ࡱ> \_WXYZ[9 Fbjbj@@ R*h*h*rr!!!!!48!8!8!h!l %$8!0(((((2*\-l.?AAAAAA$Rve!/2*2*//e!!((4z0=0=0=/j!(!(?0=/?0=0=~8ϩ(uo0j SX+0$ȹ<@ȹϩϩȹ!ӪX//0=/////ee<j///////ȹ/////////rX :  DATED: day of 2023 THE Vale of Glamorgan Council and CONTRACT For the Processing of Commingled Recyclable Materials within the Vale of Glamorgan CONTENTS Pages FRONT PAGE 1 CONTENTS 2 1. PRELIMINARY 3 - 12 2. THE SERVICE 13 3. VARIATIONS TO THE SERVICE 13 - 14 4. FORCE MAJEURE 14 - 15 5. ADMINISTRATION 15 - 16 6. WARRANTIES & ACKNOWLEDGMENTS 16 - 17 7. PREMISES & CONSENTS 17 - 18 8. PERFORMANCE & MONITORING 18 - 21 9. INFORMATION & REPORTING 21 - 23 10. INSURANCES 23 - 24 11. INDEMNITIES & LIMITATIONS ON LIABILITY 24 - 25 12. HEALTH & SAFETY 25 - 26 13. PAYMENT PROVISIONS 26 - 28 14. EMPLOYEES 28 - 30 15. TERMINATION 30 - 33 16. CHANGE IN CONTROL, ASSIGNMENT & SUB-LETTING 33 - 34 17. PROBLEM SOLVING, DISPUTE AVOIDANCE & RESOLUTION 34 - 35 18. GENERAL 35 - 38 SCHEDULE 1 PRICING FORMULA 39 SCHEDULE 2 SPECIFICATION 40 - 41 SCHEDULE 3 PERFORMANCE STANDARDS 42 SCHEDULE 4 VARIATION PROCEDURE 43 - 45 SCHEDULE 5 INSURANCES 46 SCHEDULE 6 OFFICERS 47 SCHEDULE 7 FORM OF BOND 48 - 49 SCHEDULE 8 PARENT COMPANY GUARANTEE 50 - 57 SCHEDULE 9 PARTNERING TERMS 58 ATTESTATION 59 BACKING PAGE 60 THIS AGREEMENT is made on the day of 2023 BETWEEN: (1) The Vale of Glamorgan Council of Civic Offices Holton Road Barry Vale of Glamorgan CF63 4RU (the Council) and (2) (The Provider) BACKGROUND (A) The Council is the waste collection authority and waste disposal authority for the Vale of Glamorgan for the purposes of the Environmental Protection Act 1990 (B) The Council has procured a contract for the provision of the Services and the Provider has sufficient knowledge and understanding of the Services and is willing and able to perform all the Services in accordance with the terms and conditions of this Agreement 1. PRELIMINARY Definitions In this Agreement unless the context otherwise requires the following terms shall have the meanings attributed thereto: 1.1 Affiliate in relation any company, any holding company or subsidiary of that company or any subsidiary of such holding company and holding company and subsidiary shall have the meanings given in Part 38 of the Companies Act 2006; 1.2 Agreement this agreement including the Specification and all schedules and appendices attached hereto; 1.3 Assigned Employees any person employed by the Provider or by any Sub-Contractor who is engaged wholly or mainly in connection with and who is assigned to the provision of the Services or that part which is transferring under a Relevant Transfer or who would have been employed if he had not been dismissed in the circumstances described in Regulation 7(1) of the TUPE Regulations; 1.4 Authorised Officer the representative of the Council (or any duly appointed deputy) as initially listed in Schedule 6 (Officers) as the same may be replaced from time to time; 1.5 Bond a performance bond substantially in the form set out in Schedule 7 (Form of Bond); 1.6 Change in Law the coming into effect after the Commencement Date of any Law or any amendment or variation to any Law; 1.7 Commencement Date 1st February 2023; 1.8 Contract means the contract arising from the acceptance by the Council and the Provider of the terms and conditions of this Agreement and associated documentation, namely the ITT and Providers Tender; 1.9 Contract Material the kerbside collected single stream co-mingled material arising from all households and those commercial premises with official collection agreements within the Vale of Glamorgan area; 1.10 Contract Price the sums payable by the Council to the Provider as set out in Schedule 1; 1.11 Contract Year means the Commencement Date to the 31st January 2023; 1.12 Contracting Authority as defined in the Public Contracts Regulations 2015; 1.13 Council The Vale of Glamorgan Council of Civic Offices, Holton Road, Barry, Vale of Glamorgan CF63 4RU; 1.14 Council Change Notice a notice issued by the Council in accordance with Schedule 4 proposing a Variation; 1.15 Council Default has the meaning given to it in clause 15.1.1; 1.16 Default a failure of the Provider to perform the Services in whole or in part in accordance with the provisions of the Contract; 1.17 Default Notice a notice issued by the Council in accordance with and containing the information set out in clause 8.2.3; 1.18 Dispute a disagreement, contention or difference of opinion arising under the Contract or in respect of any licences issued therefrom; 1.19 Environment Agency the Environment Agency established pursuant to the Environment Act 1995 and its respective successors, substitutes and assigns; 1.20 Environmental Liability all costs, expenses, liabilities, claims, damages, penalties or fines arising from any criminal or civil liability under any Law or any obligation under any Law to take, or to pay for, remedial action or to prevent pollution of the environment; 1.21 Environmental Tax any tax or levy imposed by HM Government for the protection of the environment; 1.22 EPA Environmental Protection Act 1990; 1.23 Estimate the aggregate of any estimated increased operating costs, capital costs and financing costs less the aggregate of any reduced operating costs, capital costs and financing costs; 1.24 Force Majeure Event war, natural flood, drought, exceptionally adverse weather conditions, strike, lockout (other than a strike or lock-out which is limited to the Providers personnel), civil disorder, malicious damage, Act of God, power cuts or delays or without limitation other event outside the control of the parties which could not have reasonably been foreseen or avoided; 1.25 Good Industry Practice using standards, practices, methods and procedures conforming to Law and exercising a degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in services similar to the Provider; 1.26 Health and Safety Policy the health and safety policy submitted as part of the Providers Tender subject to any amendments or modifications as approved by the Council; 1.27 Index the Consumer Price Index; 1.28 Information Laws Freedom of Information Act 2000 (FOIA) and/or the Environmental Information Regulations 2004 (EIR) and the Codes of Practice on the Discharge at Public Authorities Functions and Management of Records issued in accordance with Sections 45 and 46 of the FOIA and all codes of practice issued under the EIR from time to time and all other Laws relating to access to public information; 1.29 Initial Term the period from the Commencement Date to 31st January 2023; 1.30 Intellectual Property Rights all copyright, trademark or patent rights, registered and unregistered design rights, service marks and all other intellectual or industrial property rights howsoever caused; 1.31 Irremediable Default a Default which is incapable of being remedied; 1.32 Irremediable Default Notice a notice issued by the Council in accordance with and containing the information set out in clause 8.3.2; 1.33 ITT the Invitation to Tender issued by the Council to the Provider prior to the 1.34 Law any applicable statute or any delegated or subordinate legislation, any enforceable community rights within the meaning of Section 2 of the European Communities Act 1972, duly applicable guidance, code of practice, direction, judgement or determination with which the Council and/or the Provider is bound to comply; 1.35 MRF a material recycling facility with the capability of processing a minimum capacity of 100 tonnes of Contract Material per week, equating to 5,200 tonnes per annum 1.36 Necessary Consents all approvals, certificates, exemptions, authorisations, permissions, licences, permits, regulations and consents necessary from time to time for the performance of the Service; 1.37 New Contract a contract to provide services to the Council the same as or similar to the Services in substitution for the Provider of any Sub-Contractor (in whole or part); 1.38 New Provider any person contracted to provide services to the Council the same as or similar to the Service at any time in substitution of the Provider or any Sub-Contractor (in whole or in part); 1.39 Parent Company Guarantee a parent company guarantee substantially in the form set out in Schedule 8; 1.40 Parties The Vale of Glamorgan Council of Civic Offices, Holton Road, Barry, Vale of Glamorgan CF63 4RU and .. each referred to as Party; 1.41 Partnership Board a board comprising representatives from both parties; 1.42 Performance Standards the performance standards required to be met by the Provider as set out in Schedule 3; 1.43 Persistent Breach where together more than 40 Default Notices are recorded in any four week period; 1.44 Prohibited Act (i) the offering or giving to any person any gift or consideration of any kind as: an inducement or reward for doing or forbearing to do any act in relation to the obtaining or execution of the Contract or any other contract with the Council, save in respect of payments made to a Sub-Contractor in the normal course of the Contract; or for showing or forbearing to show favour or disfavour to any person in relation to the Contract or any other contract with the Council; committing any offence under the Bribery Act 2010; or giving any fee or reward the receipt of which is an offence under sub-section (2) of Section 117 of the Local Government Act 1972; 1.45 Prospective Tenderer a person who has or is invited to submit a tender in relation to the provision of the Services (in whole or in part) or services of a similar nature to any of those provided by the Provider; 1.46 Provider .............. .. ..l..; 1.47 Provider Change Notice a notice issued by the Provider in accordance with Schedule 4 proposing a Variation; 1.48 Provider Default has the meaning given to it in clause 15.2.1; 1.49 Provider Premises all premises including MRFs which are in the ownership and/or control of the Provider and necessary for the provision of the Services together with reprocessing facilities to which the Provider has access throughout the Term; 1.50 Providers Manager the representative of the Provider, initially listed in Schedule 6 as the same may be replaced from time to time in accordance with the terms of the Contract; 1.51 Providers Tender the Providers tender dated , Service Delivery Plans, Health and Safety Policy and other documents submitted by it with its tender; 1.52 Quality Management System Safety, Health, Environmental & Quality (SHEQ) Management System complying with ISO9001, ISO14001 and OHSAS 18001; 1.53 Regulatory Body the Environment Agency, the Department of the Environment, Food and Rural Affairs, the European Union Commission or other regulatory authority (other than the Council) including any health and safety enforcement agency, with power to regulate the Service and/or the Contract and their respective successors and substitutes; 1.54 Relevant Professional Body the relevant body to hear the dispute as set out in clause 17.2.3; 1.55 Relevant Transfer a transfer to the Council or a New Provider of the Services or any part of the Services at any time during the Term or at the end of the Term or on the date of early termination of the Contract; 1.56 Remediation Notice a notice issued by the Council setting out the nature of the Default and the timeframe for remediation in accordance with clause 8.2.2; 1.57 Representatives means any employee officer or authorised agent or contractor of a party; 1.58 Required Insurances the insurances described in Schedule 5 together with any other insurance as may be required from time to time by Law with reputable insurers of good standing within the European Union; 1.59 Review Date means each anniversary of the Commencement Date; 1.60 Service Delivery Plans the service delivery plans set out within the Specification attached hereto as Schedule 2; 1.61 Services the waste management services to be performed by the Provider as more properly described in the Specification and any Variations made thereto in accordance with clause 3; 1.62 Specification the specification for the Services attached hereto as Schedule 2; 1.63 Specified Rate the rate of 4% above the base rate at Lloyds Bank Plc from time to time applicable; 1.64 Staff any employee, worker or agent of, or other person from time to time engaged or employed by the Provider or any Sub-Contractor in connection with the provision of the Service; 1.65 Sub-Contractor a person to whom the Provider sub-contracts the whole or part of the provision of the Services in accordance with clause 16.3 and references to Sub-Contract and Sub-Contracting shall be construed accordingly; 1.66 Term the Initial Term including any extension made pursuant to clause 1.3.2; 1.67 Termination Date the date of expiry of the Term or such earlier date of termination in accordance with the Contract; 1.68 TUPE Information the details of: (a) the total number of Staff; (b) in relation to each member of Staff, his employment status and what role he performs; (c) the total payroll bill (i.e. total taxable pay and allowances including employers contributions to pension schemes) of all Assigned Employees; (d) in relation to each Assigned Employee: (i) his identity, age and gender; (ii) the terms and conditions of his employment including but not limited to length of continuous employment, any contractual notice period, any contractual redundancy entitlement, remuneration, overtime and premium rates, benefits, customer practices, sick leave provisions, holiday entitlement, any agreed pay rises and when they are to take effect; (iii) any outstanding or potential liability for past breaches of contract of employment; (iv) any outstanding or potential statutory liability; (v) information of any court or tribunal case, claim or action brought against the Provider within the previous 2 years or that the Provider has reasonable grounds to believe that it may bring against the Council and/or the New Provider arising out of his employment with the Provider, together with any outstanding disputes of a material nature; (vi) information of any disciplinary or grievance procedures taken against or by him (as appropriate) within the previous 2 years in circumstances where the Employment Act 2002 (Dispute Resolution) Regulations 2004 apply; (vii) information of any collective agreement which applies to him; and (viii) any other information relating to the Assigned Employees as may reasonably be required by the Council and/or a Prospective Tender and/or a New Provider for the purposes of the application of the TUPE Regulations; 1.69 Variation any variation to the Contract (including to the Performance Standards) or to the Services; 1.70 VAT value added tax or any similar or substituted tax; 1.71 Waste Management Licence any Necessary Consent issued in accordance with Section 33 of the EPA or Section 9 of the Pollution Prevention and Control Regulations 2000 from time to time in respect of any facility, site or premises used in connection with the Service; 1.72 WTS a waste transfer station located within a 25 mile radius of the Vale of Glamorgan to be maintained by the Provider as a facility from which to haul the Contract Material to the Provider Premises. 1.2 Interpretation In the Contract unless the context otherwise requires: 1.2.1 time shall, during the period of summer time, be British Summer Time but otherwise Greenwich Mean Time; 1.2.2 words importing the masculine gender include the feminine gender and vice versa; 1.2.3 words importing the singular number include the plural number and vice versa; 1.2.4 words importing persons include firms companies and corporations and vice versa; 1.2.5 references to numbered clauses and schedules are references to the relevant clause in or schedule to the Contract; 1.2.6 references in any schedule to the Contract to numbered paragraphs relate to the numbered paragraphs of that schedule; 1.2.7 where any obligation is undertaken by two or more persons jointly they are to be jointly and severally liable in respect of that obligation; 1.2.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done; 1.2.9 any party who agrees to do something shall be deemed to fulfil that obligation if that party procures that it is done; 1.2.10 the headings to the clauses schedules and paragraphs of the Contract shall not affect the interpretation; 1.2.11 any sum payable by one party to the other shall be exclusive of VAT which shall where it is chargeable be paid in addition to the sum in question at the time when the sum in question is due to be paid; any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment 1.3 Commencement and Duration 1.3.1 The Contract shall commence on the Commencement Date and unless terminated at an earlier date in accordance with the provisions herein, will continue in force during the Initial Term and for the period of any extension to the Initial Term made in accordance with clause 1.3.2. 1.4 Bonds and Guarantees 1.4.1 On or prior to the Commencement Date the Provider shall if requested by the Council provide: (a) a Bond with a reputable surety within the European Union in the sum of 10% of the annual Contract Price such Bond to be in place for the Term; or (b) at the discretion of the Council, the Parent Company Guarantee from its parent company (as defined in Part 38, section 1173 of the Companies Act 2006). 2. THE SERVICE 2.1 Provision of the Service The Provider agrees in consideration of the payment of the Contract Price to provide the Services with all reasonable skill prudence and foresight and in accordance with: the terms of the Contract (including without limitation the Specification and the Performance Standards); the requirements of all Necessary Consents; all applicable Laws; and any reasonable instructions of the Authorised Officer acting in good faith. 3. VARIATIONS TO THE SERVICE Council Variations Subject to clause 3.1.2 the Council shall be entitled to propose a Variation in accordance with the procedures set out in Schedule 4 (Variation Procedure). The Council shall not propose a Variation which: infringes any Law; or would require the Provider to apply for an unobtainable amendment to a Necessary Consent, or an unobtainable new Necessary Consent; or would materially and adversely affect the Providers ability to deliver the Services. 3.2 Provider Variations Where the Provider wishes to introduce a Variation, it must comply with the procedures set out in Schedule 4 (Variation Procedure). Unless the Councils acceptance specifically agrees to an increase in the Contract Price, there shall be no increase in the Contract Price as a result of a Variation proposed by the Provider. The Council shall not reject a Variation proposed by the Provider, which is required in order to conform to a Change in Law. 3.3 Valuation and Payment If a Variation proposed by the Provider causes or will cause the Providers costs or those of a Sub-Contractor to decrease the Council and the Provider shall share in the savings and there shall be an adjustment to the Contract Price to take account of the Councils share of the savings. The value of the Estimate submitted by the Provider in accordance with Schedule 4 (Variation Procedure) shall be calculated in accordance with either: Schedule 1 (Pricing Formula) where the Variation is of a similar character to the Services currently being performed; or at fair rates and prices where the Variation is not of a similar character to the Services currently being performed so that the Provider is in no worse or better position. Payment of the value of any Variation shall be made through a pro-rata adjustment to the Contract Price over the remainder of the Term. 3.4 Amendments to Documentation The Parties shall as soon as reasonably practicable after the agreement of any Variation execute such documents as may be necessary to amend the provisions of the Contract accordingly. 4. FORCE MAJEURE 4.1.1 If either party is delayed or hindered in or prevented from performing any of its obligations under the Contract by a Force Majeure Event then, so long as that Force Majeure Event continues, that party shall be excused from performance of such obligation to the extent that party is so delayed, hindered or prevented. 4.1.2 On the occurrence of a Force Majeure Event, the affected party shall notify the other party as soon as practicable. The notification shall include details of the Force Majeure Event, including evidence of its effect on the obligations of the affected party and any action proposed to mitigate its effect. 4.1.3 As soon as practicable following such notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and facilitate the continued performance of the Contract. 4.1.4 The affected party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under the Contract. Following such notification the Contract shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event. Neither Party shall be deemed to be in breach of the Contract, or otherwise be liable to the other, by reason of any delay or failure in performance of any of its obligations under the Contract, to the extent that the delay or failure is caused by a Force Majeure Event relating to it and time for performance shall be extended accordingly. For so long as the Providers obligations are suspended as a result of a Force Majeure Event: the Councils corresponding payment obligation shall be reduced to reflect any actual savings in cost made by the Provider as a consequence of non-performance or any reduced performance of the Service by the Provider; and the Council shall be entitled to make alternative arrangements for the provision of the Service. 5. ADMINISTRATION 5.1 Officers The Authorised Officer shall liaise with and give instructions to the Provider and its Representatives in relation to all matters concerning the performance by the Provider of its obligations under the Contract and to determine any matters or issue any notices as may be the function of the Authorised Officer under the Contract; From time to time the Authorised Officer may appoint one or more representatives to act for the Authorised Officer generally or for specified purposes or periods. When such an appointment is made, the Authorised Officer shall give notice in writing to the Provider. The Providers Manager shall have the power on behalf of the Provider in connection with any matter relating to the performance of the Services and shall exercise the rights, functions and obligations of the Provider under the Contract. To the extent it is reasonably possible the Provider shall not change the identity of the Providers Manager without first discussing the matter with the Contract and having reasonable regard to the views of the Council in relation to any proposed replacement. The Providers Manager shall attend a half yearly meeting with the Authorised Officer (at times and at the locations specified by the Authorised Officer) to review the provisions of the Service, the achievement or not by the Provider of the Performance Standards and any other matters relating to the operation of the Service, including determination of those issues to be referred to the Partnership Board. 5.2 Partnership Board The Parties shall use all reasonable endeavours to set up and participate in a Partnership Board within 3 months of the Commencement Date and agree to be bound by the partnering terms set out in Schedule 9. 5.3 Good Faith The Parties and their Representatives shall at all times in relation to the Contract and the performance of the Service act reasonably and in good faith. 5.4 Assistance in Legal Proceedings If requested to do so by the Authorised Officer, the Provider shall give all reasonable assistance and co-operation and provide to the Council any relevant information which is not confidential in connection with any legal inquiry, arbitration or court proceedings in which the Council may become involved, or any relevant disciplinary hearing internal to the Council, or any inquiry by the Local Government Ombudsman, arising out of the provision of the Services. Where the Provider becomes aware of any incident, accident or other matter which may give rise to a complaint to the Local Government Ombudsman or a claim or legal proceedings in respect of the provision or failure to provide the Services, it shall notify the Authorised Officer in writing as soon as practicable and in any event within 48 hours. Such notification in writing shall include all relevant information which is not confidential to enable the Authorised Officer to investigate the matter fully. Such information provided or assistance rendered pursuant to clauses 5.4.1 and 5.4.2 above, in whatever form, shall be at no cost to the Council unless otherwise ordered or determined in any decision or other outcome of any such inquiry, arbitration, court proceedings or enquiry by the Local Government Ombudsman. 6. WARRANTIES & ACKNOWLEDGMENTS Provider Warranties 6.1.1The Provider warrants and represents that: it has the full capacity and authority to enter into and to perform each of its obligations under the Contract; the Contract is executed by a duly authorised representative of the Provider; that the information supplied in the Providers Tender is true and accurate; there are no material facts or circumstances in relation to the financial position or operational constitution of the Provider which have not been fully and fairly disclosed to the Council and which if disclosed might reasonably have been expected to affect the decision of the Council to enter into the Contract; and in entering into the Contract, it has not committed any Prohibited Act. 6.2 Acknowledgements 6.2.1 The Provider shall be deemed to have: gathered all information necessary to perform its obligations under the Contract; and (b) satisfied itself as to the nature and extent of the risks assumed by it under the Contract and the accuracy of the rates and prices it has stated in Schedule 1 (Pricing Formula). 7. PREMISES AND CONSENTS 7.1 Provider Premises 7.1.1 The Provider shall be responsible for providing all Provider Premises. 7.1.2 The Provider shall: obtain and maintain any Necessary Consents to use the Provider Premises for the purpose of the Service; ensure that the Provider Premises are available for the Term; be responsible for the payment of all fees, charges, rates and all other outgoings or expenses (including, but not limited to all Environmental Liability) in relation to the Provider Premises; operate, keep in repair and maintain the Provider Premises in accordance with all Laws and Good Industry Practice; and insure the Provider Premises in accordance with clause 10 (Insurance). 7.2 Rights of Access 7.3.1 The Provider shall at all times during the Term allow the Council and its Representatives access on reasonable notice during normal working hours (save in the case of emergency where no notice shall be required) to the Provider Premises for the purpose of: (a) monitoring and inspecting work being performed in order to provide the Services; and (b) inspecting all assets and systems and procedures used by the Provider to provide the Services. 7.3 Necessary Consents 7.3.1 Subject to clause 7.3.2, the Provider shall at its own cost use all reasonable endeavours to obtain all necessary Waste Management Licences/Environmental permits no later than 30 days following the Commencement Date. 7.3.2 Unless otherwise agreed, the requirement to use all reasonable endeavours in clause 7.3.1 shall not extend to any obligation on the Provider to appeal any decision of the Environment Agency. 7.3.3 If the application made for a Waste Management Licence under clause 7.3.1 is refused, or if the application is approved, but subject to such onerous terms which mean the Provider is unable to perform the Services for the prices set out in Schedule 1, then the Parties shall meet and agree a way forward and any failure to agree shall be resolved pursuant to clause 17. 7.3.4 If, as a condition of approving the transfer of a Waste Management Licence to the Provider pursuant to clause 7.3.3, the Environment Agency/National Resources Wales imposes such onerous terms which mean either the Provider is unable to perform the Services in accordance with the terms of the Contract or the Provider is unable to provide the Services for the prices set out in Schedule 1, then the Parties shall meet and agree a way forward and any failure to agree shall be resolved pursuant to clause 17. 8. PERFORMANCE AND MONITORING 8.1 Quality Assurance and Service Delivery Plans 8.1.1 The Provider shall ensure that all aspects of the Service are carried out in accordance with the Quality Management System and the Service Delivery Plans. 8.1.2 Throughout the Term the Provider shall continue to maintain and seek accreditation under the Quality Management System. 8.2 Review and Monitoring of Performance 8.2.1 The Authorised Officer may investigate each case where the Provider appears, for whatever reason, to be in Default. 8.2.2 Where the Authorised Officer is satisfied that in any particular case the Provider is in Default he shall be entitled to instruct the Provider to remedy the Default within such reasonable period as the Authorised Officer may determine by issuing a Remediation Notice, unless the Default, in the opinion of the Authorised Officer, falls within clause 8.3. 8.2.3 If the Provider fails to comply with any Remediation Notice issued by the Authorised Officer, the Authorised Officer shall be entitled to issue a Default Notice to the Provider specifying: (a) the nature of the Default; and (b) instructions to the Provider to remedy the Default within such reasonable period as the Authorised Officer may determine. 8.2.4 The administrative costs together with the cost of re-inspection incurred by the Council in respect of each Default Notice issued shall be 100 and such sums shall be deducted from the Providers monthly statement in accordance with clause 13.2 (Ascertainment of Amounts Due in Certificates). The Parties agree the amounts of the deductions stated in this clause constitute liquidated damages for administration and re-inspection and are not a penalty. 8.2.5 If the Provider fails to remedy any Default which is the subject of a Default Notice in accordance with the time limits set out therein pursuant to clause 8.2.2, a second Default Notice shall be issued requesting the Provider to remedy the Default within 24 hours of the issue of the second Default Notice and thereafter a further Default Notice shall be issued every 24 hours until the Authorised Officer is satisfied that the Default has been remedied and the Council shall be entitled to: (a) engage another contractor to carry out the work which is the subject of the Default Notice which has not been remedied and recover from the Provider all costs and expenses associated therewith, including any administration costs; and/or (b) invoke the termination provisions under clause 15.2.1 where the failure amounts to a Persistent Breach. 8.2.6 The Authorised Officer shall endeavour to issue all Default Notices in writing but in the event that this is not practicable it may do so verbally (whether in person or by telephone) and shall confirm the issue of such Default Notices in writing as soon as reasonably practicable. The response times for the Default Notices shall begin at the time of the transmission of the relevant notice either verbally or in writing by the Authorised Officer. 8.3 Irremediable Default 8.3.1 The Authorised Officer may issue a Default Notice to the Provider where an Irremediable Default may have or appears to have occurred. 8.3.2 Where the Authorised Officer is satisfied that in any particular case the Provider is in Irremediable Default he shall be entitled to issue an Irremediable Default Notice to the Provider: (a) specifying the nature of the Irremediable Default; and (b) requesting written acknowledgement from the Provider within 24 hours of the date of the Irremediable Default Notice that an Irremediable Default exists. 8.3.3 On expiry of the 24 hour notice period within the Irremediable Default Notice the Council shall be entitled to invoke the termination provisions under clause 15.2.1. 8.3.4 The administrative costs incurred by the Council in respect of each Irremediable Default Notice issued shall be 100 and such sums shall be deducted from the Providers monthly statements in accordance with clause 13.2. The Parties agree the amount of the deduction stated in this clause shall constitute liquidated damages for administration and are not a penalty. 8.3.5 The Authorised Officer shall endeavour to issue all Irremediable Default Notices in writing but in the event that it is not practicable it may do so verbally (whether in person or by telephone) and shall confirm the issue of such Irremediable Default Notices in writing as soon as reasonably practicable. The response times for the Irremediable Default Notices shall begin at the time of the transmission of the relevant notice either verbally or in writing by the Authorised Officer. 8.4 Provider Direct Monitoring 8.4.1 Where the Provider is unable to perform the Services or any part of it at any time, the Provider shall immediately inform the Authorised Officer and confirm the same in writing giving details of the circumstances, reasons and likely duration of the delay in Services. The provision of information in accordance with this clause shall not in any way release or excuse the Provider from any of its obligations under the Contract. 8.4.2 The Providers Manager shall be available to attend any inspection or meeting at agreed times if so requested by the Authorised Officer. The Providers Manager shall be required to provide sufficient management information in such detail as to satisfy the Authorised Officer of its working arrangements. 8.4.3 The Provider shall maintain up-to-date records of its own monitoring system and shall make these records available as part of any regular contact meetings or upon the reasonable request of the Authorised Officer. 8.4.4 The scope and content of the monitoring records should be such as to assure the Authorised Officer that a true and objective assessment of performance and quality of the Service is being undertaken and that problems or potential problems are identified and corrected as early as possible. 8.4.5 Without prejudice to other rights and remedies available to the Council, the Provider shall take any necessary action required to correct or pre-empt any problems or potential problems identified by the Authorised Officer as a result of the monitoring procedures specified in the Contract. 8.4.6 The Provider shall develop a quality system for managing any complaint it receives relating to the Services to the satisfaction of the Authorised Officer. If any person or organisation makes a complaint concerning the Services, the Provider shall immediately investigate the complaint and take such corrective action as is appropriate. 9. INFORMATION AND REPORTING 9.1 Providers Records 9.1.1 Throughout the Term the Provider shall supply to the Authorised Officer such information relating to the Service as is set out in the Specification at the times and frequencies set out therein. 9.1.2 The Provider shall keep and maintain written records of the procedures adopted by it in order to provide the Service and shall make the same available to the Council upon reasonable request. 9.1.3 The Provider shall supply the Council with such assistance, data and information as the Council may reasonably require so far as the same is necessary to enable it to comply with the Best Value Accounting Code of Practice issued by Charted Institute of Public Finance and Accountancy. 9.2 Data Protection 9.2.1 The Council and the Provider shall ensure that it and its Representatives comply in all respects with the provisions of the Data Protection Act 1998 in relation to all information made available to each other throughout the Term. 9.3 Statutory and Regulatory 9.3.1 The Provider shall promptly notify the Council of any notice, order or instruction issued or served on it by a Regulatory Body relating to the Service or the Contract or any request made for information pursuant to the Information Laws. 9.3.2 The Provider will immediately notify the Council of any application made by it to a Regulatory Body for any variation to any Necessary Consents or any change requested by a Regulatory Body to any Necessary Consent. The Provider will not make any application of its own volition that, if granted, will mean that any aspect of the Service cannot then be provided. 9.4 Intellectual Property 9.4.1 The Provider shall not in connection with the performance of the Services, use, manufacture, supply or delivery any process, article, matter or thing which would be an infringement of any Intellectual Property Rights. 9.5 Confidentiality 9.5.1 The Parties shall keep confidential all matters relating to the Contract and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matter relating to the Contract. 9.5.2 Clause 9.5.1, shall not apply to: (a) any disclosure of information that is reasonably required by persons engaged in the performance of its obligations under the Contract; (b) any matter which a Party can demonstrate is already generally available and in the public domain otherwise than as a result of a breach of this clause 9.5; (c) any disclosure which is required by Law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or Regulatory Body having the force of Law; (d) any disclosure of information which is already lawfully in the possession of the receiving Party, prior to its disclosure by the disclosing Party; (e) any disclosure by the Council of any document related to the Contract to which it is a Party and which the Provider (acting reasonably) has agreed with the Council contains no commercially sensitive information; or (f) any examination pursuant to Section 6(1) of the National Audit Act 1983. 9.5.3 Where disclosure is permitted under paragraph 9.5.2 the recipient of the information shall be made aware of the confidential nature of the information and shall be subject to appropriate obligations of confidentiality. 9.5.4 The Provider shall not make use of the Contract or any information issued or provided by or on behalf of the Council in connection with the Contract otherwise than for the purpose of providing the Services, except with the prior written consent of the Council. 9.5.5 Upon the Termination Date the Provider shall upon request by the Council ensure that all documents or computer records in its possession, custody or control, which contain personal information, including any documents in the possession, custody or control of a Sub-Contractor, are either delivered up to the Council or destroyed as directed. 9.5.6 The Parties acknowledge that the National Audit Office has the right to publish details of the Contract (including commercially sensitive information) in its relevant reports to Parliament. 9.6 Publicity 9.6.1 The Provider shall not make any press announcements or publicise the Contract or its contents in any way without the prior written consent of the Council, which shall not be unreasonably withheld or delayed. 9.7 Information Laws 9.7.1 Notwithstanding clause 9.5 (Confidentiality) the Provider acknowledges that the Council is subject to obligations under the Information Laws and shall in all respects and at no additional cost to the Council co-operate promptly with the Councils requests to assist the Council in complying with its disclosure obligations under the Information Laws. 9.7.2 The Provider agrees that: (a) without prejudice to the generality of clause 9.5 the provisions of clause 9.5 are subject to the Councils obligations and commitments under the Information Laws; (b) subject to clause 9.7.3 the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Council; and (c) where the Council is managing a request for information made pursuant to the Information Laws, the Provider shall co-operate with the Council and shall respond within 5 working days of any request by the Council for assistance in determining how to respond to a request for disclosure. 9.7.3 The Council will consult with the Provider in writing in relation to any request for disclosure of the information set out in Schedule 7 in accordance with the Information Laws. 9.7.4 The Provider shall not respond directly to a request for information regarding the Contract pursuant to the Information Laws unless it is expressly authorised to do so by the Council or is required to do so by Law (in which case the Council must be notified of the disclosure as soon as reasonably possible). 10. INSURANCES 10.1 Insurance Requirements 10.1.1 The Provider shall at its own cost take out and maintain the Required Insurances which must remain in place for the Term and be effective in each case not later than the Commencement Date. 10.1.2 If the Provider is in breach of clause 10.1.1, the Council may pay any premiums required to keep the Required Insurances in force or itself procure such insurances and may in either case recover such amounts from the Provider together with an administration charge of 50 either by way of deductions from amounts payable by the Council to the Provider under the Contract or by recovering the same as a debt due to the Council from the Provider. 10.1.3 Upon reasonable written notice from the Authorised Officer the Provider shall furnish the Authorised Officer, as and when reasonably required, with copies of current policies or certificates of brokers or other evidence which shows to the reasonable satisfaction of the Authorised Officer that the requirements of clause 10.1.1 are being met. 10.1.4 No Party to the Contract shall take any action or fail to take any reasonable action, or (insofar as it is reasonably within its power) permit anything to occur in relation to it, which would, or is likely to entitle any insurer to refuse to pay any claim under any insurance policy in which that Party is an insured, a co-insured or additional insured person. 10.1.5 The Provider shall notify the Council within 30 days after any claim in excess of 10,000 on any of the insurance policies referred to in this clause 10.1 accompanied by full details of the incident giving rise to the claim. 10.1.6 The terms of any insurance or the amount of cover shall not relieve the Provider of any liabilities under the Contract. It shall be the responsibility of the Provider to determine the amount of insurance cover that will be adequate to enable the Provider to satisfy any liability referred to in clause 11. 11. INDEMNITIES AND LIMITATIONS ON LIABILITY 11.1 Indemnities 11.1.1 The Provider shall indemnify and keep indemnified the Council against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of Contract (including but without limitation) any breach of its obligations under clauses 14.3 and 14.4 or breach of Law arising out of or in connection with any act or omission of the Provider of its Representatives under the Contract, save to the extent that the same is caused by or arises from the negligence, breach of Contract or breach of Law arising out of or in connection with any act or omission of the Council or is Representatives under the Contract. 11.1.2 Notwithstanding any other provision of the Contract neither Party will be liable to the extent permitted by Law to the other party in connection with the Contract and/or any documents entered into pursuant to or in connection with the Contract and/or any documents entered into pursuant to or in connection with the Contract (including without limitation) the Licences for any indirect special or consequential loss or damage which includes, but is not limited to any loss of profit, revenue, anticipated savings, use, goodwill or business opportunities (whether direct or indirect). 11.1.3 Each Party shall at all times take all reasonable steps to minimise and mitigate any loss or damage for which the relevant Party is entitled to bring a claim against the other Party pursuant to the Contract. 11.1.4 Notwithstanding any other provision of the Contract neither Party limits or excludes its liability for: (a) fraud or fraudulent misrepresentation; (b) loss of or damage to property; or (c) death or personal injury caused by its negligence. 12. HEALTH AND SAFETY 12.1 Health and Safety Management 12.1.1 The Provider shall ensure that all health and safety matters concerning the Contract are dealt with in accordance with: (a) the Health and Safety Policy; and (b) the Health and Safety at Work etc Act 1974 and all other Laws pertaining to health and safety of employees and other affected persons. 12.1.2 The Provider shall: (a) conduct the Services so as to eliminate or minimise so far as is reasonably practicable any health and safety risks to members of the public, the Councils Representatives and the Providers Staff; and (b) accept full responsibility for the day-to-day operational aspects of health and safety while performing the Services. (c) inform the Council immediately of any breaches in health and safety law and regulation; (d) co-operate fully with the Council in its monitoring of health and safety standards; and (e) inform the Council immediately of any health and safety issues relating to the Councils health and safety responsibilities pertaining to the Contract. 12.1.3 The Council and the Provider shall throughout the Term conduct regular monitoring, reviews and audits of the Health and Safety Policy and the arrangements in place for complying with the policy. 13. PAYMENT PROVISIONS 13.1 Payments 13.1.1 In consideration of the Provider carrying out its obligations under the Contract the Council shall pay to the Provider the Contract Price as set out in Schedule 1 in accordance with this clause 13. 13.1.2 At the end of each calendar month, the Provider shall submit to the Authorised Officer an invoice in respect of the work forming part of the Services which has been completed by the Provider during the previous calendar month in a format to be agreed between the Parties. 13.1.3 Within 30 days of the receipt of the invoice the Authorised Officer shall issue a certificate certifying the amount properly due to the Provider in accordance with the Contract which shall take into account any adjustments made in accordance with clause 13.2 and the Council shall pay to the Provider such amount as is properly certified and due within 30 days following receipt of the Providers invoice. 13.1.4 The method of payment to be used by the Council will be an electronic transfer to the Providers bank account. 13.2 Ascertainment of Amounts Due in Certificates 13.2.1 The amount stated as being due in a certificate issued by the Authorised Officer pursuant to clause 13.1.3 shall be the value of work forming part of the Services which has been provided by the Provider, measured and valued in accordance with Schedule 1 and as adjusted by the following: (a) less any previous payments made to the Provider for that part of the Services; (b) less any deductions ascertained in accordance with clause 8.2; (c) less any payment in respect of any Services which the Provider has either failed to provide or has provided inadequately; and (d) any other additions or deductions as otherwise authorised in the Contract. 13.3 Disputed Invoices 13.3.1 Where either Party disputes any sum to be paid to it then a payment equal to the sum not in dispute shall be paid and the Dispute as to the sum that remains unpaid shall be referred in accordance with clause 17. 13.4 Interest on Late Payments 13.4.1 Each Party shall be entitled to charge the other and the other Party shall pay interest on any overdue payments (which are not disputed) accruing from day-to-day at the Specified Rate. 13.5 Taxes 13.5.1 The Council shall pay to the Provider such VAT as may be chargeable by the Provider in connection with the provision of the Services. The Provider shall issue a tax invoice in respect thereof which clearly shows separately the amount of VAT chargeable. 13.5.2 Any Environmental taxes payable relating to the Services shall be paid by the appropriate party as set out in Schedule 1. 13.6 Indexation 13.6.1 The prices contained in Schedule 1 shall be reviewed on the Review Date and shall be increased or reduced by a percentage equivalent to the percentage increase or reduction (if any) shown by the Index since the last Review Date (or in the case of the first Contract Year, since the Commencement Date) and such increase or reduction shall take effect in respect of the 12 month period commencing on the relevant Review Date. 13.7 Audit 13.7.1 The Provider shall install and implement such apparatus and systems as the Authorised Officer may from time to time require to ensure that the Council is charged for and pays only such amounts as it is obliged to under the terms of the Contract. 13.7.2 The Provider shall at all times maintain a full record on an open book basis of particulars of the costs of performing the Services and shall keep books of accounts in accordance with the best accountancy practice with respect to the Services showing the following detail: (a) administrative overheads; (b) payments made to Sub-Contractors; (c) capital and revenue expenditure. 13.7.3 The Provider shall permit records referred to in this clause 13.7 to be examined and copied by the Council and the Councils auditor and their Representatives. 13.7.4 The records referred to in this clause shall be retained for a period of at least 6 years after the Termination Date. 13.7.5 All information referred to in this clause is subject to the obligations set out in clause 9.5 and clause 9.7. 14. EMPLOYEES 14.1 Employees 14.1.1 Throughout the Term the Provider shall be responsible for ensuring that it has sufficient Staff for the proper and efficient performance of the Services and that Staff: (a) are at all times adequately supervised and are discharging their duties in accordance with the Contract; (b) where agreed to be provided as part of the Service Delivery Plans, will be assigned to work on the Services; (c) observe all Health and Safety Policies and security requirements in relation to any premises where they discharge their duties; (d) are properly attired according to the nature of their duties in identifiable uniforms and, where necessary, protective clothing and footwear; (e) disclose their identity to the Council or to any third party on request; do not solicit or act in such a manner as to induce payment for performance of the Services; and (g) are informed of all aspects of the Contract which are directly applicable to them. 14.2 Equal Opportunities and Human Rights 14.2.1 The Provider shall at all times comply with its statutory obligations and shall not treat one group of people less favourably than others because of their colour age race nationality ethnic or national origin (including citizenship) disability marital status religion or belief sex or sexual orientation in relation to decisions to recruit train promote or retain Staff 14.2.2 The Provider shall observe so far as possible the Commission for Racial Equalitys Code of Practice on Racial Equality in Employment as approved by Parliament in 2005 and comply with the provisions of the Equality Act 2010 14.2.3 In the performance of the Service and its dealings with service users, Council Representatives and members of the general public, the Provider shall comply and shall ensure that its Staff comply with: the Human Rights Act 1998 as if the Provider were a public body (as defined in the Human Rights Act 1998); (b) The Commission for Racial Equality and Code of Practice on Racial Equality in Employment as approved by Parliament in 2005 and comply with the provisions of the Equalities Act 2010; (c) all Laws relating to equal opportunities, including but without limitation relating to disability discrimination, sex discrimination and race relations; and (d) the Councils equal opportunities policies and procedures as may be adopted and amended from time to time and as notified to the Provider. 14.3 Providers Obligations and Indemnities 14.3.1 The Provider shall be responsible for all emoluments and other benefits in respect of its Staff and shall procure that any Sub-Contractor shall be responsible for the same in respect of its Staff including, without limitation all wages, holiday pay, bonuses, commissions, PAYE, national insurance contributions, pension contributions and otherwise which are attributable to the period from the Commencement Date. 14.4 Measures on Termination of Contract 14.4.1 During the period of 3 months preceding the end of the Term or immediately after the Council or the Provider has given notice to terminate the whole or part of the Contract the Provider shall: (a) as soon as reasonably practicable, at the request of the Council fully and accurately disclose to the Council the TUPE information in respect of the Assigned Employees which the Council and/or a Prospective Tenderer and/or a New Provider may reasonably require and permit the Council to use the TUPE Information supplied (subject to the Council complying with its obligations under the Data Protection Act 1998 and appropriate obligations of confidentiality) to inform any Prospective Tenderer and/or New Provider about the Assigned Employees. If during the period between supplying the TUPE Information and the Relevant Transfer there is any material change in the TUPE Information supplied or new information is discovered, the Provider shall, as soon as reasonably practicable, disclose to the Council the updated information; (b) use all reasonable endeavours to co-operate with any other reasonable request made by the Council concerning the TUPE Information requested under clause 14.4.1(a); and (c) shall not, without the prior written agreement of the Council (such agreement not to be unreasonably withheld or delayed), materially alter or change any of the terms and conditions of employment of an Assigned Employee or replace any Assigned Employee or deploy any employee other than an Assigned Employee to perform the Services or remove from the provision of the Services any Assigned Employee or materially increase the number of persons performing the Service. 14.4.2 If the Provider fails to provide or keep updated the TUPE Information requested in clause 14.4.1 then the Council may without prejudice to any other rights it may have under the Contract, disqualify or disallow or otherwise bar the Provider from tendering for the New Contract, or other contract. 15. TERMINATION 15.1 Termination on Council Default 15.1.1 If during the Term the Council commits a Council Default which will arise where the Council: (a) fails to make payment of any amount (other than any amount being disputed in good faith in accordance with clause 13.3 (Disputed Invoices) of money exceeding 10% of the annual Contract Price that is due and payable by the Council in accordance with the terms of the Contract within 45 days of the date that the amount fell due for payment; or (b) breaches any of its obligations under the Contract which substantially frustrates or renders it impossible for the Provider to perform its obligations under the Contract for a continuous period of 2 months. the Provider may, without prejudice to any rights or remedies already accrued, elect to terminate the Contract in accordance with clauses 15.1.2 and 15.1.3 below. 15.1.2 If a Council Default has occurred and the Provider wishes to terminate the Contract, it must serve a termination notice on the Council within 30 days of becoming aware of the Council Default specifying the nature of the Council Default and the Providers intention to terminate. 15.1.3 The Contract will terminate on the day falling 45 days after the date the Council receives the termination notice, unless the Council rectifies the Council Default within 14 days of receipt of the termination notice. 15.2 Termination for Provider Default 15.2.1 If, during the Term the Provider commits a Provider Default which will arise where the Provider: (a) commits a breach of any of its obligations under the Contract which materially and adversely affects the performance of the Services; or (b) commits and Irremediable Default; or (c) makes an assignment of the Contract in breach of clause 16.2 (Assignment and Novation); or (d) commits a Persistent Breach; or (e) breaches any of its obligations under clause 10 (Insurance); or (f) fails to perform the Service for a continuous period of 7 days or for a total period of 30 days in any 12 month period during the Term, then the Council may serve a termination notice on the Provider. 15.2.2 The termination notice referred to in clause 15.2.1 must specify: (a) the type and nature of Provider Default that has occurred; and (b) that all or part of the Contract will terminate on the day falling 30 days after the date the Provider receives the termination notice unless the Provider rectifies the Provider Default within 14 days of receipt of the termination notice. 15.2.3 The Council shall be entitled to extend the timeframes specified in clause 15.2.2(b) to such other times as may be reasonable. 15.2.4 If the Provider: (a) rectifies the Provider Default within the time period specified in the termination notice, the termination notice will be deemed to be revoked and the Contract will continue; (b) fails to rectify the Provider Default within the time period specified in the termination notice then the Council may, without prejudice to any accrued rights or remedies under the Contract, terminate the Contract on the day specified in the termination notice which date shall fall on a day up to 90 days of the receipt of the termination notice. 15.3 Termination on Provider Insolvency 15.3.1 If the Provider: (a) becomes bankrupt, or makes a composition or arrangement with its creditors, or has an order in respect of its company for voluntary arrangement for a composition of debts, or scheme or arrangement approved in accordance with the Insolvency Act 1986; (b) has a winding up order made, or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding up passed; (c) has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; (d) has an administrative receiver, as defined in the Insolvency Act 1986, appointed; or has possession taken, by or on behalf of the holders of any debentures secured by a floating charge, or any property comprised in, or subject to, the floating charge then in any such circumstance the Council may, without prejudice to any accrued rights or remedies under the Contract, terminate the Contract forthwith by written notice with immediate effect or subject to written notice to the Provider terminate on any day which day shall be stated in the termination notice and which shall be a date falling up to 90 days after the date of receipt of the termination notice. 15.4 Termination on Corrupt Gifts or Fraud 15.4.1 If a Prohibited Act is committed by the Provider or by any of its Representatives not acting independently of the Provider, then the Council may, without prejudice to any accrued rights or remedies under the Contract, terminate the Contract forthwith by written notice with immediate effect or subject to written notice to the Provider terminate on any day which day shall be stated in the termination notice and which shall be a date falling up to 90 days after the date of receipt of the termination notice. 15.4.2 If the Prohibited Act is committed by any Representative of the Provider acting independently, then the Council may, without prejudice to any accrued rights or remedies under the Contract, terminate the Contract by written notice and the Contract will terminate on the date specified in the termination notice which shall be a date within 90 days of receipt of such termination notice unless the Provider procures the termination of such persons employment, or (in the event that such person is not employed directly by the Provider) if such person is not acting independently of their employer, the appointment of their employer and (if necessary) procures the performance of such part of the Services by another person. 15.4.3 Any notice of termination under this clause 15.4 shall specify: (a) the nature of the Prohibited Act; (b) the identity of the party whom the Council believes has committed the Prohibited Act; and (c) the date on which the Contract will terminate, in accordance with the applicable provision of this clause 15.4. 15.5 Voluntary Termination by the Council 15.5.1 The Council may terminate the Contract at any time subsequent to expiry of the Initial Term by providing 3 months written notice of the same. 15.6 Termination upon Force Majeure 15.6.1 If a Force Majeure Event prevents either Party from performing its obligations under the Contract in any material respect for a period of 2 consecutive months then provided the notification requirements set out in clause 4 (Force Majeure) have been complied with without prejudice to any accrued rights or remedies under the Contract, either Party may terminate the Contract by giving 30 days/months notice in writing to the other Party. 15.7 Expiry 15.7.1 The Contract shall terminate automatically on expiry of the Term unless it shall have been terminated earlier in accordance with the provisions of the Contract. The Provider shall not be entitled to any compensation on expiry of the Term. 15.8 Effect of Termination 15.8.1 Notwithstanding that a Party may have a right to terminate the Contract that Party may elect to continue to treat the Contract as being in full force and effect and to enforce its rights under the Contract. 15.9 Survival 15.9.1Termination of the Contract for any reason shall not affect this clause 15.9 and the following clauses which shall continue in force after such termination: clause 1.1 (Definitions) and clause 1.2 (Interpretation); clause 5.4 (Assistance in Legal Proceedings); clause 9.5 (Confidentiality); clause 9.7 (Information Laws); clause 11.1 (Indemnities and Limitations on Liability) clause 13.3 (Disputed Invoices); clause 13.4 (Interest on Late Payments); clause 14.3 (Providers Obligations and Indemnities); clause 14.4 (Measures on Termination of Contract); clause 15 (Termination); clause 16.3.2 (Sub-Contracting); clause 17 (Problem Solving, Dispute Avoidance and Resolution); clause 18.5 (Notices); clause 18.8 (Duty to Co-operate); clause 18.11 (Set-off); clause 18.13 (Law of Contract and Jurisdiction). 16. CHANGE IN CONTROL, ASSIGNMENT AND SUB-CONTRACTING 16.1 Change of Control of Provider 16.1.1 Subject to clause 16.1.2, the Provider shall inform the Council immediately of any change in the ownership of the Provider. 16.1.2 For the purpose of clause 16.1.1 the following circumstances shall be disregarded: (a) any change in beneficial or legal ownership of any shares that are listed on a stock exchange; (b) any transfer of shares or of any interest in shares by a person to its Affiliate. 16.2 Assignment and Novation 16.2.1 The Provider shall not assign, novate or otherwise dispose of or create any trust in relation to all or any of its rights and obligations under the Contract to any person (other than to an Affiliate) without the prior written consent of the Council (such consent not to be unreasonably withheld or delayed). 16.2.2 The Council shall be entitled to: (a) assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof of any Contracting Authority; or (b) novate the Contract to any other body established by the Crown or under statute in order to substantially perform any of the functions that previously had been performed by the Council. 16.3 Sub-Contracting 16.3.1 The Provider shall not Sub-Contract the provision of the Services or any part thereof without the prior written consent of the Council (such consent not to be unreasonably withheld or delayed). 16.3.2 The Provider shall remain responsible to the Council for the performance of its obligations under the Contract notwithstanding the appointment of any Sub-Contractor and shall be responsible for the acts omissions and neglects of its Sub-Contractors. 16.3.3 Where the Council has consented to the placing of Sub-Contracts, copies of each Sub-Contract shall be sent by the Provider to the Authorised Officer within 2 working days of issue. 17. PROBLEM SOLVING, DISPUTE AVOIDANCE AND RESOLUTION 17.1 Referral to the Partnership Board 17.1.1 Any Dispute shall in the first instance be referred to the Authorised Officer and the Providers Manager who shall use all reasonable skill care and diligence to ensure they receive the views of all parties and consider all solutions proposed when attempting to resolve the Dispute. 17.1.2 Where the Authorised Officer and the Providers Manager do not achieve within 30 days of being notified of the Dispute a solution acceptable to all Parties involved, and provided no right of termination has been exercised, then the Dispute shall be referred to the Partnership Board, or where there is no Partnership Board then clause 17.2 (Independent Expert) shall apply. 17.1.3 The Partnership Board shall use all reasonable skill, care and diligence to ensure that it receives the views of all parties and considers all solutions proposed with the objective of resolving the Dispute and achieving an agreed solution. 17.1.4 Where the Partnership Board do not achieve within 28 days of being notified of the Dispute a solution acceptable to all parties involved and provided no right of termination has been exercised, then clause 17.2 (Independent Expert) shall apply. 17.2 Independent Expert 17.2.1 If the Dispute cannot be resolved pursuant to clause 17.1, either Party shall be entitled to refer the Dispute to be decided by a single independent expert agreed in writing by the Parties or in default of such agreement within 14 days to be appointed at the request of any party by the Relevant Professional Body pursuant to clause 17.2.3 and the decision of such independent expert shall be conclusive and binding on the Parties in the absence of manifest error. 17.2.2 The costs of the independent expert (including those of his or her appointment) as well as those of the Parties shall be at the independent experts discretion having regard, without limitation, to the conduct of the Parties. The independent expert shall give the Parties the opportunity to make representations and counter-representations to him or her within specified time limits. 17.2.3 The Relevant Professional Body shall be: (a) in the case of a Dispute under clause 13 (Payment Provisions) the (Institute of Chartered Accountants in England and Wales) (or any successor body); (b) in the case of a Dispute under clause 2 (the Service), clause 3 (Variations to the Service), clause 7 (Premises and Consents) and any provision of the Specification the (Chartered Institution of Wastes Management) (or any successor body); and (c) for all other Disputes the (Law Society of England and Wales) (or any successor body) or such other professional body as designated or recommended by it. 18. GENERAL 18.1 Waiver and Cumulative Remedies 18.1.1 No term or provision of the Contract shall be considered as waived by any Party unless a waiver is given in writing by that Party in a manner that expressly states that a waiver is intended and such waiver shall only be operative with regard to the specific circumstances referred to. 18.1.2 The rights and remedies provided by the Contract are cumulative and, unless otherwise provided in the Contract, are not exclusive of any right or remedies provided at Law or in equity or otherwise under the Contract. 18.2 Counterparts 18.2.1 The Contract may be executed in one or more counterparts and any Party may enter into the Contract by executing a counterpart. Any single counterpart or a set of counterparts executed in either case by all the Parties shall constitute one and the same agreement and a full original of the Contract for all purposes. 18.3 Successors 18.3.1 The provisions of the Contract are binding on any successors in title of the Parties. 18.4 Relationship of the Parties 18.4.1 The Provider shall not be or be deemed to be an agent of the Council and the Provider shall not hold itself out as having authority or power to bind the Council in any way. 18.4.2 Nothing in the Contract shall be construed as creating a partnership or legal relationship of any kind that would impose liability upon one Party for the act or failure to act of the other Party, or to authorise either Party to act as agent for the other Party. Neither Party shall have authority to make representations, act in the name of, or on behalf of, or to otherwise bind the other Party. 18.5 Notices 18.5.1 All notices to be given under the Contract shall be in writing and shall either be delivered personally or sent by first class or pre-paid post or by facsimile transmission and shall be deemed duly served: (a) in the case of a notice delivered personally, at the time of delivery; (b) in the case of a notice sent by first class pre-paid post, 2 clear working days after the date of dispatch; and (c) in the case of a facsimile transmission, if sent during normal working hours then at the time of transmission and if sent outside normal working hours then on the next following working day, provided (in each case) that a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next working day. 18.5.2 Each notice shall be addressed to the address or facsimile number of the Party concerned set out in the Contract or to such other address as that Party shall have previously notified to the sender. 18.5.3 Except as expressly provided herein, notice may not be served by electronic mail. 18.6 Entire Agreement 18.6.1 The Contract constitutes the entire agreement and understanding between the Parties in respect of the matters dealt within it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters. 18.6.2 Each of the Parties acknowledges and agrees that in entering into the Contract it does not rely on and shall have no remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in the Contract. The only remedy available to either Party in respect of any such statements, representation, warranty, or understanding shall be for breach of contract under the terms of the Contract. 18.6.3 Nothing in this 18.6 shall operate to exclude any liability for fraudulent misrepresentation. 18.7 Amendments 18.7.1 The Contract may not be varied except in accordance with clause 3. 18.8 Duty to Co-Operate 18.8.1 The Provider shall take all reasonable steps and co-operate fully with the Council and any New Provider so that any continuation of the Service is achieved with the minimum of disruption. 18.8.2 Upon the Termination Date and in the event that the Council wishes to enter into another contract for the Service the Provider shall (and shall procure that its Sub-Contractors will) subject to the Council complying with its obligations under the Data Protection Act 1998 and clause 9.5 (Confidentiality) comply with all reasonable requests of the Council to provide information relating to the Providers costs of operating and maintaining the Services. 18.9 Illegality 18.9.1 In the event that any Party of the Contract shall be or become or be declared void, invalid, illegal or unenforceable for any reason whatsoever including by reason of the provisions of any Law, or any decision of any Court or Regulatory Body having jurisdiction over the Parties or the Contract, the Parties hereby expressly agree that the remaining parts and provisions of the Contract shall continue in full force and effect with such amendments to ensure that the balance of obligation remains so far as possible the same as under the Contract or as may be agreed between the Parties. 18.10 Third Party Rights 18.10.1A person who is not a Party to the Contract has no right under the Contracts (rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 18.11 Set-Off 18.11.1Subject to clause 15.6.4, either Party shall be entitled to retain or set off any amount due to it by the other Party against any sums due to the other by it. 18.12 Council Standing Orders 18.12.1The Provider shall comply with the requirements of the Councils standing orders for the time being in force and which are available for inspection during normal working hours by prior appointment with the Authorised Officer at the Councils address as stated herein. 18.13 Law of Contract and Jurisdiction 18.13.1 The Contract shall be governed by and construed in accordance with the laws of England Wales and without prejudice to clause 17 (Problem Solving, Dispute Avoidance and Resolution), each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales. SCHEDULE 1 PRICING FORMULA 1a The Council to pay the Provider an all-inclusive price equating to **** per tonne for the collection of recycling from the Councils nominated Waste Transfer Station (WTS) and for processing and recycling Contract Material. 1b The Council to pay the Provider an all-inclusive price equating to **** per tonne for providing a WTS within a 12 mile radius of CF63 4RU for storing Contract Material prior to collection and for processing and recycling Contract Material. 2a The Council to pay the Provider a variable fee for a fee to be based on a basket price linked to a published price index with monthly price reviews for collecting recycling from the Councils nominated Waste Transfer Station (WTS) and for processing and recycling Contract Material. 2b The Council to pay the Provider a variable fee for a fee to be based on a basket price linked to a published price index with monthly price reviews for providing a WTS within a 12 mile radius of CF63 4RU for storing Contract Material prior to collection and for processing and recycling Contract Material. 3a Processing of Contract Waste that has contamination greater than 10% on a fixed price basis. 3b Processing of Contract Waste that has contamination greater than 10% on the basis of a basket price linked to a published price index with monthly price reviews. SCHEDULE 2 SPECIFICATION ACTUAL REQUIREMENTS Functionality and Service Level To sort, recover and re-process the maximum amount of Contract Material based on a rate of approximately 4,915 tonnes per annum, which figure is an estimate only and should reduce during the Term, and to optimise such sorting, recovering and re-processing by utilisation of the Provider Premises. The Providers MRF is to have well-established agreements with other reprocessing facilities and to explore other routes/avenues to successfully market all of the Contract Material at recognised end-destinations. (TBC Specification option 1) The Council will provide and maintain a WTS and the Provider will provide and manage the vehicles necessary to transport the Contract Material to the Provider Premises. The costs associated with the haulage of Contract Material to the MRF are to be treated as included costs in the Pricing Formula. (TBC Specification option 2) The Provider shall provide a WTS and the vehicles necessary to transport the Contract Material to the Provider Premises. The costs associated with managing the WTS and haulage of Contract Material to the MRF is to be treated as included costs in the Pricing Formula. The single stream commingled material comprised within the Contract Material consists of a variety of different types of material. The various individual materials that the Council has historically targeted, and the ones that go to making up the 5 major categories, commonly known as mixed paper, mixed cardboard, mixed glass, mixed cans (metals) and mixed plastics, are listed below: Generic Material CategoryMaterial Sub-CategoryMixed PaperIncludes: Newspapers Magazines Office White Envelopes (with and without windows) Wrapping paper Phone Directories Junk mailMixed CardboardIncludes: Brown Card Coloured Card Corrugated boxes Tetrapak Composite Drinks CartonsMixed GlassIncludes: Mixed glass green, white, blue and brown drink bottles Drink glass Glass food containersMixed Cans (Metal)Includes: Mixed aluminium and steel drink cans food tins aerosols aluminium foil bottle tops etc..Mixed PlasticsCan include: PETE (symbol 1 material), fizzy drink bottles over ready meal trays, cooking oil bottles etc; HDPE (symbol 2 material), milk bottles, etc; PVC (symbol 3 material), washing up liquids, shampoo bottles, detergent bottles, clear food packaging, etc; LDPE (symbol 4 material), low density polyethylene such as plastic bags, squeezable bottles, PP (symbol 5 materials), ketchup bottles, straws, some yoghurt containers, bottle caps etc PS (symbol 6 materials), some yoghurt pots, some meal trays. Other (7) Mixed plastics The Council requires the Provider to maximise the amount of comingled material recycled and achieve a minimum recycling rate of 90% of the Contract Material. The Provider is responsible for identifying the exact amount of contaminated or rejected material as well as any process residues that cant be recycled and send them for energy recovery. The Provider shall ensure that the MRF intended for use within the Contract shall achieve and adhere to the new MRF Code of Practice Regulations incorporated within The Environmental Permitting (England and Wales) (Amendment) Regulations 2014 and be compliant with all other relevant Legislation including Health and Safety Regulations and the necessary licensing legislations especially environmental permitting. The MRF must be suitable for the intended use and meet or exceed the functional requirements defined within the Contract. The Provider must be committed to working with the Council to identify and introduce improvements to the Service to enable statutory recycling targets to be met during the Term. Contract Material can contain varying degrees of waste that could range from contaminated material, untargeted recycling items, residual waste or process residue. Where waste cannot be processed or recovered under normal operating conditions an additional rate will apply to enable further sorting, processing of Contract Material or as a last resort, sent to energy recovery. SCHEDULE 3 PERFORMANCE STANDARDS 1. The below table sets out the Performance Standards to be achieved by the Provider. No.Performance Standard 2022/23Optional Year 2023/24Monitoring Frequency1.The processing and the recycling of a minimum 90% of Contract Material received at the Providers MRF90%90%Quarterly2Contaminated contract waste less than < 10% process residues10%10%Quarterly3Promoters vehicle waiting times not greater than >30 minutes 30 minutes30 minutesMonthly4All data to include End Destination details to meet reporting deadlines.100%100%Monthly SCHEDULE 4 VARIATION PROCEDURE 1. Council Variation 1.1 If the Council requires a Variation it shall serve an Council Change Notice on the Provider in accordance with the provisions of this paragraph 1. 1.2 The Council Change Notice shall: 1.2.1 set out the Variation required in sufficient detail to enable the Provider to calculate an Estimate in accordance with clause 3.3.2 of the Contract; and 1.2.2 specify the time period for the Provider to provide the Estimate (and in setting such period the Council shall pay due regard to the nature of the proposed Variation). 1.3 The Provider shall as soon as practicable and in any event before the expiry of the period referred to in paragraph 1.2.2 above, deliver to the Council an Estimate together with a statement by the Provider confirming any: 1.3.1 impact on the provision of the Services; 1.3.2 amendment(s) required to the Contract; 1.3.3 loss of revenue that may result; and 1.3.4 additions or variations required to any Necessary Consents, as a result of the Variation proposed by the Council. 1.4 As soon as practicable (but in any event within 30 days) after the Council receives the Estimate and statement, the parties shall discuss and agree the matters set out therein, including, but without limitation, the work to be undertaken, changes in the Services and amendments to the Contract Price. 1.5 If the Parties cannot agree the contents of the Estimate then the Council shall either: 1.5.1 withdraw the Council Change Notice; or 1.5.2 refer the dispute to be determined in accordance with clause 17 of the Contract (Problem Solving, Dispute Avoidance and Resolution). 1.6 As soon as practicable after the contents of the Estimate have been agreed or otherwise determined pursuant to clause 17 (Problem Solving, Dispute Avoidance and Resolution), the Council shall either: 1.6.1 confirm in writing the Estimate (including any modification or amendments made to it); or 1.6.2 withdraw the Council Change Notice. 2. Provider Variation 2.1 If the Provider wishes to introduce a Variation, it must serve a Provider Change Notice on the Council in accordance with the provisions of this paragraph 2. 2.2 The Provider Change Notice must: 2.2.1 set out the proposed Variation in sufficient detail to enable the Council to evaluate it; 2.2.2 specify the Providers reasons for proposing the Variation; 2.2.3 indicate whether an adjustment to the Contract Price is proposed and if so to give a detailed Estimate calculated in accordance with clause 3.3.2 of the Contract; 2.2.4 indicate if there are any dates by which a decision by the Council is critical; and 2.2.5 set out the timetable for implementing the proposed Variation. 2.3 The Council shall evaluate the Providers proposed Variation in good faith, taking account of all relevant issues, including whether: 2.3.1 the Variation is required as a result of the operation of clause 3.1 of the Contract (Council Variations) or a Change in Law; 2.3.2 a change in the Contract Price will occur; 2.3.3 the Variation affects the quality of the Service or the likelihood of successful delivery of the Service; 2.3.4 the Variation will interfere with the relationship of the Council with third parties; 2.3.5 the financial strength of the Provider is sufficient to perform the proposed Variation; and 2.3.6 whether the Variation materially affects the risks or costs to which the Council is exposed. 2.4 As soon as practicable after receiving the Providers Change Notice the Parties shall meet and discuss the matters referred to in it. During their discussions the Council may propose modifications or accept or (subject to clause 3.2.3 of the Contract) in its absolute discretion reject the Variation proposed in the Providers Change Notice. 2.5 If the Council accepts the Provider Change Notice (with or without modification), the relevant Variation shall be implemented by the Provider within such reasonable period as shall be specified by the Council in its acceptance. Within this period, the Parties shall consult and agree the remaining details as soon as practicable and shall enter into any documents to amend the Contract which are necessary to give effect to the Variation. 2.6 If the Council rejects the Provider Change Notice, it shall not be obliged to give its reasons for such a rejection and the Provider shall not be entitled to refer the matter for determination under clause 17 (Problem Solving, Dispute Avoidance and Resolution). SCHEDULE 5 INSURANCES 1. Public liability insurance with a limit of indemnity of not less than Ten million pounds [10,000,000] in relation to any and every claim during each 12 month period in respect of claims arising from the Service; 2. Employers liability insurance with a limit of indemnity of not less than Ten million pounds [10,000,000] in relation to each and every claim during each 12 month period in respect of claims arising from the Service; 3. All Premises to their full reinstatement value; 4. All Assets to their full reinstatement value; and 5. All other insurances required by Law. SCHEDULE 6 OFFICERS Authorised Officer: Colin Smith Operational Manager The Vale of Glamorgan Council The Alps, Quarry Road Wenvoe, Vale of Glamorgan CF5 6AA Email ccsmith@valeofglamorgan.gov.uk Providers Manager: . . . . .. Email . SCHEDULE 7 FORM OF BOND THE GUARANTEE BOND is made as a deed BETWEEN the following parties whose names and [registered office] addresses are set out in the schedule to this Bond (the "Schedule"): The "Contractor" as principal The "Guarantor" as guarantor, and The "Employer" WHEREAS By a contract (the "Contract") entered into or to be entered into between the Employer and the Contractor particulars of which are set out in the Schedule the Contractor has agreed with the Employer to execute services (the "Service") upon and subject to the terms and conditions therein set out. The Guarantor has agreed with the Employer at the request of the Contractor to guarantee the performance of the obligations of the Contractor under the Contract upon the terms and conditions of this Guarantee Bond subject to the limitation set out in 2. NOW THIS DEED WITNESSES as follows: The Guarantor guarantees to the Employer that in the event of a breach of the Contract by the Contractor, the Guarantor shall subject to the provisions of this Guarantee Bond satisfy and discharge the damages sustained by the Employer as established and ascertained pursuant to and in accordance with the provisions of or by reference to the Contract and taking into account all sums due or to become due to the Contractor. The maximum aggregate liability of the Guarantor and the Contractor under this Guarantee Bond shall not exceed the sum set out in the Schedule (the "Bond Amount") but subject to such limitation and to clause 4 the liability of the Guarantor shall be co-extensive with the liability of the Contractor under the Contract. The Guarantor shall not be discharged or released by any alteration of any of the terms, conditions and provisions of the Contract or in the extent or nature of the Service and no allowance of time by the Employer under or in respect of the Contract or the Service shall in any way release, reduce or affect the liability of the Guarantor under this Guarantee Bond. Whether or not this Guarantee Bond shall be returned to the Guarantor the obligations of the Guarantor under this Guarantee Bond shall be released and discharged absolutely upon Expiry (as defined in the Schedule) save in respect of any breach of the Contract which has occurred and in respect of which a claim in writing containing particulars of such breach has been made upon the Guarantor before Expiry. The Contractor having requested the execution of this Guarantee Bond by the Guarantor undertakes to the Guarantor (without limitation of any other rights and remedies of the Employer or the Guarantor against the Contractor) to perform and discharge the obligations on its part set out in the Contract. This Guarantee Bond and the benefits thereof shall not be assigned without the prior written consent of the Guarantor and the Contractor. The parties to this Guarantee Bond do not intend that any of its terms will be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person not a party to it. This Guarantee Bond shall be governed by and construed in accordance with the laws of England and Wales and only the courts of England and Wales shall have jurisdiction hereunder. IN WITNESS whereof the Contractor and the Guarantor have executed and delivered this Guarantee Bond as a Deed this [ ] day of [ ], [YEAR] EXECUTED AND DELIVERED as a deed by [CONTRACTOR], Contractor EXECUTED AND DELIVERED as a deed by [GUARANTOR], Guarantor Schedule to the Guarantee Bond The Contractor: [ ] whose [address] [registered office address] is [ ]. The Guarantor: [ ] whose registered office address is [ ]. The Employer: [ ] whose [address] [registered office address] is [ ]. The Contract: A contract [dated the [ ] day of [ ]] [to be entered into] between the Employer and the Contractor in the form known as [ ] for the provision of services comprising [ ] for the original contract sum of [ ] pounds ([ ]). The Bond Amount: The sum of [ ] pounds sterling ([ ]). [Insert any provisions for reduction of the Bond Amount] Expiry: [Insert details of the event agreed between the parties] which shall be conclusive for the purposes of this Guarantee Bond. SCHEDULE 8 PARENT COMPANY GUARANTEE Dated ------------ Parent company guarantee from Contractor's parent company relating to a contract for [SHORT DESCRIPTION OF SERVICE] between Guarantor and Employer Contents Clause Interpretation . 54 Guarantee and Indemnity ... 56 Amendments to the Contract .. 56 Employer does not have to pursue Contractor 57 Insolvency of Contractor . 57 Priority of claims against the Contractor .. 57 Limit of Liability . 57 Assignment ... 57 Notices ... 59 Third Party Rights .... 59 Governing Law and Jurisdiction .. 59 THIS DEED is dated [DATE] Parties [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] Guarantor [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] Employer Background By an agreement in writing dated [DATE] (Contract) and made between the Employer and [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Contractor), the Contractor agreed to [provide the service] (Service). The Guarantor (the [immediate OR ultimate] parent company of the Contractor) has agreed to guarantee the Contractor's due performance of its duties or obligations under the Contract. Agreed terms Interpretation The following definitions and rules of interpretation apply in this deed. 1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in [England] when banks in [London] are open for business. Insolvency Event: a party suffers an insolvency event if: it suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; it commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction]; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with its winding up [other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction]; an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over it; the holder of a qualifying floating charge over its assets has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over its assets or a receiver is appointed over its assets; a creditor or encumbrancer of it attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days; any event occurs, or proceeding is taken, with respect to it in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (g) (inclusive); or it suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 1.2 Clause headings shall not affect the interpretation of this deed. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person's personal representatives, successors and permitted assigns]. 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 1.7 A reference to any party shall include that party's personal representatives, successors and permitted assigns. 1.8 A reference to a statute or statutory provision is a reference to it as [amended, extended or re-enacted from time to time OR it is in force as at the date of this deed]. 1.9 A reference to a statute or statutory provision shall include all subordinate legislation made [from time to time OR as at the date of this deed] under that statute or statutory provision. 1.10 Any obligation on a party not to do something includes an obligation not to agree that thing to be done. 1.11 A reference to writing or written includes fax [and e-mail OR but not e-mail]. 1.12 [Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.] 1.13 [A reference to this deed or to any other deed, agreement or document referred to in this deed is a reference to this deed or such other deed, agreement or document as varied or novated (in each case, other than in breach of the provisions of this deed) from time to time.] 1.14 References to clauses are to the clauses of this deed. 1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 2. Guarantee and indemnity 2.1 The Guarantor guarantees the due and punctual performance by the Contractor of the Contractor's duties and obligations to the Employer under the Contract. 2.2 If the Contractor fails to observe or perform any of its duties or obligations to the Employer under the Contract, or if the Contractor fails to pay any sum, loss, debt, damage, interest, cost or expense due from the Contractor to the Employer under or in connection with the Contract, the Guarantor (as a separate and independent obligation and liability from its obligations and liabilities under clause REF "a797040" \h \w  \* MERGEFORMAT 0) shall indemnify the Employer against all loss, debt, damage, interest, cost and expense incurred by the Employer by reason of such failure or non-payment and shall, on first written demand, pay to the Employer, without any deduction or set-off, the amount of that loss, debt, damage, interest, cost and expense. 2.3 If the Contractor suffers an Insolvency Event [or if the Employer terminates the Contractor's employment under the Contract under clause 8.4, 8.5 or 8.6 of the Contract], the Guarantor shall indemnify the Employer against all loss, debt, damage, interest, cost and expense incurred by the Employer by reason of such Insolvency Event [or termination] and shall, on first written demand, pay to the Employer without any deduction or set-off the amount of that loss, debt, damage, interest, cost and expense. 3. Amendments to the Contract The Contract may be modified, amended or supplemented in any way without the Guarantor's consent. The Guarantor's liability under this deed (which includes the Contractor's duties, obligations and liabilities under the Contract as modified, amended or supplemented) shall not be affected by: any such modification, amendment or supplement; or any invalidity, avoidance or termination of the Contract; or any waiver, concession, allowance of time, compromise or forbearance given to, or made with, the Contractor. The terms of this deed shall apply to the terms of any such compromise as they apply to the Contract. 4. Employer does not have to pursue Contractor The Employer does not have to pursue any remedy against the Contractor before proceeding against the Guarantor under this deed. 5. Insolvency of Contractor Without affecting clause 2.3, if the Contractor suffers an Insolvency Event that shall not affect or reduce the Guarantor's liability under this deed. 6. Priority of claims against the Contractor As long as any liability incurred by the Contractor to the Employer guaranteed under this deed remains unsatisfied, the Guarantor shall not, in respect of any payment made or liability arising under this deed, effect (or try to effect) any recovery from the Contractor, whether by receipt of money, set-off, proof of debt, enforcement of security or otherwise. 7. Limit of liability The Employer may not recover any more under this deed in respect of any matter than the Employer would be entitled to recover from the Contractor in respect of that matter, net of any set off. The Employer may not start proceedings against the Guarantor under this deed in respect of any claim if any proceedings against the Contractor in respect of that claim would be statute-barred. 8. Assignment 8.1 The Employer may assign or charge the benefit of this deed to any person to whom the Employer lawfully assigns or charges the benefit of the Contract. 8.2 The Guarantor and the Contractor may not assign or charge the benefit of this deed without the Employer's written consent. 8.3 The Employer shall notify the Guarantor of any assignment. If the Employer fails to do this, the assignment shall still be valid. 8.4 The Guarantor shall not contend that any person to whom the benefit of this deed is assigned under clause REF "a71034" \h \w  \* MERGEFORMAT 0 may not recover any sum under this deed because that person is an assignee and not a named party to this deed. 9. Notices 9.1 [For the purposes of this clause, but subject to clause REF "a486922" \h \w  \* MERGEFORMAT 0, notice includes any other communication.] 9.2 A notice given to a party under or in connection with this deed: (a) shall be in writing [and in English[ or accompanied by an accurate translation into English]]; (b) [shall be signed by or on behalf of the party giving it;] (c) shall be sent to the party for the attention of the contact and at the address[, fax or DX number] listed in clause REF "a929108" \h \w  \* MERGEFORMAT 0; (d) [shall OR may] be sent by a method listed in clause REF "a688194" \h \w  \* MERGEFORMAT 0; and (e) [unless proved otherwise] is deemed received as set out in clause REF "a688194" \h \w  \* MERGEFORMAT 0 if prepared and sent in accordance with this clause. 9.3 The parties' addresses and contacts are as set out in this table: PartyContactAddressFax numberDX numberGuarantor[POSITION OF CONTACT][ADDRESS][FAX NUMBER][DX NUMBER]Employer[POSITION OF CONTACT][ADDRESS][FAX NUMBER][DX NUMBER]9.4 A party may change its details given in the table in clause REF "a929108" \h \w  \* MERGEFORMAT 0 by giving notice, the change taking effect for the party notified of the change at [9.00 am] on the later of: (a) the date, if any, specified in the notice as the effective date for the change; or (b) the date [five] Business Days after deemed receipt of the notice. 9.5 This table sets out: (a) delivery methods for sending a notice to a party under this deed; and (b) for each delivery method, the corresponding delivery date and time when delivery of the notice is deemed to have taken place provided that all other requirements in this clause have been satisfied and subject to the provisions in clause REF "a344019" \h \w  \* MERGEFORMAT 0: Delivery methodDelivery date and timeDelivery by hand.On signature of a delivery receipt [or at the time the notice is left at the address].Pre-paid first class [recorded delivery] post or other next working day delivery service[ providing [proof of postage OR proof of delivery]]. [9.00 am] on the [second] Business Day after posting [or at the time recorded by the delivery service].Pre-paid airmail [providing [proof of postage OR proof of delivery.]][[9.00 am] on the [fifth] Business Day after posting [or at the time recorded by the delivery service.] OR [TIME AND DATE].Fax.At the time of transmission.Document exchange (DX).[9.00 am] on the [second] Business Day after being put into the DX.9.6 For the purpose of clause REF "a688194" \h \w  \* MERGEFORMAT 0 and calculating deemed receipt: (a) all references to time are to local time in the place of deemed receipt; and (b) if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business next starts in the place of receipt. 9.7 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 9.8 A notice given under [or in connection with] this deed is not valid if sent by e-mail. 10. Third party rights No one other than a party to this deed [their successors and permitted assignees,] shall have any right to enforce any of its terms. 11. Governing law and jurisdiction 11.1 This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England [and Wales]. 11.2 Each party irrevocably agrees that the courts of England [and Wales] shall have [exclusive OR non-exclusive] jurisdiction to settle any dispute or claim arising out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims). IN WITNESS whereof the Guarantor and the Employer have executed and delivered this Parent Company Guarantee as a Deed this [ ] day of [ ] [YEAR]. EXECUTED AND DELIVERED as a deed by [GUARANTOR], Guarantor EXECUTED AND DELIVERED as a deed by [EMPLOYER], Employer SCHEDULE 9 PARTNERING TERMS LIAISON PROCEDURE COUNCIL AND PROVIDER REPRESENTATIVES Council Board Representative Provider Board Representative Name: Emma Reed Name: . Designation: Head of Visible Services & Transport Designation: .. Address: The Vale of Glamorgan Council Address: .. The Alps, Quarry Road Wenvoe Vale of Glamorgan CF5 6AA DD Telephone: 02920 673274 DD Telephone: .. Mobile: 07720 338307 Mobile: .. e.mail:  HYPERLINK "mailto:ELReed@valeofglamorgan.gov.uk" ELReed@valeofglamorgan.gov.uk e.mail:. CONTRACT LIAISON PROCEDURE Partnership Board 1. The Council and the Provider shall establish and maintain the Partnership Board throughout the Term, comprising two (2) representatives from the Council, two (2) representatives from the Provider, and an appointed chairman (the "Chairman"), and, where a majority of the Partnership Board so determines, additional representatives being properly qualified to participate in discussions relating to any particular matter, such additional members having no voting rights. 2. The Provider and the Council agree that during the Term the attendance and frequency (unless due reason otherwise) should be not less than specified or agreed by the Partnership Board within the terms of the Contract for the Term IN WITNESS whereof the parties hereto have executed this Agreement as a Deed and have hereunto set their hands and seals the day and year first before written: THE COMMON SEAL OF ) THE VALE OF GLAMORGAN COUNCIL ) WAS HEREUNTO AFFIXED ) IN THE PRESENCE OF: ) _____________________________ D. Marles Head of Legal Services SIGNED AS A DEED FOR AND ON BEHALF OF IN THE PRESENCE OF: ___________________________ Director ___________________________ Director/Company Secretary Dated day of 2023 THE VALE OF GLAMORGAN COUNCIL AND .. . CONTRACT For the Processing of Commingled Waste in the Vale of Glamorgan by .. D. 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