ࡱ> g }bjbj kx jx jlu(33kAkAkAkAkA$AAAPAEDA'H,SPiPiPiPQ=f,imbdddddddkAqQQqqdkAkAiPiP4y>/}/}/}qjkAiPkAiPv/}qb/}/}& iPpeϽ0kq b<] |]]kAqq/}qqqqqdd||qqqqqqq]qqqqqqqqq3Y 1@:  DATED: _________________________________________________2024 ISLE OF ANGLESEY COUNTY COUNCIL and [SUCCESSFUL TENDERERS NAME] ___________________________________________________________ CONTRACT FOR THE PROVISION OF GROUNDS MAINTENANCE SERVICES ___________________________________________________________ Isle of Anglesey County Council Council Offices Llangefni Anglesey LL77 7TW Legal Ref: ED-026128-CP Contents Clause TOC \t "Heading 1,3"1. Definitions and Interpretation  PAGEREF _Toc525913526 \h 1 2. Term 8 3. Extending the initial term 8 4. Due diligence and Supplier's warranty 9 5. Supply of services 10 6. Service standards 10 7. Compliance 10 8. Plant  PAGEREF _Toc525913533 \h 11 9. Customer Care  PAGEREF _Toc525913534 \h 12 10. Task Orders  PAGEREF _Toc525913535 \h 12 11. Payment  PAGEREF _Toc525913536 \h 12 12. Key personnel  PAGEREF _Toc525913537 \h 15 13. Other personnel used to provide the services  PAGEREF _Toc525913538 \h 16 14. Safeguarding children and vulnerable adults  PAGEREF _Toc525913539 \h 17 15. Default in performance  PAGEREF _Toc525913540 \h 18 16. Works in default  PAGEREF _Toc525913541 \h 19 17. TUPE 20 18. Reporting and meetings  PAGEREF _Toc525913543 \h 37 19. Monitoring  PAGEREF _Toc525913544 \h 37 20. Change control and continuous improvement  PAGEREF _Toc525913545 \h 38 21. Dispute resolution  PAGEREF _Toc525913546 \h 39 22. Sub-Contracting and assignment  PAGEREF _Toc525913547 \h 39 23. Indemnities 40 24. Liability 41 25. Insurance 42 26. Freedom of information 42 27. Data protection 43 28. Confidentiality  PAGEREF _Toc525913553 \h 46 29. Audit  PAGEREF _Toc525913554 \h 46 30. Intellectual property  PAGEREF _Toc525913555 \h 48 31. Termination for breach  PAGEREF _Toc525913556 \h 49 32. Termination on notice 50 33. Ineffectiveness 50 34. Adverse Weather 51 35. Force majeure 51 36. Prevention of bribery 52 37. Consequences of termination 5 PAGEREF _Toc525913562 \h 4 38. Non-solicitation 55 39. Waiver 55 40. Rights and remedies 55 41. Severability 55 42. Partnership or agency 56 43. Third party rights 56 44. Publicity 56 45. Notices  PAGEREF _Toc525913570 \h 57 46. Welsh Language  PAGEREF _Toc525913571 \h 57 47. Entire agreement 58 48. Counterparts  PAGEREF _Toc525913573 \h 58 49. Governing law  PAGEREF _Toc525913574 \h 58 50. Jurisdiction  PAGEREF _Toc525913575 \h 59  Schedules TOC \t "SCH (1STYLE) CLAUSE,3,SCH MAIN HEAD,1,SCH MAIN HEAD SINGLE,1,SCH PART HEAD,2"SCHEDULE 1 61 SCHEDULE 2 62 SCHEDULE 3 63 SCHEDULE 4 64 SCHEDULE 5 6 PAGEREF _Toc525892430 \h 5 SCHEDULE 6 68 SCHEDULE 7  PAGEREF _Toc525892434 \h 69 SCHEDULE 8 70  THIS AGREEMENT is dated day of 2024 Parties ISLE OF ANGLESEY COUNTY COUNCIL of Council Offices, Llangefni, Anglesey, LL77 7TW (the Authority). [Insert name of successful Tenderer], Registered Company Number: [Insert number] Of Insert registered company address (the Supplier). Background The Authority sought proposals for the provision of grounds maintenance services at primary and secondary schools on playing fields and surrounding grassed areas; football, rugby and hockey pitches; cricket outfields; and athletic tracks by an advertisement dated [insert date dispatched] on the Sell2Wales Portal. The Authority has, through a competitive process, selected the Supplier to provide these services and the Supplier is willing and able to provide the services in accordance with the terms and conditions of this agreement. Agreed terms Definitions and Interpretation The definitions and rules of interpretation in this clause apply in this agreement. Associated Company: any holding company from time to time of the Supplier and any subsidiary from time to time of the Supplier, or any subsidiary of any such holding company. Authorised Representatives: the persons respectively designated as such by the Authority and the Supplier, the first such persons being set out in Schedule 4. Best Industry Practice: the standards which fall within the upper quartile in the relevant industry for the provision of comparable services which are substantially similar to the Services or the relevant part of them. Bribery Act: the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning the legislation. Catastrophic Failure: any action by the Supplier, whether in relation to the Services and this agreement or otherwise, which in the reasonable opinion of the Authority's Authorised Representative has or may cause significant harm to the reputation of the Authority. Change: any change to this agreement including to any of the Services. Change Control Note: the written record of a Change agreed or to be agreed by the parties pursuant to the Change Control Procedure. Change Control Procedure: the procedure for changing this agreement, as set out in Schedule 5. Charges: the charges which shall become due and payable by the Authority to the Supplier in respect of the Services in accordance with the provisions of this agreement, as such charges are set out in Schedule 3. Commencement Date: [01/01/2025]; Commercially Sensitive Information: the information listed in Schedule 6 comprising the information of a commercially sensitive nature relating to the Supplier, its intellectual property rights or its business or which the Supplier has indicated to the Authority that, if disclosed by the Authority, would cause the Supplier significant commercial disadvantage or material financial loss. Consistent Failure: shall mean the Supplier repeatedly breaching any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement. Contract Year: a period of 12 months, commencing on the Commencement Date. Controller: shall have the same meaning as set out in the Data Protection Legislation. Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK), the GDPR and any other directly applicable European Union regulation relating to privacy. Data Subject: shall have the same meaning as set out in the Data Protection Legislation. Default Notice: is defined in clause  REF _Ref519592456 \r \h  \* MERGEFORMAT 15. Dispute Resolution Procedure: the procedure set out in clause REF "a736375" \h \w  \* MERGEFORMAT 21. EIRs: the Environmental Information Regulations 2004 (SI 2004/3391) together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations. Excusing Cause: means an event of Force Majeure or adverse weather conditions; FOIA: the Freedom of Information Act 2000, and any subordinate legislation made under the Act from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation. Force Majeure Event: any cause affecting the performance by a party of its obligations under this agreement arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, but excluding adverse weather, any industrial dispute relating to the Supplier, the Supplier's Personnel or any other failure in the Supplier's supply chain. GDPR: General Data Protection Regulation ((EU) 2016/679). Health and Safety Policy: the health and safety policy of the Authority as provided to the Supplier on or before the Commencement Date and as subsequently provided to the Supplier from time to time except any provision of any such subsequently provided policy that cannot be reasonably reconciled to ensuring compliance with applicable Law regarding health and safety. Information: has the meaning given under section 84 of FOIA. Initial Term: the period commencing on the Commencement Date and ending on the [31/12/2028]; (4 years) Insolvency Event: where: the Supplier 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply; the Supplier 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 (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of that other party; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 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 the Supplier (being a company); the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; the Supplier (being an individual) is the subject of a bankruptcy petition or order; a creditor or encumbrancer of the Supplier 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 the other party's assets and such attachment or process is not discharged within 14 days; any event occurs, or proceeding is taken, with respect to the other party 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); the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. Intellectual Property: any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trade-marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the "look and feel" of any websites. Key Personnel: those personnel identified in Schedule 4 for the roles attributed to such personnel, as modified pursuant to clause REF "a1050495" \h \w  \* MERGEFORMAT 12. Law: any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of section 2 of the European Communities Act 1972, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Supplier is bound to comply; Mandatory Policies: the Authority's policies accessed from  HYPERLINK "http://www.anglesey.gov.uk" http://www.anglesey.gov.uk and attached within Schedule 7, as amended by notification to the Supplier from time to time. Necessary Consents: all approvals, certificates, authorisations, permissions, licences, permits, regulations and consents necessary from time to time for the performance of the Service. Personal Data: shall have the same meaning as set out in the Data Protection Legislation. Plant: equipment, machinery, plant and vehicles. Processor: shall have the same meaning as set out in the Data Protection Legislation. Prohibited Act: the following constitute Prohibited Acts: to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this agreement; committing any offence: under the Bribery Act; under legislation or common law concerning fraudulent acts; defrauding, attempting to defraud or conspiring to defraud the Authority. any activity, practice or conduct which would constitute one of the offences listed under clause REF "a710243" \h \w  \* MERGEFORMAT 1.1(c), if such activity, practice or conduct had been carried out in the UK. Remediation Notice: a notice served by the Authority in accordance with clause REF "a244707" \h \w  \* MERGEFORMAT 31.1(a). Replacement Services: any services that are identical or substantially similar to any of the Services and which the Authority receives in substitution for any of the Services following the termination or expiry of this agreement, whether those services are provided by the Authority internally or by any Replacement Supplier. Replacement Supplier: any third-party supplier of Replacement Services appointed by the Authority from time to time. Request for Information: a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the EIRs.. Services: the services to be delivered by or on behalf of the Supplier under this agreement, as more particularly described in Schedule 1 (Specification). Supplier Party: the Supplier's agents and contractors, including each Sub-Contractor. Supplier's Personnel: all employees, staff, other workers, agents and consultants of the Supplier and of any Sub-Contractors who are engaged in the provision of the Services from time to time. Supplier's Tender: the tender submitted by the Supplier and other associated documentation set out in Schedule 2. Sub-Contract: any contract between the Supplier and a third party pursuant to which the Supplier agrees to source the provision of any of the Services from that third party. Sub-Contractor: the contractors or suppliers that enter into a Sub-Contract with the Supplier. Task Order: as defined in clause 10. Tender Documentation: the invitation to tender and other associated documentation including, without limitation, the Authority's initial measurements of the sites published by the Authority; Term: the period of the Initial Term as may be varied by: any extensions to this agreement which are agreed pursuant to clause REF "a427119" \h \w  \* MERGEFORMAT 3; or the earlier termination of this agreement in accordance with its terms. Termination Date: the date of expiry or termination of this agreement. UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation. Welsh Language Obligations: the obligations of the Authority in respect of the use of the Welsh language, whether under any Law, under any Welsh language standards which apply to the Authority under the Welsh Language (Wales) Measure 2011 (whether or not a compliance notice has been given to the Authority) or any specific obligations in respect of the use of the Welsh language in connection with the performance of the Services which are notified to the Supplier from time to time by the Authority. Working Day: means a day other than a Saturday, Sunday or public holiday in England and Wales. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedules. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mail. Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule. Any words following the terms including, include, in particular 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. Where any statement is qualified by the expression so far as PARTY is aware or to PARTY's knowledge or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry. Where there is any conflict or inconsistency between the provisions of the agreement, such conflict or inconsistency shall be resolved according to the following order of priority: the clauses of the agreement; Schedule 1 to this agreement; the remaining schedules to this agreement other than Schedule 2; Schedule 2 to this agreement. Commencement and duration Term This agreement shall take effect on the Commencement Date and shall continue for the Term. Extending the initial term The Authority may extend this agreement beyond the Initial Term by a further period or periods of up to two (2) years (the Extension Period). If the Authority wishes to extend this agreement, it shall give the Supplier at least three (3) months' written notice of such intention before the expiry of the Initial Term or any Extension Period. If the Authority gives such notice then the Term shall be extended by the period set out in the notice. If the Authority does not wish to extend this agreement beyond the Initial Term this agreement shall expire on the expiry of the Initial Term and the provisions of clause REF "a787683" \h \w  \* MERGEFORMAT 37 shall apply. Due diligence and Supplier's warranty The Supplier acknowledges and confirms that: it has had an opportunity to carry out a thorough due diligence exercise in relation to the Services and has asked the Authority all the questions it considers to be relevant for the purpose of establishing whether it is able to provide the Services in accordance with the terms of this agreement; it has received all information requested by it from the Authority pursuant to clause REF "a999865" \h \w  \* MERGEFORMAT 4.1(a) to enable it to determine whether it is able to provide the Services in accordance with the terms of this agreement; it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Authority pursuant to clause REF "a925096" \h \w  \* MERGEFORMAT 4.1(b); it has raised all relevant due diligence questions with the Authority before the Commencement Date; and it has entered into this agreement in reliance on its own due diligence. Save as provided in this agreement, no representations, warranties or conditions are given or assumed by the Authority in respect of any information which is provided to the Supplier by the Authority and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law. The Supplier: as at the Commencement Date, warrants and represents that all information contained in the Supplier's Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the agreement; and shall promptly notify the Authority in writing if it becomes aware during the performance of this agreement of any inaccuracies in any information provided to it by the Authority during such due diligence which materially and adversely affects its ability to perform the Services. The Supplier shall not be entitled to recover any additional costs from the Authority which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to the Authority by the Supplier in accordance with clause REF "a97552" \h \w  \* MERGEFORMAT 4.3(b) save where such additional costs or adverse effect on performance have been caused by the Supplier having been provided with fundamentally misleading information by or on behalf of the Authority and the Supplier could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Supplier shall be entitled to recover such reasonable additional costs from the Authority or shall be relieved from performance of certain obligations as shall be determined by the Change Control Procedure. Nothing in this clause REF "a820874" \h \w  \* MERGEFORMAT 4 shall limit or exclude the liability of the Authority for fraud or fraudulent misrepresentation. The services Supply of services The Supplier shall provide the Services to the Authority with effect from Commencement Date and for the duration of this agreement in accordance with the provisions of this agreement. Service standards The Supplier shall provide the Services, or procure that they are provided: with reasonable skill and care and in accordance with Best Industry Practice; in all respects in accordance with the Authority's Mandatory Policies; and in accordance with all applicable Law. Compliance The Supplier shall ensure that all Necessary Consents are in place to provide the Services and the Authority shall not (unless otherwise agreed) incur any additional costs associated with obtaining, maintaining or complying with the same. Where there is any conflict or inconsistency between the provisions of the agreement and the requirements of a Necessary Consent, then the latter shall prevail, provided that the Supplier has made all reasonable attempts to obtain a Necessary Consent in line with the requirements of the Services. The Supplier shall perform its obligations under this agreement (including those in relation to the Services) in accordance with: all applicable Law regarding health and safety; and the Health and Safety Policy whilst at the Authority Premises. Each Party shall notify the other as soon as practicable of any health and safety incidents or material health and safety hazards at the Authority Premises of which it becomes aware and which relate to or arise in connection with the performance of this agreement. The Supplier shall instruct the Supplier's Personnel to adopt any necessary associated safety measures in order to manage any such material health and safety hazards. Without limiting the general obligation set out in clause 7, the Supplier shall (and shall procure that the Supplier's Personnel shall): perform its obligations under this agreement (including those in relation to the Services) in accordance with any requirements and instructions which the Authority reasonably imposes in connection with any equality obligations imposed on the Authority at any time under applicable equality Law; and take all necessary steps, and inform the Authority of the steps taken, to prevent unlawful discrimination designated as such by any court or tribunal, or the Equality and Human Rights Commission or (any successor organisation). at all times comply with the provisions of the Human Rights Act 1998 in the performance of this agreement. The Supplier shall also undertake, or refrain from undertaking, such acts as the Authority requests so as to enable the Authority to comply with its obligations under the Human Rights Act 1998. Plant The Supplier shall at all times during the Term provide and maintain such Plant as is necessary for the proper performance of the Services. The Supplier shall at its own expense keep all Plant employed in the performance of the Services at all times in good and serviceable repair and in such condition as is commensurate with the proper performance by the Supplier of its obligations under this agreement. The Supplier shall at all reasonable times permit the Authority's Authorised Representative access to all Plant employed for the purposes of this agreement. The Supplier shall ensure that vehicles are at all times taxed and maintained and kept in good and serviceable and roadworthy condition and in accordance with all relevant Laws. The Supplier shall insure and at all times keep insured the vehicles as required by Law and against such further risks as the Authority may from time to time require, and the Supplier shall duly pay all premiums and produce to the Authority on request receipts and shall not do or suffer or permit anything that may prejudice the policy. Customer Care The Supplier shall adopt a policy of customer care in accordance with the Specification. The Supplier shall ensure that all persons employed in the performance of the Services shall be properly attired and presentable. The clothing provided shall be adequate and sufficient to afford protection to the Supplier's Personnel in the performance of his duties. The Supplier's Personnel shall carry at all times identity cards in a form approved by the Authority and make such cards available for inspection on request by the Authority. When requested to do so, or when communicating with other persons as a representative of the Supplier, all Supplier's Personnel shall disclose their identity and shall not attempt to avoid so doing. The Supplier shall not, whether by itself or by any person employed or engaged by it to perform the Services, solicit any gratuity or tip or any form of money-taking or reward, collection or charge for any of the Services. Task Orders Within four weeks of the Commencement Date and on each anniversary of the Commencement Date, the Supplier shall submit to the Authority a task order for each site in substantially the form contained in the Supplier's Tender (Task Order). Each task order shall comply with the Specification, including without limitation the Authority's requirements in respect of the frequency of performance of the Services, and set out the Supplier's anticipated performance dates for each task. The Supplier shall provide to the Authority an updated copy of each task order if the Supplier varies the anticipated performance dates for any task. Charges and payment Payment In consideration of the provision of the Services by the Supplier in accordance with the terms and conditions of this agreement, the Authority shall pay the Charges to the Supplier. The Supplier shall invoice the Authority for payment of the Charges at the end of each calendar month. All invoices shall be directed to the Authority's Authorised Representative. Where the Supplier submits an invoice to the Authority in accordance with clause REF "a545882" \h \w  \* MERGEFORMAT 11.2, the Authority will consider and verify that invoice within 14 days. The Authority shall pay the Supplier any sums due under such an invoice no later than a period of 30 days from the date on which the Authority has determined that the invoice is valid and undisputed. Where the Authority fails to comply with clause REF "a548800" \h \w  \* MERGEFORMAT 11.3, the invoice shall be regarded as valid and undisputed 14 days after the date on which it is received by the Authority. Where the Supplier enters into a Sub-Contract, the Supplier shall include in that Sub-Contract: provisions having the same effect as clause REF "a548800" \h \w  \* MERGEFORMAT 11.3 to clause REF "a407166" \h \w  \* MERGEFORMAT 11.5 of this agreement; and a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause REF "a548800" \h \w  \* MERGEFORMAT 11.3 to clause REF "a407166" \h \w  \* MERGEFORMAT 11.5 of this agreement. In this clause REF "a833391" \h \w  \* MERGEFORMAT 11.6, "Sub-Contract" means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this agreement. Where any party disputes any sum to be paid by 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 determined in accordance with clause REF "a736375" \h \w  \* MERGEFORMAT 21. Provided that the sum has been disputed in good faith, interest due on any sums in dispute shall not accrue until the earlier of 7 days after resolution of the dispute between the parties. Subject to clause REF "a293575" \h \w  \* MERGEFORMAT 11.7, each party shall pay interest on any sum due under this agreement, calculated as follows: Rate. 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Period. From when the overdue sum became due, until it is paid. The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Authority following delivery of a valid VAT invoice. The Supplier shall indemnify the Authority against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Authority at any time in respect of the Supplier's failure to account for, or to pay, any VAT relating to payments made to the Supplier under this agreement. The Supplier shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Authority pursuant to this agreement. Such records shall be retained for inspection by the Authority for 6 years from the end of the Contract Year to which the records relate. The Authority may retain or set off any sums owed to it by the Supplier which have fallen due and payable against any sums due to the Supplier under this agreement or any other agreement pursuant to which the Supplier or any Associated Company of the Supplier provides goods or services to the Authority. The Supplier shall make any payments due to the Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Supplier has a valid court order requiring an amount equal to such deduction to be paid by the Authority to the Supplier. Staff Key personnel Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Key Personnel shall be those people who are identified by each party as being key to the success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. The Supplier shall not remove or replace any of the Key Personnel unless: requested to do so by the Authority; the person is on long-term sick leave; the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; the person resigns from their employment with the Supplier; or the Supplier obtains the prior written consent of the Authority. The Supplier shall inform the Authority of the identity and background of any replacements for any of the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within 7 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be unsuitable for any reason. Each party shall ensure that the role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 14 Working Days. Any replacement shall be as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. The Authority may require the Supplier to remove, or procure the removal of, any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. If the Supplier replaces the Key Personnel as a consequence of this clause  REF a1050495 \r \h  \* MERGEFORMAT 12, the cost of effecting such replacement shall be borne by the Supplier. Other personnel used to provide the services At all times, the Supplier shall ensure that: each of the Supplier's Personnel is suitably qualified, adequately trained and capable of providing the applicable Services in respect of which they are engaged; there is an adequate number of Supplier's Personnel to provide the Services properly; only those people who are authorised by the Supplier (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and all of the Supplier's Personnel comply with all of the Authority's policies including those that apply to persons who are allowed access to the applicable Authority's Premises. The Supplier warrants that it will have enough Supplier's Personnel to perform the Services in accordance with the Specification and Best Industry Practice who will have the necessary skills, professional qualifications and experience, and have been checked by the Disclosure and Barring Service where they are carrying out Regulated Activity. The Authority may refuse to grant access to, and remove, any of the Supplier's Personnel who do not comply with any such policies, or if they otherwise present a security threat. The Supplier shall replace any of the Supplier's Personnel who the Authority reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Supplier's Personnel for any reason, the Supplier shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services. The Supplier shall maintain up-to-date personnel records on the Supplier's Personnel engaged in the provision of the Services and shall provide information to the Authority as the Authority reasonably requests on the Supplier's Personnel. The Supplier shall ensure at all times that it has the right to provide these records in compliance with the applicable Data Protection Legislation. The Supplier shall use its best endeavours to ensure continuity of personnel and to ensure that the turnover rate of its staff engaged in the provision or management of the Services is at least as good at the prevailing industry norm for similar services, locations and environments. Safeguarding children and vulnerable adults The parties acknowledge that the Supplier is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under this agreement and for the purposes of the Safeguarding Vulnerable Groups Act 2006. The Supplier shall: ensure that all individuals engaged in Regulated Activity are subject to a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service; and monitor the level and validity of the checks under this clause  REF a1051380 \r \h  \* MERGEFORMAT 14.2 for each member of staff. not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity or who may otherwise present a risk to Service Users. The Supplier warrants that at all times for the purposes of this agreement it has no reason to believe that any person who is or will be employed or engaged by the Supplier in the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time. The Supplier shall immediately notify the Authority of any information that it reasonably requests to enable it to be satisfied that the obligations of this clause  REF _Ref519592257 \r \h  \* MERGEFORMAT 14 have been met. The Supplier shall refer information about any person carrying out the Services to the DBS where it removes permission for such person to carry out the Services (or would have, if such person had not otherwise ceased to carry out the Services) because, in its opinion, such person has harmed or poses a risk of harm to children. Default in performance The Authority's Authorised Representative may investigate each case where the Supplier appears to have failed to perform the Services in accordance with the provisions of this agreement. Each monthly Task Order must have been completed in full by the last calendar day of the relevant month. Failure to do so will amount to a breach of performance under this clause. Where the Authority's Authorised Representative is satisfied that in any particular case the Supplier has failed to perform the Services completely in accordance with the provisions of the agreement he shall be entitled to instruct the Supplier to remedy the failure in order to comply fully with this agreement within such reasonable period as the Authority's Authorised Representative may determine. Where the Authority's Authorised Representative issues an instruction under clause  REF _Ref519592353 \r \h  \* MERGEFORMAT 15.2, the Supplier shall, in addition to any other liquidated damages payable under clause  REF _Ref519592367 \r \h  \* MERGEFORMAT 15.4,  REF _Ref519592369 \r \h  \* MERGEFORMAT 15.5 or  REF _Ref519592370 \r \h  \* MERGEFORMAT 15.6 of this agreement, pay the Authority 100 in respect of each instruction issued to meet the Authority's administrative expenses and the Authority's Authorised Representative may make deductions from any amounts otherwise due to the Supplier. If the Supplier fails to comply with an instruction of the Authority's Authorised Representative issued under clause  REF _Ref519592353 \r \h  \* MERGEFORMAT 15.2, or where (in the opinion of Authority's Authorised Representative) the Supplier has failed to perform the Services in accordance with the provisions of the agreement in such a way that the breach cannot be remedied in accordance with clause  REF _Ref519592353 \r \h  \* MERGEFORMAT 15.2, the Supplier shall pay to the Authority liquidated damages in accordance with this clause  REF _Ref519592456 \r \h  \* MERGEFORMAT 15, and the Authority's Authorised Representative may make deductions from any amounts otherwise due to the Supplier in accordance with clause  REF _Ref519592369 \r \h  \* MERGEFORMAT 15.5 and clause  REF _Ref519592370 \r \h  \* MERGEFORMAT 15.6, in addition to claiming liquidated damages. If the Supplier shall have failed to complete the whole of the Services without an Excusing Cause, the Authority's Authorised Representative shall be entitled to issue to the Supplier a notice in writing setting out the details of the Supplier's default (a Default Notice) and the Supplier shall pay to the Authority by way of liquidated damages a sum equivalent to the amount that would have to paid by the Authority to a replacement supplier to ensure that the Services are completed. This sum shall not exceed a rate equivalent to (80) an hour. In cases other than clause  REF _Ref519592369 \r \h  \* MERGEFORMAT 15.5, the Authority's Authorised Representative shall be entitled to issue to the Supplier a Default Notice in respect of each and any failure to perform and liquidated damages in accordance with the following table shall be payable: Default Notices in any one weekPercentage deduction from monthly instalmentsMore than 5 but fewer than 111.00%More than 10 but fewer than 162.00%More than 15 but fewer than 265.00%More than 2510.00%In addition to any liquidated damages that may be payable under clause  REF _Ref519592369 \r \h  \* MERGEFORMAT 15.5 or clause  REF _Ref519592370 \r \h  \* MERGEFORMAT 15.6, the Authority may terminate this agreement in accordance with clause  REF a1035125 \r \h  \* MERGEFORMAT 31. Works in default If by reason of any accident or failure or other event occurring to, on or in connection with, any Plant or any part of them, either during the performance of the Services or at any other times, any remedial or other work or repair shall in the opinion of the Authority's Authorised Representative be urgently necessary and the Supplier is unable or unwilling at once to do such work or repair, the Authority may by its own or other workmen do such work or repair as the Authority's Authorised Representative may consider necessary. If the work or repair so done by the Authority is work which, in the opinion of the Authority's Authorised Officer, the Supplier was liable to do at its own expense under this agreement, all costs and charges properly incurred by the Authority in so doing shall on demand be paid by the Supplier to the Authority or may be deducted by the Authority from any money due or which may become due to the Supplier provided always that the Authority's Authorised Representative shall as soon after the occurrence of any such emergency as may be reasonably practicable notify the Supplier of it in writing. TUPE Definitions and interpretations In this clause 17, the following terms shall have the following meanings: Acquired Staff: those persons who, on and/or immediately prior to the Commencement Date, are wholly or mainly engaged in or assigned to carrying out the Services for or on behalf of the Authority employed by a Relevant Supplier and whose employment will therefore transfer to the Supplier as at the Commencement Date either pursuant to TUPE or on acceptance of an offer of employment made pursuant to clause 17.2(b)(i);Code: means the Code of Practice on Workforce Matters in Public Sector Service Contracts 2014;Code Obligations: means the express obligations of the Supplier in clause 17.2(b)(viii) of this Agreement; Employee Representatives: means appropriate representatives of the Supplier'spersonnel under regulation 13 of TUPE;Employment Liabilities: means all claims, demands, penalties, charges, actions, proceedings, damages, compensation, protective awards, court or tribunal orders or awards, fines, costs, expenses, notice pay, pension liabilities and all other losses and liabilities (including legal and other professional expenses on an indemnity basis) (together with VAT thereon);New Joiner:means all staff of the Supplier and/or any Sub-Contractor, whether they are recruited for the purpose of the public service contract or whether they are existing or future staff of the service provider who are allocated to work on the public service contract alongside the Acquired Staff; Outgoing Supplier:means Glendale Services Limited;Outgoing Supplier Existing Employee:means in relation to any service equivalent to any of the Services, all those persons employed by the Outgoing Supplier under a contract of employment (but excluding any person engaged by the Outgoing Supplier as an independent contractor or persons employed by any sub-contractor engaged by the Outgoing Supplier) who are wholly or mainly engaged in or are assigned to the provision of that service as at the Commencement Date;Provisional Employee List: a list of persons (including without limitation those engaged by the Supplier and/or any Sub-Contractor) who are assigned to the provision of the Services as at the date of such list and whose employment may therefore transfer to the Authority or a Replacement Supplier pursuant to TUPE;Replacement Services: any services that are identical or substantially similar to any of the Services provided by the Supplier and which the Authority receives in substitution for any of the Services following the termination or expiry of this Agreement, whether those services are provided by the Authority or by any Replacement Supplier;Relevant Supplier means the Outgoing Supplier, any predecessor of the Outgoing Supplier or any third party who was at the time prior to the Commencement Date engaged in the provision of the same or similar services (whether in whole or in part) to those to be provided by the Supplier under this Agreement;Relevant Transferhas the meaning set out in TUPE;Replacement Supplier: means any third party supplier of Replacement Services appointed by the Authority from time to time;Services:the works and/or services to be provided pursuant to this Agreement;Service Transfer: the transfer of the Services in whole or part to the Authority or a Replacement Supplier on the Termination Date;Service Transfer Date: the date of the transfer of the Transferring Employees to the Authority or the Replacement Supplier under TUPE;Sub-Contractormeans any sub-contractor engaged by the Supplier in provision of the Services;Termination Date: means the end of the Agreement;Transferring Employees: means those personnel of the Supplier and its Sub-Contractors who are assigned to the relevant part of the Services (or services equivalent to the Services including without limitation Replacement Services) being transferred to the Authority or the Replacement Supplier upon a Service Transfer and whose employment will therefore transfer to the Authority or the Replacement Supplier pursuant to a relevant transfer (as defined by TUPE);TUPEmeans the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended; andWorkforce Information:in respect of an individual means such information as the Authority may reasonably request but including (without limitation) in an anonymised format: their ages, dates of commencement of employment or engagement and gender; details of whether they are employees, workers, self-employed, suppliers, contractors or consultants, agency workers or otherwise; the identity of their employer or relevant contracting party; their relevant notice periods and any other terms relating to termination of employment or engagement, including any redundancy procedures and contractual or non-contractual redundancy or termination payment schemes; the current wages, salaries, profit sharing, incentive and bonus arrangements applicable to them; details of other employment-related benefits including (without limitation) medical insurance, life assurance, pension or other retirement benefit schemes, share option schemes and car schemes applicable to them; any outstanding or potential contractual, statutory or other liabilities in respect of such individuals (including personal injury claims); details of any such individuals on long-term sickness absence, maternity or other statutory leave or otherwise absent from work; copies of all relevant documents and materials relating to all such information including copies of relevant contracts of employment or engagement (or relevant standard contracts if applied generally in respect of such individuals) and any collective agreements; the terms and conditions under which such persons are employed or engaged a breakdown of each persons working time by reference to: details of the work they perform; the amount of time they spend carrying out the Services; details of any other duties they carry out; and the locations of such work. all other information required by regulation 11 of TUPE or otherwiseApplication of TUPE on the Commencement Date Relevant Transfers on Commencement. The Authority and the Supplier agree that TUPE will apply on the Commencement Date and the Supplier shall comply and shall procure that any Sub-Contractor shall comply with all its/their statutory obligations under TUPE in respect of the Acquired Staff (and in respect of any person who the Supplier becomes aware is entitled to have his or her terms and conditions of employment transferred to the Supplier or any Sub-Contractor under TUPE or otherwise). The Supplier shall engage and shall procure that any Sub-Contractor shall engage all Acquired Staff (and any other person who the Supplier becomes aware is entitled to have his or her terms and conditions of employment transferred to the Supplier or any Sub-Contractor under TUPE or otherwise) with effect from the Commencement Date. The contracts of employment (together with any collective agreement) of the Acquired Staff shall have effect (subject to Regulation 4(7) of TUPE) thereafter as if originally made between those employees and the Supplier (or any Sub-Contractor) except insofar as such contracts relate to any benefits for old age, invalidity or survivors under any occupational pension scheme (save as required under sections 257 and 258 of the Pensions Act 2004 and/or the Welsh Authorities Staff Transfers (Direction) 2012 which shall be dealt with in accordance with Schedule 8 (Pensions)). The Supplier shall comply and shall procure that each Sub-Contractor shall comply with its obligations (including without limitation the obligation under Regulation 13(4) of TUPE) in respect of each Relevant Transfer pursuant to this Agreement and the Supplier shall indemnify the Authority against any Employment Liabilities sustained as a result of any breach of this clause 17.2(a)(i) by the Supplier and/or any Sub-Contractor. Offer of Employment. If TUPE does not apply to an Outgoing Supplier Existing Employee, the Supplier shall offer to or shall procure the offer by the relevant Sub-Contractor to each and every such employee a new contract of employment commencing on the Commencement Date under which the terms and conditions including full continuity of employment shall not differ from those enjoyed immediately prior to the Commencement Date (except insofar as such terms and conditions relate to an occupational pension scheme which shall be dealt with in accordance with Schedule 8 (Pensions)) and the offer shall be in writing, shall be open to acceptance for a period of not less than ten (10) Business Days and shall be made: if it is believed that TUPE will not apply to a person, not less than ten (10) Working Days before the Commencement Date; or if it is believed that TUPE applies to a person but it is subsequently decided that TUPE does not so apply, as soon as is practicable and in any event no later than ten (10) Working Days after that decision is known to the Supplier. Where any such offer as referred to in clause 17.2(b)(i) is accepted, the Supplier shall act and shall procure that each relevant Sub-Contractor shall act in all respects as if TUPE had applied to each and every Outgoing Supplier Existing Employee who has accepted any such offer and shall comply with Schedule 8 (Pensions) of this Agreement in respect of each and every such employee who was immediately before the Commencement Date an Outgoing Supplier Existing Employee. Where any offer as referred to in clause 17.2(b)(i) is not accepted and TUPE does not apply, the relevant Outgoing Supplier Existing Employee shall remain an employee of the Outgoing Supplier (or any sub-contractor of the Outgoing Supplier as appropriate). The Supplier shall use all reasonable endeavours to achieve a smooth transition of the Acquired Staff (and any other persons entitled under TUPE to transfer of whom the Supplier becomes aware) to its employment on or by the Commencement Date, including (but not limited to) liaising with the Outgoing Supplier in good faith. The Supplier shall be responsible or shall procure that any relevant Sub-Contractor is responsible for all remuneration, benefits, entitlements and outgoings in respect of the Acquired Staff and any other person who is or will be employed or engaged by the Supplier or any Sub-Contractor in connection with the provision of any of the Services, including without limitation all wages, holiday pay, bonuses, commission, payment of PAYE, National Insurance Contributions, pension contributions and otherwise, from and including the Commencement Date. The Supplier shall indemnify the Authority in full for and against all Employment Liabilities in relation to or in connection with: any failure by the Supplier or any Sub-Contractor to comply with its obligations pursuant to TUPE in respect of the Acquired Staff; and any breach by the Supplier of its obligations under clause 17.2(b)(v); anything done or omitted to be done by the Supplier or any Sub-Contractor in respect of any of the Acquired Staff whether before, on or after the Commencement Date, including but not limited to: any action by any Acquired Staff in relation to the termination of their employment by the Supplier or any Sub-Contractor on or after the Commencement Date; any action by any Acquired Staff relating to the identity of their employer changing by virtue of TUPE and/or the Agreement; and any action by any Acquired Staff in relation to a change or proposed change to the terms of his or her employment or working conditions as a result of any act or omission of the Supplier or any Sub-Contractor whether such claims arise before, on or after the Commencement Date. any claim by any Acquired Staff, trade union or staff association or employee representative (whether or not recognised by the Supplier and/or the relevant Sub-Contractor in respect of all or any of the Acquired Staff) arising from or connected with any failure by the Supplier and/or any Sub-Contractor to comply with any legal obligation to such trade union, staff association or other employee representative whether under Regulation 13 of TUPE, under the Acquired Rights Directive or otherwise and, whether any such claim arises or has its origin before or after the Commencement Date. Provision of Details and Indemnity. The Supplier shall as soon as reasonably practicable and in any event within five (5) Working Days following a written request by the Authority or the Outgoing Supplier provide to the Authority and/or the Outgoing Supplier details of any measures which the Supplier or any Sub-Contractor envisages it or they will take in relation to any employees who are or who will be the subject of a Relevant Transfer, and if there are no measures, confirmation of that fact, and shall indemnify the Authority against all Employment Liabilities resulting from any failure by the Supplier to comply with this obligation. Compliance with Code Obligations. The Authority and the Supplier shall (and the Supplier shall procure that any Sub-Contractor shall) have regard to the Code in interpreting and applying the Code Obligations. In addition to its obligations pursuant to clause 17.2(b) and subject to clause 17.2(b)(viii)(D), the Supplier shall procure that any New Joiners shall be employed on terms and conditions of employment which are: overall fair and reasonable and no less favourable than those of the Acquired Staff engaged in the provision of the Services who are working alongside and holding the same or a similar position to that of the New Joiners; or the same as the Suppliers existing staff, where those terms and conditions of employment are the subject of national agreement. The Supplier shall, and shall procure that any relevant Sub-Contractor shall, consult with the recognised trade unions and where there is no recognised trade union any other employee representative body on the terms to be offered to the New Joiners pursuant to clause 17.2(b)(viii)(B). In addition to its obligations under clause 17.2(b)(viii)(B), the Supplier shall procure that the New Joiners are offered either: membership of a pension scheme which meets the autoenrolment standards under the Pensions Act 2008 (whether or not the Act requires the service provider to offer membership to the New Joiner). During the term of this Agreement, the Supplier shall provide or procure that the Authority is provided with such accurate and complete information as requested by the Authority as soon as reasonably practicable, including the terms and conditions of employment of the Acquired Staff and the New Joiners, where this is required to monitor the Supplier's compliance with its Code Obligations. The Supplier shall and shall procure that any relevant Sub-Contractor shall support the Welsh Government sponsored review and monitoring programme on the impact of the Code and provide the Authority as requested with such accurate and complete information as soon as reasonably practicable in order to assist the Authority in doing this. The Authority and the Supplier shall in the first instance seek to resolve by discussions between them any complaints from any employee or any recognised trade union in relation to compliance by the Supplier and any Sub-Contractor with its Code Obligations. Where it appears to the Authority or the Supplier that it is not possible to resolve the matter by continuing discussions between them pursuant to clause 17.2(b)(viii)(G) or where an employee of the Supplier or any Sub-Contractor or any recognised trade union writes to the Authority to confirm that it has been unable to resolve its complaint directly with the Supplier or any Sub-Contractor in relation to the Supplier's Code Obligations: the Authority shall first write to the Supplier to seek an explanation for the alleged failure by the Supplier or any Sub-Contractor to comply with its Code Obligations. The Supplier shall or shall procure that the relevant Sub-Contractor provide such an explanation in writing within five (5) Working Days of receipt of the request from the Authority; if the response provided by the Supplier or any Sub-Contractor satisfies the Authority that the Code Obligations have been met, then the Authority will inform the complainant of this; in the event that the Authority is not satisfied with the response provided by the Supplier or any Sub-Contractor the Authority shall write to the Supplier to require the Supplier to take immediate action to resolve this dispute; and if, following such a request by the Authority the Supplier or any Sub-Contractor still appears to the Authority not to be complying with its Code Obligations, the Authority shall seek to enforce the terms of this clause 17.2(b)(viii). The Authority, the Supplier (or any Sub-Contractor) and any recognised trade unions and/or other staff representatives shall have access to the Alternative Dispute Resolution process set out in the Annex to the Code as a means of resolving any disputes arising from the application of the Code. Employment Exit Provisions The parties agree that on the Termination Date the identity of the Supplier of the Services may change resulting in a Service Transfer and that such Service Transfer may be a relevant transfer for the purposes of TUPE. The Authority and the Supplier agree that it is their intention that TUPE shall apply in respect of the provision thereafter of any service equivalent to the Services but the parties acknowledge that the position shall be determined in accordance with the Law at the date of the expiry or termination of this Agreement as the case may be and this clause is without prejudice to such determination. The obligations of the Authority and the Supplier under this clause 17.3 shall also apply to a partial termination of this Agreement which shall include the Authority arranging for the performance of a part or significant part of the Services by a third party and in such circumstances any reference in this clause 17.3 to the Termination Date shall refer to the date of partial termination and references to the Suppliers personnel or Transferring Employees shall refer to those of the Suppliers personnel and Transferring Employees as are assigned to the part of the Services or Replacement Services which is the subject of the partial termination. The Supplier agrees that within 20 days of the earliest of: the date which is 12 months before the Termination Date; receipt of a notification from the Authority of a Service Transfer or an intended Service Transfer; the date which is 12 months before the expiry of the term of this Agreement; receipt of a written request of the Authority at any time, it must provide to the Authority on request the Provisional Employee List in an anonymised form (but with employees being identified by reference to job title and date of commencement of service) together with the Workforce Information (together, the Employee Termination Information) in relation to each employee on the Provisional Employee List. The Supplier undertakes to both the Authority and any Replacement Supplier that: the Employee Termination Information shall be true, complete and accurate in all material respects; it shall supply the Employee Termination Information in excel format or other format approved by the Authority; and the Supplier shall indemnify in full and keep indemnified the Authority and/or any Replacement Supplier against all Employment Liabilities arising from any deficiency or inaccuracy in the Employee Termination Information. During the six (6) months preceding the Termination Date (or at any other time after the Authority shall have given notice to terminate this contract) the Supplier undertakes to both the Authority and the Replacement Supplier that, save where required by Law or a pre-existing contractual obligation, it shall not and shall procure that any Sub-Contractor shall not: materially amend or promise so to amend the rates of remuneration or hours to be worked by or otherwise materially vary the terms and conditions of employment (including such terms and conditions which apply to entitlement of membership of, contributions to, or pension accrual under, any statutory, occupational or personal pension scheme) of any of the personnel who are on the Provisional Employee List; materially increase the number of the personnel performing the Services or the proportion of working time spent on the Services (or the relevant part) by such personnel; deploy any other person to perform the Services (or the relevant part); introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any of the personnel who are on the Provisional Employee List; terminate (or give notice to terminate) the employment of any personnel on the Provisional Employee List (save in the event of gross misconduct) or assign any individual on the Provisional Employee List away from the provision of the Services; change the number of people engaged in the provision of the Services or replace any individual on the Provisional Employee List or redeploy or reassign any individual on the Provisional Employee List; or recruit any personnel for employment in connection with, or assign any additional employee to, the provision of the Services pursuant to this agreement, in each case, without the prior written agreement of the Authority (provided that the Supplier and/or such Sub-Contractor will be entitled (without requirement of consent) to give effect to any pre-existing contractual obligations to any such personnel). During the period of six (6) months preceding the Termination Date or the expiry of this Agreement or after the Supplier has given notice to terminate this contract, the Supplier (in the case of personnel employed by the Supplier) must (and in the case of personnel employed by a Sub-Contractor must procure that such Sub-Contractor shall) enable and assist the Authority, the Replacement Supplier and such other persons as the Authority and the Supplier may agree to communicate with and meet the individuals who are on the Provisional Employee List and their Employee Representatives. Such assistance shall include (without limitation): access to the Suppliers and the Sub-Contractor's employees to assist the Replacement Supplier or such other person identified by the Authority in undertaking due diligence and submitting bids, and accessing the Suppliers and the Sub-Contractor's workforce for the purpose of making presentations; and access to personnel on an individual basis to facilitate an effective information and consultation process (whether under TUPE or otherwise). At least thirty (30) days prior to the Service Transfer Date the Supplier must provide to the Authority and/or (at the Authority's request) any Replacement Supplier a final list of all Transferring Employees ("Final List") which shall be complete, accurate and up to date and the Supplier must immediately notify the Authority of: any changes to the Final List prior to the Service Transfer Date; any Transferring Employee who has objected to a transfer pursuant to regulation 4(7) of TUPE; and any Transferring Employee who has given or been given notice of termination of their employment. The Supplier shall indemnify in full and keep indemnified the Authority and/or any Replacement Supplier against all Employment Liabilities which arises from any deficiency or inaccuracy in the Final List provided under clause 17.3(g) of this clause 17. The Authority shall be entitled to use the information provided pursuant to this clause 17 as appropriate including without limitation for the following purposes: to facilitate the provision of information to bidders or prospective bidders who have expressed an interest in tendering for the performance of a Services following the Termination Date; to enable the Authority to administer any new contract which the Authority may enter into following the Termination Date; to inform a Replacement Supplier, subject to any Replacement Supplier entering into an appropriate confidentiality undertaking with the Authority; and to enable the Supplier to deal effectively with claims by third parties including Transferring Employees. In the event of there being any employee, worker or any other party engaged in or in connection with the provision of the Services prior to the Termination Date (save for any employee who is a Transferring Employee and who was listed on the Final List) whose employment or claims arising out of their employment or its termination transfers to the Authority or any Replacement Supplier on the Termination Date or who successfully claims that their employment or such claims so transfer: the Authority or the Replacement Supplier shall, within 28 Working Days of becoming aware of that fact, give notice in writing to the Supplier; the Supplier may offer employment to such person within 28 Working Days of the notification by the Authority or the Replacement Supplier; if such offer of employment is accepted, the Authority or the Replacement Supplier shall immediately release the person from his/her employment or alleged employment; if after the 28 Working Day period in clause 17.3(j)(ii) has elapsed, no such offer of employment has been made or such offer has been made but not accepted, the Authority or the Replacement Supplier may within a further 28 Working Days give notice to terminate the employment of such person. Subject to the Authority and/or the Replacement Supplier acting in the way set out at clause 17.3(j) the Supplier shall indemnify the Authority and/or the Replacement Supplier against: all Employment Liabilities arising out of the termination or otherwise arising out of the employment of any person identified under clause 17.3(j) by the Authority and/or the Replacement Supplier; any and all employment costs associated with the employment of such person by the Authority and/or the Replacement Supplier for a period of 4 months from the Service Transfer Date or up to the date of termination of such persons employment by the Authority or the Replacement Supplier, if earlier; and all employment liabilities incurred by the Authority and/or any Replacement Supplier resulting from an act or omission of the Supplier or any Sub-Contractor in respect of such individuals. If such person is neither reemployed by the Supplier or any Sub-Contractor nor dismissed by the Authority or any Replacement Supplier within the timescales set out at clause 17.3(j) such person will be treated as a Transferring Employee. The indemnity in clause 17.3(k) applies to any failure by the Supplier to comply with Regulation 13 of TUPE in respect of the person who transferred (or is alleged to have transferred) to the Authority or the Replacement Supplier (as appropriate). The Supplier must ensure that, or must procure that, all wages, salaries and other benefits of the Transferring Employees and such other employees or former employees of the Supplier or any Sub-Contractor and all PAYE tax deductions, pension contributions and national insurance contributions relating thereto in respect of the employment of the Transferring Employees and such other employees or former employees of the Supplier or Sub-Contractor up to the Service Transfer Date are satisfied; The Supplier must: remain responsible for all of its employees (but excluding the Transferring Employees) and must procure that any Sub-Contractor will remain responsible for all of the Sub-Contractor's employees (but excluding the Transferring Employees) on or after the Service Transfer Date and must indemnify and keep indemnified the Authority and any Replacement Supplier against all Employment Liabilities incurred by the Authority or any Replacement Supplier resulting from any claim whatsoever, whether arising before on or after the Service Transfer Date by or on behalf of any of the Suppliers employees (or Sub-Contractor's employees) who are not Transferring Employees; in respect of the Transferring Employees, at all times indemnify and keep indemnified the Authority and any Replacement Supplier against all Employment Liabilities (whether any such Employment Liabilities arise before, on or after the Service Transfer Date) incurred by the Authority or any Replacement Supplier resulting from any act or omission by the Supplier or Sub-Contractor on or before the Service Transfer Date or any other matter, event or circumstances occurring on or before the Service Transfer Date; without prejudice to the generality of clause 17.3(o)(ii) at all times indemnify and keep indemnified the Authority and any Replacement Supplier in relation to all Employment Liabilities suffered or incurred by the Authority and/or any Replacement Supplier in respect of any failure by the Supplier or a Sub-Contractor to comply with its/ their obligations under TUPE (save to the extent that any such failure to comply arises as a result of an act or omission of the Authority or any Replacement Supplier); without prejudice to the generality of clause 17.3(o)(ii) at all times indemnify and keep indemnified the Authority and any Replacement Supplier in relation to all Employment Liabilities suffered or incurred by the Authority and/or any Replacement Supplier in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date; without prejudice to the generality of clause 17.3(o)(ii) at all times indemnify and keep indemnified the Authority and any Replacement Supplier in relation to all Employment Liabilities suffered or incurred by the Authority and/or any Replacement Supplier in respect of any claim arising out of the provision of, or proposal by the Supplier to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date; without prejudice to the generality of clause 17.3(o)(ii) at all times indemnify and keep indemnified the Authority and any Replacement Supplier in relation to all Employment Liabilities suffered or incurred by the Authority and/or any Replacement Supplier in respect of any statement communicated to or action done by the Supplier or in respect of any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing; in the event that any person brings a claim against the Authority or any Replacement Supplier arising out of or in connection with a Service Transfer or the termination of their employment in connection with a Service Transfer to which TUPE applies or is alleged to apply on the termination or partial termination or expiry of this contract, provide the Authority and any Replacement Supplier as soon as practicable after any request thereof, all information which may reasonably be relevant to such claim and shall render to each other such assistance and co-operation as either shall reasonably require in contesting, settling or dealing with any such claim; and permit the Authority to assign the benefit of the indemnities in this clause 17 to any Replacement Supplier without further condition or requirement. If on the Service Transfer Date any of the Transferring Employees shall transfer to the employment of the Authority, the Authority shall indemnify and keep indemnified the Supplier in relation to all Employment Liabilities suffered or incurred by the Supplier in respect of: the failure by the Authority to comply with Regulation 13(4) of TUPE, save to the extent that any such failure to comply arises as a result of an act or omission of the Supplier or a Sub- Contractor; and any act or omission by the Authority relating to a Transferring Employee on or after the Service Transfer Date. In the event that the Supplier enters into any agreement with a Sub-Contractor in connection with this agreement, it must impose obligations on its Sub-Contractors in the same terms as those imposed on it pursuant to this section 11 and must procure that the Sub-Contractor complies with such terms.The Supplier shall indemnify and keep indemnified the Authority and any Replacement Supplier in full against all Employment Liabilities incurred by the Authority or any Replacement Supplier as a result of or in connection with any failure on the part of the Supplier to comply with this clause and/or the Sub-Contractors failure to comply with such terms. The parties shall co-operate to ensure that any requirement to inform and consult with employees or with any representatives of such employees in relation to any TUPE transfer will be fulfilled. Offer of Employment on Expiry or Termination If TUPE does not apply on the expiry or earlier termination of this Agreement, the Authority shall procure that each Replacement Supplier shall offer employment to the persons employed by the Supplier or a Sub-Contractor in the provision of the Services immediately before the Termination Date. If an offer of employment is made in accordance with clause 17.4(a) the employment shall be on the same terms and conditions (except for entitlement to membership of an occupational pension scheme, which shall be dealt with in accordance with Schedule 8 (Pensions) as applied immediately before the expiry or earlier termination of this Agreement including full continuity of employment, except that the Authority or Replacement Supplier may at its absolute discretion not offer such terms and conditions if there has been any change to the terms and conditions of the persons concerned in breach of this clause 17.4. For the avoidance of doubt where any such offer as referred to in clause 17.4(a) is accepted, the Supplier shall indemnify and keep indemnified in full the Authority and/or any Replacement Supplier on the same terms and conditions as those set out in clauses 17.3(h) and 17.3(o) of this Agreement as if there had been a Relevant Transfer in respect of each and every employee who has accepted any such offer and for the purposes of this clause 17.4 each and every such employee shall be treated as if they were a Transferring Employee. Where any offer as referred to in clause 17.4 is not accepted and TUPE does not apply, the relevant employee shall remain an employee of the Supplier or Sub-Contractor as appropriate. Contract management Reporting and meetings The Supplier shall provide the management reports in the form and at the intervals set out in Schedule 4. The Authorised Representatives and relevant Key Personnel shall meet in accordance with the details set out in Schedule 4 and the Supplier shall, at each meeting, present its previously circulated Management Reports and Financial Reports in the format set out in that Schedule. Monitoring The Authority may monitor the performance of the Services by the Supplier. The Supplier shall co-operate, and shall procure that its Sub-Contractors co-operate, with the Authority in carrying out the monitoring referred to in clause REF "a770190" \h \w  \* MERGEFORMAT 19.1 at no additional charge to the Authority. Change control and continuous improvement Any requirement for a Change shall be subject to the Change Control Procedure. The Supplier shall undertake an accurate measurement survey of each site within three months of the Commencement Date. The Supplier shall submit all requirements for a Change relating to the measurements of the sites provided by the Authority in the tender documentation within nine months of the Commencement Date of this Agreement. The Supplier shall have an ongoing obligation throughout the Term to identify new or potential improvements to the Services. As part of this obligation the Supplier shall identify and report to the Authority's Authorised Representative quarterly in the first Contract Year and once every six months for the remainder of the Term on: the emergence of new and evolving relevant technologies which could improve the Services; new or potential improvements to the Services including the quality, responsiveness, procedures, methods, performance mechanisms and customer support services in relation to the Services; new or potential improvements to the interfaces or integration of the Services with other services provided by third parties or the Authority which might result in efficiency or productivity gains or in reduction of operational risk; and changes in ways of working that would enable the Services to be delivered at lower costs and/or bring greater benefits to the Authority. Any potential Changes highlighted as a result of the Supplier's reporting in accordance with clause REF "a227716" \h \w  \* MERGEFORMAT 20.4 shall be addressed by the parties using the Change Control Procedure. Dispute resolution If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause: either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Authorised Representatives shall attempt in good faith to resolve the Dispute; if the Authorised Representatives are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Authority's Director of Education, Skills and Young People and the Supplier's (TO BE ADVISED) who shall attempt in good faith to resolve it; and if the Authority's Director of Education, Skills and Young People and the Supplier's (TO BE ADVISED) are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice. The commencement of mediation shall not prevent the parties commencing or continuing court or arbitration proceedings in relation to the Dispute under clause REF "a226886" \h \w  \* MERGEFORMAT 49 which clause shall apply at all times. Sub-Contracting and assignment Subject to clause REF "a672287" \h \w  \* MERGEFORMAT 22.3, neither party shall assign, novate or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority. In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors; impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's Authorised Representative. The Authority shall be entitled to novate the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority. Provided that the Authority has given prior written consent, the Supplier shall be entitled to novate the agreement where: the specific change in contractor was provided for in the procurement process for the award of this agreement; there has been a universal or partial succession into the position of the Supplier, following a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of this agreement. Liability Indemnities Subject to clause  REF _Ref519594400 \r \h  \* MERGEFORMAT 23.2, the Supplier shall indemnify and keep indemnified the Authority against all liabilities costs, expenses, damages and losses incurred by the Authority arising out of or in connection with: the Supplier's breach or negligent performance or non-performance of this agreement; any claim made against the Authority arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Supplier or Supplier Personnel; the enforcement of this agreement. The indemnity under clause  REF _Ref519594391 \r \h  \* MERGEFORMAT 23.1 shall apply except insofar as the liabilities, expenses, damages and losses incurred by the Authority are directly caused (or directly arise) from the negligence or breach of this agreement by the Authority or its Authorised Representative/s. Liability Subject to clause  REF a120903 \r \h  \* MERGEFORMAT 24.3, neither party shall be liable to the other party (as far as permitted by law) for indirect special or consequential loss or damage in connection with the agreement, or any loss of or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect. 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 this agreement. Notwithstanding any other provision of this agreement neither party limits or excludes its liability for: fraud or fraudulent misrepresentation; death or personal injury caused by its negligence; breach of any obligation as to title implied by statute; or any other act or omission, liability for which may not be limited under any applicable law. The liability of either party for any breach of this agreement, in contract or tort, or arising in any other way out of the subject-matter of this agreement will not extend to any indirect damages or losses, or to any loss of profits, loss of bargain, loss of revenue, loss of business, loss of data, loss of contracts or opportunity, whether direct or indirect. The annual aggregate liability of either party under or in connection with this agreement shall in no event exceed 100% of the contract price payable by the Authority to the Supplier in the Contract Year in which the liability arises. Insurance The Supplier shall at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing as a minimum the following levels of cover: public and product liability insurance with a limit of indemnity of not less than 5 million pounds in relation to any one claim or series of claims; employer's liability insurance with a limit of indemnity of not less than 5 million pounds in accordance with any legal requirement for the time being in force in relation to any one claim or series of claims; (the Required Insurances). The cover shall be in respect of all risks which may be incurred by the Supplier, arising out of the Supplier's performance of the agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier. The Supplier shall provide the Authority, on reasonable request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the Required Insurances are in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Supplier fails to give effect to and maintain the Required Insurances, the Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier. The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the agreement. The Supplier shall hold and maintain the Required Insurances for a minimum of twelve years following the expiration or earlier termination of the agreement. Information Freedom of information The Supplier acknowledges that the Authority is subject to the requirements of the FOIA and the EIRs. The Supplier shall: provide all necessary assistance and cooperation as reasonably requested by the Authority to enable the Authority to comply with its obligations under the FOIA and EIRs; transfer to the Authority all Requests for Information relating to this agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt; provide the Authority with a copy of all Information belonging to the Authority requested in the Request For Information which is in its possession or control in the form that the Authority requires within 5 Working Days (or such other period as the Authority may reasonably specify) of the Authority's request for such Information; and not respond directly to a Request For Information unless authorised in writing to do so by the Authority. The Supplier acknowledges that the Authority may be required under the FOIA and EIRs to disclose Information (including Commercially Sensitive Information) without consulting or obtaining consent from the Supplier. The Authority shall take reasonable steps to notify the Supplier of a Request For Information (in accordance with the Secretary of State's section 45 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this agreement) the Authority shall be responsible for determining in its absolute discretion whether any Commercially Sensitive Information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs. Data protection The Supplier shall (and shall procure that any of its Supplier's Personnel involved in the provision of the agreement shall) comply with any notification requirements under the Data Protection Legislation and both Parties shall duly observe all their obligations under the Data Protection Legislation, which arise in connection with the agreement. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause  REF a124621 \r \h  \* MERGEFORMAT 27 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause  REF a124621 \r \h  \* MERGEFORMAT 27, "Applicable Laws" means (for so long as and to the extent that they apply to the Provider) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK. Without prejudice to the generality of clause  REF _Ref513733795 \r \h  \* MERGEFORMAT 27.2, the Authority will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement. Without prejudice to the generality of clause  REF _Ref513733795 \r \h  \* MERGEFORMAT 27.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement: ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Authority, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Authority has been obtained and the following conditions are fulfilled: the Authority or the Supplier has provided appropriate safeguards in relation to the transfer; the Data Subject has enforceable rights and effective remedies; the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and the Supplier complies with the reasonable instructions notified to it in advance by the Authority with respect to the processing of the Personal Data; notify the Authority immediately if it receives: a request from a Data Subject to have access to that person's Personal Data; a request to rectify, block or erase any Personal Data; receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation (including any communication from the Information Commissioner); assist the Authority in responding to any request from a Data Subject and in ensuring compliance with the Authority's obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; notify the Authority immediately and in any event within 24 hours on becoming aware of a Personal Data breach including without limitation any event that results, or may result, in unauthorised access, loss, destruction, or alteration of Personal Data in breach of this agreement; at the written direction of the Authority, delete or return Personal Data and copies thereof to the Customer on termination or expiry of the agreement unless required by the Applicable Laws to store the Personal Data; maintain complete and accurate records and information to demonstrate its compliance with this clause  REF a124621 \r \h  \* MERGEFORMAT 27 and allow for audits by the Authority or the Authority's designated auditor pursuant to clause  REF a874905 \r \h  \* MERGEFORMAT 29. The Supplier shall indemnify the Authority against any losses, damages, cost or expenses incurred by the Authority arising from, or in connection with, any breach of the Supplier's obligations under this clause  REF a124621 \r \h  \* MERGEFORMAT 27. Where the Supplier intends to engage a Sub-Contractor pursuant to clause  REF a967319 \r \h  \* MERGEFORMAT 22 and intends for that Sub-Contractor to process any Personal Data relating to this agreement, it shall: notify the Authority in writing of the intended processing by the Sub-Contractor; obtain prior written consent to the processing; ensure that any Sub-Contract imposes obligations on the Sub-Contractor to give effect to the terms set out in this clause  REF a124621 \r \h  \* MERGEFORMAT 27. Either party may, at any time on not less than 30 Working Days' written notice to the other party, revise this clause  REF a124621 \r \h  \* MERGEFORMAT 27 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this agreement). The provisions of this clause shall apply during the continuance of the agreement and indefinitely after its expiry or termination. Confidentiality Subject to clause REF "a836225" \h \w  \* MERGEFORMAT 28.2, the parties shall keep confidential all matters relating to this agreement and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matters relating hereto. Clause REF "a355565" \h \w  \* MERGEFORMAT 28.1 shall not apply to any disclosure of information: required by any applicable law, provided that clause REF "a715012" \h \w  \* MERGEFORMAT 26.2 shall apply to any disclosures required under the FOIA or the EIRs; that is reasonably required by persons engaged by a party in the performance of such party's obligations under this agreement; where a party can demonstrate that such information is already generally available and in the public domain otherwise than as a result of a breach of clause REF "a355565" \h \w  \* MERGEFORMAT 28.1; by the Authority of any document to which it is a party and which the parties to this agreement have agreed contains no commercially sensitive information; to enable a determination to be made under clause REF "a736375" \h \w  \* MERGEFORMAT 21; which is already lawfully in the possession of the receiving party, prior to its disclosure by the disclosing party; by the Authority to any other department, office or agency of the Government; and by the Authority relating to this agreement and in respect of which the Supplier has given its prior written consent to disclosure. On or before the Termination Date the Supplier shall ensure that all documents and/or computer records in its possession, custody or control which relate to personal information of the Authority's employees, rate-payers or service users, are delivered up to the Authority or securely destroyed. Audit During the Term and for a period of 6 years after the Termination Date, the Authority may conduct or be subject to an audit for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this agreement) and/or the costs of all suppliers (including Sub-Contractors) of the Services; to review the integrity, confidentiality and security of any data relating to the Authority or any service users; to review the Supplier's compliance with the Data Protection Legislation, the FOIA, in accordance with clause 20 (Freedom of Information) and clause 21 (Data Protection) and any other legislation applicable to the Services; to review any records created during the provision of the Services; to review any books of account kept by the Supplier in connection with the provision of the Services; to carry out the audit and certification of the Authority's accounts; to carry out an examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; to verify the accuracy and completeness of the Management Reports delivered or required by this agreement. Except where an audit is imposed on the Authority by a regulatory body, the Authority may not conduct an audit under this clause 23 more than twice in any calendar year. The Authority shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Authority and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including: all information requested by the above persons within the permitted scope of the audit; reasonable access to any sites controlled by the Supplier and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and access to the Supplier's Personnel. The Authority shall endeavour to (but is not obliged to) provide at least 15 days' notice of its intention or, where possible, a regulatory body's, intention to conduct an audit. The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material failure to perform its obligations under this agreement in any material manner by the Supplier in which case the Supplier shall reimburse the Authority for all the Authority's reasonable costs incurred in the course of the audit. If an audit identifies that: the Supplier has failed to perform its obligations under this agreement in any material manner, the parties shall agree and implement a remedial plan. If the Supplier's failure relates to a failure to provide any information to the Authority about the Charges, proposed Charges or the Supplier's costs, then the remedial plan shall include a requirement for the provision of all such information; the Authority has overpaid any Charges, the Supplier shall pay to the Authority the amount overpaid within 20 days. The Authority may deduct the relevant amount from the Charges if the Supplier fails to make this payment; and the Authority has underpaid any Charges, the Authority shall pay to the Supplier the amount of the under-payment less the cost of audit incurred by the Authority if this was due to a default by the Supplier in relation to invoicing within 20 days. Intellectual property All pre-existing intellectual property owned by either party shall remain the property of that party. In the absence of prior written agreement by the Authority to the contrary, all Intellectual Property created by the Supplier or any employee, agent or subcontractor of the Supplier: in the course of performing the Services; or exclusively for the purpose of performing the Services, shall vest in the Supplier on creation. The Supplier grants the Authority a perpetual, royalty-free, irrevocable, non-exclusive licence to use all intellectual property rights in the or in any materials accompanying the Services to the extent that it is necessary to fulfil its obligations under this Contract. The Supplier shall indemnify the Authority against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the availability of the Services, except to the extent that they have been caused by or contributed to by the Authority's acts or omissions. Termination Termination for breach The Authority may terminate this agreement in whole or part with immediate effect by the service of written notice on the Supplier in the following circumstances: if the Supplier is in breach of any material obligation under this agreement provided that if the breach is capable of remedy, the Authority may only terminate this agreement under this clause REF "a63124" \h \w  \* MERGEFORMAT 31.1 if the Supplier has failed to remedy such breach within 28 days of receipt of notice from the Authority (a Remediation Notice) to do so; if a Consistent Failure has occurred; if a Catastrophic Failure has occurred; if there is an Insolvency Event. if there is a change of control of the Supplier within the meaning of section 1124 of the Corporation Tax Act 2010. if the Authority reasonably believes that any of the circumstances set out in Regulation 73(1) of the Public Contracts Regulations 2015 apply. The Authority may terminate this agreement in accordance with the provisions of clause REF "a851771" \h \w  \* MERGEFORMAT 33 and clause REF "a324896" \h \w  \* MERGEFORMAT 36. If this agreement is terminated by the Authority for cause such termination shall be at no loss or cost to the Authority and the Supplier hereby indemnifies the Authority against any such losses or costs which the Authority may suffer as a result of any such termination for cause. The Supplier may terminate this agreement in the event that the Authority commits a Termination Payment Default by giving 30 days' written notice to the Authority. In the event that the Authority remedies the Termination Payment Default in the 30-day notice period, the Supplier's notice to terminate this agreement shall be deemed to have been withdrawn. Termination on notice Without affecting any other right or remedy available to it, the Authority may terminate this agreement at any time by giving 3 months' written notice to the Supplier. Ineffectiveness If at any time a declaration of ineffectiveness is made by a court in respect of this Agreement pursuant to Regulation 98(2)(a) of the Public Contracts Regulations 2015 then: the provisions of clause  REF a787683 \r \h  \* MERGEFORMAT 37 and any other provisions in the agreement which are intended to apply on or after the date on which the agreement is terminated for any reason shall apply on the date on which the relevant declaration of ineffectiveness is to take effect (and as a result the agreement is to come to an end); and the Authority shall not be required or liable (on whatever grounds) to pay any compensation or restitution to the Supplier in respect of any loss, damage, costs, expenses or other liabilities suffered or incurred by the Supplier as a result of or in connection with the relevant declaration of ineffectiveness being made, including any loss of revenue or profit that the Supplier might otherwise have generated under the agreement during the Term. If at any time an order is made by a court, pursuant to Regulation 102(3)(a) of the Public Contracts Regulations 2015, that the duration of the Agreement be shortened, then: the provisions of clause  REF a787683 \r \h  \* MERGEFORMAT 37 and any other provisions in the agreement which are intended to apply on or after the date on which the agreement is terminated for any reason shall apply on the date on which the term of the shortened agreement is to end (and as a result the agreement is to come to an end); and the Authority shall not be required or liable (on whatever grounds) to pay any compensation or restitution to the Supplier in respect of any loss, damage, costs, expenses or other liabilities suffered or incurred by the Supplier as a result of or in connection with the relevant order for the shortening of the term of the agreement being made, including any loss of revenue or profit that the Supplier might otherwise have generated under the agreement during the Term. Adverse Weather The parties acknowledge and agree that provision of the Services is subject to weather conditions, which may affect the Supplier's ability to meet any deadlines set out in this agreement or otherwise agreed by the parties. Any such deadlines may be extended where there is adverse weather which in the Supplier's opinion (acting reasonably) makes it impossible or unsafe for the Supplier to perform the Services, especially: where there is moderate or heavy rain; when the ground is frozen or almost frozen; or when the temperature is below 3 degrees Celsius. In any such case, the Supplier shall seek approval from the Authority to suspend all or any part of the Services for the period during which the adverse weather conditions continue. The Authority shall consider such request for approval and, acting reasonably and without undue delay, may elect to give approve such a request. Where the Authority gives its approval, any applicable deadline shall automatically be extended to the date when it is possible for the Supplier to continue to provide the Services and the Services shall be performed as soon as practicable once weather conditions improve. The Supplier shall use all reasonable endeavours to perform the Services immediately following the cessation of any period of suspension. The Supplier shall provide sufficient personnel and Plant (without removing the Supplier's Personnel from other operations under this Agreement) and provide any additional resources necessary to catch up including, but without limitation, if there is a substantial amount of mowing time lost. Force majeure Subject to the remaining provisions of this clause  REF _Ref525893203 \r \h  \* MERGEFORMAT 35, neither party to this agreement shall be liable to the other for any delay or non-performance of its obligations under this agreement to the extent that such non-performance is due to a Force Majeure Event. In the event that either party is delayed or prevented from performing its obligations under this agreement by a Force Majeure Event, such party shall: give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this agreement; and resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. A party cannot claim relief if the Force Majeure Event is attributable to that party's wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event. The Supplier cannot claim relief if the Force Majeure Event is one where a reasonable supplier should have foreseen and provided for the cause in question. As soon as practicable following the affected party's 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 to facilitate the continued performance of this agreement. Where the Supplier is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 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 this agreement. Following such notification, this agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. The Authority may, during the continuance of any Force Majeure Event, terminate this agreement by written notice to the Supplier if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 20 Working Days. Prevention of bribery The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date: committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. The Supplier shall not during the term of this agreement: commit a Prohibited Act; and/or do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. The Supplier shall during the term of this agreement: establish, maintain and enforce, and require that its Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and keep appropriate records of its compliance with its obligations under clause REF "a491484" \h \w  \* MERGEFORMAT 36.3(a) and make such records available to the Authority on request. The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause REF "a754740" \h \w  \* MERGEFORMAT 36.1 and/or clause REF "a797188" \h \w  \* MERGEFORMAT 36.2, or has reason to believe that it has or any of the Supplier's Personnel have: been subject to an investigation or prosecution which relates to an alleged Prohibited Act; been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. If the Supplier makes a notification to the Authority pursuant to clause REF "a836145" \h \w  \* MERGEFORMAT 36.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause REF "a874905" \h \w  \* MERGEFORMAT 29. If the Supplier is in Default under clause REF "a754740" \h \w  \* MERGEFORMAT 36.1 and/or clause REF "a797188" \h \w  \* MERGEFORMAT 36.2, the Authority may by notice: require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or immediately terminate this agreement. Any notice served by the Authority under clause REF "a555840" \h \w  \* MERGEFORMAT 36.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate). Consequences of termination On the expiry of the Term or if this agreement is terminated in whole or in part for any reason the Supplier shall co-operate with any reasonable request from the Authority to ensure an orderly migration of the Services to the Authority or, at the Authority's request, a Replacement Supplier. On termination of this agreement the Supplier shall procure that all data and other material belonging to the Authority (and all media of any nature containing information and data belonging to the Authority or relating to the Services), shall be delivered to the Authority as soon as reasonably practicable and the Supplier's Authorised Representative shall certify compliance with this clause. Any provision of this agreement that expressly or by implication is intended to come into or continue force on or after termination or expiry, including clause REF "a674878" \h \w  \* MERGEFORMAT 23 (Indemnities), clause REF "a508022" \h \w  \* MERGEFORMAT 25 (Insurance), clause REF "a80769" \h \w  \* MERGEFORMAT 26 (Freedom of Information), clause REF "a124621" \h \w  \* MERGEFORMAT 27 (Data Protection), clause REF "a874905" \h \w  \* MERGEFORMAT 29 (Audit), clause REF "a1035125" \h \w  \* MERGEFORMAT 31 (Termination for Breach) and this clause REF "a787683" \h \w  \* MERGEFORMAT 37 (Consequences of termination) shall survive termination or expiry of this agreement. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the Termination Date. General provisions Non-solicitation Neither party shall (except with the prior written consent of the other) during the term of this agreement, and for a period of one year thereafter, solicit or attempt to solicit or entice away the services of any senior staff of the other party who have been engaged or employed in the provision of the Services or the management of this agreement or any significant part thereof either as principal, agent, employee, independent contractor or in any other form of employment or engagement other than by means of an open national advertising campaign and not specifically targeted at such staff of the other party. Waiver No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Rights and remedies Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law. Severability If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. Partnership or agency Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. Third party rights Save as provided in paragraph 1.2 of Schedule 8 (Pensions), no one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person. Publicity The Supplier shall not: make any press announcements or publicise this agreement or its contents in any way; or use the Authority's name or logo in any promotion or marketing or announcement of orders, except as required by law, any government or regulatory authority, any court or other authority of competent jurisdiction, without the prior written consent of the Authority. Notices Any notice or other communication given to a party under or in connection with this contract shall be in writing marked for the attention of the party's Authorised Representative and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number. Any notice or communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by the delivery service. if sent by fax, at 9.00 am on the next Working Day after transmission. 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. For the purposes of this clause, "writing" shall not include e-mail. Welsh Language The Supplier shall comply with the Welsh Language (Wales) Measure 2011 and Welsh Language Act 1993, a copy of which will be provided by the Supplier upon request, to the extent that the same relate to the provision of the Service. The Supplier warrants that it will not supply the Services in breach of the Welsh Language Obligations, nor in such a way as to render the Authority in breach of its Welsh Language Obligations. Without prejudice to the generality of clause  REF _Ref519586644 \r \h  \* MERGEFORMAT 46.1, the Supplier shall comply with all statutory standards pursuant to the Welsh Language (Wales) Measure 2011 which are potentially applicable to the Supplier, as published from time to time. The Supplier shall ensure that Services delivered in Welsh are not inferior to Services delivered in English. The Supplier shall have in place and operate an up to date Welsh Language policy and, when requested by the Commissioners, shall provide details of the percentage of bilingual Staff employed by them; the number of Service Users who choose Welsh as their preferred language; and the number of Service Users who choose Welsh as their preferred language but whose preference could not be accommodated. The Supplier shall deliver the Service to the Service User in the language medium of the Service Users choice. It is acknowledged that languages other than Welsh and English may be the preferred language for some Service Users and Entire agreement This agreement, the schedules and the documents annexed to it or otherwise referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Counterparts This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. Governing law This agreement 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. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). IN WITNESS of which the parties have caused this Contract to be executed and delivered as a Deed the day and year first before written. EXECUTED as a DEED by [INSERT FULL BUSINESS NAME OF SUPPLIER] acting by and under the signature of: Name:_____________________________ Signature: __________________________ Director Name: _____________________________ Signature: __________________________ Director (or Company Secretary) Executed as a Deed by affixing the Common Seal of Cyngor Sir Yns Mn / Isle of Anglesey County Council In the presence of:- Solicitor: . SCHEDULE 1 SPECIFICATION SCHEDULE 2 SUPPLIER'S TENDER SCHEDULE 3 CHARGES AND PAYMENT The Charges contained in the Pricing Matrix are subject to revision on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the BCIS MTC Grounds Maintenance GM81 in the preceding 12-month period. The first such increase shall take effect at the beginning of the second Year and shall be based on the latest available figure for the percentage increase in the BCIS MTC Grounds Maintenance GM81. SCHEDULE 4 CONTRACT MANAGEMENT Authorised representatives The Authority's initial Authorised Representative: Marc Berw Hughes The Supplier's initial Authorised Representative: Key personnel Gethin M. Jones Meetings Type Contract Management Meetings Quorum Frequency Monthly for the initial 6-month period Agenda Reports Type Contents Frequency Circulation list SCHEDULE 5 CHANGE CONTROL General principles Where the Authority or the Supplier sees a need to change this agreement, the Authority may at any time request, and the Supplier may at any time recommend, such Change only in accordance with the Change Control Procedure set out in paragraph REF "a60030" \h \w  \* MERGEFORMAT 2 of this Schedule 5. Until such time as a Change is made in accordance with the Change Control Procedure, the Authority and the Supplier shall, unless otherwise agreed in writing, continue to perform this agreement in compliance with its terms before such Change. Any discussions which may take place between the Authority and the Supplier in connection with a request or recommendation before the authorisation of a resultant Change shall be without prejudice to the rights of either party. Any work undertaken by the Supplier and the Supplier's Personnel which has not been authorised in advance by a Change, and which has not been otherwise agreed in accordance with the provisions of this Schedule 5, shall be undertaken entirely at the expense and liability of the Supplier. Procedure Discussion between the Authority and the Supplier concerning a Change shall result in any one of the following: no further action being taken; or a request to change this agreement by the Authority; or a recommendation to change this agreement by the Supplier. Where a written request for an amendment is received from the Authority, the Supplier shall, unless otherwise agreed, submit two copies of a Change Control Note signed by the Supplier to the Authority within three weeks of the date of the request. A recommendation to amend this agreement by the Supplier shall be submitted directly to the Authority in the form of two copies of a Change Control Note signed by the Supplier at the time of such recommendation. The Authority shall give its response to the Change Control Note within three weeks. Each Change Control Note shall contain: the title of the Change; the originator and date of the request or recommendation for the Change; the reason for the Change; full details of the Change, including any specifications; the price, if any, of the Change; a timetable for implementation, together with any proposals for acceptance of the Change; a schedule of payments if appropriate; details of the likely impact, if any, of the Change on other aspects of this agreement including: the timetable for the provision of the Change; the personnel to be provided; the Charges; the Documentation to be provided; the training to be provided; working arrangements; other contractual issues; the date of expiry of validity of the Change Control Note; provision for signature by the Authority and the Supplier; and details of how the costs that would be incurred by the parties if the Change subsequently results in the termination of this agreement under clause REF "a750311" \h \w  \* MERGEFORMAT 31.1(f) will be apportioned. For each Change Control Note submitted by the Supplier the Authority shall, within the period of the validity of the Change Control Note: allocate a sequential number to the Change Control Note; and evaluate the Change Control Note and, as appropriate: request further information; accept the Change Control Note by arranging for two copies of the Change Control Note to be signed by or on behalf of the Authority and return one of the copies to the Supplier; or notify the Supplier of the rejection of the Change Control Note. A Change Control Note signed by the Authority and by the Supplier shall constitute an amendment to this agreement. SCHEDULE 6 COMMERCIALLY SENSITIVE INFORMATION All tender documentation submitted by Contractor. SCHEDULE 7 MANDATORY POLICIES Equality and Diversity Policy EMBED AcroExch.Document.DC Anti-bribery and Corruption Policy EMBED AcroExch.Document.DC Welsh Language Policy EMBED AcroExch.Document.DC Corporate Health and Safety Policy EMBED Word.Document.12 \s SCHEDULE 8 PENSIONS The following definitions and interpretation apply to this Schedule 8 (pensions) Actuarya Fellow of the Institute and Faculty of Actuaries; Administering Authority has the meaning given to it in Schedule 1 of the LGPS Regulations. "LGPS Administering Authority" shall be construed accordingly; Admission Agreementhas the meaning given to it in Schedule 1 of the LGPS Regulations; Admission Bodyhas the meaning given to it in Schedule 1 of the LGPS Regulations; Appropriate Pension Provisionin respect of Eligible Employees, either: (a) membership, continued membership or continued eligibility for membership of the LGPS or (b) membership of eligibility for membership of a pension scheme, which is certified by an Actuary as being Broadly Comparable to the terms of the LGPS; in accordance with The Welsh Authorities Staff Transfers (Pensions) Direction 2012. In addition, the opportunity for the Eligible Employees to retain the link between past benefits and future salary increases in accordance with the principles contained in HM Treasury guidance "Fair Deal for staff pensions: staff transfer from central government" published October 2013 and any relevant bulk transfer provisions from previous versions of that guidance; Bondmeans the bond to be executed substantially in the Fund's standard form under paragraph 1.2 of this Schedule; Broadly Comparable certified by an Actuary as satisfying the condition that there are no identifiable Eligible Employees who would overall suffer material detriment in terms of their future accrual of benefits under the scheme compared with the LGPS assessed by an Actuary in accordance with the principles of Annex A of HM Treasury's guidance: "Fair Deal for staff pensions: staff transfer from central government" published October 2013 and a "Broadly Comparable Scheme" shall mean a pension scheme which is Broadly Comparable; Cessation Datemeans any date on which the Supplier (or Sub-Contractor) ceases to be an Admission Body other than as a result of the termination or expiry of this Agreement or because it ceases to employ any Eligible Employees; Supplier Controlled Factormeans the matters in respect of which the Supplier or relevant Sub-Contractor is responsible including but not limited to the following: any employer contributions relating to the costs of early retirement benefits arising on redundancy or as a result of business efficiency under Regulation 30(7) of the LGPS Regulations or otherwise; any increase to the employer contribution rate resulting from the award of pay increases by the Supplier or relevant Sub-Contractors in respect of all or any of the Eligible Employees in excess of the pay increases assumed in the Fund's most recent actuarial valuation; the Supplier or relevant Sub-Contractors increasing the normal working hours of any Eligible Employee to the extent that such increase results in an increase in the Pensionable Pay of the Eligible Employee; the Supplier or relevant Sub-Contractors taking or omitting to take any action which would (in the Authority or Administering Authority's reasonable opinion) materially affect the benefits under the LGPS; the Supplier or relevant Sub-Contractors being in breach of its obligations under this Schedule 8 (Pensions) or the terms of the Admission Agreement (including, without limitation, any cost, expense, penalty or interest incurred as a result of late payment or non-payment of contributions due to the Fund by the Supplier or Sub-Contractor); to the extent not covered above, any other costs arising out of or in connection with the exercise of any discretion or the grant of any consent under the LGPS Regulations by the Supplier or any relevant Sub-Contractors where a member does not have an absolute entitlement to that benefit under the LGPS. For the avoidance of doubt, the cost of ill-health benefits awarded in accordance with LGPS criteria is the responsibility of the Supplier, or Sub-Contractor as the case may be. Supplier Schememeans an occupational pension scheme established by the Supplier (or Sub-Contractor as the case may be) no later than three months prior to the date of the Commencement Date (or Cessation Date as the case may be) and certified by an Actuary as providing benefits that are Broadly Comparable; Eligible Employeesmeans Outgoing Supplier Existing Employees who are active members of or eligible to join the LGPS, Citrus Pension Fund or other pension scheme certified by an Actuary as Broadly Comparable to the LGPS on the day preceding the Relevant Transfer, on account of their former employment with the Authority and being entitled to Appropriate Pension Provision. For the avoidance of doubt an Outgoing Supplier Existing Employee who is or is entitled to become an active member of such pension schemes as a result of being engaged in the Services but who has never been employed directly by the Authority is not an Eligible Employee entitled to Appropriate Pension Provision under this Agreement; Exit Contribution: means any payment or contribution due on, after or as a result of termination of the Admission Agreement and payable by the Supplier or Sub-Contractor under the terms of the Admission Agreement under Regulation 64 of the LGPS Regulations; Fundmeans Gwynedd Pension Fund, a fund within the LGPS, administered by the Administering Authority;Initial Contribution Ratemeans 34.6 (thirty-four point six) per cent of the Eligible Employees' Pensionable Pay; LGPS means the Local Government Pension Scheme governed by the LGPS Regulations; LGPS Regulationsmeans Local Government Pension Scheme Regulations 2013 (SI No. 2356) as amended from time to time; Pensionable Payhas the meaning given to it in the LGPS Regulations; Supplier to secure Appropriate Pension Provision The Supplier shall or shall procure that any relevant Sub-Contractor shall ensure that all Eligible Employees are offered Appropriate Pension Provision with effect from the Commencement Date up to and including the Termination Date for so long as they remain employed by the Supplier or Sub-Contractor in connection with the Services provided under this Agreement. For the avoidance of doubt nothing in this paragraph 1.1 shall apply to any Outgoing Supplier Existing Employee who is not an Eligible Employee. Outgoing Supplier Existing Employees who are not Eligible Employees shall be offered membership of pension arrangements which meet the requirements of the Pensions Act 2004 and the Transfer of Employment (Pension Protection) Regulations 2005, as amended and any other applicable law including but not limited to the Pensions Act 2008 (automatic enrolment) and its underlying regulations. The provisions of this Schedule 8 (Pensions) shall be directly enforceable by an affected Eligible Employee against the Supplier or any relevant Sub-Contractor and the parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to the extent necessary to ensure that any affected Eligible Employee shall have the right to enforce any obligation owed to such employee by the Supplier or Sub-Contractor under this Schedule 8 (Pensions) in his/her own right under section 1(1) of the Contracts Rights of Third Parties Act 1999. The Supplier shall, and shall procure that each Sub-Contractor shall, comply with any legislative requirement and any requirement notified to it by the Authority relating to pensions in respect of any Eligible Employee as set down in: HM Treasury's guidance: "Fair Deal for staff pensions: staff transfer from central government" of October 2013; HM Treasury guidance entitled Staff Transfers from Central Government: A Fair Deal for Staff Pensions published June 1999; HM Treasury guidance entitled Fair Deal for Staff Pensions: Procurement of Bulk Transfer Agreements and Related Issues published June 2004; The Welsh Authorities Staff Transfers (Pensions) Direction 2012; and/or Any legislation amending the LGPS Regulations and/or The Welsh Authorities Staff Transfers (Pensions) Direction 2012. Admitted Body Status in the LGPS Where the Supplier or Sub-Contractor wishes to offer the Eligible Employees membership of the LGPS, the Supplier shall or shall procure that it and/or each relevant Sub-Contractor shall at its own cost (and prior to the Commencement Date unless agreed otherwise by the Authority) enter into an Admission Agreement and at its own cost, obtain any Bond or indemnity required by the Authority and/or the LGPS Administering Authority pursuant to the Admission Agreement, to have effect from and including the Commencement Date. For the purposes of calculating the Initial Contribution Rate, the Authority shall ensure that the Eligible Employees' past service benefits accrued prior to the Commencement Date are fully funded as at that date, as determined by the Fund Actuary. Without prejudice to the generality of this paragraph 2.3, the Supplier hereby indemnifies the Authority and/or any Replacement Contractor and, in each case, their sub-contractors on demand from and against all Employment Liabilities suffered or incurred by it or them which arise from any breach by the Supplier or any Sub-Contractor of the terms of any Admission Agreement to the extent that such liability arises before or as a result of the termination or expiry of the Agreement (howsoever caused). Without prejudice to the generality of the requirements of this paragraph 2.4, the Supplier shall procure that it and each relevant Sub-Contractor shall as soon as reasonably practicable obtain any indemnity or Bond required in accordance with the Admission Agreement. The Authority shall have a right to set-off against any payments due to the Supplier under this Agreement an amount equal to any overdue employer and employee contributions and other payments (and interest payable) due from the Supplier or from any relevant Sub-Contractor (as applicable) under the Admission Agreement. Subject to paragraphs 2.8 and 2.9, if at any time during the term of this Agreement the LGPS Administering Authority, pursuant to the Admission Agreement or the LGPS Regulations, requires the Supplier or any Sub-Contractor to pay employer contributions or payments to the Fund which are in aggregate in excess of the Initial Contribution Rate plus (five (5)% of the Initial Contribution Rate (the Cap), the amount in excess of the Cap (the Excess Amount) shall be paid by the Supplier or any Sub-Contractor (as the case may be) and the Supplier or any Sub-Contractor (as the case may be) shall be reimbursed by the Authority for the Excess Amount in accordance with paragraph 2.11, except that the Authority shall not be responsible for any part of the Excess Amount which relates to a Supplier Controlled Factor. Any payments falling to be made under this paragraph shall be made, subject to paragraph 2.11, on and after each month in which contributions are made to the Fund by the Supplier or Sub-Contractor in respect of its employees who are members of the LGPS. Subject to paragraph 2.9, if during the term of this Agreement, the LGPS Administering Authority, pursuant to the Admission Agreement or the LGPS Regulations, requires the Supplier or any Sub-Contractor to pay employer contributions or payments to the Fund which are in aggregate below the Initial Contribution Rate minus five (5)% of the Initial Contribution Rate the Supplier shall or shall procure that the Sub-Contractor shall reimburse, within 20 Working Days of being requested after each month in which contributions are made to the Fund by the Supplier or Sub-Contractor in respect of the Eligible Employees, the Authority an amount equal to A B (the Shortfall Amount) in accordance with paragraph 2.12 where: A is the amount which would have been paid if contributions and payments had been paid equal to the Initial Contribution Rate minus five (5)% of the Initial Contribution Rate; and B is the amount of contributions or payments actually paid by the Supplier or Sub-Contractor, as the case may be, to the Fund. Where the LGPS Administering Authority obtains an actuarial valuation and a revised rates and adjustment certificate under the LGPS Regulations and/or the terms of the Admission Agreement when the Admission Agreement ceases to have effect and the Supplier or any Sub-Contractor is required to pay any revised contribution or payment to the LGPS representing any Exit Contribution, such contribution or payment shall be paid by the Supplier or any Sub-Contractor (as the case may be) and the Supplier or any Sub-Contractor shall be reimbursed in accordance with the mechanism described in paragraphs 2.6, 2.10, and 2.11. 2.8A Subject to paragraph 2.9 where the Administering Authority obtains an actuarial valuation and a revised rates and adjustment certificate under the LGPS Regulations and/or the terms of the Admission Agreement when the Admission Agreement ceases to have effect and an "exit credit" within the meaning of Regulation 64 of the LGPS Regulations (the Exit Credit) is payable by the Administering Authority to the Supplier or Sub-Contractor, the Supplier shall and shall procure that the Sub-Contractor shall reimburse the Authority an amount equal to the Exit Credit in accordance with paragraph 2.12. For the purposes of calculating the Excess Amount, any part of the increase in the employer contributions and payments above the Initial Contribution Rate which is attributable to any matters for which the Supplier or Sub-Contractors are responsible for as a result of being Supplier Controlled Factors, shall be disregarded. For the purposes of calculating the Shortfall Amount (or Exit Credit), any increase in the contributions or payments which are attributable to Supplier Controlled Factors shall be disregarded. Where an Excess Amount is paid by the Supplier or any Sub-Contractor, the Supplier shall, subject always to excluding any costs arising from the Supplier Controlled Factors, forthwith as the liability to make the payment arises, invoice the Authority for payment of the Excess Amount. Such account shall be sufficient in the Authority's reasonable opinion to give the Authority a clear understanding of the breakdown of the Excess Amount. Provided that the Authority (acting reasonably) is satisfied with the substance of the account provided to it under paragraph 2.10 above or upon determination pursuant to the paragraph 2.14, the Authority shall (subject always to excluding costs arising from Supplier Controlled Factors) make payment to the Supplier or any Sub-Contractor of the required amount within 20 Working Days of receipt of the invoice, or alternatively at the Authority's sole discretion, the Authority may make an adjustment to the Charges to take account of the Excess Amount. Where a Shortfall Amount or Exit Credit is payable by the Supplier or any Sub-Contractor, the Supplier shall or shall procure that the Sub-Contractor, forthwith as the liability arises, notify the Authority of the Shortfall Amount or Exit Credit, and shall make payment to the Authority of the required amount within 20 Working Days of the notification, or alternatively at the Authority's sole discretion the Authority may make an adjustment to the charges to take account of the Shortfall Amount or Exit Credit. Nothing in this paragraph 2 shall require the Authority to bear such part of the Excess Amount (or Exit Contribution) which has been incurred or has arisen as a result of any Supplier Controlled Factor. In the event of any dispute as to the effects of the Supplier Controlled Factor on the Excess Amount, Shortfall Amount, Exit Credit or Exit Contribution, the Supplier (and/or the Sub-Contractor, as the case may be) and the Authority shall co-operate in good faith to reach agreement about the amounts due. If agreement cannot be reached about the amounts due then within 28 days of one party notifying the other than a dispute has arisen, the matter may be referred by either party to an independent actuary agreed by the parties or, failing such agreement within 14 days from the first nomination of an Actuary by the Supplier (and/or the Sub-Contractor, as the case may be), or the Authority to the other, the independent Actuary shall be appointed by the President for the time being of the Institute and Faculty of Actuaries on the application of either the Supplier (and/or the Sub-Contractor, as the case may be), or the Authority. The independent Actuary so appointed shall act as expert and not as arbitrator, his decision shall be final and binding on the parties in the absence of manifest error and his costs shall be split equally. The independent Actuary's costs shall be payable equally by the Authority and the Supplier (or relevant Sub-contractor as the case may be, and the Supplier shall procure that the Sub-contractor meets any such costs). Where applicable, the Supplier shall (and shall procure that any relevant Sub-Contractor) reimburse the Authority to the extent that any monthly payment already made pursuant to this paragraph 2 was higher than would otherwise have been the case as a result of a Supplier Controlled Factor. Without prejudice to any other rights of the Authority under this Agreement, the Authority shall have the right to set off against any payments due to the Supplier under this Agreement or any other contract with the Supplier, an amount equal to any unpaid employer and employee contributions including pension contributions for which the Supplier or any of its Sub-Contractors is responsible under this Agreement and/or the Admission Agreement. Supplier Scheme Where the Supplier or Sub-Contractor does not wish to or is otherwise prevented from offering all or some of the Eligible Employees membership or continued membership of the LGPS, the Supplier shall or shall procure that any relevant Sub-Contractor shall offer the Eligible Employees membership of a Supplier Scheme with effect from the Commencement Date or the Eligible Employees' cessation of active membership in the LGPS ("Cessation Date") as applicable, and the Supplier shall produce written evidence of compliance with this paragraph 3 to the Authority prior to the Commencement Date or Cessation Date as the case may be. The cost of obtaining the certificate of Broad Comparability from an Actuary in respect of the Supplier Scheme is to be borne by the Supplier or Sub-Contractor. The Supplier undertakes to the Authority that it shall and shall procure that any relevant Sub-Contractor shall procure that: the Eligible Employees shall within three (3) months of the Commencement Date or the Cessation Date (as the case may be) be offered membership of the Supplier Scheme with effect from and including the Commencement Date or Cessation Date (as the case may be); if the Supplier Scheme is terminated, a replacement pension scheme shall be provided with immediate effect for those Eligible Employees who are still employed by the Supplier or relevant Sub-Contractor. The replacement scheme must comply with this paragraph 3 as if it were the Supplier Scheme. Before the Commencement Date or Cessation Date (as the case may be) the trustees of the Supplier Scheme shall undertake by deed to the Authority and to any LGPS Administering Authority that they shall co-operate with the provisions of this pensions schedule to the extent applicable to them; the Supplier Scheme shall be capable of receiving one or more bulk transfer payments from the Fund (or the Outgoing Supplier's scheme if the Outgoing Supplier met its pensions obligations towards the Eligible Employees through a Broadly Comparable Scheme) for past service liabilities for and in respect of any or all of the Eligible Employees who remain employed in connection with the provision of the Services. The amount of such bulk transfer payment or payments shall be agreed between the Fund (or Outgoing Supplier's scheme) Actuary or an Actuary appointed by the Authority and an Actuary appointed by the Supplier (or Sub-contractor as applicable). The Supplier shall and shall procure that each relevant Sub-Contractor undertakes to take all measures necessary to ensure that the trustees of the Supplier Scheme accept any such bulk transfer payments. If requested to do so by the Authority, and subject to paragraph 3.5 below, the Supplier shall and shall procure that each relevant Sub-Contractor offer each Eligible Employee who remains employed in connection with the provision of the Service the option of transferring his or her past service benefits in the Fund (or Outgoing Supplier's scheme, as the case may be) to the Supplier Scheme. The Supplier shall and shall procure that each relevant Sub-Contractor shall ensure that the Supplier's Scheme provides, in respect of each Eligible Employee, such benefits as the Fund's Actuary certifies to be of actuarial equivalence to the benefits which would have been payable under the LGPS in respect of the Eligible Employees' service prior to the Commencement Date if he/she had remained a member of the LGPS. . In consideration of the receipt of a bulk transfer payment from the LGPS (or the Outgoing Supplier's pension scheme as the case may be) in respect of each Eligible Employee determined in accordance with paragraph 3.3.4, the Supplier (and shall procure that each relevant Sub-Contractor undertakes) to take all measures necessary to ensure that the trustees of the Supplier Scheme provide the benefits described in this paragraph in respect of such Eligible Employees who accept the Supplier (or Sub-Contractor)'s offer. The Fund's Actuary shall determine the terms for bulk transfers from the LGPS to the Supplier Scheme following the Commencement Date and any subsequent bulk transfers on termination or expiry of this Agreement. If the Fund Actuary or Actuary appointed by the Authority (as the case may be) and the Actuary appointed by the Supplier (or Sub-contractor as the case may be) cannot agree the amount of the bulk transfer payment or payments, the amount shall be determined by an independent Actuary to be nominated by the Authority and the Supplier (or Sub-Contractor as the case may be) jointly or, if they cannot agree, by the President of the Institute and Faculty of Actuaries on application by either party. The independent Actuary shall act as an expert and not as an arbitrator, and his decision shall be final and binding on the parties. The independent Actuary's costs shall be payable equally by the Authority and the Supplier (or relevant Sub-contractor as the case may be, and the Supplier shall procure that the Sub-contractor meets any such costs). Where the Supplier Scheme has not been established at the Commencement Date or Cessation Date (as the case may be), the Eligible Employees shall be provided with benefits in respect of death-in-service which are no less favourable than the death-in-service benefits provided by the LGPS immediately before the Commencement Date or Cessation Date (as the case may be). Such benefits will continue to be provided until death-in-service benefits are provided by the Supplier Scheme. Undertaking from the Supplier The Supplier undertakes to the Authority that: all information which the Authority or any Replacement Supplier or their respective professional advisers may reasonably request from the Supplier or any relevant Sub-Contractor for the administration of the LGPS or concerning any other matters raised in this pensions schedule shall be supplied to them as expeditiously as possible; it shall not and shall procure that any relevant Sub-Contractor shall not, without the consent in writing of the Authority or any other person as may be required by the provisions governing the LGPS (which shall only be given subject to the payment by the Supplier or the relevant Sub-Contractor of such reasonable costs as the Authority or any LGPS Administering Authority may require) consent to instigate, encourage or assist any event which could impose on the LGPS or on the Authority a cost in respect of any Eligible Employee greater than the cost which would have been payable in respect of that Eligible Employee had that consent, instigation, encouragement or assistance not been given; until the Termination Date, it shall not and shall procure that any relevant Sub-Contractor shall not issue any announcements (whether in writing or not) to the Eligible Employees concerning the matters set out in this pensions schedule without the consent in writing of the Authority (not to be unreasonably withheld or delayed); it shall not and shall procure that any relevant Sub-Contractor shall not take or omit to take any action which would materially affect the benefits under the LGPS or under the Supplier Scheme of any Eligible Employees who are or will be employed wholly or partially in connection with the Services except to give effect to any pre-existing contractual obligations to any Eligible Employees; and it shall and shall procure that any relevant Sub-Contractor shall offer any of its Eligible Employees who cease to be engaged in the provision of the Services and thereby cease to be eligible for membership of the LGPS, membership of the Supplier Scheme as soon as reasonably practicable after ceasing to be so engaged unless such an Eligible Employee has voluntarily ceased to be engaged in the provision of the Services. In the event of any termination or expiry or partial termination or expiry of this Agreement which results in a transfer of Eligible Employees, the Supplier shall and shall and shall procure that any Sub-Contractor (and if offering a Supplier Scheme, must use best endeavours to procure that the trustees or managers of that pension scheme) shall: not adversely affect pension rights accrued by the Eligible Employees in the period ending on the expiry or termination (or partial expiry or partial termination) of this Agreement including but not limited to procuring the payment of and funding in accordance with the principles of and to the level set out in this Schedule 8, a transfer amount, provided that such transfer amount shall be calculated on no less favourable terms than those which determined the basis of the bulk transfer into the Supplier's Scheme; if any of the Eligible Employees are active in a Supplier Scheme as at the Service Transfer Date, then within two calendar months of being requested to do so by the Authority or such other timescales as agreed in writing between the parties, provide a transfer amount from that scheme calculated in accordance with the principles set out in this Schedule 8 In the event of a dispute as to the value of the transfer amount, the parties agree that the Fund's Actuary shall calculate the transfer amount and that calculation shall be final and binding on the parties. The Supplier shall (and shall procure that any Sub-Contractor shall) meet the cost of any shortfall in the transfer amount; fully cooperate with the reasonable requests of the Authority relating to any administrative tasks necessary to deal with the pension rights of and aspects of any onward transfer of any Eligible Employees. The Supplier must indemnify the Authority against all Employment Liabilities arising out of its breach of Schedule 8 (Pensions) and/or the terms of any Admission Agreement it enters into in respect of the Eligible Employees. Discretionary Benefits The Supplier shall and shall procure that any relevant Sub-Contractor shall award benefits (where permitted) to the Eligible Employees under the LGPS Regulations in circumstances where the Eligible Employees would have received such benefits had they still been employed by the Outgoing Supplier or the Authority. Where the payment of such benefits is not, for whatever reason, possible, the Supplier shall and/or shall procure that any relevant Sub-Contractor shall compensate the Eligible Employees in a manner which is broadly comparable or equivalent in cash terms. Nothing in this paragraph 5 shall require the Supplier or any relevant Sub-contractor to award discretionary benefits in accordance with the LGPS employer discretion policy adopted by the Authority from time to time. Claims from Eligible Employees or Trade Unions The Supplier hereby indemnifies the Authority and/or any Replacement Supplier and, in each case, their sub-contractors from and against all Employment Liabilities suffered or incurred by it or them which arise from claims by Eligible Employees of the Supplier and/or of any Sub-Contractor or by any trade unions, elected employee representatives or staff associations in respect of all or any such Eligible Employees which losses: relate to pension rights in respect of periods of employment on and after the Commencement Date until the date of termination or expiry of this Agreement; or arise out of the failure of the Supplier and/or any relevant Sub-Contractor to comply with the provisions of this Schedule 8 (Pensions) before the date of termination or expiry of this Agreement. Liability for Costs The costs of the Supplier (or its Sub-Contractor) necessarily and reasonably incurred in connection with the Admission Agreement and/or of obtaining the necessary certification of comparability in accordance with paragraph 3 shall be borne by the Supplier (or its Sub-Contractor as applicable). Transfer to another Employer Save on expiry or termination of this Agreement, if the employment of any Eligible Employee transfers to another employer (by way of a transfer under TUPE) the Supplier shall and shall procure that any relevant Sub-Contractor shall: consult with and inform those Eligible Employees of the pension provisions relating to that transfer; and procure that the employer to which the Eligible Employees are transferred (the Replacement Supplier) complies with the provisions of this pensions schedule provided that references to the "Sub-Contractor" will become references to the Replacement Supplier, references to "Commencement Date" will become references to the date of the transfer to the Replacement Supplier and references to "Eligible Employees" will become references to the Eligible Employees so transferred to the Replacement Supplier. Pension Issues on Expiry or Termination Without prejudice to the remainder of this Schedule 8 (Pensions), the Supplier shall and shall procure that each relevant Sub-Contractor shall: maintain such documents and information as will be reasonably required to manage the pension rights of and aspects of any onward transfer of any person engaged or employed by the Supplier or any Sub-contractor in the provision of the Services on the expiry or termination of this Agreement (including without limitation identification of the Eligible Employees); promptly provide to the Authority and/or any Replacement Supplier such documents and information which the Authority may reasonably request in advance of the expiry or termination of this Agreement; and fully cooperate (and procure that the trustees of the Supplier Scheme shall fully cooperate) with the reasonable requests of the Authority and/or any Replacement Supplier relating to any administrative tasks necessary to deal with the pension rights of and aspects of any onward transfer of any person engaged or employed by the Supplier or any Sub-Contractor in the provision of the Services on expiry or termination of the Agreement.      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