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TREASURY MANAGEMENT CONSULTANCY SERVICE

Swale House, East Street,Sittingbourne, Kent ME10 3HTDX59900 Sittingbourne 2Phone: 01795 424341Fax: 01795 417141www.swale.gov.uk

18th February 2015

Dear Tenderer


I have pleasure in inviting you to submit a Tender.

You are advised that the terms and conditions of contract are as laid down under Appendix A. The tender evaluation criteria will be based on a two stage process. Stage 1 will effectively be a pass/fail judgement to assess potential providers’ capability of providing the required services. Stage 2 will be an evaluation of the Tender documents, referees and a presentation. The Council will accept the Tender which it considers to be the most economically advantageous in accordance with the evaluation and award criteria outlined within this document. The evaluation criteria will be based on 30% Price / 70% non-price/quality in accordance with Section 8.

Only questions submitted by email will be responded to which will enable a properly considered response to all Tenderers under anonymity. All questions must be emailed to [email protected] with copy email to [email protected]

Please ensure that “TREASURY MANAGEMENT CONSULTANCY SERVICE; A172” is placed in the subject title of the email.

Sincerely

Philip WilsonChief Accountant

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Invitation to Tender

For

Treasury Management Consultancy ServicesA172

Issue Date: 18th February 2015

Return Date: 11th March 2015

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CONTENTS

1 TENDER INTRODUCTION

2 PROCUREMENT PROGRAMME

3 STAGE ONE QUESTIONS

4 CONDITIONS OF CONTRACT

5 SPECIFICATION

6 STATUTORY DUTIES

7 PRICING SCHEDULE

8 STAGE TWO EVALUATION PROCESS AND AWARD CRITERIA

9 TENDER RESPONSES DOCUMENT AND DECLARATION

10 FORM OF TENDER AND DECLARATIONS

APPENDIX A CONTRACT CONDITIONS

APPENDIX B STATEMENT RELATING TO GOOD STANDING

APPENDIX C BRIBERY ACT POLICY

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SECTION 1 - TENDER INTRODUCTION

1 GENERAL REQUIREMENTS

Tenderers are invited for the supply of Treasury Management Consultancy Services in accordance with the specification.

The Council’s detailed requirements are defined in the Specification (Section 3)

This Tender is in principle based on the open procedure as illustrated in the Public Contracts Regulations 2006; therefore a two stage evaluation process will be undertaken. Stage One will assess potential providers capability of providing the required goods or services. Those selected for stage 2 will then be evaluated based on the tender evaluation criteria as described in section 5.

For evaluation purposes, Tenderers are requested not to change the layout / format of this document with the exception of Section 4. Tenderers changing the layout of this document may have their Tender submission disqualified.

2 REJECTION OF TENDER

The Council shall reject any Tender submitted where the Tenderer undertakes activities contrary to undertakings given within the anti-Collusive Tendering Certificate (see Section 10). 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.

3 INFORMATION, COSTS AND EXPENSES

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

4 SUBMISSION OF FORM OF TENDER

The Form of Tender must be duly completed and submitted with the Pricing Schedule, Supporting Information, (if required) and annexes along with a full electronic copy of their submission duly completed by no later than 12:00 11 th

March 2015 to:

Treasury Management Consultancy Services/ A172Democratic and Electoral Services ManagerSwale Borough CouncilSwale HouseEast StreetSittingbourne, Kent ME10 3HT

The envelope or package should bear the details as illustrated (please enclose a copy on CD-ROM disk / memory stick)

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Tender Title: Treasury Management Consultancy ServicesReturn Date: No later than 12:00 11 th March 2015

Treasury Management Consultancy Services/ A172Democratic and Electoral Services ManagerSwale Borough CouncilSwale HouseEast StreetSittingbourneKent ME10 3HT

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.

The date and time by which the Tender must be returned is noted. 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 9am – 5.00pm and Friday 9am – 4.30pm (excluding bank holidays).

IMPORTANT NOTE : Failure to comply with the above may invalidate your Tender submission.

5 FURTHER INFORMATION AND QUERIES

At any time prior to six days before the date for receipt of Tenders the Tenderer may by written communication (e-mail only) to the Council request any information or raise any query in connection with the Form of Tender, the Conditions, Specification or the Pricing Schedule and any such correspondence should be addressed to: treasurymanagement @ swale.gov.uk with a carbon copy sent to [email protected].

It should be noted that all questions and answers will be shared equally between all suppliers invited to tender, with anonymity given to the original enquirer. Any communications by email regarding this opportunity will require “TREASURY MANAGEMENT CONSULTANCY SERVICE - A172” included in the subject title.

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

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mailto:[email protected]

mailto:treasurymanagement


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 and incorporated into the contract.

6 ACCEPTANCE, EVALUATION OF TENDERS & VARIANT BIDS

An initial examination will be made to establish the completeness of submitted Tenders. The Council reserves the right to disqualify any Tender submission, which is incomplete.

Tenderers should satisfy themselves of the accuracy of all fees, rates and prices quoted.

In the event of genuine errors being discovered after the submission of Tenders, Tenderers will be asked, to either stand by or correct their Tender for any genuine errors.

Where considered to be in the best interest of the Council variant bids may be accepted.

The Tender evaluation will be undertaken in two stages:

Stage 1: will be an assessment of responses to Invitation To Tender (ITT) as set out in Section 3 where the panel are seeking to identify organisations with sufficient capacity and capability to deliver the contract. Each section will be marked as ‘Pass or Fail’ based on the information provided.

Stage 2: will be a desk based evaluation of the ITT documents undertaken independently by three officers, together with an evaluation of responses from referees and an evaluation of a presentation, prior to moderating a final score using the balance of 30% Price and 70% Quality in accordance with Section 8.

The Council will accept the Tender, which it considers to be the most economically advantageous in accordance with the evaluation and award criteria outlined within this document.

The Council reserves the right not to award the Contract to the lowest price or any Tenderer, reserving also the right to accept the same in whole or in part.

7 TENDERER’S WARRANTIES

The Tenderer warrants 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.

The Tenderer warrants it has full power and authority to enter into the Contract and will if requested produce evidence of such to the Council.

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SECTION 2 - PROCUREMENT PROGRAMME

Event Date

Advertise Expression of Interest (EOI) Issue ITT

18 February 2015

Closing date for Tender returns 11 March 2015

Tender evaluation 12 March 2015 to 28 May 2015

Tender evaluation – Presentation dates currently set aside 25 March 2015 or 27 March 2015

Contract award 28 May 2015

Contract commencement 8 June 2015

Contract end date 7 June 2019 (The Council may hold the option to extend the contract period by two further periods of one year each)

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SECTION 3 - STAGE ONE QUESTIONS

1 Tenderer Organisational Information

Organisation name

Type (Legal status)

Year of registration (as applicable)

Address / registered address

Contact name

Telephone

Email

Website

2 Economic and Financial Information

2.1 Please supply a copy of the Tendering Organisation’s most recent accounts that cover the last three years of trading or for the period that is available if trading for less than three years.

2.2 Please supply details of existing insurance cover and policies – Public Liability Insurance, Employers Liability Insurance and Professional Indemnity Insurance.

2.3 Professional Risk Indemnity - Please indicate the insurance provision for the Tenderer

Insurance Insurance Company Policy Number Date cover ends Amount of cover

2.4 Is the Tenderer or any member of the Tenderer’s Group a member of any professional bodies? If 'yes', please give details below. Please enclose evidence of membership.

2.5 If your organisation fails to meet the Council's minimum financial standards for the category(ies) of works and services in question but has a parent company (or ultimate parent company) which does meet the Council's standards, then in exceptional circumstances the Council may consider either:

placing the contract with the parent company or ultimate parent company;

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or

contracting on a joint and several liability basis with the organisation and its parent company (or ultimate parent company).

Would the Tenderer / each member of the Tenderer Group agree to:

(a) Placing the contract with your parent company or ultimate parent company?

(b) Contracting on a joint and several liability basis with your parent company or ultimate parent company?

2.6 Please provide your Financial Conduct Authority (FCA) registration number. Please state the activities which your organisation has received permissions from the FCA to undertake.

2.7 Please provide full details of any claims in excess of £50,000 made under the Tenderer / each member of the Tenderer Group Professional Indemnity policies within the last three years.

3 Technical and/or Professional Ability

3.1 Please provide details of all contracts held, or previously held during the past three years that are similar (i.e. Treasury Management services to local authority district/borough councils, other local authorities/public sector bodies) to that which is proposed by the Council in terms of content and value. If there are more than 6, please provide details of the 6 most relevant contracts.

3.2 Please list and if applicable provide a copy of your policies relevant to the provision of the service.

3.3 Please supply, in pounds sterling, the amount of the Tenderer's/each member of the Tenderer Group's annual turnover that can be attributed to provision of Treasury Management Consultancy services to local authority district/borough councils/other local authorities/public sector bodies and private sector.

local authority district/borough councils: other local authorities/public sector bodies: private sector.

3.4 Does the Tenderer offer a quality management system or a guarantee of performance? If your answer is yes, please describe your quality management system and provide a copy of your Quality Manual or Quality Assurance documentation.

3.5 Is the Tenderer or any part of it quality assured or is currently pursuing certification under BS EN ISO 9000 or an equivalent standard or quality management? If your answer is yes, please enclose details of the certification achieved, or indicate when you expect to achieve certification:

4 Equal Opportunities

4.1 Is it your policy, as an employer, to comply with your statutory obligations under the Equalities Act 2010 and accordingly, your practice not to discriminate against someone on grounds of their sex (including gender reassignment),

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sexual orientation, marital status, race, nationality, ethnic origin, religion, beliefs, disability, pregnancy or childbirth or because they are a member, or not, of a trade union, or a part-time workers.

Yes/No 4.2 In the last three years, has any finding of unlawful racial discrimination been

made against your organisation by any court or industrial tribunal? Yes/No

4.3 In the last three years, has your organisation been the subject of a formal investigation by the Commission for Equality and Human Rights, Commission for Racial on race, gender, disability, sexual orientation, faith or belief and age set out?

Yes/No

4.4 Do you observe as far as possible the Commission for Equality and Human Rights, Commission for Racial Equality, Disability Rights Commission or Equal Opportunities Commission Codes of Practice, which gives practical guidance to employers and others on the elimination of racial discrimination and the promotion of equality of opportunity in employment, including the steps that can be taken to encourage members of the ethnic minorities to apply for jobs or take up training opportunities? Yes/No

5 Health & Safety Policy & Other Issues

5.1 The Service Provider shall provide all risk assessments and Safe Methods of operation for delivering the service. The Service Provider will be requested to provide his revised annual risk assessments electronically.

5.2 The Council requires all its suppliers and contractors to comply with all relevant Health and Safety legislation and standards and that you properly manage all Health and Safety risks specific to this contract.

5.3 Does your company comply with the Health & Safety at Work Act 1974 as amended?

Yes / No

5.4 Please confirm that your company agrees to co-operate with Swale Borough Council, where required, to ensure you also adhere to the Council’s Health and Safety policy.

Yes/NoSwale Borough Council’s Health and Safety Policy

5.5 Does your organisation comply with the following minimum health & safety standards;

● Implement effective health and safety policies and procedures. Yes/No

● Operate an adequate health and safety management system including a designated 'competent person' to provide advice and guidance. Yes/No

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http://www.swale.gov.uk/assets/Strategies-plans-and-policies/Health-and-Safety-Policy.pdf


● Provide appropriate health and safety training for staff. Yes/No

● Ensure processes are in place to sufficiently assess the competence and capabilities of sub-contractors to work safely. Yes/No/Not applicable

● Ensure effective monitoring processes are in place. Yes/No

6 Other Issues

6.1 In terms of any contracts performed in the last three years, please provide details of the following:

a) ongoing disputes (i.e. not just formal legal proceedings but where the client

has refused to pay a material invoice or has deducted or threatened to deduct

money for poor performance);

b) any liquidated damages applied to contracts;

c) any outstanding litigation against your organisation;

d) any terminations;

e) non-renewal for failure to perform the terms of the contract.

6.2 Has your company/organisation been involved in any actions in employment tribunal, the European Commission, Office of Fair Trading, HM Revenue & Customs, the Information Commissioner’s Office, the Financial Conducts Authority or for any breach of environment, health and safety law over the past three years? If so, please provide details.

6.3 Please provide full details of any known past, pending or anticipated future event (including events with parent or associated companies) that may materially impact upon the organisation's current financial standing and credit rating.

6.4 Please provide details of any IT systems utilised and any other resources available that are relevant to the contract. This information should include the name, version and provider of each of your principal business software applications including operating systems.

7 Staff and Experience

7.

7.1 Provide details of the relevant staff resources within your company/ organisation and subcontractors suitable for delivering the services, including details of their location, number, level and range of relevant experience.

7.2 Provide details of staff turnover as a percentage of workforces in the last 3 years. How would you ensure that sufficient numbers of suitable staff were available throughout the life of a contract?

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7.3 Please provide details of the average annual number of staff / management staff over the previous 3 years.

7.4 Do you intend to sub-contract any part of the service?

7.5 How long has the Tenderer/each member of the Tenderer’s Group been undertaking Treasury Management Consultancy services for local authority district/borough councils / other local authorities/public sector bodies / private sector?

a) local authority district/borough councils:

b) other local authorities/public sector bodies:

c) private sector.

7.6 Please provide details of the Tenderer’s/each member of the Tenderer Group's management, supervisory and operational structure along with brief biographical details of the key personnel to be deployed in providing the services required. The details must include as a minimum details of relevant experience, qualifications and job descriptions of personnel. The information should be attached to the questionnaire and cross-referenced accordingly.

8 Not used

9 Statement Relating to Good Standing

The statement relating to good standing contained in Appendix B must be signed and returned with this document.

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10. Selection Criteria – STAGE ONE

Information Supplied Evaluation method RatingQuestion 1 Tenderer Organisational Information

For information Not scored

*Question 2.1 Financial Accounts *Financial Status and Stability will be checked. Unsatisfactory submissions may lead to exclusion.

Pass/Fail

*Questions 2.2 to 2.7 Economic and Financial Information

Insurance details will be assessed to ensure that minimum cover is in place or an assurance to provide insurance has been given.

Pass/Fail

* A fail may lead to exclusionSelection Criteria Evaluation method Pass/FailQuestions 3 to 3.5Technical and/or Professional Ability

Inclusion to the Stage 2 process will be assessed on a pass/fail methodology.

Pass/Fail

Question 4.1 to 4.4Equal Opportunities

Pass/Fail

Question 5.1 to 5.5Health and Safety Policy and Other Issues

Pass/Fail

Question 6.1 to 6.4Other Issues Pass/Fail

Question 7.1 to 7.6Staff and Experience Pass/Fail

The statement relating to good standing contained in Appendix B must be signed and returned with this document

Signed statement relating to good standing Yes/No

Pass/Fail

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SECTION 4 - CONDITIONS OF CONTRACT

The Tenderer will be required, upon the acceptance of the Tender to enter into a Contract through the issue of a Council order. The conditions of contract will be as detailed within Appendix A.

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SECTION 5 - SPECIFICATION

Treasury Management Consultancy ServiceThis service will cover the following:

providing investment advice; providing interest rate and economic forecasts and assistance for the

formulation of an in-house investment strategy; updates on economic and political changes that may require modification to

investment strategies; advice on the Council’s Annual Investment Strategy; advice on counterparty creditworthiness, including updates on changes in

ratings; provision of treasury templates and advice on:

o treasury strategy report including the annual investment strategy;o treasury management policy statement;o treasury management practices;o annual review/ outturn report;o in year monitoring reports;o adoption of any new CIPFA code with Treasury Management

implications;o meeting statutory requirements relating to Treasury Management;o assistance to tailor all the above to the Council’s requirements.

determination of and assistance with Prudential Indicators; provision of advice on preparation of the annual Statement of Accounts with

reference to treasury management/ financial instrument items; assistance in technical discussions with auditors; advice on technical issues, capital finance and accounting advice; at least one-day onsite training per annum for the Council’s treasury

management staff or councillors; at least two places at each of the Tenderer’s usual seminars, training

courses, workshops and treasury strategy meetings; capital finance and accounting advice to reflect best practice and changes in

statutes, regulations and accounting rules appropriate to a local authority; advice on leasing; benchmarking information; support in monitoring treasury management performance; advice on debt management, scheduling, borrowing strategy and movement

in PWLB rates; assistance in any technical discussion with external auditors on treasury

management/financial instruments and related accounting advice if necessary.

Further background information on Swale Borough Council and Treasury Management is shown in the following appendices:

Appendix D – Annual Investment Strategy 2014/15 Appendix E – Annual Treasury Management Report 2013/14 Appendix F – Half Year Treasury Management Report 2014/15 Appendix G – 2013/14 Accounts

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SECTION 6 - STATUTORY DUTIES

The Tenderer shall ensure they fully understand the statutory provisions relevant to the provision of the Service and shall carry out the Service in accordance with those statutory provisions. In particular, attention is drawn to the following:-

Health & Safety at Work Act 1974 Bribery Act 2010 The Public Service (Social Value Act 2012) Rights of Third Parties Act (1999) Equalities Act 2010

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SECTION 7 - PRICING SCHEDULE

TABLE A - Price, Method Statement Scoring

YearTreasury Management

Consultancy Services Cost (not including VAT)

1 £

2 £

3 £

4 £

Total £

Please confirm if the above includes annual uplift for inflation, which price indices are relevant.

Please provide the details of any additional service options and their costs over the period of the contract.

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SECTION 8 - STAGE TWO EVALUATION PROCESS AND AWARD CRITERIA

8.1 The Authority will be awarding the contract according to the most economically advantageous tender (MEAT) taking into account price and quality.

8.2 Tenders will be evaluated by reference to the data contained within Section 9 Tender Response Document. Tenderers are to note that they must complete Section 9 (Tender Response Document) and sign the Mandatory Declarations listed in Paragraph 5 of Section 9.

8.3 The Authority will evaluate Tenderers’ written responses and any further information requested and provided by Tenderers, and any other sources of information deemed relevant and appropriate to this procurement.

8.4 The Authority will use its Evaluation Panel to assess the bid and will award a score based on the following criteria. Tenderers should not assume that they will have the opportunity to refine proposals at a later stage.

8.5 The weighting of the criteria will be as 30% price and 70% non-price/ quality subject to meeting the affordability requirements. The maximum of 100 points will be allocated and possible. The lowest submitted bona fide price will be awarded 30 points and other Tenderers allocated points for price will be adjusted on a pro-rata basis.

The proposals will be subject to a qualitative evaluation against the following criteria;

PRICE 30%

Pricing Schedule Consideration of the Most Economically Advantageous Tender for the Council

Consideration will be given to each individual Tender.

Following this stage, all Tenders reaching this stage will be awarded points in relation to Price and Quality at a 30% price and 70% quality ratio.

In terms of Price, each Tender will be awarded points based on its relationship with the lowest Tender. The Tender with the lowest annual equivalent sum (AES) will be awarded 30 Points; each of the remaining Tenders will be awarded points on a pro rata basis in accordance with the following calculation (rounded to two decimal places):-

TABLE A Pricing Evaluation

Lowest AES / AES x 30

For example, based upon a notional figure of £10K

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Tender AES £K Points AwardedA 10 30.00B 12 25.00C 14 21.43D 16 18.75

Please note that the figures are merely examples and are in no way an indication of the contract value.

AWARD CRITERIAA combination of the pricing and non-pricing assessments will determine the most economically advantageous tender.The non-price percentage score (out of 70%) added to the price percentage score (out of 30%) will give the Grand Total of points scored and the contract will be awarded to the Tenderer/s with the highest points.

*Please note that if the successful organisation’s bid is above £30,000 then the successful organisation will be subject to a mandatory financial appraisal prior to award of contract. Award of contract will be subject to a satisfactory outcome of the financial appraisal.

The Award Criteria weightings are as follows:Non Price = 70% Price = 30%

Each individual response within the non-price method statements within the statement of requirements will be evaluated and scored. An example out of a maximum up to 22 is given below:

Statement is unsuitable and / or suggests unacceptable risk 0 pointsStatement fails to meet requirements in a significant way 1-5 pointsStatement fails to meet requirements in some way 6-10 pointsStatement meets all the requirements (“par”) 11-15 pointsStatement exceeds requirements and adds some value 16-20 pointsStatement exceeds requirements and adds significant value 21-22 points

For the purposes of the award of marks for quality the Council will refer to the method statements.

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Method Statements

3. Score based on response to Invitation To Tender (ITT) – Maximum Score – 21 points.

4. Social Value: Some Social Value Measures are outlined in Table 1 of the Local First Policy. Please list all Social Value Measures applicable to your Tender, whether they are listed in the table or are an additional value that has relevance to your Tender. Please note the number of Social Value measures included are expected to be proportionate to the size of the contract – Maximum Score - 6 points.

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1. Score based on the responses from referees - Maximum Score - 21 points.

This score will be based on the responses from the Tenderer’s referees. Please nominate at least three [3] referees (of which at least two [2] ideally would be local authority or public sector bodies) from whom the Council can take up professional/technical references. The Council reserves the right to request references from other current or previous clients in addition to the nominated referees provided. The nominated referees must be contacted and agree to providing a reference prior this questionnaire being submitted. Please provide the following details for each referee: contact name, organisation name, address, contact email and telephone number, annual value of contract, title/ description of contract, contract start date and length of contract.

2. Score based on presentation

Tenderers will be asked to provide a presentation to the Council on their Treasury Management Service and an analysis of its effectiveness for public sector clients over the last three years. Currently 25 March 2015 and 27 March 2015 have been set aside for this purpose.

http://archive.swale.gov.uk/assets/Strategies-plans-and-policies/Local-First-Policy.pdf


TABLE B: - Non Price, Method Statement Scoring

TITLE SCORE RANGE

ACTUAL SCORE

Referees - Maximum Score 21 points 0-21

Presentation - Maximum Score 22 points 0-22

ITT - Maximum Score 21 points 0-21

Social Value 0-6

Total Score Max 70

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SECTION 9 – TENDER RESPONSES DOCUMENT AND DECLARATION

NOTEThis section contains a declaration that must be signed and a checklist and the response document.

In submitting and returning your Tender, please follow the numbers (1 - 6) and sequence of this Section 9 Tender Response Document and Declaration and confirm by ticking the check box that:

1. A covering letter is provided including the benefits of the Tenderer’s service in no more than 2,000 words. YES

2. From the Pricing Schedule (Section 7 Table A) please acknowledge and confirm that you have completed Pricing Schedule. YES

3. Please provide details of the organisation’s Employers Liability, Public Liability, Product Liability and/or other insurances as appropriate (Professional Indemnity). Copies of insurances to be provided as an appendix.

YES

4. The following declarations have been signed: Section 10 Anti Collusion Certificate Appendix B Statement of Good Standing Appendix C Bribery Act Policy

YES

5. All documents and the necessary returns are now completed in a logical order 1 to 6 and are ready for returning and are included in suitable packaging, labelled up correctly and will be returned by the required date.

YES

6. Completion of all Stage One questions (as detailed in Section 3)YES

Signature:

Position in organisation:

Date of signing:

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SECTION 10 - FORM OF TENDER AND DECLARATIONS

TENDER FOR: Treasury Management Consultancy Services - A172 TO: THE SWALE BOROUGH COUNCIL

We, [COMPANY NAME] Company registration number [NUMBER] whose registered address is [FULL POSTAL ADDRESS], having examined the Invitation To Tender (ITT) and other documents made available to us hereby tender to provide all the Works Goods and Services described in the tendering documents including appendices and confirm our submission of a compliant Bid.

We hereby offer to supply the Works Goods and Services subject to the terms and conditions set out in the Conditions of and other documents (if any) at a total cost of £ [IN WORDS per annum. (£ IN NUMBERS.] We undertake in consideration of having been supplied with the particulars and permitted to tender, that this Tender shall not be withdrawn or modified for 90 days from the date of its delivery but shall remain binding upon me/us during that period.

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 shall not constitute a binding Contract between us.

Anti-Collusive Tendering CertificateWe 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, (please delete accordingly), have not done and I/we undertake that I / We, (please delete accordingly), 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.

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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 Prevention of Corruption Acts 1889-1916, the Council may cancel the contract and recover all costs and losses.

Signature:

Position in organisation:

Date of signing:

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APPENDIX A – CONTRACT CONDITIONS

SWALE BOROUGH COUNCIL

and

[SERVICE PROVIDER]

_______________________

SERVICES AGREEMENT

____________________________

Relating to TREASURY MANAGEMENT CONSULTANCY SERVICE – A172

Legal Services Swale Borough CouncilRef:

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CONTENTS

Clauses

1. Definitions and Interpretation 2. Commencement and Duration3. Services4. Fees and Charges5. Payment Procedures and Approvals6. Service Provider’s Warranties7. Contract Management8. Health and Safety9. Staff and Key Personnel10. Equipment and Materials11. Performance and Monitoring12. Records, Audit and Inspection13. Set-Off14. Indemnities15. Insurance16. Authority’s Data17. Intellectual Property Rights18. Personal Data19. Confidentiality20. Freedom of Information21. Termination22. Consequences of Termination and Expiry23. Dispute Resolution24. Data Quality25. Business Continuity Plan26. Sustainability 27. Equality28. TUPE29. Waiver30. Severability31. Third Party Rights32. Successors33. Authority’s Standing Orders34. No Agency or Partnership35. Anti-Bribery36. Prevention of Fraud37. Survival of Terms38. Notices39. No Fetter40. Assignment, Sub-Contracting and Change of Ownership41. Variation 42. Further Assurance43. Costs44. Entire Agreement45. Law and Jurisdiction

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Schedules

Schedule 1 Key Agreement Information

Schedule 2 Variation Form

THIS Agreement is made the day of 2015

BETWEEN:

(1) SWALE BOROUGH COUNCIL of Swale House, East Street, Sittingbourne, Kent ME10 3HT (the “Authority”); and

(2) [SERVICE PROVIDER] [insert details of Company Number and registered office] (the “Service Provider”).1

WHEREAS:

(A) The Authority wishes to appoint the Service Provider to provide services in connection with TREASURY MANAGEMENT CONSULTANCY SERVICE

.

(B) The Service Provider has agreed to provide the Services to the Authority on the terms and conditions set out in this Agreement.

NOW IT IS HEREBY AGREED:

1. DEFINITIONS AND INTERPRETATION

In the Agreement (including the Recitals):

1.1 unless the context indicates otherwise the following expressions shall have the following meanings:

“Agreement” means this Agreement, including the Schedules and all other documents referred to in this Agreement;

“Agreement Commencement Date” means the date for commencement of 1 Where the Service Provider is not a limited company refer to Legal Services for advice as to appropriate Attestation (page.

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“Assigned Employees”

this Agreement specified in Schedule 1;

means the employees of the Service Provider engaged in the provision of the Services (if any) at the date on which this Agreement is terminated or expires in accordance with its terms.

“Authority’s Data”

“Charges”

means all information and documentation provided by the Authority to the Service Provider pursuant to and in connection with this Agreement;

means the charges payable by the Authority, in consideration of the due performance of the Services, as specified or calculated in accordance with the pricing schedule;

“Confidential Information” means all information (whether written or oral) that by its nature may reasonably be regarded as confidential by the Authority (whether commercial, financial, technical or otherwise) including information which relates to the business affairs, customers, suppliers, products, and/or software, telecommunications, networks, trade secrets, know-how or personnel of the Authority;

“Contract Information” (i) this Agreement in its entirety (including from time to time agreed changes to the Agreement); and

(ii) data extracted from the invoices submitted pursuant to Clause 5 which shall consist of the Service Provider’s name, the expenditure

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“Contract Manager”

“FOI Legislation”

account code, the expenditure account code description, the document number, the clearing date and the invoice amount;

means the Authority’s Contract Manager identified in Schedule1.

means the Freedom of Information Act 2000, all regulations made under it and the Environmental Information Regulations 2004 and any amendment or re-enactment of any of them; and any guidance issued by the Information Commissioner, the Department for Constitutional Affairs or the Department for Environment Food and Rural Affairs (including in each case its successors or assigns) in relation to such legislation;

“Force Majeure Event”

“Information”

means any of the following: riot, civil unrest, war, act of terrorism, threat or perceived threat of act of terrorism, fire, earthquake, extraordinary storm, flood, abnormal weather conditions or other natural catastrophe or strikes, lock-outs or other industrial disputes to the extent that such event has materially affected the ability of the Party relying on the Force Majeure Event (“Affected Party”) to perform its obligations in accordance with the terms of this Agreement but excluding any such event insofar as it arises from or is attributable to the wilful act, omission or negligence of the Affected Party or the failure on the part of the Affected Party to take reasonable precautions to prevent such Force Majeure Event or its impact;

means information recorded in any 29


“Information Request”

form held by the Authority or by the Service Provider on behalf of the Authority;

means a request for any Information under the FOI Legislation;

“Insolvency Event” means any of the following:

(a) the Service Provider making any voluntary arrangement with its creditors or becoming subject to an administration order;(b) a receiver, administrative receiver, manager, or administrator being appointed over all or part of the business of the Service Provider;

(c) being a company, the Service Provider having passed a resolution for its winding-up or being subject to a petition for its winding-up (except for the purposes of a voluntary amalgamation, reconstruction or other re-organisation without insolvency);

(d) the Service Provider ceasing or threatening to cease to carry on its business for any reason and/or being unable to pay its debts within the meaning of the Insolvency Act 1986;

(e) being a firm or partnership, upon its dissolution;

(f) any similar event to those in (a) to (e) above occurring in relation to the Service Provider

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under the law of any applicable jurisdiction for those purposes;

“Intellectual Property Rights” means any patent, know-how, trade mark or name, service mark, design right (in each case whether registered or unregistered), copyright, rights in passing off, database right, rights in commercial or technical information, any other rights in any invention, discovery or process and any other intellectual property rights, whether registered or unregistered and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect in each case in the United Kingdom and anywhere else in the world;

“Key Personnel” means the Service Provider’s key personnel named as such in Schedule 1;

“Losses” means all costs (including legal costs and costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings and judgments;

“Milestone” means an event which is the completion of one or more of the specified activities as may be set out in the Project Plan in the specification;

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“Parties”

“Prohibited Act”

means the Authority and the Service Provider (including their successors and permitted assignees) and “Party” shall mean either of them as the case may be;means the offering or giving to any person, any gift or consideration of any kind as an inducement or reward for doing or forbearing to do, or for having done, any act in relation to the obtaining or execution of thisAgreement except in the respect of payments made to the Service Provider in the normal course of this Agreement; or showing or forbearing to show, favour or disfavour to any person in relation to this or any other contract with the Authority; or in relation this Agreement; or committing any offence under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010 or any related legislation or any of the money laundering related offences listed in the Public Agreement Regulations 2006 or giving any fee or reward, the receipt of which is an offence under sub-section (2) of Section 117 of the Local Government Act 1972.

“Project Plan” means the plan (if any) in the specification in relation to the performance and timing of the Services which may include Milestones;

“Services” means:(a) all or any part of the services

to be provided to, or activities to be undertaken and completed for, the Authority by the Service Provider in the specification including any

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“Service Provider’s Personnel”

“Service Provider’sRepresentative”

variations to such services and/or activities pursuant to Clause 40; and

(b) any responsibilities, services, or functions which may be reasonably regarded as incidental to the Services or activities and which may be reasonably inferred;

means all such employees, officers, suppliers, sub-Service Providers and agents of the Service Provider as are engaged in the performance of any of the Services and including the Key Personnel;

means the Service Provider’s Representative identified in Schedule 1.

“Specification” means the Specification (if any) and other requirements set out in the specification;;

“Term”

“Transferring Employee”

means the period during which this Agreement continues in force as set out in Schedule 1;

means the employees of the Authority providing the Services or equivalent to the Services immediately before the Commencement Date of this Agreement who were engaged wholly or mainly in connection with the provision of Services (in whole or in part) and such employees as may be

33


transferred to the Authority or a Replacement Service Provider upon termination (or partial termination) or upon expiry of this Agreement.

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any tax replacing the same or of a similar nature.

“Working Day” means any day excluding Saturdays, Sundays or public or bank holidays in England;

1.2 a reference to the singular includes the plural and vice versa, and a reference to any gender includes all genders;

1.3 a reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended or re-enacted by any subsequent statute, enactment, order, regulation or instrument and shall include all statutory instruments or orders made pursuant to it whether replaced before or after the date of this Agreement;

1.4 a reference to any document other than as specified in Clause 1.3 and save as expressed otherwise shall be construed as a reference to the document as at the date of execution of this Agreement;

1.5 headings are included in the Agreement for ease of reference only and do not affect the interpretation or construction of the Agreement;

1.6 references to Clauses and Schedules are, unless otherwise provided, references to Clauses of, and Schedules to, the Agreement and any reference to a paragraph in any Schedule shall, in the absence of provision to the contrary, relate to the paragraph in that Schedule;

1.7 in the event, and only to the extent, of any conflict between the Clauses and the Schedules, the Clauses prevail, except where the conflicting part of the Schedule is explicitly expressed to take precedence or to be of equal importance to the applicable Clause(s).

1.8 except as otherwise expressly provided in this Agreement, and subject to Clause 1.7, if there is any inconsistency between any of these Clauses or the Schedules, or any other document referred to in or incorporated into this Agreement the order of priority for the purposes of construction is:

1.8.2 the Clauses;

1.8.3 the Schedules;

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1.8.4 any other document referred to in or incorporated by reference into this Agreement.

1.9 the Schedules form part of the Agreement and will have the same force and effect as if expressly set out in the body of the Agreement;

1.10 the expression “person” means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture; and

1.11 the words “including”, “includes” and “included” will be construed without limitation unless inconsistent with the context.

2. COMMENCEMENT AND DURATION

This Agreement commences on the Agreement Commencement Date and continues in force for the Term unless terminated earlier, either in whole or in part, in accordance with this Agreement.

3. SERVICES

3.1 The Service Provider acknowledges that it has sufficient information about the Authority, the Services and the Specification (if any) and that it has made all appropriate and necessary enquiries to enable it to perform the Services.

3.2 The Service Provider shall provide the Services:

3.2.1 with the high degree of skill, care and diligence normally exercised by recognised professional firms or by highly skilled and experienced Service Providers providing services of a similar scope, type and complexity as the Services in this Agreement and with sufficient resources including project management resources;

3.2.2 in compliance in all respects with the Specification and so that the Services fulfil the purpose indicated by or to be reasonably inferred from the Specification; and

3.2.3 in a safe manner and free from any unreasonable or avoidable risk to any person’s health and well-being and in an economic and efficient manner.

3.3 The Service Provider shall comply with all lawful and reasonable directions of the Authority relating to its performance of the Services.

4. CHARGES

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4.1 The Service Provider shall invoice the Authority in accordance with the procedures set out in Clause 5 and in consideration of, and subject to the due performance of the Services by the Service Provider, the Authority shall pay the Service Provider the Charges in accordance with those procedures.

4.2 The Service Provider is not entitled to reimbursement for expenses unless

such expenses are specified in the pricing schedule or have been incurred with the prior written consent of the Authority, in which case the Service Provider shall supply appropriate evidence of expenditure in a form acceptable to the Authority.

4.3 All Charges exclude any VAT which may be chargeable, which will be payable

in addition to the sum in question at the rate and in the manner for the time being prescribed by law on delivery of a valid VAT invoice.

5. PAYMENT PROCEDURES AND APPROVALS

5.1 The Service Provider shall invoice the Authority in respect of the Charges monthly in arrears during or at such dates or at the end of such other periods as may be specified the pricing schedule.

5.2 It is a condition precedent of the submission of an invoice on completion of a milestone that all preceding milestones specified in the specification have been completed.

5.3 The Service Provider shall submit invoices to the address set out in Schedule 1, each such invoice shall contain all information required by the Authority including the Authority’s Account Details, the Service Provider’s name and address, a separate calculation of VAT and a brief description of the Services provided. Invoices shall be clear, concise, accurate, and adequately descriptive to avoid delays in processing subsequent payment.

5.4 In the event of a variation to the Services in accordance with this Agreement that involves the payment of additional fees or charges to the Service Provider, the Service Provider shall identify these separately on the relevant invoice.

5.5 If the Authority considers that the Charges claimed by the Service Provider in any invoice have:

5.5.1 been correctly calculated and that such invoice is otherwise correct, the invoice shall be approved and payment shall be made by bank transfer (Bank Automated Clearance System (BACS)) or such other method as the Authority may choose from time to time within 30 days of receipt of such invoice or such other time period as may be specified in the pricing schedule; or

5.5.2 not been calculated correctly and/or if the invoice contains any other error or inadequacy, the Authority shall notify the Service Provider and the Parties shall work together to resolve the error or inadequacy. Upon resolution, the Service Provider shall submit a revised invoice to the Authority.

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5.6 No payment made by the Authority (including any final payment) or act or omission or approval by the Authority or its Contract Manager (whether related to payment or otherwise) shall:

5.6.1 indicate or be taken to indicate the Authority’s acceptance or approval of the Services or any part of them or any act or omission of the Service Provider, or otherwise prejudice any rights, powers or remedies which the Authority may have against the Service Provider or absolve the Service Provider from any obligation or liability imposed on the Service Provider; or

5.6.2 prevent the Authority from recovering any amount overpaid or wrongfully paid including payments made to the Service Provider by mistake of law or fact. The Authority shall be entitled to withhold such amount from any sums due or which may become due to the Service Provider or the Authority may recover such amount as a debt due under this Agreement.

6. SERVICE PROVIDER’S WARRANTIES

6.1 The Service Provider warrants and represents that:

6.1.1 it has the full capacity and has taken all steps and obtained all approvals, consents and licences required to enable it to lawfully enter into and perform each of its obligations under this Agreement;

6.1.2 this Agreement shall be executed by its duly authorised representatives;

6.1.3 the information supplied by the Service Provider in the Tender is true and accurate in all material respects;

6.1.4 there are no material facts or circumstances in relation to the financial position or operational constitution of the Service Provider which have not been fully and fairly disclosed to the Authority and which, if disclosed, might reasonably have been expected to affect the decision of the Authority to enter into this Agreement; and

6.1.5 it has not committed any Prohibited Act.

7. CONTRACT MANAGEMENTError: Reference source not found7.1 The Authority authorises its Contract Manager to act as its Authorised

Representative for all purposes in connection with this Agreement and the Service Provider shall deal with the Contract Manager (or his or her Nominated Representative) in respect of all matters arising under this Agreement.

7.2 The Service Provider shall appoint a Service Provider’s Representative who shall be duly authorised for all purposes in connection with this Agreement and

37


the Service Provider shall provide the Key Personnel. The Service Provider’s Representative and the Key Personnel shall:

7.2.1 diligently supervise the performance of the Services;

7.2.2 attend all contract meetings with the Authority the location, frequency and time of which may be specified by the Contract Manager; and

7.2.3 be available to the Authority to resolve any issues arising in connection with this Agreement at such time periods as may be specified by the Contract Manager.

7.3 The Service Provider may only make any changes to the Service Provider’s Representative or Key Personnel (except in the event of sickness, incapacity or resignation) with the prior consent of the Authority which shall not be unreasonably withheld.

7.4 No act of or omission by or approval from the Authority or its Contract Manager in performing any of their respective duties under or in connection with this Agreement shall in any way operate to relieve the Service Provider of any its duties, responsibilities, obligations or liabilities under this Agreement.

8. HEALTH AND SAFETY

8.1 The Service Provider shall have regard to the Authority’s Health and Safety policies and safe working practices when preparing its own statements copies of which are available to download on request to the Authority.

8.2 Whilst on the Authority’s owned premises the Service Provider shall require its employees, agents and/or sub-Service Providers to comply with the reasonable directions and requirements of the Authority’s safety advisers.

8.3 The Service Provider shall nominate a senior manager to be responsible for ensuring that all Health and Safety matters arising from the provision of the Services under this Agreement are dealt with in accordance with the Service Provider’s approved Health and Safety Policy and the Health and Safety at Work Act 1974.

8.4 The Service Provider shall conduct the Services so as to eliminate or minimise so far as is reasonably practicable any health and safety risks to members of the public, the Authority’s employees and the Contractor’s employees and other staff carrying out the Services.

8.5 The Service Provider shall direct its employees, agents and sub-contractors to comply with the Health and Safety Policy and shall conduct regular reviews and audits of that policy to ensure that the provision of the Services is made in accordance with it. In the event that there are revisions of the Health and Safety Policy these must be notified to the Authority in writing 10 Working Days prior to the proposed alteration to the Health and Safety Policy coming into effect and the Authority shall be entitled to challenge such alteration to the

38


Health and Safety Policy if in its discretion it considers that a change in any way dilutes the minimum standard set out in the Health and Safety Policy.

9. STAFF AND KEY PERSONNEL

9.1 Service Provider’s Staff

9.1.1 The Service Provider shall at all times during the Term ensure that its employees engaged in the provision of the Services have sufficient skill and ability and have been properly trained in order to carry out the Services in accordance with this Agreement;

9.1.2 The Service Provider shall at all times be fully responsible for the payment of full income or other taxes national insurance contributions or levies of any kind relating to or arising out of the employment of any person engaged by the Service Provider in the performance of the Services and shall indemnify the Authority in respect of any liabilities which may arise to the Authority as a result of the failure by the Service Provider to comply with the obligation in this Clause 9.1.2; and

9.1.3 The Authority shall be entitled to notify and require the Service Provider to discipline or remove from the performance of the Services any employee of the Service Provider engaged in the provision of the Services. The Authority shall not be liable to either the Service Provider or to such an employee for any claims arising from any disciplinary action or removal as a result of the Authority’s notice to the Service Provider and the Service Provider shall indemnify the Authority against any such claims.

10. EQUIPMENT AND MATERIALS

10.1 Regardless of whether or not the Service Provider’s equipment and materials are located at the Authority’s Premises, risk in all Service Provider’s Equipment and Materials (including any of its sub-contractors) shall be with the Service Provider at all times and all other equipment and materials forming part of the Services (title to which will pass to the Authority) shall be with the Service Provider until payment of the Services in accordance with this Agreement.

10.2 The Service Provider shall ensure that all its equipment and materials meet all minimum safety standards required from time to time by law.

11. PERFORMANCE AND MONITORING

11.1 Performance Standards

The Service Provider shall throughout the Term perform the Services so as to meet the minimum performance standards set out for the Services in the specification.

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11.2 Review and Monitoring of Performance2

The performance of the Services shall be subject to monitoring by the Authority and through the performance management and monitoring procedure which may set out in the specification; or otherwise agreed between the Contract Manager and the Service Provider’s Representative.

12. RECORDS, AUDIT AND INSPECTION

12.1 The Service Provider shall and shall procure that its sub-contractors shall:

12.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the Service Provider’s obligations under this Agreement and all transactions entered into by the Service Provider for the purposes of this Agreement including time-sheets for the Service Provider’s Personnel where such records are material to the calculation of the Charges (“Records”);

12.1.2 retain all Records during the Term and for a period of not less than 6 years (or such longer period as may be required by law) following termination or expiry of this Agreement (“Retention Period”).

12.2 The Authority and any person nominated by the Authority has the right to audit any and all Records at any time during the Retention Period on giving to the Service Provider what the Authority considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect of the Service Provider’s performance of the Services and the Service Provider shall give all reasonable assistance to the Authority or its nominees in conducting such inspection, including making available documents and staff for interview.

13. SET-OFF

The Authority shall be entitled at any time to set off any liability of the Service Provider to the Authority against any liability of the Authority to the Service Provider.

14. INDEMNITIES

14.1 Subject to Clause 14.2, the Service Provider is responsible for and shall indemnify, keep indemnified and hold harmless the Authority (including its employees, sub-contractors and agents) (“the Indemnified Party”) against all Losses which the Indemnified Party incurs or suffers as a consequence of any direct or indirect breach or any negligent performance of this Agreement by the Service Provider (or any of its employees, agents or sub-Service Providers) including in each case any non-performance or delay in performance of this Agreement or of any breach of statutory duty, misrepresentation or misstatement by the Service Provider or any of its employees or sub-Service Providers.

2 Standards and Performance management regime to be set out in Schedule 2 including KPIs.40


14.2 The Service Provider is not responsible for and shall not indemnify the Authority for any Losses to the extent that such Losses are caused by any breach or negligent performance of any of its obligations under this Agreement by the Authority and/or any of its employees or agents.

14.3 Notwithstanding any other provision of this Agreement, neither Party limits or excludes its liability for fraud or fraudulent misrepresentation or for death or personal injury caused by its negligence.

15. INSURANCE3

15.1 The Service Provider shall at all times have in force with reputable insurers or underwriters, approved by the Authority, the following insurances for the period of the Term of this Agreement:

15.1.1 Public liability insurance with a limit of indemnity of not less than £5 million in relation to any one claim;

15.1.2 Employers liability insurance with a limit of indemnity of not less than £10 million in relation to any one claim;

15.1.3 Professional indemnity insurance with a limit of indemnity of not less than £5 million or, where professional indemnity insurance is not available, a “financial loss” extension to the product liability insurance referred to in Clause 17.1.4; and

15.1.4 All other insurances required by law.

15.2 The Service Provider shall notify the Contract Manager as soon as reasonably practicable upon the notification of any event which may give rise to a claim of more than ten thousand pounds (£10,000) sterling.

15.3 The Service Provider shall, prior to the Commencement Date of this Agreement and thereafter annually, on the anniversary of the Commencement Date and at any other reasonable times as the Contract Manager may require supply the Contract Manager with evidence of all of the insurance policies referred to in clause 15.1.

15.4 In the event that in the opinion of the Contract Manager any policies of insurance referred to in Clause 15.1 do not effect sufficient cover to comply with this Agreement then the Contract Manager shall be entitled to notify the Service Provider of the Authority’s requirement for the Service Provider to effect any such insurances as will ensure that the Service Provider complies with its obligation in terms of Clause 15.1. Upon receipt of such notice the Service Provider shall immediately procure and affect such insurance as notified by the Contract Manager.

15.5 In the event that the Service Provider does not affect such insurance the Authority may take out such insurance on behalf of the Authority in which case

3 Confirm with Insurance advisor the type and level of Insurance cover required and any special terms in relation to the Services.

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the Service Provider shall pay on demand the cost to the Authority of taking out such insurance.

16. AUTHORITY’S DATA

16.1 The Service Provider acknowledges the Authority's ownership of Intellectual Property Rights which may subsist in the Authority’s Data. The Service Provider shall not delete or remove any copyright notices contained within or relating to the Authority’s Data.

16.2 The Service Provider and the Authority shall each take reasonable precautions (having regard to the nature of their other respective obligations under this Agreement) to preserve the integrity of the Authority’s Data and to prevent any corruption or loss of the Authority’s Data.

17. INTELLECTUAL PROPERTY RIGHTS

17.1 Save as the Parties may otherwise agree (in writing), the Service Provider hereby assigns with full title guarantee to the Authority all Intellectual Property Rights in all documents, drawings, computer software and any other work or data prepared or developed by and on behalf of the Service Provider in the provision of the Services (“the Products”) provided that such assignment shall not include items not prepared or developed specifically for the purposes of providing the Services.

17.2 The Service Provider shall provide the Authority with copies of all materials relied upon or referred to in the creation of the Products with a perpetual, irrevocable, royalty-free and transferable licence free of charge to use such materials in connection with the use of the Products.

18. PERSONAL DATA

The Service Provider shall comply with all of its obligations under the Data Protection Act 1998 and, if Processing Personal Data (as such terms are defined in section 1(1) of that Act) on behalf of the Authority, shall only carry out such Processing for the purposes of providing the Services in accordance with this Agreement and shall act in accordance with instructions from the Authority.

19. CONFIDENTIALITY

19.1 Subject to Clauses 18 and 19.6, the Service Provider shall keep confidential:

19.1.1 the terms of this Agreement and any agreed variation thereto; and

19.1.2 all Confidential Information that it may acquire in relation to the Authority.

19.2 The Service Provider will not use the Authority’s Confidential Information for any purpose other than to perform its obligations under this Agreement. The Service Provider will ensure that its officers, employees and sub-contractors will comply with the provisions of Clause 19.1.

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19.3 The obligations of the Service Provider set out in Clause 19.1 shall not apply to any Confidential Information which:

19.3.1 either of the Parties can demonstrate is in the public domain (other than as a result of a breach of this Clause 18); or

19.3.1 a Party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.

19.4 The Service Provider shall keep secure all data and materials containing any information in relation to the Agreement and its performance.

19.5 The Service Provider shall not communicate with representatives of the general or technical press, radio, television or other communications media in relation to the existence of the Agreement or that it is providing the Services to the Authority or in relation to any matter under or arising from the Agreement unless granted consent in writing by the Authority. The Authority shall have the right to approve any public announcement before it is made.

19.6 The Authority may in its absolute discretion redact all or part of the Contract Information prior to its publication. In so doing, and in its absolute discretion, the Authority may take account of the exemptions that would be available in relation to information requested under the FOI Legislation. The Authority may, in its absolute discretion, consult with the Service Provider regarding any redactions to the Contract Information to be published pursuant to this Clause 19.6. The Authority shall make the final decision regarding publication and/or redaction of the Contract Information.

20. FREEDOM OF INFORMATION

20.1 The Service Provider acknowledges that the Authority:

20.1.1 is subject to the FOI Legislation and agrees to assist and co-operate with the Authority to enable the Authority to comply with its obligations under the FOI Legislation; and

20.1.2 may be obliged under the FOI Legislation to disclose Information without consulting or obtaining consent from the Service Provider.

20.2 Without prejudice to the generality of Clause 20.1, the Service Provider shall and shall procure that its sub-contractors (if any) shall:

20.2.1 transfer to the Contract Manager (or such other person as may be notified by the Authority to the Service Provider) each Information Request relevant to this Agreement or the Services that it or they (as the case may be) receive as soon as practicable and in any event within 2 Working Days of receiving such Information Request; and

20.2.2 in relation to Information held by the Service Provider on behalf of the Authority, provide the Authority with details about and/or copies

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of all such Information that the Authority requests and such details and/or copies shall be provided within 5 Working Days of a request from the Authority or such other period and in such forms as the Authority may reasonably specify.

20.3 The Authority shall be responsible for determining whether Information is exempt information under the FOI Legislation and for determining what Information will be disclosed in response to an Information Request in accordance with the FOI Legislation. The Service Provider shall not itself respond to any person making an Information Request, save to acknowledge receipt, unless expressly authorised to do so by the Authority.

21. TERMINATION 21.1 Without prejudice to the Authority’s right to terminate at common law, the

Authority may terminate this Agreement immediately upon giving notice to the Service Provider, if the Service Provider:

21.1.1 has committed any material or persistent breach of this Agreement and, in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Working Days (or such other period as specified in writing by the Authority) from the date of written notice to the Service Provider giving details of the breach and requiring it to be remedied; or

21.1.2 is subject to an Insolvency Event; or

21.1.3 commits a breach of Clause 6 (Service Provider’s Warranties); or

21.1.4 commits a breach of Clause 19 (Confidentiality); or

20.1.5 commits a Prohibited Act; or

20.1.6 commits a breach of Clause 39 (Assignment, Sub-contracting and Change of Ownership).

21.2 Force majeure

21.2.1 Neither Party shall be in breach of any obligation under this Agreement if it is unable to perform that obligation in whole or in part by reason of a Force Majeure Event.

21.2.2 If either Party seeks to rely on this Clause it shall immediately give notice to the other with full particulars of the act or matter claimed as a Force Majeure Event. The Party so affected shall take all reasonable steps to remedy the failure to perform and to keep the other Party informed of the steps being taken to mitigate the effects of the Force Majeure Event.

21.2.3 Without prejudice to any accrued rights or remedies, if a Force Majeure Event lasts for more than 30 Working Days either Party

44


may, following consultation with the other Party, give notice of termination of this Agreement.

21.3 Replacement Service Provider

21.3.1 In the event that the Authority terminates this Agreement and any in accordance with Clause 20.1, then the Service Provider shall indemnify the Authority in respect of procuring the performance of the Services by a Replacement Service Provider in accordance with Clause 21.3.2.

21.3.2 On termination of this Agreement under clause 21.1, the Authority may enter into any agreement with any third party or parties to provide any or all of the Services and the Service Provider shall be liable for all additional expenditure (“Costs”) reasonably incurred by the Authority in having such services carried out including, but not limited to, direct loss and expense, legal and other costs and damages incurred in consequence of such termination. The Authority may deduct such Costs from the Fees and Charges or otherwise recover such Costs from the Service Provider as a debt due.

22. CONSEQUENCES OF TERMINATION AND EXPIRY

22.1 Upon termination, the Service Provider shall continue to provide the Services in accordance with the terms of this Agreement and will ensure that there is no degradation in the standards of the Services until the expiry of the termination period and, for a reasonable time thereafter, shall answer such questions from the Authority’s Contract Manager as may be relevant to the transfer of the Services to a Replacement Service Provider.

22.2 Notwithstanding the provisions of Clause 19 (Confidentiality) whenever the Authority chooses to put out to tender for a Replacement Service Provider some or all of the Services, the Service Provider shall disclose to tenderers such information concerning the Services as the Authority may require for the purposes of such tender. The Service Provider may impose upon any recipient of such information such obligations of confidentiality as it may reasonably require.

22.3 The termination or expiry of this Agreement shall not prejudice or affect any right, power or remedy which has accrued or shall accrue to the Parties prior to or after such termination or expiry.

22.4 Upon termination (howsoever caused) or expiry of this Agreement:

22.4.1 the Service Provider shall at the request of the Authority immediately return to the Contract Manager all information (including but not limited to data (including personal data), data bases, lists, correspondence, documents, specifications) and property) belonging to the Authority which may be in its possession, custody or control as acquired or developed in connection with the performance of the Services; and

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22.4.2 the Authority shall (subject to its accrued rights of set off and deduction) pay the Service Provider any Fees or Charges remaining due in relation to any Services properly performed in accordance with this Agreement up to the date of termination or expiry calculated so far as is possible in accordance with Clause 5 or as otherwise reasonably determined by the Authority.

23. DISPUTE RESOLUTION

23.1 The Authority and the Service Provider shall use all reasonable endeavours to negotiate in good faith and settle any dispute or difference (“Dispute”) that may arise out of or relate to this Agreement before issuing proceedings in the High Court.

23.2 If the Dispute is not settled through discussion between the Contract Manager and a representative of the Service Provider within a period of 10 Working Days of the date on which the Dispute arose, the Parties may refer the Dispute in writing to a director or chief executive (or equivalent) (“Senior Personnel”) of each of the Parties for resolution.

23.3 If the Dispute is not resolved within 20 Working Days of referral to the Senior Personnel, either Party may apply to the Centre for Effective Dispute Resolution (“CEDR”) in London to appoint a Mediator. The costs of the Mediator shall be borne equally by the Parties.

23.4 Where a Dispute is referred to mediation under Clause 23.3, the Parties will attempt to settle such Dispute by mediation in accordance with the model mediation procedures published by CEDR or such other procedure as the Mediator may recommend.

23.5 If the Parties reach agreement in mediation, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, shall be final and binding on the Parties.

23.6 If either Party refuses at any time to participate in the mediation procedure and in any event if the Parties fail to reach agreement on the Dispute within 40 Working Days of the service of the Mediation Notice either Party may commence proceedings in the High Court.

23.7 Unless otherwise instructed by the Authority, the Service Provider shall continue to provide the Services in accordance with this Agreement without delay or disruption while the Dispute is being resolved pursuant to this Clause 23.

23.8 Neither Party shall be prevented from seeking any order for specific performance or injunctive relief as a result of the provisions of this Clause 23 which shall not apply to any dispute where these or any other equitable remedies are sought.

24. DATA QUALITY

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All Data held by the Service Provider in connection with this Agreement shall be stored and processed in a compliant, comprehensive, up to date, accurate manner which conforms with the relevant industry standard for Data Quality. Upon any reasonable request from the Contract Manager, the Service Provider shall supply a copy of the Data within 2 Working Days of the requestor such other time as may be agreed by the Contract Manager (together with the means to read it where deemed necessary by the Authority).

25. BUSINESS CONTINUITY PLAN

25.1 The Service Provider shall have in place by the Commencement Date of this Agreement a Business Continuity Plan (“BCP”) a copy of which shall be provided to the Contract Manager. The BCP shall be current and up to date and prepared to British Standard 25999 or at least to an equivalent standard.

25.2 The BCP shall be maintained and regularly tested by the Service Provider throughout the Term of this Agreement. The results of such testing shall be forwarded to the Contract Manager within 5 Working Days of the test being completed. The Contract Manager shall then have the right within 20 Working Days, by written statement, to require reasonable alterations to the BCP to be made by the Service Provider at its expense should such alterations be judged by the Contract Manager as needed for sustaining the proper performance of the Services.

26. SUSTAINABILITY

The Service Provider shall make arrangements to secure continuous improvement in the way in which the Services are provided having regard to a combination of economy, efficiency and effectiveness and shall assist the Authority in discharging its Best Value Duty in relation to the Services and either Party may propose alternative methods for the improvement of the economy, efficiency and environmental aspects of the Services or the introduction of or change in any information technology in use to support the provision of the Services and the Parties will co-operate to evaluate and, if appropriate, introduce such proposals as a variation of this Agreement.

27. EQUALITY

27.1 The Service Provider is required to have in place an equal opportunities (Equalities) policy at the Commencement Date of this Agreement and throughout the Term and shall comply with the Equalities Act 2010 and any related and successor Legislation.

27.2 The Service Provider shall take all reasonable steps to secure that all of its employees do not unlawfully discriminate and comply with the Service Provider’s obligations under Clause 27.1.

27.3 In the performance of the Services and in its dealings with service users, the Authority’s employees and members of the general public the Service Provider shall comply and shall ensure that its employees comply with:

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27.3.1 the Human Rights Act 1998 as if the Service Provider was a public body (as defined in the Human Rights Act 1998);

27.3.2 all law relating to equal opportunities including without limitation relating to disability, discrimination, sex discrimination, and race relations; and

27.3.3 the Authority’s equal opportunities (Equalities) policies and

procedures as may be adopted and amended from time to time and as notified to the Service Provider.

28. DO NOT USE

29. WAIVER

29.1 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with the provisions of Clause 38. The single or partial exercise of any right, power or remedy under this Agreement shall not in any circumstances preclude any other or further exercise of it or the exercise of any other such right, power or remedy.

29.2 The rights of each Party under this Agreement may be exercised as often as that Party considers appropriate, are cumulative and apply in addition to their rights under the general law and may be waived only in writing and specifically. Not exercising or delay in exercising any right is not a waiver of that right.

30. SEVERABILITY

30.1 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the proper law of this Agreement that shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement and the other terms and provisions of this Agreement shall remain valid and enforceable so long as the legal substance of the transactions contemplated thereby is not affected in any manner adverse to any Party.

30.2 Upon the determination by a court of competent jurisdiction that any provision is invalid, illegal or unenforceable the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated thereby are fulfilled to the fullest extent possible.

31. THIRD PARTY RIGHTS

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No third party or other person who is not a Party to this Agreement may enforce any of its terms under the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 which is hereby expressly excluded.

32. SUCCESSORS

The provisions of this Agreement shall be binding on any successors of the Parties.

33. AUTHORITY’S STANDING ORDERS

The Service Provider shall comply with all the requirements of the Authority’s standing orders for the time being enforced which are available for inspection during normal working hours by prior appointment with the Contract Manager at the Authority’s normal address.

34. NO AGENCY OR PARTNERSHIP

Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the Parties. Except as expressly provided in this Agreement, neither Party shall be deemed to be the agent of the other, nor shall either Party hold itself out as the agent of the other.

35. ANTI-BRIBERY

35.1 The Service Provider shall not offer or give, or agree to give, to the Authority or any other public body or any person employed by or on behalf of the Authority or any other public body any gift or consideration of any kind as an inducement or reward for doing, refraining from doing or for having done or refrained from doing any act in relation to the obtaining or execution of this Agreement or any other agreement with the Authority or any other public body or for showing or refraining from showing favour or disfavour to any person in relation to this Agreement.

35.2 The Service Provider warrants that it has not paid commission or agreed to pay commission to the Authority or any other public body or any person employed by or on behalf of the Authority or any other public body in connection with this Agreement.

35.3 The Service Provider shall if so requested provide the Authority with any

reasonable assistance to enable it to perform any activity required by any relevant government department or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010 and any related or successor legislation.

36. PREVENTION OF FRAUD

The Service Provider shall take all reasonable steps to prevent a fraud by its employees, servants, agents and/or sub-contractors in connection with the receipt of monies under this Agreement. The Service Provider shall notify the

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Authority immediately if it has reason to suspect that any Prohibited Act has occurred or is occurring or is likely to occur.

37. SURVIVAL OF TERMS

Nothing in this Agreement shall affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication to come into force or continue in force upon termination or expiry of this Agreement.

38. NOTICES

38.1 Any notice, demand or communication in connection with this Agreement will be in writing and may be delivered by hand, post or email and if by post must be addressed to the recipient at its registered office, the address stated in Schedule 1 or any other address (including an email address) notified to the other Party in writing in accordance with this Clause 38 as an address to which notices, invoices and other documents may be sent. The notice, demand or communication will be deemed to have been duly served:

38.1.1 if delivered by hand, at the time of delivery;

38.1.2 if delivered by post, 48 hours after being posted (excluding Saturdays, Sundays and public holidays); or

38.1.3 if delivered by email, at the time of transmission, provided that a confirming copy is sent by first class post to the other Party or Parties within 24 hours after transmission.

39. NO FETTER

Notwithstanding anything to the contrary in this Agreement, the Authority’s discretion in carrying out its statutory duties shall not be fettered or otherwise constrained or affected by any provision of this Agreement.

40. ASSIGNMENT AND SUB-CONTRACTING

40.1 The Service Provider shall not assign or sub-contract all or any part of the Services without the prior written consent of the Authority.

40.2 Where the Service Provider sub-contracts all or any part of the Services to any person, the Service Provider shall:

40.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Service Provider under this Agreement insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;

40.2.2 be responsible for payments to that person; and

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40.2.3 remain solely responsible and liable to the Authority for any breach of performance, non-performance, part-performance or delay in performance of any of the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Service Provider.

40.3 The Authority may assign, novate or otherwise transfer this Agreement (in whole or in part) without the consent of the Service Provider.

40.4 Within 10 Working Days of a written request from the Authority, the Service Provider shall at its own expense execute such agreement as the Authority or and/or may reasonably require to give effect to any such transfer of all or part of the rights and obligations under this Agreement to one or more persons nominated by the Authority.

41. VARIATION

41.1 This Agreement may only be varied or amended with the written agreement of both Parties to this Agreement.

41.2 Where the Authority and the Service Provider wish to vary or amend the Services the details of any variations or amendments shall be set out in the form at Schedule 2 and such variation or amendment shall not be binding upon the Parties unless the form is completed and executed by the duly authorised representatives of the Authority and the Service Provider.

42. FURTHER ASSURANCE

Each Party will do or procure the doing of all acts and things and execute or procure the execution of all such documents as the other Party reasonably considers necessary to give full effect to the provisions of this Agreement.

43. COSTS

Each Party will pay its own charges, costs and expenses in the performance of its own obligations in this Agreement and the negotiation, preparation and execution of this Agreement.

44. ENTIRE AGREEMENT

44.1 Subject to Clause 44.2:

44.1.1 this Agreement and any and all documents referred to in this Agreement contain all of the terms which the Parties have agreed relating to the subject matter of this Agreement which shall supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing relating to the provision of the Services. No Party has been induced to enter into this Agreement by a statement which it does not contain; and

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44.1.2 without prejudice to the Service Provider’s obligations under this Agreement, the Service Provider is responsible for and shall make no claim against the Authority in respect of any misunderstanding affecting the basis of the Service Provider’s tender in respect of this Agreement or any incorrect or incomplete information howsoever obtained.

44.2 Nothing in this Clause 44 excludes any liability which a Party would otherwise have in respect of any statement it has made fraudulently to the other Party.

45. LAW AND JURISDICTION

This Agreement shall be subject to and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.

IN WITNESS whereof this Agreement was executed and delivered as a Deed on the date above written

THE COMMON SEAL of )

[ ] BOROUGH COUNCIL )

was affixed to this Deed which was )

delivered when stated in the presence)

of:

……………………………………………………………

Authorised Signatory

EXECUTED as a Deed by )

The [SERVICE PROVIDER] acting by)

…………………………………………..Director

……………………………………………………………..Director/Secretary

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SCHEDULE 1 - KEY AGREEMENT INFORMATION

1. Agreement Reference Number: A172

2. Name of Service Provider:

3. Agreement Commencement Date: 8 June 2015

4. Term: 4 Years (The Council may hold the option to extend the contract period by two further periods of one year each)

5. The Authority’s Contract Manager:

Name: Mr Nick Vickers – Head of FinanceAddress: Swale Borough Council, Swale House, East Street,

Sittingbourne, Kent, ME10 3HTTel: 01795-417267 Email: [email protected]

6. The Service Provider’s Representative:

Name and Position:Address:Tel:Email:

7. The Service Provider’s Key Personnel:

Name and Position:Address:Tel:Email:

8. Address for service of notices and other documents in accordance with Clause 38:

For the Authority: [Head of Legal Partnership] at the Authority’s normal business address.

For the Service Provider:

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mailto:[email protected]


SCHEDULE 2 - VARIATION FORM

Agreement Parties: [to be inserted]

Variation Number: [to be inserted]

Authority’s Contact:

Name: [to be inserted]

Telephone: [to be inserted]

Email: [to be inserted]

Date: [to be inserted]

AUTHORITY FOR VARIATION TO THE SERVICES AND/OR CHARGES

Pursuant to Clause 41 (Variation), sub-clause 41.2 of the Agreement, authority is given for the variation to the Services and/or the Charges by duly authorised representatives of the Contracting Authority and the Service Provider. This form must be signed by the Service Provider and returned to the Authority’s Call-off Order Manager to confirm agreement of the variation shown below.

DETAILS OF VARIATION AMOUNT (£)

ALLOWANCE TO THE AUTHORITY

EXTRA COST TO THE AUTHORITY

TOTAL

...................................................................Signed for and on behalf the Authority

Name:

Job Title:

………………………………………………………………………………..Signed for and on behalf of the Service Provider

Name:

Job Title:

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APPENDIX B – STATEMENT RELATING TO GOOD STANDING

THIS MUST BE SIGNED FAILURE TO DO SO MAY LEAD TO EXCLUSION.

STATEMENT RELATING TO GOOD STANDING – GROUNDS FOR OBLIGATORY EXCLUSION (IN ELIGIBILITY) AND CRITERIA FOR REJECTION OF CANDIDATES - in accordance with Regulation 23 of the Public Contracts Regulations 2006

We confirm that, to the best of our knowledge, the organisation named below is not in breach of the provisions of Regulation 23 of the Public Contracts Regulations 2006 and in particular that:

Grounds for mandatory rejection (ineligibility)

The organisation named below (or its directors or any other person who has powers of representation, decision or control of such organisation) has not been convicted of any of the following offences:

(a) conspiracy within the meaning of section 1 of the Criminal Law Act 1977 where that conspiracy relates to participation in a criminal organisation as defined in Article 2(1) of Council Joint Action 98/733/JHA;

(b) corruption within the meaning of section 1 of the Public Bodies Corrupt Practices Act 1889 or section 1 of the Prevention of Corruption Act 1906;

(c) the offence of bribery;

(d) fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of:

(i) the offence of cheating the Revenue;

(ii) the offence of conspiracy to defraud;

(iii) fraud or theft within the meaning of the Theft Act 1968 and the Theft Act 1978;

(iv) fraudulent trading within the meaning of section 458 of the Companies Act 1985;

(v) defrauding the Customs within the meaning of the Customs and Excise Management Act 1979 and the Value Added Tax Act 1994;

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(vi) an offence in connection with taxation in the European Community within the meaning of section 71 of the Criminal Justice Act 1993; or

(vii) destroying defacing or concealing of documents or procuring the extension of a valuable security within the meaning of section 20 of the Theft Act 1968;

(e) money laundering within the meaning of the Money Laundering Regulations 2003; or

(f) any other offence within the meaning of Article 45(1) of the Public Sector Directive.

Discretionary grounds for rejection:The organisation named below (or its directors or any other person who has powers of representation, decision or control of such organisation) confirms that:

(a) being an individual is not bankrupt or has not had a receiving order or administration order or bankruptcy restrictions order made against him/her or has not made any composition or arrangement with or for the benefit of his/her creditors or has not made any conveyance or assignment for the benefit of his/her creditors or does not appear unable to pay or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland has not granted a trust deed for creditors or become otherwise apparently insolvent, or is not the subject of a petition presented for sequestration of his/her estate, or is not the subject of any similar procedure under the law of any other state;

(b) being a partnership constituted under Scots law has not granted a trust deed or become otherwise apparently insolvent, or is not the subject of a petition presented for sequestration of its estate;

(c) being a company or any other entity within the meaning of section 255 of the Enterprise Act 2002 has not passed a resolution or is not the subject of an order by the court for the company’s winding up otherwise than for the purpose of bona fide reconstruction or amalgamation, or has not had a receiver, manager or administrator on behalf of a creditor appointed in respect of the company’s business or any part thereof or is not the subject of the above procedures or is not the subject of similar procedures under the law of any other state;

(d) has not been convicted of a criminal offence relating to the conduct of his/her business or profession;

(e) has not committed an act of grave misconduct in the course of his/her business or profession;

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(f) has fulfilled obligations relating to the payment of social security contributions under the law of any part of the United Kingdom or of the relevant State in which the organisation is established;

(g) has fulfilled obligations relating to the payment of taxes under the law of any part of the United Kingdom or of the relevant State in which the economic operator is established;

(h) is not guilty of serious misrepresentation in providing any information required of him under this regulation;

(i) in relation to procedures for the award of a public services contract, is licensed in the relevant State in which he/she is established or is a member of an organisation in that relevant State when the law of that relevant State prohibits the provision of the services to be provided under the contract by a person who is not so licensed or who is not such a member.

Where applicable, the Candidate is registered with the appropriate trade or professional register(s) in the EU member state where it is established (as set out in Annex IX B of Directive 2004/18/EC) under the conditions laid down by that member state.

Tick here to agree to the aboveOrganisation's name

Authorised Signatory [ ]

Position

Date

Note: In the UK this condition is satisfied by registration with Companies House or a declaration on oath that the Candidate is carrying on business in the trade in question in the UK at a specific place of business and under a specific trading name.

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APPENDIX C – BRIBERY ACT POLICY

The reputation of Swale Borough Council and the trust and confidence of those with whom the council deal with are of fundamental.

Therefore Swale Borough Council condemns bribery and corruption in all its forms.

Swale Borough Council’s Bribery Act Policy explains the process through which the Council intends to maintain its high standards and to protect the organisation, employees, Members and business partners against any allegations of bribery and corruption. Compliance with the Policy is important.

By signing this form of tender and declarations you confirm that you have read, understood and agree to comply with Swale Borough Council’s Bribery Act Policy. Appendix C

In this certificate, the word ‘person’ includes any persons or anybody 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 MONTH YYYY]

Signature …………………………………………………………………………..

For and on behalf of (Name of Organisation) [COMPANY NAME]

(Status of signatory (e.g. Partner or Director) STATUS OF SIGNATORY

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http://www.swale.gov.uk/assets/Procurement/Procurement-Policies/Bribery-Act-Policy.pdf

http://www.swale.gov.uk/assets/Procurement/Procurement-Policies/Bribery-Act-Policy.pdf


APPENDIX D – SWALE BOROUGH COUNCIL’S ANNUAL INVESTMENT STRATEGY

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APPENDIX E – SWALE BOROUGH COUNCIL’S TREASURY MANAGEMENT REPORT 2013/14

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APPENDIX F – SWALE BOROUGH COUNCIL’S HALF YEAR TREASURY MANAGEMENT REPORT 2014/15

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APPENDIX G – SWALE BOROUGH COUNCIL’S 2013/14 ACCOUNTS

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