THE ORDERED SERVICES. 2.1. [*** as specified in the Catalogue and/or CUSTOMER Order ***]
THE ORDERED SERVICES. The services outlined in the Department’s Invitation to Tender for Contract ITQ 33524. schedule 2-3 THE CHARGES This Schedule 2-3 sets out the Charges as agreed for this Contract: The Charges shall be as follows:
THE ORDERED SERVICES. The Ordered Services are in accordance with the services of Lot 7 of the Legal Services Framework. The period of the Contract is 9 months, starting on the date stated on page 4 point (f) of this Contract. The Service Provider will deliver Services to advise and support the Client in the establishment of a viable New Company (NewCo) which will own and exploit the Best Management Practice (“Swirl”) products, and on the selection of a private sector partner to take a controlling share in NewCo and the creation of appropriate corporate and governance structures and other contracts for NewCo, all as more clearly set out in paragraphs 2.4 to 2.12 of this Schedule 2-2. The Service Provider will, unless instructed otherwise by the Client: Represent the interests of the Client during the process to select the private sector partner, by providing written advice to the Client on the structure of NewCo, which considers the attractiveness of the investment opportunity to the private sector; Participate in and support the NewCo set-up negotiations with prospective private sector partners ("PSPs"), including revising legal documentation as necessary to support and reflect the outcome of these negotiations; Provide written advice on the corporate structure, intellectual property, corporate governance, procurement, state aid, employee incentives and other aspects of the transaction, including conducting due diligence as necessary; Produce the following legal documentation: Assignment agreement, relating to the transfer of the Swirl intellectual property from the current owner(s) to Newco; Business transfer agreement, relating to the transfer of the existing Swirl business to Newco; Services agreement, between the Newco and the PSP; Articles of Association and the Memorandum of Association, as well as related documentation required to incorporate NewCo; Shareholders’ agreement among the shareholders of Newco, including the Client, the PSP and (possibly) NewCo and/or an employee benefit trust or similar arrangement; Subscription agreement and associated documentation, dealing with the PSP's subscription for shares in Newco. (This document may be combined with the Shareholders agreement); Other ancillary legal documents relating to the establishment of NewCo as a going concern; and Commercial contracts with third parties such as accreditors and exam institutes which will form the basis of NewCo’s revenue stream. Advise on the current contracts with APMG and TSO, including on ...
THE ORDERED SERVICES. As defined here: The work will be undertaken within the context of the Read report’s recommendation: ‘A rigorous quality assurance programme should be put in place to validate the quality of management information reported by departments.’ 2.2 The Service Provider will provide a team from Monday 8th October for up to three months to provide support to establish what baseline operational process key controls might look like. 2.3 The Service Provider will deliver in line with the following key stages: Stage Outputs Identification and confirmation of operational processes to be included in the scope. These will include the following processes: Entity level; Procurement; Major Projects Spend; Payroll; Accounts Receivable (or similar); Budget Management; Reporting (QDS preparation); and Grants Expenditure This will also include agreeing a matrix which outlines which processes may be relevant for AME – revenue and capital, CDEL, and RDEL. The Service Provider recognises that there may be key parameters relevant for QDS reporting that fall outside the scope of the processes and sub processes defined above. This will include the following categories as a minimum, plus a maximum of 5 other areas: Procurement Categories Desktop cost per user Number of FTEs These parameters will be identified prior to finalising sub processes in scope and control objectives will be defined as appropriate. Paper outlining operational process matrix which has been agreed with CO MI Steering Group. Identification and confirmation of the key sub processes to be included in the scope. For example, for purchase to pay, the sub processes may include the following sub-processes: Requisition; Order; Goods receipt; Invoice processing; and Invoice payment. This will also include agreeing the appropriate format for reporting and sharing the minimum baseline key control objectives. When in scope sub processes have been agreed, the Service Provider will perform a detailed mapping to QDS line items and additional control objectives to areas of the QDS not covered will be defined as appropriate. Paper outlining key sub processes included in scope which has been agreed with CO MI Steering Group. This paper will also include the agreed format for reporting and sharing these control objectives. Drawing on best practices, to draft minimum baseline key control objectives for all sub processes. Initial minimum baseline key control objectives for all sub processes. Minimum control objectives will be refine...
THE ORDERED SERVICES. The requirement is to provide commercial and procurement law services to the CLIENT [DWP Commercial Directorate/DWP Legal Group] in support of a wide range of contract and procurement activities. Advice may be required for a number of different areas of DWP business. Some of this work has a significant cross Government element.
THE ORDERED SERVICES. The following activities are, as a minimum, required to be carried out by the provider. (Note that where a holding company structure is used, more than one version of relevant shareholders‟ documentation may be required to be drafted.) Activities required: Attend initial kick-off meeting with HMT in order to be briefed on the assignment; Review heads of terms produced by HMT; Draft initial suite of shareholders‟ documentation for PF2 market engagement to include: o Draft shareholders‟ agreement; o Draft initial articles of association; o Draft initial loan stock deed; and o Draft explanatory memo to accompany the initial shareholders‟ documentation, and agree this documentation with HMT. Attend a meeting with HMT following its period of consultation with the PF2 market to discuss changes to be made to the suite of documentation prior to the presentation of the final draft; Draft final suite of shareholders documentation. to include: o Draft final shareholders‟ agreement; o Draft final articles of association; and o Draft final loan stock deed; In addition to draft an HMT user guide to the final suite of standardised shareholders‟ documentation; Provide ad hoc advice to HMT in order to support the HMT consultation process with the PF2 market; Provide tax and procurement advice on any issues arising out of the use of the suite of standardised shareholders‟ documentation; and Prepare and advise on any ancillary documentation and/or issues arising out of the use of the suite of standardised shareholders‟ documentation. It is expected that the assignment will take no more than 12 working days in practice.
THE ORDERED SERVICES. 2.1. The Services are to be covered under Lot 7of the Legal Services Framework Agreement.
2.2. As per the Appendix 2 of the Statement of requirements, the Services are as follows:
THE ORDERED SERVICES. 2.1. Advise the CLIENT in respect of intercreditor matters on the Thameslink Rolling Stock Project;
2.2. Represent the CLIENT in intercreditor negotiations with the other funders on the project
2.3. Review and comment on intercreditor documentation (assume that the Intercreditor Agreement is drafted by Clifford Chance, the existing funders‟ counsel)
2.4. Advise the CLIENT in respect of its relationship with the European Investment Bank (EIB) as provider of the loan to be guaranteed by the CLIENT;
2.5. Represent the CLIENT in negotiations with the EIB as provider of the loan to be guaranteed by the CLIENT;
2.6. Advise the CLIENT in respect of matters related to the development of the guarantee document, including any matters arising from rating agency requirements in respect of the form of the guarantee; and
2.7. Prepare the guarantee document and any ancillary finance documents arising as a result of the use of the guarantee.
THE ORDERED SERVICES. 2.1 as specified in the Contractor’s proposal, dated 7th April 2011 and appended to this contract.
