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Dated 2020

BATH & NORTH EAST SOMERSET COUNCIL (1)

«Provider_» (2)

INDIVIDUAL SERVICE AGREEMENT

for Independence at Home services in Bath and North East Somerset

THIS FORM OF CONTRACT WILL GOVERN ALL PART A

PACKAGES OF CARE

Contents

Item Page

CONDITIONS OF CONTRACT 2

1 DEFINITIONS 2

2 INTERPRETATION OF THIS CONTRACT 7

3 THE SERVICES AND PERSONNEL 8

4 THE SERVICES 8

5 PROVIDER’S WARRANTIES, RESPONSIBILITY AND KNOWLEDGE 11

6 THE COUNCIL’S AUTHORISED OFFICER 12

7 THE PROVIDER’S AUTHORISED OFFICER 12

8 STAFF 12

9 SAFEGUARDING 14

10 PROVIDER’S EQUIPMENT 15

11 FINANCIAL ARRANGEMENTS 16

12 ASSIGNMENT AND SUBCONTRACTING 16

13 VARIATIONS AND CHANGE CONTROL 16

14 PERFORMANCE MONITORING AND CONTRACT REVIEW 16

15 INTELLECTUAL PROPERTY RIGHTS 17

16 ICT AND COMPUTER SYSTEMS 18

17 AUDIT AND MONITORING RIGHTS 18

18 RECORDS 19

19 PUBLICITY 20

FREEDOM OF INFORMATION, DATA PROTECTION AND CALDICOTT PRINCIPLES, CONFIDENTIALITY 20

20 FREEDOM OF INFORMATION 20

21 DATA PROTECTION AND CALDICOTT PRINCIPLES 21

22 CONFIDENTIALITY 24

ADDITIONAL STATUTORY OBLIGATIONS AND REGULATIONS 25

23 CORRUPT GIFTS AND PAYMENTS OF COMMISSION 25

24 EQUALITY 26

25 HEALTH AND SAFETY 26

26 WHISTLEBLOWING 26

27 ADDITIONAL SPECIFIC STATUTORY OBLIGATIONS 27

28 INSURANCE 28

29 LIABILITY AND INDEMNITY 29

30 FORCE MAJEURE 29

31 BUSINESS CONTINUITY 30

32 COMPLAINTS 30

33 DEFAULTS AND REMEDIES 31

34 TERMINATION 31

35 CONSEQUENCES OF TERMINATION 34

36 EXIT AND HANDOVER ARRANGEMENTS 36

GENERAL PROVISIONS 37

37 DISPUTE RESOLUTION PROCEDURE 37

38 THE CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999 38

39 LEGAL PROCEEDINGS 38

40 OMBUDSMAN 38

41 AGENCY 39

42 CONFLICT OF INTEREST 39

43 SEVERANCE 39

44 WAIVER 39

45 NOTICES 40

46 LAW AND JURISDICTION 40

SCHEDULE 1 - SPECIFICATION 42

SCHEDULE 2 – CONTRACT, RISK MANAGEMENT AND QUALITY MONITORING OF INDEPENDENCE AT HOME POLICY 72

SCHEDULE 3 – THE COUNCIL’S POLICY STATEMENTS 73

SCHEDULE 4 – PRICE AND PAYMENT SCHEDULE 74

SCHEDULE 5 - COMMISSIONING ORDER FORM 79

1 GENERAL 85

2 EXIT OBLIGATIONS 85

3 DOCUMENTATION AND DUE DILIGENCE 85

4 EXIT MANAGER 86

5 EXIT PERIOD 86

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BETWEEN (1) BATH & NORTH EAST SOMERSET COUNCIL of Lewis House, Manvers Street, Bath, BA1

1JG (Council); and

(2) «Provider_» (company registered number «Registered_») whose registered office is at

«Address_Line» (Provider)

WHEREAS

(A) The Provider has been appointed by the Council as a provider pursuant to the Council’s flexible framework for Independence at Home services.

(B) The Parties entered into a framework agreement (the “Framework Agreement”) on or around the date of this Agreement.

(C) This Agreement sets out the basis on which the Services are to be delivered.

IT IS AGREED THAT:

1 FORM OF AGREEMENT

1.1 This agreement with the following attached documents will together form the Contract:

Conditions of Contract Schedule 1 - Specification Schedule 2 - Contract, Risk Management and Quality Monitoring of Independence at Home Policy Schedule 3 - The Council’s Policy Statements Schedule 4 - Price and Payment Schedule Schedule 5 – Commissioning Order Form Schedule 6 – Not Used Schedule 7 – Information Sharing Agreement Schedule 8 – Exit Plan Schedule 9 – Safeguarding Requirements

1.2 The Provider shall provide the Services in accordance with the provisions of the Contract and subject to this, the Council shall make to the Provider the payments for each Package of Care as set out in Schedule 4.

CONDITIONS OF CONTRACT

A DEFINITIONS AND INTERPRETATION 1 DEFINITIONS

Activity Indicator or AI means the activity indicators as defined and set out in Schedule 1 (Specification); Affected Party means a party affected by a Force Majeure Event;

Authorisation means an authorisation given by the Council after completion of the statutory assessment process in relation to a Service User, giving lawful authority to deprive a person of their liberty;

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Authorised Officers means the individual(s) appointed by the Provider and the Council to represent them under this Contract;

Best Value Duty means the duty imposed on the Council by Part 1 of the Local Government Act 1999 (“1999 Act”) (as may be amended from time to time) and under which the Council is under a statutory duty continuously to improve the way its functions are exercised having regard to a combination of economy efficiency and effectiveness and to the guidance issued from time to time by the Secretary of State, the Public Sector Audit Appointments Limited and the Chartered Institute of Public Finance and Accountancy pursuant to or in connection with Part 1 of the 1999 Act and any subsequent legislation;

Bribery Act means the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any related guidance or codes of practice issued by the relevant government department;

Business Continuity Plan means a plan agreed between the Parties to provide effective prevention and recovery in connection with the Services if the Services are exposed to internal or external threats;

Caldicott Principles means the general principles that health and social care organisations should apply relating to confidentiality and security of personal data held by it;

Change in Control means any change in control as defined by section 416 of the Income and Corporation Taxes Act 1988;

CHC Assessment means the assessment prepared by or on behalf of the CCG which identifies the needs of the Service User;

Commencement Date means the date specified in Clause 3.1.1, which is the first date on which the Provider is obliged to provide the Services to the Contract Standard;

Commercially Sensitive Information means any Confidential Information comprised of information which is provided in writing by the Provider to the Council in confidence and designated as Commercially Sensitive Information;

Commissioning Order or Order means an order under which an individual Package of Care for Independence at Home may be ordered via a Commissioning Order Form;

Commissioning Order Form means a completed Order in the form as set out in Schedule 5 under which an individual Package of Care for Independence at Home may be ordered;

Competent Body means anybody that has authority to issue standards or recommendations with which either party must comply;

Conditions of Contract means these terms and conditions of contract;

Confidential Information means

(a) any information which has been designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which would or would be likely to prejudice the commercial interests of any person, trade secrets, rights in Intellectual Property, know-how of either Party and all personal data and sensitive data within the meaning of the Data Protection Act 2018;

(b) the Commercially Sensitive Information; and

(c) the Council Data;

Continuous Improvement Plan means the plan at Clause 4.6;

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Contract means these Conditions of Contract, the form of agreement to which they are attached and all attached schedules;

Contract Period means the period during which this Contract shall remain in force and effect pursuant to Clause 3 and shall be the period from the Commencement Date to the Expiry Date inclusive;

Contract Standard means that standard set out in Clause 4.1;

Council Care and Support Plan means the plan prepared by the Council in accordance with Sections 24 and 25 of the Care Act 2014 or the CCG’s CHC Assessment which sets out the support and care services which are necessary in order to meet the outcome requirements of the Service User;

Council Data means the Council Care and Support Plans;

Council’s Equipment means all fixed equipment and/or mechanisms provided by the Council at a Service User’s home for use in connection with the Services;

Council’s Policy Statements means those Policy Statements of the Council set out in Schedule 3

Council’s Safeguarding Requirements means the Council’s requirements and procedures on safeguarding set out in Schedule 9;

Council’s System means the Council's computing environment as at the Commencement Date (consisting of hardware, software and/or telecommunications networks or equipment) used by the Council in connection with this Contract which is owned by the Council, or licensed to the Council by a third party and which interfaces with the Provider’s System or which is otherwise necessary for the Service Users(s) and/or Council to receive the Services;

CQC means the Care Quality Commission or any successor body to the CQC which has responsibility for the regulation of services like the Services;

Critical Performance Default means a Performance Default which significantly or materially affects the Provider’s provision of the Services to the Contract Standard or undermines the fundamental purpose of the Contract;

Data Controller shall have the meaning set out in the Data Protection Act 2018;

Data Loss Event means any event that results, or may result, in unauthorised access to Personal Data held by the Data Processor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach;

Data Processor shall have the meaning set out in the Data Protection Act 2018;

Data Protection Impact Assessment means an assessment by the Data Controller of the impact of the envisaged processing on the protection of Personal Data;

Data Protection Legislation means the Data Protection Act 2018, 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;

Data Protection Officer shall have the meaning set out in the Data Protection Act 2018; Data Subject shall have the meaning set out in the Data Protection Act 2018;

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Data Subject Request means a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data;

DBS means the Disclosure and Barring Service;

Deprivation of Liberty/DoL means the framework of safeguards set out in Schedule A1 of the Mental Capacity Act 2005 (as amended and updated from time to time);

Dispute Resolution Procedure means the procedure set out in Clause 40 of this Contract;

Environmental Information Regulations means the Environmental Information Regulations 2004;

Equalities Legislation means all Law which makes unlawful discrimination, harassment and/or victimisation on grounds of age, disability, marital or civil partnership status, sexual orientation, gender reassignment, pregnancy and maternity, race, religion or belief, sex and sexual orientation or temporary or part-time status in employment or otherwise including, without limitation, the Equality Act 2010, the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000 as amended, the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002 and / or any preceding, successor or amending Legislation concerning the same;

Expiry Date means the date specified in Clause 3.1.2;

Exit Plan means the exit plan set out in Schedule 8;

Fellow Provider means any other provider engaged to provide services to the Council;

FOIA means the Freedom of Information Act 2000 and any subordinate legislation made under such 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;

Force Majeure Event means any of the following events that materially affecting the performance by a Party of its obligations under this Contract: fire, flood, earthquake, windstorm or other natural disaster; epidemic or pandemic; terrorist attack; nuclear, chemical or biological contamination; extreme adverse weather conditions; interruption or failure of utility service;

Former Provider means a provider previously appointed by the Council to provide all or any of the services but who is not a provider under the Framework Agreement or a Fellow Provider who ceases to be a provider under the Framework Agreement or who hands over responsibility for a Package of Care to another Fellow Provider;

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 this Contract or defrauding or attempting to defraud or conspiring to defraud the Council;

GDPR means the General Data Protection Regulation as set out in Regulation (EC) 2016/679 as amended and or updated from time to time;

Good Industry Practice means using standards, practices, methods and procedures conforming to the Law and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced person engaging in a similar type of undertaking under the same or similar circumstances;

Independence at Home is an umbrella term used to describe the Services commissioned under this Framework Agreement whether via an Individual Service Agreement or a Part B Contract. The term supports the creative thinking needed by the Council and the providers to transform Services in order to meet future demand. References to “Independence at Home” also include references to Homecare and Domiciliary Care, “Waking Nights” and Sleep In Nights” and any other services which are added to the Framework Agreement including but not limited to “Live-In Care”.

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Information shall have the meaning given under Section 84 of the Freedom of Information Act 2000;

Intellectual Property means all intellectual and industrial property rights of any nature whatsoever, including without limitation:

(d) patents, copyrights, database rights, domain names, internet web content including IP addresses and metadata, design rights;

(e) all rights in or arising out of discoveries, inventions, improvements, know-how, confidential information, trademarks, designs and works;

(f) the right to apply for any form of protection for any of these, applications for and registrations of any of these and all resulting registrations,

which subsist now or will subsist in future in every part of the world for their full terms including any renewals and extensions, and the right to receive any income from them and any compensation in respect of their infringement;

IR35 means the off-payroll working rules which apply to a worker providing services through an intermediary;

Key Performance Indicators or KPI means the key performance indicators as defined and set out in Schedule 1 (Specification);

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;

MCA means the Mental Capacity Act 2005 (as amended and updated from time to time);

Ombudsman means a local commissioner (known as the Local Government and Social Care Ombudsman) who is responsible for conducting investigations for the Commission for Local Administration in England (CLAE), which is a body of commissioners established under the Local Government Act 1974 and which, has the power to investigate complaints about councils (and certain other bodies) in England;

Package of Care means an arrangement for a Service User to receive care which supports their Independence at Home pursuant to the terms of the Framework Agreement and this Contract and in accordance with that Service User’s Commissioning Order;

Party means a party to this Contract and Parties shall be construed accordingly;

Performance Default means any negligent act or omission; and/or

• any breach of contract; and/or

• any failure by the Provider properly to perform any of the obligations, terms and

Clauses of the Contract including (without limitation) any failure to perform the Services to the Contract Standard;

Personal Data shall have the meaning set out in the Data Protection Act 2018;

Personal Data Breach shall have the same meaning as set out in the Data Protection Act 2018;

Price means the price for the Services as set out in Schedule 4;

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Provider’s Authorised Officer means such person nominated in writing by the Provider to act as the Provider’s representative in relation to this Contract and approved by the Council’s Authorised Officer;

Provider’s Equipment has the meaning set out in Clause 10.1;

Provider’s System means any computer or IT system used in the provision of the Services;

Regulatory Body means any body other than CQC carrying out regulatory functions in relation to the Provider and/or for which the Provider the has legal responsibility;

Replacement Provider means any third party appointed by the Council from time to time to provide all or any of services which are substantially similar to any of the Services, or received in substitution for any of the Services, following the expiry, termination or partial termination of this Contract whether those services are provided by the Council internally and/or by any third party;

Request for Information means a request for information or an apparent request under the FOIA;

Serious Incident Report means the report of a serious incident;

Service(s) means the Services to be provided pursuant to this Contract, more particularly described in the Specification and any reference to “Service” shall be construed accordingly;

Service User means an individual service user that the Council has determined shall receive Services to support Independence at Home, and Service Users shall be construed accordingly;

Significant Decision means a decision that needs to be made relating to serious medical treatment or change of accommodation of a Service User in circumstances in which there are no friends or family who it would be appropriate to consult on the decision;

Specification means the description of the Services to be provided under this Contract appearing in Schedule 1;

Staff means all persons employed or engaged by the Provider to perform this Contract together with the Provider’s servants, agents, suppliers, temporary staff, voluntary staff, trainees, students, and self-employed staff used in the performance of its obligations under this Contract and/or the provision of the Services;

VAT means value added tax charged under the Value Added Tax Act 1994 or any similar tax from time to time replacing it or performing a similar fiscal function;

Variation means any change to:

(i) the terms and Conditions of Contract or Schedules;

(ii) the Services or any part of them; and/or

(iii) the standard of performance required of a Party materially over and above that expressly stated or provided for under this Contract;

Warning Notice has the meaning attributed to it in Clause 36.14; and

Working Day means Monday to Friday excluding bank holidays between the hours of 9 a.m. and 5.30 p.m.

2 INTERPRETATION OF THIS CONTRACT

2.1 Except as otherwise expressly provided, the documents comprising this Contract are to be taken as mutually explanatory of one another.

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2.2 Any references to any Act of Parliament or other Law shall be deemed to include any amendment, replacement or re-enactment thereof for the time being in force.

2.3 Headings are included for ease of reference only and shall not affect the construction or interpretation of any provision to which they refer.

2.4 The expression ‘person’ used in this Contract shall include (without limitation) any individual partnership, local authority or incorporated or unincorporated body.

2.5 In this Contract, the masculine includes the feminine and the neuter and vice versa; the singular includes the plural and vice versa.

2.6 References to Clauses or Schedules shall be to Clauses and Schedules of this Contract.

2.7 Any undertaking hereunder not to do any act or thing shall be deemed to include an undertaking not to permit or allow the doing of that act or thing where that permission or allowance is within the control of the Provider.

2.8 Any reference to a month or day shall, unless otherwise specified, be to a calendar month or day respectively.

2.9 Words preceding “include”, “includes” or “including” shall be construed without limitation to the words which followed those words.

2.10 In the event of any inconsistency or conflict between the main body of this Contract and the Schedules, the order or precedence as set out below shall prevail:

2.10.1 the Conditions of Contract;

2.10.2 Schedule 1 (Specification);

2.10.3 the remaining Schedules of this Contract

3 THE SERVICES AND PERSONNEL

3.1 Duration of Contract

3.1.1 The Contract shall commence on 24th February 2020 (“Commencement Date”)

3.1.2 The Provider shall provide the Services to the Contract Standard from the Commencement Date until the soonest of:

• The Contract is terminated in accordance with its terms

• 23rd February 2027 (“Expiry Date”)

3.2 The Provider shall execute the Contract promptly and shall not, save unless and to the extent that it may be expressly authorised in advance in writing by the Council, commence the provision of the Services or to be entitled to any part of the Price(s) or any remuneration whatsoever until it has so executed the Contract.

3.3 The Provider shall arrange and attend as many meetings with the Council, the Former Provider(s) and any Fellow Provider as are reasonably necessary for the successful mobilisation of the Services and/or a Package of Care.

4 THE SERVICES

4.1 The Provider shall provide the Services throughout the Contract Period:

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4.1.1 in accordance with this Contract and in particular the Specification, which forms part of the Contract;

4.1.2 in accordance with the relevant Council Care and Support Plan(s);

4.1.3 in co-operation with Fellow Providers and any other Council contractors as required to perform the Services;

4.1.4 in a manner that does not damage the Council’s reputation;

4.1.5 in accordance with Law;

4.1.6 in accordance with Good Industry Practice;

4.1.7 in accordance with the Council’s Policy Statements and the Council’s policies;

4.1.8 using all due skill care and diligence as would a competent provider carrying out services of the same scope or nature as the Services;

4.1.9 as a minimum, meeting (and with the aim of exceeding) the minimum thresholds (targets) of the KPIs;

4.1.10 where applicable, and subject to the Council’s prior written consent, in accordance with the registration and regulatory compliance guidance of CQC and any other Regulatory Body;

4.1.11 responding, where applicable, to all requirements and enforcement actions issued from time to time by CQC or any other Regulatory Body;

4.1.12 considering and responding to the recommendations arising from any audit, death, Serious Incident Report;

4.1.13 in compliance with the recommendations issued from time to time by a Competent Body; and

4.1.14 in accordance with the reasonable written instructions of the Council’s Authorised Officer pursuant to or in connection with the Contract.

together “the Contract Standard”:

In the event of any conflict between these requirements, the highest or most onerous of these shall apply.

4.2 The Provider shall obtain and maintain for the entire Contract Period such registration with any relevant bodies required by Law in order to provide the Services.

4.3 The Provider shall discharge its obligations under this Contract by deploying appropriate, competent, qualified and trained Staff. Except as otherwise specified in this Contract, the Provider shall provide a sufficient number of Staff, the Provider’s Equipment, the Provider’s System, information and data and anything else whatsoever required for the provision of the Services within the Price to the Contract Standard.

4.4 The Provider shall provide the Services in a manner that conserves energy, water, wood, paper and other resources to reduce waste and phases out the use of ozone depleting substances and minimises the release of greenhouse gases volatile organic compounds and other substances damaging to health and the environment.

4.5 The Provider shall be entitled to use the Council’s Equipment as required for the provision of the Services. Where the Provider becomes aware that the Council’s Equipment is not functioning as it

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should be or is broken or damaged the Provider will report this as soon as possible to the Council’s Authorised Officer.

4.6 In recognition of the Best Value Duty, the Parties to this Contract shall work together to identify how the Services can be continuously improved. Reviews shall be conducted in accordance wi th Clause 17 (Performance Monitoring and Contract Review) and these Conditions of Contract generally. The Provider agrees to co-operate fully and assist the Council at no extra charge in any manner reasonably required by the Council in connection with the Council’s performance of this duty. The Provider shall observe and facilitate the Council’s request of cost savings. Where appropriate, a Variation shall then be made in accordance with Clause 16 (Variations and Change Control), provided that such Variation does not constitute a material change to the Contract.

4.7 The Provider shall not undertake any act or omission which has or could reasonably be expected to have an adverse impact upon the provision of any of the Services or the Council’s System, the Council’s Equipment or services of the Council.

4.8 The Provider acknowledges the Council’s statutory duties under the Care Act 2014 regarding market oversight, sustainability and provider failure. Where requested to do so by the Council for these purposes, the Provider shall provide the Commissioner with appropriate information regarding the Provider’s organisation and services and shall support local system resilience initiatives run by the Council.

Withholding and/or Discontinuation of Service

4.9 Except where required by the Law, the Provider shall not be required to provide or to continue to provide Services to any Service User:

4.9.1 who displays abusive, violent or threatening behaviour unacceptable to the Provider (acting reasonably and taking into account the mental health of that Service User);

4.9.2 in that Service User’s domiciliary care setting or circumstances (as applicable) where that environment poses a level of risk to the Staff engaged in the delivery of the relevant Service that the Provider reasonably considers to be unacceptable; or

4.9.3 where expressly instructed not to do so by an emergency service provider who has authority to give such instruction, for so long as that instruction applies.

4.10 If the Provider proposes not to provide or to stop providing a Service to any Service User under Clause 4.9:

4.10.1 the Provider must inform the Council in writing without delay and wherever possible in advance of taking such action and the Council and the Provider will discuss the issue to explore if there is any alternative to the cessation of Services;

4.10.2 where Services will no longer be provided and where reasonably possible, the Provider must explain to the Service User, taking into account any communication or language needs, the action that it is taking, when that action takes effect, and the reasons for it (confirming that explanation in writing within two (2) Working Days);

4.10.3 the Provider must tell the Service User of the right to challenge the Provider’s decision through the Provider’s complaints procedure and how to do so;

provided that nothing in this Clause 4.10 entitles the Provider not to provide or to stop providing the Services where to do so would be contrary to the Law.

4.11 If the Provider gives a notification of a death or other incident to the CQC or any other Regulatory Body which directly or indirectly concerns any Service User, the Provider must send a copy of it to the Council within five (5) Working Days.

Exclusivity

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4.12 This Contract shall not be exclusive and the Council reserves the right to place work constituting all or any part of the Services with a Fellow Provider and/or a third party at any time during the Contract Period or to carry out that work itself. The Council offers no warranties, guarantees or assurances in relation to the volume or value of any work to be carried out by the Provider under the Contract. The Council also reserves the right to omit any part or parts of the Services pursuant to the variation provisions in Clause 13.

Packages of Care

4.13 Each Package of Care under this Contract shall commence upon the earlier of (a) the Provider returning the signed Commissioning Order pursuant to the terms of the Framework Agreement or b) the Provider commencing delivery of the Services to the relevant Service User and shall, subject to the terms of the Order, survive expiry of this Contract.

4.14 The terms applicable to each Package of Care shall comprise of the terms of this Contract, the Order and the relevant Council Care and Support Plan.

5 PROVIDER’S WARRANTIES, RESPONSIBILITY AND KNOWLEDGE

5.1 The Provider warrants, undertakes and represents that:

5.1.1 it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Contract;

5.1.2 this Contract is executed by a duly authorised representative of the Provider;

5.1.3 in entering into this Contract it has not committed any Fraud;

5.1.4 it has obtained all registrations, licences, authorisations, or permits required to perform its obligations under this Contract;

5.1.5 it has not paid commission nor agreed to pay any commission to the Council or any person employed by or on behalf of the Council in connection with this Contracts or any other contract with the Council or any person employed by or on behalf of the Council;

5.1.6 it has not committed any offence under the Bribery Act;

5.1.7 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Contract;

5.1.8 it is not subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under this Contract; and

5.1.9 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider's assets or revenue.

5.2 The Provider shall be responsible for the accuracy of all documentation and information or anything else supplied to the Council by the Provider and the Provider shall pay the Council any extra costs incurred by the Council as a result of any discrepancies, errors or omissions therein.

5.3 The Provider shall alert the Council to the risk or the existence of any reason which may prevent the Provider from performing the Services as required in whole or in part as long in advance (and as fully) as reasonably practicable in the circumstances.

5.4 The Provider shall be deemed to have examined the documents constituting the Contract, including the Conditions of Contract, the Specification and the other Schedules and to have

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satisfied itself before tendering as to the correctness and sufficiency of its tender submission to cover all its obligations under this Contract and for all matters and things necessary for the proper completion of the Services.

6 THE COUNCIL’S AUTHORISED OFFICER

6.1 The Council shall appoint an Authorised Officer to administer this Contract and act as its representative. The Council may from time to time replace the Authorised Officer and shall notify the Provider in writing of this change.

6.2 The Council’s Authorised Officer shall upon written notice to the Provider be entitled to delegate their role to other persons as they see fit.

6.3 Where this Contract authorises the Council’s Authorised Officer to instruct the Provider, the Provider shall comply with these instructions.

7 THE PROVIDER’S AUTHORISED OFFICER

7.1 The Provider shall provide in writing the name, telephone number and contact address for the Provider’s Authorised Officer who will be the Council’s main point of contact for the Provider. Where there is a change to the Provider’s Authorised Officer the Provider must notify the Council as soon as possible and in any event within 5 Working Days.

7.2 The Provider’s Authorised Officer must be empowered by the Provider to take decisions in respect of this Contract and must be available to the Council during reasonable working hours. The Provider’s Authorised Officer shall upon reasonable notice attend any meetings relating to the Services at the request of the Council.

7.3 The Provider’s Authorised Officer must have sufficient knowledge of this Contract and the Services to act as the Provider’s main representative.

8 STAFF

8.1 The Provider shall ensure that the Staff shall be sufficient in number, be properly and suitably qualified, competent, skilled, honest, instructed, trained, experienced and supervised and shall at all times exercise due care in the execution of their duties as well as procuring that such Staff shall:

8.1.1 comply with the relevant provisions of the Contract;

8.1.2 comply with all relevant Law; policies, codes, rules, procedures and standards of the Provider; and all relevant rules, codes, policies, procedures and standards of the Council notified to the Provider by the Council’s Authorised Officer from time to time; and

8.1.3 enable the Provider to perform its obligations under the Contract during periods of absence of staff due to sickness, parental leave, holidays, training or otherwise; and

8.1.4 comply with the rules, regulatory and statutory requirements in relation to health and safety at work.

8.2 The Provider shall be liable for all costs relating to its Staff and any acts, omissions or defaults of its Staff howsoever arising in connection with the Services.

8.3 The Provider shall at all times during the Contract Period provide sufficient supervisory Staff to ensure that Staff are adequately supervised and able to perform their duties to the Contract Standard.

8.4 The Provider shall give the maximum possible advance warning of prospective industrial action and/or industrial dispute by its Staff likely to affect the performance of this Contract and shall take

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all reasonable steps to mitigate any impact on the Services. For the avoidance of doubt, industrial action by Staff shall not relieve the Provider of the obligation to provide the Services to the Contract Standard.

8.5 The Provider shall not (and shall take all reasonable steps to ensure that members of Staff shall not) in any circumstances solicit or accept gratuity, tips or any other form of money taking or reward, from any person in connection with the provision of all or any part of the Services other than pursuant to the terms of the Contract.

8.6 The commission of any act prohibited by Clause 8.5 by the Provider or any member of Staff will be regarded by the Council as a matter of serious misconduct and, without prejudice to any of the Council’s other rights under this Contract or at law:

8.6.1 the Council shall be entitled in respect of the commission of any such act by a member of Staff to require the removal forthwith from the provision of the Services such member or members of Staff and the Provider shall comply with this requirement; and

8.6.2 the Council shall be entitled in respect of the commission of any act by the Provider to terminate this Contract forthwith or on such period of notice as the Council may decide.

8.7 For the avoidance of doubt, Clause 8.6.1 shall operate without prejudice to any rights the Council may have under Clause 34 to terminate this Contract.

8.8 The Provider shall complete the Adult Social Care Workforce Data Set (ASCWDS) as applicable to its workforce on at least an annual basis in accordance with the timetable set out by the Council.

Pre-Employment Checks

8.9 The Provider shall carry out appropriate pre-employment checks prior to the appointment of an individual in connection with the Services (including but not limited to references, medical clearance (if required), proof of right to work in the UK, professional registration/qualifications and the issuing of a satisfactory disclosure and barring certificate by the DBS, where relevant). Prior to making any offer of employment, the Provider shall carry out a risk assessment: in relation to any non-UK citizen and any UK citizen who requires a criminal records check and who has lived abroad for six (6) months or more in the five (5) year period prior to being considered for appointment in connection with the Services.

8.10 The Provider shall obtain consent prior to the commencement of any work by any Staff member employed to work in connection with this Contract, to carry out all necessary checks under Clause 8.8 and shall obtain consent of the Staff member to provide evidence upon the request of the Council that such checks have been carried out.

8.11 Without affecting the Provider’s rights and obligations as an employer, the Council or the Council’s Authorised Officer may, to the extent reasonably necessary to protect the standards and reputation of the Council and following consultation with the Provider, request the Provider to remove from the Services or relevant part of it any person or member of Staff (including the Provider’s Authorised Officer) and the Provider shall forthwith comply with such request. The Council shall not in any circumstances be liable to any such person or member of Staff or to the Provider in relation to any such removal, and the Provider shall fully and promptly indemnify the Council in respect of any claims brought by any such person or member of Staff arising from it.

8.12 The Provider through monitoring of its compliance with this Clause 8 shall ensure that the Council is kept advised at all times of any Staff member who, subsequent to his/her commencement of and during employment as a Staff member, commits any criminal act whatsoever or whose previous convictions become known to the Provider or commits any act which puts or could put users of the Service or the Council at risk.

Offer of Employment

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8.13 The Provider shall not, for the Contract Period or a period of twelve (12) months afterwards, employ or offer employment to any of the Council’s employees and/or personnel who have been associated with the procurement and/or the contract management of the Services. This Clause shall not affect an offer of employment which results from a response by the employee and/or personnel member to any public advertisement.

Status of Staff

8.14 This Contract constitutes a contract for the provision of services and not a contract of employment.

8.15 For the avoidance of doubt, the Parties do not intend Staff working on or for this Contract to be off-payroll working through an intermediary for the purposes of IR35. The Provider must promptly notify the Council in writing if the status of any Staff changes in the case where they fall within IR35.

8.16 The Council may at its absolute discretion request from the Provider at any time throughout the Contact Period until six (6) years after the Contract has been terminated, information in order to determine whether Staff fall within IR35. The Provider shall provide the requested information promptly and in sufficient detail to the satisfaction of the Council.

8.17 The Provider shall be liable for and shall fully and promptly indemnify and keep indemnified the Council for and in respect of:

8.17.1 any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where recovery is not prohibited by law;

8.17.2 all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and

8.17.3 any liability arising from any employment related claim or any claim based on worker status or IR35 (including reasonable costs and expenses) brought by the Provider against the Council arising out or in connection with the provision of the Services.

9 SAFEGUARDING

9.1 The Provider shall maintain and keep up to date appropriate policies on child protection and the protection of adults at risk. These policies shall comply with any legislative and registration/regulatory requirements, Department of Health guidelines and also with policies, procedures and guidelines issued by the Council. The Provider shall ensure that these policies, procedures and guidelines are communicated to Staff and that appropriate training is provided to Staff in relation to them.

9.2 The Provider shall comply with the safeguarding obligations set out in Schedule 9.

9.3 The Provider shall have in place comprehensive procedures for reporting of and managing allegations against Staff which demonstrates the promotion of the safety and welfare of children and/or adults at risk and are compliant with statutory requirements. The Provider must be able to evidence safe and robust recruitment procedures and practice for all Staff working with children and/or adults at risk. The Provider shall ensure that Staff know about and comply with the requirements to make accurate, factual and contemporaneous records to ensure compliance with this Clause 9. The Provider shall comply with the procedures in the Council’s Safeguarding Requirements in relation to this Clause 9:

9.4 The Provider shall:

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9.4.1 ensure that all individuals engaged in the provision of the Services are subject to a valid enhanced disclosure check undertaken through the DBS including a check against the DBS adults' barred list;

9.4.2 monitor the suitability of the level, and validity, of the checks under this Clause 9.4 for each member of Staff; and

9.4.3 ensure compliance with the Council’s Safeguarding Requirements in relation to the recruitment and retention of its Staff.

9.5 The Provider warrants that at all times for the purposes of this Agreement it has no reason to believe that any person who is or will be employed or engaged by the Provider in the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and the Protection of Freedoms Act 2012 and any regulations made thereunder, as amended from time to time.

Requests for Information from the Disclosure and Barring Service (DBS)

9.6 The Council shall be entitled under its duty to the DBS to respond to requests from the DBS for further information already held by the Council in relation to the Staff.

9.7 The Provider shall respond to requests from the Council within a reasonable time about criminal records checks in relation to the Staff and shall cooperate with the Council to enable the Council to comply with its duty to the DBS.

9.8 Failure by the Provider to comply with the safeguarding provisions of this clause 9 shall entitle the Council to terminate the Contract in accordance with Clause 34.

10 PROVIDER’S EQUIPMENT

10.1 The Provider shall ensure that throughout the Contract Period it supplies or makes available and maintains in good condition and in working order and within the Prices all such resources and equipment as may be necessary for the proper provision of the Services to the Contract Standard including, without limitation, Staff, labour, machinery, equipment, materials, transport and delivery facilities, consumables, premises, software, hardware and vehicles (the “Provider's Equipment”).

10.2 The Provider shall ensure that all licence fees, consent fees, maintenance fees and royalties relevant to the provision of the Services are paid and up to date throughout the Contract Period and that the Provider's Equipment is properly maintained and replaced when necessary.

10.3 Any vehicles used in the performance of the Contract shall be maintained by the Provider in a safe condition, must be fully insured and must be certified as roadworthy.

10.4 Any specialist equipment used in the performance of the Contract shall be maintained by the Provider in accordance with the manufacturer’s instructions, and must not be used or modified in such a way as to negate or diminish any insurance cover which may relate to the equipment or create an additional risk to users of that equipment.

10.5 The Provider shall be responsible for the security, insurance and storage of the Provider’s Equipment and the Council shall be under no liability in respect thereof.

10.6 The Provider shall ensure that any hired or leased equipment is clearly marked with the name of the hirer or owner or that this information is provided to the Council’s Authorised Officer.

10.7 The Provider shall keep all hazardous Provider’s Equipment provided for use by the Provider under proper control and safekeeping and shall ensure that all Provider’s Equipment is properly and clearly labelled.

10.8 Should the Provider engage, use or rely upon the equipment or resources of a Fellow Provider or other party then this shall be an arrangement between the Provider and that other party and the

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Provider shall be responsible for that equipment or resource as part of the Provider’s Equipment and the risk of engaging, using or relying upon such equipment or resources shall for the purpose of this Contract be entirely the Provider’s.

11 FINANCIAL ARRANGEMENTS

11.1 The Council will pay the Provider for each Package of Care delivered pursuant to this Contract in accordance with Schedule 4

12 ASSIGNMENT AND SUBCONTRACTING

12.1 The Provider shall not sub-contract the whole or any part of the Services.

13 VARIATIONS AND CHANGE CONTROL

13.1 Subject to Clause 13.2 no Variation shall be effective unless it is recorded in writing and signed by duly authorised representatives of the Council and the Provider. Neither the Council nor the Provider shall implement a variation other than one which is in accordance with this Clause 13.

Council Variations

13.2 The Council may by notice in writing to the Provider, from time to time, require minor and/or non-substantial changes to the Services, the way the Services are provided or the Contract; such changes shall not be nor be considered to be a Variation to this Contract nor shall the Prices be affected thereby.

13.3 The Council may propose a Variation by giving written notice to the Provider (“the Council Variation Notice”).

13.4 The Council Variation Notice shall:

13.4.1 set out the Variation required in sufficient detail to enable the Provider to calculate and provide an estimate of any adjustment to the Prices in accordance with Clause 13.7 below (the “Estimate”);

13.4.2 state the date on or by which the Council wishes the Variation to be implemented.

13.5 The Council shall consult with the Provider with respect to the Variation, and the Provider shall provide the Council on or before the date falling ten (10) Working Days after the date of the Council Variation Notice with a reasonable estimate of the increase or reduction in the Prices (if any), or proposal of other changes to the terms set out herein, which it believes should occur as a result of the changes set out in the Council Variation Notice

13.6 Changes to the Package of Care for an individual Service User, will be effected by the Council issuing a revised Commissioning Order Form for that Service User and will not take effect as Variations.

14 PERFORMANCE MONITORING AND CONTRACT REVIEW

14.1 Contract review meetings will be held between the Provider’s Authorised Officer and the Council’s Authorised Officer at intervals specified in advance by the Council and monitoring visits shall also take place in order to monitor the Provider’s performance both on this Contract as a whole and against the Specification, the Council’s Contract Risk Management and Quality Monitoring of Independence at Home Policy, the Key Performance Indicators and the Activity Indicators.

14.2 The Council may undertake monitoring visits. The Council shall also be entitled to share information on the Provider’s performance and other aspects of the Provider’s delivery of the Services with other strategic partners.

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14.3 The Council shall wherever possible provide five (5) Working Days’ notice of monitoring visits but reserve the right to make unannounced monitoring visits at any time.

14.4 The Provider shall afford all necessary resources and facilities to allow the Council to carry out its contract reviews (including procuring the attendance of the Provider’s Authorised Officers at such meetings), monitoring visits and any further reasonable methods which the Council undertakes to assess the Provider’s performance and contract compliance. The Provider shall provide all reasonable co-operation, facilitation and information required at no additional cost to the Council.

14.5 The Provider shall monitor and report to the Council its performance against any Key Performance Indicators and Activity Indicators and provide all information in the format required.

14.6 The Council may elect, at its own cost, to undertake its own performance monitoring at any stage for any purpose, including in order to ensure that the Services are being provided in accordance with this Contract. The Provider will use its reasonable endeavours to assist the Council in such an exercise. The Council shall notify the Provider of the outcome of the performance monitoring exercise, and (without prejudice to the Council's other rights under this Contract) the Provider shall have due regard to the Council’s findings in relation to the future provision of the Services.

15 INTELLECTUAL PROPERTY RIGHTS

15.1 All Intellectual Property whatsoever owned by either the Council or the Provider before the Commencement Date shall remain the property of that party.

15.2 The Provider shall not acquire any right, title or interest in or to the Intellectual Property provided by the Council to the Provider pursuant to this Contract save as expressly provided in this Contract.

15.3 The Provider grants, or shall procure the grant, to the Council a fully paid-up, worldwide, non-exclusive, royalty-free licence with the right to sub-licence to use, copy and modify the Intellectual Property provided by the Provider to the Council to the extent required for the Council to receive the Services.

15.4 Where the Council has provided the Provider with any of its Intellectual Property for use in connection with this Contract, the Provider shall, on termination or expiry (as applicable) of this Contract, cease to use such Intellectual Property immediately and shall either return or destroy such Intellectual Property as requested by the Council.

15.5 Save as provided in Clause 15.1, or otherwise agreed expressly in writing between the Parties, all Intellectual Property Rights in any data, reports, drawings, specifications, plans, software, designs, inventions and/or other material produced or developed by the Provider in connection with provision of the Services shall vest in and be the property of the Council and the Provider hereby assigns all such Intellectual Property Rights to the Council provided that in the event that any such Intellectual Property Rights do not vest in the Council by operation of law, the Provider shall execute or cause to be executed, including by any employee or agent of its any and all deeds, documents and acts required to assign such Intellectual Property Rights to the Council.

Intellectual Property Rights Indemnity 15.6 The Provider warrants, undertakes and represents to the Council that:

15.6.1 it has not given and will not give permission to any third party to use any of the material to which Clause 15.5 relates nor any of the Intellectual Property Rights in such material; and

15.6.2 neither the provision of the Services by the Provider nor its receipt by the Council will infringe the Intellectual Property Rights of any third party.

15.7 The Provider agrees to indemnify the Council and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Council, or for which the Council may become

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liable, with respect to any claim by any third party that their Intellectual Property Rights have been infringed by the provision of the Services or anything supplied, created or done by the Provider in connection with such provision.

15.8 The Provider waives any moral rights in relation to any materials it creates in connection with the provision of the Services to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such material or other materials, infringes the Provider's moral rights.

16 ICT AND COMPUTER SYSTEMS

16.1 The Provider shall ensure that the Provider’s System(s) enables the Provider to comply with its obligations under the Contract and in particular (but without limitation) to perform the Services to the Contract Standard. On the reasonable instructions of the Council, the Provider shall ensure that the Provider’s System is capable of being rendered compatible wi th and is in all respects capable of interfacing with the Council’s System. The provider shall be required to co-operate with the Council with the introduction of any new system during the life of this Contract, such as a Provider portal or system for improving payment processes.

16.2 The Provider shall ensure that at all times during the Contract Period (and until any computerised Council Data has been returned to the Council in accordance with the provisions of the Contract) it has in place adequate and robust business continuity and disaster recovery procedures that are in accordance with good data management and security practice and that shall include as a minimum undertaking a full back up of all Council Data at least once per day so that in the event of the partial or total failure of the Provider's computer system the Provider shall be able to continue to provide the Services without interruption and comply with its remaining obligations under this Clause 16.

16.3 The Provider shall ensure that any licences in relation to software to be used in connection with the provision of the Services allow for the software to be tested by the Council on a machine and at a location to be determined by the Council and allow the Council to so test all such software before it is used operationally by the Provider if it so requests.

16.4 The Provider shall ensure that at all times during the Contract Period it has in place a good quality robust firewall and virus protection software so as to guard against any virus, worm, Trojan horse, logic bomb, time bomb, back door, trap, disabling device, malicious code, or other contaminants or similar form of code intended (or having that effect) to cause harm, damage, or to prevent or restrict the use of the Council Data, the Council’s System or any other computer system relevant to this Service (together, “Contaminants”). The Provider warrants, undertakes and represents that it shall not introduce any Contaminants into the Council’s System, nor any other systems which the Provider is provided access to for the purpose of performing the Services.

16.5 The Provider shall at all times ensure that the Staff use the Council’s System and Council’s Equipment in accordance with these Conditions of Contract and the Provider shall be solely responsible for any of the Staff’s breach of this Contract.

16.6 The Provider shall indemnify the Council and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Council, or for which the Council may become liable, arising out of or in connection with the Staff’s use of the Council’s System and/or the Council’s Equipment.

17 AUDIT AND MONITORING RIGHTS

17.1 The Provider shall permit or procure permission for any authorised representative of the Council (including such other nominated officer and/or the Council’s internal auditors and external auditors) and representatives of the Council’s partners (at the Council’s request), to have reasonable access for audit and monitoring purposes to information, documents, data, systems or the Provider’s

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Equipment used in the provision of the Services and any information, documents, reports, assets or information, or anything else reasonably required for inspection by the Council and/or its authorised representatives.

17.2 Access shall include (without limiting the generality of the foregoing):

17.2.1 reasonable access to the Staff who are engaged in the provision of the Services;

17.2.2 inspection of the processes, policies and arrangements being made by the Provider to comply with its obligations under this Contract;

17.2.3 access to any office or base used by the Provider in connection with the delivery of Services; and

17.2.4 access to such financial and other records kept as part of the provision of the Services by the Provider as may be reasonably required from time to time by the Council to enable the Council to verify the sums due and payable under the terms of this Contract and how the Services are being provided. The Provider shall keep and maintain for a period of six (6) years after the end of the Contract Period, or a longer period as may be agreed between the Parties, full and accurate records of this Contract including Services provided under it, all expenditure reimbursed by the Council and all payments made by the Council. For the avoidance of doubt this Clause 17 is in addition to any legal requirement and does not negate the need for any such retention of records. If the Council’s audit of financial records reveals that the Council has overpaid all or part of the Price then the Provider shall immediately pay the Council the balance of such overpayment and the reasonable cost of such audit.

17.3 Access may be at any time without notice, provided there is good cause for access without notice, and provided that the Council’s Authorised Officer shall comply with all reasonable requirements of the Provider for the purpose of protecting the confidentiality of the information of third parties, and no information will be divulged to any third party save in pursuance of statutory or other legal obligations.

18 RECORDS

18.1 Without prejudice to the provisions of Clause 21.5

18.1.1 The Provider shall maintain current and accurate records of all work carried out in the provision of the Services and shall ensure that these records shall be available for inspection by an authorised representative of the Council at all reasonable times in accordance with Clause 17. Such records shall be provided to the Council in such searchable and identifiable form as the Council may request at any stage during the Contract Period.

18.1.2 The Provider shall maintain security safeguards against the destruction or loss or unauthorised use or alteration of records irrespective of the storage media which are under the Provider’s control as part of the Services including the Council Data.

18.1.3 The Provider shall ensure that access to records is only provided to Staff as is necessary in connection with the provision of Services. The Provider shall, prior to providing such access, ensure that those Staff members are made aware of the obligations upon the Provider in their dealings with the records, including the safeguards the Staff members must comply with.

18.1.4 If any records are accidentally or wilfully destroyed otherwise than by the Council or on the authorisation of the Council and in the event that the Provider does not have in place a method for reinstatement or replacement of such records, within five (5) Working Days of receipt of a notice from the Council and without prejudice to the Council’s other rights at law, the Provider shall reimburse the Council’s reasonable

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costs in restoring such records and/or the Council Data such costs are to be accounted for during the term of this Contract by way of rebate in subsequent invoices for the sums paid pursuant hereto.

19 PUBLICITY

19.1 Except with the prior written approval of the Council, the Provider shall not make any press announcements or responses or publicise this Contract or any part thereof in any way.

19.2 Where requested, the Provider shall comply with the Council’s local brand policy and guidelines, as revised, updated or re-issued from time to time.

19.3 The Provider shall take reasonable steps to ensure the observance of the provisions of this Clause 19 by all of its Staff.

19.4 The Council shall have the right to publish the results of the Provider’s CQC ratings and the Provider’s status under the Framework Agreement on its website and elsewhere and to publicly share information in relation to ratings and status (and the Provider acknowledges that such information is not Commercially Sensitive Information or Confidential Information).

FREEDOM OF INFORMATION, DATA PROTECTION AND CALDICOTT PRINCIPLES, CONFIDENTIALITY

20 FREEDOM OF INFORMATION

20.1 The Provider acknowledges that the Council is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with the Council (at the Provider’s expense) to enable the Council to comply with these Information disclosure requirements.

20.2 The Provider shall:

20.2.1 transfer the Request for Information to the Council as soon as practicable after receipt and in any event within 2 Working Days of receiving a Request for Information;

20.2.2 provide the Council with a copy of all Information in its possession or power in the form that the Council requires within 5 Working Days (or such other period as the Council may specify) of the Council requesting that Information; and

20.2.3 provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a Request for Information within the time for compliance set out in section 10 of the Freedom of Information Act 2000.

20.3 The Council shall be responsible for determining, at its absolute discretion and notwithstanding any other provision in this Contract, whether the Commercially Sensitive Information and/or any other Information:

20.3.1 is exempt from disclosure in accordance with the FOIA; and/or

20.3.2 is to be disclosed in response to a Request for Information, and in no event shall the Provider respond directly to a Request for Information unless expressly authorised to do so by the Council.

20.4 The Provider acknowledges that the Council may, acting in accordance with the FOIA, disclose Information:

20.4.1 without consulting with the Provider; or

20.4.2 following consultation with the Provider and having taken its views into account.

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20.5 The Provider shall ensure that all information produced in the course of, or relating to, this Contract is retained for disclosure and shall permit the Council to inspect such records as requested from time to time.

20.6 The Provider acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and that the Council may nevertheless be obliged to disclose Confidential Information in accordance with Clause 20.4.

20.7 The Provider shall take no action which is intended, or would reasonably be expected, to harm the reputation of the Council or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Council or bring the Council into disrepute.

21 DATA PROTECTION AND CALDICOTT PRINCIPLES

21.1 The Provider and the Council shall each adhere to the Caldicott Principles and in particular shall:

21.1.1 before using Personal Data relating to the Service User, justify according to Principle 1 Health and Social Care Organisations the purpose(s) for using such Personal Data;

21.1.2 use Personal Data relating to the Service User only when absolutely necessary;

21.1.3 use only the minimum amount of Personal Data relating to the Service User that is necessary;

21.1.4 ensure that access to Personal Data relating to the Service User is provided on a strict “need to know” basis;

21.1.5 ensure everyone with access to Personal Data relating to the Service User is made aware of his or her responsibilities; and

21.1.6 ensure everyone with access to Personal Data relating to the Service User understands and complies with all legislation that governs the use and processing of such Personal Information.

21.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Council and the Provider are Joint Controllers in respect to the data under Contract.

21.3 The Provider shall notify the Council immediately if it considers that any of the Council’s instructions infringe the Data Protection Legislation.

21.4 The Provider shall provide all reasonable assistance to the Council in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Council, include:

21.4.1 a systematic description of the envisaged processing operations and the purpose of the processing;

21.4.2 an assessment of the necessity and proportionality of the processing operations in relation to the Services;

21.4.3 an assessment of the risks to the rights and freedoms of Data Subjects; and

21.4.4 the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

21.5 The Provider shall, in relation to any Personal Data processed in connection with its obligations under this Contract:

21.5.1 ensure that it has in place Protective Measures, which are appropriate to protect against a Data Loss Event, which the Council may reasonably reject (but failure to

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reject shall not amount to approval by the Council of the adequacy of the Protective Measures), having taken account of the:

(a) nature of the data to be protected;

(b) harm that might result from a Data Loss Event;

(c) state of technological development; and

(d) cost of implementing any measures;

21.5.2 ensure that:

(a) the Staff do not process Personal Data except in accordance with this Agreement (and in particular Schedule 9);

(b) it takes all reasonable steps to ensure the reliability and integrity of any Staff who have access to the Personal Data and ensure that they:

(i) are aware of and comply with the Provider’s duties under this clause;

(ii) are subject to appropriate confidentiality undertakings with the Provider;

(iii) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless permitted by this Agreement; and

(iv) have undergone adequate training in the use, care, protection and handling of Personal Data; and

(c) not transfer Personal Data outside of the EU unless the following conditions are fulfilled:

(i) the Council or the Provider has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Data Controller;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Provider complies with its obligations under the Data Protection Legislation providing an adequate level of protection to any Personal Data that is transferred and:

(d) within the terms of this Agreement, delete or return Personal Data (and any copies of it) to the Council on termination of the Agreement and/or the relevant Call-Off Contract (as the case may be) unless the Data Processor is required by Law to retain the Personal Data.

21.6 Subject to Clause 21.7, the Provider shall notify the Council immediately if it:

21.6.1 receives a Data Subject Request (or purported Data Subject Request) which requires the input of personal data held by the Council;

21.6.2 receives any communication from the Information Commissioner or any other Regulatory Body in connection with Personal Data processed jointly under this Agreement and/or a Call-Off Contract;

21.6.3 receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;

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21.6.4 receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

21.6.5 receives a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or

21.6.6 becomes aware of a Data Loss Event.

21.7 The Provider’s obligation to notify under Clause 21.6 shall include the provision of further information to the Council in phases, as details become available.

21.8 Taking account the nature of the processing each party shall provide with full assistance in relation to either Party’s obligations under Data Protection Legislation and any complaint, communication or request made under Clause 21.5 (and insofar as possible within the timescales reasonable required) including by promptly providing:

21.8.1 the other Party with full details and copies of the complaint, communication or request;

21.8.2 such assistance as is reasonably requested by either Party to enable them to comply with a Data Subject Request within the relevant timescales set out in the Data Protection Legislation;

21.8.3 the other Party, at its request, with any Personal Data it holds in relation to a Data Subject;

21.8.4 assistance as requested by the either Party following any Data Loss Event;

21.8.5 assistance as requested by the other party with respect to any request from the Information Commissioner’s Office, or any consultation by either Party with the Information Commissioner's Office.

21.9 The Provider shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Provider employs fewer than 250 staff, unless:

21.9.1 the Council determines that the processing is not occasional;

21.9.2 the Council determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; or

21.9.3 the Council determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.

21.10 Where appropriate the Provider shall allow for audits of its Data Processing activity related to this Agreement and/or the Call-Off Contracts by the Council or the Council’s designated auditor.

21.11 Each Party shall designate its own Data Protection Officer if required by the Data Protection Legislation.

21.12 Before allowing any Sub-processor to process any Personal Data related to this Agreement or a Call-Off Contract, the relevant Data Controller must:

21.12.1 enter into a written agreement with the Sub-processor which give effect to the terms set out in this Clause 21 such that they apply to the Sub-processor; and

21.12.2 provide the other Party with such information regarding the Sub-processor as the other Party may reasonable require.

21.13 The Provider shall remain fully liable for all acts or omissions of any of its Sub-processors.

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21.14 The Council may, at any time on not less than 30 Working Days’ notice, revise this clause by replacing it with any applicable standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).

21.15 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Council may on not less than 30 Working Days’ notice to the Provider amend this Agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

21.16 Where the Parties include two or more Joint Controllers in accordance with GDPR Article 26, those parties shall enter into a Joint Controller Agreement based on the terms outlined in Schedule 9, covering the Personal Data under joint control.

21.17 Each Party shall be wholly liable for any penalty or claim made against them where such penalty or claim has any basis in either Party having failed to apply the terms of this Agreement or where the requirements of the Data Protection Act 2018 have not been complied with.

21.18 The Provider shall have and shall maintain in place throughout the Contract Period its own policies and procedures to ensure its compliance with this Clause Error! Reference source not found. and shall provide copies thereof for the Council on request.

21.19 The Provider shall indemnify and keep indemnified the Council against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by it in respect of any breach of this Clause 21Error! Reference source not found. by the Provider.

22 CONFIDENTIALITY

22.1 Each Party:

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

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

22.2 The Provider shall take all necessary precautions to ensure that all Confidential Information obtained from the Council under or in connection with this Contract:

22.2.1 is given only to such of the Staff and professional advisers engaged to advise it in connection with this Contract as is strictly necessary, and to the extent necessary, for the performance of this Contract, and shall ensure that such Staff and professional advisers are subject to equivalent confidentiality obligations as under this Clause 22; and

22.2.2 is treated as confidential and not disclosed or used (without the Council’s prior written approval) by the Provider, any of its Staff or such professional advisers otherwise than for the purposes this Contract.

22.3 The provisions of Clauses 22.1 and 22.2 shall not apply to any Confidential Information received by one Party from the other:

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

22.3.2 which was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party;

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

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22.3.4 is independently developed without access to the Confidential Information; or

22.3.5 which must be disclosed pursuant to a statutory, legal, parliamentary or regulatory obligation placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA, pursuant to Clause 20.

22.4 Nothing in this Clause shall prevent the Council disclosing any Confidential Information:

22.4.1 for the purpose of the examination and certification of the Council’s accounts;

22.4.2 for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Council has used its resources;

22.4.3 to the Auditors to the extent required for an Audit or in accordance with Clause 20.3;

22.4.4 to its employees, officers, agents and professional advisers for the purpose of the Council performing its obligations under, and gaining the full benefit of, this Contract;

22.4.5 to any Contracting Authority, Regulatory Body including but not limited to the local Clinical Commissioning Group;

22.4.6 to any person engaged in providing any services to the Council for any purpose relating, or ancillary, to this Contract;

22.4.7 other authorities and organisations which handle or oversee public funds (in the interest of public probity);

provided that in disclosing Confidential Information the Council discloses only the Confidential Information which is necessary for the purpose concerned and requires that the information is treated in confidence.

ADDITIONAL STATUTORY OBLIGATIONS AND REGULATIONS

23 CORRUPT GIFTS AND PAYMENTS OF COMMISSION

23.1 The Provider shall comply with all applicable laws, statutes, regulations, and codes relating to anti -bribery and anti-corruption including but not limited to the Bribery Act 2010.

23.2 The Provider shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council or any other public body or person employed by or on behalf of the Council or any other public body any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Contract or any other contract with the Council or any other public body or person employed by or on behalf of the Council or any other public body (including its award to the Provider, execution or any rights and obligations contained in it), or for showing or refraining from showing favour or disfavour to any person in relation to any such contract.

23.3 Neither the Provider nor any of their Staff shall solicit or accept any gratuity, expensive gifts or tip or any other form of money taking or reward, collection or charge for any part of the Services other than those notified to, and agreed by, the Council.

23.4 The Provider shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other contract with the Council, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract.

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23.5 The Provider shall if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency for the purpose of compliance with the Bribery Act 2010.

23.6 The Provider shall have an anti-bribery policy.

23.7 If any breach of this Clause 23 is suspected or known, the Provider must notify the Council immediately.

24 EQUALITY

24.1 The Provider shall comply with Equalities Legislation in its performance of the Services.

24.2 The Provider shall:

24.2.1 not discriminate against any person or for any reason within the meaning and scope of Equalities Legislation;

24.2.2 comply with any official guidance and codes of practice in relation to promoting equality in employment and the provision of services;

24.2.3 have an equal opportunities policy approved by the Council or shall have adopted the Council’s own equal opportunities policy and procedures which is available on: https://www.bathnes.gov.uk/services/your-council-and-democracy/equality-and-diversity

24.2.4 take all reasonable steps to secure the observance of this Clause 24 by its Staff employed in connection with the Contract; and

24.2.5 provide such information as the Council may reasonably require for the purpose of assessing the Provider’s continued compliance with this Clause 24 and to assist in the Council’s reporting obligations in respect of equal opportunities.

24.3 If a Court, tribunal or the Equality and Human Rights Commission (or any other Commission promoting equal opportunity) shall make a serious finding of unlawful discrimination against the Provider in connection with similar services to the Services performed in the United Kingdom such that the Council would acting reasonably find it difficult to continue in contract with the Provider without a real and significant risk to its reputation, the Council shall:

24.3.1 have a right to terminate the Contract pursuant to Clause 34; or

24.3.2 shall be entitled to require all reasonable steps from the Provider to mitigate such risks and ensure that any repetition of the circumstances leading to the finding does not occur.

25 HEALTH AND SAFETY

25.1 The Provider shall at all times comply with the Health and Safety at Work etc Act 1974 and all other Law relating to the health and safety of Staff and others who may be affected by the Provider’s acts or omissions in providing the Services under this Contract.

25.2 The Council reserves the right to suspend the provision of the Services in whole or in part without paying compensation if and whenever the Provider is, in the reasonable opinion of the Council, in contravention of the Health and Safety at Work etc Act 1974 and all relevant Law relating to health and safety and provisions within this Clause 28.

26 WHISTLEBLOWING

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26.1 The Provider confirms that the Provider’ Authorised Officer is authorised as a person to whom the Staff may make a qualifying disclosure under the Public Interest Disclosure Act 1998 (“PID Act”) and declares that any of its Staff making a protected disclosure (as defined by PID Act) shall not be subjected to any detriment and the Staff will be made aware of this provision. The Provider further declares that any provision in any contract purporting to preclude a member of its Staff from making a protected disclosure is void.

26.2 The Provider shall review its whistleblowing policy and procedure on an annual basis and discuss and review with the Council’s Authorised Officer and shall reflect in its own policy the Council’s Whistleblowing Procedure and Guidance which can be found linked here: https://beta.bathnes.gov.uk/policy-and-documents-library/whistleblowing-policy-2017

27 ADDITIONAL SPECIFIC STATUTORY OBLIGATIONS

Human Rights Act 1998

27.1 In the performance of the Services the Provider shall comply with the Human Rights Act 1998 as if it was a “Public Authority” within the meaning of the Human Rights Act 1998 and where necessary, comply with any modifications to this Contract to enable the Parties to comply with such obligations.

Modern Slavery Act 2015

27.2 The Provider shall prepare a slavery and human trafficking statement for each financial year in accordance with the Modern Slavery Act 2015 showing:

27.2.1 a statement of the steps the Provider has taken during the financial year to ensure that slavery and human trafficking is not taking place:

(a) in any of its supply chains, and

(b) in any part of its own business, or

27.2.2 a statement that the Provider has taken no such steps.

Mental Capacity Act and Deprivation of Liberty Safeguards

27.3 In relation to the Mental Capacity Act 2005 (as amended) (“MCA”):

27.3.1 the Provider, including all Staff, shall comply with the provisions set out in the MCA when delivering Services;

27.3.2 the Provider shall have a clear written policy approved by the Council on its approach to the MCA. The policy may be reviewed by the Council from time to time and shall ensure that any reasonable amendments requested by the Council are incorporated into its equality/ diversity policy within twenty one (21) days of request by the Council;

27.3.3 all Staff must be trained at induction to follow the reporting procedures specified in the policy and that training should be updated at least annually; and

27.3.4 the Provider shall notify the Council immediately where a Service User may lack capacity and a Significant Decision is to be made.

27.4 In relation to the Deprivation of Liberty Safeguards (or any equivalent future safeguards):

27.4.1 the Provider shall have regard to the MCA Code of Practice including the supplementary DoL Safeguards Code of Practice in its role as a Managing Authority;

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27.4.2 the Provider shall have a clear written policy approved by the Council and reviewed from time to time on its approach to the DoL, which includes but is not limited to the following:

27.4.3 a clear procedure for the recording of information;

27.4.4 the process for applying for an Authorisation to the Council; and

27.4.5 the process once a Authorisation request has been made;

27.5 The Provider shall appoint a lead contact to act on behalf of the Provider for all purposes connected with the MCA and DoL (or any equivalent future safeguards). The Provider shall notify the Council in writing of the lead contact details prior to the Commencement Date;

27.6 The Provider shall forthwith give notice in writing to the Council of any change in the identity or contact details of the person appointed as lead contact; and

27.7 The Provider shall give maximum possible notice to the Council before changing its lead contact.

INSURANCE AND INDEMNITY

28 INSURANCE

28.1 Without prejudice to the general indemnity given at Clause 29 and without thereby limiting its responsibilities under this Clause 28 the Provider shall take out and maintain throughout the Contract Period as a minimum the following insurance cover with a reputable insurance company:

Public Liability Insurance

28.1.1 Public liability insurance of a minimum of five million pounds (£5,000,000) or such greater sum as the Provider may choose in respect of any one incident.

Employers Liability Insurance

28.1.2 Employers Liability Insurance of a minimum of ten million pounds (£10,000,000) or such greater sum as the Provider may choose in respect of any one incident.

Professional Indemnity Insurance

28.1.3 Professional Indemnity Insurance in respect of the Provider’s obligations to provide the Services with reasonable skill care and diligence in an amount of not less than five million pounds (£5,000,000) for any one occurrence or a series of occurrences arising out of any one event for a period of twelve (12) years from the completion date of this Contract.

28.2 In the event that such insurance cover required by this Clause 28 ceases to be available to the Provider at all or on commercially reasonable rates, the Provider shall notify the Council immediately and the Parties shall acting reasonably consider alternative arrangements. In the event that there are no alternative arrangements that are acceptable to the Council, the Council shall be entitled to terminate the Contract under Clause 34.

28.3 The Provider shall supply to the Council at the Commencement Date forthwith and upon each renewal date of any relevant policy a certificate from its insurers or brokers confirming that the Provider’s insurance policies comply with each of the insurance requirements set out in Clauses 28.1.

28.4 Where this is possible for the type of insurance cover, the insurance policies shall contain an indemnity to principal clause in favour of the Council.

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28.5 If the Provider fails to comply with the requirements of this Clause 28, then without prejudice to the Council’s other rights under this Contract in respect of such breach, the Council shall be entitled to obtain equivalent insurance cover for the Services on behalf of the Provider and shall be entitled to recover from the Provider as a debt those reasonable costs of obtaining and maintaining such cover.

29 LIABILITY AND INDEMNITY

29.1 Neither Party shall exclude or limit its own liability for:

29.1.1 death or personal injury caused by its negligence, or that of its own personnel or staff (including its employees, servants, suppliers, agents, volunteers and contractors);

29.1.2 acts of fraud or fraudulent misrepresentation by it or its personnel or staff (including its employees, servants, suppliers, agents, volunteers and contractors);

29.1.3 breach of any obligations as to title implied by Section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

29.1.4 any other matter where such limit or exclusion is not permitted under Law.

29.2 The Provider shall be liable for and shall fully and promptly indemnify and keep indemnified the Council, its employees and agents against all liabilities, demands, proceedings, actions, damages, costs (including legal costs), losses, fines, monetary penalty notices, claims, charges, expenses and any other liabilities whatsoever in any way arising out of or in connection with the Services and/or this Contract and including but not limited to:

29.2.1 any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Provider, or any other loss which is caused directly or indirectly by any act or omission of the Provider;

29.2.2 the Provider's failure to provide all or any part of the Services in accordance with the Contract or at all;

29.2.3 any breach by the Provider of any of the provisions of the Contract; and/or the use by the Provider of the Council’s Equipment; and

29.2.4 any negligent, other tortious or fraudulent act or omission of, or breach of statutory duty by the Provider.

29.3 The liability set out in Clause 29.2 shall, for the avoidance of doubt, include liability for third parties employed in connection with the Services so far as the management of, or instructions issued to, such third parties is the responsibility of the Provider.

RELIEF

30 FORCE MAJEURE

30.1 No Party shall be entitled to bring a claim for a breach of obligations under this Contract by the other Party, or incur any liability to the other Party for any losses or damages incurred by that other Party to the extent that a Force Majeure Event occurs and for that reason it is prevented from carrying out all or a material part of its obligations under this Contract by that Force Majeure Event.

30.2 On the occurrence of a Force Majeure Event, the Party affected shall notify the other Party within twenty-four (24) hours. Such notification shall include details of the Force Majeure Event, including evidence of its effect on the obligations of the Affected Party and any action proposed to mitigate its effect.

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30.3 Within forty-eight (48) hours of the Force Majeure Event, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and facilitate the continued performance of this Contract.

30.4 If the Force Majeure continues for more than twenty one (21) days the Council shall be entitled to terminate this Contract under Clause 34.2.4.

30.5 The existence of an event of Force Majeure does not affect the Council's other rights to terminate this Contract set out in Clause 34.

31 BUSINESS CONTINUITY

31.1 The Provider shall prepare and maintain a Business Continuity Plan capable of acceptance by the Council which shall ensure that the Provider can restore or regenerate full business activity in the event of an internal or external threat within a reasonable period of time as specified by the Council.

31.2 The Business Continuity Plan shall contain but shall not be limited to timescales and methods for ensuring business continuity in respect of a major failure of the Services or any part thereof, as determined by the Council’s Authorised Officer.

31.3 The Provider shall review and assess the Business Continuity Plan every twelve (12) months and produce a report to the Council within ten (10) Working Days of the success or failure. If the Council is not at that time satisfied with the Business Continuity Plan provided by the Provider, the Provider shall be required to take all reasonable steps to improve the Business Continuity Plan to the Council’s satisfaction.

31.4 Any costs incurred in the preparation and implementation of the Business Continuity Plan shall be the responsibility of the Provider.

31.5 In the event of the following occurring in relation to any premises used to deliver services or homes of customers in receipt of services:

31.5.1 A Met Office Amber or Red weather warning, or;

31.5.2 An Environment Agency Flood Warning or Severe Flood Warning, or;

31.5.3 Industrial Action, or;

31.5.4 Any police restrictions that might affect delivery of services

The following terms will apply;

31.5.5 The Provider will immediately notify the Council’s contact centre (ASIST or EDT as appropriate or any alternative which replaces ASIST or EDT during the Contract Term) if any customers are, or will be, at risk of harm due to undeliverable services;

31.5.6 The Provider will contact the Council’s contract manager to confirm implementation of a business continuity plan, with appropriate details and provisions agreed by both parties where required;

31.5.7 Within one (1) working day of the notice specified in clause 34.5.5, the contract manager will confirm appropriate temporary suspension of Services for any affected Service Users. Payments will be adjusted in line with standard temporary suspension terms outlined in Schedule 4 The Council may at this point offer an exceptional or part payment, without indemnifying or providing warranty above the financial obligations contained elsewhere in this contract, to enable the Provider to maintain continuity of services.

32 COMPLAINTS

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32.1 The Provider shall ensure that it has a complaints procedure in place from the Commencement Date in respect of complaints about the Services, which is in accordance with the Ombudsman guidance on a complaints system, which shall be approved by the Council from time to time.

32.2 The Provider shall comply with and report against the Key Performance Indicators (and any relevant Activity Indicators) in respect of complaints.

33 DEFAULTS AND REMEDIES

33.1 Remedies Available to the Provider:

Interest

33.2 In the event that any undisputed invoice correctly rendered by the Provider remains unpaid by the Council after thirty (30) days the Provider shall notify the Council in writing giving the Council fifteen (15) further calendar days to pay such an invoice. If the invoice remains unpaid, the Provider shall be entitled to charge interest from the date on which the fifteen (15) day period expired at a rate of two per cent (2%) above the base lending rate published by the Bank of England. The Parties agree that this Clause constitutes a substantial remedy for the purposes of the Late Payments of Commercial Debts (Interest) Act 1998.

Relief from Liability

33.3 The Provider shall not be liable to the Council for a Performance Default to the extent that it is directly caused by a breach of contract by the Council or Fellow Provider provided that the Provider has notified the Council in writing as soon as it has come to the Provider's attention that such an event has or will occur.

Termination by Provider

33.4 Without prejudice to the Provider's rights pursuant to this Clause 33, if the Council commits a repudiatory breach of contract, the Provider shall be entitled to terminate the Contract by notice in writing provided it first notifies the Council in writing of the breach of contract, stating its intention to issue a termination notice and giving the Council a period to remedy the breach, such period being reasonable in the circumstances and, in any event not less than twenty (20) Working Days or such other longer period as may be reasonable in the circumstances having regard to the nature and effect of the breach. If the Council remedies the breach within such period the Provider shall not be entitled to accept the repudiation and/or terminate the Contract.

Remedies available to the Council:

Suspension

33.5 If the Council determines the Provider to be in breach of the standards specified in Schedule 1 of this contract, it may enact a suspension of new Packages of Care. The Provider will be notified of this action within three (3) Working Days. The Council will communicate this outcome to local partner agencies and may publicise this information on its website. This will be reviewed and lifted entirely at the discretion of the Council.

34 TERMINATION

34.1 The Council may by notice in writing with immediate effect (or at such later date as it may specify) terminate this Contract in whole or in part if any one of the events set out in Clause 34.2 occurs.

34.2 The events are:

34.2.1 if the Provider breaches Clause 23 (Corrupt Gifts and Payment of Commission);

34.2.2 if an express right to terminate has arisen within Clause 24;

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34.2.3 if an express right to terminate has arisen under Clause 30;

34.2.4 if the Provider:

(a) ceases to carry on the whole or a substantial part of its business or disposes of the whole or a substantial part of its assets which in the reasonable opinion of the Council would adversely affect the delivery of the Services;

(b) undergoes a Change in Control;

(c) suffers one or more of the following:

(i) the appointment of a liquidator, receiver, administrative receiver or administrator;

(ii) insolvency or winding up within the meaning of relevant Law;

(iii) having substantial distress attachment execution or other legal process levelled enforced, sued or threatened upon any of its property;

(iv) the suspension of any publicly offered equities;

(v) the freezing of substantial assets; or

(vi) any other event of incapacity rendering the Provider unable or potentially unable to carry out its obligations under the Contract and/or to meet any liability which may arise through the Provider's negligence or breach of contract;

(vii) has a proposal made for a voluntary arrangement for a composition in satisfaction of debts or a scheme of arrangement of the Provider’s affairs approved in accordance with the Insolvency Act 1986;

(viii) has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge;

(d) commits a serious and material breach of contract;

(e) fulfils those conditions under the Contract, Risk Management and Quality Monitoring of Independence at Home Policy which entitle the Council to terminate the Contract;

(f) commits a serious breach of Clauses 8 (including the commission of any act by Staff contrary to Clause 8.6), 21, 22 or 25;

(g) loses any statutory licence or certification which is required for the performance of the Services or as otherwise required by the Contract;

(h) commits an act or omission which means it would now be excluded from the procurement process for this Contract on a mandatory exclusion ground as specified in Regulation 57(1) of the Public Contracts Regulations 2015;

(i) the majority of shares carrying a right to vote in the Provider or its holding or parent company are acquired by a person who is not at the Commencement Date a majority shareholder and the Council has reasonable concerns that it may suffer damage to its reputation as a result of any contractual association;

(j) fails to comply with the safeguarding provisions of Clause 9;

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(k) is unable to provide alternative arrangements that are acceptable to the Council under Clause 28.2;

(l) fails on repeated occasions to work with the Council in relation to the performance management process;

(m) the Council has reasonable grounds to consider the Provider to fall within the scope of IR35 off-payroll working through an intermediary rules;

(n) the Force Majeure continues for more than twenty (20) Working Days;

(o) without prejudice to the Council’s ability to terminate for material breach of the Contract, if any of the Provider’s necessary registrations are cancelled by the CQC or other Regulatory Body as applicable.

34.3 If the Contract is determined in part, the Price shall be adjusted to reflect fairly the Services which remain and if the Parties are unable to agree such adjustment, the matter shall be referred to the Dispute Resolution Procedure. For the avoidance of doubt the Provider shall not be entitled to recover through the adjusted Price any profit that, but for the termination, would have accrued to the Provider in respect of the terminated Services.

34.4 The rights of the Council under this Clause 34 and Clause 35 below are in addition and without prejudice to any right that either Party may have for prior breach and to any right the Council may have against the Provider for the breach, default, negligence or event leading to the termination.

34.5 The remedies of the Council under this Clause 34 (and Clause 35 below) may be exercised successively in respect of any one or more defaults by the Provider.

Termination of a Package of Care

34.6 Service packages shall terminate immediately on the death of the Service User.

34.7 The Council may terminate an individual Package of Care with immediate effect in the event of a failure by the Provider to deliver Services to a Service User in accordance with the Specification and/or the other terms of this Contract.

34.8 In all other cases the Council may terminate an individual Package of Care on giving the Provider not less than 7 days’ notice in writing such notice to specify the date on which the Package of Care will end.

34.9 The Provider may terminate an individual Package of Care by giving the Council’s Authorised Officer not less than 7 days’ notice in writing such notice to specify the date on which the Package of Care will end.

34.10 Upon written notice by the Council to terminate this Contract and/or any Package of Care, the Provider shall continue to provide the Services in accordance with the terms of the Contract and/or any Package of Care for as much time as is reasonably necessary for the Services to be transferred back to the Council or to a third party and for the records and any Council Data in respect of that Service User to be successfully migrated to the Council's System or the systems of a third party. The Provider shall give all such assistance as is reasonably required by the Council and third party to ensure a smooth, successful and seamless transition of the Services and conversion and migration of the records and the Council Data. Insofar as such assistance is required after the Contract has expired, the Council shall pay the Provider's reasonable costs and expenses (the Council shall not pay should the Contract have been terminated in accordance with Clause 34).

Suspension of Services

34.11 Without prejudice to any other rights that it may have (including, where applicable, any termination rights under this Clause 34), the Council may suspend by notice in writing the Provider's

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appointment to supply Services or some of them to the Council if any of the circumstances entitling the Council to terminate this Contract occur. If the Council provides notice to the Provider in accordance with this Clause 34.11, the Provider shall be suspended for the period set out in the notice or such other period notified to the Provider by the Council in writing from time to time.

34.12 The Council may also suspend the provision of Services or some of them by the Provider in accordance with the Council’s Contract, Risk Management and Quality Monitoring of Independence at Home Policy and publish the Provider’s status publicly.

35 CONSEQUENCES OF TERMINATION

35.1 If the Contract expires or is terminated in accordance with Clause 34, the provisions of this Clause 35 and the Exit Plan shall apply.

35.2 Notwithstanding the provisions of the Exit Plan, upon termination or expiry:

35.2.1 subject to clause 35.2.2, the Provider shall forthwith cease to provide the Services

35.2.2 the Council shall notify the Provider of the impact of expiry upon any Package(s) of Care in place at that time and the Provider shall provide the Council with all information which the Council shall reasonably require in order for it to make decisions. The Council shall decide, and the Provider shall comply with such a decision, as to whether the Provider shall continue to provide Services to the Service User(s) in accordance with the Package(s) of Care and any new terms and conditions of contract or whether the Package of Care is varied or terminated in accordance with the provisions of this Contract.

35.2.3 the Provider shall submit to the Council within five (5) Working Days of termination or expiry at the Provider's own cost a comprehensive status report which shall be current as at the date of submission relating to the Services;

35.2.4 the Provider shall cease to use the Council’s Data and hand over to the Council a complete and uncorrupted version of all Council Data and all records, information, documents howsoever held and including any media used to store such data including, without limitation, correspondence with Staff, the Council’s service departments, any users of the Services and any other relevant third party and anything else relating to the performance of the Services in its possession custody or control either in its then current format or in a format nominated by the Council (in which event the Council shall reimburse to the Provider the Council’s reasonable data conversion expenses) whether such Council Data is on hard copy or on a disk or on any computer systems;

35.2.5 the Provider shall return all Personal Data or destroy or dispose of it in a secure manner and in accordance with the specific instructions issued by the Council; for the avoidance of doubt, Personal Data shall include but not be limited to that data which is Personal Data and for which the Council retains its Data Controller responsibilities;

35.2.6 the Provider shall allow the Council and any new provider, reasonable right of access to the Provider's premises, systems, procedures and Staff, where appropriate;

35.2.7 the Provider shall deliver to the Council upon request all information, materials and documents relating to the Services in its possession or under its control, including any Service User records or Council Data and in default of compliance with this provision, the Council may recover possession thereof and the Provider grants a licence to the Council or its appointed agents to enter for the purpose of any such recovery any premises of the Provider, where any such documents, information or materials may be held. For the avoidance of doubt, this material identified by this

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Clause shall be in an identifiable and searchable format (and include metadata) and in such form and medium as the Council may reasonably request;

35.2.8 the Council shall immediately cease to be under any obligation to make further payment to the Provider until the costs, loss and/or damage to the Council resulting from or arising out of the termination shall have been calculated;

35.2.9 the Provider shall promptly pay in full the cost of providing the Service or having the Service provided or any part thereof as would have been provided by the Provider during the remainder of the Contract Period to the extent that such cost exceeds such sums as would have been lawfully payable to the Provider for providing the Services if the termination is due to an act, omission, default, negligence or breach of the Provider or any of its Staff;

35.2.10 the Provider shall continue to make the Provider's System available to the Council for as much time as is reasonably necessary for the Services to be transferred back to the Council or to a third party and for the Service User records and/or Council Data to be successfully migrated to the Council's System or the systems of one or more third parties. The Provider shall give all such assistance as is reasonably required by the Council and its Service Users to ensure a smooth, successful and seamless transition of the Services and Service Users and conversion and migration of the Service User records and/or Council Data. Insofar as such assistance is required after the Contract has expired, the Council shall pay the Provider's reasonable costs and expenses (the Council shall not pay should the Contract have been terminated in accordance with Clause 34). For the avoidance of doubt, the Provider's compliance with the provisions of this Clause shall include, inter alia, assistance by the Staff, access to the Provider's System and the provision of information and documentation;

35.2.11 if the Contract expires or is terminated early for any reason, the Provider shall immediately repay to the Council the full amount pre-paid by the Council in respect of the unexpired portion of the Contract;

35.2.12 at the Council’s written request, the Provider shall transfer the Service User records to the Replacement Provider(s) and/or one or more third parties as determined by the Council; such transfer may be in whole or in part, howsoever determined by the Council;

35.2.13 the Council shall be entitled to give written notice to the Provider in accordance with its right under clause 4.15 and the Provider shall comply with such notice.

35.3 If the Provider is unable or fails to provide the Services or any part thereof in accordance with this Contract, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby may be deducted from any sums due to the Provider under the Contract or shall be recoverable from the Provider by the Council as a debt. The Council's right under this Clause 35.3 shall be without prejudice to any other rights or remedies which it may possess.

35.4 The Council shall be entitled in respect of any loss or damage to the Council resulting from or arising out of the termination of the Contract, to deduct the same from any sum or sums which would but for Clause 34 have been due from the Council to the Provider under the Contract or any other contract or be entitled to recover the same from the Provider as a debt. Such loss or damage shall include the reasonable costs to the Council of the time spent by its officers in terminating the Contract and in making alternative arrangements for the provision of the Services or any part thereof when the total costs, loss and/or damage resulting or arising out of the termination of the Contract have been calculated and after taking into account any deduction made or to be made by the Council from any sum or sums which would but for Clause 34 have been due to the Provider, any balance shown as due to the Council shall be recoverable as a debt or alternatively, the Council shall pay the Provider any balance due to the Provider;

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35.5 Expiry or earlier termination of this Contract shall not affect the continuing rights and obligations of the Parties under Clauses 9Error! Reference source not found. (Safeguarding), 11 (Financial Arrangements), 15Error! Reference source not found. (Intellectual Property Rights), 16 (ICT and Computer Systems), 18 (Records), 20 (Freedom of Information); 21 (DPA and Caldicott Principles), 22 (Confidentiality), 23 (Corrupt Gifts), 28 (Insurance), 35 (Consequences of Termination) 36 (Exit and Handover) and 48 (Law and Jurisdiction) or under any other provision of this Contract that is expressed to survive expiry or termination or is required to give effect to expiry or termination or the consequences of such expiry or termination.

35.6 When the total costs, loss and/or damage resulting from or arising out of such termination as is referred to in this Clause 35 have been calculated and deducted so far as practicable from any sum or sums which would but for Clause 34 have been due to the Provider, any balance shown as due to the Council shall be recoverable as a debt, or alternatively, the Council shall pay to the Provider any balance shown as due to the Provider.

36 EXIT AND HANDOVER ARRANGEMENTS

36.1 On expiry or termination of this Contract the Exit Plan shall apply and the parties shall comply with the provisions of the Exit Plan. The Provider shall not charge the Council or any Replacement Providers for any expenditure incurred howsoever in carrying out the handover arrangements as set out in this Clause 36 and the Exit Plan on expiry or earlier termination (or for complying with any other provisions in Clause 35 above upon termination or expiry).

36.2 The plan for the orderly handover of the Services to the Council or its Replacement Providers following termination or expiry of this Contract shall include compliance by the Provider of the provisions specified in this Clause 36.

36.3 The Provider shall forthwith upon the request of the Council’s Authorised Officer, supply to the Council any information reasonably specified by the Council as being necessary for the re-tendering of this Contract.

36.4 On giving written notice to the Provider and after twelve (12) months of the date of the expiry or earlier termination of this Contract unless the individual is responding to a job advert the Council shall have the right:

36.4.1 to offer any of the Staff who has previously been involved in performing the Services employment or a contract for services with the Council and the Provider agrees that if such person accepts such offer the Provider shall release such person from any contractual restriction with it which such acceptance may otherwise contravene; and

36.4.2 to require the Provider to provide for a period of four (4) months following the date of expiry or termination such advice assistance and co-operation as the Council may reasonably require to enable the Council to provide the Services in-house or to procure their provision by a Replacement Provider.

TUPE Compliance on Termination

36.5 During the twelve (12) months prior to the expiry of the Contract or after the Council has given notice to terminate this Contract and within ten (10) Working Days of being requested to do so, the Provider shall fully and accurately disclose to the Council any and all information in relation to all persons engaged in providing the Service including:

36.5.1 a list in electronic format of each employee employed by the Provider in the provision of the Service including each employee’s start date;

36.5.2 a list of agency workers, agents and independent contractors engaged by the Provider in the provision of the Services;

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36.5.3 the total payroll bill (i.e. total taxable pay and allowances including employer’s contributions to pension schemes) of each employee included in the list to be provided under Clause 36.5.1; and

36.5.4 the terms and conditions of employment of each Transferring Employee; their age and identity; the information that must be included in the employee's written statement of employment particulars under s.1 of the Employment Rights Act 1996; information on any disciplinary procedure taken in relation to the employee or grievance procedure taken by the employee within the previous two (2) years in relation to which the ACAS code of practice on disciplinary and grievance procedures applies; information on any Court or tribunal claim brought by the employee against the transferor within the previous two (2) years and any potential claim against the transferee arising out of the employee's employment with the transferor; information about any collective agreements that will have effect after the transfer in relation to the Transferring Employee.

36.6 During the twelve (12) months prior to the expiry of the Contract or where notice to terminate this Contract for whatever reason has been given, the Provider shall not without the prior written consent of the Council unless bona fide in the ordinary course of business:

36.6.1 vary or purport or promise to vary the terms and conditions of employment of any employee employed in connection with the Services;

36.6.2 materially increase or decrease the number of employees employed in connection with the Services;

36.6.3 increase the remuneration of employees;

36.6.4 assign or re-deploy any employee employed in connection with the Services to other duties unconnected with the Services; or

36.6.5 otherwise improve terms and conditions of employment of any of its employees without economic justification towards the end of the Contract Period.

GENERAL PROVISIONS

37 DISPUTE RESOLUTION PROCEDURE

37.1 The Parties shall each use reasonable endeavours to resolve any dispute by means of prompt bona fide discussion first between the Council’s Authorised Officer and the Provider’s Authorised Officer. Failure to agree a settlement within ten (10) Working Days shall result in the dispute being escalated to both Parties’ managerial level appropriate to the dispute in question. In the event that such a dispute is not resolved within ten (10) Working Days, thereafter it shall be escalated to each Parties’ appropriate director for resolution. The respective directors shall meet within twenty (20) Working Days to resolve the dispute. Failure to reach a settlement shall invoke the rest of this Clause 40.

37.2 Nothing in this Clause 37 shall prevent the Parties from seeking from any Court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

37.3 If the dispute cannot be resolved by the Parties pursuant to Clause 37.1 the dispute may be referred to mediation pursuant to the procedure set out in Clause 37.5.

37.4 The performance of this Contract by the Provider shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Provider and its Staff shall comply fully with the requirements of this Contract at all times.

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

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37.5.1 a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he/she is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator;

37.5.2 the Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him/her in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure;

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

37.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be confirmed in writing and shall be binding on the Parties once it is signed by their duly authorised representatives; and

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

37.6 If the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts.

37.7 Unless agreed otherwise in any mediation each Party shall bear its own costs of such mediation

38 THE CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999

38.1 Save where indicated under any clause set out in this Contract which relates to TUPE and pensions, no term of the Contract shall be enforceable by or confer any benefit on any person other than the Parties.

39 LEGAL PROCEEDINGS

39.1 If requested to do so by the Council’s Authorised Officer the Provider shall provide to the Council within the timescale set by the Council’s Authorised Officer any relevant information or assistance (including but not limited to documents and statements from the Provider and/or its Staff) in connection with any legal inquiry, dispute resolution or Court proceedings in which the Council may become involved or any relevant Council internal disciplinary hearing arising out of the provision of the Services and shall give evidence in such inquiries, arbitration or proceedings or hearings.

39.2 Where the Provider or any of its Staff becomes aware of any incident, accident or other matter which may give rise to a claim or legal proceedings in respect of the provision or failure to provide the Services it shall notify the Council’s Authorised Officer immediately in writing. Such notification shall include all relevant information to enable the Council’s Authorised Officer to investigate the matter fully.

40 OMBUDSMAN

40.1 In the event of a complaint to the Ombudsman involving activities the subject of this Contract, the Provider shall at its own expense give to the Council and to the Ombudsman every assistance in the investigation of the complaint.

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40.2 Where any investigation by the Ombudsman takes place the Provider shall:

40.2.1 provide any information requested in the timescale specified; attend any meetings as required and permit its Staff to attend;

40.2.2 promptly allow access to an investigation of any documents deemed to be relevant to the investigation and/or the complaint;

40.2.3 allow itself and any Staff deemed to be relevant to be interviewed;

40.2.4 allow itself and any of its Staff to appear as witness in any ensuing proceedings; and

40.2.5 co-operate fully and promptly in every way required by the Ombudsman during the course of that investigation.

40.3 Where any financial redress, compensation or award is recommended by the Ombudsman in the course of or following any investigation, or is agreed to by the Council following a complaint to the Ombudsman, and which investigation or complaint arises directly or indirectly out of the provision of the Services or any other action or omission by the Provider and/or its Staff then the Council shall be entitled to recover the cost of that financial redress, compensation or award from the Provider.

41 AGENCY

41.1 Neither the Provider nor its Staff shall say or do anything that might lead any other person to believe that the Provider is acting as the agent of the Council. The Provider shall not be the agent of the Council.

41.2 The Provider shall make not any representations or give any warranties to third parties on behalf or in respect of the Council, or bind or hold itself out as having authority or power to bind the Council.

41.3 This Contract shall not create any relationship between the Parties of partnership, employment or landlord and tenant.

42 CONFLICT OF INTEREST

42.1 The Provider shall take appropriate steps to ensure that neither it nor any of its Staff are placed in a position where there is or may be an actual conflict or a potential conflict between the pecuniary or personal interests of the Provider or such persons and the duties owed to the Council under the provisions of this Contract. The Provider shall disclose to the Council full particulars of any such conflict of interest which may arise and take all reasonable steps to remove any such conflict to the satisfaction of the Council’s Authorised Officer.

43 SEVERANCE

43.1 If any term, condition or provision contained in this Contract shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remaining parts of this Contract.

43.2 Pursuant to Clause 43.1, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted which as nearly as possible validly gives effect to their intentions as expressed in this Contract.

44 WAIVER

44.1 The failure of either Party to insist upon strict performance of any provision of this Contract or the failure of either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by this Contract.

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44.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with the provisions of Clause 44.

44.3 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 or subsequent breach of this Contract.

45 NOTICES

45.1 Except as otherwise expressly provided within this Contract, no notice from one Party to the other shall have any validity under this Contract unless made in writing by or on behalf of the Party concerned.

45.2 Any notice which is to be given by either Party to the other shall be given in writing (sent by e-mail, hand or signed for special delivery post) to the address set out in Clause 45.4; Provided the notice is not returned as undelivered, the notice shall be deemed to have been given two (2) Working Days after the day on which the e-mail was sent, the letter was hand delivered or posted or sooner where the Party acknowledges receipt of such letters.

45.3 Either Party may change its address for service by serving a notice on the other Party in accordance with this Clause 45.

45.4 For the purposes of Clause 45.2, the address of each Party shall be:

45.4.1 For the Council:

Address: Kempthorne House, St Martins Hospital, Clara Cross Lane, Bath. BA2

5RP

For the attention of: Contracts & Commissioner Officer

Tel: 01225 477915 or 01225 477000 Email: asccommissioning@bathnes.gov.uk

For the Provider:

Address:

For the attention of:

Tel:

Email:

46 LAW AND JURISDICTION

46.1 The Parties accept the exclusive jurisdiction of the English Courts and agree that the Contract, and all non-contractual obligations and other matters arising from or connected with the Contract, are to be governed and construed according to English Law.

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THIS CONTRACT is for: Independence at Home Services between BATH AND NORTH EAST SOMERSET COUNCIL, Lewis House, Manvers Street, Bath, BA1 1JG (“the Council”) (1) and «Provider_», «Address_Line» (“the Provider”) (2). IN WITNESS whereof the parties have executed this Individual Service Agreement as a Deed the day and year first before written.

The Common Seal of Bath and North East Somerset Council, was here unto affixed in the presence of

………………………………………………….. Authorised Signatory Name: …………………………………………. Position: ………………………………………. Executed as a deed on behalf of «Provider_» acting by a Director and its Secretary or two Directors

…………………………………………………………………Director/Company Secretary

Name: ………………………………………………………...

…………………………………………………………………Director

Name: …………………………………………………………

42

SCHEDULE 1 - SPECIFICATION

Schedule 1 – Specification for ‘Part A’ Services

Main Contents

Page

Part 1 – B&NES Requirements 3

1 Interpretation of this schedule 3

2 Introduction 3

3 The framework approach 4

4 Scope 5 5 Regulatory, strategic & legislative environment 5

6 The Services 6

7 Wider context 13

8 Referrals 14 9 Systems resilience, market oversight &sustainability 15

10 Indicators & Outcomes 15

11 Quality Assurance 20

Part 2 – Technical Appendices 21

1 Guidance on missed / late / visits etc. 21

2 Indicative tasks & activities 32 3 Independence at Home Customer Charter 23

4 LSOA Postcodes map, checklist & Primary Care Networks 25

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Section 6 – ‘The Services’ – Index Page

General 6 Continuing healthcare (CHC) 7 Types of packages 7 Staff 8 Indicative tasks & activities 8 Exclusions 9 Care planning 9 Service User experience 9 Care records 10 Ongoing evaluation of service delivery 10 Financial information 10 Safeguarding information 11 Service Users with dementia and/or mental capacity issues 11 Challenging behaviour 11 End of life care 11 Medication 11 Assistive technology 11 Moving and handling 12 Supporting the customer charter 12 Visit times 12 Consistency of care staff 13 Potential variations 13 Forums 13

Section 10 – ‘Indicators & Outcomes’ – Index Page

Introduction 15 Indicator Domains 15 Approach to outcomes 16 Performance & Activity Indicators 16 Interplay between KPIs and AIs 17 Frequency 17 Part A Indicators at the commencement of the framework 18 Submission of KPIs and AIs 19 Format of submission 19 Post-submission 20

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Section 1 – B&NES Requirements

1. Interpretation of this schedule

Unless specified, all references to B&NES within this schedule should be interpreted as referring

to Bath & North East Somerset at a level of ‘place’ and not individually to either the Council or

Clinical Commissioning Group (CCG). This reflects B&NES Council and CCG’s shared

commitment to engage with providers with one voice, and to continue to progress towards an

integrated health & care commissioning and contracting function across both organisations.

This schedule is designed to support clear expectations for delivery of Services within B&NES’s

framework approach and the wider community services context.

It also creates a flexible environment for Providers and Commissioners to work together and

agree variations over time that are in-keeping with the aspirations of the framework, respond to

changing circumstances in the wider environment or are otherwise designed to improve market

sustainability or outcomes.

Throughout this schedule, the term ‘Independence at Home’ (IAH) is adopted as an umbrella

term for future services. References to IAH should be taken to include references to ‘homecare’

or ‘domiciliary care’.

2. Introduction

Homecare services are essential to people being able to remain living in their own home. They

also enable people to be discharged from hospital safely and prevent people from having to go

into hospital or residential care.

Independence at Home is an umbrella term used to describe the Services commissioned under this Framework Agreement whether via an Individual Service Agreement or a Part B Contract. The term supports the creative thinking needed by the Council and the providers to transform Services in order to meet future demand. References to Independence at Home also include references to Homecare and Domiciliary Care, Waking Nights and Sleep In Nights and any other services which are added to the Framework Agreement including but not limited to “Live-In Care”.

The IAH framework takes an integrated approach to commissioning homecare services across

the Council and CCG and is viewed by both as vital to B&NES’s health & care system. As such, it

is one of a number of initiatives being developed in parallel to maximise people’s independence

and reduce overall demand on the health & care system, including:

➢ Redesign of the reablement service

➢ New ways of working e.g. strength based social work practice

➢ Early pilots supporting the reabling and strength-based ways of working. e.g.

o double-handed Packages of Care

o trusted reviewer

o reviewing packages of less than 10 hours.

This framework introduces a reabling approach to homecare which aims to help people “do

things for themselves,” rather than “having things done for them.” (Department of Health – Care

Services Efficiency Delivery)

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This echoes how reablement services work with their clients over a short period of weeks.

Reablement has an established focus on maximising independence and optimising people’s

function as opposed to providing a consistent ‘amount’ of care.

Much evidence suggests that taking the reablement philosophy and applying it to certain

homecare cohorts, working with them over a longer period of time will have positive effects on

Service Users’ wellbeing, employee job satisfaction and in managing overall demand better.

The framework comes into operation at a difficult time where the care market is vulnerable and

the limitations of managing demand and delivering homecare under the traditional model are

clear to all. There are growing pressures financially and in terms of growing demand and

uncertainty.

Following a detailed review of previous arrangements and best practice and engaging with local

providers and carers, B&NES’s Health & Care Board approved this framework as the most

effective way to maintain a sustainable and good quality homecare sector. The framework

therefore is designed to:

➢ Support a flexible approach which values and builds relationships

➢ Make best use of existing capacity and develops new ideas

➢ make best use of available capacity and, through our brokerage service, pay a fair,

sustainable price for care

➢ support and raise the profile of the sector and workforce

Please note: Providers can access a copy of the full Health & Care Board recommendations

which describe the framework approach in full. Please ask your Commissioner for a copy.

Providers are also encouraged to become familiar with current developments in commissioning

and social work practice as these frame much of our approach to managing the Framework over

time. See https://ipc.brookes.ac.uk as a starting point to this

3. The framework approach

The framework is designed to create a flexible environment to deliver long term improvements to

how the community experience care and support services. It is also designed to:

o Improve and develop Provider / Commissioner relationships

o Support a more resilient and vibrant independent provider sector offering better quality

opportunities for Providers to develop their businesses and workforce

o Give providers a louder voice alongside statutory health and local government system

leaders

o Improve quality assurance and market intelligence, helping Commissioners to improve

their oversight and support of the market as a whole

A key aspiration is that Providers and Commissioners collaborate with partners to explore and

deliver new ways of most effectively supporting people to live at home as independently as

possible. The intention is to foster a creative mind-set, collective identity and common-purpose

across.

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4. Scope

This Specification: This Specification relates to Services provided under Part A of the IAH

framework. At the time of the framework’s implementation this includes ‘Phase 1’ services (i.e.

those services typically understood as ‘regular’ homecare) and does not include ‘Phase 2’

services such as Live-in Care (see below).

Live-in Care Services (LiC): These services provide comprehensive support for people to remain

at home where other alternatives are either not available (extra care housing or intermediate care

beds) or not required (residential or nursing care). LiC services do not form part of ‘Phase 1’

services. Rather they are being developed as a Phase 2 to the framework and will be subject to

their own specification. The Phase 2 specification will identify where necessary where provisions

of this specification also apply to LiC services intended to be delivered under Part A of the

Framework.

Out of Scope of this Specification: Service specifications for specific block contracts, innovation

contracts or pilots to be delivered under Part B of the framework will be created bespoke to each

opportunity and published to all framework providers.

5. Regulatory, Strategic & Legislative Environment

Where applicable to the Services, Services will be provided in accordance with:

➢ The Care Act (2014)

➢ The Health and Social Care Act 2008 (Regulated Activities) Regulations 2014

➢ The Health and Social Care Act 2008 (Regulated Activities) (Amendment) Regulations

2015

➢ Health & Social Care Act 2012 (2012)

➢ Care Quality Commission (Registration) Regulations 2009

➢ Care Quality Commission (Registration) and (Additional Functions) and Health and Social

Care Act 2008 (Regulated Activities) (Amendment) Regulations 2012 (Amendment to

Parts 4 & 5)

➢ Care Quality Commission (Registration and Membership) (Amendment) Regulations 2012

➢ Mental Health Act 1983

➢ The Mental Capacity Act 2005

➢ The NHS Long Term Plan (2019)

And any successor regulations or new or emergent legislation to the above, as relevant to the

Services.

Providers will also have regard (where applicable) for:

47

➢ Adult Social Care Outcomes Framework: https://digital.nhs.uk/data-and-

information/publications/ci-hub/social-care

➢ Adult Social Care Workforce Data Set: https://www.skillsforcare.org.uk/adult-social-care-

workforce-data/ASC-WDS/Discover-the-Adult-Social-Care-Workforce-Data-Set.aspx and

similar outcome measures required from providers to support NHS reporting

➢ The national framework for NHS continuing healthcare and funded nursing care:

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_

data/file/746063/20181001_National_Framework_for_CHC_and_FNC_-

_October_2018_Revised.pdf

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_

data/file/783034/NHS-funded_Nursing_Care_Practice_Guidance_2018.pdf

➢ Any local, regional or national strategic commissioning strategies, including market

position statements that apply to the Services.

And any successor or emergent measures or strategic tools to the above, as relevant to the

Services

6. The Services

General: The Care Quality Commission (CQC) Fundamental Standards for health and social

care underpin the requirements of this Specification and the Provider must carry out Services in

accordance with those Standards (or any successor Standards). The Provider must be registered

with the CQC and deliver Services in accordance with CQC’s registration requirements for

domiciliary care, complying with all relevant regulations and best practice guidelines.

Services are currently provided to people who have been assessed to need support to continue

to live at home and avoid hospital admission or admission into residential/nursing care. Services

encompass a wide range of needs and include: Complex needs - End of Life Support -

Continuing Health Care - General Domiciliary Care

B&NES requires the framework as a whole to support effective, good quality Services across its

entire geographical area and to support the new neighbourhood-based approach to care and

health of Primary Care Networks (PCNs). A reference map of all LSOA postcode areas and a

corresponding list is available in appendix 4 along with an introduction to PCN’s. The Provider’s

completed map will be held by brokerage and used to inform the brokerage process. Providers

will have indicated the core areas where they are able to provide services, and may also choose

to indicate other areas where they may from time to time be able to consider supporting

Packages of Care.

Services must provide effective and efficient Services 7 days per week, 365 days per year.

Services must provide person-centred care and enable people to maximise quality of their life,

independence and ability to exercise choice over their lifestyle and remain living in their own

home for as long as possible. Services (general personal care) are expected to be available from

7 a.m. to 10 p.m.

To support people’s independence and safety in their own homes between visits, Providers are

required to:

• Meet people’s needs in a personalised and dignified way

48

• Negotiate meaningful and achievable goals with individuals, their families and advocates.

• Clarify responsibilities of all individuals supporting the individual

• Ensure each Service User has a Care and Support plan and that it is written with their

direct involvement of and in consultation with their families (where appropriate or where

the individual gives their consent).

The topics within this section also relate to the domains of quality assurance identified within

B&NES’s Contract, Risk Management and Quality Monitoring of Independence at Home Policy.

Continuing Healthcare (CHC): At the commencement of the framework, this Part A Specification

applies to all Packages of Care, including CHC. However providers should also note that at the

time of writing (November 2019) a national service specification for CHC service is in draft form,

authored by NHS England (NHSE), and a regional NHS specification for the same is expected

during 2020.

B&NES’s aspiration is to engage with the IAH/homecare provider market as a single integrated

health & social care commissioning entity to the fullest extent possible. Reflective of this, this Part

A Specification has a default preference to integrate the requirements of the Council & CCG,

unless there is a clear reason not to (i.e. where this offers clarity for providers).

Commissioners have reviewed the current NHSE draft against this specification and finds that

much of the content is analogous with this Part A specification, framework / ‘Part A’ terms &

conditions and the Contract, Risk Management and Quality Monitoring of Independence at Home

Policy. In particular the requirements for providers to work in partnership with other agencies and

Commissioners, as well as for providers to support a holistic approach to understanding Service

Users’ psychological, emotional, spiritual and social needs in addition to their physical needs.

Providers should have regard for the draft NHSE specification’s requirement that care delivered

should at all times respect the 6C principles of continuing healthcare, which is to deliver:

1. Care that is right for the individual

2. Compassion - Demonstrates empathy, respect and dignity

3. Competence - expertise, clinical and technical knowledge to deliver effective care based

on research and evidence.

4. Communication -"no decision about me without me".

5. Courage - do the right thing for the people and to embrace new ways of working.

6. Commitment to improve the care and experiences of care.

B&NES does not expect the final NHSE version to differ significantly. Commissioners will confirm

to Providers once the final version is available; consulting on any variations which may be

required specifically for CHC Packages of Care. However for the avoidance of doubt, this

Specification for Part A Services will continue to apply in its entirety until B&NES is in a position to

advise otherwise and a variation is agreed with Providers.

Types of Packages a Provider can deliver under this Contract:

At the initial commencement of the IAH framework:

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➢ ‘Standard’ care package – Describes care visits of typically 60 minutes or less to support

a Service User with specific tasks or to deliver specific outcomes. The Provider is required

to deliver this care between the hours of 7.00 am and 10.00 pm.

➢ Waking Night – A care worker provides support, typically from 10.00 pm to 7.00 am and

during this period they are expected to be awake and able to respond to all care and

support needs of the Service User.

➢ Sleeping night – This is similar to a waking night, but the care worker will require a

separate bedroom and is expected to be able to sleep during the night. The care worker

can respond to the Service User’s needs a maximum of 3 times during the night. If the

needs of the Service User are such that the care worker is required more often, then a

waking night package should be commissioned.

On commencement of ‘Phase 2’ of the framework (Live in Care)

➢ Live-in Care – A care worker lives in the Service User’s home and be available to provide

constant care, support and supervision to them and have scheduled breaks within this

time. This package type will only apply to providers who are registered to provider Live-In

Care service and specifically.

Staff: The Provider must ensure that it has the ability to provide the Services with sufficient

numbers of trained and competent Staff necessary to provide appropriate care for each Service

User. The Provider must ensure that each person responsible for the delivery of care is fully

aware of the requirements of:

❖ The Contract Standard

❖ This Specification

❖ The CQC Fundamental Standards of Quality and Safety

❖ Contract, Risk Management and Quality Monitoring of Independence at Home Policy

(Schedule 2)

- and be able to demonstrate a commitment to maintaining and delivering high quality Services

and to keep pace with evolving industry and regulatory requirements. The Services shall be

responsive, reliable and maintain a person’s dignity and respect at all times.

Indicative Tasks & Activities: IAH services of a type typically referred to as ‘homecare’ can

include a range of tasks and activities for the direct assistance with, or regular enabling of, daily

living. This is provided by care workers in partnership with the Service Users’ needs and

outcomes.

An indicative (inexhaustive) list of tasks and activities that IAH framework Providers should have

regard for in their delivery of Services, is included in Appendix 2 to this Specification and form

part of the requirement within this section.

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However, whilst these are indicative tasks, Services under this Contract will first and foremost be

outcomes-focused. The Service required for a person will not always therefore be prescribed in

terms of task requirements or timescales.

The Council’s and Provider’s Care and Support Plans may identify a range of desired outcomes

for the person, which will be agreed with them, the Provider and the Council. Some outcomes will

have specific goals that the person wishes to achieve to support their progress towards the

outcome. A goal is usually something with a shorter timeframe for achievement rather than an

outcome which could be longer term.

Exclusions: This Specification does not expect IAH framework providers to support Service

Users around the following tasks or activities:

➢ Escort or take Service Users out into the community

➢ Manage Service Users’ finances

➢ Deep clean homes where Service Users may hoard

➢ The Service does not include nursing care which is care that needs the specialist skills of

a qualified nurse.

➢ The Service does not include tasks such as regular domestic cleaning as standard unless

there are reasonable exceptional circumstances agreed with social workers and

Commissioners prior to the tasks being undertaken.

Care Planning: Providers will receive a Council Care and Support Plan or CHC Assessment

from B&NES, and are also required to undertake their own care planning before Services

commence with an initial plan drawn up within the first 48 hours of the service starting, and a full

plan within 28 days. The Provider Care and Support Plan should reflect and be in accordance

with the Council’s Care and Support Plan or CHC Assessment.

Service Users will be actively involved in the development of their Care and Support Plan which

should be person-centred and include goals for independence and maintaining and promoting

Service Users’ abilities and independence, with a reabling ethos.

All care documentation produced by the Provider will follow the process of assessment, planning,

implementation and evaluation and provide clear, concise and directive information that reflects

the care required to meet the individual’s needs. Documentation shall be concise and accurate.

Care and Support Plans shall be reviewed as a minimum on an annual basis or as and when the

person’s needs change.

Care and Support Plans should contain personal profiles, next of kin details, and records should

be personalised as appropriate to the Service User.

Providers will work with Service Users to enable them to identify the circle of people to be

involved in their care or care planning (e.g. partners, relatives and friends) and state how they

would like them to be involved.

The Provider will have continual dialogue with Service Users on their care needs and any

changes in this. The Provider must inform care management (social workers), brokerage or

commissioner as appropriate of any changes in care need (increase or decrease) that may

indicate that a review of care package is required or (in the case of CHC-funded packages) may

indicate that a review of CHC eligibility is required.

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Service User experience: Providers will deliver services that ensure Service Users are treated

with privacy, dignity, respect and compassion.

Service Users shall be provided with care and support that meets their needs which may arise

from their age, disability, race, sex, gender reassignment (transgender), marriage and civil

partnership, sexual orientation and religion and belief (including those with no religion and belief).

Good attitudes and behaviour will be promoted and assured, including consideration of non-

verbal behaviour and body language. Individuals’ choices are respected and empowered, for

example the name and title by which Service Users wish to be addressed.

The communication needs of each individual will be identified and include recognition of visual,

hearing and cognitive difficulties.

Service Users will be provided with clear information whether by hard copy or website as

suitable, which explains details of what they can expect from the Provider’s service. In addition

the Homecare Customer Charter (appendix 3) will also be made available to new Service Users.

Any such information will be made available in appropriate and accessible formats including but

not limited to braille, large print, translations etc.

Providers will ensure that Service Users are clear on how they can make complaints or give

compliments on Services and that there is an effective complaints system in place. Service Users

should feel safe and comfortable with the Staff who are working with them, and feel assured that

they will be respected and listened to. Service Users will know where to access the Providers’

policies, and will be provided with copies if requested.

Care Records: Care records will be maintained for all Service Users, and all such records

including daily records and charts shall be made contemporaneously and chronologically and

shall be legible to the reader.

Care records shall be used proactively by care workers to ensure consistency of approach and to

discuss changes in needs and circumstances.

If kept in hard copy, individual’s running records must be stored in a folder in the Service User’s

own home. If the Provider uses electronic record systems they must ensure that the Service

User and any family or carers that they wish to have access may do so at no additional cost to

the Service User.

Once a Service User is no longer receiving a Service, their record shall be archived and stored in

a secure place in accordance with the terms and conditions of the Contract.

Ongoing evaluation of service delivery: Service Users will be supported to achieve their goals

on an ongoing basis, and providers shall regularly monitor and record changes/improvements in

individual Service User outcomes as part of its care planning process. The Provider should have

clear and consistent tools or methods in place to do this (e.g. Recovery Star, Daisy Wheel etc.).

Services should maintain a person-centred approach that ensures services are delivered with the

Service User, not to them.

Staff shall proactively evaluate Service Users’ wellbeing and any changes in the Service User’s

needs, or deterioration in health shall be recorded, reported to ASIST or their General Practice as

appropriate, and actioned without delay.

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The Provider shall engage with each Service User as an individual to promote, encourage and

facilitate them in leading active and fulfilled lives as appropriate.

Financial information: Working as requested and appropriate with the Council’s finance

department, providers will ensure that Service Users have clear information that outlines the

financial arrangements regarding their service, and the extent and limitations of that service.

Safeguarding Information: Providers shall ensure that service users and their families/carers

are aware of how to report any safeguarding concerns. Information relating to safeguarding shall

be accessible and appropriate to the needs of the Service Users.

Service Users with Dementia and / or mental capacity issues: Staff shall have the necessary

training, skills and knowledge of individual needs and behaviour in order to deliver effective

person-centred care and support independence for those who may be experiencing symptoms of

dementia.

Staff shall be knowledgeable in the application of the Mental Capacity Act and shall ensure that

any assessment of capacity relating to making specific decisions is based on a functional test of

capacity. Any concerns should be raised with social workers/care coordinators or the Service

User’s general practitioner.

Challenging Behaviour: Challenging behaviour plans will be developed by the Provider and

implemented to support Service Users if required

End of Life Care (EoLC): End of Life is not considered a separate Service User group and

should be understood as part of the care offered potentially to all Service Users. Where relevant,

end of life care planning and advance wishes are to be recorded appropriately and may be

written in conjunction with a community service e.g. district nurse/palliative care team.

Where EoLC is or becomes relevant, care plans should include (or existing care plans amended

to include):

❖ An up to date TEP form (Treatment Escalation Plan) or DNAR/RESPECT form will be in

place if required which complies with the legal requirements of the Mental Capacity Act

(2005).

❖ Advance Care Plans and Do Not Attempt Cardiopulmonary Resuscitation

(DNACPRs)/Advance Decision to Refuse Treatment (ADRTs) where applicable.

Staff shall be appropriately trained to manage the processes and procedures around end of life

sensitively, to ensure Service Users and their families are treated with dignity and respect.

The Provider must ensure that the workforce is able to recognise and respect the Service Users

spiritual and religious beliefs, including the diversity of ethnic cultures around mourning practices.

The following link provides information: http://www.openingthespiritualgate.net/all-faiths

Medication: Service Users shall be supported to take medicines independently. Self-

administration Service Users will have risk management in place. Where indicated in the Council

Care and Support Plan or CHC Assessment, clients who need support from provider Staff to take

their medication, will have Medication Administration Records (MAR charts) that are complete,

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clear and audited by the Provider. The Provider will have processes in place to record and report

drug related incidents and errors.

Assistive Technology: Service Users are assisted to use assistive technology and equipment,

safely, comfortably and energy efficiently, where applicable.

Moving and Handling: The Provider shall ensure that any moving and handling equipment used

in delivery of the Service is operated by trained and competent Staff who work to ensure the

privacy and dignity of the Service User.

Supporting the Customer Charter: The Independence at Home Customer Charter (see

appendix 3) identifies the commitment to Service Users. Providers are expected to make best

efforts to ensure timely and consistent delivery. Missed or significantly late calls leave individuals

feeling anxious and forgotten and potentially at serious risk. In all cases the provider must

contact the Service User, their family (where appropriate) and care management to make them

aware of the situation and to ensure that the Service User is supported and not placed at risk of

avoidable harm. In particular, providers are expected to provide services in accordance with the

‘Our homecare providers will’ section of the Charter which states:

➢ Arrive in good time, within an agreed window of time (often 30 minutes). If you become concerned that your visit is late, you can call the provider.

➢ Let you know about any change or unavoidable delay to your service ➢ Clearly display identification and dress in a presentable manner ➢ Have professional skills and training appropriate to their role and your needs ➢ Work in a safe way that does not put you, your family or homecare staff in any danger

– and help you stay safe from any form of abuse ➢ Treat you with courtesy, and respect your dignity, personal circumstances, privacy and

confidentiality ➢ Take a personal approach to meet your needs and goals as agreed in your care plan ➢ Listen to you and tailor your support to your preferences wherever possible ➢ Support you irrespective of your age, cultural background, ethnicity, sexual orientation,

gender or personal support needs ➢ Involve your family members and carers if you want us to ➢ Help you get the information you need to make decisions or tell you about how you

can contact other services and support. Our homecare providers will ensure services are properly staffed and funded, and that staff are properly trained, supervised, supported, and checked to make sure you can be confident you will be safe to have them in your home. All providers will be registered with the Care Quality Commission (CQC) who inspect care services in England.

Visit Times

o At the framework’s commencement, visit times should have a minimum duration of 30

minutes (for ‘standard’ care packages to which the blended hourly rate applies).

o Providers are asked to arrive in good time however the Charter makes it clear to Service

Users that a reasonable amount of flexibility on visit times (30 minutes either side of the

appointment) is acceptable.

o Service Users are informed of changes to Services and these are communicated in a

timely and appropriate manner, and will understand when to contact Providers if service

times differ.

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➢ The Provider must inform care management/social worker/B&NES if there is a regular pattern

of late cancellations either by the individual or the individual’s family e.g. family takes

individual out every Sunday for lunch. In the event that the individual lacks capacity the

individual’s family/ Carer should be contacted. The Provider must have a clear and auditable

communication strategy in place to action this.

➢ A Business Continuity plan should be in place to manage occasions where calls need to be

rescheduled or cancelled (e.g. in extreme weather). This should take into account the

vulnerability of individuals, the complexity of care needs and whether the visit is time critical

(e.g. medication). As part of this strategy, communication with individuals about changes is

essential.

➢ Once either the Provider or social worker / B&NES become aware of an unplanned absence

by an individual e.g. admission to hospital, they must inform the other party as soon as

practically possible and at the latest within 24 hours.

Further guidance on what constitutes a missed, late, rescheduled or cancelled call is included

within Appendix 1 of this specification.

Consistency of Care Staff: Providers shall ensure that where reasonably possible Service

Users are provided with consistent care workers who get to know them as individuals, build

rapport, and promote a person-centred ethos.

Potential Variations: Providers will be asked to work with B&NES and its partners to consider

potential development of Services where this has a beneficial impact for the community and / or

market sustainability. At the framework’s commencement, options include:

o create a schedule of specific medication and other needs which require time-specific

visits

o explore where visits for non-personal care tasks (e.g. medication checks) can be

delivered in visit times of less than 30 minutes

o integrated health & social care packages rather than separately commissioned visits for

‘health tasks’ and ‘social care’ tasks

o training and development opportunities for the Provider’s workforce to enable framework

providers to provide Services which may be currently provided by community nurses but

which do not require a registered nurse.

o other initiatives to support maximum efficient use of the workforce where there is no

negative impact on the individual

In future, developments of Services will be informed by learning from the evidenced benefits from

Innovation Pilots under Part B of the framework.

Forums: Providers are required to attend and help shape the agenda for regular provider forums

as a key vehicle for change, responding to emerging trends and challenges as well as identifying

potential Part B opportunities.

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7. Wider Context

Implementing the IAH framework is the starting point for a new approach to managing demand in

B&NES and progressing outcomes-based commissioning in social care.

Critical to the success of the framework (both Parts A and B) is seeing it as part of a wider

programme of transformation. Over the lifetime of the framework, providers may be asked to

work with or contribute ideas to a range of people as part of a joined up network of care, health

and support services. We expect these relationships to develop over time as existing services

are reconfigured and new initiatives come on line.

An indicative list of agencies and people is included below.

Service Users ❖ The prime focus of our collective efforts. We view and treat

service users as people, not as a list of needs and visit times.

Service Users’

families and social

networks

❖ The resources already available in people’s lives play a huge

part in maximising tier functioning and quality of life

Virgin Care &

Support Ltd

❖ Social Work teams (strength-based practice and case

management, amendments and adjustments to care

packages)

❖ Reablement

❖ District nursing, community hospitals & other community

services

❖ Broader care and support functions such as care coordination

and system navigators

Royal United

Hospital (RUH) &

other acute care

partners

❖ B&NES’s acute hospital and other major stakeholders in the

local care and health community such as SWAFT (South West

Ambulance Foundation Trust), central to system resilience

activities.

Primary Care

Networks (PCNs) &

Pharmacy

❖ PCN’s are a key element to the NHS Long Term Plan.

❖ Increasingly, PCNs and pharmacy services are at the heart of

community care. Increasingly we will see multi-disciplinary

teams working together to support communities

❖ There are 6 PCN’s in B&NES (see appendix 4)

Other B&NES

functions

❖ Client Finance (payments & variations)

❖ Brokerage (the frontline referral route for packages of care on

the framework)

Voluntary &

Community

Services (VCS)

❖ We will look for opportunities for VCS organisations to work in

partnership with commissioners and framework providers on

innovative ways to support people’s wellbeing,

❖ Micro-enterprises / community groups

❖ Carer’s Centre

Universal & Leisure

Services

❖ Often overlooked but play an essential part on people’s

everyday lives, wellbeing and interests/aspirations.

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8. Referrals

Referrals for individual Packages of Care under Part A of the framework will be made in

accordance with B&NES’s Brokerage Policy as may be changed from time to time.

The current brokerage policy can be found at https://www.bathnes.gov.uk/services/care-and-

support-and-you/commissioning-future.

9. Systems Resilience, Market Oversight & Sustainability

Systems Resilience: It is important to our community that we are able to meet people’s care

needs in the most appropriate setting as soon as possible. Doing so maximises their chances of

greater recovery and independence. The Provider agrees to support the B&NES urgent care

system to its best ability in addressing local system-wide priorities to reduce the impact of

delayed transfers of care and specific initiatives such as Home First. This may include:

o Supporting shared Packages of Care between Providers (where reasonable) to facilitate

transfers of care from acute and community hospitals and reablement.

o Being available (where reasonable) to consider referrals for Packages of Care outside of

the Provider’s usual core or peripheral service coverage areas. This will usually be on a

temporary basis until longer term arrangements can be put in place.

o For Part B providers this may include representing the homecare sector in system-wide

dialogue or events relating to operational pressures on the health and care systems.

Market Oversight & Sustainability: The framework terms & conditions identify the Provider’s

responsibilities regarding completion with the Adult Social Care Workforce-Data Set and

information sharing and collaboration in respect of broader market oversight and sustainability

issues.

10. Indicators & Outcomes

Introduction: B&NES is committed to developing its’ outcomes based commissioning approach.

But we acknowledge that this is a journey that we take together with our Providers and

community. Over time the focus of regular monitoring will increasingly become on outcomes. We

will develop and agree variations with Providers to report meaningfully and proportionately on

outcomes for Part A Services.

Indicator Domains: There are three core indicator domains:

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Approach to Outcomes: As the diagram above shows, outcomes are what tell us whether what

we’re doing is making the right kind of difference to peoples’ lives. B&NES’s approach is to look

at outcomes on three levels:

There is no one ‘perfect’ way to do this and we have learnt from what has worked well (and not

so well) from elsewhere. For Part A Services we believe the right approach is to start small and

build success. Over time we will look to increase the focus of reporting to be more focussed on

outcomes and will develop our approach with framework providers through the forums and other

projects. This will include taking the learning from successes in Part B pilots and contracts.

Performance & Activity Indicators: There are two types of indicators for Part A services:

• How much of something did we do? 1. Quantity

• How well did we do the things we did? 2. Quality

• Did we do the right thing?

• Did we achieve the right 'outcome'? 3. Effectiveness

community

service / provider /

commissioner

individual

58

➢ Performance Indicators (KPIs)

➢ Activity Indicators (AIs)

KPI

➢ The foundation of formal performance management for which a

provider will be directly accountable under the Contract and subject

to scrutiny with quality assurance and regular contract

management procedures.

AI

➢ Identify aspects of a service where commissioners and providers just

need to understand ‘what has happened’.

➢ AI’s support wider working between commissioners and providers

Interplay between KPIs and AIs: At B&NES’s discretion it is possible that over time, KPI’s can

be re-framed as AI’s, and vice versa. Here are some examples of reasons where this may be

useful:

❖ Changing a KPI to an AI

➢ A KPI may have become too onerous and it is sensible to make it ‘for

information only’

➢ The information a KPI tells us is interesting and relevant to our strategic

knowledge base, but dilutes our ability to hold providers to account on more

important indicators.

❖ Changing an AI to a KPI

➢ A period of time may have been necessary to establish a baseline standard for

an AI so that it can be meaningfully applied as a KPI

➢ An AI may relate to a factor which has become increasingly important.

➢ An AI has been developed during a Part B pilot which can be applied to Part A

services, helping us evolve our understanding IAH services.

➢ There is increased confidence in the indicator and reporting against it more

formally has become strategically important

Please note:

❖ Any amendments to AI’s and KPI’s will need to be recorded as a contract

variation

❖ For the same reasons as in the table above, B&NES can also at its discretion

consider new KPI’s or AI’s to be added to Part A. Where this is the case,

providers will be consulted beforehand and their views sought.

Frequency: To ensure the right balance between; meaningful reporting, interpretation and clear

accountability without being disproportionately burdensome, Indicators for Part A Services will be

collected with varying frequencies as outlined in the tables below. Regular reporting for Part A

Services will be a mix of:

59

➢ Monthly: Basic, standard reporting on a monthly basis

➢ Quarterly: reporting for topics not required or meaningful to collect more frequently

The Provider may also be required to retain and have available additional information on request

from B&NES to:

❖ support the Contract, Risk Management and Quality Monitoring of Independence at

Home Policy

❖ respond to a targeted enquiry relating to an incident

❖ support system resilience, market oversight and B&NES’s statutory responsibilities

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Part A Indicators at the commencement of the framework

4. Monthly Indicators Service Name & ID

Service Start Date

Provider

Key Performance Indicators (KPIs)

Type ref. Indicator Description

Quantity

1.1 No of new packages started broken down by routine and

emergency

1.2 No of packages ended (and reason)

1.3 No of missed visits

1.4 No of cancelled visits

Quality

2.1 Number and % of clients receiving single handed care with 4

care workers or less

2.2 Number and % of clients receiving double-handed care with 8

care workers or less

2.3 Total number of Council and CHC clients and hours at month

end

Effectiveness

3.1 Number of joint packages with other providers (assessing

effectiveness of system)

3.2 No of referrals where provider assessments completed before

service starts (excluding emergency packages of care)

3.3 No of referrals where provider assessments completed within

48 hours of service starting (excluding emergency packages

of care)

3.4 Number of double handed packages of care and as % of all

POC

Activity Indicators (AIs)

[none at commencement of framework but may be subsequently added]

Please Note

Where any indicators can be evidenced via data which B&NES already collects through

other means, the provider will still be accountable for its performance, but not the

collection of the data to support it.

Quarterly Indicators Service Name & ID

Service Start Date

Provider

Key Performance Indicators (KPIs)

Type ref. Indicator Description

Quantity

1.1 No of packages of care terminated by the provider

(broken down by reason)

Quality

2.1 No of complaints

2.2 No of compliments

2.3 No of safeguarding incidents

2.4 No of serious incidents

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Effectiveness

3.1 Provider attendance / contribution at most recent provider forum

(effectiveness of organisational approach)

Activity Indicators (AIs)

Type ref. Indicator Description

Quantity

1a Nos of Care Staff (headcount and FTE’s)

1b Nos of Leavers (headcount and FTE’s)

1c Nos of starters (headcount and FTE’s)

1d No of sickness hours

Quality

2a Total Number of customers (including self-funders) and hours 2b Number of Council customers and hours

2c Number of CHC customers and hours

2d Business continuity plan in place and reviewed including winter

planning measures

Effectiveness

3a Nos of packages of care reduced (and level of reduction)

3b Nos of packages of increased (and level of increase)

3c Length of time from package acceptance to first visit

Please Note

❖ Where any indicators can be evidenced via data which B&NES already collects

through other means, the provider will still be accountable for its performance, but

not the collection of the data to support it.

Submission of KPI & AIs (Indicators)

➢ KPIs are to be submitted via secure email to asc_commissioning@bathnes.gov.uk

➢ Indicators are to be submitted to B&NES no later than the 10 th of the calendar month for

which they are due, or the following Monday if the 10 th falls on a weekend.

➢ Indictor reporting is one month in arrears e.g. –

▪ For Indicators returned on a monthly basis - The indicators for month 1 will be

submitted to B&NES by the 10th day of month 2.

▪ For indicators returned with less frequency (quarterly / 6 monthly) - The indicators

will be submitted to B&NES by the 10th day of the month immediately after the expiry of

the reporting period e.g. if a reporting period is months 1-4, then the indicators must be

returned by the 10th day of month 4.

▪ For indicators submitted ‘on request’ - The Provider and Commissioner will agree a

reasonable due date on a case by case basis up to a maximum of 1 month following the

original request.

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Format of submission

➢ KPIs are to be submitted on the formatted excel spreadsheet provided by B&NES.

➢ Providers should not alter any of the formatting or formulas within the spreadsheet except

with agreement with the Commissioner (via email).

➢ The Provider must submit a complete return for it to be valid. This means that all required

fields must be completed. If the provider is not able to submit against a KPI then it must

notify the Council in writing along with its submission, citing the reasons why. Whether the

Council considers the reasons to be appropriate is at its discretion and reserves the right

to take any necessary measures available to it under the terms of this Agreement.

Post-submission

➢ PI and AIs form part of the basis of quality assurance for IAH services with B&NES’s.

Therefore submission of regular PI and AI information is essential to ongoing quality

assurance of framework providers.

➢ Providers’ indicator submissions will be used to build the overall picture of provision and

will be used as a basis for discussion with Commissioners in performance management

meetings and discussions.

11. Quality Assurance

11.1 This Specification should be read in conjunction with B&NES’s Contract, Risk

Management and Quality Monitoring of Independence at Home Policy (Schedule 2).

11.2 Acknowledging Commissioners’ broader market oversight role, non-framework providers

who enter into a non-framework call off contract with B&NES for an individual Service

User’s care, will also be required to submit indicator information under a non-framework

version of this service specification and also be subject to the Contract, Risk Management

and Quality Monitoring of Independence at Home Policy where applicable to non-

framework providers.

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Section 2 – Technical Appendices

1. Guidance on missed / late / visits etc.

Guidance on missed, late, rescheduled or cancelled calls

Missed call

➢ Is where an individual has not received a visit where one is scheduled and

does not receive a visit before the next scheduled visit and has not been contacted to rearrange the time (e.g. visits are scheduled to take place three times a day and the first visit of the day does not take place and the first achieve visit is the scheduled second visit of the day).

➢ All calls either not delivered at all, or made more than two hours after the time stated on the Commissioning Order Form are considered to be missed.

➢ The consequence of a missed call needs to be risk assessed according to the Councils safeguarding procedures.

➢ Any missed call should be communicated to Care Management / social workers as soon as practically possible.

Late call

➢ Is where an individual has not received a visit within 45 minutes of the

scheduled time and has not been contacted to rearrange the time of the visit.

Rescheduled

call

➢ Is when a call is delayed and the individual receiving care has agreed for

the call to be delivered at a different time, or the individual has requested it be delayed.

Cancelled

call

➢ Is when a call has been cancelled prior to the due time and the individual

receiving care has agreed for the call to be cancelled, or the individual has requested it to cancelled

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2. Indicative tasks & activities

Included below is an indicative (inexhaustive) list of tasks and activities the IAH framework

provider should have regard for in delivering Services. However, whilst these are indicative

tasks, Services under this Contract will first and foremost be outcomes-focused. The Service

required for a person will not always therefore be prescribed in terms of task requirements, or

timescales.

A Care and Support Plan may identify a range of desired outcomes for the person, which will be

agreed with them, the Provider and the Council. Some outcomes will have specific goals that the

person wishes to achieve to support their progress towards the outcome. A goal is usually

something with a shorter timeframe for achievement rather than an outcome which could be

longer term.

Indicative Tasks & Activities

a) Providing advice and support on self-care skills including signposting to sites such as

Support for Carers, Dementia Wellbeing Service etc.

b) Assistance, encouragement and prompting to get up or go to bed and transfers from or to

bed / chair / toilet

c) Washing and bathing using equipment if necessary, shaving and hair care, denture and

mouth care, hand and fingernail care, foot care (excluding any aspect of nail care which

requires a state registered chiropodist or podiatrist, surgical or cosmetic procedures)

d) Toileting, including necessary cleaning (in relation to individual instances as needed) and

safe disposal of waste/continence pads and emptying of commodes

e) Empting or changing catheter or stoma bags where this is an existing care requirement

and associated monitoring

f) Assistance, encouragement and prompting with skin care such as moisturising very dry

skin

g) Dressing and undressing

h) Medication management in relation to home from hospital support. Prompts to take

medication or safe administration of medication which has been prescribed in accordance

with agreed protocols

i) Assistance, encouragement and prompting with putting on appliances with appropriate

training for example leg calliper, artificial limbs and surgical stockings and assistance with

visual and hearing aids e.g. glasses care, hearing aid battery checks

j) Assistance, encouragement and prompting around meals and healthy eating, including

food or drink preparation

k) Eating and drinking including any associated kitchen cleaning (in relation to individual

instances as needed) and hygiene

l) Night settling, preparing the person for the night, making the home safe and secure

before leaving

m) Make beds and change linen

n) Dispose of household and personal rubbish where specifically required.

o) Assistance, encouragement and prompting with laundry services

p) Assistance, encouragement and prompting with household tasks such as cleaning

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q) Identify and mitigate as far as possible any hazards or risks around the house and

suggest solutions e.g. rugs or obstacles

r) Assistance, encouragement and prompting with use of Assistive Technology where

identified to support or maintain health and independence

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3. Independence at Home Customer Charter

Independence at Home (IAH / Homecare)

Customer Charter

Our commitment to you This charter explains what you can expect from all homecare services arranged for you by Bath & North East Somerset Council and CCG.

Our approach to supporting people We will ensure you receive high quality services to enable you to live as independently and confidently as possible in your own home and community, participating as an active and equal citizen. Homecare is one part of a jigsaw of services and opportunities which might be suitable for you. You may pay for homecare yourself, but if you are entitled to homecare paid for by the Council or CCG, we will purchase homecare on your behalf from private companies who we call our providers.

As part of our approach, homecare can help you to:

➢ live as independently as possible

➢ stay in your own home for as long as possible

➢ have maximum control over your life

➢ have the best possible quality of life, irrespective of illness or disability

➢ maintain your dignity and privacy

Our homecare providers will:

➢ Arrive in good time, within an agreed window of time (often 30 minutes). If you

become concerned that your visit is late, you can call the provider.

➢ Let you know about any change or unavoidable delay to your service

➢ Clearly display identification and dress in a presentable manner

➢ Have professional skills and training appropriate to their role and your needs

➢ Work in a safe way that does not put you, your family or homecare staff in any

danger – and help you stay safe from any form of abuse

➢ Treat you with courtesy, and respect your dignity, personal circumstances, privacy

and confidentiality

➢ Take a personal approach to meet your needs and goals as agreed in your care

plan

➢ Listen to you and tailor your support to your preferences wherever possible

67

➢ Support you irrespective of your age, cultural background, ethnicity, sexual

orientation, gender or personal support needs

➢ Involve your family members and carers if you want us to

➢ Help you get the information you need to make decisions or tell you about how

you can contact other services and support.

Our homecare providers will ensure services are properly staffed and funded, and that staff are properly trained, supervised, supported, and checked to make sure you can be confident you will be safe to have them in your home. All providers will be registered with the Care Quality Commission (CQC) who inspect care services in England.

We ask that you:

➢ Let your provider know if you don’t need your usual visit if you are able to

➢ Treat staff with courtesy and respect

➢ Let your provider know if you carer is late beyond the agreed window of time

(generally this will be more than 30 minutes late)

This Charter can be made available in a range of languages, large print, Braille, on tape, electronic and accessible formats by

contacting us via email to asc_commissioning@bathnes.gov.uk or by telephone on 01225 477915

Are we getting things right? If you want to share a compliment, concern or complaint, speak first to the organisation providing the service, if you can. This will give them a chance to put things right, learn from what you tell them, and continue to improve services. If you don’t feel comfortable doing this, or if you don’t get the response you hoped for, we can help you make a complaint. You can contact us by letter, email or phone at the following address: Complaints Team Bath and North East Somerset Council Freepost SWB10433 Bath, BA1 1BF Tel: 01225 477752 Email: complaints_cypandadults@bathnes.gov.uk

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4. LSOA Postcodes map, checklist & Primary Care Networks

Provider

Postcode

Check box if you wish to provide services in this area

Core Additional BA1 1 ☐ ☐

BA1 2 ☐ ☐

BA1 3 ☐ ☐

BA1 4 ☐ ☐

BA1 5 ☐ ☐

BA1 6 ☐ ☐

BA1 7 ☐ ☐

BA1 8 ☐ ☐

BA1 9 ☐ ☐

BA2 0 ☐ ☐

BA2 1 ☐ ☐

BA2 2 ☐ ☐

BA2 3 ☐ ☐

BA2 4 ☐ ☐

BA2 5 ☐ ☐

BA2 6 ☐ ☐

BA2 7 ☐ ☐

BA2 8 ☐ ☐

BA2 9 ☐ ☐

BA3 2 ☐ ☐

BA3 3 ☐ ☐

BA3 4 ☐ ☐

BA3 5 ☐ ☐

BA3 6 ☐ ☐

BA15 2 ☐ ☐

BA15 3 ☐ ☐

BS4 5 ☐ ☐

BS13 0 ☐ ☐

BS14 8 ☐ ☐

BS14 9 ☐ ☐

BS30 6 ☐ ☐

BS31 1 ☐ ☐

BS31 2 ☐ ☐

BS31 3 ☐ ☐

BS39 4 ☐ ☐

BS39 5 ☐ ☐

BS39 6 ☐ ☐

69

BS39 7 ☐ ☐

BS40 5 ☐ ☐

BS40 6 ☐ ☐

BS40 7 ☐ ☐

BS40 8 ☐ ☐

BS41 8 ☐ ☐

70

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Primary Care Networks (for information only)

Primary Care Networks (PCN’s) are a key component of the NHS Long Term Plan.

They bring GP practices together to work collectively to support communities of

approximately 30-50,000 patients. The NHS has big aspirations for PCN’s for delivering

many of the commitments within the Long Term Plan and provide a wider range of

services to communities.

Of particular relevance to this specification, PCN’s will be the footprint for developing

the delivery of integrated, multidisciplinary community teams and support the delivery

of services to people with more complex needs and to think more broadly about

community health, taking a more preventative approach.

Find out more about PCN’s here: https://www.kingsfund.org.uk/publications/primary-

care-networks-explained

There are 6 PCN’s in B&NES. These are included in the table below along with the

names of GP practices within each PCN.

Primary Care

Network

Population

size

GP Practices

Clinical Director

Bath

Independents

26,000

Batheaston, Fairfield Park, Widcombe

Dr Daisy Curling

Minerva

35,000

Combe Down, Grosvenor, Newbridge,

Rush Hill and Weston,

St Michael’s Partnership

Dr Sam Robinson

Heart of Bath

27,000

Merged practices of: St James’,

Oldfield, Number 18,

Catherine Cottage

Dr Arun Gadhok

Three Valleys

Health

67,000

Hope House, Westfield, St Chad’s and

Chilcompton, Somerton, St Mary’s,

Hillcrest, Elm Hayes, Harptree, Chew

Medical

Dr Liz Hersch

Keynsham

25,000

St Augustine’s, Temple House,

Westview

Dr Charles

Bleakley

Unity Medical

Group

30,000

University Medical Centre, Monmouth,

Pulteney

Dr James Brooks

Information accurate @ 4th September 2019

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SCHEDULE 2– CONTRACT, RISK MANAGEMENT AND QUALITY MONITORING OF INDEPENDENCE AT HOME POLICY

04 IAH QA policy -

011119.pdf

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SCHEDULE 3 – THE COUNCIL’S POLICY STATEMENTS

Providers may access policy statements via the Council’s website at www.bathnes.gov.uk

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SCHEDULE 4 – PRICE AND PAYMENT SCHEDULE

PART 1

PAYMENT MECHANISM

1 Application and validity

1.1 This Payment Mechanism applies to Packages of Home Care arranged under this Contract.

1.2 No charge or sum shall be payable to the Provider for the Services other than as set out this Payment Mechanism.

1.3 No increase, update or variation to the Hourly Rate (or any component thereof or any other charge or sum) shall be valid except and until such increase, variation or update is expressly agreed in advance in writing by the Council.

2 Interpretation

Unless otherwise specified the definitions and rules of interpretation set out paragraph 1 of the Conditions of Contract shall apply.

2.1 Client Care Charge means the amount that the Council has assessed that the Service User must pay from their income towards the Price.

2.2 Continuing Healthcare Services means a package of ongoing care that is arranged and funded solely by the National Health Service (NHS) specifically for individuals aged 18 or over who are found to have a ‘primary health need’ and require care to meet health and associated social care needs that have arisen as a result of disability, accident or illness

2.3 Default Interest Rate means 2% over LIBOR

2.4 Hourly Rate means the agreed rate to be paid to the Provider for each hour of support provided as set out in Part 2 of this Schedule 4

2.5 Payment Period means a four week period starting on the Monday which next follows the Commencement Date

2.6 Visit means a visit to the Service User’s place of residence for the purposes of delivering their agreed Package of Care.

3 Individual Placements

3.1 The Council shall pay the Price for each Payment Period for all Packages of Home Care in accordance with this Schedule.

3.2 The Provider shall invoice for Services delivered, broken down by individual Service User and otherwise in a form satisfactory to the Council (acting reasonably).

3.3 The Provider shall submit invoices in arrears at the end of each Payment Period for Services that have been provided in that period to the reasonable satisfaction of the Council.

3.4 All invoices must contain the following information:

3.4.1 LiquidLogic Client ID Number;

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3.4.2 Invoice Number;

3.4.3 Date of Invoice;

3.4.4 Name of service user (no additional personal identifying information should be provided);

3.4.5 Period the invoice covers;

3.4.6 Number of hours provided;

3.4.7 Date and time of Visits;

3.4.8 Rate applied to Visit;

3.4.9 VAT number and VAT due, if applicable;

3.4.10 Provider’s full details including contact name and number for any invoice queries.

3.5 The Provider shall provide within five (5) Working Days of any subsequent request from the Council such additional information in support of the invoice as the Council may reasonably and properly require.

3.6 The Council shall pay the Provider any sums due under an invoice no later than a period of 30 days from the date on which the Council has determined that the invoice is valid and undisputed.

3.7 All Hourly Rates (and any pro-rated Hourly Rates) shall be inclusive of travel and parking, and exclusive of VAT.

3.8 The Provider shall be paid according the Hourly Rates (as adjusted in accordance with this Contract). The Hourly Rate shall apply to each full hour of care delivered to a Service User irrespective of day of the week, hour or statutory bank holiday. The Provider will be paid 60% of the Hourly Rate for any period of care delivered to a Service User which is 30 minutes in duration and 80% of the Hourly Rate for any period of care delivered to a Service User which is 45 minutes in duration until such time as the Council has carried out a care fees analysis as referred to in paragraph 11.4 below when payment for care which lasts less than an hour may be reviewed and the Council’s policy on Hourly Rates updated.

3.9 Save as provided in paragraph 7 the Provider shall only be paid in respect of visits actually made and care delivered to Service Users.

3.10 Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not duly made pursuant to the terms of this Contract on the due date calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the date on which payment was due up to and including the date of payment

4 Disputes

4.1 If either Party (acting in good faith) disputes all or any part of the invoice submitted in accordance with paragraph 3, the Parties shall use all reasonable endeavours to resolve the dispute in question as soon as possible. If they fail so to resolve it within 4 weeks of one Party notifying the other that there is a dispute, either party may refer the matter to the Dispute Resolution Procedure. Following resolution of the dispute, any amount agreed or determined to have been payable shall be paid forthwith by the

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Council to the Provider, together with interest on such amount calculated in accordance with paragraph 3.9.

5 Set-Off

5.1 If the Parties have agreed in writing or if the there is a determination pursuant to paragraph 4.1 above that there is a sum of money due and payable by the Provider to the Council, such sum may at the Council's discretion be deducted from or applied to reduce the amount of any sum then due, or which at any time afterwards may become due, to the Provider from the Council under this Contract.

5.2 If the Parties have agreed in writing or if the there is a determination pursuant to paragraph 4.1 above that there is a sum of money due and payable by the Council to the Provider, such sum may at the Provider's discretion be deducted from or applied to reduce the amount of any sum then due, or which at any time afterwards may become due, from the Provider to the Council under this Contract. In addition the Provider shall give the Council not less than ten (10) Working Days' notice of its intention to deduct or apply such sum.

6 Client Care Charges

6.1 Client Care Charges (where relevant) will be collected by the Council in respect of Service Users in receipt of Services.

7 Temporary absences – suspension in care packages

Where a Service User is absent from their home or does not require a Service for a temporary period the following provisions will apply.

7.1 Where the absence is confirmed with more than 24 hours’ notice, the Service shall not be charged.

7.2 Where the absence is confirmed with less than 24 hours’ notice the Service shall be charged for the first scheduled Visit of the day, any subsequent Visits in that day shall not be charged.

7.3 Where absence is unplanned the Provider shall charge for the first scheduled Visit of the day, any subsequent Visits in that day shall not be charged.

7.4 In the event of admission to hospital or holiday of a Service User the Council may request that the Provider keeps the Service User’s Visit slot open for a period of up to two weeks, on payment of 50% of the agreed Hourly Rate, pro-rated to reflect the time of the Visit slot.

7.5 Where a Provider is unable to deliver some or all of the required Services to a Service User in the circumstances set out in Clause 31.5 of the Contract the Council will pay only for any Services which are actually provided save that the Council may, at its complete discretion and in accordance with Clause 31.5.7, offer an exceptional or part payment to enable the Provider to continue to provide some or all of the Services.

8 Change of needs

8.1 Any proposed changes to a Service User’s Package of Care will be confirmed in writing in accordance with the Conditions of Contract.

9 Death of a Service User

9.1 In the event of the death of a Service User payment for Services will cease on date of death.

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9.2 If the Provider has not been notified of the Service User’s death and attends on the day of death then paragraph 7.3 shall apply for one visit only on the date, or on the day after the date, of death.

10 Change in financial circumstances

10.1 Where a change to the funding arrangements for an individual Service User results in that Service User funding their own care, that Service User’s Council funded Package of Care will be terminated.

10.2 If the Service User wishes to continue to use the services of the Provider, the Provider shall enter into a separate arrangement with the Service User directly, within 14 days of the Council notifying the Provider of the change in the Service User’s circumstances.

10.3 Where a Service User who has been in receipt of Continuing Healthcare Services is no longer eligible for Continuing Healthcare Services, a social care assessment will be required and a change in funding arrangements will be confirmed.

11 Price Review Process

11.1 The Council will review the Hourly Rate annually (subject to paragraphs 11.3 and 11.4) taking into account a range of relevant factors including but not limited to:

11.1.1 The United Kingdom Homecare Association suggested minimum rate;

11.1.2 inflation/deflation;

11.1.3 the Council’s financial position;

11.1.4 the best interests of Service Users;

11.1.5 market sustainability; and

11.1.6 the most recent findings of any care fees analyses.

11.2 The outcome of the review referred to in paragraph 11.1 will be communicated to Providers on an annual basis at the earliest opportunity.

11.3 The revised Hourly Rates will commence in April of the relevant financial year, as determined by the Government for the changes in welfare benefits, provided always that the first such change in rates shall not take effect before April 2021.

11.4 The Council may from time to time take steps to assess a reasonable market price for the Services. This will take the form of a care fees analysis (sometimes referred to as a “Fair Price of Care” analysis). On each occasion when the Council has assessed the reasonable market price for the Services the findings of that exercise will inform the Council’s policy on Hourly Rates and the review referred to at paragraph 11.1 above.

11.5 In addition to the process referred to at paragraphs 11.1 to 11.4 above:

11.5.1 the Council may, at its sole discretion and not more than once in any rolling 12 month period, invite the Provider to reconsider and resubmit its Hourly Rates to the Council and such new Hourly Rates will be substituted for the previous hourly rates; and

11.5.2 the Council may invite the Provider to reconsider and resubmit its Hourly Rates at other times only where the Council considers this necessary to support system resilience efforts as referred to in the Specification or for continuity of Services.

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SCHEDULE 4

PART 2

Service Type

Rate

Service Type 1 Independence at Home (Home Care) Hourly blended rate Hourly Rate shall apply to all care delivered irrespective of day of the week, hour or statutory bank holiday. 45 minute units and 30 minute units will be paid at 80% and 60% of the provider’s full hourly blended rate, respectively pending the Care Fees analysis exercise whereupon we may review this approach.

£«Hourly» per hour

Service Type 2 Additional Support Waking Nights As defined in the service specification

£«Waking» per night

Service Type 3 Additional Support Sleep-in nights As defined in the service specification

£«Sleeping» per night

* B&NES considers Service Type 1 and the associated contracted rates to apply between the hours of 07:00 and 22:00, however, should a person request care and support outside of these times, e.g. a 06:00 / 06:30 or 22:00 or 22:30 call and the provider has the capacity to accommodate this or following an exception due to an unpredicted change in need or presentation requiring care and support outside of the above stated ‘Day Support’ hours, where Night Support is not in place, the provider’s contracted ‘Day Support’ rate would still apply.

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SCHEDULE 5 - COMMISSIONING ORDER FORM

Commissioning Order Form (COF)

COF Number [INSERT]

COF Date [INSERT]

Call off Contract Reference

[INSERT CONTRACT NUMBER]

Provider Details

Name [INSERT]

Address [INSERT]

Contact (tel. / email) [INSERT]

Services Requested by

Name / Team [INSERT]

Contact Details [INSERT]

On behalf of [INSERT]

S1 Service User Details

Client / Service User (SU) details Provider to invoice in accordance with payment schedule in relevant contract

Service User / Client initials [INSERT]

Client ID (Liquid Logic) [INSERT]

Postcode [INSERT]

Client / SU stated outcomes / preference for how they are cared

for

SEE ACCOMPANYING CARE AND SUPPORT PLAN

S2 Case Worker (where applicable)

Case Worker at COF date [INSERT]

Team [INSERT]

Contact [INSERT]

S3 The Services (see ‘Service Details’ for further details)

Type of services being commissioned (type of care and support)

[INSERT]

Initial evaluation of services delivery schedule (must be included for all IAH framework Part A contracts)

Day Initial evaluation: times & duration

MON [INSERT]

TUE [INSERT]

WED [INSERT]

THU [INSERT]

FRI [INSERT]

SAT [INSERT]

SUN [INSERT]

N/A [INSERT]

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Intended service commencement date

[INSERT]

Intended Service duration [Ongoing / Short Term / Fixed / Interim / Respite] (Delete as applicable)

Intended end date if not ongoing?

[INSERT]

Further Comments (including clarification on more flexible delivery arrangements, not readily identified by the initial evaluation above. e.g. including, but not limited to care home placements and some IAH Framework Part B packages of care)

Further comments [INSERT]

S4 Other Services Other care and support providers / agencies currently support the Client / SU should be listed below along with an indication of the type of care and support being offered. This is to facilitate coordinated care, improved outcomes and seeing the person as an individual. (add more rows if needed)

Provider / Agency Type of care / support

[INSERT] [INSERT]

[INSERT] [INSERT]

[INSERT] [INSERT]

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S5 Service Detail (A)

Client / SU initials:

[INSERT] Client ID:

[INSERT]

COF No: [INSERT] COF Date: [INSERT]

Full details of the service will be set out in the person’s care and support plan provided by the Council / CCG These should be further developed by the provider and service user working together to develop the provider’s plan

Service Detail (relates to initial evaluation of delivery schedule, where appropriate)

[INSERT]

Agreed Unit Cost (£) As set out in payment schedule to contract

[INSERT] Per [30 mins, 45 mins, hour, day, week, month, year]

[INSERT]

Number of units [INSERT] Per [hour, day, week, month, year] [INSERT]

TOTAL COST [INSERT]

Start Date [INSERT]

End Date [ONGOING / INSERT DATE] (delete as applicable)

Additional Comments

[INSERT]

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S6 Provider Confirmation Form COF Number [INSERT]

Date of Confirmation [INSERT]

Provider Details

Name [INSERT]

Address [INSERT]

Postcode [INSERT]

Contact (tel. / email) [INSERT]

B&NES Details

For the attention of [INSERT]

Address [INSERT]

Postcode [INSERT]

Contact (tel. / email) [INSERT]

Client / Service User (SU) Details

Client / SU initials [INSERT]

Client / SU ID (Liquid Logic)

[INSERT]

Postcode [INSERT]

The Services

Service Start Date [INSERT]

Service End Date (if relevant)

[INSERT]

Service Detail I am in agreement with the Service Detail & Service Cost as

identified in the COF. ☐

Service Cost [INSERT]

Authorisation I am authorised on behalf of [INSERT PROVIDER NAME] to accept this Commissioning Order Form / Purchase Order. I understand my organisation’s responsibilities are to provide services in accordance with the relevant terms & conditions from B&NES Council and/or CCG (as identified above).

Signature [INSERT]

Date [INSERT]

Print Name [INSERT] Job Title

[INSERT]

Note: The COF is system generated and therefore may vary aesthetically to the template included in this schedule.

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SCHEDULE 6 – NOT USED

84 31772817-2

SCHEDULE 7 – INFORMATION SHARING AGREEMENT

Description Details

Providing information to data subjects under Article 13 and 14 of the GDPR

Each Party is responsible for ensuring that the Data Subject is informed regarding the processing activity at the point of collecting personal data from the Data Subject in accordance with Article 13 and 14 of the GDPR. Such information shall include relevant information regarding any sharing of personal data.

Responding to data subject requests under Articles 15-22 of the GDPR

The Provider shall respond to any Subject Access Request made in relation to data that they hold and forward any Subject Access request to the Council where such records are held separately by the Council.

Notifying the Information Commissioner (and data subjects) where necessary about data breaches

Either Party shall notify the Information Commissioner and Data Subject(s) where such a breach has occurred when such a breach is as a result of their party’s processing activity and where they are a Data Controller in their own right. In any case where a Default is likely to result in a risk to Data Subjects for whose personal data the other Party is responsible as a Joint Data Controller, the other party must immediately inform the other when such risk has been assessed as being evident.

Maintaining records of processing under Article 30 of the GDPR

Both Parties shall maintain a record of processing activity where required in accordance with Article 30 of the GDPR. Such a record should upon request be available for either party to view for the purposes of ensuring the effective management and accountability of personal records.

Carrying out any required Data Protection Impact Assessment (DPIA)

Both Parties are responsible for conducting, in their own right, a DPIA where applicable in a format considered appropriate. Any Party which identifies any residual risk associated to jointly controlled records shall notify the other.

The agreement must include a statement as to who is the point of contact for data subjects.

Each Party will have a point of contact respectively for any individual wishing to make contact, such point of contact should direct the individual to the other Party where appropriate.

Plan for return and destruction of the data once the processing is complete

UNLESS requirement under union or member state law to preserve that type of data

Either Party shall provide the other with such data as is required for the continued provision of service. This may include transfer to a third party or return to the Council for onward transfer. The Provider will be responsible for informing Data Subjects with Active Cases in any situation where the provision will be moving to a Third Party. Either Party shall retain any such records as required by statute.

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SCHEDULE 8 – EXIT PLAN

1 GENERAL

1.1 The Provider acknowledges that it is of critical importance to the Council to ensure on termination or expiry of this Contract an orderly transfer of the Services either back to the Council or to a Replacement Provider and for this reason the Council relies significantly on the Provider fulfilling its obligations under this Schedule.

1.2 If this Contract is terminated in whole or part or expires in accordance with its terms, the Provider will, during the Exit Period, co-operate with the Council and where applicable any Replacement Provider to ensure the orderly migration of, and transfer of responsibility for, the Services.

2 EXIT OBLIGATIONS

2.1 During the Exit Period the Provider shall:

2.1.1 provide all reasonable assistance and appropriate resources to the Council and any Replacement Provider to facilitate the orderly transfer of the Services to the Council or the Replacement Provider;

2.1.2 continue to provide the Services in accordance with the Specification, any KPIs and the Contract;

2.1.3 provide such information and assistance as is detailed in paragraph 4;

2.1.4 provide such copies of the Council’s Data in its possession as are requested by the Council and at no additional charge to the Council;

2.1.5 carry out such security tasks necessary to identify security and operator risks inherent in the transfer of the Services and inform the Council of such risks and possible preventative and curative measures necessary to deal with such risks;

2.1.6 immediately prior to the end of the Exit Period provide the Council with a detailed description and status report of all errors which have not been corrected, problems not resolved or agreed changes to the Services which have not been fully implemented at the termination of the Exit Period.

(“the Exit Obligations”)

2.2 The Provider shall carry out the Exit Obligations in such a manner so as to cause as little disruption as possible to the Council’s business.

3 DOCUMENTATION AND DUE DILIGENCE

3.1 During the Exit Period, the Provider will comply with any reasonable request by the Council for any information in relation to the Services to ensure the smooth transition of the Services. Following such a request the Provider will within two (2) days of such request make the relevant information available to the Council for inspection or on the Council’s authorisation to the Replacement Provider and shall within two (2) days of such inspection provide copies of the relevant information to the Council and/or (if so requested by the Council) the Replacement Provider.

3.2 The Provider shall promptly and diligently answer any questions about the Services which may be asked by the Council or by any Replacement Provider as necessary in order (i) to explain the manner in which the Services have been provided; and (ii) to allow the Council or Replacement Provider to conduct all such due diligence as is reasonably required to enable it to take over responsibility for the provision of the Services (or any part thereof).

86 31772817-2

3.3 The Council shall procure that any Replacement Provider agrees to be bound by (i) an obligation of confidentiality in respect of any confidential information of the Provider which is made available to it under this Schedule and (ii) an obligation to use any of the Provider’s confidential information solely for the purpose of evaluating and/or providing to the Council the services which will replace the Services.

4 EXIT MANAGER

4.1 The Provider will appoint a person as Exit Manager at the commencement of the Exit Period and will notify the Council as soon as possible of the name and contact details of such person. The Council shall have the right to require the replacement of the Exit Manager if it reasonably believes that such person is unsuitable for the position.

4.2 The Exist Manager will be the Council’s primary point of contact in connection with the matters referred to in this Schedule. The Provider shall ensure that the Exit Manager liaise with the Council in relation to all issues relevant to the termination (in whole or part) or expiry of this Contract and all matters connected with this Schedule.

5 EXIT PERIOD

5.1 The Exit Period shall be either:

5.1.1 A period of up to twelve (12) months prior to the end of the Contract Period; or

5.1.2 In the event of early termination of the Contract the period from the date of the notice to terminate until termination occurs.

provided that the Council may terminate the Exit Period at any time by giving ninety (90) days’ notice in writing to the Provider.

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SCHEDULE 9

SAFEGUARDING REQUIREMENTS

Note: Hyperlinks and URLs in this schedule are provided for reference only. It shall be the Provider’s responsibility to ensure it is in compliance with the most up-to-date information and guidance throughout the Contract Period in relation to the matters set out below. 1. Safeguarding Policies and Procedures

1.1 The Provider shall ensure that its safeguarding policies, procedures and related guidelines are

reviewed at least every three years and updated in light of changes to legislation, national and

local guidance (this will include guidance on safeguarding adults from the Department of Health,

Home Office, CQC and ADASS).

1.2 These policies and procedures shall be in line with the multi-agency policy in place for B&NES –

see: https://www.safeguarding-bathnes.org.uk/adults.

1.3 The Provider shall include in the policy a named person in the organisation that all staff can

identify as the lead for safeguarding adults and who deals with relevant concerns. The Provider

must also identify a lead for Prevent, Mental Capacity Act, FGM, Self-Neglect and Human

Trafficking. This can be the same or different people within the organisation.

1.4 The Provider shall have clear procedures which include details of how individual Staff who are

concerned that an adult or child is at risk, has or may have been abused, is required to report

this immediately to the identified named person within its organisation and consider with them a

referral to the relevant social care team and document that decision.

1.5 The Provider shall detail in its policy and procedures how it will ensure effective multi -agency

working around safeguarding including but not limited to compliance with all relevant B&NES

multi-agency policy and procedures including but not limited to the Safeguarding Adult Review

Process and Serious Untoward Incident Process where required.

1.6 The Provider shall have a clear policy regarding safeguarding children, in the context of the

provision of Independence at Home services and Working Together to Safeguard Children 2018.

This policy shall be in line with the multi-agency policy in relation to the safeguarding of children

that is in place within B&NES.

2. Effective Supervision

2.1 The Provider shall have a supervision policy / statement setting out the arrangements for Staff.

This will include details on the frequency and ensure opportunities are provided to discuss

safeguarding prevention and safeguarding concerns where relevant for adults or children at risk.

Supervision shall be delivered by suitably skilled and experienced supervisors who have access

to their own supervision.

3. Safe Recruitment and Retention of Staff

3.1 The Provider shall have in place a Safe Recruitment Policy and ensure this is in line with

statutory guidance and B&NES multi-agency policies. The Provider shall ensure those Staff

responsible for interviewing staff, volunteers and agency staff have undertaken appropriate safer

recruitment training.

3.2 The Provider shall include in the Safe Recruitment Policy:

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3.2.1 details of the recruitment process for paid staff, volunteers and agency staff;

3.2.2 details of how the Provider will comply with Government criteria for Disclosure and Barring

Service (DBS) checks (including validation of certificates). https://www.gov.uk/disclosure-

barring-service-check/overview

3.2.3 a section on managing a positive DBS disclosure. This will include how the Provider deals with

convictions, relevant ‘soft’ information and third party information; and

3.2.4 that any positive disclosures or relevant information on DBS checks will be reported to the

Council’s Authorised Officer(s) using the Council’s risk assessment tool. Where the Provider is

concerned about the DBS check and the appropriateness of the person to work with vulnerable

adults, it shall discuss this with the Council safeguarding team.

3.3 The Provider shall ensure that the Council’s Authorised Officer (and LADO where necessary) is

promptly kept advised at all times of any “Relevant Personnel” who subsequent to his/her

commencement of employment as a member of staff receives a conviction or caution.

3.4 The Council reserves the right to verify the existence and/or substance of any DBS disclosure,

or criminal record, or DBS adults’ barred list disclosure, or certificate of good conduct, in relation

to any member of Staff and the Provider shall immediately provide the Council with any

information that the Council reasonably requests to enable it to be satisfied that the obligations

under this Schedule and Clause 16 have been met.

3.5 The Provider shall refer information about any person carrying out the Services to the DBS

where it removes permission for such person to carry out the Services (or would have, if such

person had not otherwise ceased to carry out the Services) because, in its opinion, such person

has harmed or poses a risk of harm to a Service User.

3.6 The Provider shall not employ or use the services of any person who is barred from, or whose

previous conduct or records indicate that he or she would not be suitable to carry out Regulated

Activity or who may otherwise present a risk to a Service User.

3.7 The Provider shall ensure that the Council is kept advised at all times of any Staff, or other

persons employed/engaged in the performance of any part of the Services if subsequent to the

commencement of his/her employment/engagement hereunder their previous conduct or records

indicate that he or she would not be suitable to carry out Regulated Activity or who may

otherwise present a risk to a Service User.

3.8 The Council reserves the right to issue a notice to the Provider requiring it to no longer employ

or use the services of any person in the provision of any part of the Services if in the reasonable

opinion of the Council the employment or use of such person poses a risk of harm to a Service

User. Any such decision by the Council shall be final conclusive and binding on the Provider

and the Council shall not (unless it is willing to do so voluntarily and at its absolute discretion) be

required, at any time, to disclose to the Provider the reasons for its decision.

3.9 On receiving the notice described in Paragraph 3.8 above, the Provider shall forthwith remove

such member of Staff from the provision of the Services and shall immediately provide a

replacement.

4. Managing Allegations against Paid, Volunteers and Agency Staff

4.1 The Provider shall ensure that it includes in its policies and procedures sections which

demonstrate its compliance with national and local guidance on allegations management.

89 31772817-2

4.2 The Provider shall designate a lead member of staff with responsibility for managing allegations

of abuse against people who work with adults at risk and children, liaising with the Council’s

safeguarding adults service and designated adult safeguarding manager in accordance with

statutory guidance.

4.3 With regard to allegations against those Staff working with adults at risk, the B&NES multi-

agency procedure will be implemented and the Provider shall ensure it works within this.

5. Knowledge and Use of the Multi-Agency Escalation Policy

5.1 The Provider shall ensure the Multi-Agency Escalation Policy is made available and training

provided as required to its entire Staff to implement the policy as detailed on the multi-agency

web pages:

https://www.safeguarding-bathnes.org.uk/sites/default/files/lsab.lscb_escalation_protocol_.pdf 6. Whistleblowing Policy

6.1 The Provider shall have a Whistleblowing Policy with a clear process for raising concerns about

individuals or organisational culture at all levels in the organisation.

7. Policy for the Use of Social Networking

7.1 The Provider shall have a Use of Social Media Policy for Staff use of social networking. This

Policy should detail expectation regarding an individual’s behaviour, conduct and interaction

when using all social media including social networking sites. This includes contact with adults,

parents and children who use the Services.

8. Knowledge and Use of other Policies

8.1 The Provider to ensure it is aware of the other policies and guidance the B&NES multi-agency

body have in addition to the Multi-Agency Safeguarding Policy and Procedures. See:

https://www.safeguarding-bathnes.org.uk/adults

9. Single Central Record

9.1 The Provider shall maintain records of checks in compliance with DBS guidance, in order to

ensure they can to provide evidence of any checks (including the DBS) if requested to do so by

the Council and reviewed annually.

https://www.gov.uk/government/publications/handling-of-dbs-certificate-information 10. Safeguarding Audit and Monitoring

10.1 The Provider shall complete the range of audits and monitoring as required by the Council’s

Authorised Officer and the B&NES multi-agency body when requested. These will be shared

with the Council’s Authorised Officer who will discuss at your contract review to ensure remedial

actions identified are being addressed.

10.2 The Provider shall participate in case audits (single or multi-agency) or case reviews and

completing relevant actions in order to demonstrate compliance as required.

11. Training and development of staff/volunteers relevant to their role within the organisation

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11.1 The Provider shall ensure that a safeguarding training needs analysis is undertaken of relevant

staff and reviewed annually and that the multi-agency training audit is specifically completed as

requested.

11.2 The Provider will report Staff training through its annual audit and will maintain the Single Central

Record as set out above.

11.3 The Provider shall ensure:

11.3.1 all Staff are made aware of safeguarding and the law in relation to the Mental Capacity Act 2005

(for agencies providing support to individuals over the age of 16 years) during their induction;

11.3.2 all Staff understand the Provider’s safeguarding policies and procedures;

11.3.3 all relevant new Staff will complete safeguarding awareness training either through the Council’s

Common Induction Training or sourced by the Provider;

11.3.4 safeguarding awareness training (referred to as Level 2 training) is completed by all Staff (this is

available via the Council or must be sourced independently by the Provider);

11.3.5 that relevant staff have the appropriate level of investigation training;

11.3.6 that Safeguarding adults training is updated at regular intervals in compliance with current

applicable Law and local multi-agency policies including Multi-agency Safeguarding Adults

Policy and Procedures in place from time to time, which at the date of this Individual Service

Agreement is at least every three years for Staff working with adults;

11.3.7 that relevant Staff undertake Mental Capacity Act training during their induction and that this is

appropriately refreshed.