 of this ITT.

Pass/Fail

Stage 6 Section E Mandatory Capability Questions of the Technical Questionnaire

Failure to complete in full will result in elimination from the procurement process.


E01 Pass/Fail

Stage 7 Section E Technical Questions of the Technical Questionnaire


E02 Weighting 30

E03 Weighting 50

E04 Weighting 10

E05 Weighting 10

E06 Weighting 30

E07 Weighting 10

E08 Weighting 10

E09 Weighting 10

E10 Weighting 10

Comprises 70% of the final score.

Stage 8 Commercials Commercial Questionnaire

Prices will be compared according to criteria at paragraph 11.8

Comprises of 30% of the final score.



Stage 9 Final score The final score is calculated as follows: 70% is made up of the total of stage 7 30% is made up from stage 8

12. Terms and Conditions of Contract 12.1 Tenderers should confirm their acceptance of DEFRA’s Conditions of Contract as

specified. Please refer to Section 5 of this ITT. 12.2 Any conditions that the contractor may seek to impose shall be excluded and not form any part of the Contract unless each of these conditions has been specifically agreed to in writing by the Authority. 13. Evaluation Panel The Tender Evaluation Panel will comprise members of the Authority’s

Environmental Land Management Division team, and the Procurement and Commercial Function (PCF).

14. Notification of Award The Authority will notify the successful Tenderer and unsuccessful Tenderers as

soon as is reasonably practicable. 15. Debriefing Following award of contract, debriefing will be offered to Tenderers who request it.



RESTRICTED COMMERCIAL

SECTION TWO

INSTRUCTIONS FOR SUBMISSION



SECTION 2: INSTRUCTIONS FOR SUBMISSION

1. Step 1: Download the files and set up additional users

1.1 Before you consider responding to this ITT, please ensure that you have downloaded

and read all the relevant files relating to this ITT. All files are important and contain

information which may have a considerable bearing on the success of your

Response.

1.2 If you would like additional people in your team to have access to the ITT, you

should use the user management link on the main page to add additional users.

1.3 Any clarification(s) from the Authority relating to this ITT will be sent by email to the

main contact who expressed an interest in the ITT on behalf of the Tenderer. If you

want the clarification(s) to be sent to additional users, you should access the User

Rights area on the left hand side of the main screen to enable additional users to

receive messages.

To download files

Click on the bold ITT title. This will open up an overview of the ITT detailing the

closing date and the description of the ITT.

Click on “Attachments” on the left hand side of the screen. The number in

brackets refers to the number of documents relating to the ITT you need to

download.

To download an attachment, click on the bold and underlined filename. You will

be given the option to Open, Save or Cancel. For documents which have to be

completed and returned to the Authority, you should select “Save” and choose

a suitable location on your PC to store the file.

You can repeat the action above for each document you wish to download and

save. If you wish to download and save more than one document it may be

easier to use the Mass Download instructions below.

If there are more than 10 documents you wish to download, you will need to

flick through the pages on the screen by clicking onto the next page icon (>>).

Mass download

Click on the Mass Download option in the attachments screen on the left hand

side of the screen.



Click on the files you wish to download and press confirm. You will be asked to

choose where to save the files on your PC, USB, floppy disk or DVD.

To carry out the mass download, you will need to have the Java Virtual Machine

(JVM) software installed on your PC. You can install this by obtaining a free

download from the Internet.

When you want to submit your final Response, you will use the same e-Tendering portal to upload your files.

You must confirm via the secure messaging feature within the e-Tendering portal

that you have downloaded, read and understood all attachments that form part of

the ITT. This is available under the ‘Qualifications’ tab on the left hand side of the

screen.

2. Step 2: Decide if You Should Respond

2.1 Tenderers should read the information contained within Section 2 (Instructions for

Submission) and Section 3 (Specification) of this ITT carefully. This will help you

decide if you wish to submit a Response.

2.2 Tenderers are advised to acquaint themselves fully with the extent and nature of the

services in Section 3 (Specification). If you do not wish to submit a Response, simply

log onto the e-Tendering portal and reject the ITT.

3. Step 3: Read the ITT Carefully

3.1 All questions in the Technical Questionnaire must be answered without reference to

general marketing or promotional information/material. Publicity brochures will not

be accepted as answers to questions. Tenderers should not make reference to

answers used in previous questions but should repeat the information if necessary.

3.2 Tenderers must be explicit and comprehensive in their Response as this will be the

single source of information on which Responses will be scored. Tenderers are

advised neither to make any assumptions about any past or current supplier

relationships with Defra nor to assume that such prior business relationships will be

taken into account in the evaluation process.

3.3 Where a length of response is stipulated, only the information within the set limit

will be evaluated. Additional information will not be evaluated and therefore should

not be supplied. The Authority will only take account of information which is



specifically asked for within the online Technical Questionnaire of the e-Tendering

portal.

3.4 All questions should be answered in English and answers must be submitted in

numerical order to match the ITT.

3.5 Failure to provide the required information or particulars for the relevant

question(s) or supply documentation referred to in the response within the specified

timescale will result in elimination from the procurement exercise.

4. Step 4: Prepare your Response

4.1 The ITT is in an electronic form which can be accessed via your web browser on the

e-Tendering portal. It may be possible to respond to the ITT simply by answering the

questions on screen. In some cases, you may need to attach documents to support a

response before the deadline for receipt of ITT Responses.

Structure of ITT Response

4.2 The Tenderer is responsible for ensuring their Response is complete and

comprehensive in all respects on behalf of all parties to any Consortium or Joint

Venture (if any).

4.3 If the Tenderer, or any Consortium or Joint Venture is to be supported by a

guarantee from its parent company or ultimate holding company, then a clear

statement from the parent or ultimate holding company that such support is to be

provided together with details of the relationship between the Tenderer or

Consortium or Joint Venture with its parent and ultimate holding company must be

provided.

How to submit supplementary documents

4.4 Attachments in the form of electronic files only are required to provide evidence to

responses to questions.

4.5 If Tenderers have any doubts about the format or software they intend to use for

their documents, they should contact the Authority using the secure messaging

facility on the e-Tendering portal.

4.6 It is strongly recommended that Tenderers upload documents in MS Office™ Word

for non financial responses and MS Office™ Excel for financial data although other

document formats are supported. Tenderers should note that all files uploaded onto



the e-Tendering portal cannot be amended by anyone and that original files

uploaded by Tenderers will be maintained in an un-altered state on the system.

Portable Document Format (PDF) 4.7 Adobe’s PDF format has historically been used by Tenderers because it gives full

control of formatting and has the advantage of being ‘lockable’. The e-Tendering

portal used by the Authority prevents the amendment of files after submission of

Responses; i.e. files cannot be changed after publishing a Response, which should

allay Tenderer’s fears about document security.

Other file formats

4.8 Tenderers are advised to check with the e-Tendering portal helpline before

submitting Responses in uncommon formats.

File naming

4.9 All files submitted by Tenderers will be displayed in alphabetical order, with no

folder structure. The file name required will be notified in each question of the

online Technical Questionnaire. It is essential that you must name the file based on

the Question Reference and company name for example:

Eg. E02_Supplier_Name

4.10 File extensions should be maintained as per the relevant applications default i.e.

Microsoft Word documents should have a file extension of .doc

Important notes

4.11 Tenderers should regard 2Mb as the practical working limit for any individual file.

Files less than 1Mb will be displayed reasonably quickly – bigger file sizes will create

a delay in displaying the evidence or supplementary document(s).

4.12 File names should be restricted to 100 characters as a maximum. A file name of less

than 60 characters will be visible for its entire length when displayed on most

computer monitors.

Voluntary Information

4.13 Tenderers’ attention is drawn to the online Technical Questionnaire - Company

Ownership (Voluntary Information). The Authority encourages Tenderers to

complete this section and submit with their Response. The information provided will

not be shown to the evaluation panel. This section will not be scored and will form

no part of the ITT evaluation. The information collected may be used by the



Authority to form the baseline for statistical reports for monitoring purposes to

inform central Government department policy.

5. Step 5: Ensure your Response is Complete

5.1 All files submitted by Tenderers will be downloaded and made visible to evaluators,

except the voluntary information (see above). Therefore, Tenderers should ensure

all questions have been answered and all supplementary document(s) have been

uploaded prior to submitting their Response. Failure to complete questions or

provide evidence for mandatory questions will result in elimination from this

procurement.

6. Step 6: Upload Your Response

6.1 Responses should be submitted via the e-Tendering portal by the deadline.

Responses submitted after the deadline will not be considered.

6.2 Unless otherwise stated, the Authority will not consider Responses uploaded or

submitted by any other means other than via the e-Tendering portal.

The Authority reserves the right to seek clarification(s) of Responses where

required. Tenderers must provide two nominated points of contact in their

organisation for any such clarification. The Authority is not responsible for

contacting the Tenderer through any route other than via the nominated contacts.

Tenderers must notify the Authority promptly of any change to the point of

contact.

6.3 After submitting your Response (including any saved uploads), you must publish

your Response. The e-Tendering portal will inform you of any information issued by

the Authority after you publish your Response – you will need to republish to signify

that you have read and understood them.

6.4 After you publish your Response, you will receive a confirmation email. If you do not

receive a confirmation email within an hour of publishing your Response, it is

possible that your Response has not been published. You are strongly advised to

contact the e-Tendering portal helpdesk immediately.

6.5 The e-Tendering portal will always send a confirmation email when you have

successfully published your Response.



Further Assistance

6.6 For further assistance in using the e-Tendering portal email:

[email protected] or alternatively call the helpline on 0800 368 4850. Please

note that enquiries relating to this ITT should be routed through the e-Tendering

messaging facility on the e-Tendering portal.

7. Enquiries and Communications relating to this ITT

7.1 Any request for clarification about the requirement or procurement process should

be submitted at the earliest opportunity via the secure messaging feature in the e-

Tendering portal and in any event no later than the deadline for receipt of requests

for clarification. No further questions will be accepted after that deadline.

7.2 If the Authority considers any request for clarification to be of significance to other

Tenderers, the Authority will circulate on a regular basis the clarification together

with the Authority’s response (but not the source of the clarification) to all

Tenderers that have expressed an interest in this ITT.

7.3 Where a Tenderer believes that a request for clarification is confidential in nature,

the Tenderer should clearly indicate that the clarification is confidential in nature.

However, if the Authority at its sole discretion does not consider that the

clarification is confidential in nature and would potentially benefit all Tenderers, the

Authority will:

a) invite the Tenderer submitting the question either to declassify the question and allow the question along with the Authority’s response to be circulated to all Tenderers; or

b) request the Tenderer, if the Tenderer still considers the query to be confidential in nature, to withdraw the query.

7.4 The Authority reserves the right not to respond to a question and/or request for

clarification or to circulate such a request where it considers that the answer to that

request would or would be likely to prejudice the Authority’s commercial interests.

In such circumstances, the Authority will inform the relevant Tenderer.

7.5 The Authority will not consider any request for clarification made or submitted by

any other means except via the secure messaging facility in the e-Tendering portal.

Enquiries by Email, fax, telephone or verbal enquiries will NOT be accepted nor

responded to.

mailto:[email protected]



8. Pricing

8.1 Tenderers must complete the online Commercial Questionnaire via the e-Tendering

portal.

8.2 The Commercial Questionnaire is the minimum level of pricing information required

for the tender. The Authority reserves the right to request a more detailed

breakdown of any Tenderers submission.



SECTION THREE

SPECIFICATION OF REQUIREMENTS (SOR)



SECTION 3: SPECIFICATION OF REQUIREMENTS

1. Background

1.2 Environmental Stewardship (ES) is the centrepiece in delivering the Government's sustainable agriculture and rural policies. The scheme contributes to the Authority’s strategic priorities for natural resource protection, sustainable farming and food and sustainable rural communities.

1.3 Following on from the Environmental Review of Progress (RoP) in 2008 it was decided that more could be done to improve on the Entry Level Strand (ELS) environmental outcomes. The RoP recommended that there was a greater need to promote ELS, influence option choice and provide better information and training on best practice for the actual land management options that are undertaken.

1.4 Consequently the ELS Training and Information Programme (ETIP) has been developed to take up these recommendations. Its objectives are:

1.4.1 To ensure high renewal rates into ELS (70% target UAA)

1.4.2 To ensure strong uptake of U(ELS) - targets are; 505,000 ha in UELS by March 2011 (the Authority and NE Corporate Plan) and 80% of SDA area by 2015 in agri-environment overall.

1.4.3 Bring in new entrants to the scheme, including from the currently less represented farm types.

1.4.4 Improved option choice, including more locally beneficial, and improved implementation once in the scheme.

1.5 This will be achieved through the provision of more training and advice to farmers thinking about entering or renewing into ELS and the provision of good practice training once in the scheme.

1.6 The ETIP launch on option training and information is scheduled for a July/August 2010 start and will roll through to the following year to include the following: “The ELS training programme launched in February 2010 and its coverage will include the major renewals period for ELS.

1.7 There will be approximately 13,000 (O)ELS renewals this year (7,000 August, 1,000 September, 1,500 October, 2,000 November and 1,500 December) with a further large peak in 2011. It is therefore essential to get an early insight into the influence that ETIP has on these renewals. The Authority appreciates that an early investigation is unlikely to provide direct information regarding improvements in the quality of agreements (resulting from ETIP). However, there is an opportunity to assess the influence that ETIP has on option selection.

1.8 Therefore, the Authority is seeking an initial evaluation of the influence of ETIP on option selection. It is our intention to commission further work on the impact of



ETIP - regarding the quality of agreements and the potential for improving the delivery of outcomes - but it is not envisaged that this will be part of the initial evaluation. In addition there will be an evaluation of the content of the ETIP programme but, again, this will not be the focus for this evaluation.

2. Research Objective

2.1 To make an early assessment of the influence of ETIP on option selection at the

farm level for ELS renewals.

2.2 Aims

To measure the influence of ETIP on option selection:

2.2.1 To determine the pattern of planned ELS renewal/non-renewal and for

renewals option uptake prior to ETIP advice.

2.2.2 To compare the actual pattern of option uptake for renewing agreements (data available from NE) with the anticipated pattern (to assess the relative extent of progress from the counterfactual).

2.2.3 To compare the actual pattern of option uptake for renewing agreements

with the target patterns (to assess the relative extent of progress towards

target position).

2.2.4 To compare the actual pattern of non-renewal with the anticipated pattern.

2.2.5 To attribute the extent to which ETIP explains the difference between

planned and actual behaviour for non-renewing and renewing agreements.

2.2.6 To analyse these patterns by farm structural characteristics (farm size, type,

tenure) and spatially (NE regions, NCA targeting clusters).

3 Methodology

3.1 This project is unlikely to require fieldwork. Those tendering for the contract will

need to describe how they intend to gather the data required and provide

justification for the survey style proposed and the sample size chosen.

3.2 A Tenderer might suggest a balance between postal survey, structured telephone

survey and face-to-face interview but they should bear in mind that the Authority

are seeking a stratified representative sample within the proposed budget.

3.3 Experience and competency in conducting surveys on agricultural matters, and in

particular agri-environment agreements are essential and it will be necessary to

demonstrate this when applying for this project.



4. Outputs and Timetable

4.1 An initial survey (to set the baseline) will need to have commenced and be

completed by August 2010 (and an initial report on this initial survey produced by

end August 2010).

4.2 Once agreements have been renewed, subsequent survey work will be required on

option uptake and the effect that ETIP has had on decision choice. A report on this

and a final report on both sets of survey and conclusions will be required by the

end of January 2011.

5. Confidentiality

The data collected in this project will be commercially sensitive and confidentiality

of this data must be maintained. The data must only be used in support of this

project. The data must be reported in a way that maintains the confidentiality of

commercial information obtained and so that individuals and/or companies cannot

be identified.

6. Survey

Survey work will require approval from Survey Control Liaison Unit (SCLU. The

Tenderer will be responsible for supplying the required information to enable ELM

to make an application and complete the post survey forms.

7. Resources

7.1 The project is expected to start by the end of July 2010 and take 6 months (ending

in January 2011).

7.2 We expect total project costs to range between £40 and £50k (ex. VAT – tender

should indicate where VAT is appropriate).

8. Publication

It is the Authority’s policy to publish all final project reports but the Authority

retains the right to not publish a final report if deemed in its best interests.



SECTION FOUR

ONLINE TECHINICAL AND COMMERCIAL QUESTIONNAIRE – EVALAUTION CRITERIA



SECTION 4: ONLINE TECHINICAL AND COMMERCIAL QUESTIONNAIRE – EVALUATION CRITERIA PLEASE REFER TO ONLINE QUESTIONNAIRE FOR FULL DETAILS FOR TENDER RESPONSES REQUIREMENTS

Section A

Organisation

The information in Section A is not scored but must be completed in full.

Section B

Grounds for Disqualification

Mandatory Grounds for Disqualification

Pass/Fail

Pass – Tenderer answers „No‟ to any of the questions in this section

Fail – Tenderer answers „Yes‟ to any if the questions in this section

Discretionary Grounds for Disqualification

Pass/Fail

Pass – Tenderer answers „No‟ to any of the questions in this section or have answered „Yes‟

to a question but have demonstrated that they have taken appropriate corrective steps to

comply in the case of any infringement.

Fail – Tenderer answers „Yes‟ to any if the questions in this section and cannot demonstrate

that it has taken appropriate corrective steps to comply in the case of any infringement.



Section C

Conflict of Interest

Pass/Fail

The Authority‟s opening panel will meet with the Authority‟s Legal and representatives from

the technical evaluation panel to discuss any conflict of interest issues that have been

disclosed by each Tenderer. The attendees at this meeting will decide whether any internal

management processes and controls that Tenderers have in place are sufficient to safeguard

against disclosed conflict of interest issues.

If the team agree that a Tenderers internal management processes and controls are

insufficient to safeguard against any conflict of interest issues that will have an effect on the

outcome of the ITT evaluation process, the team will make a recommendation to the Head of

Procurement to exclude that Tenderer from the procurement process.

Section D

Economic and Financial Standing

Information provided in this section will be used by the Authority to determine whether there is

any evidence indicating a significant risk to the Authority that the Tenderer will be unable to

provide the services required over the period of the contract.

Normally evidence is obtained from Dun & Bradstreet (D&B) Comprehensive Reports which

include D&B‟s latest rating for organisations. A copy of the Tenderers D&B will be obtained for

evaluation by the Authority. The D&B rating has two parts: financial strength and risk of

business failure.

Financial strength is based on tangible net worth and is rated on a scale of 5A (strongest) to

H (weakest) and there are also classifications for negative net worth and net worth

undetermined (insufficient information). Financial strength will be assessed relative to the

estimated annual contract value. For this ITT, the Authority regard a financial strength of less

than 4 times the estimated annual contract value as indicating an inadequate economic and

financial standing for the purposes of this procurement.

Therefore the Authority requires that Tenderers must have the following annual turnover for

the last three (3) consecutive years of £200,000 GBP. Failure to meet the turnover

requirements below will result in the Tenderer being eliminated from the procurement

process.

In the case of a Joint Venture or Consortium bid the annual turnover required must be

achieved by combining the turnover of the relevant companies in the last three years and the

turnover of a least one of those companies should be £50,000 GBP or equivalent financial

performance.

Risk of business failure is rated on a scale of 1 (minimal) to 4 (significant) and there is also a

classification of insufficient information. The Authority would normally regard a risk of



business failure of 4 as indicating inadequate economic and financial standing for the

purposes of this procurement.

If a D&B report is not available, then the other financial information provided will be used

internally by the Authority to calculate measures of, and determine trends in the Tenderers

operating performance, liquidity and financial structure. For this purpose, some or all of the

following financial indicators and ratios will be calculated:

- operating performance: growth or reductions in sales, gross profit, operating profit, profit

before tax and earnings before interest, tax, depreciation, amortisation, exceptional items and

profit/loss on sale of businesses (EBITDA);

- liquidity: net current assets, movement in cash flow from operations, working capital and

quick ratios, and average collection and payment periods;

- financial structure: gearing ratios and interest cover

The Authority reserves the right to use other indicators and ratios if considered appropriate.

Evidence indicating a significant risk will include that a higher proportion of these indicators

and trends are consistently adverse.

Additionally, turnover will be compared against contract value. A higher value of the ratio of

estimated contract value to turnover will be evaluated as a higher risk. If any Tenderer is

assessed as higher risk, the Authority reserves the right to seek further clarification including

information relating to its ultimate parent company, if any.

Insurance

Insurance Public and Employees

Pass/Fail

Pass – Tenderer answers „Yes‟ to this question

Fail – Tenderer answers „No‟ to this question

Insurance Professional Indemnity

Pass/Fail

Pass – Tenderer answers „Yes‟ to this question

Fail – Tenderer answers „No‟ to this question



Section E

Technical or Professional Ability

E01 Scope of Services

Please confirm that you can undertake the full scope of services contained within the

specification?

Pass/Fail

Pass – The Tenderer answers yes to this question

Fail – The Tenderer answers no to this question

A ‘No’ to this question will result in elimination from the procurement exercise

E02 Experience & Expertise

Please describe your experience or expertise in studies relating to the evaluation and/or monitoring of agri-environment schemes and agri-environment advice. Please upload a document with the filename „E02_Your Company Name‟. Your response must be no more than 1 page of A4, minimum font size 10. Weighting = 30

Evaluation Criteria:

For a score of 3 the Tenderer must provide information/detailed summary of their experience within this activity. The Tenderer must demonstrate they have had a number of contracts for the evaluation and/or monitoring of agri-environment schemes and advice which they have been awarded in the last 3 years or demonstrate capacity to provide goods and/or services under comparable contracts. The Tenderer must demonstrate significant expertise of the required services. For a score of 2 the Tenderer must demonstrate that they have provided similar goods and/or services but under a contract which is not of a size or complexity comparable to the specification of this contract. The Tenderer must demonstrate good expertise of the required services. For a score of 1 the Tenderer has not recently covered the goods/services required by the Authority and/or if they have limited experience of providing services to other public/private sector clients. They have minimal expertise of the required services. For a score of 0 the Tenderer fails to provide details of any relevant contracts or has no experience of providing services to other public/private sector clients. The Tenderer has no relevant expertise of the required services.



E03 Methodology

Please outline your understanding of, and approach to, the project objectives and describe the measurable, time bound, key performance indicators which you would propose? This will need to include a description and justification of (but not necessarily be limited to) sampling, data collection approach, data evaluation and management of the project. Please upload your response with the filename „E03_Your Company Name‟. Your response must be no more than 3 pages of A4, minimum font size 10. Weighting = 50


For a score of 3 the Tenderer must provide comprehensive details of the project approach and rationale which are likely to lead to a successful outcome, and display demonstrable understanding of this project. Indicators must be included that will identify progress and these must be measurable and time bound. For a score of 2 the Tenderer must provide details of the project approach to demonstrate a reasonable understanding of the project. The response includes indicators which are regarded as adequate and have a reasonable likelihood of achieving a successful outcome. For a score of 1 the Tenderer provides a response that includes limited and/or vague details as to the project approach and rationale but which appears to have some merit in achieving the desired outcome. The Tenderer demonstrates a poor understanding of the project and/or the Tenderer does not include adequate indicators. For a score of 0 the Tenderer fails to provide any details relating to the project approach and rationale or the proposed approach and rationale is unlikely to achieve the desired outcome. E04 Workplan

Please attach an unpriced resource schedule detailing the work plan of the project, including critical path and milestones? Please upload your response with the filename „E04_Your Company Name‟. Your response must be no more than 2 pages of A4, minimum font size 10. Weighting = 10


For a score of 3 the Tenderer provides a comprehensive, clear resource schedule and includes a complete work plan of the project detailing the critical path and milestones. For a score of 2 the Tenderer provides a clear resource schedule and includes a work plan of the project but does not provide sufficient detail. For a score of 1 the Tenderer provides a resource schedule but which is not comprehensive. For a score of 0 the Tenderer does not provide a resource schedule or work plan project, or what they provide is not clear.



E05 Key Personnel

Please attach detailed Curriculum Vitae of all the staff to be engaged on the project? Please upload a response with the filename „E05_Your Company Name_CV[Name]. Each CV must be no more than 1 page per person, minimum font size 10. Weighting = 10 Evaluation Criteria: For a score of 3 the Tenderer provides comprehensive relevant details of the main personnel appointed to the project, including their role, experience, qualifications and relevant knowledge. Such persons must have experience and qualifications for the contract requirements and have the necessary management skills to liaise with individuals or teams involved with the work. For a score of 2 the Tenderer provides incomplete details of the main personnel appointed to the project but staff have experience and qualifications for the contract requirements and have the necessary management skills. For a score of 1 the Tenderer provides details of the main personnel appointed to the project but the persons do not have the full experience or qualifications for the contract requirements. For a score of 0 the Tenderer fails to include any details of the main personnel appointed to the project and/or the staff do not have the necessary experience or qualifications. E06 Data Handling & Analysis

Please attach a document outlining the data handling and analysis methodology for this project? Please upload a response with the filename „E06_Your Company Name‟. Your response must be no more than 2 pages of A4, minimum font size 10. Weighting = 30 Evaluation Criteria: For a score of 3 the Tenderer comprehensively outlines its intended data handling and analysis methodology and satisfactorily details how it will deal with the data handling confidentiality in relation to the project. For a score of 2 the Tenderer outlines its intended data handling and analysis methodology in a manner that is considered adequate and clearly details how it will deal with the data handling confidentiality in relation to the project. For a score of 1 the Tenderer outlines data handling and analysis methodology but with insufficient detail and/or does not adequately deal with the data handling confidentiality. The detail provided suggests that the approach could be appropriate for the project. For a score of 0 the Tenderer fails to include details for data handling and analysis methodology and/or how it will deal with the data handling confidentiality or the approach suggested is not appropriate for the project.



E07 Risks

Please identify the risks which may prevent or delay the achievement of the project objectives and actions/plans to prevent the occurrence of these or in the case of occurrence, the measures taken to address effects and how to meet the fixed deadline? Please upload a response with the filename „E07_Your Company Name‟. Your response must be no more than 2 pages of A4, minimum font size 10. Weighting = 10 Evaluation Criteria: The supplier should clearly identify possible risk and challenges which might interfere with providing a high standard of service and how they would act to prevent them having a detrimental effect on the service. For a score of 3 the Tenderer fully identifies all risks and challenges and has a clear and detailed plan in place to mitigate them which is more than sufficient to address the risks identified. For a score of 2 the Tenderer identifies the major risks and challenges and has a clear plan in place to mitigate them which is sufficient to address the risks identified. For a score of 1 the Tenderer identities some of the risks and challenges and has a plan in place to mitigate some of them or identifies all or major risks but plan is not sufficiently clear. For a score of 0 the Tenderer fails to identify risks and challenges or has not identified a plan to mitigate the risks or the plan to deal with them is not sufficient for tackling these risks.

E08 Sustainability

DEFRA has set itself challenging commitments and targets to improve the environmental and

social impacts of its estate management, operation and procurement. Within this context

please explain your approach to delivering the Services that have reduced negative

sustainability impacts and the methods that you currently employ, or propose to employ, to

demonstrate and monitor the effectiveness of your approach. Please upload a document with

the filename „E08_Your Company Name‟. Your response must be no more than 500 words,

minimum font size 10.

Weighting: 10


For a score of 3 the Tenderer must demonstrate its approach to delivering the Services that have reduced negative sustainability impact which may include, but is not restricted to, references to:

- CO2 emissions,

- energy efficiency,

- waste avoidance, recycling, the use of recycled content and/or recyclable products,

- water consumption/usage,

- the minimisation or avoidance of hazardous substances,

- natural resource use and resource efficiency,

- environmentally sound disposal methods,



- effective supplier relationships to eliminate supply chain risk and embed sustainability

issues,

- appreciation of climate change adaptation,

- impacts on biodiversity,

- equality and diversity,

- access to training and skills,

- diversity in their supply chain such as SMEs, BMEs, WOs, Third Sector

organisations.

The Tenderer must include references to both environmental and social aspects of

sustainable development and how these impacts are measured and reported on.

For a score of 2 the Tenderer‟s response focuses on either the environmental or the social aspects of sustainability and their approach only focuses on the Tenderer‟s organisation‟s performance with no references to embedding sustainability in solutions for clients. There is no evidence of having delivered sustainable solutions to other clients with benefits being realised by the client, or systems in place to monitor and report on good performance. However, there is evidence of having appreciated that the client is seeking sustainable solutions and not looking for the availability of sustainable organisational policies. For a score of 1 the Tenderer‟s response is generic, does not focus on any of the elements above and outlines a weak commitment to either environmental or social aspects only. For a score of 0 there is no reference to environmental or social issues. E09 Equality & Diversity Policy

Does your organisation and named supply chain members have a written equal opportunities

and/or race relations policy or equivalent means of commitment to non-discrimination?

If you answered yes, attach a copy of the policy document and provide examples of how this

is implemented. Please upload the policy with the filename „E09_Your Company name‟.

Weighting: 10


For a score of 3 the Tenderer must select “yes” and provide a copy of the equal opportunities and race relations policies or an equivalent means with which they communicate their organisation‟s commitment to equal opportunities and race relations. The Tenderer should also provide examples of how this policy is implemented and communicated within the organisation; the examples may include provision of training and awareness raising across the organisation‟s staff and their named supply chain members (sub-contractors). For a score of 2 the Tenderer must select “yes” and provide a copy of either the equal opportunities or the race relations policy or an equivalent means with which they communicate their organisation‟s commitment to equal opportunities or race relations. The Tenderer can provide some evidence of how these are implemented and communicated. The response presents only partial evidence and limited examples. For a score of 1 the Tenderer must select “yes” and provide a copy of either the equal opportunities or the race relations policy or an equivalent means with which they communicate their organisation‟s commitment to equal opportunities or race relations. The Tenderer provides little evidence of how these are implemented and communicated. The response presents only limited evidence with no examples.



Score of 0: the Tenderer selects “yes” but doesn‟t provide further information or selects “no” and provides no commitment to developing such policies

E10 Equality & Diversity Compliance

In the last three (3) years has any finding of unlawful discrimination in the employment field

been made against your organisation and/its named supply chain members (sub-contractors)

by the employment tribunal, the employment appeal tribunal, or any court or in comparable

proceedings in any other jurisdiction?

If yes, please attach a document giving brief details including dates and what remedial action

has been taken by your organisation and/or its named supply chain members (sub-

contractors) to respond to any recommendation made by the Court, Tribunal or Commission?

Please upload your response with the filename „E10_Your Company Name‟.

Weighting: 10


For a score of 3 the Tenderer must select “no”. For a score of 2 the Tenderer must select “yes” and disclose one finding of unlawful discrimination in the employment field and confirm they have complied with the judgement and have put policies in place, or amended existing policies, to prevent recurrence. For a score of 1 the Tenderer must select “yes” and disclose one finding of unlawful discrimination in the employment field and confirm that they have complied with the judgement but have not put policies in place, or amended existing policies, to prevent recurrence. For a score of 0 the Tenderer selects “yes” and provides no further evidence or information. Commercial Questionnaire Tenderers are asked to price against the following key deliverables:

- Total staff costs (total staff hours and daily charge out rates)

- Total costs relating to surveys (telephone interviews/face to face interviews and mail

survey costs)

- Total consumables

- Total capital equipment

Costs should be inclusive of expenses. Tenderers must provide a breakdown of the total costs above for information on the online Commercial Questionnaire. The Commercials will be evaluated on a total fixed price basis.



SECTION FIVE

DEFRA CONDITIONS OF CONTRACT FOR SERVICES



SECTION 1

FORM OF CONTRACT

THIS CONTRACT is made on the day of

BETWEEN:

(1) THE SECRETARY OF STATE FOR ENVIRONMENT, FOOD AND RURAL

AFFAIRS of Nobel House, 17 Smith Square, London, SW1P 3JR (“the Authority");

AND

(2) [Insert full name of contractor] of [insert full address] [But if registered company

please insert the following - (registered in England and Wales under number

[insert company number]) whose registered office is situated at [ ] (“the

Contractor”).

The Authority and the Contractor being together called "the Parties".

WHEREAS:

a) The Authority requires the provision of the Services detailed in the attached Specification (Schedule 2) (the “Services”).

b) Following a competitive tendering process, the Authority has appointed the Contractor to provide the Services and the Contractor hereby agrees to provide those Services in accordance with the terms set out below.

NOW IT IS HEREBY AGREED as follows:

1. TERMS OF CONTRACT

1.1 The Contractor shall provide the Authority with the Services in accordance with the terms and conditions of this Contract which shall comprise of all of the documents set out below in paragraph 1.2 (as the same may be supplemented or varied from time to time).

1.2 This Contract comprises of the following Sections and Schedules:

Section 1: Form of Contract.

Section 2: Additional Conditions of Contract.



Schedule 1: Pricing Schedule.

Section 3: General Conditions of Contract.

Schedule 2: Specification.

Schedule 3: Commercially Sensitive Information

1.3 This Contract commences on [ ] (the “Commencement Date”) for a period of [ ], to expire on [ ].

1.4 [Where appropriate] The Parties may extend the duration of the Contract until [ ], [ ] and/or [ ] in accordance with Additional Condition [ ] (Change Control Note).

IN WITNESS WHEREOF each of the Parties to this Contract has caused this Contract to be

executed each copy of which shall be deemed to be an original as of the date first above

written.

Signed:

Name:

Position:

Date:

ON BEHALF OF THE SECRETARY OF STATE FOR ENVIRONMENT, FOOD AND

RURAL AFFAIRS

Signed:

Name:

Position:

Date:

ON BEHALF OF [STATE CONTRACTORS’ NAME]



SECTION 2

DEPARTMENT FOR ENVIRONMENT, FOOD AND RURAL AFFAIRS

ADDITIONAL CONDITIONS OF CONTRACT

FOR THE SUPPLY OF SERVICES

SUPPLY OF SERVICES

A.1 MANNER OF PROVIDING THE SERVICES

A.2 CONTRACTOR‟S PERFORMANCE AND PERSONNEL

A.3 AUTHORITY‟S PROPERTY

A.4 EQUIPMENT

A.5 INSPECTION OF SERVICES

A.6 USE OF AUTHORITY‟S PREMISES

A.7 CONFLICT OF INTEREST

A.8 TIMBER AND WOOD DERVIVED PRODUCTS

A.9 SUSTAINABLE OPERATIONS ON THE GOVERNMENT ESTATE (SOGE)

A.10 CHANGE CONTROL NOTE (CCN)

SUPPLY OF SERVICES

MANNER OF PROVIDING THE SERVICES

1.1 The Contractor shall perform and shall ensure that his employees, agents and sub-contractors also perform the Services with all reasonable skill, care, diligence, taking all reasonable steps to follow best professional or Good Industry Practice and in accordance with any relevant legislative requirements.

1.2 The Services shall only be performed on Premises agreed in advance with the Authority.

1.3 The signing by the Authority of time sheets or other documents shall not be construed as implying the Contractor‟s compliance with the Contract.

1.4 Any materials or processes used in connection with the provision of the Services shall be in accordance with any relevant Standards set out in Schedule 2 (the Specification).

1.5 Where possible, the Contractor will conserve energy, water and other resources in

performing the Services. In particular, all written work in connection with the Contract shall (unless otherwise agreed with the Authority) be produced on recycled paper containing at least 80% post consumer waste and used on both sides where appropriate.

A.2 CONTRACTOR’S PERFORMANCE AND PERSONNEL

2.1 The Contractor shall properly manage and monitor the Services and immediately inform the Contract Manager if any aspect of the Contract is not being or is unable to be performed.



2.2 The Contractor shall deploy sufficient personnel of appropriate qualifications,

competence and experience to perform the Services and shall ensure that those personnel are properly managed and supervised.

2.3 The Contractor shall:-

2.3.1 give the Authority, if so requested, such particulars as the Authority may reasonably require of all persons who are or may be at any time employed on the Contract;

2.3.2 comply with any rules, regulations and any safety and security instructions

from the Authority, including completion of any additional clearance procedures and the return of any passes as required; and

2.3.3 allow the Authority to carry out any search of personnel or of vehicles or

Equipment used by the Contractor at the Authority‟s Premises.

2.4 Wherever reasonably requested to do so by the Authority, the Contractor shall co-ordinate his activities in supplying the G&S with those of the Authority and other contractors engaged by the Authority.

2.5 If the Authority gives the Contractor notice that any person, vehicle or Equipment is to

be removed from involvement in the Services or at the Authority‟s Premises, the Contractor shall take immediate steps to comply with such notice and such decision of the Authority shall be final and conclusive.

2.6 The Contractor and any personnel deployed for the provision of the Services shall not

be prevented from working reasonable overtime hours on the Premises provided that it is at no additional cost to the Authority.

A.3 AUTHORITY’S PROPERTY

3.1 The Authority‟s Property shall remain the property of the Authority and shall be used in the performance of the Contract and for no other purpose without prior approval of the Authority.

3.2 The Contractor shall ensure that the title in the Authority‟s Property is brought to the

attention of any third party dealing with the Authority‟s Property. 3.3 On receipt of the Authority‟s Property, the Contractor shall subject it to a visual

inspection and such additional inspection and testing as may be necessary to check that it is not defective. If the Contractor discovers any defect, he shall notify the Contract Manager within fourteen (14) days of receipt of the Property, or such other period as may be agreed with the Authority. The Authority shall, within fourteen (14) days of receiving such notification, inform the Contractor of the action to be taken.

3.4 The Authority shall be responsible for the repair or replacement of its property unless

the need for repair or replacement is caused by the Contractor‟s failure to comply with Additional Condition A3.5, or by the negligence or default of the Contractor.

3.5 The Contractor shall maintain all items of the Authority‟s Property in good and

serviceable condition (fair wear and tear excepted), and in accordance with the manufacturer‟s recommendations.



3.6 The Contractor shall be liable for any loss of or damage to any of the Authority‟s Property unless the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the negligence or default of the Authority.

3.7 If so requested by the Authority, the Contractor will dispose of any item of the

Authority‟s Property in accordance with the Authority‟s instructions.

A.4 EQUIPMENT

4.1 Unless otherwise agreed in writing with the Authority, the Contractor shall provide the Equipment and resource required to fully utilise the Equipment necessary for the provision of the Services.

4.2 The Contractor shall maintain the labour required to fully utilise the Equipment, if agreed pursuant to Additional Condition A4.1 above, and shall maintain all items of Equipment in good and serviceable condition.

4.3 All Equipment shall be at the risk of the Contractor and the Authority shall have no liability for any loss of or damage to any Equipment except to the extent that the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the negligence or default of the Authority.

4.4 The Contractor shall provide for the haulage or carriage of Equipment to the

Premises and its off-loading and removal when no longer required. 4.5 If the cost of any Equipment is reimbursed to the Contractor such Equipment shall be

the property of the Authority and shall on request be delivered to the Authority. The Contractor will keep a proper inventory of such Equipment and will deliver that inventory to the Authority on request and on completion of the Services.

A.5 INSPECTION OF SERVICES

5.1 The Authority shall have the power to inspect and examine any of the Services at any reasonable time. The Contractor shall provide free of charge all such facilities as the Authority may reasonably require for such inspection and examination. In this Additional Condition, Services include planning or preliminary work in connection with the supply of the Services.

A.6 USE OF AUTHORITY’S PREMISES

6.1 The Contractor shall not use the Authority‟s Premises for any purpose or activity other than the provision of the Services unless given prior approval by the Authority.

6.2 Neither the Contractor nor any of his employees or agents shall carry out any

business or trading activity within the confines of the Authority‟s Premises and no advertisement, sign or notice of any description shall be exhibited without prior approval, in writing, from the Authority.

6.3 Where the Contractor has use of the Authority‟s Premises for the purpose of

performing the Services, the Contractor has such use as licensee only and shall vacate the Authority‟s Premises on completion of the Services or determination of the Contract.

A.7 CONFLICT OF INTEREST

7.1 The Contractor shall ensure that there is no conflict of interest as to be likely to prejudice his impartiality and objectivity in performing the Services and undertakes



that upon becoming aware of any such conflict of interest during the performance of the Services (whether the conflict existed before the award of the Contract or arises during the performance of the Services) he shall immediately notify the Authority in writing of the same, giving particulars of its nature and the circumstances in which it exists or arises and shall furnish such further information as the Authority may reasonably require.

7.2 Where the Authority is of the opinion that the conflict of interest notified to it under

Additional Condition A7.1 is capable of being avoided or removed, the Authority may require the Contractor to take such steps as are necessary to avoid or remove the conflict, at the Contractor‟s expense.

7.3 If the Contractor fails to avoid or remove the conflict the Authority may terminate the

Contract and recover from the Contractor the amount of any loss resulting from such termination.

7.4 Where the Authority is of the opinion that the conflict of interest which existed at the

time of the award of the Contract could have been discovered with the application by the Contractor of due diligence and ought to have been disclosed as required by the tender documents pertaining to it, the Authority may terminate the Contract immediately for breach of a fundamental Condition and, without prejudice to any other rights, recover from the Contractor the amount of any loss resulting from such termination.

A.8 TIMBER AND WOOD-DERIVED PRODUCTS

8.1 For the purposes of this Additional Condition A.8, the following terms shall have the following meanings:

8.1.1 “CPET” means the UK Government‟s Central Point of Expertise on Timber, which provides a free telephone helpline and website to support implementation of the UK Government timber procurement policy. Phone: 01865 243766. Website: www.proforest.net/cpet;

8.1.2 “FLEGT” means Forest Law Enforcement, Governance and Trade, and is a reference to the EU scheme to address the problem of illegally logged timber;

8.1.3 “FLEGT-licensed” means production and process methods, also referred to as timber production standards, as defined by a bilateral Voluntary Partnership Agreement (VPA) between the European Union and a timber-producing country under the FLEGT scheme, where both parties have agreed to establish a system under which timber that has been produced in accordance with the relevant laws of the producing country, and other criteria stipulated by the VPA, are licensed for export by the producing country government. This may also include any timber that has been independently verified as meeting all the producing country's requirements for a FLEGT licence, where a VPA has been signed but the FLEGT licensing system is not fully operational. Evidence from a country that has not signed up to a VPA which demonstrates that all of the requirements equivalent to FLEGT-licensed timber have been met will also be acceptable. CPET will produce further guidance on FLEGT-licensed or equivalent timber in due course;

8.1.4 “Recycled” means recovered wood that prior to being supplied to the Authority

had an end use as a standalone object or as part of a structure. The term "recycled" is used to cover the following categories: pre-consumer recycled wood and wood fibre or industrial by products but excluding sawmill co-

http://www.proforest.net/cpet



products (sawmill co-products are deemed to fall within the category of virgin timber), post-consumer recycled wood and wood fibre, and drift wood. It also covers reclaimed timber which was abandoned or confiscated at least ten years previously;

8.1.5 “Timber and Wood-Derived Products” means any product that contains wood

or wood fibre, with the exception of "Recycled" materials as defined in Additional Condition A8.1.4 above. Such products range from solid wood to those where the manufacturing processes obscure the wood element (e.g. paper). Timber and wood-derived products supplied or used in performance of the Contract that have been recycled or reclaimed are referred to as "recycled" timber, which is defined above. Timber and wood-derived products supplied or used in performance of the contract that are not recycled are referred to as "virgin" timber when the distinction needs to be made for clarity. “Short-rotation coppice” is exempt from the requirements for timber and wood-derived products and falls under agricultural regulation and supervision rather than forestry;

8.1.6 “Short-rotation coppice” means a specific management regime whereby the

poles of trees are cut every one to two years and which is aimed at producing biomass for energy. It is exempt from the UK government timber procurement policy requirements and falls under agricultural regulation and supervision rather than forestry. The exemption only refers to short-rotation coppice, and not 'conventional' coppice which is forest management and therefore subject to the timber policy.

Requirements For Timber

8.2 All Timber and Wood-Derived Products supplied or used by the Contractor in performance of the Contract (including all Timber and Wood-Derived Products supplied or used by Sub-Contractors) shall comply with Schedule 2 (Specification).

Requirements For Proof Of Timber Origin

8.3 If requested by the Authority, and not already provided at the tender evaluation stage, the Contractor shall provide to the Authority evidence that the timber supplied or used in the performance of the Contract complies with the requirements of Schedule 2 (Specification).

8.4 The Authority reserves the right at any time during the execution of the Contract and

for a period of 6 years from final delivery under the Contract to require the Contractor to produce the evidence required for the Authority's inspection within 14 days of the Authority's written request.

8.5 The Contractor shall maintain records of all Timber and Wood Derived Products delivered to and accepted by the Authority. Such information shall be made available to the Authority if requested, for a period of 6 years from final delivery under the Contract.

Independent Verification

8.6 The Authority reserves the right to decide whether the evidence submitted to it demonstrates legality and sustainability, or FLEGT-licence or equivalent, and is



adequate to satisfy the Authority that the Timber or Wood-Derived Product complies with Schedule 2 (Specification). In the event that the Authority is not satisfied, the Contractor shall commission and meet the costs of an "independent verification" and resulting report that will (a) verify the forest source of the timber or wood and (b) assess whether the source meets the relevant criteria.

8.7 In this Contract, "Independent Verification" means that an evaluation is undertaken and reported by an individual or body whose organisation, systems and procedures conform to ISO Guide 65:1996 (EN 45011:1998) General requirements for bodies operating product certification systems or equivalent, and who is accredited to audit against forest management standards by a body whose organisation, systems and procedures conform to ISO 17011: 2004 General Requirements for Providing

Assessment and Accreditation of Conformity Assessment Bodies or equivalent.

Authority's Right To Reject Timber

8.8 The Authority reserves the right to reject any Timber or Wood-Derived Products that do not comply with Schedule 2 (Specification). Where the Authority exercises its right to reject any timber the Contractor shall supply alternative timber, which does so comply, at no additional cost to the Authority and without causing delay to the Contract completion period.

A.9 SUSTAINABLE OPERATIONS ON THE GOVERNMENT ESTATE (SOGE) 9.1 In accordance with the Authority‟s commitments under the Sustainable Operations on

the Government Estate (SOGE) targets, the Contractor shall in its delivery of the Services under this Contract assist the Authority in its delivery of the departmental sustainable operations targets by conserving energy and water, reducing carbon emissions and waste, respecting biodiversity, and increasing recycling where appropriate.



CHANGE CONTROL NOTE (CCN)

CHANGE CONTROL NOTE

CCN number:

Contract title and reference:

Variation title:

Number of pages attached:

WHEREAS the Contractor and the Authority entered into a Contract for the supply of [project name] dated [dd/mm/yyyy] (the "Original Contract") and now wish to amend the Original Contract

IT IS AGREED as follows

1. With effect from [date] the Original Contract shall be amended as set out in this Change Control Note:

Change requestor/originator:

Summary of change:

Reason for change:

Revised Contract Price:

Revised payment schedule:

Revised specification:

Revised Contract period:

Revised programme of work:

Change in Contract Manager(s):

Other change:

2. Save as herein amended all other terms and Conditions of the Original Contract shall remain in full force and effect.

Signed for and on behalf of the Contractor:

By:

Name:

Title:

Date:

Signed for and on behalf of the Authority:

By:

Name:

Title

(Authorised Authority Representative):

Date:



SCHEDULE 1:

PRICING SCHEDULE

1. The pricing information (including the payment programme, payment mechanism and the Contract Price due to the Contractor in consideration for the provision of the G&S) shall be attached to this Schedule as an Appendix.

2. The Contractor shall submit a Valid Invoice to the Authority at the periods specified by the Authority in the Appendix attached to this Schedule. A valid invoice must contain the reference number of the relevant Purchase Order.

3. The Valid Invoices submitted in accordance with paragraph 2 above (and checked and signed by Contractor's Representative as being accurate and complete) shall, where required by the Authority, be accompanied by supporting timesheets containing at least the following information:

the Contractor‟s full name, address and title of the project;

the name of the individuals to whom the timesheet relates and hourly rates for each;

identification of which individuals are Contractor's staff and which are Sub-Contractors;

the address of the Site and the date on which work was undertaken;

the time spent on the site by the individuals concerned;

the time spent working on Site by the individuals concerned (i.e. clocking on and off);

details of the type of work undertaken by the individuals concerned;

details of any plant or materials operated and on standby;

separate identification of any time spent travelling and/or meal or rest breaks;

where appropriate, details of the journey(s) made and distances travelled should be recorded.

The timesheets must be signed, dated and verified by the Contract Manager or Authority supervising officer on Site before the Contractor departs each day. If properly completed and verified timesheets fully covering the work comprised in a Valid Invoice are not received along with a Valid Invoice then the Authority shall have no obligation to pay invoices to which those timesheets relate.

4. Any Contractor time spent on meal or rest breaks shall not be chargeable to or payable by the Authority. Contractor supervisors must ensure that all workers take adequate meal or rest breaks. Where operational plant is not in use during a meal or rest break then it shall also not incur any charges to the Authority. A meal or rest break will include breaks both in or outside an individual‟s workplace along with any time taken in travelling to or from the break location and/or any facilities for cleaning/changing/washing in preparation for or return from a meal or rest break. It is an assumption in the calculation of all timesheets and Valid Invoices that a minimum of 30 minutes break will be taken within a shift of 8 hours, a minimum of 45 minutes break will be taken within a shift of between 8 and 12 hours and a minimum of 1 hour break will be taken within a shift in excess of 12 hours and the Contractor's rates and Contract Price must include such breaks.

5. No overhead costs of the Contractor shall be chargeable to or payable by the Authority unless specifically agreed in writing by the Authorised Authority



Representative and overhead costs shall include, without limitation; facilities, utilities, insurance, tax, head office overheads, indirect staff costs and other costs not specifically and directly ascribable solely to the provision of G&S.

6. If the payment provisions as agreed by the Authority and set out in this Schedule expressly provide that the Authority may be charged for plant which is on standby then in circumstances where such plant was waiting to be transferred between Sites or where the Authorised Authority Representative had instructed that the plant be retained on Site then a standby charge of 60% of agreed rates may be made in respect of such relevant periods as supported by timesheets. Only the time spent by the Contractor's staff in actually working on Site shall be chargeable to or payable by the Authority, it is the Contractor's responsibility to incorporate any necessary travelling time and costs into the overall Contract Price when submitting a tender document. Where plant is on standby because no work was being carried out on Site at that time or no operator or other relevant staff were available (unless the standby is because the Contractor is awaiting licensing off Site on the instructions of the Authorised Authority Representative) then no standby rate shall be chargeable to or payable by the Authority nor will any such charge be made if not expressly agreed by the Authority in writing.

7. No payment will be chargeable to or payable by the Authority in respect of any plant or equipment which is stood down during any notice period pursuant to Condition 34 (Termination of the Contract) and the Contractor shall be under a duty to mitigate such costs as far as is reasonably possible e.g. by reutilising staff, plant, materials and services on other current or forthcoming applications or projects.

8. In submitting any invoice for payment, the Contractor shall produce proper VAT invoices and the Authority shall have no obligation to pay any claimed sums which are not supported by a VAT invoice from the Contractor. Only the Contractor's Valid Invoices may be submitted for payment, no invoices from any other party will be payable by the Authority.

9. Expenses may only be claimed by the Contractor where these are clearly identified and agreed by the Authorised Authority Representative in writing.

10. Where the Authority, at the sole discretion makes any payment to the Contractor prior to the submission of an invoice (whether an interim payment or any other payment whatsoever) then this payment shall be on account of and deductible from the next payment to be made. If any overpayment has been made or the payment or any part is not supported by a Valid Invoice or timesheet in accordance with the requirements of this Contract then the Authority shall be entitled to recover this payment against future invoices raised or directly from the Contractor. All payments made by the Authority to a Contractor shall be on an interim basis pending final resolution of an account with a Contractor in accordance with the terms of this Pricing Schedule.

11. Any late payment of undisputed invoices by the Authority will be subject to interest at the rate of a maximum of 3% above the base rate from time to time of Barclays Bank plc.

12.

VARIATION

Variation of this Pricing Schedule shall only be valid if agreed by the Authorised Authority Representative and confirmed by that Authorised Authority Representative in writing by no later than 24 hours of an agreed variation under a Contract Change Note.



13. SERVICE AND /OR GOODS

13.1 if in any Measurement Period (as defined below) the Contractor fails to provide the G&S in accordance with the levels as set out in Schedule 2 (Specification), credits may accrue (“G&S Credits”).

13.2 Each G&S Credit that accrues shall have a monetary value equated to it as follows:

Services to be Performed and/or

Goods to be Delivered

G&S Credit Monetary Value

13.2 at the end of each Measurement Period, the monetary value of the G&S Credits shall be calculated by the Contractor and notified to the Authority in writing no later than one week after the end of that Measurement Period. For the purposes of this Additional Condition, “Measurement Period” shall mean the measurement period for calculating Service Credits, as set out herein.

13.2 in accordance with clause 13.3 of this Schedule 1 (Pricing Schedule), the Contractor shall either:

a) issue a credit note to the Authority in respect of the monetary value of any accrued G&S Credits as a credit against any future charges due from the Authority; or

b) pay the monetary value of the G&S Credits to the Authority.

13.2 at the Authority‟s discretion G&S Credits in respect of a Measurement Period may be waived, provided that, such waiver is given expressly in writing by the Authorised Authority Representative.



APPENDIX

[Pricing Information to include: Contract Price, payment profile and payment mechanism.]



GENERAL CONDITIONS OF CONTRACT

DEPARTMENT FOR ENVIRONMENT, FOOD AND RURAL AFFAIRS

1 DEFINITIONS AND INTERPRETATION

DURATION OF THE CONTRACT

ENTIRE AGREEMENT

PERFORMANCE

VARIATION

MEETINGS AND REPORTS

INVOICES AND PAYMENT

PRICE AND ADJUSTMENT

FACTORS AFFECTING THE SUPPLY OF GOODS OR SERVICES

CONTRACTOR‟S STATUS

RECOVERY OF SUMS DUE

INTELLECTUAL PROPERTY AND RETENTION OF INFORMATION

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

AUTHORITY DATA

PROTECTION OF PERSONAL DATA

FREEDOM OF INFORMATION

CONFIDENTIALITY

WARRANTIES

SECURITY REQUIREMENTS

AUDIT

INDEMNITY AND INSURANCE

CORRUPT GIFTS AND PRACTICES

OFFICAL SECRETS ACT

UNLAWFUL DISCRIMINATION

HEALTH AND SAFETY

ENVIRONMENTAL REQUIREMENTS

UNSATISFACTORY PERFORMANCE

ASSIGNMENT, SUB-CONTRACTORS AND CONTRACTORS

MERGER, TAKEOVER OR CHANGE OF CONTROL

SERVICE OF NOTICES AND COMMUNICATIONS

SEVERANCE

WAIVER

RE-TENDERING AND HANDOVER

TERMINATION OF THE CONTRACT

TERMINATION ON NOTICE

DISPUTE RESOLUTION

RIGHTS OF THIRD PARTIES

GOVERNING LAW

EXIT MANAGEMENT

EXIT PROCEDURE

ADDITIONAL TERMS AND CONDITIONS

The Conditions may only be varied with the written agreement of the Authority and in accordance with any specific requirements of any Additional Conditions. No terms or conditions put forward at any time by the Contractor shall form any part of the Contract.



1. DEFINITIONS AND INTERPRETATION

In this Contract, unless the context requires otherwise, the following words and phrases shall have the following meanings:-

a. “Additional Conditions” means the additional conditions which may apply to the Contract and are set out in Section 2 to this Contract;

b. “Affiliate” means in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that body corporate from time to time;

c. “Authorised Authority Representative” means for the purpose of the Contract Change Note the Authority representative named in CCN as authorised to approve variations of price;

d. “Authority” means the Secretary of State for Environment, Food and Rural Affairs, (acting through the Department for Environment, Food and Rural Affairs) and any persons authorised to act on the Secretary of State‟s behalf or any other body established by the Crown or under statute in order substantially to perform any of the functions that had been previously performed by the Authority;

e. “Authority‟s Confidential Information” means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel, and suppliers of the Authority, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked “confidential”) or which ought reasonably be considered to be confidential;

f. “Authority Data” means a) the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which are: i) supplied to the Contractor by or on behalf of the Authority; or (ii) which the Contractor is required to generate, process, store or transmit pursuant to this Contract; or b) any Personal Data for which the Authority is the Data Controller;

g. “Authority‟s Premises” means land or buildings occupied, owned or leased by the Authority or any other servant of the Crown, where the G&S are to be supplied;

h. “Authority‟s Property” means anything issued or otherwise provided in connection with the Contract by or on behalf of the Authority or any person authorised to act on its behalf;

i. “Authority Software” means software which is owned by or licensed to the Authority, including software which is or will be used by the Contractor for the purposes of providing the G&S but excluding the Contractor Software;

j. “Authority System” means the Authority‟s computing environment (consisting of hardware, software and/or telecommunications networks or equipment) used by the Authority or the Contractor in connection with this Contract which is



owned by or licensed to the Authority by a third party and which interfaces with the Contractor System or which is necessary for the Authority to receive the G&S;

k. “Breach of Security” means the occurrence of unauthorised access to or use of the Authority‟s Premises, the Sites, the G&S, the Contractor System, or any ICT or data (including the Authority Data) used by the Authority or the Contractor in connection with the Contract;

l. “Change Control Note” (“CCN”) means the agreed form document annexed as an Additional Condition to the Contract;

m. “Commencement Date” means the date specified in the Form of Contract for the commencement of the G&S;

n. “Commercially Sensitive Information” means the information listed in Schedule 3 (Commercially Sensitive Information) comprising the information of a commercially sensitive nature relating to the Contractor, its IPR or its business or which the Contractor has indicated to the Authority that, if disclosed by the Authority, would cause the Contractor significant commercial disadvantage or material financial loss;

o. “Conditions” means the conditions of the Contract;

p. “Confidential Information” means the Authority‟s Confidential Information and/or the Contractor‟s Confidential Information;

q. “Contract” means the agreement between the Authority and the Contractor consisting of the following documents: Section 1 (Form of Contract); Section 2 (Additional Conditions); Schedule 1 (Pricing Schedule); Section 3 (General Conditions of Contract); Schedule 2 (Specification); Schedule 3 (Commercially Sensitive Information); Schedule 4 (Contractor Software and Third Party Software); Schedule 5 (Security Policy and Plan); and Schedule 6 (Business Continuity and Disaster Recovery). In the event of any conflict between any of these documents, they shall be given precedence in the order listed;

r. “Contract Manager” means the official of the Authority, or other person employed in that capacity, appointed by the Authority to act on its behalf for the purpose of managing the Contract;

s. “Contract Price” means the price or prices payable to the Contractor by the Authority under the Contract for the full and proper supply of the G&S, as detailed in Schedule 1 (the Pricing Schedule);

t. “Contracting Authority” means any contracting authority (other than the Authority) as defined in Regulation 3 of the Public Contracts Regulations 2006 (SI 2006/5) as amended from time to time;

u. “Contractor” means the party to the Contract responsible for supplying the G&S;

v. “Contractor‟s Background IPRs” means (a) IPRs owned by the Contractor before the Commencement Date, for example those subsisting in the Contractor‟s standard development tools, program components or standard



code used in computer programming or in physical or electronic media containing the Contractor‟s Know-How or generic business methodologies; and/or (b) IPRs created by the Contractor independently of this Contract;

w. “Contractor‟s Confidential Information” means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of the Contractor, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as “confidential”) or which ought reasonably to be considered to be confidential, including the Commercially Sensitive Information;

x. “Contractor Equipment” means the hardware, computer and telecoms devices and equipment supplied by the Contractor or its Sub-Contractor (but not hired, leased or loaned from the Authority) for the provision of the G&S;

y. “Contractor Personnel” means all employees, agents, consultants and contractors of the Contractor and/or of any Sub-Contractor;

z. “Contractor‟s Representative” means any competent person appointed by the Contractor to be his representative in relation to the performance of the Contract who will receive and act on any directions given by the Contract Manager;

aa. “Contractor Software” means software which is proprietary to the Contractor, including software which is or will be used by the Contractor for the purposes of providing the G&S.

bb. “Contractor System” means the information and communications technology system used by the Contractor in performing the G&S including the Software, the Contractor Equipment and related cabling (but excluding the Authority System;

cc. “Control” means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled" shall be interpreted accordingly;

dd. “Crown Body” means any department, office or agency of the Crown;

ee. “Data Controller” shall have the same meaning as set out in the Data Protection Act 1998;

ff. “Data Processor” shall have the same meaning as set out in the Data Protection Act 1998;

gg. “Data Protection Legislation” means the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;



hh. “Data Subject” shall have the same meaning as set out in the Data Protection Act 1998;

ii. “Date Compliant” means that no previous or future date change has had or will have any adverse impact on the performance or functionality of the Contractor System;

jj. “Due Payment Date” means the date for payment for the G&S, which, in respect of any invoice, is thirty (30) days after receipt by the Authority of a Valid Invoice;

kk. “Environmental Information Regulations” means the Environmental Information Regulations 2004 (SI 2004/3391) as amended from time to time;

ll. “Equipment” means all equipment, materials, consumables and plant other than the Authority‟s Property to be used by the Contractor in the provision of the G&S;

mm. “Euro Compliant” means that : i) the introduction of the euro within any part of the UK shall not affect the performance or functionality of any relevant items nor cause such items to malfunction, end abruptly, provide invalid results or adversely affect the Authority‟s business; ii) all currency-reliant and currency-related functions (including all calculations concerning financial data) of any relevant items enable the introduction and operation of the euro; and iii) in particular each and every relevant item shall, to the extent it performs or relies upon currency-related functions (including all calculations concerning financial data): a) be able to perform all such functions in any number of currencies and/or in Euros; b)during any transition phase applicable to the UK, be able to deal with multiple currencies and in relation to the euro and the national currency of UK dual denominations; c) recognise accept, display and print all the euro currency symbols and alphanumeric codes which may be adopted by any government and other European Union body in relation to the euro; d) incorporate protocols for dealing with rounding and currency conversion; e) recognise data irrespective of the currency in which it is expressed (which includes the euro) and express any output data in the national currency of the UK and/or the euro; and f) permit the input of data in euro and display an outcome in euro where such data, supporting the Authority‟s normal business practices, operates in euro and/or the national currency of the UK;

nn. “Form of Contract” means the document signed by or on behalf of the Parties confirming their willingness to enter into and be bound by the terms of the Contract;

oo. “FOIA” means the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation;

pp. “G&S” means the Goods and/or Services to be supplied by the Contractor to the Authority and set out in Schedule 2 (Specification);

qq. “Goods” means any goods to be supplied to the Authority by or on behalf of the Contractor under the Contract, which shall include all goods supplied by the Contractor whether before or after the Commencement Date provided that the



Contractor has been provided with a copy of the Conditions prior to the supply of the goods;

rr. “Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;

ss. “Head of Security” means the official of the Authority, or other person employed in that capacity with responsibility to the Authority for security issues;

tt. “HMG Security Policy Framework” means the Cabinet Office Security Policy Framework (available from the Cabinet Office Security Policy Division) as updated from time to time;

uu. “ICT Environment” means the Authority System and the Contractor System;

vv. “Information” has the meaning given under section 84 of the Freedom of Information Act 2000;

ww. “Information Assurance Standards” means the HMG Information Security Standards issued by the Cabinet Office as a supplement to the HMG Security Policy Framework;

xx. “Intellectual Property Right(s)” and “IPR” mean patents, registered designs, registered trademarks or service marks and applications for any of the above, design rights, copyrights, database rights for the purposes of the Copyright and Rights in Databases Regulations 1997, unregistered trademarks or service marks, Know-How, trade names, technical information, domain names and any other similar rights in any jurisdiction;

yy. “Know-How” means all information not in the public domain held in any form (including without limitation that comprised in or derived from drawings, data formulae, patterns, specifications, notes, samples, chemical compounds, biological materials, computer software, component lists, instructions, manuals, brochures, catalogues and process descriptions and scientific approaches and methods);

zz. “Law” means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any Regulatory Body, delegated or subordinate legislation or notice of any Regulatory Body;

aaa. “Malicious Software” means any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence;

bbb. “Month” means calendar month unless otherwise defined;

ccc. “Personal Data” shall have the same meaning as set out in the Data Protection Act 1998;

ddd. “Premises” means any land or buildings where the G&S are to be supplied;



eee. “Pricing Schedule” means the pricing information approved by the Authority and set out in Schedule 1 together with Appendix. That information may include, without limitation, details of the Contract Price, the payment programme and the payment mechanism;

fff. “Process” has the meaning given to it under the Data Protection Legislation but for the purposes of this Contract, it shall include both manual and automatic processing;

ggg. “Programme” means any programme or timetable agreed by the Parties to the Contract, which regulates or specifies the period or periods for the supply of the G&S or any part of them, together with any activities ancillary to the supply of the G&S or the preparation and submission of reports;

hhh. “Protectively Marked” shall have the meaning as set out in the HMG Security Policy Framework;

iii. “Purchase Order” means the document in which the Authority specifies the G&S which are to be supplied by the Contractor under the Contract;

jjj. "Related Service Provider" any person who provides services to the Authority in relation to the G&S from time to time;

kkk. “Regulatory Body” means those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other affairs of the Authority;

lll. “Request for Information” means a request for information or an apparent request under the Secretary of State for Constitutional Affairs' Code of Practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000, FOIA or the Environmental Information Regulations;

mmm. “Service(s)” means any Services detailed in the Specification, which the Contractor is required to carry out under the Contract;

nnn. “Site” means any premises of the Contractor being used in connection with the provision of the G&S;

ooo. “Staff Vetting Procedures” means the Authority‟s procedures and departmental policies for the vetting of personnel whose role will involve the handling of information of a sensitive or confidential nature or the handling of information which is subject to any relevant security measures, including, but not limited to, the provisions of the Official Secrets Acts 1911-1989;

ppp. “Standards” means the quality standards published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardization or other reputable or equivalent body, (and their successor bodies) that a skilled and experienced operator in the same type of industry or business sector as the Contractor would reasonably and ordinarily be expected to comply with, and as may be further detailed in the Specification;



qqq. “Software” means Specially Written Software, Contractor Software and Third Party Software;

rrr. “Specially Written Software” means any software created by the Contractor (or by a third party on behalf of the Contractor) specifically for the purposes of this Contract;

sss. “Specification” means the description of the G&S as set out in Schedule 2 (Specification);

ttt. “Sub–Contractor” means a third party directly or indirectly contracted to the Contractor whose (irrespective of whether such person is an agent or company within the same group of companies as the Contractor) services and/or goods are used by the Contractor (either directly or indirectly) in connection with the provision of the G&S, and “Sub-Contract” shall be construed accordingly;

uuu. “Third Party Software” means software which is proprietary to any third party which is or will be used by the Contractor for the purposes of providing the G&S;

vvv. “Valid Invoice” means an invoice accompanied by the records and information referred to in Condition 7 and as set out in Schedule 1 (the Pricing Schedule) and any Additional Conditions;

www. “Value Added Tax” or “VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994, as amended from time to time;

xxx. “Variation” means a properly executed variation to the Contract;

yyy. “Working Days” means any day other than a Saturday, Sunday or public holiday in England and Wales;

zzz. “Year” means a twelve (12) month period commencing on and including the Commencement Date or any anniversary thereof.

1.2 Unless the context requires otherwise, the singular shall include the plural and vice versa, and the masculine shall include the feminine and vice versa.

1.3 The headings are inserted for convenience only and shall not affect the interpretation of the Contract.

1.4 Reference to any legislative and statutory requirement or similar instrument shall be deemed to include reference to any subsequent amendment to them.

1.5 References to any person shall, as the context may require, be construed as a reference to any individual, firm, company, corporation, government department, agency or any association or partnership (whether or not having a separate legal personality).

2. DURATION OF THE CONTRACT

2.1. Subject to the Authority‟s rights of termination under these Conditions, the Contract shall be in force from the Commencement Date and the G&S shall be supplied by the



Contractor in accordance with the dates and timetables specified in any Programme, or, if no dates and timetables are specified, until the G&S are supplied to the satisfaction of the Authority.

2.2. The following Conditions (either wholly or in part) shall continue after the expiry or termination of the Contract: 1, 12, 13, 14, 15, 16, 17, 20, 21, 23, 28, 37 and 38 and any Additional Conditions which expressly or by implication continue in effect after expiry or termination of the Contract.

3. ENTIRE AGREEMENT

3.1. The Contract constitutes the entire agreement between the Parties in respect of the matters dealt with therein. The Contract supersedes all prior negotiations between the Parties and all representations and undertakings made by one Party to the other, whether written or oral, except that this clause shall not exclude liability in respect of any Fraud or fraudulent misrepresentation. For the purposes of this clause, “Fraud” means any offence under Laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

4. PERFORMANCE

4.1. The Contractor shall supply the G&S in accordance with the provisions of the Contract.

5. VARIATION

5.1. The Authority shall have the right, by notice to the Contractor, to vary the G&S, subject to the Variation being related to the nature of the G&S. Such Variation shall not invalidate the Contract.

5.2. The Contractor, on receipt of a notice to vary the G&S, will provide the Authority with a written estimate of the impact of the variation on the duration of the Contract and the overall price. If additional resources are required to be provided by the Contractor to achieve the variation then increased costs may be agreed, but the Contractor will not use the notice to vary the G&S as a justification for increasing the hourly rate or other unit cost of supplying the G&S.

5.3. Any variation to the Contract will not take effect unless recorded in a Change Control Note and approved by the Authorised Authority Representative referred to in that Change Control Note.

5.4. The provisions of Condition 5.3 may be varied in an emergency situation where it is not practicable to obtain the approval of the Authorised Authority Representative within the time necessary to make the variation in order to address the emergency. In such a situation, variations may be approved by the Authority supervisor for the project or Contract in question. However, the Authorised Authority Representative shall have the right to review such a variation and require a Change Control Note to be entered into on a retrospective basis which may itself vary the emergency variation.



6. MEETINGS AND REPORTS

6.1. The Contractor shall, subject to reasonable notice, attend all meetings as specified in the Contract or otherwise arranged by the Authority, for the discussion of matters concerned with the G&S.

6.2. Without prejudice to the submission of reports as specified under the Contract, the Contractor shall render any additional reports relating to the G&S at such time or times, and in such form as the Contract Manager may reasonably require.

7. INVOICES AND PAYMENT

7.1. In consideration of the satisfactory provision of the G&S, the Authority shall pay the Contract Price, as detailed in Schedule 1 (the Pricing Schedule), subject to Conditions 7.2 to 7.8 below.

7.2. Where G&S are supplied on the basis of the Authority's estimation of their requirements it is acknowledged and agreed that the total payments made by the Authority to a Contractor shall be fully reconciled pending final resolution of an account with a Contractor in accordance with the G&S actually required by and supplied to the Authority rather than on the basis of the estimate.

7.3. The Contractor shall submit a Valid Invoice to the Authority, at such periods as is either specified in Schedule 1 (the Pricing Schedule) or otherwise agreed with the Authority.

7.4. The Contractor shall submit with the invoice, all such records and information as the Authority may specify in any Additional Conditions or, if not specified in Additional Conditions all such records and information as the Authority may reasonably require including, but not limited to validated time sheets, details and evidence of expenses incurred or invoices paid, and such other documents as are necessary to enable the Authority to verify the information and the amounts referred to in that invoice. The Contractor must include the relevant Purchase Order number on all invoices submitted to the Authority for payment.

7.5. Unless otherwise stated in the Contract, payment will be made on or before the Due Payment Date. No interest shall start to run in respect of any payment due before the expiry of the Due Payment Date.

7.6. Subject to Condition 7.7, unless the Contract states that the Contract Price is inclusive of Value Added Tax (“VAT”), the Authority shall, where applicable, pay the Contractor, in addition to the Contract Price, a sum equal to the VAT chargeable on the value of the G&S.

7.7. The Contractor shall show the amount of VAT payable separately on all invoices as an extra charge. Where the Contractor fails to show VAT on any invoice, the Authority will not, at any later date, be liable to pay the Contractor any additional VAT.

7.8. The Contractor must exercise care not to charge VAT on expenses which are not chargeable to VAT.

8. PRICE AND ADJUSTMENT

8.1. Subject to any Variation of the G&S, the Contract Price shall remain fixed throughout the duration of the Contract.



8.2. In the event that the Contract is varied, the Contract Price shall be reasonably increased or decreased by written agreement between the Contractor and Authority, in line with Schedule 1 (the Pricing Schedule) or as otherwise agreed in writing.

9. FACTORS AFFECTING THE SUPPLY OF GOODS OR SERVICES

9.1. The Contractor is deemed to have understood the nature and extent of the G&S, the means of communication with and access to the Authority‟s Premises, and suitability of the supply of and conditions affecting labour, any Equipment necessary for the G&S and the suitability thereof, subject to all such matters being reasonably discoverable by the Contractor.

9.2. The Authority shall, at the request of the Contractor, grant such access to the Authority‟s Premises as may be reasonable for this purpose.

10. CONTRACTOR’S STATUS

10.1. In supplying the G&S the Contractor shall be acting as principal and not as the agent or employee of the Authority. Accordingly:

10.1.1 the Contractor shall not (and shall ensure that any other person engaged in

relation to the Contract shall not) say or do anything that might lead any other person to believe that the Contractor is acting as the agent or employee of the Authority, and

10.1.2 nothing in the Contract shall impose any liability on the Authority in respect

of any liability incurred by the Contractor to any other person but this shall not be taken to exclude or limit any liability of the Authority to the Contractor that may arise by virtue of either a breach of this Contract or any negligence on the part of the Authority, its staff or agents.

11. RECOVERY OF SUMS DUE

11.1. Whenever, any sum of money is recoverable from the Contractor or otherwise payable by the Contractor to the Authority or to any other agency of the Crown (including any sum the Contractor is liable to pay in respect of any breach of the Contract), the Authority may unilaterally deduct that sum from any sum then due, or which at any later time becomes due to the Contractor under this Contract, or any other contract with the Authority, or with any other agency of the Crown.

11.2. The Authority shall give at least twenty one (21) days notice to the Contractor of its intention to make a deduction under Condition 11.1.

11.3. Any overpayment by the Authority to the Contractor, whether of the Contract Price or of VAT, shall be a sum of money recoverable by the Authority from the Contractor.

12. INTELLECTUAL PROPERTY AND RETENTION OF INFORMATION

12.1. Subject to any prior rights and to the rights of third parties, the Contractor hereby assigns copyright to the Crown and all other Intellectual Property Rights to the Authority, in all reports, documents and things produced under the Contract.

12.2. The Contractor hereby warrants to the Authority that any person engaged in relation to the Contract will be engaged on terms which do not entitle them to copyright or any other Intellectual Property Right in any report, document or thing produced under the Contract.



12.3. Without prejudice to the generality of the foregoing, any Intellectual Property Rights in or over any Know-How or any other material which may be supplied to the Contractor by the Authority or any government department in relation to the Contract shall remain vested in the Authority or government department (as the case may be) and, for the avoidance of doubt, such supply shall entitle the Contractor only to use such rights to the extent necessary to perform the Contract and shall not constitute an assignment of such Intellectual Property to the Contractor or any other person.

12.4. Without prejudice to Condition 12.1 above, where it is necessary for the purpose of performing the G&S, for the Contractor or any other person engaged in relation to the Contract, to acquire any right of use in or over property (including any copyright or licence to use copyright material and any other Intellectual Property Right), such rights shall be acquired by the Contractor (whether by transfer, assignment, licence, sub-licence, grant or by any other means whatsoever), and the costs of acquisition of such shall be reimbursed to the Contractor by the Authority. Any such rights of use will only be acquired upon terms which will enable the Contractor, at his expense and upon subsequent request by the Crown and/or the Authority, to undertake such measures as are necessary to vest those rights of use in the Crown and/or the Authority to the full extent enjoyed by the Contractor, without need for any other permission, authorisation or consent.

12.5. The information collected pursuant to the Contract (excluding any information which in the reasonable opinion of the Authority is confidential to the Contractor or which has been communicated to the Contractor under a condition that it shall be confidential to the Contractor) shall be the property of the Crown and/or the Authority and all original documents in whatever form which contain that information, including any computer tape or disk, any voice recording and any special computer programme written to give access to the information, shall on request be deposited with the Authority.

13. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

13.1. Each party to the Contract shall inform the other promptly if it becomes aware of any infringement or potential infringement of any of the Intellectual Property Rights, and the Parties shall consult with each other to decide the best way to respond to such infringement.

13.2. If any warning letter or other notice of infringement is received by a party, or legal action is commenced against a party, alleging infringement of third party rights in the manufacture, use or sale of any licensed product or use of any patents or Intellectual Property Rights, that party shall promptly provide full details to the other party, and the Parties shall discuss the best way to respond.

14. AUTHORITY DATA

14.1 The Contractor shall not delete or remove any proprietary notices contained within or relating to the Authority Data.

14.2 The Contractor shall not store, copy, disclose, or use the Authority Data except as necessary for the performance by the Contractor of its obligations under this Contract or as otherwise expressly authorised in writing by the Authority.

14.3 To the extent that Authority Data is held and/or processed by the Contractor, the Contractor shall supply that Authority Data to the Authority as requested by the Authority in the format specified in Schedule 2 (Specification).



14.4 The Contractor shall take responsibility for preserving the integrity of Authority Data and preventing the corruption or loss of Authority Data.

14.5 The Contractor shall perform secure back-ups of all Authority Data and shall ensure that up-to-date back-ups are stored off-site. The Contractor shall ensure that such back-ups are made available to the Authority immediately upon request.

14.6 The Contractor shall ensure that any system on which the Contractor holds any Authority Data, including back-up data, is a secure system that complies with the HMG Security Policy Framework.

14.7 If the Authority Data is corrupted, lost or sufficiently degraded as a result of the Contractor's default so as to be unusable, the Authority may:

14.7.1 require the Contractor (at the Contractor's expense) to restore or procure the restoration of Authority Data and the Contractor shall do so promptly; and/or

14.7.2 itself restore or procure the restoration of Authority Data, and shall be repaid by the Contractor any reasonable expenses incurred in doing so.

14.8 If at any time the Contractor suspects or has reason to believe that Authority Data has or may become corrupted, lost or sufficiently degraded in any way for any reason, then the Contractor shall notify the Authority immediately and inform the Authority of the remedial action the Contractor proposes to take.

15. PROTECTION OF PERSONAL DATA

15.1 With respect to the Parties' rights and obligations under this Contract, the Parties agree that the Authority is the Data Controller and that the Contractor is the Data Processor.

15.2 The Contractor shall:

15.2.1 Process the Personal Data only in accordance with instructions from the Authority (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the Authority to the Contractor during the Contract);

15.2.2 Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the G&S or as is required by Law or any Regulatory Body;

15.2.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;

15.2.4 take reasonable steps to ensure the reliability of any Contractor Personnel who have access to the Personal Data;



15.2.5 obtain prior written consent from the Authority in order to transfer the Personal Data to any Sub-Contractors or Affiliates for the provision of the G&S;

15.2.6 ensure that all Contractor Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this Condition 15;

15.2.7 ensure that none of Contractor Personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Authority;

15.2.8 notify the Authority (within five Working Days) if it receives:

15.2.8.1 a request from a Data Subject to have access to that person's Personal Data; or

15.2.8.2 a complaint or request relating to the Authority's obligations under the Data Protection Legislation;

15.2.9 provide the Authority with full cooperation and assistance in relation to any complaint or request made, including by:

15.2.9.1 providing the Authority with full details of the complaint or request;

15.2.9.2 complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Authority's instructions;

15.2.9.3 providing the Authority with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Authority); and

15.2.9.4 providing the Authority with any information requested by the Authority;

15.2.10 permit the Authority or the Authorised Authority Representative (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit, in accordance with Condition 20 (Audit), the Contractor's data Processing activities (and/or those of its agents, subsidiaries and Sub-Contractors) and comply with all reasonable requests or directions by the Authority to enable the Authority to verify and/or procure that the Contractor is in full compliance with its obligations under this Contract;

15.2.11 provide a written description of the technical and organisational methods employed by the Contractor for processing Personal Data (within the timescales required by the Authority); and

15.2.12 not Process Personal Data outside the European Economic Area without the prior written consent of the Authority and, where the Authority consents to a transfer, to comply with:

15.2.12.1 the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection



Act 1998 by providing an adequate level of protection to any Personal Data that is transferred; and

15.2.12.2 any reasonable instructions notified to it by the Authority.

15.3 The Contractor shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Contract in such a way as to cause the Authority to breach any of its applicable obligations under the Data Protection Legislation.

16. FREEDOM OF INFORMATION

16.1 The Contractor acknowledges that the Authority is subject to the requirements of the Secretary of State for Constitutional Affairs' Code of Practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000, FOIA and the Environmental Information Regulations and shall assist and cooperate with the Authority to enable the Authority to comply with its Information disclosure obligations.

16.2 The Contractor shall and shall procure that its Sub-Contractors shall:

16.2.1 transfer to the Authority all Requests for Information that it receives as soon as practicable and in any event within two Working Days of receiving a Request for Information;

16.2.2 provide the Authority with a copy of all Information in its possession, or power in the form that the Authority requires within five Working Days (or such other period as the Authority may specify) of the Authority's request; and

16.2.3 provide all necessary assistance as reasonably requested by the Authority to enable the Authority to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations.

16.3 The Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the Secretary of State for Constitutional Affairs' Code of Practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000, FOIA or the Environmental Information Regulations.

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

16.5 The Contractor acknowledges that (notwithstanding the provisions of Condition 16) the Authority may be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Contractor or the G&S:

16.5.1 in certain circumstances without consulting the Contractor; or

16.5.2 following consultation with the Contractor and having taken their views into account;

provided always that where 16.5.1 applies the Authority shall, in accordance with any recommendations of the Code mentioned in Condition 16.3 above, take reasonable



steps, where appropriate, to give the Contractor advanced notice, or failing that, to draw the disclosure to the Contractor‟s attention after any such disclosure.

16.6 The Contractor shall ensure that all Information is retained for disclosure and shall permit the Authority to inspect such records as requested from time to time.

16.7 The Contractor acknowledges that the Commercially Sensitive Information listed in Schedule 3 (Commercially Sensitive Information) is of indicative value only and that the Authority may be obliged to disclose it in accordance with Condition 16.5.

16.8 The Authority shall not be liable for any loss, damage, harm or other detriment suffered by the Contractor arising from the disclosure of any information falling within the scope of the FOIA legislation.

17. CONFIDENTIALITY

17.1 Except to the extent set out in this Condition or where disclosure is expressly permitted elsewhere in this Contract, each party shall:

17.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and

17.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent.

17.2 Condition 17.1 shall not apply to the extent that:

17.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Secretary of State for Constitutional Affairs' Code of Practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000 or the Environmental Information Regulations pursuant to Condition 16 (Freedom of Information);

17.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

17.2.3 such information was obtained from a third party without obligation of confidentiality;

17.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or

17.2.5 it is independently developed without access to the other party's Confidential Information.

17.3 The Contractor may only disclose the Authority's Confidential Information to the Contractor Personnel who are directly involved in the provision of the G&S and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality.

17.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Authority's Confidential Information received otherwise than for the purposes of this Contract.



17.5 At the written request of the Authority, the Contractor shall procure that those members of the Contractor Personnel identified by the Authority, sign a confidentiality undertaking prior to commencing any work in accordance with this Contract.

17.6 Nothing in this Contract shall prevent the Authority from disclosing the Contractor's Confidential Information:

17.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority;

17.6.2 to any consultant, contractor or other person engaged by the Authority or any person conducting an Office of Government Commerce gateway review;

17.6.3 for the purpose of the examination and certification of the Authority's accounts; or

17.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources.

17.7 The Authority shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-Contractor to whom the Contractor's Confidential Information is disclosed pursuant to Condition 17.6 is made aware of the Authority's obligations of confidentiality.

18. WARRANTIES

18.1 The Contractor warrants, represents and undertakes for the duration of the Contract that:

18.1.1 all personnel used to provide the G&S will be vetted in accordance with Good Industry Practice, the HMG Security Policy Framework and the Standards;

18.1.2 it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Contract;

18.1.3 it has and will continue to have all necessary rights in and to the Contractor Software or the Third Party Software and/or the Contractor's Background IPRs, or any other materials made available by the Contractor and/or the Sub-Contractors to the Authority necessary to perform the Contractor's obligations under this Contract;

18.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the Contractor will:

18.1.4.1 be currently supported versions of that Software; and

18.1.4.2 perform in all material respects in accordance with its specification,

1.



18.1.5 as at the Commencement Date all statements and representations in the Contractor's response to the Invitation to Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;

18.1.6 the Contractor System and assets used in the performance of the G&S:

18.1.6.1 will be free of all encumbrances;

18.1.6.2 will be Date Compliant; and

18.1.6.3 will be Euro Compliant.

18.1.6.4 it shall at all times comply with Law in carrying out its obligations under this Contract.

19. SECURITY REQUIREMENTS

19.1 The Contractor shall comply, and shall procure the compliance of the Contractor Personnel, with the HMG Security Policy Framework.

19.2 The Authority shall notify the Contractor of any changes to the HMG Security Policy Framework.

19.3 If the Contractor believes that a change or proposed change to the HMG Security Policy Framework will have a material and unavoidable cost implication to the G&S it may submit a change request. In doing so, the Contractor must support its request by providing evidence of the cause of any increased costs and the steps that it has taken to mitigate those costs. Any change to the Contract Price will not take effect unless recorded in a Change Control Note and approved by the Authorised Authority Representative referred to in that Change Control Note.

19.4 Until and/or unless a change to Schedule 1 (the Pricing Schedule) is agreed by the Authority pursuant to Condition 19.3 the Contractor shall continue to provide the G&S in accordance with its existing obligations.

Malicious Software

19.5 The Contractor shall, as an enduring obligation throughout the Contract, use the latest versions of anti-virus definitions available from an industry accepted anti-virus software vendor to check for and delete Malicious Software from the ICT Environment.

19.6 Notwithstanding Condition 19.5, if Malicious Software is found, the Parties shall co-operate to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Authority Data, assist each other to mitigate any losses and to restore the provision of G&S to their desired operating efficiency.

19.7 Any cost arising out of the actions of the Parties taken in compliance with the provisions of Condition 19.6 shall be borne by the Parties as follows:



19.7.1 by the Contractor where the Malicious Software originates from the Contractor Software, the Third Party Software or the Authority Data (whilst the Authority Data was under the control of the Contractor); and

19.7.2 by the Authority if the Malicious Software originates from the Authority Software or the Authority Data (whilst the Authority Data was under the control of the Authority).

Contractor Personnel – Staffing Security

19.8 The Contractor shall comply with the Staff Vetting Procedures in respect of all Contractor Personnel employed or engaged in the provision of the G&S. The Contractor confirms that all Contractor Personnel employed or engaged by the Contractor at the Commencement Date were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures.

19.9 The Contractor shall provide training on a continuing basis for all Contractor Personnel employed or engaged in the provision of the G&S in compliance with the HMG Security Policy Framework.

20. AUDIT

20.1 The Contractor agrees that the Authority shall be entitled to audit the Contractor‟s

performance of the G&S and shall have full access to the Contractor's records on an open-book basis in order to do so.

20.2 The Contractor agrees to make available to the Authority, free of charge, whenever

requested, copies of audit reports obtained by the Contractor in relation to the G&S.

20.3 The Contractor shall retain each record, item of data and document relating to the G&S for a period of at least six (6) years from the date of its creation.

20.4 The Contractor shall permit duly authorised agents of the Authority and/or the National Audit Office or European Court of Auditors to examine the Contractor‟s records and documents relating to the Contract and to provide such copies and oral or written explanations as may reasonably be required.

20.5 This Condition does not constitute a requirement or agreement for the examination, certification or inspection of the accounts of the Contractor under section 6(3) and 6(5) of the National Audit Act 1983.

21. INDEMNITY AND INSURANCE

21.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors on demand from and against all legal liability for:

21.1.1 death or personal injury; 21.1.2 loss of or damage to property (including property belonging to the Crown or

the Authority, or for which it is responsible); 21.1.3 breach of statutory duty; and 21.1.4 actions, claims, demands, costs, charges and expenses (including legal

expenses on an indemnity basis),



which arise out of or in connection with the provision of the G&S (including those arising from or incurred by reason of any infringement or alleged infringement (including but not limited to the defence of such alleged infringement in the United Kingdom) of any Intellectual Property Rights).

21.2 The indemnity contained in Condition 21.1 shall not apply to the extent that:

21.2.1 any loss, damage injury, cost and expense caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors or by the breach by the Authority of its obligations under the Contract; or

21.2.2 the Contractor is able to demonstrate that the loss, damage or injury arose

as a direct result of the Contractor acting on the instructions of the Authority.

21.3 The Contractor shall, with effect from the Commencement Date for such period as

necessary to enable the Contractor to comply with his obligations under Condition 21.1, take out and maintain (and shall require any Sub-Contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, covering at least all matters which are the subject of indemnities or compensation obligations under these Conditions in such sum as may be specified in the Contract, or, if no such sum is specified, the sum of not less than five million pounds (UK£5,000,000) for any one (1) incident and unlimited in total.

21.4 Evidence of the level of insurance cover referred to in Condition 21.3 shall be

provided to the Authority each time a policy is renewed. 21.5 No party to the Contract shall take any action or fail to take any reasonable action, or

(to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person.

22. CORRUPT GIFTS AND PRACTICES

22.1 The attention of the Contractor is drawn to the criminal offences created by the Prevention of Corruption Acts 1889 to 1916. The Contractor shall not (and warrants that in entering into this Contract he has not done) any of the following:

22.1.1 solicit, receive or agree to receive from any person, or offer or agree to give

any person, or procure for any person any gift or consideration of any kind as an inducement, advantage or reward for doing or not doing anything, or for showing favour or disfavour to any a person in relation to the Contract or any other contract with the Crown; or

22.1.2 enter into this or any other contract with the Crown in connection with which

commission has been paid or has been agreed to be paid by him or on his behalf, unless before the Contract is made particulars of any such commission and the terms and conditions of any such agreement for the payment of it, have been disclosed in writing to the Authority.

23. OFFICIAL SECRETS ACT

23.1 The Contractor shall take all reasonable steps to ensure that any persons on the Authority‟s Premises in connection with the provision of G&S under the Contract are



aware of the Official Secrets Acts 1911 to 1989, and that these Acts apply to them during and after performance of its obligations under or in connection with the Contract.

24. UNLAWFUL DISCRIMINATION

24.1 The Contractor shall not unlawfully discriminate either directly or indirectly on such

grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Contractor shall not unlawfully discriminate within the meaning and scope of the Sex Discrimination Act 1975, the Race Relations Act 1976, the Equal Pay Act 1970, the Disability Discrimination Act 1995, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006, the Equality Act 2006, the Human Rights Act 1998 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof.

24.2 The Contractor shall take all reasonable steps to ensure the observance of these provisions and any other relevant statutory employment protection obligations by all servants, employees or agents of the Contractor and all Sub-Contractors employed in the execution of the Contract.

25. HEALTH AND SAFETY

25.1 In supplying the G&S, the Contractor shall comply with best practice and all relevant

provisions, whether statutory or otherwise, relating to health and safety at work and shall ensure that any person engaged in relation to the Contract also so comply and shall produce evidence of such compliance if asked by the Authority to do so.

25.2 While on the Authority‟s premises, the Contractor shall comply with any health and safety measures in respect of personnel and other persons working on those premises.

26. ENVIRONMENTAL REQUIREMENTS

26.1 The Contractor shall perform the Contract in accordance with the Department‟s environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.

26.2 The Contractor shall pay due regard to the use of recycled products, so long as they

are not detrimental to the provision of the G&S or the environment, to include the use of all packaging, which should be capable of recovery for re-use or recycling.

26.3 The Contractor shall take all possible precautions to ensure that any equipment and

materials use in the provision of the G&S do not contain chlorofluorocarbons, halons or any other damaging substances, unless unavoidable, in which case the Authority shall be notified in advance of their use.

26.4 The Contractor shall endeavour to reduce fuel emissions wherever possible.

27. UNSATISFACTORY PERFORMANCE

27.1 Where in the reasonable opinion of the Authority, the Contractor has failed to supply all or any part of the G&S in accordance with the Contract, professional or industry practice which could reasonably be expected of a competent and suitably qualified person, or any legislative requirement, the Authority may give the Contractor a notice



specifying the way in which his performance falls short of the requirements of the Contract, or is otherwise unsatisfactory.

27.2 Where the Contractor has been notified of a failure in accordance with Condition 27.1 the Authority may:

27.2.1 direct the Contractor, to remedy the failure at his own expense within such

time as may be specified by the Authority; and/or

27.2.2 withhold or reduce payments to the Contractor, in such amount as the Authority reasonably deems appropriate in each particular case.

If, having been notified of any failure, the Contractor fails to remedy it in accordance

with Condition 27.2, the Authority may treat the continuing failure as a material breach of the Contract.

28. ASSIGNMENT, SUB-CONTRACTORS AND CONTRACTORS

28.1 The Contractor shall not sub-contract, transfer, assign, charge, or otherwise dispose of the Contract or any part of it without the prior written consent of the Authority. All such documents shall be evidenced in writing and shown to the Authority on request.

28.2 Any Sub-Contract shall not relieve the Contractor of his obligations under the Contract. The Contractor shall be fully responsible for the acts or omissions of all Sub-Contractors as if the Contractor were making such acts and omissions itself. Where appropriate, the Contractor shall provide each Sub-Contractor with a copy of the Conditions and obtain written confirmation from them that they will provide the G&S fully in accordance with the Contract.

28.3 The Contractor shall ensure that all Sub-Contractors and suppliers retain each record,

item of data and document relating to the G&S for a period of not less than six (6) years from the date of its creation, and shall make them available to the Authority on request in accordance with the provisions of Condition 20. Should any Sub-Contractor or supplier refuse to permit the Authority to access the required records then the Authority shall have no obligation to pay any claim or invoice made by the Contractor on the basis of such documents or work carried out by the Sub-Contractor.

29. MERGER, TAKEOVER OR CHANGE OF CONTROL

29.1 The Contractor shall forthwith inform the Authority in writing of any proposal or negotiations which will or may result in a merger, take-over, change of control, change of name or status, including, where the Contractor is a company as defined in the Companies Act 1985, any change in “control” as defined in Section 416 of the Income and Corporation Taxes Act 1988.

30. SERVICE OF NOTICES AND COMMUNICATIONS

30.1 Any notice required to be given under, or any communication between the Parties with respect to any of the provisions of the Contract shall be in writing in English and shall be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at, or sent by pre-paid registered or recorded delivery post, or by facsimile transmission or other means of electronic telecommunication in permanent written form to the address of the receiving party as specified in the Form of Contract (or as amended from time to time by due notice in writing to the other party).



30.2 Any such notice or other communication shall be deemed to have been given and received by the addressee:

30.2.1 at the same time as it is left at the address of or handed to a representative of the party to be served;

30.2.2 by post on the day (not being a Sunday or public holiday two days following

the date of posting); or 30.2.3 in the case of a facsimile or email or other type of electronic

telecommunication on the day following despatch.

30.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was correctly addressed and was posted, or that the facsimile or e-mail or other form of electronic communication was correctly addressed and was despatched and despatch of the transmission was confirmed and (in the case of a facsimile) confirmed as having been sent to the number above with all pages successfully transmitted.

31. SEVERANCE

31.1 If any Condition, clause or provision of the Contract which is not of a fundamental nature is held to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction in any proceedings relating to the Contract, such provision shall be severed and the validity or enforceability of the remainder of the Contract shall not be affected thereby.

32. WAIVER

32.1 The failure of the Authority or the Contractor to exercise any right or remedy shall not constitute a waiver of that right or remedy.

32.2 No waiver shall be effective unless it is communicated to either the Authority or the Contractor in writing.

32.3 A waiver of any right or remedy arising from a breach of this Contract shall not constitute a waiver of any right or remedy arising from any other breach of the Contract.

33. RE-TENDERING AND HANDOVER

33.1 Within twenty one (21) days of being so requested by the Authorised Authority Representative, the Contractor shall provide, and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents for the future provision of the G&S.

33.2 Where, in the reasonable opinion of the Authority, the Transfer of Undertakings

(Protection of Employment) Regulations 2006 are likely to apply on the termination of expiration of the Contract, the information to be provided by the Contractor under Condition 33.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular:

33.2.1 the number of staff who would be transferred, but with no obligation on the

Contractor to specify their names;



33.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment; and

33.2.3 the general terms and conditions applicable to those members of staff,

including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits.

33.3 The Authority shall take all necessary precautions to ensure that the information

referred to in Conditions 33.1 and 33.2 is given only to potential providers who have qualified to tender for the future provision of the G&S.

33.4 The Authority shall require that all potential providers treat the information in

confidence; that they do not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.

33.5 The Contractor shall indemnify the Authority against any claim made against the

Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 33.2.

33.6 The Contractor shall not:

33.6.1 at any time during the Contract, including any extension, move any staff

into the undertaking or relevant part of the undertaking which supplies the G&S, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Contract; or

33.6.2 make any substantial change in the terms and conditions of employment

of any staff engaged in providing the G&S, which is inconsistent with the Contractor‟s established employment and remuneration policies.

33.7 Where, in the opinion of the Authority, any change or proposed change in the staff

employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 33.6, the Authority shall have the right:

33.7.1 to make representations to the Contractor against the change or proposed

change;

33.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and

33.7.3 if the Contractor has not remedied the breach to the satisfaction of the

Authorised Authority Representative by the end of the period of thirty (30) days, to terminate the Contract by reason of the default of the Contractor, in accordance with Condition 34.

33.8 The Contractor shall allow access to the Site, in the presence of the Authorised

Authority Representative, to any person representing any potential provider whom the Authority has selected to tender for the future provision of the G&S.



33.9 For the purpose of access to the Site in accordance with Condition 33.8, where the

Site is on the Contractor‟s premises, the Authority shall give the Contractor seven (7) days notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor‟s security procedures, subject to such compliance not being in conflict with the objectives of the visit.

33.10 The Contractor shall co-operate fully with the Authority during the handover arising

from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the new Contractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.

33.11 Within ten (10) working days of being so requested by the Authorised Authority

Representative, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the G&S. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.

34. TERMINATION OF THE CONTRACT

34.1 The Contractor shall notify the Authority in writing immediately upon the occurrence of any of the following events;

34.1.1 being an individual:-

is the subject of a bankruptcy order; or has made a composition or arrangement with his creditors;

34.1.2 being a company:- goes into compulsory winding up; passes a resolution for voluntary winding up; suffers an administrator, administrative receiver or receiver and manager to

be appointed or to take possession over the whole or any part of its assets; or

has entered into a voluntary arrangement with its creditors under Part I of the Insolvency Act 1986, or has proposed or entered into any scheme of arrangement or composition with its creditors under section 425 of the Companies Act 1985; or

has been dissolved;

34.1.3 being a partnership or unregistered company:- goes into compulsory winding up; is dissolved (in the case of a partnership only); suffers an administrator or receiver and manager to be appointed over the

whole or any part of its assets;



has entered into a composition or voluntary arrangement with its creditors;

or any individual member of the partnership falls within Condition 34.1.1

above; or 34.1.4 is in any case affected by any similar occurrence to any of the above in any

jurisdiction.

34.2 On the occurrence of any of the events described in Condition 34.1 or, if the Contractor shall have committed any of the following;

34.2.1 material breach of the Contract and (if such breach is capable of remedy)

shall have failed to remedy such breach within thirty days of being required by the Authority in writing to do so;

34.2.2 where the Contractor is an individual, if he shall die or be adjudged

incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983,

34.2.3 the Authority shall be entitled to terminate this Contract by notice to the

Contractor with immediate effect and without compensation to the Contractor.

34.3 Upon termination under Condition 34.2, without prejudice to any other rights, the

Authority may itself provide the G&S or have them by a third party, using for that purpose (and making a fair and proper allowance for such use in any payment subsequently made to the Contractor) all materials, plant and equipment on the Authority‟s Premises belonging to the Contractor, and the Authority shall not be liable to make any further payment to the Contractor until the G&S have been supplied in accordance with the requirements of the Contract, and shall be entitled to deduct from any amount due to the Contractor the costs thereof incurred by the Authority (including the Authority‟s own costs). If the total cost to the Authority exceeds the amount (if any) due to the Contractor, the difference shall be recoverable by the Authority from the Contractor.

34.4 The right to terminate on the occurrence of an event under Condition 34.1 may only be exercised within a period of six (6) months from receipt of a notice under this Condition or earlier discovery by the Authority.

35. TERMINATION ON NOTICE

35.1 In addition to its rights of termination under Condition 34 the Authority shall be entitled to terminate this Contract by giving to the Contractor not less than thirty (30) days notice to that effect.

35.2 Termination under Conditions 34 or 35 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to the Authority and shall not affect the continued operation of any term, Condition or Additional Condition which expressly, or by implication is intended to continue after termination including, without limitation Conditions 1, 12, 13, 14, 15, 16, 17, 20, 21, 23, 28, 37 and 38.

36. DISPUTE RESOLUTION

36.1 The Parties shall in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Contract.



36.2 If any such dispute cannot be resolved in accordance with Condition 36.1, the relevant parties, shall consider referring the matter to mediation in accordance with Condition 36.3 or any other method of alternative dispute resolution that is appropriate in the circumstances and to which both Parties agree.

36.3 In the event that the Parties decide that mediation is appropriate, they will use the following procedure:

36.3.1 A neutral person ("the Mediator") shall be chosen by agreement between the relevant parties, alternatively, any party may within fourteen (14) days from the date of the proposal to appoint a mediator, or within fourteen (14) days of notice to any party that the chosen mediator is unable or unwilling to act, apply to CEDR to appoint a mediator.

36.3.2 The Parties shall within fourteen (14) days of the appointment of the Mediator agree a timetable for the mediation. If appropriate, the relevant parties may at any stage seek guidance from CEDR on a suitable procedure.

36.3.3 Unless otherwise agreed, all negotiations and proceedings in the mediation connected with the dispute shall be conducted in strict confidence and shall be without prejudice to the rights of the Parties in any future proceedings.

36.3.4 If the Parties reach agreement on the resolution of the dispute, that agreement shall be put in writing and shall be binding upon the Parties.

36.3.5 Failing agreement, either party may invite the Mediator to provide a non-binding but informative opinion in writing. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the dispute without the prior written consent of the relevant parties. The requesting party shall bear the costs incurred in obtaining the opinion unless the Parties agree to share the costs equally.

36.3.6 For a period of sixty (60) days from the date of the appointment of the Mediator, or such other period as the Parties may agree, neither party may commence any proceedings in relation to the matters referred to the Mediator.

37. RIGHTS OF THIRD PARTIES

37.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Contract is not intended to, and does not give any person who is not a party to it any right to enforce any of its provisions.

38. GOVERNING LAW

38.1 The Contract shall be governed by and interpreted in accordance with English Law and shall be subject to the jurisdiction of the Courts of England and Wales. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Authority to take proceedings against the Contractor in any other court of competent jurisdiction, nor shall the taking of proceedings in any other court of competent jurisdiction preclude the taking of proceedings in any other jurisdiction whether concurrently or not.



39. EXIT MANAGEMENT

39.1 Upon termination the Contractor shall render reasonable assistance to the Authority to the extent necessary to effect an orderly assumption by a replacement contractor of the Services in accordance with the following procedure.

40. EXIT PROCEDURES

40.1 Where the Authority requires a continuation of all or any of the Services on expiry or termination of this Contract, either by performing them itself or by engaging a third party to perform them, the Contractor shall co-operate fully with the Authority and any such third party and shall take all reasonable steps to ensure the timely and effective transfer of the Services without disruption to routine operational requirements.

40.2 The following commercial approach shall apply to the transfer of the Services: 40.2.1. Where the Contractor does not have to use resources in addition to those normally

used to deliver the Services prior to termination or expiry, there shall be no change to the Contract Price.

40.2.2 Where the Contractor reasonably incurs additional costs, the parties shall agree a

variation to the Contract Price based on the Contractor‟s rates either set out in the Pricing Schedule or forming the basis for the Contract Price.

40.3 When requested to do so by the Authority, the Contractor shall deliver to the Authority

details of all licences for software used in the provision of the Services including the terms of the software licence agreements.

40.4 Within one (1) month of receiving the software licence information described above, the Authority shall notify the Contractor of the licences it wishes to be transferred, and the Contractor shall provide for the approval of the Authority a plan for licence transfer.

40.5 Where the Acquired Rights Directive (77/187/EC) (as amended and consolidated) and/or the Transfer of Undertakings (Protection of Employment) Regulations 2006 (S.I. 2006/246) (as amended) apply to the transfer of the Services on expiry or termination of the Contract:

40.5.1 the Contractor shall indemnify the Authority against any claim made against

the Authority at any time by any person currently or previously employed by the Contractor for breach of contract, loss of office, unfair dismissal, redundancy, loss of earnings or otherwise (and all damages, penalties, awards, legal costs, expenses and any other liabilities incurred by the Authority) resulting from any act or omission of the Contractor arising from or in connection with the delivery of the Services, except where such claim arises as a result of any breach of obligations (whether contractual, statutory, at common law or otherwise) by the Authority; and

40.5.2 the Contractor shall provide, at its own expense, within twenty one (21)

days of its being requested, all information which the Authority reasonably requires in connection with the future provision of all or any of the Services, and shall do nothing to cause this information to cease to be true before the relevant transfer of the Services. Without prejudice to the generality of this obligation, this information shall include full details of staff used, their conditions of employment, rates of pay and length of service, and the Contractor shall do nothing to cause this information to cease to be true before the coming into operation of any new contract.



40.6 During the last Year of the Contract the Contractor shall not, without the previous written consent of the Authority, cause any of its employees engaged in the delivery of the Services to cease to be so engaged, nor shall it, without such consent, cause any employee who has not been previously engaged to start to be so engaged.

41. ADDITIONAL TERMS AND CONDITIONS

41.1 See Section 2 (Additional Terms and Conditions). The Additional Terms and Conditions have effect.



SCHEDULE 2

SPECIFICATION:

SERVICES TO BE PROVIDED BY THE CONTRACTOR:



SCHEDULE 3

COMMERCIALLY SENSITIVE INFORMATION

1.1 Without prejudice to the Authority's general obligation of confidentiality, the Parties acknowledge that the Authority may have to disclose Information in or relating to the Contract following a Request for Information pursuant to Clause 16 of the General Conditions of Contract (Freedom of Information).

1.2 In this Schedule the Parties have sought to identify the Contractor's Confidential Information that is genuinely commercially sensitive and the disclosure of which would be contrary to the public interest.

1.3 Where possible the Parties have sought to identify where any relevant Information will cease to fall into the category of Information to which this Schedule applies.

1.4 Without prejudice to the Authority's obligation to disclose Information in accordance with the Freedom of Information Act 2000, the Authority will, acting reasonably but in its sole discretion, seek to apply the commercial interests exemption set out in s.43 of the Freedom of Information Act 2000 to the Information listed in the Appendix.



APPENDIX


CONTRACTOR‟S COMMERCIALLY SENSITIVE

INFORMATION

DATE DURATION OF CONFIDENTIALITY



APPENDIX 1

FORM OF TENDER



APPENDIX 1 : FORM OF TENDER

Project Ref: RMP 5781

FORM OF TENDER

To be returned by 12:00 2nd July 2010 To: Claire Skinner

Department for Environment, Food and Rural Affairs Procurement and Commercial Function (PCF)

Room 4D Nobel House 17, Smith Square London SW1P 3JR

TENDER for The Provision of Preliminary ETIP Option Selecting Effectiveness Monitoring FOR DEPARTMENT FOR ENVIRONMENT, FOOD & RURAL AFFAIRS To The Department for Environment, Food & Rural Affairs 1.0 Offer of Services

We have examined the documents listed in Clause 1.1 of The Form of Tender. In accordance with the terms and conditions contained in them we offer to provide the Services described during the Contract Periods for the Sums, Rates and Percentages given in the Clauses below.

1.1 Tender Particulars (Section One)

Instruction for Submission (Section Two)

Specification of Requirements (Section Three)

Tenderer’s response to the Online Technical Questionnaire

Tenderer’s response Online Commercial Questionnaire

Terms and Conditions (Section Five)

Form of Tender (Appendix 1)

Non Collusive Tendering Certificate (Appendix 2)

Commercially Sensitive Information (Appendix 3)

2.0 Fee

We confirm that this Contract is a fixed price, lump sum offering as quoted on our

electronic response.



2.1 We understand that the Authority will pay us one month in arrears on

delivery and receipt of goods, in accordance with the Conditions of Contract.

2.2 We understand that the Authority will pay Value Added Tax in accordance with the Conditions of the Contract.

3.0 Confidentiality

3.1 We have not told and will not tell anyone else, even approximately, what our tender price is, or will be, before the deadline for delivery of tenders. We understand that the only exception is if we need an insurance quotation to calculate our tender price. We may give our insurance company or brokers any essential information they ask for, so long as they understand we do so in strict confidence. We have not tried and will not try to obtain any information about anyone else's tender or proposed tender before the deadline for delivery of tenders. We have not made and will not make any arrangement with anyone else about whether or not they should tender, or about their or our tender price.

4.0 Other Contract Terms or Conditions

4.1 We agree that any other terms or conditions or any general reservation which may be provided on any correspondence emanating from us in connection with this tender or with any contract resulting from this tender shall not be applicable to this tender or to the Contract.

5.0 Validity of Offer

5.1 Unless stated otherwise by the Tenderer, tenders shall remain valid for 90

days from the closing date for receipt of tenders. A tender for a shorter period may be rejected.

6.0 Acceptance of Offer

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

7.0. General

7.1 We confirm and undertake that if any information contained in the Tender becomes untrue or misleading that we shall notify you immediately and update such information as required.



Form of Tender

Signed:

Print Name:

Date:

In the capacity of:

Authorised to sign Tender for and on behalf of:

Postal Address:



APPENDIX 2

NON COLLUSIVE TENDERING CERTIFICATE



APPENDIX 2: NON COLLUSIVE TENDERING CERTIFICATE

Non Collusive Tendering Certificate

a) communicate to any person other than the Department for Environment, Food and Rural Affairs or a person duly authorised on their behalf the bid amount or approximate amount of the tender or proposed tender, except where the disclosure, in confidence, of the approximate amount of the tender was necessary to obtain insurance premium quotations required for the preparation of the tender;

b) pay, give or offer or agree to pay or give any sum of money or other valuable

consideration directly or indirectly to any person(s) for doing or having done or causing or having caused to be done in relation to any other tender or proposed tender for the work, any act or thing of the sort described at 1 or a) above.

c) tried to obtain information about anyone else’s bid or proposed bid d) made arrangements with anyone else about whether or not they must bid except

for the purposes of forming a joint venture to bid for this work. 2. We certify that the prices in this tender have been arrived at independently without

communication, consultation, agreement or understanding for the purpose of restricting competition with any other potential Tenderer or competitor.

3. We certify no attempt has been made or will be made by the Tenderer to induce any

other person or firm to submit or not submit a Tender for the purpose of restricting competition.

Definitions In this Certificate: "Person(s)" includes any person(s) and any body or association corporate or unincorporate; "any agreement or arrangement" includes any transaction, formal or informal and whether legally binding or not; and "the work" means the work in relation to which this proposal is made.

Dated this . . . . . . . . . . . . . . . . Day of . . . . . . . . . . . . . . 20. . . . . . Signature: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Tenderer warrants that this is a bona fide tender and: 1. We certify that this proposal is submitted in good faith and that we have not fixed or

adjusted the proposal by or under or in accordance with any agreement or arrangement with any other person or party. We also certify that we have not, and we undertake that we will not, before the award of any contract to do the work:



APPENDIX 3





CONTRACTOR’S

COMMERCIALLY SENSITIVE

INFORMATION

DATE DURATION OF CONFIDENTIALITY

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