RE-TENDERING AND HANDOVER. 36.1 Within 21 days of being so requested by the Authority‟s Representative, the Contractor shall provide, and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents for the future provision of the Project. 36.2 Where, in the opinion of the Authority, the Transfer of Undertakings (Protection of Employment) Regulations 1981 are likely to apply on the termination of expiration of the Contract, the information to be provided by the Contractor under Condition 36.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: 36.2.1 the number of staff who would be transferred, but with no obligation on the Contractor to specify their names; 36.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment; 36.2.3 the general terms and conditions applicable to those members of staff, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits. 36.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 is given only to service providers who have qualified to tender for the future provision of the Project. 36.4 The Authority shall require that all potential providers treat the information in confidence; that they do not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose. 36.5 The Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.2 36.6 The Contractor shall not – 36.6.1 at any time during the Agreement, including any extension, move any staff into the undertaking or relevant part of the undertaking which provides the Project, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Agreement; or 36.6.2 make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, which is inconsistent with the Contractor‟s established employment and remuneration policies. 36.7 Where, in the opinion of the Authority, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right: 36.7.1 to make representations to the Contractor against the change or proposed change; 36.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and 36.7.3 if the Contractor has not remedied the breach to the satisfaction of the Authority by the end of the period of 30 days, to terminate the Agreement by reason of the default of the Contractor, in accordance with Condition 23.2. 36.8 The Contractor shall allow access to his premises, in the presence of the Authority‟s Representative, to any person representing any potential provider whom the Authority has selected to tender for the future provision of the Project. 36.9 For the purpose of access to the premises in accordance with Condition 36.8, the Authority shall give the Contractor 7 days‟ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor‟s security procedures, subject to such compliance not being in conflict with the objectives of the visit. 36.10 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Agreement. This co- operation, during the setting up operations period of the new Contractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements. 36.11 Within 10 working days of being so requested by the Authority‟s representative, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the Project. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
Appears in 10 contracts
Samples: Research and Development Agreement, Research and Development Agreement, Research and Development Agreement
RE-TENDERING AND HANDOVER. 36.1 28.1 Within 21 days of being so requested by the Authority‟s RepresentativeAuthority, the Contractor shall provide, provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents invitations to offer for the future provision of the ProjectServices.
36.2 Where, in the opinion of the Authority, the Transfer of Undertakings (Protection of Employment) Regulations 1981 are likely to apply on the termination of expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular:
36.2.1 the number of staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 the general terms and conditions applicable to those members of staff, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits.
36.3 28.2 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Clause 28.1 is given only to service providers Replacement Contractors who have qualified to tender offer for the future provision of the Project.
36.4 services. The Authority shall require that all potential providers such Replacement Contractors shall treat the that information in confidence; , that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender offer issued by the Authority; Authority and that they shall not use it for any other purpose.
36.5 The 28.3 Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information information, which the Contractor is required to provide under Condition 36.2
36.6 The Contractor shall not –
36.6.1 at any time during the Agreement, including any extension, move any staff into the undertaking or relevant part of the undertaking which provides the Project, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Agreement; or
36.6.2 make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, which is inconsistent with the Contractor‟s established employment and remuneration policiesClause 28.2.
36.7 Where, in the opinion of the Authority, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right:
36.7.1 to make representations to the Contractor against the change or proposed change;
36.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 if the Contractor has not remedied the breach to the satisfaction of the Authority by the end of the period of 30 days, to terminate the Agreement by reason of the default of the Contractor, in accordance with Condition 23.2.
36.8 28.4 The Contractor shall allow access to his premisesthe Sites, in the presence of a representative of the Authority‟s RepresentativeAuthority, to any person representing any potential provider Replacement Contractor whom the Authority has selected to tender offer for the future provision of the Project.
36.9 services. For the purpose of access to such access, where the premises in accordance with Condition 36.8site is on the Contractor‟s premises, the Authority shall give the Contractor 7 seven days‟ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance .
28.5 All persons who attend the Contractor‟s premises for the purposes of Clause 28.4 shall be subject to compliance comply with the Contractor‟s security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 28.6 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting up operations period of the new Replacement Contractor, shall extend to allowing full access to, and providing copies of, of all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. The Authority shall require that such Replacement Contractors shall keep and treat as confidential any Contractor Confidential Information in accordance with its obligations under Clause 34.
36.11 28.7 Within 10 ten working days of being so requested by the Authority‟s representativeAuthority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordingrecordings, documentation, planning and drawing drawings held on software and utilised in the provision of the Projectservices. The transfer shall be made in a fully indexed and catalogued disk format, format to operate on a proprietary software package identical to that used by the Authority. The Authority shall keep and treat as confidential any Contractor Confidential Information contained therein in accordance with its duties under Clause 34.
Appears in 3 contracts
Samples: Contract for the Provision of Educational Inputs to the NHS Graduate Management Training Scheme, Contract for the Provision of Educational Inputs to the NHS Graduate Management Training Scheme, Contract for the Provision of Educational Inputs to the NHS Graduate Management Training Scheme
RE-TENDERING AND HANDOVER. 36.1 18.1 Within 21 twenty-one days of being so requested by the Authority‟s Authority’s Representative, the Contractor shall provide, and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents for the future provision of the ProjectServices.
36.2 Where, in the opinion of the Authority, 18.2 Where the Transfer of Undertakings (Protection of Employment) Regulations 1981 are likely to 2006 may apply on the termination of or expiration of the Contract, the information to be provided by the Contractor under Conditionwithin twenty one days of being so requested by the Authority's Representative or a potential contractor's representative, who has qualified to tender for the future provision of the Service, shall
36.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular:
36.2.1 a) the number of staff Staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 a) in respect of each of those members of staff Staff, their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 b) the general terms and conditions applicable to those members of staffStaff, including probationary periods, retirement age, periods of notice, current pay agreementsagreement, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits.
36.3 18.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 is given only to service providers require any potential contractor, who have has qualified to tender for the future provision of the Project.
36.4 The Authority shall require that all potential providers Service, to treat the information referred to in Condition 18.2 in confidence; that they do , not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; Authority and that they shall not to use it for any other purpose.
36.5 18.4 The Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information which that the Contractor is required to provide under Condition 36.218.2.
36.6 18.5 The Contractor shall not –not:-
36.6.1 a) at any time during the AgreementContract Period, including any extensionextension of the original Contract Period, move any staff persons in its employment into the undertaking or relevant part of the an undertaking which provides the ProjectServices, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes purpose of the AgreementContract; or
36.6.2 b) make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, Staff which is inconsistent with the Contractor‟s Contractor’s established employment and remuneration policies.
36.7 18.6 Where, in the opinion of the Authority’s Representative, any change change, or proposed change change, in the staff employed Staff in the undertaking or relevant part of the an undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right:of
36.7.1 a) to make representations to the Contractor against the change or proposed change;
36.7.2 b) to give notice to the Contractor requiring him to remedy the breach within 30 daysin terms of Condition 40; and
36.7.3 c) if the Contractor has not remedied the breach to the satisfaction of the Authority by the end Authority’s Representative following notice in terms of the period of 30 daysCondition 40, to terminate the Agreement Contract by reason of the default of the Contractor, in accordance with Condition 23.240.
36.8 18.7 The Contractor shall allow access to his premisesthe Site, in the presence of the Authority‟s Authority’s Representative, to any person representing any potential service provider whom the Authority has selected to tender for the future provision of the ProjectServices.
36.9 18.8 For the purpose of access to the premises Site in accordance with Condition 36.818.7, where the Site is on the Contractor’s premises, the Authority shall give the Contractor 7 days‟ seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor‟s Contractor’s security procedures, subject to such compliance not being in conflict with the objectives of the visit.
36.10 18.9 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting up operations Setting Up Operations period of the new ContractorContract, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 18.10 Within 10 ten working days of being so requested by the Authority‟s representativeAuthority’s Representative, the Contractor shall transfer to the Authority, or any person Person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing drawings held on software and utilised in the provision of the ProjectServices subject to the necessary approvals being granted under Data Protection legislation. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical identified to that used by the Authority.
Appears in 2 contracts
Samples: Conditions of Contract for the Provision of Passenger Transport Services, Conditions of Contract for the Provision of Passenger Transport Services
RE-TENDERING AND HANDOVER. 36.1 19.1 Within 21 days of being so requested by the Authority‟s Representative, Authority's Representative the Contractor shall provide, :
(a) and thereafter keep updatedupdated and accessible to the Authority, in a fully indexed and catalogued format, all the information reasonably necessary to enable the Authority to issue tender documents for the future provision of the ProjectServices and for a third party to prepare an informed, non-qualified offer for those Services and not be disadvantaged in any procurement process compared to the Contractor (if the Contractor is invited to participate). This information shall include, but not be limited to, details of Staff as referred to in Condition 19.2, a description of the Services and the methods used by the Contractor to provide the Services, details as to key terms of any third party contracts and licences, copies of third party contracts and licences which are to be transferred to the Authority or a Successor Supplier and details of ongoing and threatened disputes in relation to the provision of the Services. This information shall be updated on a continuing basis.
36.2 (b) a draft exit plan to be agreed with the Authority that shall set out each Parties obligations in detail in order to ensure a smooth and efficient transfer of the Services to the Authority for a Successor Supplier. The Parties shall review and update the exit plan annually and as soon as reasonably practicable in the event of a material change in any aspect of the Services which could reasonably be expected to impact upon the exit plan in order to ensure that the exit plan remains relevant.
19.2 Where, in the opinion of the Authority's Representative, the Transfer of Undertakings (Protection of Employment) TUPE Regulations 1981 are likely to apply on the termination of or expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 Condition 19.1 shall include, as applicable, accurate information relating to the staff Staff who would be transferred under the same terms of employment under those the TUPE Regulations, including in particular:particular:-
36.2.1 a) the number of staff Staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 b) in respect of each of those members of staff Staff their age, job title, sex, salary, benefits entitlement, length of service, contractual notice period, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 c) the general terms and conditions of employment applicable to those members of staffStaff, including probationary periods, retirement age, periods of notice, current pay agreements, pension arrangements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits;
d) all disciplinary, performance and grievance action taken in relation to or by each individual member of Staff within the previous two years;
e) information of any court or tribunal case, claim or action brought by each member of Staff within the previous two years or that the Contractor has reasonable grounds to believe a member of Staff may bring against the Contractor;
f) all long term absences; and
g) details of any arrangements or collective agreements with trade unions or organisation of body of employees including elected representatives.
36.3 19.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Condition 19.2 is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 Services. The Authority shall require that all potential such service providers shall treat the that information in confidence; that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 19.4 The Contractor shall indemnify the Authority and a Successor Supplier against any claim made against the Authority and/or a Successor Supplier at any time by any person in respect of any liability incurred by the Authority and/or a Successor Supplier arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.219.1 and 19.
36.6 19.5 The Contractor shall not –
36.6.1 a) at any time during the Agreement, including any extensionContract Period, move any staff persons in his employment into the undertaking or relevant part of the an undertaking which provides the ProjectServices, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the AgreementContract; or
36.6.2 b) make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, Staff which is inconsistent with the Contractor‟s Contractor's established employment and remuneration policies.
36.7 19.6 Where, in the opinion of the Authority's Representative, any change or proposed change in the staff employed Staff in the undertaking or relevant part of the an undertaking, or any change in the terms and conditions of employment of such staffStaff, would be in breach of Condition 36.6 19.5, the Authority shall have the right:
36.7.1 right to make representations to the Contractor against the change or proposed change;, and –
36.7.2 a) where, in the opinion of the Authority's Representative, the Contractor has acted in breach of Condition 19.5, the Authority shall have the right to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 b) if the Contractor has not remedied the breach to the satisfaction of the Authority Authority's Representative by the end of the period of 30 days, the Authority shall have the right to terminate the Agreement Contract by reason of the default Default of the Contractor, in accordance with Condition 23.243.
36.8 19.7 The Contractor shall allow access to his premisesthe Site, in the presence of the Authority‟s Authority's Representative, to any person representing any potential service provider whom the Authority has selected to tender for the future provision of the ProjectServices.
36.9 19.8 For the purpose of access to the premises Site in accordance with Condition 36.819.7, where the Site is on the Contractor's premises, the Authority shall give the Contractor 7 days‟ days' notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance .
19.9 All persons who attend the Contractor's premises for the purposes of Condition 19.7 shall be subject to compliance comply with the Contractor‟s Contractor's security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 19.10 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting Setting up operations Operations period of the new Contractorcontractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 19.11 Within 10 working days of being so requested by the Authority‟s representativeAuthority's Representative, the Contractor shall transfer to the Authority, or any person Person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the ProjectServices. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
19.12 During the period following the earlier of:
(a) the provision of notice of termination to the Contractor; or
(b) the public announcement of a re-tendering of the Services, the Contractor shall not without the prior written agreement of the Authority’s Representative vary the terms and conditions of employment or engagement of any Staff, employ or engage any person who would become a Termination Transferring Employee, change the role or responsibilities of any person so that he/she becomes involved in the provision of the Services, terminate (or give notice to terminate) the employment or engagement of any of the Staff; nor reduce or vary the involvement of any Staff in the provision of the Services.
19.13 No later than one (1) month prior to the Termination Transfer Date, the Contractor shall compile a draft list for approval by the Authority of the Staff whom it considers will transfer to the Authority or a Successor Supplier as a result of the TUPE Regulations. The draft list shall be finalised by the Parties prior to the Termination Transfer Date.
19.14 At the Termination Transfer Date, the Authority and the Contractor accept that in the event that the Services or substantially similar services are to be provided by the Authority and/or a Successor Supplier then this may constitute a transfer to which the TUPE Regulations apply. In the event that Authority’s Representative determines that the TUPE Regulations apply in relation to the Termination Transfer and/or the final list of Termination Transfer Employees, the Termination Transfer Employees shall transfer to the Authority and/or the Successor Supplier on the Termination Transfer Date.
19.15 The Authority will, or shall procure that the Successor Supplier will, in good time before the Termination Transfer Date provide to the Contractor all such information as is necessary for the Contractor or its sub-contractors and the Authority or Successor Supplier to discharge their duties under Regulation 13 of the TUPE Regulations.
19.16 The Contractor shall indemnify the Authority and the Successor Supplier from and against any cost (including reasonable legal costs), claim, liability, demand, expense or other legal recourse arising out of or in connection with:
(a) any claim by any Termination Transfer Employee in respect of any fact or matter concerning or arising from that Termination Transfer Employee’s employment, or its termination, before the Termination Transfer Date, including (but not limited to) any claims of unfair dismissal, wrongful dismissal, unlawful deduction from wages, breach of contract, discrimination on the grounds of sex, race, disability, religion or belief, age and sexual orientation or any claim for a redundancy payment;
(b) any proceedings, claim or demand by the H M Revenue & Customs or other statutory authority in respect of any financial obligations including, but not limited to, PAYE and primary and secondary national insurance contributions in relation to the Termination Transfer Employees, to the extent that the proceedings, claim or demand by the Inland Revenue or other statutory authority relates to financial obligations arising before the Termination Transfer Date;
(c) any claim by any Termination Transfer Employee or any appropriate representative of any Termination Transfer Employee relating to any failure by the Contractor or any sub-contractor to comply with the obligations of Regulation 13 of the TUPE Regulations; and
(d) any claim by any person (not being a Termination Transfer Employee) or his representative in respect of the termination of such person’s employment or engagement by the Contractor or its sub-contractor occurring before the Termination Transfer Date.
19.17 If any contract of employment or engagement of any person, other than a Termination Transfer Employee, is, as a result of the commencement of the provision of the Services by the Authority or Successor Supplier deemed or alleged to have been effected between the Authority or Successor Supplier and such person, as a result of the TUPE Regulations, then:
(a) the Authority or Successor Supplier may, within 1 month of becoming aware of the application of the TUPE Regulations to any such contract, terminate that contract; and
(b) if any such contract is terminated the Contractor will indemnify the Authority and/or Successor Supplier against:
(i) all salary and benefits due to that person in respect of their employment between the Termination Transfer Date and the date of termination of employment; and
(ii) all liabilities, damages, costs (including reasonable legal costs), claims, awards and expenses arising in relation to such person out of the termination of such person’s employment. The Contractor procures that its sub-contractors shall indemnify the Authority and any Successor Supplier and their sub-contractors (as applicable) to the same extent as the Contractor is providing indemnities under this Condition 19. To the extent that non-employee personnel do not transfer to the Authority or a Successor Supplier and their sub- contractors (as applicable) by virtue of the above provisions, the Contractor shall use all reasonable endeavours to ensure that those non-employee personnel, which the Authority or a Successor Provider (or their sub-contractors as applicable) express an intention to retain, transfer accordingly on the Termination Transfer Date. The Contractor shall not (and shall procure that its sub-contractors shall not) take any steps or make any undertakings to such non- employee personnel which has the effect or aims to have the effect of discouraging or preventing those personnel from working for the Authority or a Successor Supplier.
Appears in 2 contracts
Samples: Contract for the Provision and Installation of a Mid Life Enhancement, Contract for Due Diligence Services
RE-TENDERING AND HANDOVER. 36.1 Within 21 days of being so requested by the Authority‟s Authority’s Representative, the Contractor shall provide, and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents for the future provision of the Project.
36.2 Where, in the opinion of the Authority, the Transfer of Undertakings (Protection of Employment) Regulations 1981 are likely to apply on the termination of expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular:
36.2.1 the number of staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 the general terms and conditions applicable to those members of staff, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits.
36.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 The Authority shall require that all potential providers treat the information in confidence; that they do not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 The Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.2
36.6 The Contractor shall not –
36.6.1 at any time during the Agreement, including any extension, move any staff into the undertaking or relevant part of the undertaking which provides the Project, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Agreement; or
36.6.2 make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, which is inconsistent with the Contractor‟s Contractor’s established employment and remuneration policies.
36.7 Where, in the opinion of the Authority, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right:
36.7.1 to make representations to the Contractor against the change or proposed change;
36.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 if the Contractor has not remedied the breach to the satisfaction of the Authority by the end of the period of 30 days, to terminate the Agreement by reason of the default of the Contractor, in accordance with Condition 23.2.
36.8 The Contractor shall allow access to his premises, in the presence of the Authority‟s Authority’s Representative, to any person representing any potential provider whom the Authority has selected to tender for the future provision of the Project.
36.9 For the purpose of access to the premises in accordance with Condition 36.8, the Authority shall give the Contractor 7 days‟ days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor‟s Contractor’s security procedures, subject to such compliance not being in conflict with the objectives of the visit.
36.10 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Agreement. This co- operation, during the setting up operations period of the new Contractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 Within 10 working days of being so requested by the Authority‟s Authority’s representative, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the Project. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
Appears in 2 contracts
Samples: Defra Standard Terms and Conditions, Defra Standard Terms and Conditions
RE-TENDERING AND HANDOVER. 36.1 19.1. Within 21 days of being so requested by the Authority‟s Representative, Authority's Representative the Contractor shall provide, :
(a) and thereafter keep updatedupdated and accessible to the Authority, in a fully indexed and catalogued format, all the information reasonably necessary to enable the Authority to issue tender documents for the future provision of the ProjectServices and for a third party to prepare an informed, non-qualified offer for those Services and not be disadvantaged in any procurement process compared to the Contractor (if the Contractor is invited to participate). This information shall include, but not be limited to, details of Staff as referred to in Condition 19.2 (Re-tendering and handover), a description of the Services and the methods used by the Contractor to provide the Services, details as to key terms of any third party contracts and licences, copies of third party contracts and licences which are to be transferred to the Authority or a Successor Supplier and details of ongoing and threatened disputes in relation to the provision of the Services. This information shall be updated on a continuing basis.
36.2 (b) a draft exit plan to be agreed with the Authority that shall set out each Parties obligations in detail in order to ensure a smooth and efficient transfer of the Services to the Authority for a Successor Supplier. The Parties shall review and update the exit plan annually and as soon as reasonably practicable in the event of a material change in any aspect of the Services which could reasonably be expected to impact upon the exit plan in order to ensure that the exit plan remains relevant.
19.2. Where, in the opinion of the Authority's Representative, the Transfer of Undertakings (Protection of Employment) Regulations 1981 are extant local ARD 2001/23/EC legislation is likely to apply on the termination of or expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 Condition 19.1 (Re-tendering and handover) shall include, as applicable, accurate information relating to the staff Staff who would be transferred under the same terms of employment under those Regulationslocal ARD legislation, including in particular:particular:-
36.2.1 (a) the number of staff Staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 (b) in respect of each of those members of staff Staff their age, job title, sex, salary, benefits entitlement, length of service, contractual notice period, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 (c) the general terms and conditions of employment applicable to those members of staffStaff, including probationary periods, retirement age, periods of notice, current pay agreements, pension arrangements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits;
(d) all disciplinary, performance and grievance action taken in relation to or by each individual member of Staff within the previous two years;
(e) information of any court or tribunal case, claim or action brought by each member of Staff within the previous two years or that the Contractor has reasonable grounds to believe a member of Staff may bring against the Contractor;
(f) all long term absences; and
(g) details of any arrangements or collective agreements with trade unions or organisation of body of employees including elected representatives.
36.3 19.3. The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Condition 19.2 (Re-tendering and handover) is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 Services. The Authority shall require that all potential such service providers shall treat the that information in confidence; that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 19.4. The Contractor shall indemnify the Authority and a Successor Supplier against any claim made against the Authority and/or a Successor Supplier at any time by any person in respect of any liability incurred by the Authority and/or a Successor Supplier arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.219.1 (Re- tendering and handover) and 19.2 (Re-tendering and handover).
36.6 19.5. The Contractor shall not –
36.6.1 (a) at any time during the Agreement, including any extensionContract Period, move any staff persons in his employment into the undertaking or relevant part of the an undertaking which provides the ProjectServices, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the AgreementContract; or
36.6.2 (b) make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, Staff which is inconsistent with the Contractor‟s Contractor's established employment and remuneration policies.
36.7 19.6. Where, in the opinion of the Authority's Representative, any change or proposed change in the staff employed Staff in the undertaking or relevant part of the an undertaking, or any change in the terms and conditions of employment of such staffStaff, would be in breach of Condition 36.6 19.5 (Re-tendering and handover), the Authority shall have the right:
36.7.1 right to make representations to the Contractor against the change or proposed change;, and –
36.7.2 (a) where, in the opinion of the Authority's Representative, the Contractor has acted in breach of Condition 19.5 (Re- tendering and handover), the Authority shall have the right to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 (b) if the Contractor has not remedied the breach to the satisfaction of the Authority Authority's Representative by the end of the period of 30 days, the Authority shall have the right to terminate the Agreement Contract by reason of the default Default of the Contractor, in accordance with Condition 23.243 (Termination on Default).
36.8 19.7. The Contractor shall allow access to his premisesthe Site, in the presence of the Authority‟s Authority's Representative, to any person representing any potential service provider whom the Authority has selected to tender for the future provision of the ProjectServices.
36.9 19.8. For the purpose of access to the premises Site in accordance with Condition 36.819.7(Re-tendering and handover), where the Site is on the Contractor's premises, the Authority shall give the Contractor 7 days‟ days' notice of a proposed visit together with a list showing the names of all persons who will be attending those premises.
19.9. Their attendance All persons who attend the Contractor's premises for the purposes of Condition 19.7 (Re-tendering and handover) shall be subject to compliance comply with the Contractor‟s Contractor's security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 19.10. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting Setting up operations Operations period of the new Contractorcontractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 19.11. Within 10 working days of being so requested by the Authority‟s representativeAuthority's Representative, the Contractor shall transfer to the Authority, or any person Person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the ProjectServices. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
19.12. During the period following the earlier of:
(a) the provision of notice of termination to the Contractor; or
(b) the public announcement of a re-tendering of the Services, the Contractor shall not without the prior written agreement of the Authority’s Representative vary the terms and conditions of employment or engagement of any Staff, employ or engage any person who would become a Termination Transferring Employee, change the role or responsibilities of any person so that he/she becomes involved in the provision of the Services, terminate (or give notice to terminate) the employment or engagement of any of the Staff; nor reduce or vary the involvement of any Staff in the provision of the Services.
19.13. No later than one (1) month prior to the Termination Transfer Date, the Contractor shall compile a draft list for approval by the Authority of the Staff whom it considers will transfer to the Authority or a Successor Supplier as a result of extant local ARD legislation. The draft list shall be finalised by the Parties prior to the Termination Transfer Date.
19.14. At the Termination Transfer Date, the Authority and the Contractor accept that in the event that the Services or substantially similar services are to be provided by the Authority and/or a Successor Supplier then this may constitute a transfer to which extant local ARD legislation applies. In the event that Authority’s Representative determines that ARD legislation does apply in relation to the Termination Transfer and/or the final list of Termination Transfer Employees, the Termination Transfer Employees shall transfer to the Authority and/or the Successor Supplier on the Termination Transfer Date.
19.15. The Authority will, or shall procure that the Successor Supplier will, in good time before the Termination Transfer Date provide to the Contractor all such information as is necessary for the Contractor or its sub-contractors and the Authority or Successor Supplier to discharge their duties under extant local ARD legislation.
19.16. The Contractor shall indemnify the Authority and the Successor Supplier from and against any cost (including reasonable legal costs), claim, liability, demand, expense or other legal recourse arising out of or in connection with:
(a) any claim by any Termination Transfer Employee in respect of any fact or matter concerning or arising from that Termination Transfer Employee’s employment, or its termination, before the Termination Transfer Date, including (but not limited to) any claims of unfair dismissal, wrongful dismissal, unlawful deduction from wages, breach of contract, discrimination on the grounds of sex, race, disability, religion or belief, age and sexual orientation or any claim for a redundancy payment;
(b) any proceedings, claim or demand by the H M Revenue & Customs or other statutory authority in respect of any financial obligations including, but not limited to, PAYE and primary and secondary national insurance contributions in relation to the Termination Transfer Employees, to the extent that the proceedings, claim or demand by the Inland Revenue or other statutory authority relates to financial obligations arising before the Termination Transfer Date;
(c) any claim by any Termination Transfer Employee or any appropriate representative of any Termination Transfer Employee relating to any failure by the Contractor or any sub-contractor to comply with the obligations of extant local ARD legislation; and
(d) any claim by any person (not being a Termination Transfer Employee) or his representative in respect of the termination of such person’s employment or engagement by the Contractor or its sub-contractor occurring before the Termination Transfer Date;
19.17. If any contract of employment or engagement of any person, other than a Termination Transfer Employee, is, as a result of the commencement of the provision of the Services by the Authority or Successor Supplier deemed or alleged to have been effected between the Authority or Successor Supplier and such person, as a result of local ARD legislation, then:
(a) the Authority or Successor Supplier may, within 1 month of becoming aware of the application of local ARD legislation to any such contract, terminate that contract; and
(b) if any such contract is terminated the Contractor will indemnify the Authority and/or Successor Supplier against: (i). all salary and benefits due to that person in respect of their employment between the Termination Transfer Date and the date of termination of employment; and
Appears in 2 contracts
Samples: Contract for Security Guarding Services, Provision of Security Guarding Services Agreement
RE-TENDERING AND HANDOVER. 36.1 48.1. Within 21 days of being so requested by the Authority‟s Representative, Authority's Representative the Contractor shall provide, :
(a) and thereafter keep updatedupdated and accessible to the Authority, in a fully indexed and catalogued format, all the information reasonably necessary to enable the Authority to issue tender documents for the future provision of the ProjectServices and for a third party to prepare an informed, non-qualified offer for those Services and not be disadvantaged in any procurement process compared to the Contractor (if the Contractor is invited to participate). This information shall include, but not be limited to, details of Staff as referred to in Condition 48.2, a description of the Services and the methods used by the Contractor to provide the Services, details as to key terms of any third party contracts and licences, copies of third party contracts and licences which are to be transferred to the Authority or a Successor Supplier and details of ongoing and threatened disputes in relation to the provision of the Services. This information shall be updated on a continuing basis.
36.2 (b) a draft exit plan to be agreed with the Authority that shall set out each Party‟s obligations in detail in order to ensure a smooth and efficient transfer of the Services to the Authority of a Successor Supplier. The Parties shall review and update the exit plan annually and as soon as reasonably practicable in the event of a material change in any aspect of the Services which could reasonably be expected to impact upon the exit plan in order to ensure that the exit plan remains relevant.
48.2. Where, in the opinion of the Authority's Representative, the Transfer of Undertakings (Protection of Employment) TUPE Regulations 1981 are likely to apply on the termination of or expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 Condition 48.1 shall include, as applicable, accurate information relating to the staff Staff who would be transferred under the same terms of employment under those the TUPE Regulations, including in particular:particular:-
36.2.1 a) the number of staff Staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 b) in respect of each of those members of staff Staff their identity age, job title, sex, salary, benefits entitlement, length of service, contractual notice period, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 a) the general terms and conditions of employment applicable to those members of staffStaff, including probationary periods, retirement age, periods of notice, current pay agreements, pension arrangements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits;
b) all disciplinary, performance and grievance action taken in relation to or by each individual member of Staff within the previous two years;
c) information of any court or tribunal case, claim or action brought by each member of Staff within the previous two years or that the Contractor has reasonable grounds to believe a member of Staff may bring against the Contractor.
36.3 d) all long term absences; and
e) details of any arrangements or collective agreements with trade unions or organisation of body of employees including elected representatives.
48.3. The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Condition 48.2 is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 Services. The Authority shall require that all potential such service providers shall treat the that information in confidence; that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 48.4. The Contractor shall indemnify the Authority and a Successor Supplier against any claim made against the Authority and/or a Successor Supplier at any time by any person in respect of any liability incurred by the Authority and/or a Successor Supplier arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.248.1 and 48.2.
36.6 48.5. The Contractor shall not –
36.6.1 a) at any time during the Agreement, including any extensionContract Period, move any staff persons in his employment into the undertaking or relevant part of the an undertaking which provides the ProjectServices, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the AgreementContract; or
36.6.2 b) make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, Staff which is inconsistent with the Contractor‟s Contractor's established employment and remuneration policies.
36.7 48.6. Where, in the opinion of the Authority's Representative, any change or proposed change in the staff employed Staff in the undertaking or relevant part of the an undertaking, or any change in the terms and conditions of employment of such staffStaff, would be in breach of Condition 36.6 48.5, the Authority shall have the right:
36.7.1 right to make representations to the Contractor against the change or proposed change;, and –
36.7.2 a) where, in the opinion of the Authority's Representative, the Contractor has acted in breach of Condition 48.5, the Authority shall have the right to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 b) if the Contractor has not remedied the breach to the satisfaction of the Authority Authority's Representative by the end of the period of 30 days, the Authority shall have the right to terminate the Agreement Contract by reason of the default of the Contractor, in accordance with Condition 23.228.
36.8 48.7. The Contractor shall allow access to his premisesthe Site, in the presence of the Authority‟s Authority's Representative, to any person representing any potential service provider whom the Authority has selected to tender for the future provision of the ProjectServices.
36.9 48.8. For the purpose of access to the premises Site in accordance with Condition 36.848.7, where the Site is on the Contractor's premises, the Authority shall give the Contractor 7 days‟ days' notice of a proposed visit together with a list showing the names of all persons who will be attending those premises.
48.9. Their attendance All persons who attend the Contractor's premises for the purposes of Condition 48.7 shall be subject to compliance comply with the Contractor‟s Contractor's security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 48.10. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting Setting up operations Operations period of the new Contractorcontractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 48.11. Within 10 working days of being so requested by the Authority‟s representativeAuthority's Representative, the Contractor shall transfer to the Authority, or any person Person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the ProjectServices. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
48.12. During the period following the earlier of:
(a) the provision of notice of termination to the Contractor; or
(b) the public announcement of a re-tendering of the Services, 48.13. the Contractor shall not without the prior written agreement of the Authority‟s Representative vary the terms and conditions of employment or engagement of any Staff, employ or engage any person who would become a Termination Transferring Employee, change the role or responsibilities of any person so that he/she becomes involved in the provision of the Services, terminate (or give notice to terminate) the employment or engagement of any of the Staff; nor reduce or vary the involvement of any Staff in the provision of the Services.
Appears in 2 contracts
Samples: Contract for Security Services, Contract for Security Guarding Services
RE-TENDERING AND HANDOVER. 36.1 Within 21 days of being so requested by the Authority‟s Authority’s Representative, the Contractor shall provide, and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents for the future provision of the Project.
36.2 Where, in the opinion of the Authority, the Transfer of Undertakings (Protection of Employment) Regulations 1981 are likely to apply on the termination of expiration of the Contract, the information to be provided by the Contractor under Condition
Condition 36.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular:
36.2.1 the number of staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 the general terms and conditions applicable to those members of staff, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits.
36.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 The Authority shall require that all potential providers treat the information in confidence; that they do not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 The Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.2
36.6 The Contractor shall not –
36.6.1 at any time during the Agreement, including any extension, move any staff into the undertaking or relevant part of the undertaking which provides the Project, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Agreement; or
36.6.2 make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, which is inconsistent with the Contractor‟s Contractor’s established employment and remuneration policies.
36.7 Where, in the opinion of the Authority, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right:
36.7.1 to make representations to the Contractor against the change or proposed change;
36.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 if the Contractor has not remedied the breach to the satisfaction of the Authority by the end of the period of 30 days, to terminate the Agreement by reason of the default of the Contractor, in accordance with Condition 23.2.
36.8 The Contractor shall allow access to his premises, in the presence of the Authority‟s Authority’s Representative, to any person representing any potential provider whom the Authority has selected to tender for the future provision of the Project.
36.9 For the purpose of access to the premises in accordance with Condition 36.8, the Authority shall give the Contractor 7 days‟ days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor‟s Contractor’s security procedures, subject to such compliance not being in conflict with the objectives of the visit.
36.10 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Agreement. This co- co-operation, during the setting up operations period of the new Contractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 Within 10 working days of being so requested by the Authority‟s Authority’s representative, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the Project. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
Appears in 1 contract
Samples: Defra Standard Terms and Conditions
RE-TENDERING AND HANDOVER. 36.1 19.1 Within 21 days of being so requested by the Authority‟s Representative, Authority's Representative the Contractor shall provide, :
(a) and thereafter keep updatedupdated and accessible to the Authority, in a fully indexed and catalogued format, all the information reasonably necessary to enable the Authority to issue tender documents for the future provision of the ProjectServices and for a third party to prepare an informed, non-qualified offer for those Services and not be disadvantaged in any procurement process compared to the Contractor (if the Contractor is invited to participate). This information shall include, but not be limited to, details of Staff as referred to in Condition 19.2, and a description of the Services and the methods used by the Contractor to provide the Services. This information shall be updated on a continuing basis.
36.2 (b) a draft exit plan to be agreed with the Authority that shall set out each Parties obligations in detail in order to ensure a smooth and efficient transfer of the Services to the Authority for a Successor Supplier. The Parties shall review and update the exit plan annually and as soon as reasonably practicable in the event of a material change in any aspect of the Services which could reasonably be expected to impact upon the exit plan in order to ensure that the exit plan remains relevant.
19.2 Where, in the opinion of the Authority's Representative, the Transfer of Undertakings (Protection of Employment) TUPE Regulations 1981 are likely to apply on the termination of or expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 Condition 19.1 shall include, as applicable, accurate information relating to the staff Staff who would be transferred under the same terms of employment under those the TUPE Regulations, including in particular:particular:-
36.2.1 a) the number of staff Staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 b) in respect of each of those members of staff Staff their age, job title, sex, salary, benefits entitlement, length of service, contractual notice period, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 c) the general terms and conditions of employment applicable to those members of staffStaff, including probationary periods, retirement age, periods of notice, current pay agreements, pension arrangements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits;
d) all disciplinary, performance and grievance action taken in relation to or by each individual member of Staff within the previous two years;
e) information of any court or tribunal case, claim or action brought by each member of Staff within the previous two years or that the Contractor has reasonable grounds to believe a member of Staff may bring against the Contractor;
f) all long term absences; and
g) details of any arrangements or collective agreements with trade unions or organisation of body of employees including elected representatives.
36.3 19.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Condition 19.2 is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 Services. The Authority shall require that all potential such service providers shall treat the that information in confidence; that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 19.4 The Contractor shall indemnify the Authority and a Successor Supplier against any claim made against the Authority and/or a Successor Supplier at any time by any person in respect of any liability incurred by the Authority and/or a Successor Supplier arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.219.1 and 19.2.
36.6 19.5 The Contractor shall not –
36.6.1 a) at any time during the Agreement, including any extensionContract Period, move any staff persons in his employment into the undertaking or relevant part of the an undertaking which provides the ProjectServices, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the AgreementContract; or
36.6.2 b) make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, Staff which is inconsistent with the Contractor‟s Contractor's established employment and remuneration policies.
36.7 19.6 Where, in the opinion of the Authority's Representative, any change or proposed change in the staff employed Staff in the undertaking or relevant part of the an undertaking, or any change in the terms and conditions of employment of such staffStaff, would be in breach of Condition 36.6 19.5, the Authority shall have the right:
36.7.1 right to make representations to the Contractor against the change or proposed change;, and –
36.7.2 a) where, in the opinion of the Authority's Representative, the Contractor has acted in breach of Condition 19.5, the Authority shall have the right to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 b) if the Contractor has not remedied the breach to the satisfaction of the Authority Authority's Representative by the end of the period of 30 days, the Authority shall have the right to terminate the Agreement Contract by reason of the default Default of the Contractor, in accordance with Condition 23.242.
36.8 19.7 The Contractor shall allow access to his premisesthe Site, in the presence of the Authority‟s Authority's Representative, to any person representing any potential service provider whom the Authority has selected to tender for the future provision of the ProjectServices.
36.9 19.8 For the purpose of access to the premises Site in accordance with Condition 36.819.7, where the Site is on the Contractor's premises, the Authority shall give the Contractor 7 days‟ days' notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance .
19.9 All persons who attend the Contractor's premises for the purposes of Condition 19.7 shall be subject to compliance comply with the Contractor‟s Contractor's security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 19.10 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting Setting up operations Operations period of the new Contractorcontractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 19.11 Within 10 working days of being so requested by the Authority‟s representativeAuthority's Representative, the Contractor shall transfer to the Authority, or any person Person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the ProjectServices. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
19.12 During the period following the earlier of:
(a) the provision of notice of termination to the Contractor; or
(b) the public announcement of a re-tendering of the Services, the Contractor shall not without the prior written agreement of the Authority’s Representative vary the terms and conditions of employment or engagement of any Staff, employ or engage any person who would become a Termination Transferring Employee, change the role or responsibilities of any person so that he/she becomes involved in the provision of the Services, terminate (or give notice to terminate) the employment or engagement of any of the Staff; nor reduce or vary the involvement of any Staff in the provision of the Services.
19.13 No later than one (1) month prior to the Termination Transfer Date, the Contractor shall compile a draft list for approval by the Authority of the Staff whom it considers will transfer to the Authority or a Successor Supplier as a result of the TUPE Regulations. The draft list shall be finalised by the Parties prior to the Termination Transfer Date.
19.14 At the Termination Transfer Date, the Authority and the Contractor accept that in the event that the Services or substantially similar services are to be provided by the Authority and/or a Successor Supplier then this may constitute a transfer to which the TUPE Regulations apply. In the event that Authority’s Representative determines that the TUPE Regulations apply in relation to the Termination Transfer and/or the final list of Termination Transfer Employees, the Termination Transfer Employees shall transfer to the Authority and/or the Successor Supplier on the Termination Transfer Date.
19.15 The Authority will, or shall procure that the Successor Supplier will, in good time before the Termination Transfer Date provide to the Contractor all such information as is necessary for the Contractor or its sub-contractors and the Authority or Successor Supplier to discharge their duties under Regulation 13 of the TUPE Regulations.
19.16 The Contractor shall indemnify the Authority and the Successor Supplier from and against any cost (including reasonable legal costs), claim, liability, demand, expense or other legal recourse arising out of or in connection with:
(a) any claim by any Termination Transfer Employee in respect of any fact or matter concerning or arising from that Termination Transfer Employee’s employment, or its termination, before the Termination Transfer Date, including (but not limited to) any claims of unfair dismissal, wrongful dismissal, unlawful deduction from wages, breach of contract, discrimination on the grounds of sex, race, disability, religion or belief, age and sexual orientation or any claim for a redundancy payment;
(b) any proceedings, claim or demand by the H M Revenue & Customs or other statutory authority in respect of any financial obligations including, but not limited to, PAYE and primary and secondary national insurance contributions in relation to the Termination Transfer Employees, to the extent that the proceedings, claim or demand by the Inland Revenue or other statutory authority relates to financial obligations arising before the Termination Transfer Date;
(c) any claim by any Termination Transfer Employee or any appropriate representative of any Termination Transfer Employee relating to any failure by the Contractor or any sub- contractor to comply with the obligations of Regulation 13 of the TUPE Regulations; and
(d) any claim by any person (not being a Termination Transfer Employee) or his representative in respect of the termination of such person’s employment or engagement by the Contractor or its sub-contractor occurring before the Termination Transfer Date.
19.17 If any contract of employment or engagement of any person, other than a Termination Transfer Employee, is, as a result of the commencement of the provision of the Services by the Authority or Successor Supplier deemed or alleged to have been effected between the Authority or Successor Supplier and such person, as a result of the TUPE Regulations, then:
(a) the Authority or Successor Supplier may, within 1 month of becoming aware of the application of the TUPE Regulations to any such contract, terminate that contract; and
(b) if any such contract is terminated the Contractor will indemnify the Authority and/or Successor Supplier against:
(i) all salary and benefits due to that person in respect of their employment between the Termination Transfer Date and the date of termination of employment; and
(ii) all liabilities, damages, costs (including reasonable legal costs), claims, awards and expenses arising in relation to such person out of the termination of such person’s employment. The Contractor procures that its sub-contractors shall indemnify the Authority and any Successor Supplier and their sub-contractors (as applicable) to the same extent as the Contractor is providing indemnities under this Condition 19. To the extent that non-employee personnel do not transfer to the Authority or a Successor Supplier and their sub-contractors (as applicable) by virtue of the above provisions, the Contractor shall use all reasonable endeavours to ensure that those non-employee personnel, which the Authority or a Successor Provider (or their sub-contractors as applicable) express an intention to retain, transfer accordingly on the Termination Transfer Date. The Contractor shall not (and shall procure that its sub-contractors shall not) take any steps or make any undertakings to such non-employee personnel which has the effect or aims to have the effect of discouraging or preventing those personnel from working for the Authority or a Successor Supplier.
Appears in 1 contract
Samples: Contract for Training Services
RE-TENDERING AND HANDOVER. 36.1 24.1 Within 21 days 20 Working Days of being so requested by the Authority‟s RepresentativePurchaser, the Contractor Service Provider shall provide, provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority Purchaser to issue tender documents invitations to offer for the future provision of the ProjectServices and it shall be the Service Provider’s responsibility to get all consents or permits necessary to pass that information to the Purchaser.
36.2 24.2 Where, in the opinion of the AuthorityPurchaser, the Transfer of Undertakings (Protection of Employment) Regulations 1981 2006 (the “Regulations”) are likely to apply on the termination of or expiration of the Contract, the information to be provided by the Contractor Service Provider under Condition
36.1 clause 24 shall include, as applicable, accurate information relating to the staff employees or personnel under the control of the Service Provider who would or could be transferred under the same terms Regulations (the “Employees”) and such other relevant information as may be reasonably required for disclosure to third parties intending to submit tenders for any subsequent Contract for the provision of employment under those Regulations, including in particular:
36.2.1 the number of staff who would be transferred, but with no obligation on Services (“the Contractor to specify their names;
36.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 the general terms and conditions applicable to those members of staff, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefitsWorkforce Information”).
36.3 24.3 The Authority Service Provider shall take all necessary precautions advise the Purchaser immediately of any changes to the Workforce Information between the date on which it is provided and the Contract expiry date and shall ensure that the information referred disclosed is accurate and up to in Conditions 36.2 is given only date as at the expiry date and that all known existing liabilities relating to service providers who the Employees have qualified to tender for the future provision of the Projectbeen discharged.
36.4 24.4 The Authority shall require that all potential providers treat the information in confidence; that they do not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 The Contractor Service Provider shall indemnify the Authority Purchaser against any claim made against the Authority Purchaser at any time by any person in respect of any the liability incurred by the Authority Purchaser arising from any deficiency or inaccuracy in information information, which the Contractor Service Provider is required to provide under Condition 36.2
36.6 The Contractor shall not –
36.6.1 at any time during the Agreement, including any extension, move any staff into the undertaking or relevant part of the undertaking which provides the Project, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Agreement; or
36.6.2 make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, which is inconsistent with the Contractor‟s established employment and remuneration policiesclause 24.4.
36.7 Where24.5 The Service Provider shall, in the opinion of the Authority, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right:
36.7.1 to make representations to the Contractor against the change or proposed change;
36.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 if the Contractor has not remedied the breach to the satisfaction of the Authority required by the end of the period of 30 daysPurchaser, to terminate the Agreement by reason of the default of the Contractor, in accordance with Condition 23.2.
36.8 The Contractor shall allow access to his premises, in the presence of the Authority‟s Representative, provide an undertaking and warranty to any person representing any potential provider to whom the Authority Service Provider’s Staff may transfer pursuant to TUPE to the effect the Service Provider has selected discharged all its obligations as employer in relation to tender for the future provision of the ProjectEmployees.
36.9 For the purpose of access to the premises in accordance with Condition 36.8, the Authority shall give the Contractor 7 days‟ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance shall be subject to compliance with the Contractor‟s security procedures, subject to such compliance not being in conflict with the objectives of the visit.
36.10 24.6 The Contractor Service Provider shall co-operate fully with the Authority Purchaser during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting up operations period of the new ContractorService Provider, shall extend to consultation with the Employees allowing full access to, and providing copies of, of all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to the routine operational requirements.
36.11 24.7 Within 10 working days ten Working Days of being so requested by the Authority‟s representativePurchaser, the Contractor Service Provider shall transfer to the AuthorityPurchaser, or any person designated by the AuthorityPurchaser, free of charge, all computerised filing, recordingrecordings, documentation, planning and drawing drawings held on software and utilised in the provision of the Projectservices. The transfer shall be made in a fully indexed and catalogued disk format, format to operate on a proprietary software package identical to that used by the AuthorityPurchaser.
Appears in 1 contract
Samples: Contract for the Provision of Supporting People Services
RE-TENDERING AND HANDOVER. 36.1 19.1 Within 21 days of being so requested by the Authority‟s Representative, Authority's Representative the Contractor shall provide, :
a) and thereafter keep updatedupdated and accessible to the Authority, in a fully indexed and catalogued format, all the information reasonably necessary to enable the Authority to issue tender documents for the future provision of the ProjectServices and for a third party to prepare an informed, non-qualified offer for those Services and not be disadvantaged in any procurement process compared to the Contractor (if the Contractor is invited to participate). This information shall include, but not be limited to, details of Staff as referred to in Condition 19.2, a description of the Services and the methods used by the Contractor to provide the Services, details as to key terms of any third party contracts and licences, copies of third party contracts and licences which are to be transferred to the Authority or a Successor Supplier and details of ongoing and threatened disputes in relation to the provision of the Services. This information shall be updated on a continuing basis.
36.2 b) a draft exit plan agreed with the Authority that shall set out each Party's obligations in detail in order to ensure a smooth and efficient transfer of the Services to the Authority for a Successor Supplier. The Parties shall review and update the exit plan annually and as soon as reasonably practicable in the event of a material change in any aspect of the Services which could reasonably be expected to impact upon the exit plan in order to ensure that the exit plan remains relevant.
19.2 Where, in the opinion of the Authority's Representative, the Transfer of Undertakings (Protection of Employment) TUPE Regulations 1981 are likely to apply on the termination of or expiration of the Contract, the information to be provided by the Contractor to any potential new service provider with a copy to the Authority under Condition
36.1 Condition 19.1 shall include, as applicable, accurate information relating to the staff Staff who would be transferred under the same terms of employment under those the TUPE Regulations, including in particular:particular:-
36.2.1 a) the number of staff Staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 b) in respect of each of those members of staff Staff their age, job title, sex, salary, benefits entitlement, length of service, contractual notice period, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 c) the general terms and conditions of employment applicable to those members of staffStaff, including probationary periods, retirement age, periods of notice, current pay agreements, pension arrangements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits;
d) all disciplinary, performance and grievance action taken in relation to or by each individual member of Staff within the previous two years;
e) information of any court or tribunal case, claim or action brought by each member of Staff within the previous two years or that the Contractor has reasonable grounds to believe a member of Staff may bring against the Contractor;
f) all long term absences; and
g) details of any arrangements or collective agreements with trade unions or organisation of body of employees including elected representatives.
36.3 19.3 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Condition 19.2 is given only to service providers who have qualified to tender for the future provision of the Project.
36.4 Services. The Authority shall require that all potential such service providers shall treat the that information in confidence; that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by the Authority; and that they shall not use it for any other purpose.
36.5 19.4 The Contractor shall indemnify the Authority and a Successor Supplier against any claim made against the Authority and/or a Successor Supplier at any time by any person in respect of any liability incurred by the Authority and/or a Successor Supplier arising from any deficiency or inaccuracy in information which the Contractor is required to provide under Condition 36.219.1 and 19.
36.6 19.5 The Contractor shall not –
36.6.1 a) at any time during the Agreement, including any extensionContract Period, move any staff persons in his employment into the undertaking or relevant part of the an undertaking which provides the ProjectServices, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the AgreementContract; or
36.6.2 b) make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, Staff which is inconsistent with the Contractor‟s Contractor's established employment and remuneration policies.
36.7 19.6 Where, in the opinion of the Authority's Representative, any change or proposed change in the staff employed Staff in the undertaking or relevant part of the an undertaking, or any change in the terms and conditions of employment of such staffStaff, would be in breach of Condition 36.6 19.5, the Authority shall have the right:
36.7.1 right to make representations to the Contractor against the change or proposed change;, and –
36.7.2 a) where, in the opinion of the Authority's Representative, the Contractor has acted in breach of Condition 19.5, the Authority shall have the right to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 b) if the Contractor has not remedied the breach to the satisfaction of the Authority Authority's Representative by the end of the period of 30 days, the Authority shall have the right to terminate the Agreement Contract by reason of the default Default of the Contractor, in accordance with Condition 23.242.
36.8 19.7 The Contractor shall allow access to his premisesthe Site, in the presence of the Authority‟s Authority's Representative, to any person representing any potential service provider whom the Authority has selected to tender for the future provision of the ProjectServices.
36.9 19.8 For the purpose of access to the premises Site in accordance with Condition 36.819.7, where the Site is on the Contractor's premises, the Authority shall give the Contractor 7 days‟ days' notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance .
19.9 All persons who attend the Contractor's premises for the purposes of Condition 19.7 shall be subject to compliance comply with the Contractor‟s Contractor's security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 19.10 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting Setting up operations Operations period of the new Contractorcontractor, shall extend to allowing full access to, and providing copies of, all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to routine operational requirements.
36.11 19.11 Within 10 working days of being so requested by the Authority‟s representativeAuthority's Representative, the Contractor shall transfer to the Authority, or any person Person designated by the Authority, free of charge, all computerised filing, recording, documentation, planning and drawing held on software and utilised in the provision of the ProjectServices. The transfer shall be made in a fully indexed and catalogued disk format, to operate on a proprietary software package identical to that used by the Authority.
19.12 During the period following the earlier of:
a) the provision of notice of termination to the Contractor; or
b) the public announcement of a re-tendering of the Services, the Contractor shall not without the prior written agreement of the Authority’s Representative vary the terms and conditions of employment or engagement of any Staff, employ or engage any person who would become a Termination Transferring Employee, change the role or responsibilities of any person so that he/she becomes involved in the provision of the Services, terminate (or give notice to terminate) the employment or engagement of any of the Staff; nor reduce or vary the involvement of any Staff in the provision of the Services.
19.13 No later than one (1) month prior to the Termination Transfer Date, the Contractor shall compile a draft list for approval by the Authority of the Staff whom it considers will transfer to the Authority or a Successor Supplier as a result of the TUPE Regulations. The draft list shall be finalised by the Parties prior to the Termination Transfer Date.
19.14 At the Termination Transfer Date, the Authority and the Contractor accept that in the event that the Services or substantially similar services are to be provided by the Authority and/or a Successor Supplier then this may constitute a transfer to which the TUPE Regulations apply. In the event that Authority’s Representative determines that the TUPE Regulations apply in relation to the Termination Transfer and/or the final list of Termination Transfer Employees, the Termination Transfer Employees shall transfer to the Authority and/or the Successor Supplier on the Termination Transfer Date.
19.15 The Authority will, or shall procure that the Successor Supplier will, in good time before the Termination Transfer Date provide to the Contractor all such information as is necessary for the Contractor or its sub-contractors and the Authority or Successor Supplier to discharge their duties under Regulation 13 of the TUPE Regulations.
19.16 The Contractor shall indemnify the Authority and the Successor Supplier from and against any cost (including reasonable legal costs), claim, liability, demand, expense or other legal recourse arising out of or in connection with:
a) any claim by any Termination Transfer Employee in respect of any fact or matter concerning or arising from that Termination Transfer Employee’s employment, or its termination, before the Termination Transfer Date, including (but not limited to) any claims of unfair dismissal, wrongful dismissal, unlawful deduction from wages, breach of contract, discrimination on the grounds of sex, race, disability, religion or belief, age and sexual orientation or any claim for a redundancy payment;
b) any proceedings, claim or demand by the H M Revenue & Customs or other statutory authority in respect of any financial obligations including, but not limited to, PAYE and primary and secondary national insurance contributions in relation to the Termination Transfer Employees, to the extent that the proceedings, claim or demand by the Inland Revenue or other statutory authority relates to financial obligations arising before the Termination Transfer Date;
c) any claim by any Termination Transfer Employee or any appropriate representative of any Termination Transfer Employee relating to any failure by the Contractor or any sub-contractor to comply with the obligations of Regulation 13 of the TUPE Regulations; and
d) any claim by any person (not being a Termination Transfer Employee) or his representative in respect of the termination of such person’s employment or engagement by the Contractor or its sub-contractor occurring before the Termination Transfer Date.
19.17 If any contract of employment or engagement of any person, other than a Termination Transfer Employee, is, as a result of the commencement of the provision of the Services by the Authority or Successor Supplier deemed or alleged to have been effected between the Authority or Successor Supplier and such person, as a result of the TUPE Regulations, then:
a) the Authority or Successor Supplier may, within 1 month of becoming aware of the application of the TUPE Regulations to any such contract, terminate that contract; and
b) if any such contract is terminated the Contractor will indemnify the Authority and/or Successor Supplier against:
(i) all salary and benefits due to that person in respect of their employment between the Termination Transfer Date and the date of termination of employment; and
(ii) all liabilities, damages, costs (including reasonable legal costs), claims, awards and expenses arising in relation to such person out of the termination of such person’s employment.
19.18 The Contractor procures that its sub-contractors shall indemnify the Authority and any Successor Supplier and their sub-contractors (as applicable) to the same extent as the Contractor is providing indemnities under this Condition 19.
19.19 To the extent that non-employee personnel do not transfer to the Authority or a Successor Supplier and their sub-contractors (as applicable) by virtue of the above provisions, the Contractor shall use all reasonable endeavours to ensure that those non- employee personnel, which the Authority or a Successor Provider (or their sub- contractors as applicable) express an intention to retain, transfer accordingly on the Termination Transfer Date. The Contractor shall not (and shall procure that its sub- contractors shall not) take any steps or make any undertakings to such non-employee personnel which has the effect or aims to have the effect of discouraging or preventing those personnel from working for the Authority or a Successor Supplier.
Appears in 1 contract
Samples: Service Agreement
RE-TENDERING AND HANDOVER. 36.1 28.1 Within 21 days of being so requested by the Authority‟s RepresentativeAuthority, the Contractor shall provide, provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue tender documents invitations to offer for the future provision of the ProjectServices.
36.2 Where, in the opinion of the Authority, the Transfer of Undertakings (Protection of Employment) Regulations 1981 are likely to apply on the termination of expiration of the Contract, the information to be provided by the Contractor under Condition
36.1 shall include, as applicable, accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular:
36.2.1 the number of staff who would be transferred, but with no obligation on the Contractor to specify their names;
36.2.2 in respect of each of those members of staff their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment;
36.2.3 the general terms and conditions applicable to those members of staff, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits.
36.3 28.2 The Authority shall take all necessary precautions to ensure that the information referred to in Conditions 36.2 Clause 28.1 is given only to service providers Replacement Contractors who have qualified to tender offer for the future provision of the Project.
36.4 services. The Authority shall require that all potential providers such Replacement Contractors shall treat the that information in confidence; , that they do shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender offer issued by the Authority; Authority and that they shall not use it for any other purpose.
36.5 The 28.3 Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information information, which the Contractor is required to provide under Condition 36.2
36.6 The Contractor shall not –
36.6.1 at any time during the Agreement, including any extension, move any staff into the undertaking or relevant part of the undertaking which provides the Project, who do not meet the standards of skill and experience, or who are in excess of the number, required for the purposes of the Agreement; or
36.6.2 make any substantial change in the terms and conditions of employment of any staff engaged in providing the Project, which is inconsistent with the Contractor‟s established employment and remuneration policiesClause 28.2.
36.7 Where, in the opinion of the Authority, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff, would be in breach of Condition 36.6 the Authority shall have the right:
36.7.1 to make representations to the Contractor against the change or proposed change;
36.7.2 to give notice to the Contractor requiring him to remedy the breach within 30 days; and
36.7.3 if the Contractor has not remedied the breach to the satisfaction of the Authority by the end of the period of 30 days, to terminate the Agreement by reason of the default of the Contractor, in accordance with Condition 23.2.
36.8 28.4 The Contractor shall allow access to his premisesthe Sites, in the presence of a representative of the Authority‟s RepresentativeAuthority, to any person representing any potential provider Replacement Contractor whom the Authority has selected to tender offer for the future provision of the Project.
36.9 services. For the purpose of access to such access, where the premises in accordance with Condition 36.8site is on the Contractor’s premises, the Authority shall give the Contractor 7 days‟ seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. Their attendance .
28.5 All persons who attend the Contractor’s premises for the purposes of Clause 28.4 shall be subject to compliance comply with the Contractor‟s Contractor’s security procedures, subject to such compliance not being in conflict with the objectives objective of the visit.
36.10 28.6 The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the AgreementContract. This co- co-operation, during the setting up operations period of the new Replacement Contractor, shall extend to allowing full access to, and providing copies of, of all documents, reports, summaries and any other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. The Authority shall require that such Replacement Contractors shall keep and treat as confidential any Contractor Confidential Information in accordance with its obligations under Clause 34.
36.11 28.7 Within 10 ten working days of being so requested by the Authority‟s representativeAuthority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordingrecordings, documentation, planning and drawing drawings held on software and utilised in the provision of the Projectservices. The transfer shall be made in a fully indexed and catalogued disk format, format to operate on a proprietary software package identical to that used by the Authority. The Authority shall keep and treat as confidential any Contractor Confidential Information contained therein in accordance with its duties under Clause 34.
Appears in 1 contract
