Common use of Remediation Plan Process Clause in Contracts

Remediation Plan Process. 7.1 If the Contractor – 7.1.1 materially breaches or fails to comply with any provision of this Schedule 8; 7.1.2 materially breaches or fails to comply with any requirement or standard set out in the KPIs; and/or 7.1.3 breaches or fails to comply (whether material or not) with any provision of this Schedule 8 and its accompanying annexes and/or any requirement or standard set out in the KPIs, (each of the above a “Service Failure”) then the Authority may exercise any of the rights and remedies set out in paragraphs 7.2 to 7.9 (inclusive) below of this Schedule, together referred to as the “Remediation Plan Process”, without prejudice to any other rights and remedies which it may have, and in particular without prejudice to either Party’s right to refer matters to the Dispute Resolution Procedure. 7.2 If a Service Failure occurs which is capable of remedy, the Authority may give a notice (a “Remediation Notice”) to the Contractor which shall specify the Service Failure in reasonable detail and (if appropriate) the actions the Contractor needs to take with respect to remedying the Service Failure. 7.3 Within ten (10) Working Days of receipt of a Remediation Notice, the Contractor shall either: 7.3.1 submit a plan (“Remediation Plan”) in draft, even if it disputes that it is responsible for the matters which are the subject of the Remediation Notice; or 7.3.2 inform the Authority that it does not intend to submit a Remediation Plan, in which event the Authority shall be entitled to serve a termination notice under this Framework Agreement (a “Termination Notice”). 7.4 The Authority shall either approve the draft Remediation Plan within ten (10) Working Days of its receipt, or it shall inform the Contractor why it cannot accept the draft Remediation Plan (a “Non-Acceptance Notice”). In such circumstances, the Contractor shall address all such concerns in a revised Remediation Plan, which it shall submit to the Authority within five (5) Working Days of its receipt of the Authority’s comments. If no Non-Acceptance Notice is given within ten (10) Working Days of receipt, of the Contractor’s draft Remediation Plan, the draft Remediation Plan shall be deemed to be agreed. 7.5 If, despite the measures taken under paragraph 7.4 above a Remediation Plan cannot be agreed within thirty (30) Working Days of the Authority’s original Remediation Notice, then the Authority may elect to serve a Termination Notice. 7.6 Once agreed, the Contractor shall immediately start performing or complying with the actions or behaviours set out in the Remediation Plan. 7.7 If a Remediation Plan is agreed between the Parties, but the Contractor fails to implement or successfully complete the Remediation Plan by the date or dates set out in the Remediation Plan for completion, the Authority may (at its sole discretion): 7.7.1 terminate this Framework Agreement by serving a Termination Notice; or 7.7.2 give the Contractor a further opportunity to resume full implementation of the Remediation Plan; or 7.7.3 escalate any issues arising out of the failure to implement the Remediation Plan to the appropriate person in the Contractor’s organisation under the Dispute Resolution Procedure. 7.8 If, despite the measures taken under paragraph 7.7 above, the Contractor fails to implement the Remediation Plan in accordance with its terms, the Authority may elect to serve a Termination Notice. 7.9 The Authority may (at its discretion) choose not to follow the Remediation Plan Process if there is a repetition of substantially the same Service Failure as had previously been addressed in a Remediation Plan within a period of six (6) months following the conclusion of such previous Remediation Plan. In such event, the Authority may serve a Termination Notice. The Contractor as part of its tender for this Framework has signed and agreed to the Fair Payment Charter, a copy of which is annexed below. "We" "our" and "us" are to be construed as references to the Contractor. References to "supply chain" in this Schedule 12 mean sub-contractors (of any tier) including professional advisers and suppliers and "supply chain contract" means any contract with such persons or entities. Fair and transparent payment practices are an essential underpinning to achieving successful integrated working on projects. In working with each other in good faith and in a spirit of mutual trust and respect, we agree that for all Call-Off Contracts entered into pursuant to this Framework Agreement we will meet the ‘Fair Payment’ commitments set out below: • Members of the Contractor's supply chain have the right to receive correct full payment as and when due. Deliberate late payment or unjustifiable withholding of payment is ethically not acceptable; • ‘Fair Payment’ will apply equally between the Customer and the Contractor and throughout the Contractor's supply chain; • The process will be transparent in order that members of the supply chain have certainty of how much and when they will be paid; • Customers, where appropriate, will operate relevant Call-Off Contracts on an "Open Book" basis and the Contractor will comply with and support this; • The correct payment will represent the work properly carried out, or products supplied, in accordance with the relevant supply chain contract. Any Customer arrangements for retention will be replicated on the same contract terms throughout the supply chain. Any withholding of payment due to defects or non-delivery will be proportionate and demonstrably justified in line with arrangements made in the relevant Call-Off Contract; • To ensure effective and equitable cash flow for all those involved, all supply chain contracts will provide for regular payments and have payment periods not exceeding 30 days; • In order to avoid payment delays, the Customer and the Contractor will agree payment procedures at the outset of their Call-Off Contracts. Payment will be through electronic BACS transfer and will apply throughout the supply chain; and • Monitoring and auditing and problem resolution procedures will be agreed between the parties.

Remediation Plan Process. 7.1 If 23.1 Subject to Clause 23.2, if the Contractor – 7.1.1 materially breaches or fails to comply Supplier is in default in complying with any provision of its obligations under this Schedule 8; 7.1.2 materially breaches or fails to comply with any requirement or standard set out in Agreement and unless the KPIs; and/or 7.1.3 breaches or fails to comply (whether material or not) with any provision of this Schedule 8 and its accompanying annexes and/or any requirement or standard set out in the KPIs, (each of the above a “Service Failure”) then the Authority may exercise any of the rights and remedies set out in paragraphs 7.2 to 7.9 (inclusive) below of this Schedule, together referred to as the “Remediation Plan Process”, without prejudice to any other rights and remedies which it may have, and in particular without prejudice to either Party’s right to refer matters to the Dispute Resolution Procedure. 7.2 If a Service Failure occurs which default is capable incapable of remedy, the Authority may not terminate this Agreement without first operating the Remediation Plan Process. If the Supplier commits such a default, the Authority shall give a notice (a “Remediation Notice”) Notice to the Contractor Supplier which shall specify the Service Failure default in reasonable detail outline and (if appropriate) the actions the Contractor Supplier needs to take with respect to remedying remedy the Service Failuredefault. 7.3 23.2 The Authority shall be under no obligation to initiate the Remediation Plan Process if it issues a notice to terminate in the circumstances set out in clause 24.1.1, clause 24.1.4, clause 24.1.5 and clause 24.1.6. 23.3 Within ten (10) Working 30 Business Days of receipt of a Remediation Notice, the Contractor shall eitherSupplier shall: 7.3.1 23.3.1 submit a plan (“draft Remediation Plan”) in draft, even only if it disputes that it is responsible for the matters which are the subject of the Remediation Notice; or 7.3.2 23.3.2 inform the Authority that it does not intend to submit a Remediation Plan, in which event the Authority shall be entitled to serve a termination notice under this Framework Agreement (a “Termination Notice”). 7.4 23.4 The Authority shall either approve the draft Remediation Plan as soon as reasonably possible but in any event within ten (10) Working 30 Business Days of its receipt, receipt pursuant to Clause 23.3.1 or it shall inform the Contractor Supplier why it cannot accept the draft Remediation Plan (a “Non-Acceptance Notice”)Plan. In such circumstances, the Contractor Supplier shall address all such concerns in a revised Remediation Plan, which it shall submit to the Authority as soon as reasonably possible but in any event within five (5) Working 30 Business Days of its receipt of the Authority’s 's comments. If no Non-Acceptance Notice such notice is given within ten (10) Working Days of receipt, of the Contractor’s draft Remediation Plangiven, the Supplier's draft Remediation Plan shall be deemed to be agreed. 7.5 23.5 Once agreed, the Supplier shall promptly start work on the actions set out in the Remediation Plan. 23.6 If, despite the measures taken under paragraph 7.4 above clause 23.4, a Remediation Plan cannot be agreed within thirty (30) Working 30 Business Days of the Authority’s original Remediation Notice, then the Authority may elect to end the Remediation Plan Process and serve a Termination Notice. 7.6 Once agreed, the Contractor shall immediately start performing or complying with the actions or behaviours set out in the Remediation Plan. 7.7 23.7 If a Remediation Plan is agreed between the Partiesparties, but the Contractor Supplier fails to implement or successfully complete the Remediation Plan by the date or dates set out in the Remediation Plan for completionrequired completion date, the Authority may (at its sole discretion):may: 7.7.1 23.7.1 terminate this Framework Agreement by serving a Termination Notice; or; 7.7.2 23.7.2 give the Contractor Supplier a further opportunity to resume full implementation of the Remediation Plan; or 7.7.3 escalate any issues arising out of 23.7.3 refer the failure to implement the Remediation Plan to the appropriate person in the Contractor’s organisation matter for resolution under the Dispute Resolution Procedure. 7.8 23.8 If, despite the measures taken under paragraph 7.7 aboveclause 23.7, the Contractor Supplier fails to implement the Remediation Plan in accordance with its terms, the Authority may elect to end the Remediation Plan Process and refer the matter for resolution by the Dispute Resolution Procedure or serve a Termination Notice. 7.9 23.9 The Authority may (at its discretion) choose shall not be obliged to follow the Remediation Plan Process if there is a repetition of substantially the same Service Failure default by the Supplier as had previously been addressed in a Remediation Plan within a period of six (6) 3 months following the conclusion of such previous Remediation Plan. In such event, the Authority may serve a Termination Notice. The Contractor as part of its tender for this Framework has signed and agreed to the Fair Payment Charter, a copy of which is annexed below. "We" "our" and "us" are to be construed as references to the Contractor. References to "supply chain" in this Schedule 12 mean sub-contractors (of any tier) including professional advisers and suppliers and "supply chain contract" means any contract with such persons or entities. Fair and transparent payment practices are an essential underpinning to achieving successful integrated working on projects. In working with each other in good faith and in a spirit of mutual trust and respect, we agree that for all Call-Off Contracts entered into pursuant to this Framework Agreement we will meet the ‘Fair Payment’ commitments set out below: • Members of the Contractor's supply chain have the right to receive correct full payment as and when due. Deliberate late payment or unjustifiable withholding of payment is ethically not acceptable; • ‘Fair Payment’ will apply equally between the Customer and the Contractor and throughout the Contractor's supply chain; • The process will be transparent in order that members of the supply chain have certainty of how much and when they will be paid; • Customers, where appropriate, will operate relevant Call-Off Contracts on an "Open Book" basis and the Contractor will comply with and support this; • The correct payment will represent the work properly carried out, or products supplied, in accordance with the relevant supply chain contract. Any Customer arrangements for retention will be replicated on the same contract terms throughout the supply chain. Any withholding of payment due to defects or non-delivery will be proportionate and demonstrably justified in line with arrangements made in the relevant Call-Off Contract; • To ensure effective and equitable cash flow for all those involved, all supply chain contracts will provide for regular payments and have payment periods not exceeding 30 days; • In order to avoid payment delays, the Customer and the Contractor will agree payment procedures at the outset of their Call-Off Contracts. Payment will be through electronic BACS transfer and will apply throughout the supply chain; and • Monitoring and auditing and problem resolution procedures will be agreed between the parties.

Remediation Plan Process. 7.1 11.1 If the Contractor – 7.1.1 materially breaches or fails to comply with any provision of this Schedule 8; 7.1.2 materially breaches or fails to comply with any requirement or standard set out in commits a Default and the KPIs; and/or 7.1.3 breaches or fails to comply (whether material or not) with any provision of this Schedule 8 and its accompanying annexes and/or any requirement or standard set out in the KPIs, (each of the above a “Service Failure”) then the Authority may exercise any of the rights and remedies set out in paragraphs 7.2 to 7.9 (inclusive) below of this Schedule, together referred to as the “Remediation Plan Process”, without prejudice to any other rights and remedies which it may have, and in particular without prejudice to either Party’s right to refer matters to the Dispute Resolution Procedure. 7.2 If a Service Failure occurs which Default is capable of remedy, the Authority Company may give but shall not be obliged to: (a) issue a notice (a “Remediation Notice”) Notice to the Contractor which shall specify the Service Failure Default in reasonable detail outline and (if appropriate) the actions the Contractor needs to take with respect to remedying the Service FailureDefault; and (b) provide the Contractor with an opportunity to remedy the Default (without additional Fees) within a period of time and in a manner that is in accordance with the requirements of the Agreement and satisfactory to the Company (acting reasonably). For the avoidance of doubt, nothing in this clause 11.1 shall restrict the Company’s ability to recover losses already incurred as a result of a Default. 7.3 11.2 Within ten five (105) Working Business Days of receipt of a Remediation Notice, the Contractor shall either: 7.3.1 (a) submit a plan (“draft Remediation Plan”) in draft, even if it disputes that it is responsible for Plan to the matters which are the subject of the Remediation NoticeCompany; or 7.3.2 (b) inform the Authority Company that it does not intend to submit a Remediation Plan, in which event the Authority Company shall be entitled to serve a termination notice under this Framework Agreement escalate the matter in accordance with clause 29 (a “Termination Notice”Resolution of Disputes). 7.4 11.3 The Authority Company shall either approve the draft Remediation Plan within ten (10) Working Days of its receiptpursuant to clause 11.2(a), or it shall inform the Contractor why it cannot accept the draft Remediation Plan (a “Non-Acceptance Notice”)Plan. In such circumstances, the Contractor shall address all such concerns in a revised Remediation Plan, which it shall submit to the Authority Company within five three (53) Working Business Days of its receipt of the AuthorityCompany’s comments. If no Non-Acceptance Notice such notice is given within ten (10) Working Days of receiptgiven, of the Contractor’s draft Remediation Plan, the 's draft Remediation Plan shall be deemed to be agreed. 7.5 If, despite the measures taken under paragraph 7.4 above a Remediation Plan cannot be agreed within thirty (30) Working Days of the Authority’s original Remediation Notice, then the Authority may elect to serve a Termination Notice. 7.6 11.4 Once agreed, the Contractor shall immediately start performing or complying with work on the actions or behaviours set out in the Remediation Plan. 7.7 11.5 If, despite the measures taken under clause 11.3, a Remediation Plan is not agreed within 20 Business Days of the date of the Remediation Notice then the Company may escalate the matter in accordance with clause 29 (Resolution of Disputes). 11.6 If a Remediation Plan is agreed between the Partiesparties, but the Contractor fails to implement or successfully complete the Remediation Plan by the date or dates set out in the Remediation Plan for completionrequired remedial plan completion date, the Authority may Company may: (at its sole discretion): 7.7.1 terminate this Framework Agreement by serving a Termination Notice; or 7.7.2 a) give the Contractor a further opportunity to resume full implementation of the Remediation Plan; (b) escalate the matter in accordance with clause 29 (Resolution of Disputes); (c) proceed under clause 12 (Step-In); or 7.7.3 escalate any issues arising out (d) proceed under clause 13 (Buy-Out). 11.7 If the Contractor refuses to submit a Remediation Plan under clause 11.2(b), or a Remediation Plan is not agreed within the 20 Business Day period referred to in clause 11.5, the Company may elect in its absolute discretion to proceed under clause 12 (Step-In) or clause 13 (Buy- Out). 11.8 For the avoidance of doubt: (a) the rights and remedies of the failure to implement the Company under any provision of clauses 10 (Service Credits), 11 (Remediation Plan to the appropriate person Process), 12 (Step-In) and 13 (Buy-Out): (i) may be applied, as specified in the Contractor’s organisation relevant Remediation Notice, in connection with the relevant Default and Services; and (ii) are in addition to and not in replacement for any other rights or remedies available to it under the Dispute Resolution Procedure.Agreement; and 7.8 If, despite (b) the measures taken under paragraph 7.7 above, exercise of rights and remedies by the Contractor fails to implement the Remediation Plan Company in accordance with its termsclauses 10 (Service Credits), the Authority may elect to serve a Termination Notice. 7.9 The Authority may 11 (at its discretion) choose not to follow the Remediation Plan Process if there is a repetition of substantially the same Service Failure as had previously been addressed in a Remediation Plan within a period of six Process), 12 (6Step-In) months following the conclusion of such previous Remediation Plan. In such event, the Authority may serve a Termination Notice. The Contractor as part of its tender for this Framework has signed and agreed to the Fair Payment Charter, a copy of which is annexed below. "We" "our" and "us" are 13 (Buy-Out) shall not be considered to be construed as references to the Contractor. References to "supply chain" in this Schedule 12 mean sub-contractors (a waiver of any tier) including professional advisers and suppliers and "supply chain contract" means any contract with such persons or entities. Fair and transparent payment practices are an essential underpinning to achieving successful integrated working on projects. In working with each other in good faith and in a spirit of mutual trust and respect, we agree that for all Call-Off Contracts entered into pursuant to this Framework Agreement we will meet breach by the ‘Fair Payment’ commitments set out below: • Members Contractor of the Contractor's supply chain have the right to receive correct full payment as and when due. Deliberate late payment or unjustifiable withholding of payment is ethically not acceptable; • ‘Fair Payment’ will apply equally between the Customer and the Contractor and throughout the Contractor's supply chain; • The process will be transparent in order that members of the supply chain have certainty of how much and when they will be paid; • Customers, where appropriate, will operate relevant Call-Off Contracts on an "Open Book" basis and the Contractor will comply with and support this; • The correct payment will represent the work properly carried out, or products supplied, in accordance with the relevant supply chain contract. Any Customer arrangements for retention will be replicated on the same contract terms throughout the supply chain. Any withholding of payment due to defects or non-delivery will be proportionate and demonstrably justified in line with arrangements made in the relevant Call-Off Contract; • To ensure effective and equitable cash flow for all those involved, all supply chain contracts will provide for regular payments and have payment periods not exceeding 30 days; • In order to avoid payment delays, the Customer and the Contractor will agree payment procedures at the outset of their Call-Off Contracts. Payment will be through electronic BACS transfer and will apply throughout the supply chain; and • Monitoring and auditing and problem resolution procedures will be agreed between the partiesAgreement.

Remediation Plan Process. 7.1 37.1 If the Contractor – 7.1.1 materially breaches or fails to comply with any provision of this Schedule 8; 7.1.2 materially breaches or fails to comply with any requirement or standard set out in Supplier commits a Default and the KPIs; and/or 7.1.3 breaches or fails to comply (whether material or not) with any provision of this Schedule 8 and its accompanying annexes and/or any requirement or standard set out in the KPIs, (each of the above a “Service Failure”) then the Authority may exercise any of the rights and remedies set out in paragraphs 7.2 to 7.9 (inclusive) below of this Schedule, together referred to as the “Remediation Plan Process”, without prejudice to any other rights and remedies which it may have, and in particular without prejudice to either Party’s right to refer matters to the Dispute Resolution Procedure. 7.2 If a Service Failure occurs which Default is capable of remedy, the Authority Council may not terminate this agreement without first operating the Remediation Plan Process. If the Supplier commits such a Default, the Council shall give a notice (a “Remediation Notice”) Notice to the Contractor Supplier which shall specify the Service Failure Default in reasonable detail outline and (if appropriate) the actions the Contractor Supplier needs to take with respect to remedying the Service FailureDefault. 7.3 37.2 The Council shall be under no obligation to initiate the Remediation Plan Process if it issues a Termination Notice pursuant to clause 36.1(a) in the circumstances set out in clause 36.1(d)(ii) (Termination for material default), clause 36.1(d)(iv) (Termination for repeated default in remediation plan), clause 36.1(d)(vi) (Termination for critical service failure), clause 36.1(d)(vii) (Termination for harm) or clause 36.1(d)(viii) (Termination for insolvency). 37.3 Within ten (10) Working 5 Business Days of receipt of a Remediation Notice, the Contractor Supplier shall either: 7.3.1 (a) submit a plan (“draft Remediation Plan”) in draft, even if it disputes that it is responsible for the matters which are the subject of the Remediation Notice; or 7.3.2 (b) inform the Authority Council that it does not intend to submit a Remediation Plan, in which event the Authority Council shall be entitled to serve a termination notice under this Framework Agreement (a “Termination Notice”). 7.4 37.4 The Authority Council shall either approve the draft Remediation Plan within ten (10) Working 5 Business Days of its receiptreceipt pursuant to clause 37.3, or it shall inform the Contractor Supplier why it cannot accept the draft Remediation Plan (a “Non-Acceptance Notice”)Plan. In such circumstances, the Contractor Supplier shall address all such concerns in a revised Remediation Plan, which it shall submit to the Authority Council within five (5) Working 5 Business Days of its receipt of the Authority’s Council's comments. If no Non-Acceptance Notice such notice is given within ten (10) Working Days of receipt, of the Contractor’s draft Remediation Plangiven, the Supplier's draft Remediation Plan shall be deemed to be agreed. 7.5 37.5 Once agreed, the Supplier shall immediately start work on the actions set out in the Remediation Plan. 37.6 If, despite the measures taken under paragraph 7.4 above clause 37.4, a Remediation Plan cannot be agreed within thirty (30) Working 15 Business Days of the Authority’s original Remediation Notice, then the Authority Council may elect to end the Remediation Plan Process and serve a Termination Notice. 7.6 Once agreed, the Contractor shall immediately start performing or complying with the actions or behaviours set out in the Remediation Plan. 7.7 37.7 If a Remediation Plan is agreed between the Partiesparties, but the Contractor Supplier fails to implement or successfully complete the Remediation Plan by the date or dates set out in the Remediation Plan for completionrequired remedial plan completion date, the Authority may Council may: (at its sole discretion): 7.7.1 a) terminate this Framework Agreement agreement by serving a Termination Notice; or 7.7.2 (b) give the Contractor Supplier a further opportunity to resume full implementation of the Remediation Plan; or 7.7.3 (c) escalate any issues arising out of the failure to implement the Remediation Plan to the appropriate person in the Contractor’s organisation Supplier's Implementation Services Manager under the Dispute Resolution Procedure. 7.8 37.8 If, despite the measures taken under paragraph 7.7 aboveclause 37.7, the Contractor Supplier fails to implement the Remediation Plan in accordance with its terms, the Authority Council may elect to end the Remediation Plan Process and refer the matter for resolution by the Dispute Resolution Procedure or serve a Termination Notice. 7.9 37.9 The Authority may (at its discretion) choose Council shall not be obliged to follow the Remediation Plan Process if there is a repetition of substantially the same Service Failure Default as had previously been addressed in a Remediation Plan within a period of six (6) twelve months following the conclusion of such previous Remediation Plan. In such event, the Authority Council may serve a Termination Notice. The Contractor as part of its tender for this Framework has signed and agreed to the Fair Payment Charter, a copy of which is annexed below. "We" "our" and "us" are to be construed as references to the Contractor. References to "supply chain" in this Schedule 12 mean sub-contractors (of any tier) including professional advisers and suppliers and "supply chain contract" means any contract with such persons or entities. Fair and transparent payment practices are an essential underpinning to achieving successful integrated working on projects. In working with each other in good faith and in a spirit of mutual trust and respect, we agree that for all Call-Off Contracts entered into pursuant to this Framework Agreement we will meet the ‘Fair Payment’ commitments set out below: • Members of the Contractor's supply chain have the right to receive correct full payment as and when due. Deliberate late payment or unjustifiable withholding of payment is ethically not acceptable; • ‘Fair Payment’ will apply equally between the Customer and the Contractor and throughout the Contractor's supply chain; • The process will be transparent in order that members of the supply chain have certainty of how much and when they will be paid; • Customers, where appropriate, will operate relevant Call-Off Contracts on an "Open Book" basis and the Contractor will comply with and support this; • The correct payment will represent the work properly carried out, or products supplied, in accordance with the relevant supply chain contract. Any Customer arrangements for retention will be replicated on the same contract terms throughout the supply chain. Any withholding of payment due to defects or non-delivery will be proportionate and demonstrably justified in line with arrangements made in the relevant Call-Off Contract; • To ensure effective and equitable cash flow for all those involved, all supply chain contracts will provide for regular payments and have payment periods not exceeding 30 days; • In order to avoid payment delays, the Customer and the Contractor will agree payment procedures at the outset of their Call-Off Contracts. Payment will be through electronic BACS transfer and will apply throughout the supply chain; and • Monitoring and auditing and problem resolution procedures will be agreed between the parties.