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THIS AGREEMENT is made this day of 2016

BETWEEN

(1) London Borough of Croydon of Bernard Weatherill House, Mint Walk,

Croydon, CR0 1EA (“Croydon”) (2) Royal Borough of Kingston upon Thames of High Street, Kingston

upon Thames, KT1 1EU (“Kingston”) (3) London Borough of Merton of Civic Centre, London Road, Morden,

SM4 5DX (“Merton”) (4) London Borough of Sutton of Civic Offices, St. Nicholas Way, Sutton,

SM1 1EA (“Sutton”) Together referred to as the “Authorities” or “Parties”

WHEREAS:

(A) The South London Waste Partnership (the “Partnership”) was formed between the London Boroughs of Croydon, Merton and Sutton and the Royal Borough of Kingston upon Thames in pursuance of arrangements made under sections 101 (5) and 101 (5B) and 102 Local Government Act 1972, section 20 Local Government Act 2000 as amended by Local Authorities (Arrangements for the Discharge of Functions) (England) (Amendment) Regulations 2001, the Local Authorities (Goods and Services) Act 1970, and all other relevant enabling powers at the time.

(B) The Partnership was initially formed to provide improved waste

transport, transfer and disposal services and meet the Landfill Allowance

Trading Scheme (LATS) targets of the Authorities (C) The Authorities who form the Partnership agreed to use the skills and

Council officers’ experience gained from previous procurements and the

relationships established within the Partnership to jointly procure:

(i) Waste Collection, Recyclate Material Sales, Street Cleaning, Commercial Waste, Winter Maintenance, Fleet Management and Maintenance, (“Lot 1”).

(ii) Parks, Grounds Maintenance and related services for Sutton and

Merton, though Croydon and Kingston may elect to join the

contract at a later date (“Lot 2”).

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(D) The Authorities agreed that this Project and the joint procurement of Lot

1 and Lot 2 are in the best interests of all Authorities in terms of

economy, efficiency and effectiveness. (E) This Project is known as The South London Waste Collection and

Environmental Services (Phase C) Project and was not a procurement exercise that fell initially within the Partnerships’ agreed objectives and

purpose under the Inter Authority Agreement dated the 26th August 2008

(“First Agreement”) or the Inter Authority Agreement dated 23 February 2011 (“Second Agreement”), which will be referred to within this Agreement as the Initial Agreements.

(F) For the sake of clarity it is confirmed that the Initial Agreements and their

provisions shall continue in full force and effect unchanged by this

Agreement. (G) The Procurement was carried out in pursuance of sections 101 (5) and

101 (5B) and 102 Local Government Act 1972, section 20 Local

Government Act 2000 as amended by Local Authorities (Arrangements

for the Discharge of Functions) (England) (Amendment) Regulations

2001, the Local Authorities (Goods and Services) Act 1970, Section 1 to

8 Localism Act 2011 and all other relevant enabling powers. (H) Croydon agreed to be the Lead Authority for the purpose of procuring

and entering into the proposed Project’s Contract(s) on behalf of the

Authorities subject to each of the Authorities entering into this

Agreement.

(I) The Authorities agreed by way of a letter dated the 26th January 2015 to

enter into an agreement to carry out the procurement for Phase C and a

Deed dated 16th March 2016 was entered into by the Authorities (“First

IAA Phase C”). By entering into this Agreement, the other Authorities (which in this clause shall mean Kingston, Merton and Sutton) confirm that they agreed to delegate to Croydon the function of entering into the proposed Project Contract(s) as the Lead Authority and thereafter continuing to act in any associated matter requiring legal personality in respect thereof.

(J) A contract notice issued in the Official Journal of the European Union on

the 27 January 2015 under reference no. 2015/s 022-036099 defined

the nature and extent of the Project’s contracts. (K) This Agreement is the second Inter Authority Agreement under Phase C

(“Second Phase C IAA”) and is entered into by the Lead Authority and

the other Authorities after the procurement for Lot 1 and Lot 2 has been completed and the contracts for Lot 1 and Lot 2 have been awarded. The purpose of the Second Phase C IAA is to govern the Authorities’

relationship with regards entering the Contracts and on commencement of the Contracts the arrangements for managing of the

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Contracts to secure the most effective, economic and efficient

discharge of the services under Lot 1 and Lot 2.

(L) Under the First IAA Phase C the Authorities accepted the benefits of joint

procurement would only be maximized if each of the Authorities committed to joint working during the procurement phase and for the

purposes of this Supplemental Agreement the Authorities have agreed to commit to joint working for the duration of this Phase which covers the entering into contracts and management of these contracts and ideally

any subsequent phases that may be entered into.

IT IS HEREBY AGREED AS FOLLOWS :-

1 Interpretation

1.1 In this Agreement unless the context otherwise requires the following

expressions have the following meanings:

“Accountable Body” means Kingston whilst carrying out its accountancy

responsibilities in accordance with Clause 9 of the Inter Authority Joint

Working Agreement dated 26th August 2008.

“Annual Budget” means the budget agreed by the Joint Waste

Committee as necessary expenditure to discharge their functions

including expenditure to discharge the Strategic Contract Management

Costs of Contract 1 and 2 as outlined in Schedule A.

“Authority Lead Officers” means those officers of the Authorities involved

in the Project in accordance with Clause 9.

“Authorised Officer” means the officer who acts for the Authorities with

regards the management of the Contracts and for the purposes of this

Second Phase C IAA is the Strategic Partnership Manager.

“Authorities’ Client Function” means those functions for Lot 1 set out in

Schedule C.

“Benefit” means income, savings, reputation or any other benefit

conferred.

“Commencement Date” means the date on which this Agreement is

executed by the Authorities.

Committees means the committees of Sutton and/or Kingston as defined

by Sections 101 and 102 of the Local Government Act 1972.

“The Contracts” means the contracts which are procured under

this Agreement under Lots 1 and 2.

“Contract 1 means the contract awarded under Lot 1.

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“Contract 2 means the contract awarded under Lot 2.

“Contractor (Lot 1)” means the contractor appointed by the Authorities

under Lot 1.

“Contractor (Lot 2)” means the contractor appointed by the Authorities

under Lot 2.

Contract Period means the duration of Contract 1 and Contract 2 as

agreed in clause 3 in each of the Contracts.

“Cost Allocation Scheme” means the principles and arrangements set

out in Schedule A for determining the allocation of costs arising in

managing the Contracts and arising under the Contracts as between the

Authorities.

“Council Premises” means any property owned or leased or otherwise in

the possession of a relevant Authority consisting of offices, buildings and

land, which are used by the Contractor, whether exclusively or together

with the relevant Authority or others, for the performance of the Services,

and for the avoidance of doubt includes the transfer stations.

“Detriment” means cost, loss, loss of reputation or any other detriment.

“Executives” mean the executives of Merton and/or Croydon as defined

in Part II of the Local Government Act 2000.

“Fixed Elements” means costs and guaranteed income that are fixed in

each financial year.

“The Lead Authority” means the London Borough of Croydon.

“Joint Waste Committee” means the Joint Committee set up with regards

the Initial Agreements.

“Loss” includes any loss and liability, save any costs associated with loss

of opportunity or loss of projected savings, directly suffered by the

Authorities together or any one Authority with any damage, expense,

liability or costs reasonably incurred in contesting any claim to liability

and quantifying such loss and liability.

“Non Fixed Elements” means costs that are variable such as those

included in the Schedule of Rates under the Contracts net of deductions.

“Officers” means the Authorities’ staff tasked with working on the Project.

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“Partnership” means the South London Waste Partnership which is

formed between the London Boroughs of Croydon, Merton and Sutton,

and the Royal Borough of Kingston upon Thames.

“Procurement” means the procurement of the Contracts, and “the

Procurement Phase” means that phase of the Project which relates to

the procurement of the Contracts.

“Project” for the purposes of this Second Phase C IAA means the shared

object of the Authorities to award the Contracts of under Lot 1 and Lot 2.

“RPI” means the Retail Price Index.

“Second Phase C IAA” means this Agreement comprising the terms and

conditions together with the Schedules and Appendices attached hereto.

“Service Costs” means those costs outlined in Schedule A under that

heading

“Service Phase” means the phase of the project related to the

management of the Contracts

“Strategic Contract Management Costs” means those costs as set out in

Schedule A.

“Working Day” means a day (other than a Saturday or Sunday) on which

banks are open for domestic business in the City of London.

1.2 Reference to any statute or statutory provisions includes a reference to

that statute or statutory provisions as from time to time amended

extended or re-enacted. 1.3 Words importing the singular include the plural words importing any

gender include every gender, the words importing persons include

bodies corporate and unincorporated: and (in each case) vice versa. 1.4 Reference to Clauses and Schedules are references to clauses and

schedules of this Agreement and any reference to a sub provision is

unless otherwise stated a reference to a sub provision of the provision

in which the reference appears. 1.5 The Clause and paragraph headings and titles appearing in this

Agreement are for reference only and shall not affect its construction or

interpretation.

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2 TERM

2.1 This Second Phase C IAA shall come into effect on the commencement

date and shall continue in force in respect of the Authorities unless

terminated by unanimous agreement of the Authorities who shall in

reaching such agreement also agree the timescale for termination.

3. GENERAL PRINCIPLES

3.1 This Second Phase C IAA has been entered into by the Authorities to

establish and effect provisions for performance of the Project and in

particular with regards managing the Contracts of the Project and to

clarify the Authorities’ responsibilities in respect thereof of each other. 3.2 The Authorities will work together in partnership and in an open, co-

operative and collaborative manner for the duration of this Second

Phase C IAA. The Authorities will work together in order to endeavour to

procure the successful implementation of the Project and each will

respond in a timely manner to all relevant requests from the other

Authorities. 3.3 Notwithstanding Clause 3.2, the Authorities agree that as a general

principle each Party will be at liberty to pursue its own interests with regards service provision under the Contracts unless it negatively impacts on the service provision to other Parties. Notwithstanding this general principle, each Authority shall give reasonable notice and consult with the other Authorities with regard any activity relating to the service provided under the Contracts they are proposing to engage in. The Authorities will discuss the proposed activity at the appropriate level of decision making bodies as listed in clause 8.

3.4 The Authorities agree that where the terms of any of the Contracts

provide a benefit to an Authority, such benefit shall rest with that

Authority where that benefit arises notwithstanding that it may be

expressed as a benefit for the Lead Authority, unless otherwise agreed

by the Authorities. 3.5 The Authorities agree that where the terms of any of the Contracts

results in detriment to an Authority, such detriment shall rest with that

Authority notwithstanding that it may be expressed as a detriment to the

Lead Authority, unless otherwise agreed by the Authorities 3.6 Each of the Authorities hereby represents to the other that it has

obtained all necessary consent sufficient to ensure the delegation of

functions provided for by this Second Phase C IAA for the purposes of

the Project. 3.7 The Authorities shall use all reasonable endeavours to procure that their

respective officers who are involved in the project shall at all

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times act in the best interests of the Project. The Authorities expressly

acknowledge that they in carrying out activities under this Second Phase C IAA or otherwise in connection with the Project shall use all reasonable endeavours to act in the long term best interests of the Project to secure

the most effective, economical and efficient outcome for all of the Authorities, and the Authorities hereby authorise their officers to act in

such a way.

3.8 The Authorities shall also use all reasonable endeavours to make

available resources within their respective organisations to enable the

management of the Contracts. The Parties will agree which resources

are necessary and this will be reviewed by the parties regularly. 3.9 The Authorities commit to share data and knowledge relevant to the

Project where appropriate and in accordance with the Data Protection

Act 1998. 3.10 The Authorities shall review the terms of this Second Phase C IAA as

and when the Authorities agree to do so. Any changes to the terms shall

only be made by unanimous agreement between the Authorities and

shall be recorded in writing and signed by all the Authorities. Changes

shall take effect upon signing and continue in force until any further

agreement. 3.11 The Authorities agree for the avoidance of all doubt that the rights and

liabilities in the Contracts are unless the context otherwise dictates jointly

shared and where any apportionment is required this shall be done in

accordance with the principles that have been adopted under this

Second Phase C IAA.

4 STATUS OF THE AGREEMENT

4.1 The Authorities agree that this Second Phase C IAA shall take the form

of a legally binding relationship and mutual commitments between them

created by the Agreement shall from the date hereof be construed

accordingly.

5. PROJECT OBJECTIVES

The objectives of the Project are as follows: To target at least 10% savings on the costs of service provision through

lower service costs and recyclate revenues; To deliver residents a high performing service, achieving high levels of

customer satisfaction To provide improved environmental and carbon outcomes in the way we

deliver environmental services;

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6. Collaborative Working and Contracts

6.1 The Authorities agree that they are working collaboratively and enter into

this Second Phase C IAA from the Commencement Date. 6.2 In respect of the Contracts, each Authority shall be part of the contractual

arrangements in accordance with the tables below:

Lot 1

Contract Waste Recyclate Street Commercial Winter Vehicle Non 1 collection material cleaning waste maintenance maintenance service

sales vehicle

Kingston 1/4/2019 1/4/2019 1/4/2019 1/4/2017 1/4/2019 1/4/2019 1/4/2017 Merton 1/4/2017 1/4/2017 1/4/2017 1/4/2017 1/4/2017 1/4/2017 1/4/2017 Sutton 1/4/2017 1/4/2017 1/4/2017 1/4/2017 1/4/2017 1/4/2017 1/4/2017 Croydon 4/3/2018 4/3/2018 4/3/2018 4/3/2018 4/3/2018 4/3/2018 4/3/2018 Garden

waste

1/4/2019

1/4/2017

1/4/2017

4/3/2018

Lot 2

Contract horticultural Sports Cleaning & events Arboriculture cemeteries 2 pitches general

maintenance

1/2/2017 1/2/2107 1/2/2017 Merton 1/2/2017 1/2/2017 1/2/2017

Sutton 1/2/2017 1/2/2107 1/2/2017 1/2/2017 1/2/2017 1/2/2017 Croydon TBC TBC TBC TBC TBC TBC

Kingston TBC TBC

TBC TBC TBC TBC

Contract Nature Ad hoc 2 conservation asset

1/2/2017 investment

Merton 1/2/2017

Sutton 1/2/2017 1/2/2017

Croydon TBC TBC

Kingston TBC TBC

6.3 In respect of Contract 2, Kingston and/or Croydon shall notify each

Authority in writing should either decide to enter into this Contract. The

Authorities agrees that if Kingston and/or Croydon decide not to enter

into Contract 2 this shall not be considered to be a withdrawal for the

purposes of Clause 17 of this Second Phase C IAA. 6.4 If Kingston and/or Croydon serve notice under Clause 6.3 of their

intention to enter into Contract 2, the substantive terms of Kingston

and/or Croydon’s entry into Contract 2 will require the approval of all of

the Authorities sitting as the Management Group. That approval not to

be unreasonably withheld. 6.5 With regards extending under Clause 3 of Contract 1 and Contract 2,

each Authority shall notify each other no later than 54 months prior to

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the end of the then contract periods of its intention to consider the extension of Contract 1 and/or Contract 2 and its wish to be involved, in conjunction with the other Authorities, in discussions with Contractor (Lot1) and/or Contractor (Lot 2) in relation to the terms of such an extension. Prior to serving notice under Clause 6.6 below, the Authorities shall have concluded negotiations with Contractor (Lot 1) and/or Contractor (Lot 2) and shall have agreed to any future action in relation to implications arising out of the notice served under Clause 3 of Contract 1 and/or Contract 2.

6.6 Save where Contract 1 is terminated under its Clauses 2.6, 43, 47, 48 or 49, or where Contract 2 is terminated under its Clauses 2.6, 41, 45, 46 or 47; the Authorities must notify each other no later than 42 months before the end of the then Contract Period as to whether they will be

requiring an extension to Contract 1 and/or Contract 2 for a further 8 years. This is to enable the Lead Authority to comply with Clause 3.2 of Contract 1 and Clause 3.2 of Contract 2. If an Authority gives notice they do not require an extension to the Contract Period under Contract 1 and /or Contract 2 then the provisions of Clause 17.9 of this Second Phase C IAA will come into effect.

6.7 If an Authority fails to give notice in accordance with Clauses 6.5 and

6.6. above, that Authority will be deemed to have not agreed to an

extension of Contract 1 and/or Contract 2.

7. ANNUAL BUDGET

7.1 The Strategic Contract Management Costs of Contract 1 and 2 will be included in the Annual Budget of the Joint Waste Committee and

Clause 9 of the Inter Authority Agreement dated 26 August 2008 will

apply save for the provisions of Clause 7.2 below. 7.2 For the avoidance of doubt for the purposes of Phase C with regards the

Annual Budget:

(i) Kingston is the Accountable Body;

(ii) the costs arising out of services being provided under the

Contracts and each Authority’s clienting costs are managed

within their own budgetary structures.

8. GOVERNANCE

8.1 The Authorities’ Executive or Committee will make those decisions with

regards this Project which have been delegated to them in their

respective Constitutions 8.2 The Strategic Steering Group is made up of the Directors with

responsibility for Environment within each Authority. The meetings are

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chaired by one of the Chief Executives on an annual rotating basis based

on the model adopted by the South London Waste Partnership. For the

purpose of this Clause 8, the Strategic Steering Group’s role is set out

in the terms of reference agreed for the Partnership.

8.3 The Management Group shall consist of the Authority Lead Officers who shall be consulted by and offer support to the Strategic Partnership Manager. The meetings are chaired by one of the Authority Lead Officers on a rotating basis based on the model adopted by the South London Waste Partnership. The role of the Management Group is to make decisions with regards matters arising out of this Second Phase C IAA which has not been delegated to the Authorities’ Executive or Committee or is the responsibility of the Strategic Steering Group. For the purpose of this Clause 8, the Management Group’s role is set out in the terms of reference agreed for the Partnership.

8.4 The Strategic Partnership Manager is the Authorised Officer for the

purposes of the Contracts. This post reports to the Management Group

and implements decisions made by the Group. The Authorised Officer

role may be delegated by agreement between the Authorities.

9. AUTHORITY LEAD OFFICERS

9.1 Each Authority shall from time to time appoint one of its officers to be the

Authority Lead Officer. 9.2 Each Authority Lead Officer shall be responsible for liaising with the

Chair of the Management Group and for ensuring that his/her Authority

provides the support necessary to secure the effective achievement of

the Project. In this context, “support” shall include the involvement and

time of capable officers, the provision of information and the prompt

consideration of matters referred to his/her Authority for determination.

10. OFFICER LIABILITY AND INDEMNITIES

10.1 When working on the Project, officers shall be deemed to be working on

behalf of both their employing Authority, and made available and working

on behalf of the other Authorities under Section 113 of the Local

Government Act 1972. 10.2 In consequence of Clause 11.1 below, officers shall be treated as falling

within the statutory immunity provided by section 265 of the Public

Health Act 1875, as amended, in respect of their actions or omissions in

respect of the Project. 10.3 Losses to each Authority

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10.3.1 No Authority shall have any liability to the other Authorities unless

specifically provided for under this Second Phase C IAA in respect of

any Loss which that Authority may suffer as a consequence of any action

or omission by any Officer, whilst working on the Project.

11 INSURANCE

11.1 Each Authority shall obtain and maintain throughout the term of this

Agreement insurance sufficient to cover all of their obligations under this

Second Phase C IAA. Each Authority shall indemnify the others against

loss sustained as a result of a breach of this clause. 11.2 Kingston, Sutton and Merton shall indemnify Croydon against any Loss

they sustain due to bearing any insurance obligations and liabilities under the Contracts by virtue of their role as Lead Authority, including

but not limited to the cost of any increased premiums payable to obtain

and maintain any additional insurance required. The costs of complying with this indemnity shall be shared equally between Croydon, Sutton,

Merton and Kingston. 11.3 Croydon shall indemnify the other Authorities against any Loss they

sustain as a result of Croydon failing to comply with the insurance

requirements in the Contracts.

12 KEY SITES

12.1 Each Authority has agreed the Sites (“the Sites”) that it will make

available within its own Council area which it owns (on a freehold basis)

or over which it has a long lease (which for the purposes of this Clause

12 shall mean a period of 21 years or over) and which are suitable for

the purposes of carrying out the Services under the Contracts entered

into under the Project. 12.2 Sites will be managed in accordance with the lease agreement between

the Contractor and the relevant Authority in their capacity as landlord for

the duration of Contract 1 and/or Contract 2.

12.2 Those Sites identified by the Contractors of each Lot as Sites not

required for carrying out the services they are providing will be available

to the relevant Authority to do with as they see fit. 12.3 Each Authority will set its own rent for the Sites they have made available

to be used under Lot 1 and Lot 2 and the rent will be treated as a pass

through the payment mechanism under the Contracts. 12.4 The Sites shall be those identified in the Contracts. 12.5 The Sites at Stubbs Mead and Garth Road are used by the Contractor

(Lot 1) to service more than one Authority. The Authorities agree to

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work together to agree a means of apportionment of costs to reflect the

dual use of Stubbs Mead and Garth Road under Contract 1.

13 LEAD AUTHORITY ROLE AND INDEMNITIES

13.1 The other Authorities (which in this clause shall mean Merton, Sutton

and Kingston) have agreed to delegate to the London Borough of

Croydon the function of entering the Contracts under Lot 1 and 2 as the

Lead Authority and continuing to act as the Lead Authority in any

associated matter requiring legal personality. 13.2 The other Authorities have authorised Croydon to warrant that Croydon

has the authority to enter into the Contracts under this Project for itself

and for and on behalf of the Authorities. 13.3 The other Authorities agree that in relation to the Contracts and other

associated documents executed in accordance with this agreement:

13.3.1 where any action is proposed to be taken by or on behalf

of an Authority arising out of or in relation to the Contracts

and any other associated documents such action may only

be taken by Croydon acting for that Authority in

accordance with the instructions of the Authorised Officer

and that the Authority will not act unilaterally;

13.3.2 any such action will be taken by Croydon alone for and on

behalf of the other Authorities;

13.3.3 in the event that any legal proceedings are issued

individually by any one of the other Authorities such

proceedings will be amalgamated into one claim to be

taken by Croydon alone for and on behalf of the one or all

of the other Authorities;

13.3.4 if any proceedings or claims are instituted against any of the Authorities arising out of Contract 1 then the costs of defending the proceedings or claims and the payment of any damages or settlement arising out of the proceedings or claims shall be shared equally between the Authorities provided that the claim is not solely attributable to the actions or omissions of the Authorities against whom the claim has been made and that the Authority against whom

the proceedings or claims have been instituted consults and notifies the other Authorities in defending the proceedings or claims;

13.3.5 if any proceedings or claims are instituted against Merton

and/or Sutton (or any other Authority if they subsequently

receive services under Lot 2) arising out of Contract 2 then

the costs of defending the proceedings or

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claims and the payment of any damages or settlement arising out of the proceedings or claims shall be shared equally between Merton and Sutton (or any other Authority who has subsequently obtained services under Lot 2) provided that the claim is not solely attributable to the actions or omissions of the Authorities against whom the claim has been made and that the Authority against whom the proceedings or claims have been instituted consults and notifies the other Authorities in defending the proceedings or claims

13.4 The other Authorities indemnify Croydon against any loss they may suffer as result of entering into the Contracts in accordance with this agreement, but only to the extent that the Loss was occasioned by an act or omission by the indemnifying Authority or Authorities in respect of

the Project between the issuing of a contract offer notice to the successful contractor and the signing of the Contracts, as well as from the date of signing the Contracts. This indemnity shall only cover any Loss sustained by Croydon arising out of any other Authority’s actions or omissions in respect of the project.

13.5 Croydon shall indemnify the other Authorities against any Loss

occasioned as a result of Croydon’s actions or omissions as Lead

Authority in respect of this Project. 13.6 Any Authority seeking indemnity from another Authority under this

Agreement shall:

13.6.1 promptly notify the indemnifying Authority of known

circumstances giving rise to such claim;

13.6.2 not admit, compromise or settle any claim without the

consent of the indemnifying Authority except where such

consent would be unreasonable in the circumstances of

the case;

13.6.3 take reasonable steps to mitigate any claim for which an

indemnity may be sought. 13.7 The other Authorities agree to cooperate with Croydon as required to

enable them to fulfil their role as Lead Authority. 13.8 Nothing in this Clause shall require any Authority to indemnify any other

Authority for Loss occasioned by the claiming Authority as a result of that

claiming Authority’s negligent acts or omissions.

14 INTELLECTUAL PROPERTY

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14.1 All intellectual property in any material created by or on behalf of

the Project during the Procurement Phase shall be owned jointly

by the Authorities and shall be available equally to each Authority.

14.2 Each Authority warrants that any intellectual property created by

its officers for the purposes of this Project will not infringe any third

party’s intellectual property rights.

14.3 Each Authority shall indemnify the other Authorities against any

Loss arising out of any dispute or proceedings brought by a third

party alleging infringement of its intellectual property rights by use

of the first Authority’s intellectual property for the purpose of the

Project.

14.4 Each Authority hereby authorises the other Authorities to use its

logo on documents and signage relating to this Project for such

period as this Second Phase C remains in force and subject

always to any Communications protocols or strategies agreed

between the Authorities.

15 PROJECT COSTS/BENEFIT PRINCIPLE, COST ALLOCATION AND PAYMENTS

15.1 The Authorities’ Client Function for Lot 1 shall mean that each Authority

is responsible for an equal share of the cost of the central client functions

and the full cost of their own Authority client function. A table of the

Authorities’ client function is attached to this Second Phase C IAA at

Schedule C.

15.2 Each Authority shall in principle meets its own costs but the overriding principle for this Agreement is “whole partnership whole life costs approach”. This being so, in some circumstances it may be appropriate for the Authorities to treat any additional Authority costs incurred as a shared cost where it may be advantageous for all the Authorities to incur the cost. Where a proposal would bring a benefit to all the Authorities, albeit that an Authority may incur increased costs, then all Authorities should benefit proportionately and any such increased costs should be offset in the business case for the proposal and met by the benefiting Authorities upon acceptance by all the Parties of the proposal. Proposals are to be evaluated in accordance with this principle and the best value criteria of economy, efficiency and effectiveness.

15.3 The Authorities shall share the costs reasonably incurred by each

Authority in respect of the Service Phase of the Project in accordance

with the Cost Allocation Scheme set out in Schedule A.

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15.4 In the event that one of the other Authorities disputes invoices submitted

under Contract 1 and/or Contract 2, that Authority shall follow the process in Schedule A of this Second Phase C IAA at paragraph 3.4 (Contract 1) and paragraph 6.3 (Contract 2) and shall notify the

Authorised Officer in sufficient time in order that the invoice may be disputed under the mechanisms provided by Contract 1 and/or Contract

2. 15.5 In the event that the Authorities dispute an invoice with Contractor (Lot

1) and/or Contractor Lot (2), the Authorities shall agree in advance of

the dispute being raised with the Contractor as to the allocation of costs

arising out of the dispute. The costs in relation to such a dispute will be

limited to interest charged on a disputed invoice. 15.6 Save for Clause 15.7, failure on the part of one or more of the other

Authorities to pay their share of an invoice as prescribed by Schedule A shall be resolved at the lowest operational level that is appropriate .

Failure to resolve the issue of a non-payment of an invoice by an Authority will be referred to the Management Group for resolution.

Repeated failure on the part of an Authority to pay invoices shall be dealt under Clause 16 (Remediation)

15.7 If Croydon fails to pay an invoice due under Contract 1 and/or Contract

2 which is not disputed by an Authority and the Authority has acted in

accordance with this Second Phase IAA, Croydon will be liable for any interest

or liability under the Contracts. 15.8 The financial costs of relocating services from Sites required for the

Contracts under Phase C shall generally be borne by the Authority concerned save that where the relevant Authority can show that in preparing a Site for the Phase C contractor it would thereby incur an exceptional financial cost when compared to the other Sites and such cost is a cost as described in Clause15.2 of this Second Phase C IAA. In these circumstances the Authorities may agree to treat that cost as being a cost to all the Authorities as a whole in accordance with the principles set out in Clause 15.2 of the Agreement.

15.9 The cost of remediation of any Sites used for the Phase C Contract(s)

that is a direct consequence of the Site being utilised for the Phase C

Contracts, and that is not the responsibility of the relevant Contractor,

shall be the responsibility of the borough that owns the Site. 15.10 Merton, Sutton and Kingston shall pay to the Lead Authority their share

of any capital payments required under Contract 1. Payment to arrive by

BACS transfer into the Lead Authority’s designated account in sufficient

time for the Lead Authority to comply with the mechanism payment

under Contract 1. 15.11 On expiry or termination of Contract 1, where additional assets that do

not form part of Schedule 14 of Contract 1 have been acquired solely

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for the provision of a service to a particular Authority, those assets will transfer to that Authority. Where additional assets are acquired during the life of Contract 1 using capital financing provided by an Authority and those assets will be used for the benefit of more than one Authority, at the point of purchase the Authorities shall agree where the asset will be transferred to at the end of Contract 1. Where additional assets are acquired without the provision of capital financing and which are used in the provision of services to more than one Authority those assets will be valued and transferred as agreed between the Authorities.

15.12 Merton and Sutton (and any other Authority obtaining services under

Contract 2) shall pay the Lead Authority their share of any capital

payments required under Contract 2. Payment to arrive by BACS

transfer into the Lead Authority’s designated account in sufficient time

for the Lead Authority to comply with the mechanism payment under

Contract 2. 15.13 On expiry or termination of Contract 2 where assets that have been

acquired solely for the provision of a service to a particular Authority

those assets will transfer to that Authority. If assets have been acquired

which are used in the provision of services to more than one Authority

those assets will be valued and transferred as agreed between the

Authorities.

16 REMEDIATION

16.1 At any time the Chief Executive of any Authority (“the First Authority”) may serve on the Chief Executive of the other

Authority (“the Second Authority”) a “Default Notice”, alleging that that Authority has failed to comply with its obligations under this

Agreement, setting out any suggested remedial action and any damage which the first Authority has or is likely to suffer as a result of the alleged failure. Any such Default Notice shall be

copied to all other Authorities at the time of service. 16.2 An Authority in receipt of a Default Notice shall have 14 days

within which to serve on the Chief Executive of the First Authority who served the Default Notice a “Counternotice”, setting out in respect of every matter contained in the Default Notice proposals for the remediation of the alleged failure and making good any loss which the First Authority may has suffered or may suffer as a result of the failure or the reasons why that alleged failure is

disputed. Any such Counter notice shall be copied to all other Authorities at the time of service.

16.3 Within 14 days of receipt of a Counter notice, the Chief Executive

of the First Authority shall send to the Chief Executive of the

Second Authority a “Notice of Acceptance” of any proposals

contained in the Counter notice in so far as those

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proposals are accepted by the First Authority, and may send a

“Notice of Dispute” in so far as no proposal satisfactory to the First

Authority is contained in the Counter notice, setting out in respect

of each proposal which is not accepted by the First Authority why

it is considered to be unacceptable.

16.4 Where any proposal in a Remediation Notice is accepted in a

Notice of Acceptance, the Second Authority shall implement that

proposal. 16.5 Where any matter is contained in a Dispute Notice, it shall fall to

be dealt with under the Disputes Procedure set out in Clause [23].

17 WITHDRAWAL AND CONSEQUENCES

17.1 Each Authority acknowledges that, if it withdraws from this Second Phase C IAA during the Service Phase (“Service Phase”) in relation to Contract 1, that withdrawal is likely to cause additional cost to the other Authorities including, but not limited to: (i) any claims which the Contractor may have against the

Authorities as a result of the failure on the part of the Authorities to comply with Contract 1;

(ii) the cost to the other Authorities of procuring a new contract with a third party or of negotiating a new or renegotiated Contract with the Contractor;

(iii) the loss to the other Authorities of the use of the Contractor’s facilities during this process, with the result that the other Authorities may incur additional cost;

(iv) any additional cost incurred as a result of there being fewer

Authorities who are parties to Contract 1. 17.2 In the event that an Authority withdraws after the signing of

Contract 1, the withdrawing Authority will indemnify the other

Authorities with regards costs incurred as a result of the

withdrawal, including re - procurement costs, incurred as a result

of the withdrawal. For the avoidance of doubt this shall not include

any costs associated with loss of opportunity.

17.3 Both Merton and Sutton (or any other subsequent Authority who

receives services under Contract 2) acknowledges that, if it

withdraws during the Service Phase of Contract 2, that withdrawal

is likely to cause additional cost to the other Authority and/or the

Lead Authority including, but not limited to:

(i) any claims which the Contractor may have against the

Authority and/or Lead Authority as a result of the failure on

the part of the withdrawing Authority to comply with

Contract 2,

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(ii) the cost to the other Authority and/or Lead Authority of procuring a new contract with a third party or of negotiating a new or renegotiated Contract with the Contractor;

(iii) the loss to the other Authority of the use of the Contractor’s facilities during this process, with the result that the other Authority may incur additional costs;

(iv) any additional cost incurred as a result of there being fewer

Authorities who are parties to Contract 2. 17.4 In the event that an Authority withdraws after the signing of

Contract 2, the withdrawing Authority will indemnify the other

Authority and/or Lead Authority with regards costs, including re-

procurement costs, incurred as a result of the withdrawal. For the

avoidance of doubt this shall not include any costs associated

with loss of opportunity. 17.5 Each Authority agrees that in the event that it gives notice of

withdrawal during the Service Phase (such notice to be in writing

to each Authority) to the other Authorities, then Clauses 17.1 and

17.2 above for Contract 1 and Clauses 17.3 and 17.4 above for

Contract 2 will apply.

17.6 Each Authority agrees that in the event that it gives notice of withdrawal from Contract 1 (such notice to be in writing to each Authority and during the Service Phase not to take effect for a

period of at least 36 months from the date on which it is served) to the other Authorities, it will indemnify the other Authorities

against any Loss which those other Authorities may suffer as a result of its withdrawal from this Agreement.

17.7 Merton and Sutton (or any subsequent Authority who receives

services under Lot 2) agrees that in the event that it gives notice of withdrawal from Contract 2 (such notice to be in writing to each Authority and during the Service Phase not to take effect for a

period of at least 24 months from the date on which it is served) to the other Authorities, it will indemnify the other Authority

against any Loss which the other Authority may suffer as a result of its withdrawal from this Second Phase C IAA.

17.8 Where any Authority withdraws from this Second Phase C IAA –

The obligations of that Authority in respect of the furtherance of the Project shall cease on such withdrawal;

This second Phase C IAA shall continue in force as respect any financial liabilities which have arisen or may arise out of the performance of this Agreement;

This second Phase C IAA shall remain in force in respect of any liability

of any Authority to indemnify the other Authorities under this Clause; and

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The Disputes Procedure set out in Clause [23] of this Second Phase C

IAA shall remain in force in respect of any of the matters arising from the

performance of or withdrawal of either Authority under this IAA.17.9 Notwithstanding the other provisions of this Clause 17, no Authority shall

be treated as having withdrawn from the Contracts if:

17.9.1 They have complied with Clauses 6.5 and 6.6 for Contract

1 and Clauses 6.8 and 6.9 for Contract 2 and

17.9.2 their withdrawal is a result of deciding not to take up the option to

extend Contract 1 and/or Contract 2.

17.10 If in the event an Authority after confirming the extension under Clauses

6.6 and/or 6.10 then withdraws this will be treated as termination and the

other provisions of this Clause 17 will apply.

18 VARIATION

18.1 The Authorities may vary the terms of this Second Phase C IAA subject

to Clause [3.8] above including admitting additional Councils to

participate in the Project, the terms of such admission to be agreed by

the Authorities. 18.2 Where an additional Council is admitted to participating in the Project it

shall enter into a Deed of Adherence in a form agreed by its Executive

or Committee and from the date of its admittance to the Project all

provisions of this Agreement shall apply to the admitted Council and the

definition of “Authorities” shall include it.

19 CONFIDENTIAL INFORMATION

19.1 Subject to Clauses[20] and [21], the Authorities shall at all times use their

reasonable endeavours to keep confidential (and to procure that their respective employees agents consultants and sub-contractors shall

keep confidential) all Confidential Information concerning the Project or the business and affairs of the other Authorities which may now or at any time hereafter be in its possession and shall not disclose it except with

the consent of the other Authorities, such consent not to be unreasonably withheld.

19.2 For the purposes of this Second Phase C IAA “Confidential Information”

means any information imparted to any Authority or their employees agents consultants or sub-contractors (“the Receiving Party”) which was imparted to the Receiving Party on the basis that it is to be kept confidential or would be by its nature normally be regarded as being confidential or to the knowledge of the Receiving Party which was obtained by the other Authorities on the basis that it was kept confidential or is of commercial value in relation to the Project but shall not include any information which is for the time being in the public

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domain otherwise than by reason of its wrongful disclosure by the

Receiving Party.

19.3 This Clause19 shall continue without limit of time and shall survive the

termination of this Second Phase C IAA. 19.4 This Clause 19 shall not prevent the disclosure of any Confidential

Information relating to the Project which is reasonably disclosed for the furtherance of the Project or the promotion of the Project provided that the Authority or person disclosing the information takes all steps that are

commercially practicable to preserve the confidentiality of the information and shall not prevent the disclosure of any Confidential

Information where required by law.

20 COMPLIANCE WITH LAWS

20.1 The Authorities shall at all times comply with all laws including but not

limited to the Data Protection Act 1998 and will, where appropriate

maintain a valid and up to date registration or notification under such

Laws. 20.2 Each Authority shall indemnify and keep indemnified the other

Authorities against all losses, claims, damages, liabilities, costs and

expenses (including reasonable legal costs) incurred by the other

Authorities in respect of any breach of this Clause by the Authority and/or

any act or omission of any sub-contractor. 20.3 Each Authority shall grant to the other Authorities the right of reasonable

access to all records of Personal Data relevant to the Project, as defined

and as permitted in the Data Protection Act 1998, and shall provide

reasonable assistance at all times during the currency of this Agreement

to ensure the quality and security of data collected.

21 FREEDOM OF INFORMATION

21.1 Each Authority acknowledges that the other Authorities are subject to

the requirements of the Freedom of Information Act 2000 and the

Environmental Information Regulations 2004 and each Authority shall

assist and co-operate with the other Authorities (at their own expense)

to enable the other Authorities to comply with these information

disclosure obligations. 21.2 Where an Authority receives a request for information under either the

Freedom of information Act 2000 or the Environmental Information

Regulations 2004 in relation to information which it is holding on behalf

of any of the other Authorities in relation to the Project, it shall:

21.2.1 Notify all the Authorities of receipt of the request for

information;

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21.2.2 transfer the request for information to the relevant other

Authority as soon as practicable after receipt and in any

event within two Working Days of receiving a request for

information;

21.2.3 provide the relevant other Authority with a copy of all

information in its possession or power in the form that the

Authority requires within ten Working Days (or such longer

period as the Authority may specify) of the Authority

requesting that information; and

21.2.4 provide all necessary assistance as reasonably requested by the relevant other Authority to enable that

Authority to respond to a request for information within the

time for compliance set out in the FOIA or the EIR.

21.3 The Authority who is sending the response to the request for information

shall ensure that all the other Authorities have sight of the draft response

to the request for information before it is sent. 21.4 Requests for information about Phase C and information regarding

responses to such requests made to the Authorities will be recorded on

their respective registers. The Partnership will also keep their own

informal register of such requests.

22 MATTERS REQUIRING APPROVAL

22.1 Notwithstanding any other provisions of this Agreement the

following will require unanimous approval of all of the Authorities:

(i) of any variation to the Contracts by the Lead Authority

(ii) if an authority that is not a member of the Partnership wishes

to join the Project by obtaining services under Lot 1 and/or Lot 2

(iii) where there is a value change in relation to financial solutions

or in terms of how the service is delivered under Contract 1 and/or

Contract 2.

22.1 In the event that the Authorities are unable to reach unanimous

agreement then the Authorities can agree to pursue the Dispute

Resolution under Clause 23 of this Agreement or continue as they

are.

23 DISPUTE RESOLUTION

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23.1 In the event of a dispute which cannot be resolved by the Authorities,

the issue shall, before any other remedy is sought (including arbitration

or legal proceedings) be referred to a meeting of the four Chief

Executives and the Leaders of the Authorities. 23.2 For the purposes of Clause 23.1 above a “dispute” shall mean a situation

where one or more of the Authorities has a fundamental objection to a

matter arising out of the Project generally and would seek to exercise a

veto on the matter. 23.3 An Authority wishing to invoke the dispute process must notify the Lead

Officers of the other Authorities and if such notice is given, the other

Authorities shall not be entitled to take a decision on that matter for 21 days (or such other time as agreed between the Authorities) to enable the meeting referred to in clause 23.1 during which the Authority which

has invoked the dispute process must prepare a summary and analysis in writing of their council’s reasons for their fundamental concern with

the matter they have raised. 23.4 An urgent meeting of the four Chief Executives of the Authorities shall

be convened within the 21 day period (or such time has been agreed

between the Authorities) to discuss the issue and to seek to resolve it.

The meeting when considering the issues will seek to achieve the

objectives of the Project as set out in this Second Phase C IAA. 23.5 Upon service of a Notice of Dispute the Authorities will attempt to settle

the issue in dispute ("Dispute") by mediation in accordance with the Centre for Dispute Resolution ("CEDR") Model Mediation Procedure or any other model mediation procedure as agreed by the Authorities. To initiate a mediation, any Authority may give notice in writing (a "Mediation Notice") to the others requesting mediation of the Dispute and shall send a copy thereof to CEDR or an equivalent mediation organisation as agreed by the Authorities, asking them to nominate a mediator. The mediation shall commence within twenty (20) Working Days of the Mediation Notice being served. If there is any point in respect of the conduct of the mediation upon which the Authorities are unable to agree within ten (10) Working Days from the date of the Mediation Notice, CEDR will, at the request of any Authority, decide that point for the Authorities, having consulted with them. The Authorities will co-operate with any person appointed as mediator providing him/her with such information and other assistance as he shall require and will pay his costs as he shall determine or, in the absence of such determination, such costs will be shared equally.

23.6 No Authority may commence any court proceedings in relation to any

Dispute until they have attempted to settle it by mediation under Clauses

23.1 to 23.5 and/or such mediation has terminated. The Authorities will

take no further steps in the court proceedings until any such mediation

commenced under Clauses s 23.1 to 23.5 has

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terminated. Nothing in this Clause 23 shall prevent an Authority from

having recourse to a court of competent jurisdiction for the sole purpose

of seeking a preliminary injunction or such other provisional judicial relief

as it considers necessary to avoid irreparable damage.

23.7 If the Dispute has not been resolved by the mediation procedure detailed

in Clauses 23.1 to 23.5 within three (3) month of the initiation of such

procedure, the Dispute shall be referred to the courts for resolution.

24 SEVERANCE

24.1 If any condition, provision or Clause of this Second Phase C IAA shall

become or shall be declared by any Court of competent jurisdiction to be

void, invalid, illegal or unenforceable in any way, such invalidity or

unenforceability shall in no way impair or affect any other provision all of

which shall remain in full force and effect.

25. ENTIRE AGREEMENT

25.1 This Second Phase C IAA constitutes the entire agreement and

understanding of the Authorities and supersedes any previous

agreement between the Authorities relating to the subject matter of this

Agreement.

26 WAIVER

26.1 The failure to exercise or delay in exercising a right or remedy provided

by this Second Phase C IAA or by law does not constitute a waiver of

the right or remedy or a waiver of other rights or remedies. 26.2 A waiver of a breach of any of the terms of this Second Phase C IAA or

of a default under this IAA does not constitute a waiver of any other

breach or default and shall not affect the other terms of this IAA. A waiver

of a breach of any of the terms of this IAA or of a default under this IAA

will not prevent an Authority from subsequently requiring compliance

with the waived obligation.

27 GENERAL

27.1 Nothing contained or implied herein shall prejudice or affect the Authorities’ rights and powers duties and obligations in the exercise of

their functions as Local Authorities and/or in any other capacity and all

rights powers discretions duties and obligations of the Authorities under

all Laws may at all times be fully and effectually exercised as if the Authorities were not party to this Second Phase C IAA and as if this IAA had not been made.

27.2 The Authorities shall only represent themselves as being an agent

partner or employee of any other Authority to the extent specified by

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this Second Phase C IAA and shall not hold themselves out as such nor as having any power or Authority to incur any obligation of any nature express or implied on behalf of any other Authority except to the extent specified in this IAA.

27.3 This Second Phase C IAA shall be governed by and construed in

accordance with English Law and shall be subject to the jurisdiction of

the Courts of England. 27.4 This Second Phase C IAA is personal to the Authorities and no Authority

shall assign transfer or purport to assign or transfer to any other persons

any of its rights or sub-contract any of its obligations under this IAA. 27.5 No person other than the Authorities shall be entitled to enforce any of

its terms under the Contracts (Rights of Third Parties) Act 1999. 27.6 Any notice required or permitted to be given by an Authority to the other

Authority under this Agreement shall be in writing and addressed to the

Chief Executive of the other Authority at its principal office.

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EXECUTED AS A DEED BY THE PARTIES

THE COMMON SEAL OF THE MAYOR AND BURGESSESOF THE ROYAL BOROUGH OF KINGSTON UPON THAMES was hereunto affixed to this Deed in the presence of

Mayor

Corporate Solicitor

THE COMMON SEAL OF THE MAYOR AND BURGESSES OF THELONDON BOROUGH OF CROYDON was affixed hereto in the presence of

authorised signatory for and on behalf of Croydon

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THE COMMON SEAL OF THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF MERTON

was affixed hereto in the presence of

authorised signatory for and on behalf of Merton

THE COMMON SEAL OF THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF SUTTON

was affixed hereto in the presence of

authorised signatory for and on behalf of Sutton

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Schedule A

Phase C Cost Allocation

1. Strategic Contract Management Costs allocation for Contract 1 and

Contract 2 (“Core Activity Costs”)

1.1 The principles which the Authorities will seek to apply to the allocation between the Authorities of the Core Activity Costs is

that such costs shall be met by each Authority equally.

1.2 For the purpose of this Second Phase C IAA the Core Activity Costs which form part of the budget as approved by the Joint Waste Committee in relation to the Partnership shall comprise

of:

(ii) Internal and external finance, (ii) legal and technical advice, (iii) project and contract management, (iv)document and data management, (v) external audit fees

(vi)communication planning.

1.3 For the avoidance of doubt the Core Activity Costs shall not include costs incurred by an Authority which are specific to its

own services.

1.4 Any costs that an Authority considers should be chargeable to Core Activity Costs must be agreed in advance by the

Management Group and the Authorised Officer.

1.5 Each Authority shall be responsible for securing that any Core Activity Costs incurred by that Authority are notified to the Authorised Officer and the Finance Lead for the Project

(“Finance Lead”).

1.6 The Authorised Officer shall be responsible for receiving all notifications from the Authorities of claimed Core Activity Costs

and confirming that such costs have been properly incurred.

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1.7 Following confirmation from the Authorised Officer that the Core

Activity Costs have been properly incurred, the Authority incurring

the costs shall also be responsible for recharging any such costs

to the Accountable Body at least quarterly.

1.8 The Finance Lead will be responsible for maintaining a record of

all such claims under paragraph 1.7 above and for providing each

Authority with a quarterly statement of Core Activity Costs

expenditure for the reporting period. This statement will include

details of each authority’s share of the core activities costs to

achieve the principle set out in paragraph1.1 above.

1.9 The Accountable Body will be responsible for recharging each

Authority their share of Core Activity Costs to achieve the

principle set out in paragraph 1.1 above by raising a VAT invoice

to each Authority within 30 days of receipt of a statement from the

Finance Lead.

1.10 Each Authority shall make payment for their share of Core Activity

Costs to the Accountable Body within 30 days of the invoice date

on the invoice from the Accountable Body. 2. Allocation of Service Costs for Contract 1 and Contract 2

2.1 The principles which the Authorities will seek to apply to the

allocation between the Authorities of the charges by the

Contractors to the Authorities under the Contract 1 and/or

Contract 2 (“the Service Costs”) are as follows:

(i) that each Authority shall meet the proportion of these costs

as set out in the payment mechanism under Contract 1 and

2, which is proportional in any period to the Authority’s

receipt of services under the Contracts.

(ii) For the purpose of illustrating how the Authorities

understand that the principle will be applied to the actual

terms of Contracts, it is assumed:

that the Contracts will be entered by Croydon as the Lead Authority on behalf of itself and the other Authorities and that each Authority shall be jointly

and severally liable for the entire Service Costs arising under the Contract;

that the Contract Management costs will only

include the Core Activity Costs set out in Paragraph

1.2 above;

3 Contract 1 - Invoicing procedure and Recharging

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3.1 For the purposes of this Schedule A :

(i) Fixed Costs are defined as the fixed items listed below in

paragraph 3.9 which are based on the base case and indexed

each year which results in the net cost of the fixed elements for

each borough’s monthly contract payment being known for the

contract year. (ii) Variable Costs are defined as the items listed below and are the

costs from the schedule of rates and pass through costs which

will be netted off against any deductions and annual revenue

share.

Invoicing

3.2In accordance with Clause 28.1 of Contract 1, Contractor (Lot 1), within ten (10) Business Days (as defined in Contract 1) after the last

day of each month during the Contract Period (around the 14th of

each month), will provide to the Authorised Officer a Monthly Report containing all information specified in Schedule 6 (Reporting Requirements) of Contract 1and setting out (to the extent the Contractor is able to do so) the calculation of the payment claimed by the Contractor in respect of the relevant Month. The monthly report will be distributed to Authority Lead Officers.

3.3The Authority Lead Officers will determine whether the Services

during the relevant period were performed to their satisfaction.

Confirmation that the services have been performed to their

satisfaction will be made by Authority Lead Officers emailing the

Authorised Officer at timescales to be agreed annually.

3.4If an Authority disputes the charges being invoiced they must inform

the Authorised Officer within timescales to be agreed annually.

3.5The Authorised Officer will liaise with the Lead Authority’s finance

department to confirm total charge per Authority.

3.6In addition to the monthly report received under paragraph 3.2 above,

the Lead Authority finance department will receive an invoice directly

from Contractor (Lot 1) for the monthly contract payment calculated

in accordance with the payment mechanism contained in Contract 1.

The Lead Authority must pay this invoice within thirty (30) Days of

receipt of the invoice unless there is a dispute with the invoice

(around the 10th of each month).]

3.7The Lead Authority will pay the monthly contract payment directly to

Contractor (Lot 1) following confirmation from the Authorised Officer

that the services have been performed to the satisfaction of the

Authority Lead Officers.

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3.8Any payment due to or from the Lead Authority for the variable

elements of the monthly contract payment will be made by the Lead

Authority raising a supplementary invoice/credit note to each

Authority at timescales to be agreed annually. Authorities must

pay/credit the invoice/credit note from the Lead Authority within thirty

(30) Days of the invoice date.

Recharging principles for the Monthly Contract Payment

3.9The monthly contract payment will be invoiced by Contractor (Lot 1)

by the 10th Business Day of each month and will consist of the following elements:

3.9.1 Payment for waste collection (fixed) 3.9.2 Income from guaranteed income share for recyclate

income (fixed) 3.9.3 Payment for street cleaning services (fixed) 3.9.4 Payment for Ad-hoc Cleaning Services in accordance with

the schedule of rates (variable) 3.9.5 Income from guaranteed income share for commercial

waste (fixed) 3.9.6 Payment for Winter maintenance Services Fixed payment

(fixed) 3.9.7 Winter Maintenance Services Variable payment (variable) 3.9.8 Net payment for non-service vehicle services (fixed) 3.9.9 Payment for pass through costs (variable) 3.9.10 Deductions (variable) 3.9.11 Revenue Share (variable)

3.10 For the Fixed Costs the Lead Authority will prepare an annual

invoice for each Authority at timescales to be agreed annually in the March preceding the start of the financial year that the invoice relates to. The Authorities will pay this invoice by BACS in 12 equal monthly instalments with payment to be made to the Lead Authority by the last day of each calendar month, with the first payment being due at the end of May. For the avoidance of doubt this does not affect an Authority’s right to dispute an invoice under paragraph 3.4 above.

3.11 For the Variable Costs, the costs from the schedule of rates and

pass through costs will be netted off against any deductions and annual revenue share. The applicable deductions in any given month

will be provided by Contractor (Lot 1) for agreement with the Authorised Officer and the Authority Lead Officers. Each Authority’s client teams will confirm the level of deductions that should be applied against the monthly contract payment and will confirm the total value Contractor (Lot 1) should be invoicing the Lead Authority. The deductions in Contractor (Lot 1)’s invoice will be identified for each Authority. Where a payment is due to or from

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the Lead Authority for the variable elements this will dealt with by the

Lead Authority raising a supplementary invoice/credit note to each

Authority in accordance with 3.8 above. Authorities must pay/credit

the invoice/credit note from the Lead Authority within 30 days of the

invoice date.

4. Annual Revenue Share- Contract 1

4.1 Where there is a revenue share under the provisions of Contract

1, the gross revenue share will be calculated annually for the

Project retrospectively with regards each year. Any income due

under these provisions will form part of a supplementary recharge

from the Lead Authority.

5. Purchase of capital assets – Contract 1

5.1Contractor (Lot 1) shall negotiate the price for the purchase of the capital assets with the supplier(s) of such assets on behalf of the Authorities (or the relevant Authority). At each capital asset drawdown round, Contractor (Lot 1) shall purchase the relevant capital assets directly from the supplier(s) by making the capital payment to the supplier(s) on the capital payment date in accordance with Schedule 14 (Capital Asset Schedule) of Contract 1 (see attached Appendix 1 to this Schedule A of this Second Phase C IAA).

5.2Contractor (Lot 1) will invoice the Lead Authority directly for the

Vehicles and the Lead Authority will be required to make payment

by BACS to Contractor (Lot 1) within 5 Working Days of receipt of

an invoice.

5.3The Lead Authority will raise an invoice to the Authorities for their

share and this invoice will be paid by BACS within 5 Working Days

of receipt of the invoice.

5.4The Authorities will own the assets, and the assets will be

included within each Authorities’ fixed asset registers. 5.5 Where assets are used in more than one Authority, the Authorities

will need to agree ownership of the shared assets at point of

purchase.

6. Contract 2 - Invoicing procedure and Recharging

6.1For the avoidance of doubt the definitions for Fixed Costs and

Variable Costs in paragraph 3.1 above applies to Contract 2 and

relate to the costs in paragraph 7.1 below.

Invoicing

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6.1In accordance with Clause 28.1 of Contract 2, Contractor (Lot 2) within ten (10) Business Days ( as defined in Contract 2) after the

last day of each Month during the Contract Period (around the 14th

of each month), will provide to the Authorised Officer a Monthly Report containing all information specified in Schedule 6 (Reporting Requirements) and setting out (to the extent the Contractor is able to do so) the calculation of the payment claimed by the Contractor in respect of the relevant Month. The monthly report will be distributed to Authority Lead Officers.

6.2The Authority Lead Officers from Merton and Sutton (and any other

Authority who subsequently receives services under Contract 2) will determine whether the Services during the relevant period were performed to their satisfaction. Confirmation that the services have

been performed to their satisfaction will be made by the Authority

Lead Officers emailing the Authorised Officer at timescales to be

agreed annually.

6.3If an Authority disputes the charges being invoiced they must inform

the Authorised Officer within timescales to be agreed annually.

6.4The Authorised Officer will liaise with the Lead Authority’s finance

department to confirm total charge for each Authority.

6.5In addition to the monthly report received as per paragraph 6.1

above, the Lead Authority’s finance department will receive an

invoice directly from Contractor (Lot 2) for the monthly contract

payment calculated in accordance with the payment mechanism

under Contract 2. The Lead Authority must pay this invoice within

thirty (30) days of receipt of the invoice unless there is a dispute with

the invoice (around the 10th of each month).

6.6The Lead Authority will pay the monthly contract payment directly to

Contractor (Lot 2) following confirmation from the Authorised Officer

that the services have been performed to the satisfaction of the

Authority Lead Officers.

6.7Any payment due to or from the Lead Authority for the variable

elements of the monthly contract payment will be made through the

Lead Authority raising a supplementary invoice/credit note to each

Authority at timescales to be agreed annually. Authorities must

pay/credit the invoice/credit note from the Lead Authority within 30

days of the invoice date.

7 Recharging principles for the Monthly Contract Payment – Contract 2

7.1The monthly contract payment will be invoiced by Contractor (Lot 2)

by the 10th business day of each month and will consist of the following elements:

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7.1.1 Payment for Core Horticultural Services (fixed) 7.1.2 Payment for Ad-hoc Horticultural Services (variable) 7.1.3 Payment for large and small pitches (fixed) 7.1.4 Payment for Play and Leisure Facilities Services (fixed) 7.1.5 Payment for Cleaning and General Maintenance Services

(fixed) 7.1.6 Payment for Events Services (variable) 7.1.7 Payment for Ad-hoc Arboricultural Services (variable) 7.1.8 Payment for Core Cemeteries Services (fixed) 7.1.9 Payment for Ad-hoc Cemeteries Services (variable) 7.1.10 Payment for Ad-hoc Nature Conservation Services

(variable) 7.1.11 Payment for Ad-hoc Asset and Investment and Project

service pass through costs (variable) 7.1.12 Payment for Ad-hoc Commissioned Labour Services

(variable) 7.1.13 Income from guaranteed income share for Sports Pitches

and Play and Leisure Facilities Services, Cemeteries Services, Allotments and from the Provision of Adventure Golf Services (fixed)

7.1.14 Annual Payment of Additional Income Revenue Share for Sports Pitches and Play and Leisure Facilities Services, Cemeteries Services and Allotments (variable)

7.1.15 Payment for pass through costs (variable) 7.1.16 Deductions (variable) 7.1.17 Monthly retention for the Performance Quality Monitoring

Systems to fund the Annual Staff Quality Bonus (fixed) 7.1.18 Annual payment to Contractor (Lot 1) for the Performance

Quality Monitoring Systems (variable)

7.2For the Fixed Costs the Lead Authority will prepare an annual invoice for each Authority at timescales to be agreed annually in the January preceding the start of the contract year that the invoice relates to. The relevant Authorities will pay this invoice by BACS in 12 equal monthly instalments with payment to be made to the Lead Authority by the last day of each calendar month, with the first payment being due at the end of May. For the avoidance of doubt this does not affect an Authority’s right to dispute an invoice under paragraph 6.3 above.

7.3 For the Variable Costs, the costs from services provided in accordance with the schedule of rates, pass through costs, Annual

PQMSP and any other variable costs will be netted off against any deductions and annual additional income revenue share. The applicable deductions in any given month will be provided by Contractor (Lot 2) for agreement with the Authorised Officer and the Authority Lead Officers. Each Authority’s client teams will confirm the level of deductions that should be applied against the monthly contract payment and will confirm the total value

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Contractor (Lot 2) should be invoicing the Lead Authority. The

deductions in Contractor (Lot 2)’s invoice will be identified for each Authority. Where a payment is due to or from the Lead Authority for the variable elements this will dealt with by the Lead Authority raising

a supplementary invoice/credit note to each borough in accordance with 6.7 above. Authorities must pay/credit the invoice/credit note

from the Lead Authority within 30 days of the invoice date.

8 Annual Revenue Share – Contract 2

8.1 Where there is a revenue share under the provisions of Contract 2,

the gross revenue share will be calculated annually for the Project

retrospectively with regards each year. 9. Contract Damages

9.1 For the purposes of this Second Phase C IAA “Service Costs”

shall not include any damages, penalties or other payments which

the Contractor may be entitled to receive as a result of any breach

of the Contracts by either or all of the Authorities (“Contract

Damages”).

9.2 The principles to be applied in respect of Contract Damages are:

(i) That each Authority shall be liable for any Contract

Damages arising from its own failure to comply with

Contract 1 and/or 2; and

(ii) That each Authority shall be liable [for the proportion of services] applicable

to that Authority of any Contract Damages arising from the failure of all

Authorities to comply with the Contracts, unless the Authorities agree an

alternative division of liability in any particular case to reflect the relative

responsibility of each Authority for the events giving rise to the Contract

Damages.

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Schedule B –Pensions

Pensions Cost Allocation

1. As Lead Authority, Croydon has agreed that staff employed by Merton

and Sutton who transfer under TUPE pursuant to the Contracts will join

the London Borough of Croydon Pension Fund (the "Fund") and that the

relevant Contractors under Lots 1 and 2 will enter into admission

agreements with Croydon as administering authority of the Fund.

2. Under the Contracts, the relevant Contractors will:

2.1 be credited with a notional fund within the Fund at the date on

which staff transfer to the Contractor of an amount to meet costs

of accrued benefits of staff as determined by the actuary to the

Fund;

2.2 subject as set out in clause 15.16 of the Contracts, pay

contributions determined by the actuary to the Fund, such

contributions to be the responsibility of Croydon;

2.3 pay any exit contribution under Regulation 64 of the Local

Government Pension Scheme Regulations 2013, such

contribution to be the responsibility of Croydon under the

Contracts.

3. The principle shall be that the pension costs met by Croydon in

accordance with the Contracts shall be shared between the

Authorities as and when they have staff who transfer to the

Services under the Contracts on a direct pass-through basis in

proportion to the liabilities of the Fund attributable to staff

transferring from each Authority and determined by the Fund

actuary at the date on which relevant staff transfer to the

Contractor from an Authority.

4. The Authority shall at the point at which their staff transfer to the

Contractor under the Contracts ensure that the administering

authority for the Local Government Pension Scheme fund in

which the relevant Authority participates, pays a bulk transfer

amount to the Fund in respect of those of their transferring staff

who consent to a transfer of benefits being made for them to the

Fund.

5. The bulk transfer value shall be of an amount required to enable

the Fund to credit a fully funded notional fund for the relevant

Contractor as required under the Contracts calculated by the

Fund actuary as at the date on which the staff transfer. As soon

as reasonably practicable after the Fund actuary has calculated

the bulk transfer amount he shall notify the relevant Authority's

actuary in writing of the particulars of the calculation and the

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data on which the calculation is based. Subject to the calculations

being referred to an independent actuary for determination in the

event of the relevant Authority's actuary objecting to the

calculation, payment of the bulk transfer value shall be made on

a date to be determined by the relevant Authority's actuary and

agreed by the Fund actuary.

6. The Contractors shall not be required to provide a bond. 7. Staff who transfer from Merton or Sutton and who wish to pay

additional voluntary contributions ("AVCs") will be able to pay

contributions to the AVC fund provided by Croydon. They will also

have the option to transfer their accumulated AVC balances from

their existing provider to the Croydon AVC provider. The

Contractors will manage the payroll disbursements relevant to the

payment of AVCs.

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Schedule C – Client Function – Contract 1

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Schedule C

Detailed client function: central client vs borough clients

Phase C Lot 1 – central client functions Phase C Lot 1 – borough client functions Other roles which support the SLWP

including Phase C

Budget monitoring and management Budget monitoring and management Finance Lead Cross-borough performance monitoring (e.g. all KPIs that aren’t Management of complaints and enquiries Legal Lead borough specific, cross-borough review of all performance) Monitoring of borough-specific KPIs (e.g. missed collections) Governance Lead Liaison with boroughs on borough-specific performance monitoring Analysis of borough-specific data, including customer numbers and

including monthly meetings service uptake

Single point of contact for the contractor for communications relating Street inspections and other waste and cleaning quality

to the Services. assurance work

Single point of contact for Contractor on Enforcement related matters Liaison with central client including participation in monthly

and co-ordination of work across boroughs if needed. meetings

Co-ordination of all multi-borough communications work Provision of borough specific information to central client

Liaison with external bodies, e.g. GLA, LWaRB, EA as needed Communications input and sign-off Identifying and applying for funding opportunities Provision of information to support funding bids

Ensuring regulatory compliance inc. permitting and H&S Verification and payment of invoices

Audit of Contractor’s data provision Input into annual review process

Co-ordination of FOI responses Issue winter maintenance instructions

Market testing Fleet management – purchase of vehicles

Bench-marking Issue fleet management instructions

Monitoring total volumes of complaints and overall quality of response Fleet works inspections and quality assurance

Quarterly strategic meetings with Contractor Environmental enforcement liaison with contractor and central

Provision of reports to JWC (or equivalent) committee client

Audit and scrutiny of open book accounts Call centre liaison with contractor and central client Management of payment and apportionment mechanisms ICT interface with contractor

Audit of all income streams (garden waste, commercial waste, 3rd Borough service development party vehicle maintenance services, recycling material sales)

Co-ordination of service development

Manage Annual Review process

Co-ordinate borough input into Annual Review

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Schedule D – Exit Strategy

1. Exit Strategy

1.1 This Schedule sets out an outline Exit strategy (‘Strategy’) to be followed

by the Authorities on termination or expiry of Contracts 1 and/or 2. This

Strategy shall provide the basis of the arrangements between the

Authorities, to ensure the seamless winding up of Contract 1 and/or 2

between the Authorities. The substantive Exit Strategies relating to

expiry or termination of the Services between the Partnership and the

Contractors are provided for in Contract 1 and Contract 2.

1.2 The Authorities will provide all reasonable assistance to one another to

facilitate the orderly transfer of services back to the respective

Authorities or to enable a third party to take over the provision of all or

part of the services previously provided under Contract 1 and/or 2.

1.2. This Schedule shall be reviewed as required.

1.3 The Strategy shall be finalised by the Authorities, 12 months prior to the

expiry or termination of Contract 1 and/or 2. The finalised Strategy shall,

as a minimum, deal with those areas set out in this Schedule to the

maximum level of detail as is reasonably possible to determine at the

time of preparation of the finalised Exit Strategy, together with such other

provisions the Authorities’ deem necessary at the time.

2. Communications

2.1 The Authorities’ shall continue to work closely with each other in relation

to the expiry or termination of Contract 1 and/or 2 between the Boroughs

and will share with each other all necessary information relevant to the

expiry or termination of the Contracts. 2.2 The Management Group shall be responsible for the implementation of

the Strategy and will work together and with the Partnership to ensure

the seamless exit from Contract 1 and/or 2. 2.3 The Authorities shall agree details of meetings to take place during the

implementation period of the Strategy. Unless agreed otherwise, these

meetings shall take place every two weeks.

3. Apportionment of Assets

3.1 Assets identified in the Asset Registers supplied under Contract 1 and/or

Contract 2 that are to be transferred back to the Authorities’ shall be

distributed between the boroughs in accordance with Clauses 15.11 and

15.13 of the Second Phase C IAA.

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3.2 All information relating to each asset (including maintenance logs,

condition data and all associated warranties and guarantees) shall be

provided to the relevant borough upon transfer of the asset. 3.3 Assets shall be physically transferred to the relevant Authorities in

accordance with the timeframes provided in the respective Exit

Strategies agreed between the Partnership and the Contractors.

4. Personnel

4.1 At the date of expiry or termination, it is anticipated that TUPE or

successor legislation may apply to all staff performing the services and

employed by the Contractor’s under Contract 1 and/or Contract 2. Upon

expiry or termination of Contracts 1 and/or 2 TUPE will be applied in

accordance with Clause 14 of Contract 1 and Clause 14 of Contract 2. 4.2 Unless otherwise agreed, personnel will transfer to the Authority he or

she primarily worked in during the term of the Contract. All information

relating to personnel made available to the Partnership by the

Contractors on expiry or termination shall be provided to the Authority

where that person has transferred within 10 working days of transfer. 4.3 If TUPE does not apply on the termination or expiry date, boroughs may,

at its discretion offer employment to persons employed under Contract

1 and/or Contract 2, in accordance with Clauses 14.12 and 14.13 of

Contract 1 and Clauses 14.12 and 14.13 of Contract 2. 4.4 Personnel shall be transferred to the respective boroughs in accordance

with the timeframes provided in the respective Exit Strategies agreed

between the Partnership and the Contractors.