Invitation to Tender for the Provision of · PDF fileInvitation to Tender for the Provision of...

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Issue Date: dd/mm/yyyy Return Date: by 12:00 noon on dd/mm/yyyy

Newark & Sherwood District

Council Kelham Hall Newark Nottinghamshire NG23 5QX

Invitation to Tender for

the Provision of

(i) Managed Print Services (ii) External Print Management (incl.

Graphic Design) (iii) Hybrid Mail/Mail Fulfilment

Services

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Page 1 Preamble 3 2 Conditions of Tender 6 3 Specification 18 4 Pricing Schedule 31 5 Payment Details 42 6 Collusive Tendering Certificate 44 7 Form of Tender 45 8 Articles of Agreement 46 9 Contact Information 47 Appendix ‘A’: Standard Terms & Conditions of Contract 38 Appendix 1 74 Appendix 2 76 Appendix 3 79 Appendix 4 83 Appendix 5 84

CONTENTS

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1 GENERAL REQUIREMENTS

Tenders are invited by Newark & Sherwood District Council (‘NSDC’) and Newark and Sherwood Homes Limited (‘NSH’) for the provision of the following services: (i) Managed Print Services (ii) Graphic Design/Print Management and (iii) Hybrid Mail/Mail Fulfilment Services The above three service strands are jointly referred to throughout the remainder of this tender document as a ‘Holistic Print Management Solution’. Detailed requirements are defined within Section 3 of this document. Although the specification has been developed to meet the operational requirements of both NSDC and NSH, tenderers are encouraged to be innovative in their thinking when preparing their bid and to provide any suggestions and solutions that may provide a more cost efficient and value for money solution. The successful service provider will be responsible for providing this service, liaising closely with the Council’s Contract Manager who will be nominated at the contract award stage.

2 BACKGROUND

In recognition of the growing trend towards Managed Document Services, NSDC and NSH have jointly embarked on a programme to review the way in which all printed matter is produced and distributed (both internally and externally) by adopting a more holistic approach that encompasses every aspect of the printing and document imaging needs of both organisations.

This comprehensive review of NSDC’s ongoing print requirements is being conducted in parallel with two other key corporate projects, namely the procurement and implementation of an Electronic Document and Records Management System (EDRMS) and the introduction of a SMART Working Policy that will lead to Council staff adopting increasingly flexible work styles including mobile working and homeworking. NSDC and NSH are of the opinion that significant cost savings and operational efficiencies can be achieved by reviewing the way in which all current and future printing requirements and mail distribution activities are fulfilled. A solution is required whereby a single competent and experienced service provider assumes overall responsibility for the production and distribution of all printed matter in the most cost-effective and efficient manner.

1 - PREAMBLE

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It is anticipated that the contract resulting from this procurement exercise will be awarded for an initial period of three years, with an option to extend by a further two separate periods of 12 months dependent on satisfactory performance.

3 PROCUREMENT TIMETABLE This timetable is indicative only. The Council reserves the right to change it at its discretion.

11/06/2012 Invitation to Tender issued to five short-listed Potential Providers requesting service delivery proposals for each of the three core service requirements.

23/07/2012 Tender Return Date

August 2012

Tender evaluation to be based on the Potential Providers’ proposed approach and delivery solution in respect of each of the three service strands (capability assessment and method statements).

Tenderer interviews/clarification meetings (as appropriate) Two companies to be short-listed and invited to produce a design/solution cost model for each service strand based on a Proof of Concept/Commercial model document covering an operational area to be defined by NDSC/NSH. A preliminary due diligence phase that allows NSDC/NSH to evaluate the delivery solution and prove the commercial model with limited access to information and documentation needed to verify certain key assumptions.

September 2012 Evaluation of proposed service delivery cost models is completed

By mid-October 2012 Intention to Award contract letter issued to preferred bidder & unsuccessful bidder

Alcatel 10-day standstill period

Early November 2012

Contract Award letter issued, triggering a full due diligence exercise and the production/agreement of a Total Cost of Ownership model prior to contract signature. This will establish a current state which is critical for measuring against in the future.

4 FREEDOM OF INFORMATION ACT & ENVIRONMENTAL INFORMATION STATEMENT

The Council is subject to The Freedom of Information Act 2000 (“Act”) and The Environmental Information Regulations 2004 (“EIR”). As part of the Council’s duties under the Act or EIR, it may be required to disclose information concerning the procurement process or the Contract to anyone who makes a reasonable request. If Tenderers consider that any of the information provided in their Tender is

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commercially sensitive (meaning it could reasonably cause prejudice to the organisation if disclosed to a third party) then it should be clearly marked as "Not for disclosure to third parties” together with valid reasons in support of the information being exempt from disclosure under the Act and the EIR.

The Council will endeavour to consult with Tenderers and have regard to comments and any objections before it releases any information to a third party under the Act or the EIR however the Council shall be entitled to determine in its absolute discretion whether any information is exempt from the Act and/or the EIR, or is to be disclosed in response to a request of information. The Council must make its decision on disclosure in accordance with the provisions of the Act or the EIR and can only withhold information if it is covered by an exemption from disclosure under the Act or the EIR.

The Council will not be held liable for any loss or prejudice caused by the disclosure of information that;

- has not been clearly marked as "Not for disclosure to third parties" with supporting reasons (referring to the relevant category of exemption under the Act or EIR where possible); or

- does not fall into a category of information that is exempt from disclosure under the Act or EIR (for example, a trade secret or would be likely to prejudice the commercial interests of any person); and

- in cases where there is no absolute statutory duty to withhold information, then notwithstanding the previous clauses, in circumstances where it is in the public interest to disclose any such information.

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1 GENERAL REQUIREMENTS 1.1 Tenders are invited for the provision of a holistic print management solution. The

Council’s detailed requirements are defined in the Specification annexed. 1.2 Tenders must be submitted in accordance with the following instructions. Any not

complying may be rejected. 2 FORM OF TENDER AND ACCOMPANYING PAPERS

Tenders must be submitted on the Form of Tender, which must be duly completed and accompanied by:

2.1 The Conditions of Contract, Pricing Schedule, and Collusive Tendering Certificate

duly completed in all respects. 2.2 The Tenderer’s written response to any Supporting Information required by the

Council will be taken into account in the evaluation of competing tenders and which, if approved, will be binding but will not detract from the Specification nor Conditions of Contract.

2.3 A statement of the names and private addresses of all partners within the

partnership (if a partnership) or relevant details of the Company (if a company). 2.4 If you wish to receive an electronic copy of this document, please email your request

to [email protected] and a Microsoft Word file attachment will be sent by email reply.

3 SIGNATURE OF FORM OF TENDER

The Form of Tender must be signed: 3.1 where the Tenderer is an individual, by that individual; 3.2 where the Tenderer is a partnership, by two duly authorised partners; 3.3 where the Tenderer is a limited company, by a director duly authorised for such

purposes. 4 REJECTION OF FORM OF TENDER

Any Form of Tender submitted by a Tenderer in respect of which the Tenderer: 4.1 fixes and adjusts prices and rates shown in its Form of Tender by or in accordance

with any agreement or arrangements with any other person or by reference to any

2 – CONDITIONS OF TENDER

mailto:[email protected]

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other Form of Tender or communicates to any person other than the Officer mentioned in this tender the amount or approximate amount of the prices and rates shown in its Form of Tender except where such disclosure is made in confidence, in order to obtain quotations necessary for the preparation of the Form of Tender or for the purposes of financing or insurance; or

4.2 enters into any agreement with any other person that such other person shall

refrain from submitting a Form of Tender or shall limit or restrict the prices to be shown by any other Tenderer in its Form of Tender; or

4.3 offers or agrees to pay or does pay or give any sum of money, inducement or

valuable consideration directly or indirectly to any person for doing or having or causing or having caused to be done in relation to any other Tenderer or any other person’s proposed Form of Tender any act or omission; or

4.4 in connection with the award of the Contract commits an offence under the Bribery

Act 2010 or gives any fee or reward the receipt of which is an offence under Sub-Section (2) of Section 117 of the Local Government Act 1972;

4.5 has directly or indirectly canvassed any member or official of the Council concerning

the acceptance of any Form of Tender or who has directly or indirectly obtained or attempted to obtain information from any such member or official concerning any other Tenderer or Form of Tender submitted by any other Tenderer;

Shall be rejected by the Council provided always that such non-acceptance or rejection shall be without prejudice to any other civil remedies available to the Council or any criminal liability which such conduct by a Tenderer may attract.

5 NON-CONSIDERATION OF FORM OF TENDER

The Council may in its absolute discretion refrain from considering any Form of Tender if:

5.1 it is not in accordance with the Form and Conditions of Tender; 5.2 the Tenderer makes or attempts to make any variation or alteration to the terms of

the Form of Tender, the Conditions or the Specification except where a variation or alteration is invited or permitted in accordance with the terms of all or any of the Form of Tender, the Conditions and the Specification; Or

5.3 the Tenderer does not provide all the information required by the Council.

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6 INFORMATION, COSTS AND EXPENSES

The Tenderer is responsible for obtaining all information necessary for the preparation of its Form of Tender and all costs, expenses and liabilities incurred by the Tenderer in connection with the preparation and submission of the Form of Tender shall be borne by the Tenderer.

7 SUBMISSION OF FORM OF TENDER 7.1 The Form of Tender must be duly completed and submitted with the Pricing

Schedule, Supporting Information and annexes duly completed to: Chief Executive Newark & Sherwood District Council Kelham Hall Newark Nottinghamshire NG23 5QX

by no later than noon on dd/mm/yyyy.

The envelope or package should bear the following words in the top left hand corner: “Tender for the provision of a Holistic Print Management Solution – due by noon on dd/mm/yyyy”

Tendering documentation may vary in detail, but we will:

Avoid over specifying a requirement

Invite a sufficient number of tenderers to ensure fair competition, but remove barriers to participation by small suppliers without discriminating against larger suppliers

Provide clear documentation

Tender for the provision of a Holistic Print Management Solution due by noon on dd/mm/yyyy

Chief Executive Newark & Sherwood District Council Kelham Hall Newark Nottinghamshire NG23 5QX

stamp

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Give all tenderers equal opportunity

Provide feedback to unsuccessful bidders

When returning the tender please ensure that:

The envelope does not bear any name or mark indicating the identity of the sender (this includes for example, franked mail, Post Office labels detailing the sender, courier service labels or a signature across the seal of the envelope).

The envelope is not accompanied by other documentation which identifies the tenderer.

All documentation is properly completed and enclosed with your tender and the time by which the tender must be returned is noted.

If returning tenders personally please allow time to cope with traffic, accidents, parking problems, lift unavailability, busy reception areas or any other delays.

If returning tenders by post, that the chosen method will guarantee delivery before the specified deadline.

Tenders returned other than in the normal course of post will only be accepted during normal office hours, i.e. Monday – Thursday 8.45a.m. – 5.15pm and Friday 8.45am – 4.45pm (excluding Bank Holidays).

No tender will be considered which is late - for whatever reason.

N.B. We do not open any tenders until after the deadline has expired, therefore there is no penalty for returning a tender early!

7.2 In addition to two paper copies of the tender documentation you should include an electronic version, based on Microsoft Word on CD-ROM, within your tender return envelope.

7.3 All Tenderers shall keep their respective Forms of Tender valid and open for

acceptance by the Council until the expiry of 90 days from the last date for the receipt of tenders.

7.4 The Tender should not be qualified in any way. 8 RESEARCH AND INVESTIGATION

The Tenderer will be deemed for all purposes connected with the Form of Tender and the Contract to have carried out all researches, investigations and enquiries which can reasonably be carried out and to have satisfied itself as to the nature, extent, and character of the requirements of the Contract (in the context of and as it is described in the Specification), the extent of the materials and equipment which may be required and any other matter which may affect its Form of Tender. The Tenderer shall have no claim whatsoever against the Council in respect of such matters and in particular (but without limitation) neither the Council shall make any payments to the Tenderer save as expressly provided for in the Contract and (save

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to the extent set out in the Contract) no compensation or remuneration shall otherwise be payable by the Council to the Tenderer in respect of the scope of the Contract being different from that envisaged by the Tenderer or otherwise. Information given in respect of current orders is given as a guide and the Council makes no warranty and accepts no liability as to the actual value or volume of orders to be placed with the Supplier.

9 FURTHER INFORMATION AND QUERIES 9.1 At any time six days before the date for receipt of Tenders, the Tenderer may by

written communication to the Council request any information or raise any query in connection with the Form of Tender, the Conditions, Specification or the Pricing Schedule. All correspondence should be addressed to:

John King Business Manager - Procurement Newark & Sherwood District Council Kelham Hall Newark Nottinghamshire NG23 5QX Tel: (01636) 655479 Email: [email protected]

9.2 Other than the person identified above, no Council employee or member of the Council has the authority to give any information or make any representation (express or implied) about this ITT or any other matter about the Contract. 9.3 Please note that our responses to any queries or clarification requests may, at the Council’s discretion, be circulated to all Tenderers. 9.4 The Council reserves the right to issue extra documentation at any time during the tendering process to clarify any issue or amend any aspect of the ITT. All such further documentation that may be issued shall be deemed to form part of the ITT and shall supplement and/or supersede any part of the ITT. 9.5 In the event that the Tenderer has difficulty in complying with any specific provision

thereof or wishes to propose any amendment thereto it should provide all information and evidence in writing concerning such difficulty or amendment as the Council may require. The Council may at its discretion consider the difficulty or amendment and may issue general guidance or waive or amend the relevant provision but in any case without prejudice to all or any other provisions of the Form of Tender, the Conditions or the Specification or any rights or powers of the Council hereunder. No such waiver or amendment shall be binding unless made in writing and signed by the Head of Legal Services on behalf of Newark & Sherwood District Council.

mailto:[email protected]

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10 ACCEPTANCE & EVALUATION OF TENDERS 10.1 Checking and Acceptance of Tenders

An initial examination will be made to establish the completeness of submitted tenders. The Council reserves the right to disqualify any tender submission that is incomplete.

Tenderers should satisfy themselves of the accuracy of all fees, rates and prices quoted, since Tenderers will be required to hold these or withdraw their Tender in the event of errors being identified after the submission of Tenders. If a Tenderer fails to provide fully for the requirements of the Specification in the Tender it must either:

(i) Absorb the costs of meeting the full requirements of the Specification within

its tendered price; or

(ii) Withdraw its Tender. 10.2 The Council does not undertake to accept the lowest or any Tender and reserves the

right to accept the whole or any part of any Tender submitted. 10.3 The Council reserves the right to seek clarification from any or all of the Tenderers

during the evaluation period. This may be in writing or by means of a clarification meeting. This is to help the Council to consider the Tenders.

10.4 The Council may decide to interview Tenderers or hold clarification meetings to help

in our Tendering process. The Council will notify Tenderers of this in due course. 10.5 Any acceptance of a Tender by the Council shall be in writing and shall be

communicated to the Tenderer following a standstill period (from the date of the notification of proposal to award is sent to all tenderers) of not less than 10 days. Upon acceptance the Contract shall thereby be constituted and become binding on both parties notwithstanding which the Tenderer shall, upon request of the Council, forthwith execute a formal contract in the form of the Articles of Agreement.

10.6 Evaluation of Tenders

The Council will accept the Tender which it considers to be the most economically advantageous in terms of the following evaluation criteria and weightings:

Criterion Weighting

1 Methodology Tenders will be evaluated as to the proposed method for

[Insert percentage weighting]

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delivery of the Contract including:

Overall approach proposed for providing the Contract, including methods of working, project management arrangements and implementation timescales.

Proposed involvement of, and arrangements for managing working relationships with, sub-contractors or partners in providing the Contract (as appropriate); and

Proposed method for monitoring contract performance with particular reference to quality, cost, delivery and environmental indicators.

Criterion Weighting

2 Innovation & Continuous Improvement Evidence is required of innovative thinking and potential innovative practices including (where applicable):

Proposals for enhancements; and

Proposals for evolving the Contract over the Contract Period to increase efficiency and effectiveness.


Criterion Weighting

3 Value for Money Tenders will be evaluated as to financial acceptability including:

Approach to pricing for the Contract and any enhancements proposed;

Approach to service credits;

Transparency and coherence of Pricing Schedule;

Proposals for dealing with changes in pricing assumptions;

Overall value for money; and

Whole life costs.


Criterion Weighting

4 Environmental Benefits

[Insert percentage

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NSDC/NSH will evaluate Tenders based on the environmental benefits and opportunities that are offered as part of an overall holistic Print Management solution.

weighting]

Criterion

5 Business Continuity Planning NSDC/NSH will evaluate tenderers based on how they will, in the event of potential operational difficulties in the provision of the Contract, be able to react and adjust in a prompt and flexible manner to ensure that the provision of the Contract is maintained to NSDC/NSH and how they will put suitable business continuity procedures in place.


11 INFORMATION REQUIRED 11.1 Tender information Tenderers are asked to provide the following as part of their tender submission: Methodology

11.1.1 Details of how you intend to provide the requirements in accordance with the Contract, with specific reference to the following:

(a) Potential providers are required to demonstrate an ability to

deliver a flexible Managed Print Service that offers:

- total visibility of in-house print-related activities - reduced printing costs - improved employee productivity - streamlined printing processes/workflows - reduced environmental impact

As well as demonstrating how operational cost savings will be delivered and over what time period, bidders are required to provide a detailed mobilization plan of how they propose to provide NSDC/NSH with a true Total Cost of Ownership (TCO) through full audit. This should include timelines and resources (internal and provided) as well as an indication of which parameters/inputs you propose to include in your TCO model and what NSDC/NSH can expect to receive in terms of verified reports.

(b) Potential providers are required to provide an overview of how

they plan to deliver an Off-site Design & Print Management

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Service that will realize all of the benefits outlined in the specification (Section 3). This should include an ‘end-to-end’ process map of how your proposed solution would work (i.e. from commissioning design work through to final product delivery & invoicing) and include a detailed implementation plan that clearly highlights timescales, resources and responsibilities.

(c) Potential providers are required to detail how their proposed

Hybrid Mail/Fulfilment solution will be deployed and integrated with existing front-office and back-office business applications and to provide an indication of the level of support required from NSDC/NSH IT technical support staff. Bidders are required to provide a detailed implementation plan, including anticipated phasing, timescales, resources and responsibilities.

Bidders are also requested to map the complete lifecycle of a document from the point at which an electronic document file is transferred to the off-site production facility. Evidence of audit trail and tracking capabilities is to be provided showing how the progress of documents can be monitored throughout their lifecycle, together with details of how documents are quality checked. The successful Service Provider will be expected to evidence their ability to implement a secure solution, to detail their security policies and procedures and to confirm their willingness to enter into an agreement with NSDC/NSH based on the requirements contained in the data sharing protocol (refer to Specification in Section 3).

(d) Potential providers are required to demonstrate an ability to

integrate their proposed solutions with Document Scanning and Electronic Document Records Management Systems (EDRMS).

11.1.2 Confirmation of any sub-contractors or partnering arrangements you propose to use in the provision of the Contract, together with a summary of the way in which you will ensure a sound working relationship and seamless provision of the obligations under the Contract.

11.1.3 Details of the way in which you propose to manage performance monitoring of the Contract.

11.1.4 A project implementation plan (in elapsed time). 11.1.5 A project management structure and the principal point of contact for the Council to be Contract Manager;

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11.1.6 The proposed personnel identified for the provision of the Contract and whether they will be exclusively deployed to the Council and any other resources which will be used. Innovation & Continuous Improvement 11.1.7 Bidders are required to outline any additional value-adding services or enhancements they believe will add value to the Council. 11.1.8 The cost (if any) of providing each of these enhancements. You should clearly & separately show the costs in the Pricing Schedule (Section 4). 11.1.9 Bidders are required to demonstrate how they propose to deliver continuous improvement in respect of quality, cost and service over the Contract Period. Value for Money Bidders must complete the Pricing Schedule as set out in Section 4. 11.1.10 A typical ‘basket’ of print jobs that NSDC and NSH currently source from external print companies is provided in Appendix 3 and bidders are required to submit prices and indicative lead times for each print job in the Pricing Schedule (Section 4) which will be evaluated as part of the overall tender submission. Any additional or alternative pricing proposals can be added to the

end of the Pricing Schedule with a reason for their inclusion. 11.1.11 Bidders are required to submit prices and indicative lead times for each of the six categories of MFD that meet the minimum technical specifications as outlined in Section 3 by completing the relevant sections of the Pricing Schedule (Section 4) which will be evaluated as part of the overall tender submission. 11.1.12 Bidders are required to provide unit prices for a 1st & 2nd class hybrid

mail service based on NSDC/NSH’s existing annual mailing profile (by class and volume) and a limited number of specific mail scenarios (i.e. B&W or Colour, simplex/duplex print, number of page inserts, etc.). An indication of any volume constraints, service restrictions, set-up costs and billing options must also be provided.

11.1.11 All prices shall be stated in pounds sterling and exclusive of VAT.

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11.1.12 [Tenderers must also indicate all other costs that will be associated with the contract, e.g. rates, expenses, etc. No claim for additional payment will be considered for items that have not been specified].

11.1.13 [Detail basis on which prices are to be set – fixed for period, cost plus,

annual inflation review].

- Charging for each element of the Service;

- The financial impact (if any) of any proposed enhancements; and

- [Service credits in the event that the Tenderer does not meet defined Key Performance Indicators].

In giving your response to (a) and (b) above, please:

Detail any assumptions Tenderers have made; and

Detail proposals for variations to the fees in the event that any of these assumptions were to change.

Environmental Benefits 11.1.11 Bidders are required to detail all environmental benefits and opportunities that are offered as part of an overall holistic Print Management solution. Business Continuity Planning 11.1.12 Bidders are expected to provide documentary evidence of their Business Continuity Plan and Business Impact Assessment process. 12 CONFIDENTIALITY 12.1 The Form of Tender, the Conditions of Contract and the Specification and all other

documentation or information issued by the Council relating to the Tender shall be treated by the Tenderer as private and confidential for use only in connection with the Tender and any resulting contract and shall not be disclosed in whole or in part to any third party without the prior written consent of the Council.

12.2 The documents which constitute the Contract and all copies thereof are and shall remain the property of the Council (whether or not the Council shall have charged a fee for the supply of such documents) and must not be copied or reproduced in whole or in part and must be returned to the Council upon demand. 13 TENDERER’S WARRANTIES

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In submitting a Tender the Tenderer warrants and represents that: 13.1 it has not done any of the acts or matters referred to in Condition 4 above and has

complied in all respects with these Conditions of Tender; 13.2 all information, representations and other matters of fact communicated (whether

in writing or otherwise) to the Council by the Tenderer or its employees in connection with or arising out of the Form of Tender are true, complete and accurate in all respects;

13.3 it has made its own investigations and research, and has satisfied itself in respect of

all matters relating to the Tender, the Specification and the Conditions of Contract and that it has not submitted the Tender and will not have entered into the Contract in reliance upon any information, representations or assumptions (whether made orally, in writing or otherwise) which may have been made by the Council;

13.4 it has full power and authority to enter into the Contract and will if requested

produce evidence of such to the Council; 13.5 it is of sound financial standing and the Tenderer and its partners, officers and

employees are not aware of any circumstances (other than such circumstances as may be disclosed in the accounts or other financial statements of the Tenderer) which may adversely affect such financial standing in the future;

14 WORDS AND EXPRESSIONS

Words defined in the Conditions of Contract shall have the same meaning in the Form of Tender, the Conditions of Tender and the Specification.

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1. Introduction 1.1. This section sets out the specification for the provision of a Holistic Print Management Solution to Newark and Sherwood District Council (“NSDC”) and Newark and Sherwood Homes Limited (“NSH”). 1.2. The successful tenderer (“the Provider”) will be required to provide a Holistic Print Management Solution in accordance with the provisions set out in this specification. 1.3. In addition to the obligations imposed within this specification, it is the duty of the Provider to provide the Holistic Print Management Solution to a standard that is in all respects acceptable to the Council. 2. Background Information NSDC and NSH do not fully understand their existing total cost of printing and document distribution and consequently find it difficult to imagine the tangible benefits of a fully managed print service. However, both organisations recognise that it is potentially an area of spending where significant savings can be realised and appreciate that more effective management of print procedures and document archives will save both time and money. 3. Technical Infrastructure The data network used by both NSDC and NSH is supported by an in-house team and is based on a Microsoft infrastructure with some Sun- and Linux-based servers. The Council’s infrastructure minimum standards are currently:

Active Directory

Windows Server 2008 r2 SP1 and above

Windows XP desktop

Window 7

VMWare server virtualization (incl. print server)

Citrix Presentation Server V4 and Citrix Access Gateway

Citrix Universal Print Driver

SQL Server 2008 and above

Microsoft Office 2007 and above

Exchange 2007 and above

Microsoft SCCM deployment tool

Sophos anti-virus Server hardware is based at the Council’s Kelham Hall headquarters. Any systems to support and manage MFDs must be robust, resilient, Active Directory-enabled and VMWare compatible.

3 - SPECIFICATION

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The corporate IT infrastructure currently consists of HP desktops and Toshiba laptops running a diverse range of standard and bespoke applications on Microsoft XP or 7 Operating Systems over a Microsoft Server 2008 network. The Council is continuing to evaluate the feasibility of moving to a Virtual Desktop Infrastructure (VDI). Desktop operating systems and applications would run inside virtual machines residing on servers with users accessing the virtual desktops and applications from a desktop PC client or thin client using a remote display protocol. The Council anticipates deploying a number of mobile computers (PDAs) but a corporate standard device has yet to be agreed. Any software provided as part of an overall print management solution must be Active Directory enabled. Microsoft Certified drivers must be provided in both x32 bit versions and x64 bit versions. MFDs are expected to be compatible with modern IT infrastructures. Suppliers should highlight any specific technical requirements or limitations. 4. The Requirement NSDC and NSH are seeking to appoint a single partner supplier to provide a fully managed service covering all of the following core services:

(i) Managed Print Services (ii) External Print Management (incl. Graphic Design) (iii) Hybrid Mail/Mail Fulfilment Services

The above requirements will have a direct impact on other projects currently being undertaken by NSDC so the supplier must have the ability to integrate with the following projects:

a) Document Scanning b) Electronic Document Records Management System (EDRMS)

Managed Print Service:

The fundamental principle of a Managed Print Service is that the total costs of all print devices, plus their continual maintenance, management and the supply of all consumables needed to produce an organisation’s annual volume of documents, is provided under a single all-inclusive agreement. The total costs divided by the total annual volume give a ‘cost per page’ which includes everything. NSDC and NSH have an understanding of the number of on-site print devices deployed but little understanding of machine utilization or the overall total cost of maintaining and operating them (refer to Appendices 1 & 2 for information on multi-functional devices currently deployed across the Authorities)

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Neither organisation tracks total hardcopy costs nor has an understanding of their spending on document production, distribution and storage/retrieval. It is recognised that understanding total costs is not a simple case of monitoring hardware and supplies, but must also encompass a wide range of other factors including systems, applications, helpdesk support costs, logistics, legal aspects, warranties and the continuous monitoring of print volumes. Furthermore, environmental factors and more specifically sustainability are intrinsically associated with cost and waste in terms of paper, toner and energy consumption. NSDC and NSH are looking to deploy a Managed Print Service in order to achieve the following broad objectives:

- Reduce printing and imaging costs - Improve employee productivity — reduce the administrative burden - Streamline printing and imaging processes and workflows - Reduce environmental impact

Potential providers are required to demonstrate an ability to deliver a Managed Print Service that offers total visibility of in-house print-related activities and provides for the following:

a) An up-front assessment of how to optimise/balance deployment of all desktop/workgroup printers and multi-functional devices (MFDs) in order to deliver significant cost reductions and improve employee productivity.

b) Ongoing cost management and accountability through a formal reporting process to show business objectives are being met (cost, environmental sustainability, security and risk compliance)

c) Establishment & enforcement of an NSDC/NSH print policy d) Pro-active remote monitoring of devices that will remove the need for NSDC/NSH

staff to intervene with devices, order and manage consumables, or give meter readings

e) Continuous monitoring in order to validate that the MPS contract structure matches the needs of NSDC/NSH and to quickly identify significant changes in print activity

f) An ability to upgrade/downgrade and remove devices in a timely manner in recognition of the fact that NSDC/NSH’s total document volume will progressively decline as print output moves to an off-site hybrid mail solution

g) Device re-sites/moves h) Controlled access to print devices, potentially tied in to existing user network or site

access systems i) Controlling the release of print jobs through pull printing/FollowMe printing

software, licensed with full warranty for the period of the contract j) Tracking and potentially re-charging document costs k) An ability to work with IT software applications currently deployed by NSDC and NSH l) Ability to offer a wide ranging product portfolio and to manage all brands of

machine under one contract and one billing system m) Management reports at the touch of a button, from a top-level summary to a

granular report (e.g. reports on volumes, costs & savings (in total and by Business

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Unit), service level achievements and colour use through to downtime incidents, paper jams, consumables usage per machine and per location)

n) A best-fit payment plan with sufficient flexibility to make amendments to reflect significant organisational changes

o) ‘Utility’ pricing model for transparency to ensure that payment plans reflect actual use

p) A structured SLA in keeping with agreed targets, but allowing for some flexibility, e.g. taking into account the evolution of NSDC/NSH

q) Dedicated account management r) Project management and implementation planning – including educating all

potential users of the benefits of an MPS solution and helping them adapt to the new technology and work processes with a change management programme

s) Accredited technical support and training resources t) A commitment to innovation through collaboration by understanding the business

of NSDC/NSH and providing innovative ways for staff to work more effectively. This will require looking beyond simply managing print to provide additional gains that have a positive effect on the bottom line

u) Management of the disposal of end-of-life/end-of-contract machines in a responsible manner

v) Consolidating suppliers w) Introducing improved functionality x) Reducing space, energy consumption and waste

In order to gain a complete understanding of what print services are required by NSDC and NSH to significantly reduce overall cost and provide the most appropriate longer-term support for business-critical processes, a complete analysis will need to be carried out of existing machines, contracts, volumes (print versus copy), colour mix and other print-related cost elements. The potential service provider will be expected to initially conduct due diligence to understand the total cost of ownership (TCO) based on the existing situation before any solutions can be planned for optimisation and implementation. Due diligence will result in a view of what is and what isn't included and will provide a benchmark that can be used to measure success in terms of overall achievement in reducing costs. Potential providers are equally required to demonstrate how they propose to deliver operational cost savings and over what time period Furthermore, potential providers are required to provide a detailed mobilization plan of how they propose to provide NSDC and NSH with a true Total Cost of Ownership (TCO) through full audit. This must include timelines, resource (internal and provided) and an indication of what NSDC and NSH can expect to receive in terms of verified reports. MFD Minimum Technical Requirements NSDC and NSH have jointly defined their MFD requirements into six categories of machine for cost comparison purposes.

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All MFDs are required to have the basic facilities of duplex printing, efficient cost of consumables, PIN identification, remote monitoring and alerting, scanning, integration with print management system, etc. Furthermore, the configuration and software set-up of all MFDs must allow for users to print to any device in a consistent corporate manner by fixing defined output trays to A4, A3, letterhead, etc. The minimum mandatory specification for each machine category is as follows:-

MFD CATEGORY

MINIMUM MACHINE SPECIFICATION

CATEGORY 1(a)

Size Output Features Copy/Print Speed Copy/print capacity Printing resolution Paper size/weight Standard features

Desk top Mono Copy, Print and Scan Up to 20 pages per minute Up to 10,000 pages per month Minimum 300 dpi A4, 75gsm Automatic document feed Auto duplex Electronic sorting and collation of sets Label and acetate copy/print facility PIN access

CATEGORY 1(b)

Size Output Features Copy/Print Speed Copy/print capacity Printing resolution Paper size/weight Standard features

Desk top Colour Copy, Print and Scan Up to 20 pages per minute Up to 10,000 pages per month Minimum 300 dpi A4, 75gsm Automatic document feed Auto duplex Electronic sorting and collation of sets Label and acetate copy/print facility PIN access

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MFD CATEGORY


CATEGORY 2(a)

Size Output Features Copy/Print Speed Copy/print capacity Printing resolution Paper size/weight Standard features Optional features

Office Mono Copy, Print and Scan 30-40 pages per minute Up to 100,000 pages per month Minimum 300 dpi A4 to A3, 60gsm Automatic document feed Reverse automatic document feed Auto duplex Electronic sorting and collation of sets 3 paper trays Incremental reduction and enlargement facility Job interrupt mode By pass tray Label and acetate copy/print facility PIN Access Large capacity paper tray Stapling facility

CATEGORY 2(b)

Size Output Features Copy/Print Speed Copy/print capacity Printing resolution Paper size/weight Standard features Optional features

Office Colour Copy, Print and Scan Mono 30-40 pages per minute Colour 20-30 pages per minute Up to 100,000 pages per month Minimum 300 dpi A4 to A3, 60gsm Automatic document feed Reverse automatic document feed Auto duplex Electronic sorting and collation of sets 3 paper trays Incremental reduction and enlargement facility Job interrupt mode By pass tray Label and acetate copy/print facility PIN Access Large capacity paper tray Stapling facility

MFD CATEGORY


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CATEGORY 3(a)

Size Output Features Copy/Print Speed Copy/print capacity Printing resolution Paper size/ weight Standard features Optional features

Office Mono Copy, Print and Scan 55 – 60 pages per minute Up to 150,000 pages per month Minimum 300 dpi A4 to A3, 60gsm Automatic document feed Reverse automatic document feed Auto duplex from single or double sided originals Electronic sorting and collation of sets 3 paper trays Incremental reduction and enlargement facility Job interrupt mode By pass tray Label and acetate copy/print facility PIN Access Large capacity paper tray Stapling facility

CATEGORY 3(b)

Size Output Features Copy/Print Speed Copy/print capacity Printing resolution Paper size/ weight Other features Optional features

Office Colour Copy, Print and Scan 55 – 60 pages per minute Up to 150,000 pages per month Minimum 300 dpi A4 to A3, 60gsm Automatic document feed Reverse automatic document feed Auto duplex from single or double sided originals Electronic sorting and collation of sets 3 paper trays Incremental reduction and enlargement facility Job interrupt mode By pass tray Label and acetate copy/print facility PIN Access Large capacity paper tray Stapling facility

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Bidders must provide details of the make and model of MFD that they would propose for each of the above categories and include full specification sheets detailing the features/functionality of the machines, the weight and dimensions. All MFDs must conform to the minimum specification and be compatible with any proposed printing/document management software. Bidders are required to submit detailed prices and indicative lead times for each of the six Categories of MFD in the Pricing Schedule (Section 4) which will be evaluated as part of their tender submission. External Print Management (incl. Graphic Design): NSDC and NSH continue to source more specialised printed material from a limited number of external print companies. Items include letterheads, compliments slips, business cards, newsletters, magazines, brochures, posters, flyers, leaflets, banners, etc. Annual Council Tax bills (up to 60,000 2-colours single A4 printed on both sides + insert) are also produced externally, and since November 2011 responsibility for the printing of Cabinet & Committee Reports has transferred from the Council’s in-house Print Room to a local external print company on a trial basis. It should be noted, however, that the printing/distribution of poll cards, ballot papers, electoral registration documentation and Housing Benefit cheques/remittances is currently outside the scope of this contract opportunity, but may be included at a later date. In addition to providing a Managed Print Service that meets the in-house print requirements of both NSDC and NSH, the appointed service provider will be required to manage the supply of all externally printed materials where off-site production is considered by the service provider to be the most viable and cost-effective option The successful service provider will also be expected to provide expert advice on Printing & Design to NSDC and NSH staff to ensure that the most cost-effective processes are used to produce all print jobs at all times. NSDC currently has an in-house design capability comprising of a graphic designer deploying various desktop tools, including Adobe Acrobat Professional, Adobe Creative Suite, Adobe Dreamweaver, Adobe Illustrator, Adobe Photoshop, Adobe Captivate, Corel KnockOut2, Bryce(R)5 and Quark Xpress. It should be noted at this stage that the Transfer of Undertakings and Protection of Employment Regulations 2006 (TUPE) will apply in respect of NSDC’s current holder of the graphic design post which equates to one (1) FTE. The provider will take over any in-house print design services in the event of the eventual reduction or removal of some or all of the existing internal print design resources as the Holistic Print Management Solution develops.

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The successful service provider should be capable of designing and producing a wide range of B&W and colour printed material including, but not limited to, the following types:

Committee Reports

Council Tax bills

Housing Benefit statements

Brochures

Booklets

Business cards

Posters

Postcards

Flyers

Surveys

Letterheads

Banners A “print on demand” service is required that offers quick turnaround times, keeps documents up to date, reduces wastage, minimises storage and improves the environmental credentials of NSDC and NSH.

For print work that is unsuitable for digital printing a comprehensive print management service is to be offered whereby the successful service provider will source litho-printed material and other more specialised items such as banners from a network of pre-approved print partners. An online tool in the form of a Web Portal* is required for the ordering and control of a ‘catalogue' of externally printed items, both static and variable. Access is to be controlled via a defined user list with different administration rights granted in accordance with NSDC/NSH’s requirements. Once the web portal is accessed the user should be able to order generic items from stock or choose to personalise items from set templates (e.g. business card or compliments slip). Users would simply choose a relevant template, personalise their details and specify a print quantity, at which point before the order is confirmed the system will supply a PDF proof to be approved for content. Once the user has approved the proof the order is placed directly with the external print provider via the web portal. ( *Note: NSDC has an existing web portal which uses Freeflow Web Services; any replacement web portal must

be installed and configured at the expense of the successful service provider without significant loss of service during the change of providers).

A typical ‘basket’ of print jobs that NSDC and NSH currently source from external print companies is provided in Appendix 3 and bidders are required to submit detailed prices and indicative lead times for each print job in the Pricing Schedule (Section 4) which will be evaluated as part of their tender submission. NSH’s annual spend on externally sourced printed matter is in the region of £52k. NSDC’s annual spend is estimated at £150-200k.

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By engaging a single service provider to manage their entire external printing and design needs, NSDC & NSH expect to realize the following benefits:

a) A reduction in the cost of all printed matter that hitherto has been contracted to and produced by external print companies

b) Faster print job turnaround and improved stock control c) The provision of expert advice & guidance on printing and design, specifically the

identification of print products, specification changes, processes or other initiatives that will add value in terms of service response times, cost reductions and quality improvements

d) The provision of a flexible and responsive print service e) A streamlined, user-friendly ordering and proofing facility f) Complete visibility of all off-site print expenditure through online access to ad hoc

and periodic MI reports g) Consolidated monthly invoicing supported by a detailed breakdown of all print jobs

by Business Unit h) Improved compliance with the corporate style guide

Potential service providers are therefore required to provide an overview of how they plan to deliver an ‘off-site’ print service that will realize all of the benefits outlined above. This should include an ‘end-to-end’ process map of how your proposed solution would work, i.e. from commissioning design work through to final product delivery & invoicing. Bidders are also required to demonstrate how they propose to deliver continuous improvement in respect of quality, cost and service delivery and to outline any additional value-adding services they could provide as part of the overall service provision (e.g. stocking, distribution, e-solutions/online tools, archiving, awareness training, etc). Tender submissions should include a detailed implementation plan that clearly highlights timescales, resources and responsibilities. Bidders are also required to detail how they propose to service the ‘off-site’ print requirements of the contract by providing information about their proposed account management structure in the form of an organisation chart. It is important to detail all environmental benefits and opportunities that are offered as part of the managed service by identifying specific environmental accreditations of products used in the print production process (paper, inks, varnishes, chemicals, etc) and detailing waste minimisation and disposal policies. Ask Sally Dunbar for further input regarding design capabilities/requirements! Hybrid Mail/Mail Fulfilment Services: Key objectives:

Reduce cost to mail

Reduce time to mail

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Free up valuable personnel from mailing activity

Minimize transportation costs incurred by the mail delivery process by utilizing local mailing, saving on fuel costs, handling costs and carbon emissions

Re-assign mailroom accommodation

Eliminate equipment costs

Improve efficiency of process

Improve security of mailing

Improve cost controls (incl. itemized billing with a breakdown to user or Business Unit level)

Improve control over corporate image and branding Daily outgoing mail from Kelham Hall is currently prepared internally and since June 2011 has been distributed using Royal Mail’s CleanMail Advance service (now Business Mail). Designated members of NSDC & NSH staff prepare and sort outbound mail items for their respective Business Units/Departments and log details on to a ‘mail portal’ prior to being transferred to the central Mail Room where all mail is made ready for collection by Royal Mail. Appendix 4 contains MI data downloaded from the Council’s Royal Mail Online Business Account (OBA) covering the period July 2011 to May 2012 which provides a profile of all mail items (approx. 372,000) processed by NSDC & NSH during the 11-month period at a total cost of £102,000. NSDC & NSH staff require the ability to create individual letters/documents or batch mailings of any size in their usual front-office or back-office business applications (refer to Appendix 5 for a schedule of applications currently deployed by the Authorities) and to send the resulting electronic document files to an external service provider through a secure internet connection to be printed, inserted into envelopes and handed-off to the postal service the same day for delivery by 1st class, 2nd class, Registered Mail or Special Delivery service. The successful service provider will be required to handle mailings ranging from a few hundred mail pieces to thousands of mail pieces, and from simple ad hoc and regular daily mailings to more complex annual database driven campaigns whilst guaranteeing at all times the integrity of confidential data and the composition of disparate document sets. The ability to insert additional printed matter into mail items of different types and volumes is also a requirement. The ability to combine documents destined for the same recipient would clearly be advantageous. The service provider would also be expected to sort the mail in order to maximise UK postage discounts (preferably by sorting the data before the mail is produced) as well as demonstrating experience of adhering to the requirements of the various UK postal operators. The availability of handworkers is a further requirement in order to produce mail that is not machinable, or is too low volume to justify setting up a machine.

Any proposed mail fulfilment/hybrid mail solution should allow for real-time online tracking and reporting so that users can check the status of each mail piece at any stage in the

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process. The ability for users to preview documents before processing is a fundamental requirement, as is the provision of an online archiving facility that provides access to all documents for up to 6 years. Security of the proposed solution is of upmost importance. All documents must be handled in a secure, confidential and traceable manner and the successful Service Provider will be expected to evidence their ability to implement a secure solution and to detail their security policies and procedures by providing the following information as a minimum:

Security procedure for deploying the solution within both live and test environments

Details of how data is transferred securely between NSDC/NSH applications and the mailing production site

Security of data storage

Security of data deletion

Shredding security

Production site security The Memorandum of Understanding embedded below sets out the requirements of NSDC/NSH in respect of NSDC/NSH information for which the successful Service Provider will be acting as Data Processor or information that NSDC/NSH view as commercially or corporately confidential. Bidders are required to confirm their willingness to enter into an agreement with NSDC/NSH based on the requirements contained in this data sharing protocol.

Data Protocol.doc

Note: double-click on the above icon to open the file! NSDC & NSH recognise that a hybrid mail solution may require significant IT support, so bidders are required to detail how their proposed solution will be deployed and integrated with existing front-office and back-office business applications and to provide an indication of the level of support required from NSDC/NSH IT technical support staff. Bidders are required to provide a detailed implementation plan of how their proposed solution will be deployed successfully across both organisations, including anticipated phasing, timescales, resources and responsibilities. As well as responding to each of the requirements specified above, bidders are also requested to map the complete lifecycle of a document from the point at which an electronic document file is transferred to the production site. Evidence of audit trail and tracking capabilities is to be provided showing how the progress of documents can be monitored throughout their lifecycle, together with details of how documents are quality checked.

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Bidders must provide details of their site capacity management strategy to ensure that in the event of increases in volumes to be processed at that site there is no risk of delays that will affect the production and sending of mail. Post-implementation support for the proposed solution must be detailed in the tender submission to show how the following aspects would be managed:

Help Desk integration

Issue resolution timescales

Account management Proposals are invited for a “Pay-as-you-Use” model whereby pricing is based on the monthly volume of mail sent with no set-up or ongoing subscription fees. However, alternative pricing models will be considered.

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External Print Management A typical ‘basket’ of print jobs that NSDC and NSH currently source from external print companies is provided in Appendix 3 and bidders are required to submit detailed prices and indicative lead times for each print job in the table below. Any additional or alternative pricing proposals can be added to the end of the Pricing Schedule with a reason for their inclusion.

BASKET OF KEY PRINT JOBS FOR NEWARK AND SHERWOOD HOMES

Document Type Paper Stock

Order Quantity

Price Lead Time

1. Calendar 2011 & Tenant’s Annual Report 2009/2010 (print + dispatch)

300gsm gloss (cover) 150gsm gloss (inside)

5,750 £

2. Leaflet: Complaints Matter Making a Complaint

130gsm silk 500 £

3. Home from Homes Magazine (print + dispatch)

130gsm silk 6,000 £

4. Letterhead 90gsm 100% bright

white recycled 40,000 p.a. £

5. Tenants Handbook (version 2) Refer to Spec. 1,000 £

6. Rent Statement

Standard Letterhead (follow-on sheets 75gsm or 80gsm

paper)

5,400 (4 x p.a.)

£

BASKET OF KEY PRINT JOBS FOR NEWARK & SHERWOOD DISTRICT COUNCIL

Document Type Paper Stock

Order Quantity

Price Lead Time

A.

Letterhead 100gsm 50,000 £

Business Card 350gsm 250 500

£

B. Voice Magazine 120gsm 52,000 £

C. Palace Theatre Spring Guide: -

Brochure: Envelopes:

150/100gsm

20,000 10,500

£ £

D.

Sample Committee Meetings Agenda Packs:-

26.01.12 – Cabinet Open Agenda:

SO+S Open Agenda: 06.02.12 – Agenda & Reports:

80gsm?

70/year 70/year 70/year

£ £ £

4 - PRICING SCHEDULE

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E. Bank Holiday Bin Labels Refer to Spec. 29,000 £

F. Parking Permits 340gsm 550 in total £

G. At Your Leisure booklet 115gsm 5,000 £

H. Holiday Timetables 115gsm 13,000 in

total £

I. Newark Shop Watch Scheme Pads NCR

(Refer to Spec.) 100 £

J. Miss You Flyers 250gsm 2 x 5,000 £

K. Activo Posters 180gsm 28 in total £

L. Children’s Parties Leaflets 120gsm 70,000 in

total £

M. Note Pads 80gsm 200 £

N.

Housing Options & Homelessness

Leaflets:

Posters:

150gsm

150gsm

2 x 500

2 x 25 (A4) 2 x 25 (A3)

£ £ £

O. Newark & Sherwood Allocations and Development Management Options Report

250gsm (cover) 150gsm (pages)

300 £

P. Join Together Leaflet 115gsm 10,000 £

Q. Xperience Options Leaflet 130gsm 70,000 £

R. Sports Awards Postcard 300gsm 10,000 £

S. Envelopes: £

C4 1st Class £

C4 2nd Class £

C5+ Advanced Mail 1st Class £

C5+ Advanced Mail 2nd Class £

DL Env CT/Finance £

DL+ Advanced Mail 1st Class £

DL+ Advanced Mail 2nd Class £

DNR DL+ Advanced Mail 2nd Class £

N&SDC C5+ PPI Window £

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Hybrid Mail As can be seen from the data provided in Appendix 4, more than 92% (by volume) of NSDC/NSH’s mail falls into the “Business Mail Advanced 2nd Class” category, with around 2.5% of items falling into the “Business Mail Advanced 1st Class” category. Bidders are required to confirm unit prices in the table below for a 1st & 2nd class hybrid mail service that is fully inclusive of paper (assume 100gsm letterhead quality), envelopes, printing, insertion into envelopes and postage and which is based on a “Pay-as-you-Use” model whereby pricing is based on the daily/monthly volume of mail sent with no set-up or ongoing subscription fees. However, alternative pricing models will be considered and bidders are invited to submit proposals which they believe may offer a more cost-effective solution. Bidders are also required to confirm the following:

Any minimum volume constraints or service restrictions that apply to their hybrid mail solution (please detail as appropriate)

Any system set-up costs or ongoing operational costs that are additional to the unit costs declared in the table below

Available billing options

The cost of providing any additional value-adding services or enhancements (please specify)

sample

Total C5/DL

1 page 39100 48% 100800 2-3 pages 32272 39% 81900 6-9 pages 10834 13% 27300 Total 82206 210000

MAIL ITEM

Unit Price for service equivalent to Royal Mail

2nd Class (0-100g)

(excl. VAT)

Unit Price for service equivalent to Royal Mail

1st Class (0-100g)

(excl. VAT)

Single sheet of A4, printed Black & White on one side only (simplex), in a C5 envelope including postage

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Each additional A4 Black & White sheet printed on one side (simplex)

Single sheet of A4, printed Black & White on both sides (duplex), in a C5 envelope including postage

Each additional A4 Black & White sheet printed on both sides (duplex)

Single sheet of A4, printed Colour on one side only (simplex), in a C5 envelope including postage

Each additional A4 Colour sheet printed on one side (simplex)

Single sheet of A4, printed Colour on both sides (duplex), in a C5 envelope including postage

Each additional A4 Colour sheet printed on both sides (duplex)

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Managed Print Services Please refer to Section 3 for the minimum technical specification of each MFD category and stipulate the make/model of machine you wish to propose in the appropriate table below. Before completing all the spaces provided in the tables below, Tenderers should note the following: (a) MFD Pricing must include:-

All hardware/leasing costs

Costs of maintenance and support

Costs of all consumables, i.e. toner (mono and colour), staples etc (excluding paper)

Installation costs

Training costs

Costs for the provision and maintenance of all software and associated licences detailed in the specification, e.g. printing/document management software.

All internal re-site charges (b) Costs relating to items within the specification which are not priced will be deemed to have been included elsewhere in the tender and NSDC & NSH shall not pay any additional cost for items not identified at tender stage. (c) Prices must be exclusive of Value Added Tax. (d) Quoted prices must be valid for acceptance for 120 days from the final date for submission of Tenders (e) Submitted lease costs will remain fixed and firm for the term of the lease. (f) The submitted copy costs will be fixed for three years and will be reviewed annually at the third anniversary of installation and thereafter. Any subsequent increases will be subject to approval by the Council’s Business Manager – Procurement and limited to the lower of the Retail Prices Index or 2%. NOTE to JSK: In each of the six tables below remember to enter a date which is approximately 7 days (or 5 working days) prior to the tender submission date!

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MFD CATEGORY 1(a) MONO PROPOSED MFD MAKE/MODEL (inclusive of all optional extras to meet the Council’s Specification)

Outright Purchase Cost

Hardware £

Print Management Software Licenses £

Provider’s Lease Cost for MFD (based on payments being made annually in advance and including the cost of collection upon expiry of the lease)

Machine Make/Model and Description

Lease Period

Annual Lease Cost

Cost of Funds on dd/mm/2012

Rental per £000 of Capital Cost

Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £

Provider’s Lease Cost for other hardware/software (based on payments being made annually in advance and including the cost of collection upon expiry of the lease)

Description of hardware/software

Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £

Maintenance Costs (based on Outright Purchase Option)

Mono Copy Cost pence

Annual Software Support & Maintenance Cost £

Maintenance Costs (based on Provider’s Lease Offer)



Additional Costs

Please identify below any additional costs associated with your offer (note: any costs not identified here shall be deemed to have been included elsewhere in your tender submission)

Lead Time (Please confirm your delivery/installation lead time for all hardware & software once the contract has been awarded)

Days

Discounts (Please confirm any early/prompt payment settlement discount that you would be willing to apply)

%

Please ensure that any assumptions you have made in your calculations are clearly identified here:

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MFD CATEGORY 1(b) COLOUR PROPOSED MFD MAKE/MODEL (inclusive of all optional extras to meet the Council’s Specification)


Hardware £




Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £



Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £



Colour Copy Cost pence






Additional Costs



Days


%


38



Hardware £




Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £



Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £







Additional Costs



Days


%


39



Hardware £




Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £



Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £









Additional Costs



Days


%


40



Hardware £




Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £



Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £







Additional Costs



Days


%


41



Hardware £




Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £



Lease Period

Annual Lease Cost



Residual Value

3 Years £ % £ £

4 Years £ % £ £

5 Years £ % £ £









Additional Costs



Days


%


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The Council’s standard payment terms are 30 days from receipt of invoice. Payment is by BACS It is the policy of the Council to make payments to all suppliers directly into their bank account using the Bankers Automated Clearing Systems (BACS). Please complete your bank and relevant company details below. If your sales are factored to an Agency, please enclose a copy of the authorisation to make payment directly to them. The bank details will then be those of the factor and not yours. Bank Name______________________ Account Name____________________ Bank Address____________________ Sort Code / / _______________________________ Account No. _______________________________ Postcode________________________

No invoices will be accepted from any Supplier without an official written order from us and the order number in full being quoted on all invoices.

IMPORTANT All invoices for Newark & Sherwood District Council should be addressed to:

Financial Services Newark & Sherwood District Council Kelham Hall Newark Nottinghamshire NG23 5QX

All invoices for Newark and Sherwood Homes should be addressed to:

Financial Services

5 – PAYMENT DETAILS

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Newark and Sherwood Homes Kelham Hall Newark Nottinghamshire NG23 5QX

Failure to do so may lead to a delay in payment.

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I/We declare that: 1. This is a bona fide tender, intended to be competitive, and that I/we have not fixed

or adjusted the amount of the tender by or in accordance with any agreement or arrangement with any other person.

2. I/We have not done and I/we undertake that I/we will not do at any time before the

hour and date specified for the return of this tender any of the following acts:

a communicating to a person other than the person calling for those tenders the amount or approximate amount of the proposed tender except where disclosure, in confidence, of the approximate amount of the tender was necessary to obtain premium quotations required for the preparation of the tender.

b entering into any agreement or arrangement with any other persons that

they shall refrain from tendering or as to the amount of any tender to be submitted.

c offering or paying or giving or agreeing to pay or give any sum of money or

valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other tender or proposed tender for the said work any act or thing of the sort described above. We acknowledge that if we, or anyone who acts on our behalf, behaves improperly or commits an offence under the Bribery Act 2010, the Council may cancel the contract and recover all costs and losses.

In this certificate, the word ‘person’ includes any persons or any body or associated, corporate or unincorporated, and ‘any agreement or arrangement’ includes any such transaction, formal or informal, and whether legally binding or not. Dated this ……………………………day of ……………………………..2011 Signature ………………………………………………………………………….. For and on behalf of ……………………………………………………………… (Name of firm or Company) Status of signatory………………………………………………………………… (eg Partner or Director)

Note: Refusal to give this declaration and undertaking means that your tender will not be considered.

6 – COLLUSIVE TENDERING CERTIFICATE

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To: Newark & Sherwood District Council and Newark and Sherwood Homes Having examined carefully and understood the Conditions of Tender, Conditions of Contract, the Specification and all other documentation issued by the Council in connection with the provision of a Holistic Print Management Solution We …………………………………………………………………………………………… of …………………………………………………………………………………………… …………………………………………………………………………………………… hereby offer to supply the Service subject to the terms and conditions set out in such Conditions of Tender, Conditions of Contract, Specification and other documents (if any) at the prices and rates contained in the Pricing Schedule. We understand you are not bound to accept the lowest or any tender you may receive and you will not pay any expenses incurred by us in connection with the preparation and submission of this tender. Unless and until a formal Contract is prepared and executed this Tender together with your written acceptance thereof (if any) shall constitute a binding Contract between us. Signature ……………………………………………………… Duly authorised agent of the Tenderer Position held ……………………………………………………… Name and Address of Tenderer

…………………………………………………… …………………………………………………… …………………………………………………… Dated ……………………………………………………

It must clearly be shown whether the Tenderer is a Limited Company, Statutory Corporation, Partnership, or Single Individual, trading in their own or another name, and also if the person signing is not the actual Tenderer, the capacity in which they sign or are employed.

7 – FORM OF TENDER

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This CONTRACT is made the day of 2012 Between Newark & Sherwood District Council/Newark and Sherwood Homes (NSH) of the one part and (‘the Supplier’) of the other part WHEREAS 1 The Council/NSH wishes to have provided the Service set out in the Contract and has

appointed the Supplier for the supplying of this Service; and 2 The Supplier is willing to provide such Services/s in accordance with the provisions of

the Contract. NOW IT IS AGREED between the Council and the Supplier as follows: 1 The Contract constitutes the sole agreement between the Council and the Supplier

for the provision of Services; 2 The Supplier shall provide the Service/s in accordance with the provisions of the

Contract and to the satisfaction of the Council for the Contract Period. IN WITNESS WHEREOF the parties hereto SIGNED for and on behalf of the Council _____________________________________ In the presence of: _____________________________________ Signature, name, address _____________________________________ SIGNED for and on behalf _____________________________________ of the Supplier In the presence of: _____________________________________ Signature, name, address _____________________________________

8 – ARTICLES OF AGREEMENT

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Name of person to whom any queries relating to this tender should be addressed Telephone Fax Email Organisation Name Address

9 – CONTACT INFORMATION

48

Newark & Sherwood District Council (NSDC) & Newark and Sherwood Homes (NSH) Standard Terms and Conditions of Contract for the purchase of Services Contents Clause Heading

Standard Terms and Conditions of Contract

Part A - operative provisions ............................................................................... 50

A1. Definitions .................................................................................................................. 50

A2 Headings ..................................................................................................................... 55

A3 Notices........................................................................................................................ 55

A4 Entire agreement ....................................................................................................... 56

Part B - Provision of Services ............................................................................... 56

B1 Contract Period .......................................................................................................... 56

B2 Performance ............................................................................................................... 56

B3 Contract Manager ...................................................................................................... 57

B4 Ordering process ........................................................................................................ 57

B5 Risk in and title to goods ............................................................................................ 57

B6 Warranty .................................................................................................................... 57

B7 Contractor’s Employees ............................................................................................. 59

Part C - Price and payment .................................................................................. 60

C1 Price and payment ..................................................................................................... 60

Part D - Termination and consequences of termination ....................................... 60

D1 Termination ................................................................................................................ 60

D2 Consequences of termination .................................................................................... 61

D3 Dispute resolution procedure .................................................................................... 62

D4 Survival ....................................................................................................................... 62

Part E - Insurance and Liabilities ......................................................................... 63

E1 Insurance .................................................................................................................... 63

E2 Indemnity and liability ............................................................................................... 63

Part F - protection of information ....................................................................... 64

F1 Intellectual property .................................................................................................. 64

F2. Data Protection Act .................................................................................................... 65

F3 Freedom of Information ............................................................................................ 65

F4 Confidentiality ............................................................................................................ 66

F5 Record keeping and monitoring ................................................................................ 67

Part G - Statutory obligations ................................................................................... 68

G1 Health and safety ....................................................................................................... 68

APPENDIX ‘A’ STANDARD TERMS & CONDITIONS OF CONTRACT

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G2 Corporate requirements ............................................................................................ 68

G3 Law and Change in Law .............................................................................................. 69

G4 TUPE ........................................................................................................................... 66

Part H - General provisions ....................................................................................... 70

H1 Contract variation ...................................................................................................... 70

H2 Third party rights ........................................................................................................ 70

H3 No waiver ................................................................................................................... 70

H4 Severance ................................................................................................................... 71

H5 Assignment, sub-contracting and responsibility ....................................................... 71

H6 Force Majeure ............................................................................................................ 71

H7 Inducements, Bribery and Corruption ....................................................................... 72

H8 Costs and expenses .................................................................................................... 73

H9 No agency or partnership .......................................................................................... 73

H10 Non solicitation and offers of employment .............................................................. 73

H11 Inspection of Contractor’s premises .......................................................................... 73

H12 Law and jurisdiction ................................................................................................... 73

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Part A - operative provisions A1 Definitions The terms and expressions used in these Standard Terms and Conditions shall have the meanings set out below: ‘Authorised Officer’ the person duly appointed by the Council and

notified in writing to the Contractor to act as the representative of the Council for the purpose of the Contract in the Contract Particulars or as amended from time-to-time and in default of such notification the Council’s head of procurement or similar responsible officer.

‘Assigned Employees’ in respect of clause G4, an individual employed by the Contractor wholly or mainly in the performance of the Services

‘Business Day’ any day other than a Saturday or Sunday or a public or bank holiday in England.

‘Change in Law’ the coming into effect or repeal (without re-enactment or consolidation) in England of any law, or any amendment or variation to any law, or any judgement of a relevant court of law which changes binding precedent in England in each case after the date of this Contract.

‘Commencement Date’ the commencement date stated in the Contract Particulars.

‘Commercially Sensitive Information’ the information used in the Contract Particulars comprising the information of a commercially sensitive nature relating to the Contractor, its Intellectual Property Rights or its business or which the Contractor has indicated to the Council that, if disclosed by the Council, would cause the Contractor significant commercial disadvantage or material financial loss.

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’Confidential Information’ 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). This includes information which relates to the Services, the business, affairs, properties, assets, trading practices, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either party, all personal data and sensitive personal data (within the meaning of the DPA).

‘Contract’ the agreement in respect of the provision of the Services consisting of the following listed documents which shall be read as one document. In the event of ambiguity, conflict or contradictions between these documents the conflict will be resolved according to the following order of priority. 1. The Contract Particulars.

2. The Special Terms and Conditions. 3. The Standard Terms and Conditions. 4. The Tender except to the extent that any

element of the Tender has been included in the Contract Particulars.

’Contractor’ the contractor and where applicable this shall

include the Contractor's employees, sub-contractors, agents, representatives, and permitted assigns and, if the Contractor is a consortium or consortium leader, the consortium members.

’Contract Manager’ the person named in the Contract Particulars as the Contract Manager and any replacement from time-to-time in accordance with clause B3.2.

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‘Contract Particulars’ the document detailing the specific core terms agreed between the parties with regard to the Services which shall include but not be limited to the Pricing Schedule, delivery instructions, Commencement Date, authorised officer, Contract Manager, Key Personnel, Commercially Sensitive Information, Contract Period, and the Specification and relevant Contract specific details of the Tender included in the document.

‘Contract Period’ the period of the Contract as stated in the Contract Particulars (and any extension in accordance with clause B1).

‘Control’ control as defined by section 416 of the Income and Corporation Taxes Act 1988.

‘Council’ the Council named in the Contract Particulars and where the context so admits includes any person which takes over or assumes the statutory functions or administrative responsibilities of the Council (whether in part or totally) or which is controlled by or is under common control with the Council (and the expression ‘control’ shall mean the power to direct or cause the direction of the general management and policies of the person in question but only for so long as such control exists).

’DPA’ The Data Protection Act 1998.

‘Delivery Instructions’ the instructions provided in the Contract Particulars and any other information that the Council considers appropriate to the provision of the Services.

‘Employee’ .

any person employed by the Contractor to perform the Contract which will also include the Contractor's servants, agents, voluntary and unpaid workers and subcontractors and representatives or, in respect of clause G4 (TUPE and re-tendering) and any other TUPE obligation, an individual employed by the Contractor in the performance of the Services.

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‘EIR’ The Environmental Information Regulations 2004.

‘FOIA’ The Freedom of Information Act 2000.

‘Force Majeure’ any cause materially affecting the performance by a party of its obligations under this Contract arising from any act beyond its reasonable control and affecting either party. This includes without limitation: acts of God, war, industrial action (subject to clause H6.3), protests, fire, flood, storm, tempest, epidemic, explosion, acts of terrorism and national emergencies.

‘Good Industry Practice’ the exercise of such degree of skill, diligence, care and foresight which would reasonably and ordinarily be expected from a skilled and experienced Contractor engaged in the supply of Services similar to the Services under the same or similar circumstances as those applicable to the Contract.

‘HRA’ The Human Rights Act 1998.

‘Information’ has the meaning given under section 84 of the Freedom of Information Act 2000.

‘Intellectual Property Rights’ patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off.

‘Invitation to Tender’ the Council’s Invitation to Tender for the Contract.

‘Key Personnel’ those persons named in the Contract Particulars as being key personnel and any replacement from time-to-time under clause B6.1.5.

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‘Law’ any applicable Act of Parliament, sub-ordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, exercise of the Royal Prerogative, enforceable community right within the meaning of section 2 of the European Communities Act 1972, bye-law, regulatory policy, guidance or industry code, judgement of a relevant court of law, or directives or requirements of any regulatory body of which the Contractor is bound to comply.

‘Liabilities’ all costs, actions, demands, expenses, losses, damages, claims, proceedings, awards, fines, orders and other liabilities (including reasonable legal and other professional fees and expenses) whenever arising or brought.

‘Order’ an order for Services to be provided where the Contract is identified in the Contract Particulars to be delivered by call off.

‘Price’ the price of the Services as set out in the Contract Particulars. Unless otherwise stated, any reference to price shall be regarded as being exclusive of properly chargeable VAT which shall be separately accounted for.

’Pricing Schedule’ the schedule from the Tender detailing the pricing as detailed in the Contract Particulars.

’Replacement Contractor’ any company, organisation or person who replaces the Contractor following termination or expiry of all or part of this Contract

‘Request for Information’ a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the EIR.

‘Services’ the services described in the Specification to be supplied by the Contractor in accordance with the Contract, together with all equipment required and any associated goods provided by the Contractor in relation to those services.

’Special Terms and Conditions’ the additional terms and conditions attached which were set out in the Invitation to Tender.

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‘Specification’ the specification included in the Contract Particulars setting out the Council's detailed requirements in relation to the Services.

‘Standard Terms and Conditions” the terms and conditions set out in this document.

‘Tender’ the Contractor’s tender for the Services in response to the Council’s Invitation to Tender.

‘TUPE’ The Transfer of Undertakings (Protection of Employment) Regulations 2006.

A1.1 Any reference to a person shall include any natural person, partnership, joint

venture, body corporate, incorporated association, government, governmental agency, persons having a joint or common interest, or any other legal or commercial entity or undertakings.

A1.2 A reference to any statute, order, regulation or similar instrument shall be construed as a reference to the statute, order, regulation or instrument as amended by any subsequent statute, order, regulation or instrument or as contained in any subsequent re-enactment. A2 Headings A2.1 The index and headings to the clauses and appendices to and schedules of this

Contract are for convenience only and will not affect its construction or interpretation.

A3 Notices A3.1 Any notice required by this Contract to be given by either party to the other shall be in writing and shall be served personally, by fax or by sending it by registered post or recorded delivery to the appropriate address, fax number or email address notified to each other as set out in the Contract Particulars. A3.2 Any notice serviced will be deemed to have been served as follows: A3.2.1 Any notice served personally will be deemed to have been served on the day of delivery; A3.2.2 Any notice sent by post will be deemed to have been served 48 hours after it was posted; A3.2.3 Any notice sent by fax will be deemed to have been served 24 hours after it was despatched; A3.2.4 Any notice sent by email before 5 p.m. will be deemed to have been served on the day of despatch and otherwise on the following day save where the deemed date of service falls on a

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day other than a Business Day in which case the date of service will be the following Business Day. A4 Entire agreement A4.1 The Contract constitutes the entire agreement between the parties relating to the

subject matter of the Contract. The Contract supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this clause A4 shall not exclude liability in respect of any fraudulent misrepresentation.

Part B - Provision of Services B1 Contract Period B1.1 The Contract shall commence on the Commencement Date and subject to clause B1.2 shall continue for the Contract Period. B1.2 If the Contract Period includes an option to extend and the Council intends to take up

the option, the Contractor shall be notified in writing within the period stated in the Contract Particulars prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial Contract Period.

B2 Performance B2.1 The Services shall be provided in accordance with any delivery instructions. If no time

for delivery is stated in the delivery instructions the Services shall be delivered between 9am and 5pm on a Business Day.

B2.2 The time of the delivery of the Services is of essence to the Contract. B2.3 The Council will have the right to observe the Contractor’s performance of the Services if the Services are not being performed on the Council’s premises. B2.4 If the Contractor at any time becomes aware of any act or omission, or proposed act

or omission by the Council which prevents or hinders, or may prevent or hinder the Contractor from performing the Services in accordance with the Contract; the Contractor shall inform the Council and the Council may, at its absolute discretion, extend the period of the Contract accordingly.

B2.5 If the Contractor at any time becomes aware of any material matter that could affect the performance of the Services in accordance with the Contract, the Contractor shall inform the Council immediately. B2.6 If the Contractor has a change in Control, the Contractor shall inform the Council as

soon as reasonably practicable.

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B2.7 The Council retains the Contractor for the performance of the Services on a non exclusive basis.

B3 Contract Manager B3.1 The Contractor shall employ a competent and authorised Contract Manager

empowered to act on behalf of the Contractor for all purposes connected with the Contract.

B3.2 The Contractor shall give notice in writing to the Council at once of any change in the

identity, address and telephone numbers of the person appointed as Contract Manager. The Contractor shall give maximum possible notice to the Council before changing its Contract Manager.

B4 Ordering process B4.1 Where this Contract is identified as requiring Orders in the Contract Particulars the

Contractor shall accept Orders made in writing by the Council under the provisions of this clause.

B4.2 Except where specified Orders are required to call off the Services the Council gives

no guarantees whatsoever as to when any Order will be placed during the Contract Period or under the Contract.

B4.3 The Orders shall state the type of or part of the Services required including the Council’s requirements with regard to timescale for delivery of those Services. B5 Risk in and title to goods B5.1 Risk in any goods provided as part of the Services shall pass to the Council upon

delivery without prejudice to any rights of rejection which may accrue to the Council under the Contract or otherwise.

B5.2 Title in any goods provided as part of the Services shall pass to the Council upon delivery or earlier payment. B6 Warranty B6.1 The Contractor warrants to the Council that the Services will be provided as follows:

B6.1.1 in a proper, skilful and workmanlike manner; B6.1.2 by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice;

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B6.1.3 in accordance with the Contract and any descriptions provided by the Contractor;

B6.1.4 to the reasonable satisfaction of the Authorised Officer;

B6.1.5 by Key Personnel (if any) who shall not be released from providing the Services permanently without the written agreement of the Council, except by reason of: B6.1.5.1 sickness; B6.1.5.2 maternity leave; B6.1.5.3 paternity leave; B6.1.5.4 termination of employment; B6.1.5.5 request by the Council; B6.1.5.6 the element of the Services in respect of which the individual was engaged has been completed to the Council’s satisfaction; or B6.1.5.7 other extenuating circumstances explained to the Council; and B6.1.6 any replacements for the Key Personnel shall be subject to the

agreement of the Council and such replacements shall be of at least equal status or of equivalent experience and skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services. The cost of effecting such replacement shall be borne by the Contractor; and

B6.1.7 in a way that the Contractor takes every reasonable precaution to safeguard the Council’s property entrusted to the care of the Contractor.

B6.2 The Contractor warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the Services they will:

B6.2.1 be free from defects in design, material and workmanship; and B6.2.2 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health.

B6.3 Without prejudice to the Council’s rights to terminate under clause D1 (Termination), if any of the Services supplied are not in accordance with the Contract, the Council shall be entitled to:

B6.3.1 require the Contractor to provide replacement Services in accordance with the Contract as soon as reasonably practicable and in any event within 14 days of a request to do so; or

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B6.3.2 subject to clause E2 (Indemnity and liability) require repayment of the proportion of the Price which has been paid in respect of such Services together with payment of any additional expenditure over and above the Price reasonably incurred by the Council in obtaining replacement Services.

B7 Contractor’s Employees B7.1 The Council reserves the right under the Contract to refuse to admit to, or to

withdraw permission to remain on, any premises occupied by or on behalf of the Council:

B7.1.1 any member of the Contractor’s Employees; and/or B7.1.2 any person employed or engaged by a sub-contractor, agent or servant of the Contractor, whose admission or continued presence would be, in the reasonable opinion of the Council, undesirable.

B7.2 When directed by the Council, the Contractor shall provide a list of the names and addresses of all persons (if any) who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Council, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Council may reasonably desire.

B7.3 The Contractor’s Employees, engaged within the boundaries of any of the Council’s

premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time-to-time for the conduct of personnel when at that establishment and when outside that establishment.

B7.4 The decision of the Council as to whether any person is to be refused access to any

premises occupied by or on behalf of the Council shall be final and conclusive. B7.5 The Contractor shall replace any of the Contractor’s Employees who the Council

reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Contractor’s Employees for any reason, the Contractor shall make sure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services.

B7.6 The Contractor shall bear the cost of or costs arising from any notice, instruction or

decision of the Council under this clause.

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Part C - Price and payment C1 Price and payment C1.1 The Council shall pay the Price for the Services to the Contractor. C1.2 The Contractor shall submit a single VAT invoice to the Council no later than seven

days after the end of each calendar month detailing the Services provided during the calendar month and the amount payable.

C1.3 Payment of any undisputed invoice will be made no later than 30 days following the

date of receipt of the invoice by the Council. C1.4 The Council reserves the right to withhold payment of the relevant part of the Price

without payment of interest where the Contractor has either failed to provide the Services at all or has provided the Services inadequately and any invoice relating to such Services will not be paid unless or until the Services have been performed to the Council’s satisfaction.

C1.5 Any overdue sums will bear interest from the due date until payment is made at 4%

per annum over the Bank of England base rate from time-to-time. The Contractor is not entitled to suspend provision of the Services as a result of any overdue sums.

C1.6 The Council will be entitled but not obliged at any time or times without notice to the

Contractor to set off any liability of the Council to the Contractor against any liability of the Contractor to the Council (in either case however arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency) and may for such purpose convert or exchange any sums owing to the Contractor into any other currency or currencies in which the obligations of the Council are payable under this Contract. The Council’s rights under this clause will be without prejudice to any other rights or remedies available to the Council under this Contract or otherwise.

C1.7 Further details of payment, if any, are set out in the Pricing Schedule. Part D - Termination and consequences of termination D1 Termination D1.1 Subject to the provisions of clause H6 (Force majeure) the Council may terminate the

Contract with immediate effect by notice in writing to the Contractor on or at any time if:

D1.1.1 the Contractor becomes bankrupt, insolvent, makes any composition

with its creditors, has a receiver appointed under the Mental Health Act 1983 or dies;

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D1.1.2 the Contractor is convicted of a criminal offence;

D1.1.3 the Contractor ceases or threatens to cease to carry on its business;

D1.1.4 the Contractor has a change in Control which the Council believes will have a substantial impact on the performance of the Contract;

D1.1.5 there is a risk or a genuine belief that reputational damage to the

Council will occur as a result of the Contract continuing;

D1.1.6 the Contractor is in breach of any of its obligations under this Contract that is capable of remedy and which has not been remedied to the satisfaction of the Council within 14 days, or such other reasonable period as may be specified by the Council after issue of a written notice specifying the breach and requesting it to be remedied;

D1.1.7 there is a material or substantial breach by the Contractor of any of its

obligations under this Contract which is incapable of remedy; or

D1.1.8 the Contractor commits persistent minor breaches of this Contract whether remedied or not.

D1.2 The Council reserves the right to terminate the Contract in part in the case of

termination under clauses D1.1.6, D1.1.7 and D1.1.8. D1.3 Where this Contract is subject to Orders as specified in the Contract Particulars the

Council has the right to terminate any individual Order or Orders or the whole Contract under the provisions of this clause D1.

D1.4 The Council reserves the right to terminate the Contract at will, in whole or in part, at

any time with or without notice except that it will give as much notice as possible in the circumstances.

D2 Consequences of termination D2.1 If this Contract is terminated in whole or in part the Council shall:

D2.1.1 be liable to pay to the Contractor only such elements of the Price, if any, that have properly accrued in accordance with the Contract or the affected part of the Contract up to the time of the termination; and/or

D2.1.2 except for termination under clause D1.4, be entitled to deduct from

any sum or sums which would have been due from the Council to the Contractor under this Contract or any other Contract and to recover the same from the Contractor as a debt any sum in respect of any loss or damage to the Council resulting from or arising out of the termination of this Contract. Such loss or damage shall include the

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reasonable cost to the Council of the time spent by its officers in terminating the Contract and in making alternative arrangements for the supply of the Services or any parts of them; and/or

D2.1.3 where termination arises under clause D1.4, pay to the Contractor any

reasonable, direct and quantifiable costs reasonably incurred by the Contractor due to early termination subject to the maximum liability provision in clause E2.4; and/or

D2.1.4 in the event that any sum of money owed by the Contractor to the

Council (the Contractor’s debt) exceeds any sum of money owed by the Council to the Contractor (the Council’s debt) under this Contract then the Council shall, at its sole discretion, be entitled to deduct the Contractor’s debt from any future Council’s debt or to recover the Contractor’s debt as a civil debt.

D2.2 Upon the termination of the Contract for any reason, subject as otherwise provided

in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Contract.

D3 Dispute resolution procedure D3.1 If a dispute arises between the Council and the Contractor in connection with the

Contract, the parties shall each use reasonable endeavours to resolve such dispute by means of prompt discussion at an appropriate managerial level.

D3.2 If a dispute is not resolved within 14 days of referral under clause D3.1 then either

party may refer it to the chief executive or appropriate nominated officer of each party for resolution who shall meet for discussion within 14 days or longer period as the parties may agree.

D3.3 Provided that both parties consent, a dispute not resolved in accordance with clauses

D3.1 and D3.2, shall next be referred at the request of either party to a mediator appointed by agreement between the parties. This must be within 14 days of one party requesting mediation with the costs of mediation determined by the mediator.

D3.4 Nothing in this clause shall preclude either party from applying at any time to the

English courts for such interim or conservatory measures as may be considered appropriate.

D4 Survival D4.1 The following clauses will survive termination or expiry of the Contract: D4.1.1 clause B5 (Risk in and title to the goods); D4.1.2 clause D2 (Consequences of termination);

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D4.1.3 clause E2 (Indemnity and liability); D4.1.4 clause F1 (Intellectual property);

D4.1.5 clause F2 (Data Protection) D4.1.6 clause F3 (Freedom of Information); D4.1.7 clause F4 (Confidentiality); D4.1.8 clause F5 (Record keeping and monitoring); D4.1.9 clause G4 (TUPE and re-tendering); D4.1.10 clause H4 (Severance); D4.1.11 clause H10 (Non solicitation and offers of employment); and D4.1.12 clause H12 (Law and jurisdiction). Part E - Insurance and Liabilities E1 Insurance E1.1 The Contractor shall maintain insurance necessary to cover any liability arising under the Contract as set out in the Contract Particulars. E1.2 The Contractor shall prior to the Commencement Date and on each anniversary of

the Commencement Date and/or upon request provide evidence that all premiums relating to such insurances have been paid.

E1.3 If the Contractor does not maintain the necessary insurances under the Contract the

Council may insure against any risk in respect of the default and may charge the Contractor the cost of such insurance together with a reasonable administration charge.

E2 Indemnity and liability E2.1 Neither party seeks to exclude or limit its liability for:

E2.1.1 death or personal injury caused by its negligence (but will not be liable for death or personal injury caused by the other party’s negligence);

E2.1.2 fraudulent misrepresentation; or E2.1.3 any other matter in respect of which, as a matter of Law, liability

cannot be excluded or limited.

E2.2 Except as specifically provided, neither party shall in any event be liable to the other for any indirect or consequential loss (including loss of profit, loss of business opportunity, loss of business, loss of goodwill, loss of production and pure economic loss) however caused.

E2.3 Subject to clauses E2.1, E2.2 and E2.5, the Contractor’s liability to the Council under

the Contract whether in contract, tort (including negligence) or otherwise shall be

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limited to 125% of the proportion of the Price which is paid and payable at the time that the liability arises.

E2.4 Subject to clauses E2.1 and E2.2, the Council’s liability to the Contractor under the

Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the proportion of the Price which is paid and payable at the time that the liability arises.

E2.5 The Contractor shall indemnify the Council in full without limit of liability for any

direct loss of or damage to the real or personal property of the Council or any third party, including Intellectual Property Rights, or injury claimed by any third party and against all Liabilities awarded against or incurred by the Council (including legal expenses on an indemnity basis) arising from the Contractor’s negligence, any defect or fault in the Services or any act or omission of the Contractor in delivering the Services.

Part F - protection of information F1 Intellectual property F1.1 All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

F1.1.1 provided to the Contractor by the Council shall remain the property of the Council; and

F1.1.2 prepared by or for the Contractor specifically for the use, or intended

use, in relation to the performance of the Contract shall belong to the Council subject to any exceptions set out in the Contract Particulars.

F1.2 The Contractor shall obtain necessary approval before using any material, in relation

to the performance of the Contract which is or may be subject to any third party Intellectual Property Rights. The Contractor shall procure that the owner of the Intellectual Property Rights grant to the Council a non-exclusive licence, or if the Contractor is itself a licensee of those rights, the Contractor shall grant to the Council an authorised sub-licence, to use, reproduce, and maintain the Intellectual Property Rights. Such licence or sub-licence shall be non-exclusive, perpetual and irrevocable, shall include the right to sub-license, transfer, novate or assign to other Councils, the Replacement Contractor or to any other third party providing Services to the Council, and shall be granted at no cost to the Council.

F1.3 It is a condition of the Contract that the Services will not infringe any Intellectual

Property Rights of any third party and the Contractor shall during and after the Contract Period on written demand indemnify and keep indemnified without limitation the Council against all Liabilities which the Council may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim relates to the act or omission of the Council.

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F1.4 At the termination of the Contract the Contractor shall at the request of the Council

immediately return to the Council all materials, work or records held in relation to the Services, including any back-up media.

F2 Data Protection Act F2.1 The Contractor shall (and shall procure that any of its Employees involved in the

provision of the Services) comply with any requirements under the DPA. F3. Freedom of Information F3.1 The Contractor acknowledges that the Council is subject to the requirement of the

Code of Practice on Government information, FOIA and the EIR and shall assist and cooperate with the Council to enable the Council to comply with its information disclosure obligations.

F3.2 The Contractor shall and shall procure that its sub-contractors shall do all of the

following where relevant.

F3.2.1 Transfer to the Council all requests for information that it receives as soon as practicable and in any event within two Business Days of receiving a Request for Information.

F3.2.2 Provide the Council with a copy of all information in its possession, or

power in the form that the Council requires within five Business Days (or such other period as the Council may specify) of the Council’s request.

F3.2.3 Provide all necessary assistance as reasonably requested by the

Council to enable the Council to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the EIR.

F3.3 The Council shall be responsible for determining in its absolute discretion despite any

other provision in this Contract or any other agreement whether the Commercially Sensitive Information and/or any other information is exempt from disclosure in accordance with the provisions of the Code of Practice on Government Information, FOIA or the EIR.

F3.4 In no event shall the Contractor respond directly to a Request for Information unless

expressly authorised to do so by the Council. F3.5 The Contractor acknowledges that (despite the provisions of clause F4) the Council

may, be obliged under the FOIA, or the EIR to disclose information concerning the Contractor or the Services:

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F3.5.1 in certain circumstances without consulting the Contractor; or F3.5.2 following consultation with the Contractor and having taken their

views into account

F3.6 Provided always that where clause F3.5.1 applies the Council shall, in accordance with any recommendations of the code, take reasonable steps, where appropriate, to give the Contractor advance notice, or failing that, to draw the disclosure to the Contractor’s attention after any such disclosure.

F3.7 The Contractor shall make sure that all information is retained for disclosure in

accordance with any record keeping obligations of the Contractor under this Contract and shall permit the Council to inspect such records as requested from time-to-time.

F3.8 The Contractor acknowledges that the Commercially Sensitive Information is

indicative only and that the Council may be obliged to disclose it in accordance with clause F3.

F4 Confidentiality F4.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall do each of the following:

F4.1.1 Treat the other party’s Confidential Information as confidential and safeguard it accordingly; and

F4.1.2 Not disclose the other party’s Confidential Information to any other

person without the owner’s prior written consent. F4.2 Paragraph F4.1 shall not apply to the extent that any one or more of the following

applies to the relevant information or disclosures: F4.2.1 Such disclosure is a requirement of Law placed upon the party making

the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the EIR pursuant to clause F3 (Freedom of Information);

F4.2.2 Such information was in the possession of the party making the

disclosure without obligation of confidentiality prior to its disclosure by the information owner;

F4.2.3 Such information was obtained from a third party without obligation

of confidentiality;

F4.2.4 Such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; and

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F4.2.5 It is independently developed without access to the other party’s Confidential Information.

F4.3 The Contractor may only disclose the Council’s Confidential Information to the

Contractor personnel who are directly involved in the provision of the Services and who need to know the information, and shall make sure that such Contractor personnel are aware of and shall comply with these obligations as to confidentiality.

F4.4 The Contractor shall not, and shall procure that the Contractor personnel do not, use

any of the Council’s Confidential Information received other than for the purposes of this Contract.

F4.5 At the written request of the Council and if reasonable in the circumstances to make

that request, the Contractor shall procure that those members of the Contractor personnel identified in the Council’s notice sign a confidentiality undertaking prior to commencing any work in accordance with this Contract.

F4.6 Nothing in this Contract shall prevent the Council from disclosing the Contractor’s

Confidential Information in any one or more of the following circumstances.

F4.6.1 To any Crown body or any other contracting authority as defined in Regulation 5(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations 2000 other than the Council. All crown bodies or such contracting authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown bodies or other such contracting authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown body or other contracting authority;

F4.6.2 To any consultant, Contractor or other person engaged by the Council

or any person conducting an Office of Government Commerce gateway review;

F4.6.3 For the purpose of the examination and certification of the Council’s

accounts; and/or

F4.6.4 For any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Council has used its resources

F5 Record keeping and monitoring F5.1 The Contractor will at its own cost, provide any information that may be required by

the Council to comply with the Council’s procedures for monitoring of the Contract.

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F5.2 In order to assist the Council in its record keeping and monitoring requirements including auditing and National Audit Office requirements, the Contractor shall keep and maintain for six years (or such longer time period required in accordance with any specific legislation) after the Contract has been completed, full and accurate records of the Contract including the Services supplied under it, all expenditure reimbursed by the Council, and all payments made by the Council. The Contractor shall on request allow the Council or the Council’s representatives such access to (and copies of) those records as may be required by the Council in connection with the Contract.

F5.3 The Contractor will at its own cost, provide any information that may be required by

the Council to comply with the Council’s procedures for monitoring of the Contract. Part G - Statutory obligations G1 Health and safety G1.1 The Contractor shall comply with all health and safety legislation in force and all

health and safety policies of the Council. G2. Corporate requirements G2.1 The Contractor shall comply with all obligations under the HRA. G2.2 The Contractor shall comply with all Council policies and rules, such as, but not

limited to:

G2.2.1 equality and diversity policies; G2.2.2 sustainability;

G2.2.3 information security rules;

G2.2.4 whistleblowing and/or confidential reporting policies; and

G2.2.5 all site rules relevant to the fulfilment of the Contractor’s obligations

in the performance of the Services G2.3 The Contractor shall not unlawfully discriminate within the meaning and scope of any

Law, enactment, order, or regulation relating to discrimination (whether age, race, gender, religion, disability, sexual orientation or otherwise) in employment.

G2.4 The Contractor shall comply with all relevant legislation relating to its Employees

however employed including (but not limited to) the compliance in Law of the ability of the Employees to work in the United Kingdom.

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G2.5 If the Contractor has a finding against it relating to its obligations under clause G2.4 it will provide the Council with:

G2.5.1 details of the finding; and G2.5.2 the steps the Contractor has taken to remedy the situation.

G3 Law and Change in Law G3.1 The Contractor shall comply at all times with the Law in its performance of the

Contract. G3.2 On the occurrence of a Change in Law which has a direct effect upon the Price the

parties shall meet within 14 days of the Contractor notifying the Council of the Change in Law to consult and seek to agree the effect of the Change in Law and any change in the Price as a result following the principle that this clause is not intended to create an artificial cushion from market forces for the Contractor. If the parties, within 14 days of this meeting, have not agreed the occurrence or the impact of the Change in Law, either party may refer the matter to dispute resolution in accordance with clause D3.

G3.3 Any agreed additional sums payable as a result of the operation of clause G3.2 shall

be included in the Price. For the avoidance of doubt nothing in this Contract is intended to allow the Contractor double recovery of any increase in costs.

G4 TUPE G4.1 The terms of the Transfer of Undertakings (Employment Protection) Regulations 2006

(“the Regulations”) or any statutory modification or re-enactment thereof and or the Acquired Rights Directive 2003/23 (“the Directive”) shall apply to this Contract. The Contractor will therefore be required to take into its employment those staff (“the Employees”) named in Appendix ‘C’ on the terms and conditions set out in Appendix ‘B’.

G4.2 The Contractor confirms that it has received all of the necessary information

regarding the Employees required by the Regulations and the Directive in respect of them and that it has taken the appropriate independent legal and financial advice as to the effect that the Regulations and Directive will have on this contract.

G4.3 The Contractor shall indemnify and keep the Council indemnified against each and

every cost claim liability expense or demand arising out of:

G4.3.1 any claim or allegation by an Employee that the Regulations apply and that as a consequence there has been or will be a substantial change in such Employee’s working conditions to his or her detriment;

G4.3.2 any act or omission of the Contractor in relation to any Employee occurring on or after the Commencement Date and any claim for redundancy

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payments or protective awards and/or any liability for wrongful dismissal or otherwise in connection with the transfer of the employment of the Employees to the Contractor;

G4.3.3 any failure by the Contractor to provide full and accurate information which is required by the Council to enable it to discharge its statutory duties and obligations

G4.4 The Contractor shall, within the last 12 months of Contract (however and whenever it

shall come to an end), upon the written request of the Council supply to the Council all the information the Council may require relating to the employees of the Contractor engaged upon providing the Services including, but not limited to their salaries and terms and conditions of employment for the purpose of issuing a Tender for the provision of the Services after the termination of this Contract. Any such information may be given to any third party which expresses an interest in tendering for a further contract to provide the services.

Part H - General provisions H1 Contract variation H1.1 Subject to clause H1.2, no variation or modification to the Contract is valid unless it is

in writing and signed by the Council and the Contractor. H1.2 The Council shall be entitled to issue to the Contractor in writing or, in case of

urgency orally (provided the Council confirms oral instructions in writing as soon as it is practicable), variation orders requiring the addition, suspension, reduction or cessation of provision of any Services and/or the provision of emergency Services in accordance with revised delivery instructions. The Contractor shall charge for the impact of the variation order in accordance with the rates and prices used to calculate the Price in the Tender.

H2 Third party rights H2.1 This Contract is enforceable by the original parties to it, by their successors in title

and permitted assignees. Any rights of any person to enforce the terms of this Contract pursuant to The Contracts (Rights of Third Parties) Act 1999 are excluded.

H3 No waiver H3.1 Failure by either party at any time to enforce any one or more of the provisions of

this Contract or to require performance by the other party of any of the provisions shall not constitute or be construed as a waiver of the provision or of the right at any time subsequently to enforce all terms and conditions of this Contract nor affect the validity of the Contract or any part of it or the right of the parties to enforce any provision in accordance with its terms.

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H3.2 No waiver of any of the provisions of this Contract shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause A3 (Notices).

H4 Severance H4.1 If any provision of the Contract shall become or shall be declared by any court of

competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

H5 Assignment, sub-contracting and responsibility H5.1 Subject to any express provision of this Contract, the Contractor shall not without the

prior written consent of the Council, assign all or any benefit, right or interest under this Contract or sub-contract the provision of the Services.

H5.2 The Council shall be entitled to:

H5.2.1 assign, novate or dispose of its rights and obligations under this Contract either in whole or part to any contracting authority (as defined in The Public Contracts Regulations 2006); or

H5.2.2 transfer, assign or novate its rights and obligations where required by

Law. H5.3 The Contractor shall remain responsible and liable for the acts and omissions of any

other members of a consortium arrangement, sub-contractors, servants, agents and Employees as though they were its own.

H6 Force Majeure H6.1 Neither party shall be liable for failure to perform its obligations under the Contract if

such failure results from Force Majeure. H6.2 If the Council or the delivery location is affected by circumstance of Force Majeure,

the Council shall be entitled to, totally or partially, suspend the date or dates for delivery of the Services until the circumstances of the Force Majeure have ceased. The suspension shall not give rise to any claim by the Contractor against the Council nor entitle the Contractor to terminate the Contract.

H6.3 Industrial action by, or illness or shortage of the Contractor’s Employees, agents or

subcontractors, failure or delay by any of the Contractor’s suppliers to supply goods, components, Services or materials and breach of the Contractor’s warranties under clause B6 shall not be regarded as an event of Force Majeure.

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H6.4 If the event of Force Majeure continues for more than two months either party may give written notice to the other to terminate the Contract immediately or on a set termination date.

H6.5 If the Contract is terminated in accordance with clause H6.4 neither party will have

any liability to the other except that any rights and Liabilities which accrued prior to termination will continue to exist.

H7 Inducements, Bribery and Corruption H7.1 The Contractor shall and shall procure that persons associated with it or other persons who are performing services in connection with this Contract shall:

H7.1.1 comply with all applicable laws, statutes, regulations, and where appropriate codes relating to anti-bribery and anti-corruption (“Relevant Requirements”), including the Bribery Act 2010; and

H7.1.2 not engage in any activity, practice or conduct which would constitute

an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

H7.1.3 not do, or omit to do, any act that will cause or lead the Council to be in

breach of any of the Relevant Requirements; H7.1.4 promptly report to the Council any request or demand for any undue

financial or other inducement of any kind received by the Contractor in connection with the performance of this Contract;

H7.1.5 have an shall maintain in place throughout the Contract Period its own

policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;

H7.1.6 if requested, provide the Council with any reasonable assistance to

enable the Council to perform any activity required for the purpose of compliance with any of the Relevant Requirements.

H7.2 The Contractor shall indemnify the Council against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against the Council as a result of any breach of this clause H7 by the Contractor.

H7.3 Breach of this clause H7 shall be deemed a material breach under clause D1.1.13. H7.4 If the Council terminates this Contract for breach of this clause H7 the Contractor

shall not be entitled to claim compensation or any further remuneration whatsoever.

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H8 Costs and expenses H8.1 Each of the parties will pay their own costs and expenses incurred in connection with

the negotiation, preparation, execution, completion and implementation of this Contract.

H9 No agency or partnership H9.1 Nothing contained in this Contract, and no action taken by the parties pursuant to

this Contract, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.

H10 Non solicitation and offers of employment H10.1 The Contractor agrees that it will not, without the prior written consent of the

Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise during the Contract Period or for a period of 12 months following termination of this Contract:

H10.1.1 solicit or entice, or endeavour to solicit or entice, away from the

Council, any person directly related to the Services employed in a senior capacity in a managerial, supervisory, technical, sales or administrative capacity by, or who is or was a consultant to, the Council at the date of the termination of this Contract or at any time during the period of one month immediately preceding the date of termination; or

H10.1.2 attempt, or knowingly assist or procure any other person to do the

above. H11 Inspection of Contractor’s premises H11.1 The Contractor shall permit the Council to make any inspections or tests which may

reasonably be required in respect of the Contractor’s premises in relation to the Contract.

H12 Law and jurisdiction H12.1 This Contract shall be governed by the laws of England and shall be subject to the

exclusive jurisdiction of the English courts.

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