Dated $1- 50.

Auas) 2017

(1) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF CROYDON

(2) IDVERDE LIMITED

Contract for grounds maintenance (Lot 2)

 CONTENTS

SECTION A: PRELIMINARY 5
1 DEFINITIONS AND INTERPRETATION 5
2 PARENT COMPANY GUARANTEE 36
3 COMMENCEMENT AND DURATION OF THE CONTRACT 37
4 GENERAL OBLIGATIONS AND WARRANTIES 38
5 THE ROLE OF THE COUNCIL'S OFFICERS 40
SECTION a REGULATORY 40
6 OBSERVANCE OF STATUTORY REQUIREMENTS 40
7 INTELLECTUAL PROPERTY RIGHTS 42
8 INTELLECTUAL PROPERTY RIGHTS INDEMNITY 42
9 HEALTH AND SAFETY 43
10 EQUAL OPPORTUNITIES 45
11 ENVIRONMENTAL POLICY 46
12 DATA PROTECTION AND DATA SECURITY 47
13 FREEDOM OF INFORMATION 52
14 TUPE 54
14A RESTRUCTURING COSTS 60
15 PENSIONS 63
SECTION C: THE SERVICES 73
16 PERFORMANCE OF SERVICES 73
17 SERVICES DELIVERY PLAN 73
18 HUMAN RESOURCES 74
19 SUPERVISION OF STAFF 76
20 VETTING OF STAFF 77
21 DRESS/UNIFORM AND IDENTIFICATION 78
22 USE OF COUNCIL PREMISES 78
23 VEHICLES, EQUIPMENT, MATERIALS AND CONSUMABLES 84
24 VARIATIONS 86
25 COUNCIL STEP-IN 91
SECTION D: PAYMENT, PERFORMANCE AND REPORTING 93
26 METHOD OF VALUATION AND BASE CASE 93
27 REPORTING 94
28 MONTHLY REPORT AND INVOICE 94
29 ANNUAL REPORT AND BUSINESS DEVELOPMENT PLAN 95
30 THIRD PARTY INCOME 95
31 CERTIFICATION AND PAYMENT 96

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32 FINANCIAL RECORDS OF CONTRACTOR 97
33 VALUE ADDED TAX 97
34 PERFORMANCE MONITORING 98
35 MONITORING PERFORMANCE 100
36 BRITISH STANDARDS AND QUALITY ASSURANCE 102
37 COUNCIL INSPECTIONS AND INSTRUCTIONS 102
38 AUDITORS ACCESS 103
39 REGULAR MEETINGS OF CLIENT AND CONTRACTOR 104
40 ANNUAL REVIEW 105
41 CUSTOMER RELATIONSHIP MANAGEMENT 109
42 FORCE MAJEURE 109
SECTION E: INSURANCE AND DIVISION OF LIABILITIES 110
43 INSURANCE 110
44 RESPONSIBILITY FOR WASTE 111
45 LIABILITY AND INDEMNITIES 112
SECTION F: TERMINATION 113
46 TERMINATION ON CONTRACTOR DEFAULT 113
47 TERMINATION ON COUNCIL DEFAULT 115
48 TERMINATION ON CORRUPT GIFTS AND FRAUD 116
49 CONSEQUENCES OF TERMINATION OR EXPIRY 117
50 INFORMATION ON RE-TENDERING 117
51 HANDBACK 118
SECTION G: DISPUTE 121
52 DISPUTE RESOLUTION 121
53 ARBITRATION 122
SECTION H: OTHER INFORMATION 123
54 NOTICES 123
55 RIGHT TO SET-OFF 124
56 WAIVER 124
57 ASSIGNMENT AND SUB-CONTRACTORS 125
58 CHANGE IN OWNERSHIP 125
59 CONFIDENTIALITY 126
60 PUBLIC RELATIONS AND PUBLICITY 127
61 ADVERTISING 127
62 AGENCY 128
63 APPLICABLE LAW 128
64 CHANGE IN LAW 128
65 ASSISTANCE IN LEGAL PROCEEDINGS 128

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66 ENTIRE AGREEMENT 129
67 SEVERANCE 129
68 BENCHMARKING 129
69 WHISTLEBLOWING 130
70 CURRENCY 130
71 ENFORCEMENT BY THIRD PARTIES 131
72 COUNTERPARTS 131
SCHEDULE 1 SPECIFICATION 133
SCHEDULE 2 MOBILISATION PLAN 134
SCHEDULE 3 CONTRACTOR WARRANTED DATA 139
SCHEDULE 4 SERVICES DELIVERY PLAN 140
SCHEDULE 5 PAYMENT MECHANISM 141
SCHEDULE 6 REPORTING REQUIREMENTS 142
SCHEDULE 7 PARENT COMPANY GUARANTEE 154
SCHEDULE 8 COMMERCIALLY SENSITIVE INFORMATION 155
SCHEDULE 9 COUNCIL ASSETS 156
SCHEDULE 10 BASE CASE AND REVISION OF BASE CASE 170
SCHEDULE 11 FORM OF ASSET REGISTER 180
SCHEDULE 12 AGREED FORM LEASE 181
SCHEDULE 13 THIRD PARTY INCOME 182
SCHEDULE 14 ESTIMATED RESTRUCTURE COSTS 187
SCHEDULE 15 SERVICE USER PROCEDURE 188
SCHEDULE 16 COMMUNICATIONS AND STAKEHOLDER ENGAGEMENT 197
SCHEDULE 17 ICT IMPLEMENTATION PLAN 208

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SECTION A: PRELIMINARY

THE CONTRACT is made on the I r day of 30.„ gyp,j 2017

BETWEEN

(1) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF CROYDON of Bernard
Weatherill House, 8 Mint Walk, Croydon, CR0 1EA (the "Council"); and

(2) /DVERDE LIMITED (Company Number 03542918) whose registered office is at Landscapes
House 3 Rye Hill Office Park, Birmingham Road, Allesley, Coventry, West Midlands, CV5
9AB (the "Contractor),

each being a "Party" (and, together, the "Parties").

BACKGROUND

(A) The South London Waste Partnership (the "Partnership") is formed between the London
Boroughs of Croydon, Merton and Sutton and the Royal Borough of Kingston upon Thames.

(B) Each Borough has various duties and powers pursuant to the EPA 1990 and other relevant
legislation in respect of (without limitation) waste collection, keeping land in their area clear of
litter and refuse, keeping public open space in their area in a good and decent state, trees
and the provision of allotments, and each is a burial authority under section 214 of the Local
Govemment Act 1972.

(C) The Partnership has delegated to the Council, or its successors, the function to enter into this
Contract as the contracting authority on behalf of the Partnership.

(D) The Partnership, through its lead authority The Mayor and Burgesses of the London Borough
of Croydon (the "Council") wishes to engage the Contractor to provide the Services identified
in Schedule 1 (Specification) (as those terms are defined below).

1 DEFINITIONS AND INTERPRETATION

1.1 In the Contract Documents, except where the context otherwise requires, the following
expressions shall have the meaning hereby ascribed to them:

the Contractor's real-time service management system,

ACORN
which will schedule and record work undertaken and
progress made, by (or on behalf of) the Contractor in
respect of this Contract, which the Boroughs will have
access to throughout the Contract Period in accordance
with the Specification and the ICT Implementation Plan.

5
Ad Hoc Asset Investment those Services more fully described as 'Service Category
and Project Services I' in paragraph 13 of Schedule 1 (Specification).

Ad Hoc Asset Investment means the payment for Ad Hoc Asset Investment and
and Project Services Project Services as set out at paragraph 11.1 of
Payment (AHI1) Schedule 5 (Payment Mechanism).

Ad Hoc Cemeteries Services means the payment for ad hoc Cemeteries Services as
Payment (ACE') set out at paragraph 9.1.2 of Schedule 5 (Payment
Mechanism).

Ad Hoc Commissioned those Services more fully described as 'Service Category

Labour Services J' in paragraph 14 of Schedule 1 (Specification).

Ad Hoc Commissioned means the payment for Ad Hoc Commissioned Labour

Labour Services Payment Services as set out at paragraph 12.1 of Schedule 5
(ACL1) (Payment Mechanism).

Ad Hoc Horticultural means the payment for ad hoc Horticultural Services as

Services Payment (AHSI) set out at paragraph 3.1.2 of Schedule 5 (Payment
Mechanism).

Ad Hoc Works Order means a request for ad hoc Services made in accordance
with Appendix F (Ad Hoc Works Order) of Schedule 1
(Specification).

Ad Hoc Works Order Form means the form set out in Appendix 1 to Appendix F (Ad
Hoc Works Orders) of Schedule 1 (Specification).

Adjoining Owners means all owners and occupiers of Contract Locations.

Administering Authority the Council in its capacity as administering authority of the

London Borough of Croydon Pension Fund.

Admission Agreement an admission agreement between the Administering

Authority and the Contractor entered into in accordance
with the LGPS Regulations.

Admitted Body Status participation in the LGPS as a body specified in the LGPS
Regulations.

Adventure Golf Guarantee means the Guaranteed Income Payment relating to

Payment (AG')
Agreement on Liabilities
Allocated Opening Time
Annual Allotments Rent
Payment (AAR!)
Annual Conservation Plan
Annual Contract Payment
Annual Payments
Annual Report
Annual Review
Arboriculture Service Types
adventure golf as set out at paragraph 13.1.3 of
Schedule 5 (Payment Mechanism).
shall have the meaning assigned to it in clause 22.27.
means, in respect of a Site which (in accordance with
Appendix C (Existing Services Information) to the
Specification) is to be locked overnight, the time (as set
out in Appendix C (Existing Services Information) to the
Specification, or as otherwise agreed in writing with the
Authorised Officer from time to time), by which such Site
must be Open.
means the payment in respect of allotments, as set out at
paragraph 3.2 of Schedule 5 (Payment Mechanism).
a list of conservation priorities for each Borough for the
forthcoming year, created in conjunction with the relevant
conservation bodies (which may include Organised
Groups) and the relevant Boroughs' biodiversity officer(s)
(or equivalent) and agreed between the Authorised Officer
and the Contractor at the Annual Review.
means, in each Contract Year, the sum set out in row 29
('Total Annual Contract Payment) of the sheet entitled 'Pf
1 — NPV' in the Base Case, for the relevant Contract
Year.
means those payments more fully described in paragraph
2.2 of Schedule 5 (Payment Mechanism).
the annual report to be provided by the Contractor to the
Authorised Officer pursuant to clause 29 and in
accordance with Schedule 6 (Reporting Requirements).
the annual review of the operation and performance by
the Contractor of the Services provided under the
Contract pursuant to clause 40.
the different Arboriculture Services work types listed in the
Schedule of Rates for Service Category F.
Arboriculture Services those Services more fully described as 'Service Category
F' in paragraph 10 of Schedule 1 (Specification).

Arboriculture Services means the payment for Arboriculture Services as set out
Payment (ARBI) at paragraph 8.1 of Schedule 5 (Payment Mechanism).

Asset any vehicle, equipment, material and/or consumables,

including Council Assets, used from time to time in the
provision of the Services.

Asset Register the full and accurate list of assets (including Council
Assets) used from time to time in the provision of the
Services, to be recorded by the Contractor in the form set
out in Schedule 11 (Form of Asset Register) (or such
other form as agreed between the Parties in writing) as
updated and maintained by the Contractor in accordance
with clause 23.3 (Vehicles, Equipment, Materials and
Consumables).

Authorised Officer the person(s) notified from time to time by the Council to
the Contractor.

Base Case means the transparent, fully auditable financial model

(including a written record of any assumptions and model
inputs) set out at Part 1 of Schedule 10 (Base Case and
Revision of Base Case) (as updated from time to time in
accordance with the terms of this Contract) for the
purpose of, amongst other things, calculating the Monthly
Contract Payment, to be read and interpreted in
accordance with the instructions set out at Part 2 of
Schedule 10 (Base Case and Revision of Base Case).

Baseline Asset and the survey to be conducted by the Contractor (acting

Conditions Survey reasonably at all times) during the Mobilisation Period, to
accurately record the standard of repair of all assets listed
in the Asset Register.

Bills) of Quantity means an Ad Hoc Works Order Form.

Biodiversity Action Plan the biodiversity action plan created for each Borough by
the relevant Boroughs' biodiversity officer, as updated

8
 from time to time.

Borough each of the London Boroughs of Croydon, Merton and

Sutton and the Royal Borough of Kingston upon Thames
and "relevant Borough" or "relevant Boroughs" means
such Borough or Boroughs as the context requires.

Business Continuity Plan the business continuity plan to be provided by the

Contractor, agreed between the Parties and adhered to in
accordance with Schedule 1 (Specification).

Business Day a day (other than a Saturday or Sunday) on which banks

are open for domestic business in the City of London.

Business Development Plan the Contractors plan for progress and change (which
shall include proposals for the generation of additional
income to be shared with the Council and the Boroughs)
over the remainder of the Contract Period, to be updated
on an annual basis in accordance with clause 29 (Annual
Report and Business Development Plan).

Capital Expenditure any expenditure which falls to be treated as capital

expenditure in accordance with International Financial
Reporting Standards (IFRS) from time to time.

Cemeteries Services those Services more fully described as 'Service Category

G' in paragraph 11 of Schedule 1 (Specification).

Cemeteries Services means the Guaranteed Income Payment relating to

Guarantee Payment (CEGP1) Cemeteries Services as set out at paragraph 13.1.2 of
Schedule 5 (Payment Mechanism).

Cemeteries Services means the payment for Cemeteries Services as set out at
Payment (CE1) paragraph 9 of Schedule 5 (Payment Mechanism).

Cessation Date any date (other than the date of termination of this
Contract) on which the Contractor ceases to have
Admitted Body Status.

Change in Law the coming into effect after the Contract Date, of:

(a) Legislation; or

9
 (b) any applicable judgment of a relevant court of law
which changes a binding precedent.

Change in Ownership means:

(a) any sale, transfer or disposal of any legal, beneficial

or equitable interest in any or all of the shares in the
Contractor (including the control over the exercise of
voting rights conferred on those shares or the control
over the right to appoint or remove directors or the
rights to dividends); and/or

(b) any other arrangements that have or may have or

which result in the same effect as paragraph (a)
above.

Change Mechanism the Contractor's change mechanism (in a form similar to

that proposed in the Contractor's final tender submission
in the procurement for this Contract), which the Parties
may use as a tool for reference throughout the Contract
Period.

CHAS the Contractors Health and Safety Assessment Scheme.

Clinical Waste has the meaning given in the Controlled Waste (England
& Wales) Regulations 2012 (SI 2012/811).

Cleaning and General those Services more fully described as 'Service Category
Maintenance Services Dt in paragraph 8 of Schedule 1 (Specification).

Cleaning and General means the payment for Cleaning and General
Maintenance Services Maintenance Services as set out at paragraph 6.1 of
Payment (CL1) Schedule 5 (Payment Mechanism).

Code the Code of Practice for Litter and Refuse issued by the
Secretary of State under section 89(7) of the
Environmental Protection Act 1990 or any successive
Legislation.

Commercial Waste shall have the meaning given in section 75 of the EPA
1990 and the Controlled Waste (England and Wales)

10
 Regulations 2012 (SI 2012/811).

Commercially Sensitive the subset of Confidential Information listed in Schedule

Information 8 (Commercially Sensitive Information).

Communications and means the plan more fully described in Schedule 16

Engagement Plan (Communications and Stakeholder Engagement).
(Encouraging Participation)

Communications and means the plan more fully described in Schedule 16

Engagement Plan (Communications and Stakeholder Engagement).
(Organised Groups)

Communications and means the communications and stakeholder engagement

Stakeholder Engagement protocols set out in Appendix 1 (Communications and
Protocols Stakeholder Engagement Protocols) of Schedule 16
(Communications and Stakeholder Engagement).

Compensation Regulations the Local Government (Early Termination of Employment)

(Discretionary Compensation) (England and Wales)
Regulations 2006, the Local Government (Discretionary
Payments) (Injury Allowances) Regulations 2011 and the
Local Govemment Pension Scheme Regulations 2013.

Complaint any expression of dissatisfaction however minor, with any

part of the Services provided by the Contractor, made by
or on behalf of a Service User.

Composting the biological treatment of waste where the decomposition

and stabilisation of the waste is achieved through
microbial activity from an aerobic or anaerobic process
and the terms "Compost", "Composted" and
"Compostable" shall be interpreted accordingly.

Conditions of Contract the conditions of contract contained within clauses 1 to

72.

Conduits means all pipes, sewers, drains, mains, ducts, conduits,

gutters, watercourses, wires, cables, meters, switches,
channels, flues and all other conducting media,
appliances and apparatus and includes any fixtures,

11
 louvers, cowls and any other ancillary apparatus.

Confidential Information (a) information that ought to be considered as

confidential (however it is conveyed or on whatever
media it is stored) and may include information whose
disclosure would or would be likely to, prejudice the
commercial interests of a person, trade secrets,
Intellectual Property Rights, know-how, of either Party
and all personal data and sensitive personal data
within the meaning of the Data Protection Act 1998;
and

(b) Commercially Sensitive Information.

Contingency Delivery Point means any delivery point(s) notified to the Contractor by
the Authorised Officer from time to time for contingency
use.

Contract the agreement entered into between the Council and the
Contractor embodied in the Contract Documents.

Contract Date the date of this Contract.

Contract Documents these Conditions of Contract and the Schedules.

Contract Locations means the Sites, Depots, and/or Service User Facilities,
as the context required. The term "Contract Location"
shall be construed accordingly.

Contract Location means the conditions of the Contract Locations including

Conditions (but not limited to) climatic, hydrological, hydrogeological,
ecological, environmental, geotechnical and
archaeological conditions.

Contract Manager

Contract Month means a Month during the Contract Period.

Contract Period means the period from and including the Contract Date to

12
 and including the Expiry Date, unless terminated earlier.

Contract Waste means:

(a) Household Waste;

(b) Commercial Waste;

(c) Litter, and

(d) any other Waste as directed by the Authorised Officer,

arising in the Contract Locations and/or available to the

Contractor as a result of the performance of any of the
Service Categories.

Contract Year means each year of the Contract Period commencing on

the Services Commencement Date (or the anniversary
thereof).

Contractor Default means any one of the following events:

(a) a breach by the Contractor of any of its obligations

under the Contract which materially and adversely
affects the performance of the Services;

(b) a Persistent Breach occurs;

(c) a court makes an order that the Contractor be wound

up or a resolution for a voluntary winding up of the
Contractor passed;

(d) any receiver or manager in respect of the Contractor

is appointed or possession is taken by or on behalf of
any creditor of any property that is the subject of a
charge;

(e) any voluntary arrangement is made for a composition

of debts, or a scheme of arrangement is approved
under the Insolvency Act 1986 or the Companies Act
2006 in respect of the Contractor;

(f) an administration order is made or an administrator is

13
 appointed in respect of the Contractor or a notice of
intention to appoint an administrator is filed at court;

(g) the Contractor abandons the Contract;

(h) a breach by the Contractor of its obligations to take

out and maintain the insurances required under the
Contract;

(i) a breach by the Contractor of its obligations under

clause 2 (Parent Company Guarantee);

(j) a breach by the Contractor of its obligations under

clause 48 (Termination on Corrupt Gifts and Fraud);

(k) a breach of breach by the Contractor of its obligations

under clause 57.2 (Change in Ownership);

(I) the Contractor incurs Deductions pursuant to

Appendix A (Service Performance Indicators) to
Schedule 1 (Specification) (but not including any
Deductions incurred in respect of SPI 1(c) or SPI 1(d)
in any Contract Year) in excess of £75,000 in any
Contract Year;

(m) a breach of clause 23.3 (Vehicles, Equipment

Materials and Consumables) occurs;

(n) the Contractor commits a material breach of the

provisions of clause 30 (Third Party Income);

(o) the Contractor commits a material breach of the

General Obligations; or

(p) the Contractor commits a material breach of its

obligations in respect of any Service Category.

Contractor Default Notice a written notice issued to the Contract Manager by the
Authorised Officer pursuant to clause 46.

Contractor Liaison Meeting has the meaning given in clause 39.1(d).

Contractor Premises any property owned or leased or otherwise in the

14

Contractor Related Party
Contractor Scheme
Contractor Variation
Contractor Variation
Proposal
Core Cemeteries Services
Payment (CCEI)
Core Horticultural Services
Payment (CHS1)
Council Assets
Council Default
possession of the Contractor which is used by the
Contractor for the performance of the Services.
means the Contractor, its ultimate parent or any of its
ultimate parent's subsidiaries, and the Contractor's (or
any of its ultimate parents, or ultimate parents
subsidiaries') agents and Sub-Contractors and its or their
sub-contractors of any tier and its or their directors,
officers, employees and workmen when acting in relation
to the Services and any person involved with the Services
at the express or implied invitation of the Contractor or
any subsidiary of the Contractor's ultimate parent (other
than the Council or a Borough).
the retirement benefits scheme established or to be
established under clause 15.7.
any change requested by the Contractor pursuant to
clause 24.12.
a notice given by the Contractor pursuant to clause
24.12.
means the payment for core Cemeteries Services as set
out at paragraph 9.1.1 of Schedule 5 (Payment
Mechanism).
means the payment for core Horticultural Services as set
out at paragraph 3.1.1 of Schedule 5 (Payment
Mechanism).
the assets listed within Schedule 9 (Council Assets).
one of the following events:
(a) a failure by the Council to make payment of any
amount of money exceeding the aggregate of two (2)
consecutive Monthly Contract Payments that is due
and payable by the Council under the Contract within
twenty (20) Business Days of service of a formal
written demand by the Contractor, where that amount
15
 fell due and payable two (2) (or more) Months prior to
the date of service of the written demand; or

(b) a breach by the Council of its obligations under the

Contract which substantially frustrates or renders it
impossible for the Contractor to perform its
obligations under the Contract for a continuous period
of two (2) Months.

Council Default Notice a written notice issued to the Authorised Officer by the
Contract Manager pursuant to clause 47.

Council Premises any property owned or leased or otherwise in the

possession of the relevant Borough consisting of offices,
buildings and land, which is used by the Contractor,
whether exclusively or together with the Boroughs or any
other third party, for the performance of the Services

Council Variation a change in the Services requested by the Council which

the Contractor is obliged to implement under clause 24.1.

Council Variation Order a notice served by the Council in accordance with clause
24.2.

CRM means customer relationship management.

Croydon the London Borough of Croydon.

Customer Satisfaction the survey of customer satisfaction in respect of the parks

Survey and green spaces in Merton and Sutton, to be carried out
in accordance with the Council's requirements from time
to time by the Contractor and an independent third party
market researcher; such survey is to be carried out on an
annual basis (or at such other frequency as agreed
between the Parties from time to time).

Customer Survey Payment means the payment in relation to the Perpetual Customer
(CSP1) Survey as set out at paragraph 18.1 of Schedule 5
(Payment Mechanism).

Day a calendar day for the period from midnight to midnight.

16
Deduction means a performance deduction as set out in Appendix
A (Service Performance Indicators) to Schedule 1
(Specification).

Deductions Payment (D1) means the payment in respect of Deductions incurred by

the Contractor as set out at paragraph 16.1 of Schedule
5 (Payment Mechanism).

Delivery Point means the Viridor Beddington' site at 105 Beddington

Lane, Beddington CR0 4TD or any other delivery point(s)
(including any Contingency Delivery Point(s)) as notified
to the Contractor by the Authorised Officer from time to
time.

Depots the following depots (used for the storage of vehicles and
equipment in connection with the Services) and buildings
and/or stores (to be used by the Staff during their working
hours and for the purpose of carrying out their duties in
accordance with the provision of the Services and/or for
the local storage of some equipment used in the delivery
of the Services) located in or around the Sites:

(a) the depot at Hillcross Avenue, Morden SM4 4AZ;

(b) the depot at Canons Recreation Ground, Madeira

Road, Mitcham, Merton;

(c) the depot at the Pavillion, Wimbledon Park,

Revelstoke Road, Merton SW19 5AF; and

(d) the depot at Cheam Park, Tudor Close, Cheam,

Sutton SM3 8QS,

(e) the depot at Cannizaro Park, Merton, SW19 4UE

(f) depot at John Innes Park, Mostyn Road, Merton Park,

SW19 3LL;

(g) the depot at Merton and Sutton Joint Cemetery, Garth

Road, Morden, SM4 4NW;

17
 (h) the depot at Manor Park, Manor Park Lodge, Sutton,
SM1 4AH;

(i) the depot at Beddington Park, Wallington, Sutton,

SM6 7NN;

(j) the depot at Oaks Park, Croydon Lane, Banstead,

Sutton, SM7 3BA;

(k) the depot at Sutton Cemetery, Alcorn Close, Sutton,

SM3 9PX;

(I) the depot at Bandon Hill Cemetery, Plough Lane,

Wellington, Sutton, SM6 8JQ; and

(m) the depot at London Road Cemetery, London Road,

Mitcham, CR4 3LB,

in each case as more fully described in the relevant Lease

(and the term "Depot" shall be construed accordingly).

Detritus shall have the meaning given to it in the Code.

Dispute Resolution means the procedure for resolving disputes in clauses 52

Procedure and 53.

Eligible Employees means the Relevant Employees who are:

(a) active members, or eligible to be active members

of, the LGPS immediately prior to any Relevant
Transfer Date; or

(b) active members, or eligible to be active members

of, a broadly comparable pension scheme
provided by their existing employer on any
Relevant Transfer Date,

and in all cases are Relevant Employees who were

employees of the Council or any Borough who as a result
of the application of TUPE in relation to the provision of
services which become the Services became employees
of someone other than the Council or any Borough.

18
Emergency Response Plan the up-to-date emergency response plan for Merton or
Sutton (as applicable).

Employment Liabilities any costs, claims, demands, fines or expenses (including

reasonable legal and other professional expenses)
losses, damages, compensation and other liabilities
(including any incurred as a result of an indemnity or
warranty given or to be given by the Council, a Borough
or a Future Service Provider).

Environmental Information the Environmental Information Regulations 2004 together

Regulations with any guidance and/or codes of practice issued by the
Information Commissioner or relevant Government
Department in relation to such regulations.

Environmental Laws means:

(a) Legislation; and/or

(b) Guidance (relating to England and which the

Contractor is legally bound to comply with);and/or

(c) the requirements of any governmental or

administrative authority or any Relevant Authority,

in each case, relating to pollution or protection of the

environment and which affects the construction,
management, operation or maintenance of the Contract
Locations.

Environmental Permit a permit issued by the Environment Agency under the

terms of the Environmental Permitting (England and
Wales) Regulations 2010.

EPA 1990 the Environmental Protection Act 1990 (as amended)

Estimate has the meaning given in clause 24.3(a).

Event Plan the event-specific plan developed by a Borough.

Events Services those Services more fully described as 'Service Category

E' in paragraph 9 of Schedule 1 (Specification).

19
Events Services Payment means the payment for Events Services as set out at
(Eva paragraph 7.1 of Schedule 5 (Payment Mechanism).

Excess Revenue Share means the payment for excess revenue share as set out
Payment (ERSI) at paragraph 14 of Schedule 5 (Payment Mechanism).

Exit Plan the exit plan described in clause 51.1 which shall form
part of Schedule 4 (Services Delivery Plan).

Expiry Date shall mean the date which is eight (8) years less one (1)
day from the Services Commencement Date, unless the
Parties agree to extend the Contract in accordance with
clause 3.2, in which case the Expiry Date shall mean the
date which is agreed by the Parties as being the last day
of the extended Contract Period (provided that such date
shall be no later than the Long Stop Termination Date).

Fees Regulations the Freedom of Information and Data Protection

(Appropriate Limit and Fees) Regulations 2004.

Fly-Posting all materials illegally fly-posted or attached to surfaces on

land within the Boroughs' administrative area, and any
implements or components used to affix such materials to
the relevant surface. The terms "Fly-Post", "Fly-Posted",
"Fly-Poster" or "Fly-Posting" shall be construed
accordingly.

Fly Tipped Material all materials deposited illegally on land within the
Boroughs' administrative area; for the avoidance of doubt,
deposits of building rubble, or the contents of skips shall
constitute Fly Tipped Material, and Abandoned Vehicles
shall not constitute Fly Tipped Material. The terms "Fly-
Tip", "Fly-Tipped", "Fly-Tipper" or "Fly-Tipping" shall be
construed accordingly.

FOIA the Freedom of Information Act 2000 and any subordinate

Legislation (as defined in section 84 of the Freedom of
Information Act 2000) made under the Freedom of
Information Act 2000 from time to time (including the Fees
Regulations) together with any guidance and/or codes of

20
 practice issued by the Information Commissioner or
relevant Government Department in relation to such Act.

Force Majeure Event any cause preventing either Party from performing any or
all of its obligations which arises from or is attributable to
acts, events, omissions or accidents (including without
limitation, act of God, war or national emergency, an act
of terrorism, fire, explosion, flood, storm or epidemic) but
only to the extent that such act, event, omission or
accident is beyond the reasonable control of the affected
Party and excluding always any industrial action and/or
dispute relating to the Contractor or any other failure of
the Contractor or a sub-contractor of the Contractor.

Future Service Provider any party which provides services the same as or similar
to all or part of the Services from, on or around the
Termination Date.

General Obligations the general requirements that the Contractor shall comply
with in the provision of the Services as set out in
paragraph 3 of Schedule 1 (Specification).

Good Industry Practice the exercise of that degree of skill, diligence, prudence,
operating practice and foresight which would reasonably
and ordinarily be expected from a skilled and experienced
person engaged as the case may be in the same type of
undertaking as that of the Contractor under the same or
similar circumstances at the relevant time for such
exercise.

Green Flag the nationally recognised 'Green Flag' award scheme.

Green Waste means any Waste produced in the management and

performance of the Services comprising of (amongst other
things and without limitation) a combination of leaves,
wood, grass clippings, prunings, discarded plants, soil
and other natural organic matter or horticultural waste
discarded or arising from Contract Locations.

Guarantee Criteria shall be that:

21
 (a) the Guarantor's last statutory accounts shall
demonstrate that the Guarantor has consolidated net
assets of not less than £10,000,000 (ten million
pounds sterling) (Indexed); and

(b) the Guarantor files its statutory accounts in

accordance with the provisions of relevant Legislation
provided that this criterion shall be satisfied if the
Guarantor files its accounts up to and including the
twentieth (20th) Business Day following the date
required by Legislation.

Guaranteed Income means the indexation factor in respect of the Guaranteed

Indexation Factor (GII) Income Payment as set out at paragraph 20.1.3 of
Schedule 5 (Payment Mechanism).

Guaranteed Income means the payment in respect of guaranteed income as

Payment (Gli) set out at paragraph 13.1 of Schedule 5 (Payment
Mechanism).

Guarantor at the Contract Date shall be Idverde SAS a company

incorporated under the laws of France (Company No. 339
609 661 Nanterre) whose registered office is at 38 Rue
Jacques Ibert, 92300 Levallois-Perret, Paris.

Guidance any applicable guidance or directions issued or made by a

Relevant Authority with which the Contractor is bound to
comply.

Hazardous Waste waste as defined by the Hazardous Waste Regulations

England and Wales (SI/2005/894) and the Hazardous
Waste Directive 91/689/EEC as amended from time to
time, and the term "Hazardous" shall be interpreted
accordingly.

High Quality means the standard described in sections H1 and H2 of

Appendix C (Existing Services Information) to Schedule
(Specification).

Horticultural Services those Services more fully described as 'Service Category

22
 A' in paragraph 5 of Schedule 1 (Specification).

Horticultural Services means the payment for Horticultural Services as set out at
Payment (HSI) paragraph 3.1 of Schedule 5 (Payment Mechanism).

Household Waste shall have the meaning given in section 75(5) of the
Environmental Protection Act 1990 and the Controlled
Waste (England & Wales) Regulations 2012 (SI
2012/811), and (for the avoidance of doubt) includes
Residual Waste and Recyclates unless the Contractor is
notified otherwise by the Authorised Officer from time to
time.

ICCM the Institute of Cemetery and Crematorium Management.

ICT Implementation Plan means the plan set out at Schedule 17 (ICT
Implementation Plan).

Indexation Cap the cap on indexation, as set out in paragraph 20.1.2 of

Schedule 5 (Payment Mechanism).

Indexed shall mean indexed annually each 1 February, from

February 2016, in accordance with RPIx (and the base
date for such indexation shall be 1February 2015).

Information has the meaning given under section 84 of FOIA.

Intellectual Property Rights all copyright, patents or patents rights, registered and
unregistered design rights, database rights, trademarks,
service marks and all other intellectual or industrial
property rights wherever in the world enforceable.

Invasive Species means the invasive species management plan set out in
Management Plan Schedule 4 (Services Delivery Plan).

Kingston the Royal Borough of Kingston.

Lease Completion Date the relevant date(s) that the Leases are executed and
dated by the relevant parties.

Leases has the meaning as defined within clause 22.9 and Lease
means any one of those Leases.

23
Legislation any Act of Parliament or subordinate legislation within the
meaning of section 21(1) of the Interpretation Act 1978,
any exercise of the Royal Prerogative, and any
enforceable community right within the meaning of section
2 of the European Communities Act 1972, in each case in
the United Kingdom.

LGPS the Local Government Pension Scheme established

pursuant to regulations made by the Secretary of State in
exercise of powers under sections 7 and 12 of the
Superannuation Act 1972 as amended from time to time.

LGPS Actuary the actuary appointed to the LGPS fund administered by

the Administering Authority.

LGPS Regulations the Local Govemment Pension Scheme Regulations

2013.

Licences means all licences, permissions and permits required in

order to perform the Services in accordance with the
provisions of this Contract, including without limitation any
Environmental Permit and/or planning permission, and the
term "Licence" shall be construed accordingly.

Litter anything that is dropped or thrown, left or deposited that

causes defacement in a public place. Litter includes
mainly synthetic material, often associated with smoking,
eating and drinking, and includes Recyclates. Litter may
also include putrescible or Clinical Wastes or faeces such
as dog, bird and other animal faeces.

Litter Bin means bins for Litter and/or Waste and/or Recyclate
and/or dog waste.

Local Government means the local government ombudsman appointed in

Ombudsman accordance with the Local Government Act 1974 (or any
equivalent body responsible for investigating complaints
made against public bodies from time to time).

London Living Wage the London living wage as amended or updated from time
to time by, or on behalf of, the Greater London Authority

24
 (or any equivalent body responsible for setting the London
living wage from time to time).

Long Stop Termination Date the date which is twenty four (24) years less one (1) day
from the Contract Date.

Lot 1 Contract means the contract for Contract for waste and recyclate
collection and marketing, winter maintenance, vehicle
maintenance and street cleaning services between the
Council and the Lot 1 Contractor dated on or around the
Contract Date (or such other date as notified to the
Contractor from time to time by the Authorised Officer).

Lot 1 Contractor means the contractor for the Lot 1 Contract as notified to
the to the Contractor by the Authorised Officer.

Merton the London Borough of Merton.

Mobilisation Period the period from and including the Contract Date to and
including the day before the Services Commencement
Date.

Mobilisation Plan the mobilisation plan as set out in Schedule 2

(Mobilisation Plan).

Month a calendar month, and the term "Monthly" shall be

construed accordingly.

Monthly Contract Payment is as defined in paragraph 2 of Schedule 5 (Payment

(MCP) Mechanism).

Monthly Contract Payment is as defined in paragraph 20 of Schedule 5 (Payment

Indexation Factor (MPI) Mechanism).

Monthly Report the Monthly report to be provided by the Contractor to the

Authorised Officer pursuant to clause 27 and in
accordance with Schedule 6 (Reporting Requirements).

National Accreditation means the United Kingdom Accreditation Service or any

Council for Certification such other accreditation service with such powers from
Bodies time to time.

25
National Non-Domestic the national non-domestic rates charged by the relevant
Rates (NNDR) Borough from time to time.

Nature Conservation those Services more fully described as 'Service Category

Services H' in paragraph 12 of Schedule 1 (Specification).

Nature Conservation means the payment for Nature Conservation Services as

Services Payment (NCI) set out at paragraph 10.1 of Schedule 5 (Payment
Mechanism).

New Employees those Staff who will be working alongside the Relevant
Employees (where the latter were previously employees
of a relevant Borough).

Open means (in respect of a Site which (in accordance with

Appendix C (Existing Services Information) to Schedule
1 (Specification)) is to be locked overnight) when all gates
and/or entrances and/or exits to such Site are unlocked
and open in order to allow full, free and unobstructed
access to, from and through such Site.

Organised Group means the list of groups (including local friends groups,
sports groups and allotment societies) provided, and
updated, by the Authorised Officer from time to time.

Partnership the London Borough of Croydon, the London Borough of

Sutton, the London Borough of Merton and the Royal
Borough of Kingston, collectively known as the South
London Waste Partnership.

Party the Council and the Contractor so that "Party" shall mean
either of them, and the term "Parties" shall be construed
accordingly.

Pass Through Costs means the pass through costs more fully described in
paragraph 15 of Schedule 5 (Payment Mechanism).

Pass Through Costs means the payment for the Pass Through Costs as set
Payment (PTC1) out in paragraph 15 of Schedule 5 (Payment
Mechanism).

26
Payment Mechanism means Schedule 5 (Payment Mechanism).

Pension Fund the London Borough of Croydon Pension Fund.

Perpetual Customer Survey means the customer survey carried out in accordance
with Appendix E (Perpetual Customer Survey) to
Schedule 1 (Specification).

Persistent Breach means:

(a) a breach for which a final waming notice has been

issued pursuant to clause 46.5, which has continued or
recurred three (3) or more times within six (6) Months
after the date on which such final waming notice is served
on the Contractor; or

(b) a breach for which a formal waming notice has been

issued pursuant to clause 48.8.

Play and Leisure Facilities those Services more fully described as 'Service Category
Services C' in paragraph 7 of Schedule 1 (Specification).

Play and Leisure Facilities means the payment for Play and Leisure Facilities
Services Payment (PLF1) Services as set out at paragraph 5.1 of Schedule 5
(Payment Mechanism).

PPE personal protective equipment.

Pre-Existing Services means the Boroughs' existing services for parks and
grounds maintenance prior to the Services
Commencement Date.

Prohibited Act (a) offering, giving or agreeing to give to any servant of

the any of the Boroughs any gift or consideration of
any kind as an inducement or reward:

(i) for doing or not doing (or for having done or not
having done) any act in relation to the obtaining
or performance of the Contract or any other
contract with the Council and/or the relevant
Boroughs; or

27
 (ii) for showing or not showing favour or disfavour to
any person in relation to the Contract or any
other contract with the Council and/or the
relevant Boroughs;

(b) entering into the Contract or any other contract with

the Council and/or the relevant Boroughs in
connection with which commission has been paid or
has been agreed to be paid by the Contractor or on
its behalf, or to its knowledge, unless before the
relevant contract is entered into particulars of any
such commission and of the terms and conditions of
any such contract for the payment thereof have been
disclosed in writing to the Council;

(c) committing any offence:

(i) under the Bribery Act 2010;

(ii) under Legislation creating offences in respect of

fraudulent acts; or

(iii) at common law in respect of fraudulent acts in

relation to the Contract or any other contract with
the Council and/or any relevant Boroughs; or

(d) defrauding or attempting to defraud or conspiring to

defraud the Council and/or any relevant Borough.

PQMS the 'Performance Quality Monitoring System' for the

Services as set out in Appendix D (Performance Quality
Monitoring System) to Schedule 1 (Specification).

PQMS Payment (PQMS1) means the payment in relation to the PQMS as more fully
described in paragraph 17.1 of Schedule 5 (Payment
Mechanism).

PQMS Target the target PQMS score to be agreed between the Parties
for the next Contract Year at the Annual Review
preceding such Contract Year.

28
PQMS Year means:

(a) in the first Contract Year, the period from and

including the Services Commencement Date, to and
including 30 November in the first Contract Year; and

(b) for the remainder of the Contract Period, the period

from and including 1 December in any given Contract
Year, to and including either: (i) 30 November in the
subsequent Contract Year; or (ii) the final day of the
Contract Period, whichever is earlier (and provided
that a 'PQMS Year' cannot be longer than twelve (12)
Contract Months).

Rechargeable Services those Services for which the Boroughs may recharge the
cost to third parties as set out in paragraph 1.6.3 of the
Schedule 1 (Specification) and more fully described in
Appendix 2 to Schedule 5 (Payment Mechanism).

Recycle to treat, process or reprocess, in a production process,

Recyclate (but, for the avoidance of doubt Recyclate shall
not be regarded as Recycled where it is burnt as a fuel),
and the terms "Recyclable", "Recycled" and "Recycling"
shall be construed accordingly.

Recyclate(s) any Household Waste materials collected separately or

otherwise separated from Residual Waste that are
capable of Reuse Recycling or Composting.

Relevant Authority any court within the relevant jurisdiction and any local,
national or supra-national agency, inspectorate, minister,
ministry, official or public or statutory person of the
Government or Parliament of the United Kingdom or of
the European Union including for the avoidance of doubt
the Environment Agency and the Department for
Environment, Food and Rural Affairs.

Relevant Employee the persons employed wholly or mainly by:

(a) the Council or any Borough prior to the Services

Commencement Date in provision of services which

29
 become the Services; or

(b) a contractor to the Council or any Borough in

provision of services which become the Services.

Relevant Regulatory means any Relevant Authority or other regulatory body

Authority exercising its powers under Environmental Laws.

Relevant Transfer Date the date on which an Eligible Employee transfers to the
Contractor.

Reporting Requirements means the Contractors reporting requirements as set out

in Schedule 6 (Reporting Requirements).

Request for Information shall have the meaning set out in the FOIA or the
Environmental Information Regulations as relevant (where
the meaning set out for the term "request' shall apply).

Required Action has the meaning given in clause 25.3.

Residual Waste Household Waste materials that are not presented for
Reuse, Recycling or Composting.

Resourcing and Event Plan the detailed resourcing plan agreed between the
Authorised Officer and the Contractor for each event for
which the Contractor provides Events Services.

Restructuring Costs means the payment of the sum to be paid by the Council
Payment (RCP) to the Contractor in respect of the Actual Restructure
Costs pursuant to clause 14A.4 (Restructuring Costs), as
set out at paragraph 19 of Schedule 5 (Payment
Mechanism).

Retention Fund Account has the meaning given in clause 51.8(f).

Returning Employees has the meaning given in clause 14.10.

Reuse means items removed from the Contract Waste stream for
their original or different purpose without Recycling or
processing or treatment in a waste recovery operation
(other than for repairing or refurbishing), and the terms
"Reused", "Reusable" and "Reusing" shall be construed

30
 accordingly.

RHS means the Royal Horticultural Society.

ROSPA the Royal Society for the Prevention of Accidents.

RPIx is the indexation factor more fully described in paragraph

20 of Schedule 5 (Payment Mechanism), or such other
replacement indexation factor as agreed between the
Parties in writing from time to time.

Safety Advisory Group means any safety advisory group for an event, co-
ordinated by Merton and/or Sutton and comprising of
representatives from the Borough(s), the emergency
services and any other relevant bodies for the event.

Schedule of Rates the Schedule of Rates set out at Appendix 1 (Schedule

of Rates) to Schedule 5 (Payment Mechanism).

Schedules the Schedules 1 to 17 affixed hereto.

Service Category means Service Category A, B, C, D, E, F, G, I and/or J as

set out in Schedule 1 (Specification) as the context
requires.

Service Category A means the Horticultural Services.

Service Category B means the Sports Pitches Services.

Service Category C means the Play and Leisure Facilities Services

Service Category D means the Cleaning and General Maintenance Services.

Service Category E means the Events Services.

Service Category F means the Arboriculture Services.

Service Category G means the Cemeteries Services.

Service Category H means the Nature Conservation Services.

Service Category I means Ad Hoc Asset Investment and Project Services.

Service Category J means the Ad Hoc Commissioned Labour Services

31
Service Charter
Service Improvement Notice
Service Performance
Indicators (SPIs)
Service User
Service User Contact Centre
Service User Facilities
Services
Services Commencement
Date
Services Delivery Plan
the service charter included in Appendix B (Service
Charter) to Schedule 1 (Specification).
a notice issued pursuant to clause 35.2.
the service performance indicators detailed in Appendix
A (Service Performance Indicators) to Schedule 1
(Specification).
any person (including, for the avoidance of doubt, any
company, organisation, local group, school or other
education establishment) expressly or impliedly
authorised to utilise the Services.
means the existing contact centre(s) for Service Users for
the Boroughs and any other contact centre developed
during the Contract Period to provide services in relation
to any Service Category.
facilities located on or near Sites for the use of Service
Users (including changing rooms, public toilets, pavilions,
shelters and other facilities).
each of the services to be provided by the Contractor to
the Council under this Contract (including the services to
be provided in accordance with each Service Category)
and where the context permits, the term "Services" shall
include any additional services implemented pursuant to
the variation procedure in clause 24. The term "Service"
shall be construed accordingly.
1 February 2017.
the first, and all subsequent revisions of the Contractor's
means and method of performing the Services in
accordance with its obligations under the Contract and set
out in Schedule 4 (Services Delivery Plan), with all
subsequent revisions to be subject to the Council's
consent pursuant to clause 17.
32
Sites all parks, green spaces, allotments, cemeteries, open
spaces and conservation areas, and all roundabouts,
highway verges and central reservations within the
administrative areas of Merton and Sutton as set out in
sections H1 and H2 of Appendix C (Existing Services
Information) to Schedule 1 (Specification), and including
those notified to the Contractor by the Authorised Officer
in writing from time to time (but excluding those expressly
notified by the Authorised Officer as being excluded from
this definition) at which the delivery of the Services by the
Contractor shall take place pursuant to this Contract. The
term "Site" shall be construed accordingly.

SLWP means the Partnership.

Specification the description of the Services set out in Schedule 1

(Specification) and any modification or variation thereof or
addition thereto as may be agreed by the Parties.

SPI means a Service Performance Indicator.

Sports Pitch means a sports pitch in a park in the Sites, whether or not
recognised as being full-sized for the sport in question,
and the term "Sports Pitches" shall be construed
accordingly.

Sports Pitches and Play and means the Guaranteed Income Payment relating to
Leisure Facilities Services Sports Pitches Services, and to Play and Leisure
Guarantee Payment (SLGPi) Facilities Services, as set out at paragraph 13.1.1 of
Schedule 5 (Payment Mechanism).

Sports Pitches Services those Services more fully described as 'Service Category
B' in paragraph 6 of Schedule 1 (Specification).

Sports Pitches Services means the payment for Sports Pitches Services as set out
Payment (SP) at paragraph 4.1 of Schedule 5 (Payment Mechanism).

Staff all employees or workers or self-employed persons

employed or engaged, by or on behalf of the Contractor or
any subcontractor, from time to time in the performance

33
 of the Services

Stakeholder Engagement the Contractors stakeholder engagement strategy as

Strategy more fully described in Schedule 16 (Communications
and Stakeholder Engagement).

Standard Quality means the standard described in sections H1 and H2 of

Appendix C (Existing Services Information) to Schedule
1 (Specification).

Sub-Contractor any person or entity engaged by the Contractor from time

to time as may be permitted by this Contract to procure
the provision of the Services, including:

I & J Bushell Limited (Company Number 05757506)

whose registered office is at Plurenden Manor Farm,
Plurenden Lane High Halden, Ashford, Kent, TN26 3JW.

Sustainability Plan the Contractors sustainability plan to be agreed and

updated on an annual basis at the Annual Review,
including targets for reducing utilities costs for the
forthcoming Contract Year and an action plan for
achieving such targets, and other 'green' initiatives.

Sutton the London Borough of Sutton.

Termination Date the date on which this Contract (or part thereof, as the
case may be in the event of the Council exercising its
rights to terminate part of this Contract) expires or
terminates in accordance with its terms.

Third Party Income the income generated by the Contractor as more fully
described in Schedule 13 (Third Party Income).

TUPE the Transfer of Undertakings (Protection of Employment)

Regulations 2006 and/or the Acquired Rights Directive
2001/23/EC.

Waste has the meaning given to it in section 75 of the EPA 1990.

Waste Transfer Note means the written information required for the transfer of
Waste pursuant to paragraph 35 of the Waste (England
 and Wales) Regulations 2011 (SI 2011/988).

WEEE or Waste Electrical has the meaning set out in the Waste Electrical and
and Electronic Equipment Electronic Equipment Regulations 2013 and 'WEEE" shall
be construed accordingly.

1.2 Reference to any Act of Parliament, or any order, regulation, Statute, Statutory Instrument,
code of practice, bylaw, Directive or the like, whether detailed expressly or incorporated by
general reference, shall be deemed to include a reference to any amendment, re-enactment
or replacement of it.

1.3 Headings are included for ease of reference only and shall not affect the interpretation or
construction of the Contract.

1.4 References to times of the day are to the time in London, England.

1.5 References to any building, Site, Depot, or Service User Facility whether by name,
description, address or where termed "facility" or "premises" shall be construed as including
the curtilage of that building for which the Contractor is responsible as detailed in Schedule 1
(Specification).

1.6 References to clauses, sections and Schedules are unless otherwise provided, references to
clauses, sections and Schedules referred to within these Conditions of Contract.

1.7 The masculine includes the feminine and the neuter and vice versa; the singular includes the
plural and vice versa.

1.8 Any phrase in this Contract introduced by the term "include", "including", "in particular" or any
similar expression will be construed as illustrating and will not limit the sense of the words
preceding that term.

1.9 The Council is acting as contracting authority on behalf of the Partnership and the Contractor
acknowledges that in bringing any claim or other proceedings under this Contract, the Council
may claim either or both in respect of its own losses and expenses and on behalf of the
Partnership in respect of the losses and expenses incurred by all or any members of the
Partnership

35
1.10 The Schedules to this Contract form part of this Contract.

1.11 In the event of any inconsistency the following order of precedence shall apply between the
Contract Documents:

(a) these Conditions of Contract;

(b) Schedule 1 (Specification);

(c) Schedule 5 (Payment Mechanism);

(d) Schedule 13 (Third Party Income);

(e) other Schedules.

2 PARENT COMPANY GUARANTEE

2.1 The Contractor shall procure the execution on or before the date of this Contract (and as a
condition of this Contract) of a parent company guarantee in favour of the Council in the form
set out in Schedule 7 (Parent Company Guarantee) to secure the due performance by the
Contractor of its obligations to the Council.

2.2 Unless and until otherwise agreed by the Parties, the form of guarantee set out at Schedule 7
(Parent Company Guarantee) shall be the relevant specified form for the purposes of this
Contract.

2.3 If, during the Contract Period, the Guarantor shall cease to meet the Guarantee Criteria, the
Contractor shall, within twenty (20) Business Days following a written request from the
Council, at its own cost and expense, procure that a substitute Guarantor which at the
relevant time and thereafter shall meet the Guarantee Criteria shall become the Guarantor
and shall provide a parent company guarantee in favour of the Council substantially in the
form set out in Schedule 7 (Parent Company Guarantee) to secure the due performance by
the Contractor of its obligations to the Council.

2.4 In the event that the Contractor shall fail to comply with clause 2.3, the Contractor shall within
twenty (20) Business Days of a written request from the Council provide suitable alternative
security to the Council throughout the Contract Period to a value of not less than £800,000
(eight hundred thousand pounds sterling) (Indexed) (which may take the form (without

36
 limitation) of an alternative guarantee, the provision of funds or reserves by a third party under
guarantee, performance bond, cash, deposit or escrow account) as the Council may approve
(such approval not to be unreasonably withheld or delayed).

2.5 If the Contractor fails to provide the alternative security in accordance with the requirements
of clause 2.4, and without prejudice to its rights under clause 46, the Council shall be entitled
(but not obliged) (for so long as the failure continues) to procure such alternative security for
itself and recover the cost of so doing from the Contractor, either by retaining some or all of
any subsequent Monthly Contract Payment or by claiming the relevant amount as a debt.

2.6 If the Contractor shall fail to comply with any of the provisions of clauses 2.1 and 2.4 then the
Council may, without prejudice to any other right or remedy available to it, terminate the
Contract by notice to the Contractor having immediate effect.

3 COMMENCEMENT AND DURATION OF THE CONTRACT

3.1 The Contract shall start on the Contract Date and shall end at the end of the Contract Period.

3.2 The Parties may extend the Contract Period for two further periods, each period being up to
eight (8) years, by agreement in writing no later than forty-two (42) Months prior to the end of
the then current Contract Period, provided that this Contract shall terminate automatically on
the Long Stop Termination Date (unless terminated earlier in accordance with clauses 2.6,
42, 46, 47 or 48 of the Contract or otherwise).

3.3 The Council may notify the Contractor on or around the date that is fifty-four (54) Months prior
to the end of the then current Contract Period that it wishes to meet to discuss an extension to
the then current Contract Period. The Contractor shall use all reasonable endeavours to
provide information and resource to facilitate such discussions, with a view to concluding such
discussions on or before the date falling forty-five (45) Months prior to the end of the then
current Contract Period, in order to allow the Parties sufficient time (in the event that the
Parties wish to extend the then current Contract Period) to proceed through their internal
approvals processes and reach agreement in accordance with clause 3.2.

3.4 In the event that the Contract Period is extended pursuant to clause 3.2, the Council shall
procure that the relevant Borough shall grant, and the Contractor shall accept, the First New
Lease (as such term is defined within the Leases) in respect of each Depot in accordance
with the relevant provisions within the Leases. In the event that the Contract Period is further
extended pursuant to clause 3.2, the Council shall procure that the relevant Borough shall

37
 grant, and the Contractor shall accept, the Second New Lease (as such term is defined within
the Leases) in respect of each Depot in accordance with the relevant provisions within the
Leases.

4 GENERAL OBLIGATIONS AND WARRANTIES

4.1 Each Party shall wherever possible endeavour to inform the other fully and as soon as
possible of any circumstance which might lead to any subsequent material change in the
provision of the Services or any other circumstance which could materially prejudice the
provision of the Services

4.2 Save as otherwise expressly provided, the obligations of the Council under this Contract are
obligations of the Council in its capacity as a contracting counterparty in relation to the
Services and nothing in this Contract shall operate as an obligation upon, or in any other way
fetter or constrain, the Council in any other capacity, nor shall the exercise by the Council of
its duties and powers in any other capacity, lead to any liability under this Contract
(howsoever arising) on the part of the Council to the Contractor.

4.3 The Contractor warrants and acknowledges that:

(a) it will perform the Services in accordance with all relevant Legislation, Guidance and
Good Industry Practice;

(b) it has confirmed the accuracy and sufficiency of Schedule 7 (Specification),

Schedule 4 (Services Delivery Plan) and Schedule 5 (Payment Mechanism) which
shall (subject to the terms of the Contract) cover all the Contractor's obligations under
the Contract;

(c) it will obtain and maintain all rights, agreements, approvals, consents, permits,
Licences, facilities, permission and certificates lawfully or necessarily required in
connection with the Services except where the Council has advised in writing that it
will obtain these.

(d) during the Contract Period the Contractor shall provide the Services in a proper,
skilful and workmanlike manner and shall employ sufficient persons sufficiently
instructed, supervised and skilled to ensure that it can comply with its obligations
under the Contract;

38
(e) during the Contract Period the Contractor shall provide sufficient vehicles, plant,
equipment and facilities to ensure that it can comply with its obligations under the
Contract (and shall record any such assets in the Asset Register and update it
accordingly throughout the Contract Period);

(f) it has gathered all information necessary to perform its obligations under the Contract,
including:

(i) information as to the nature, location, suitability and conditions of the Contract
Locations at which, and the land on which, the Services will be provided
(including hydrological, geological, geotechnical and sub-surface conditions);
and

(ii) information relating to archaeological finds, areas of archaeological, scientific

or natural interest, local conditions and facilities and the quality of existing
structures;

(g) it will inform the Council fully and as soon as possible of any circumstances which
might prejudice the Contractor's ability to provide the Services whether temporarily or
permanently including, without limitation, any litigation, arbitration, adjudication or
mediation proceedings before or of any court, arbitrator or relevant authority which
may be threatened or pending and shall, for so long as such proceedings subsist,
keep the Council fully informed of the same;

(h) it will not without the prior written consent of the Council (and whether by a single
transaction or by a series of related transactions whether related or not) sell, transfer,
lend or otherwise dispose of (other than by way of security) the whole or any part of
its business or assets so as to materially affect the ability of the Contractor to perform
its obligations under this Contract;

(i) it will not cease to be resident in the United Kingdom or transfer the whole or in part
its undertaking, business or trade outside the United Kingdom;

0) it will not undertake the performance of its obligations under this Contract for the
provision of the Services otherwise than through itself or a Sub-Contractor (approved
by the Council under clause 57.3);

(k) it shall not materially change its business or cease its business;

39
 (I) it shall give the Council prior written notice in the event that it starts any other
business which is materially different from that business to be carried on by it under
this Contract;

(m) it shall transact all its business on normal arm's length terms in the ordinary and usual
course of business.

5 THE ROLE OF THE COUNCIL'S OFFICERS

5.1 The Authorised Officer may nominate representatives to be responsible for a particular
Service Category, part of the Services or a particular type of work.

5.2 The Authorised Officer's representatives shall not have any power to vary any terms of the
Contract nor relax any standard set out in the Contract but shall have power to instruct the
Contractor to carry out work which is part of the Services Any instructions shall be issued in
accordance with clauses 24 and 54.

5.3 For the avoidance of doubt, the Authorised Officer or his representatives shall be entitled to
monitor the performance of the Services by the Contractor and shall have the power to
intervene in the case of any Contractor failure, using the mechanisms set out in clauses 34,
35 and 37.

5.4 If any clarification of the powers and duties of individual officers is required by the Contractor,
then this shall be sought in writing from the Authorised Officer. The Contractor shall accept
the authority of the officers to the extent that it has been delegated to them by the Authorised
Officer.

SECTION B: REGULATORY

6 OBSERVANCE OF STATUTORY REQUIREMENTS

6.1 The Contractor shall comply with all relevant Legislation and Guidance in connection with the
Services

6.2 The Contractor shall obtain, maintain and comply fully with all Licences and consents.

6.3 The Contractor shall at all times in providing the Services comply with all legal duties imposed
upon it whether arising by way of statute or common law, including without limitation any

40
 provision in any Licence, conveyance, lease or licence.

6.4 The Contractor shall not voluntarily enter into any arrangement which might result in a conflict
between a legal duty and its other obligations under the Contract.

6.5 The Contractor shall indemnify and keep indemnified the Council against all losses, liabilities,
demands, damages, costs, claims and expenses suffered by the Council, the Partnership or a
relevant Borough as a result of any breach of its obligations under clauses 6.1 to 6.4
inclusive, and also against injury to, or death of, any person, or loss of, or damage to, any
property, including property belonging to the Council or a relevant Borough or any other body
or person lawfully authorised by the Council or a relevant Borough to be present at any
Contract Location or any other facility operated by the Contractor in connection with the
provision of the Services except and to the extent that it may arise out of the act, omission,
default or negligence of the Council or a relevant Borough, their employees or agents, not
being the Contractor or employed by the Contractor and except as aforesaid, against all
actions, claims, demands, proceedings, damages, costs, charges and expenses whatsoever
in respect thereof or in relation thereto.

6.6 Where the Contractor wishes to alter the design, construction, operation, maintenance and/or
management of any Contract Location then the Contractor shall in the first instance seek and
gain the written approval of the Authorised Officer, and then the Contractor shall apply for a
variation to the Environmental Permit and any other relevant Licences or consents for the
relevant Contract Location(s).

6.7 The Council is the client for the purposes of the Contract on its own behalf and on behalf of
the other Boroughs and the Contractor must at all times act in the best interests of the Council
and the Boroughs so that the Council and the other Boroughs are not, as a result of the
Contractor's actions or default, in breach of their own legal obligations.

6.8 The Contractor must inform the Authorised Officer in writing of any matter which comes to its
notice and which in its opinion appears to or might contravene the provisions of any relevant
Legislation, Good Industry Practice, Guidance or Licence.

6.9 The Contractor will supply expeditiously and at no charge to the Council on request any
information, records or advice required by the Council to answer any complaints arising out of
acts or omissions of the Contractor made to the Local Government Ombudsman about any
matter dealt with on behalf of the Council by the Contractor. On such occasions the
Authorised Officer will meet the Contractor and will ensure that the Contractor's reasonable

41
 representations are made as part of any response to an Ombudsman's investigation.

6.10 The Contractor will be required to co-operate with the Local Government Ombudsman on any
investigation concerning the Services.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 The Council and the Contractor shall not in connection with the performance of the Services,
use, manufacture, supply or deliver any process, article, matter or thing, the use,
manufacture, supply or delivery of which would be an infringement of any third party
Intellectual Property Rights.

7.2 Any and all Intellectual Property Rights developed under the Contract or arising from the
provision of the Services by the Contractor shall belong to the Council and the Contractor
agrees that it shall execute without delay or cause to be executed (by its Staff if necessary) all
deeds, documents and acts required to vest such Intellectual Property Rights in the Council
(or such other Borough as the Council may direct).

7.3 The Council hereby grants to the Contractor a non-exclusive, royalty free licence to use all
Intellectual Property Rights referred to in clause 7.2, for the purposes of carrying out the
Services during the Contract Period.

7.4 Copyright in the documents comprising the Contract shall vest in the Council but the
Contractor may obtain or make at its own expense any further copies required solely for use
by it in performing the Contract.

8 INTELLECTUAL PROPERTY RIGHTS INDEMNITY

8.1 The Contractor hereby indemnifies the Council against all liabilities, losses, demands,
damages, costs, claims, expenses suffered by the Council, the Partnership or a relevant
Borough as a result of any infringement or alleged infringement of any copyright, patent, trade
secret or other Intellectual Property Right of any third party arising from or out of the provision
of the Services.

8.2 The Council shall promptly notify the Contractor if any claim or demand is made or action
brought against the Council to which clause 8.1 may apply. The Contractor shall at its own
expense conduct any litigation arising therefrom and all negotiations in connection therewith
and the Council hereby agrees to grant to the Contractor exclusive control of any such

42
 litigation and such negotiations.

8.3 The Council shall not make any admissions which may be prejudicial to the defence or
settlement of any claim, demand or action for infringement or alleged infringement of any
Intellectual Property Rights to which clause 8.1 may apply.

8.4 The Council hereby indemnifies the Contractor against all liabilities, losses, demands,
damages, costs, claims, expenses suffered by the Contractor as a result of any infringement
or alleged infringement of any copyright, patent, trade secret or other Intellectual Property
Right of any third party arising from the use of software provided directly or indirectly by the
Council.

8.5 The Contractor shall promptly notify the Council if any claim or demand is made or action
brought against the Contractor for infringement or alleged infringement of any Intellectual
Property Right. The Council shall at its own expense conduct any litigation arising therefrom
and all negotiations in connection therewith and the Contractor hereby agrees to grant to the
Council exclusive control of any such litigation and such negotiations.

8.6 The Contractor shall not make any admissions which may be prejudicial to the defence or
settlement of any claim, demand or action for infringement or alleged infringement of any
Intellectual Property Rights to which clause 8.4 may apply.

9 HEALTH AND SAFETY

9.1 The Contractor shall at all times comply with all relevant statutory health and safety
requirements including the Health and Safety at Work Act 1974, the Management of Health &
Safety at Work Regulations 1999, the Electricity at Work Regulations 1989, and any other
relevant Legislation or Guidance pertaining to the health and safety of its own Staff and Sub-
Contractors, the Council's employees and those of the Boroughs, members of the public and
others who may be affected by its performance of the Services

9.2 The Contractor shall (and shall procure that any Sub-Contractor shall) operate a health and
safety management system relevant to the Services that meets the standards of BS OHSAS
18001 (or any amendment, re-enactment or replacement of it).

9.3 The Contractor shall nominate a person to be responsible for the health and safety matters as
required by health and safety Legislation and shall promptly confirm the name and contact
details of such person to the Council following his/her nomination, and any subsequent

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 appointment.

9.4 While on the Council Premises and any other premises of the Council or another Borough, the
Contractor shall:

(a) ensure that its Staff are fully conversant with the Contractors health and safety
policies;

(b) require its Staff to comply with the lawful requirements of the Council's (or relevant
Borough's) authorised safety officer and/or the Council's (or relevant Borough's)
safety advisers and any safety policy specific to those Council Premises;

(c) ensure that its Staff take all such precautions as are necessary to protect the health
and safety of Staff, Council staff, Service Users, the public and other users of the
premises;

(d) ensure the premises are safe and secure at all times; and

(e) (without prejudice to the generality of the foregoing) ensure that its Staff are properly
trained and instructed with regard to fire risks and fire precautions.

9.5 The Contractor shall comply with the safety provisions set out in Schedule 1 (Specification) at
all times.

9.6 Upon becoming aware of any failure by it to comply with health and safety matters, the
Contractor shall promptly notify the Authorised Officer.

9.7 Where appropriate, following any failure by the Contractor to comply with health and safety
matters (notified to the Authorised Officer in accordance with clause 9.5 or otherwise), the
Authorised Officer shall allow the Contractor a reasonable period to rectify such failure. The
Council may give directions as to the steps which the Contractor shall take to remedy any
such failure and this may require the Contractor to provide a rectification plan to the Council's
satisfaction detailing the steps that the Contractor is required to take to remedy the failure.
This clause operates without prejudice to any rights or remedies of the Council under this
Contract including, without limitation, the Council's right to take action under clause 25.

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10 EQUAL OPPORTUNITIES

10.1 In performing this Contract, the Contractor must have due regard to the obligations
contemplated by section 149 of the Equality Act 2010 to:

(a) eliminate discrimination, harassment, victimisation and any other conduct that is
prohibited by that Act;

(b) advance equality of opportunity between persons who share a relevant protected
characteristic (as defined in that Act) and persons who do not; and

(c) foster good relations between persons who share a relevant protected characteristic
(as defined in that Act) and persons who do not,

(d) and for the avoidance of doubt this obligation will apply whether or not the Contractor
is a public authority for the purposes of section 149.

10.2 The Contractor shall take all reasonable steps to secure the observance of this clause by its
Staff employed to provide the Services.

10.3 The Contractor shall nominate a person responsible for equal opportunity matters as required
by the Equality Act 2010. The Contractor shall ensure that all his employees are fully
conversant with and comply with the requirements of all relevant equal opportunity Legislation
and Guidance in performance of the Contract.

10.4 Upon becoming aware of any event of non-compliance with equal opportunity matters by it,
the Contractor shall promptly notify the Authorised Officer.

10.5 Where appropriate, following any failure by the Contractor to comply with health and safety
matters (notified to the Authorised Officer in accordance with clause 10.4 or otherwise), the
Authorised Officer shall allow the Contractor a reasonable period to rectify such failure. In the
event of continued non-compliance, the Authorised Officer shall be empowered to suspend
the provision of the Services. The Contractor shall not resume provision of the Services until
the Authorised Officer is satisfied that the non-compliance has been rectified. The Parties
acknowledge that this clause operates without prejudice to any rights or remedies of the
Council which otherwise accrue under this Contract.

10.6 If any court or tribunal, or the Equality and Human Rights Commission (or any other body

45
 promoting equal opportunity) shall make any finding of unlawful discrimination against the
Contractor, then the Contractor shall immediately notify the Authorised Officer of such a
finding. The Authorised Officer shall discuss with the Contractor the appropriate steps the
Contractor needs to take to prevent repetition of the unlawful discrimination and the
Contractor shall provide the Authorised Officer with details in writing of any such steps taken.
The Authorised Officer shall have the power to suspend the provision of the Services in
accordance with clause 10.4 until satisfied that appropriate steps have been taken to prevent
such repetition.

10.7 The Contractor must provide to the Council any information that the Authorised Officer may
reasonably require to:

(a) monitor the equity of access to the Services; and

(b) fulfil their obligations under Legislation.

10.8 The Contractor's equal opportunities policy shall be set out in any instructions circulated to
those members of the Contractor's Staff concemed with recruitment, training, and promotion;
in relevant documentation available to its Staff and others; and in its recruitment
advertisements and other relevant literature. The Contractor may be required to provide to
the Council copies of such instructions, documents, advertisements and other literature.

10.9 The Contractor shall pay its Staff at least the London Living Wage and shall act at all times in
compliance with the National Minimum Wage Act 1998 and all relevant employment
Legislation including ensuring access to employee representation.

11 ENVIRONMENTAL POLICY

11.1 The Contractor shall at all times at its own cost comply with the relevant requirements of the
EPA 1990 and any other Legislation or Guidance pertaining to the protection of the
environment, water protection and disposal of Waste.

11.2 The Contractor shall nominate a person responsible for environmental protection matters and
shall ensure that all his employees are fully conversant with and comply with the requirements
of all relevant environmental protection Legislation and Guidance in the course of
performance of the Contract.

11.3 Upon becoming aware of any event of non-compliance with environmental protection matters

46
 by it, the Contractor shall promptly notify the Authorised Officer.

11.4 Where appropriate, following any failure by the Contractor to comply with environmental
protection matters (notified to the Authorised Officer in accordance with clause 11.3 or
otherwise), the Authorised Officer shall allow the Contractor a reasonable period to rectify
such non-compliance. In the event of continued non-compliance, the Authorised Officer shall
be empowered to suspend the provision of the Services. The Contractor shall not resume
provision of the Services until the Authorised Officer is satisfied that the non-compliance has
been rectified. The Parties acknowledge that this clause 11 operates without prejudice to any
rights or remedies of the Council which otherwise accrue under this Contract.

11.5 The Contractor shall indemnify the Council against all losses, liabilities, demands, damages,
costs, claims and expenses suffered by the Council, the Partnership or a relevant Borough in
respect of any breach by the Contractor, its servants or agents of the duty of care under
section 34 of the EPA 1990 as respects any waste resulting from or coming under its control
by reason of any activity or operation directly or indirectly connected with its performance of
its obligations under the Contract.

12 DATA PROTECTION AND DATA SECURITY

12.1 In this clause 12, the terms "data controller", "data processor", "data subject', "personal
data", "sensitive personal data" and "processing" shall have the meaning given to them in the
Data Protection Act 1998 (the "DPA"), and "Data" shall mean the personal data and sensitive
personal data provided by the Council to the Contractor pursuant to this Contract or which is
otherwise processed by the Contractor on behalf of the Council pursuant to this Contract,
including in accordance with clause 14 (TUPE) and clause 15 (Pensions), and Service
Category B, Service Category C, Service Category E and Service Category G.

12.2 The parties acknowledge that the Council is a data controller and the Contractor is a data
processor in relation to the Data. The parties also acknowledge that, in relation to certain
processing of the Data, the Contractor may also be a data controller and the Contractor
agrees, in relation to Data for which it is a data controller, to comply with its obligations under
the DPA.

12.3 The Contractor and the Council shall each comply with their respective obligations under the
Data Protection Act 1998 and other applicable statutory provisions or provisions of any
European Directive in respect of appropriate records The Contractor shall, from 25 May
2018, comply with its obligations under the General Data Protection Regulation (EU)

47
 2016/679 on the protection of natural persons with regard to the processing of personal data
and on the free movement of such data (the "GDPR") as a data processor and to the extent
the Contractor is a data controller, the Contractor shall comply with its obligations under the
GDPR as a data controller. For the purpose of this clause 12, a reference in this Contract to
the DPA shall from 25 May 2018 be construed as being a reference to the GDPR and the
terms referred to in clause 12.1 shall have the meaning given to them in the GDPR. Any
reference in this Contract to "sensitive personal data" shall from 25 May 2018 be construed
as meaning "special categories of personal data" as referred to in the GDPR.

12.4 The Contractor shall:

(a) process the Data only on the written instructions of the Council to perform its
obligations under this Contract and if the Contractor is aware, or of the opinion, that
any instruction given by the Council breaches the DPA or the GDPR or data
protection law of any European Union member state, the Contractor shall immediately
inform the Council of this giving details of the breach or potential breach;

(b) comply with such technical and organisational measures as are necessary to ensure
compliance with the GDPR by the Contractor and the Council from 25 May 2018 and
to protect the rights of relevant data subjects;

(c) assist the Council to comply with its obligations in relation to security and protection of
the personal data under the DPA or the GDPR (as applicable) including but not
limited to prompt assistance with the Contractor's obligations pursuant to the GDPR
and any other applicable Legislation regarding notification of security breaches to any
relevant regulatory authority and notification of personal data breaches to data
subjects in accordance with the timescales set out in, and the requirements of, the
GDPR;

(d) provide appropriate technical and organisational measures against unauthorised or

unlawful processing, accidental loss or destruction of or damage to the Data;

(e) notify the Council immediately if the Contractor becomes aware of a breach of the
DPA or the GDPR (as applicable) in relation to the personal data and/or if it becomes
aware of a breach of the provisions of this clause 12 and the Contractor shall
immediately provide full details of the relevant breach;

48
(f) take all reasonable steps to ensure the reliability of the Staff who have access to the
Data and ensure that access to the Data is limited to such authorised Staff only who
require access to it for the purpose of complying with the obligations under this
Contract and who will maintain the confidentiality and security of the Data;

(9) not process or transfer Data outside of the European Economic Area (or any country
deemed adequate by the European Commission pursuant to Article 25(6) of Directive
95/46/EC) without the prior written consent of the Council and without putting in place
adequate protection for the Data to enable compliance by the Council and the
Contractor with their obligations under the DPA and the GDPR (as applicable);

(h) at all times perform its obligations under this Contract in such a manner as not to
cause the Council in any way to be in breach of the DPA or the GDPR (as applicable);

(i) process Data for no longer than necessary for the purpose of performing its
obligations under this Contract and return and/or destroy Data as instructed by the
Council from time to time in writing and in any event return or destroy (as directed by
the Council) all Data on termination of this Contract;

provide such information as is reasonably necessary to enable the Council to satisfy

itself of the Contractors compliance with this clause 12 and compliance by a third
party with their obligations imposed in accordance with the provisions of clause 12.6
and allow the Council and its authorised representatives, upon reasonable prior
written notice to the Contractor, reasonable access to any relevant premises to
inspect the procedures and measures referred to in this clause 12;

(k) perform its obligations under this Contract (and any other agreement relating to the
provision of the Services) in full compliance with all applicable guidelines, statutory
orders, supplementary laws and codes of practice issued by relevant regulators
pursuant to or in connection with the DPA and the GDPR, including as may be issued
by the UK Information Commissioners Office, data protection regulators of other
European Union member states or as may be issued by the European Commission or
the Board and "Board" shall have the meaning given in the GDPR;

assist the Council with compliance with data subject rights under the DPA and the
GDPR including rights of rectification, erasure (right to be forgotten), restriction of
processing, portability, right to object to processing, rights in relation to automated
individual decision making (including profiling);

49
 (m) immediately inform the Council if in relation to the Data processed pursuant to this
Agreement it receives any subject access request, or request by a data subject to
transfer, rectify, erase or destroy their personal data and the Contractor shall provide
prompt assistance to the Council in complying with any such request;

(n) immediately inform the Council of and promptly provide assistance with responding to
any enquiry made, or investigation or assessment of processing initiated by the
Information Commissioner's Office or other regulatory authority in respect of the Data;
and

(o) immediately inform the Council of any request for disclosure of the Data from a third
party which the Contractor receives directly and provide a copy of such request and
the Contractor shall not disclose or release any Data without first consulting with and
obtaining the consent of the Council, except where required by applicable Legislation
or any court of competent jurisdiction.

12.5 The Contractor acknowledges and agrees that in the performance of the Services, the
Contractor shall:

(a) consider all relevant DPA and GDPR requirements and shall assist the Council to
implement all necessary DPA and GDPR compliance requirements;

(b) assist the Council to comply with its obligations under the DPA and the GDPR,
including but not limited to, assisting the Council with:

(c) transparent information collection (including but not limited to the issuing of relevant
data protection notices);

(d) obtaining any necessary consents from data subjects;

(e) compliance with restrictions regarding personal data processing which are imposed
by European Union or European Union member state law pursuant to the GDPR; and

(f) conduct of data protection impact assessments in relation to any processing of Data
and where required by the GDPR or otherwise by relevant data protection laws, assist
with consultation with, and provision of, information to the Information Commissioner's
Office or other relevant regulator or data protection authority in relation to such data
protection impact assessment(s).

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12.6 The Contractor shall put in place in writing with any third party, including consultant, Sub-
Contractor, agent or professional adviser or other third party which may receive and/or have
access to Data ("Sub-Processor), contractual obligations which are at least equivalent to the
obligations imposed on the Contractor pursuant to this clause 12 and clause 59
(Confidentiality) and the Contractor shall be liable to the Council for any failure of any such
Sub-Processor to comply with such equivalent data protection obligations (whether or not
imposed in writing on the Sub-Processor). The Contractor shall not appoint any such Sub-
Processor (whether in writing or otherwise) without the prior written consent of the Council
and if any such Sub-Processor has:

(a) not given or will not give such contractual commitments or otherwise if such Sub-
Processor is willing to give such commitments but the Council reasonably believes
that such Sub-Processor will not comply with such commitments, the Council may at
its discretion withhold such consent; or

(b) been appointed but has breached such commitments or otherwise if the Council
believes that such Sub-Processor has not complied or will not comply with such
commitments the Council may require the Contractor to terminate such third party's
appointment immediately.

12.7 In the event that the Contractor becomes aware that it or any third party processing Data
pursuant to or in connection with this Contract is processing, or has processed, the Data in
contravention of this Contract or relevant sub-contract, the Contractor shall promptly and in
writing, notify the Authorised Officer with full details of the contravention.

12.8 Copies of Council systems and data will be kept at a secure offsite storage location by the
Contractor at its own expense. The storage media will be accessible only to authorised Staff
of the Contractor and the authorised employees of the Council.

12.9 Subject to clause 12.10, the Contractor shall ensure that the Council's data or information is
not provided to another party and that no data is destroyed or deleted by the Contractor
unless instructed by the Authorised Officer.

12.10 The Contractor shall, on termination of this Contract or any part of it, and at any time on the
request of the Council, return to the Council (securely and in such format and such media as
the Council may reasonably require), or if requested by the Council, securely destroy the Data
(including all copies of it) immediately (provided that in relation to any partial termination of the
Services it shall not be required to do so where this would adversely affect the Contractor's

51
 ability to provide the remaining services).

12.11 The Contractor shall (and shall procure that any Sub-Contractor shall) operate, or be able to
demonstrate it is working towards implementation by the Contract Commencement Date of, a
verifiable system that guarantees compliance with a security system relevant to the Services
and based on the principles in ISO 27001:2013 (or any amendment, re-enactment or
replacement of it) or any other equivalent security measures.

12.12 The Contractor warrants that it is not, at the Contract Date, aware of any matter or
circumstance which would cause it to be unable to fully comply with the provisions of this
clause 12.

12.13 The Contractor shall indemnify and keep indemnified the Council against all costs, claims,
losses, damages and expenses (including legal expenses) arising out of, or in connection
with, any breach of this clause 12 by the Contractor, its Sub-Processors and/or its
representatives.

13 FREEDOM OF INFORMATION

13.1 The Contractor understands and acknowledges that the Council and the Boroughs are subject
to the requirements of the FOIA and the Environmental Information Regulations and shall
facilitate the Council's or the Borough's (at the Council's discretion) compliance with their
Information disclosure requirements pursuant to the same in the manner provided for in
clauses 13.1 to 13.3 (inclusive).

13.2 Where the Council receives a Request for Information in relation to Information that the
Contractor is holding on its behalf the Council shall transfer to the Contractor such Request
for Information that it receives as soon as practicable and in any event within five (5) Business
Days of receiving a Request for Information and the Contractor shall:

(a) provide the Council with a copy of all such Information in the form that the Council
requires as soon as practicable and in any event within ten (10) Business Days (or
such other period as the Council acting reasonably may specify) of the Council's
request; and

(b) provide all necessary assistance as reasonably requested by the Council in

connection with any such Information, to enable the Council to respond to a Request
for Information within the time for compliance set out in section 10 of the FOIA or

52
 Regulation 5 of the Environmental Information Regulations.

13.3 Following notification under clause 13.2, and up until such time as the Contractor has
provided the Council with all the Information specified in clause 13.2, the Contractor may
make representations to the Council as to whether or not or on what basis Information
requested should be disclosed, and whether further information should reasonably be
provided in order to identify and locate the information requested, provided always that the
Council shall be responsible for determining at its absolute discretion:

(a) whether the Information is exempt from disclosure under the FOIA and the
Environmental Information Regulations; and/or

(b) whether the Information is to be disclosed in response to a Request for Information,

and in no event shall the Contractor respond directly or allow its Sub-Contractors to respond
directly to a Request for Information unless expressly authorised to do so by the Council.

13.4 Without prejudice to clause 13.3, if the Council or a Borough, at the Contractor's request
seeks to rely upon a FOR exemption, the Contractor shall indemnify the Council for any
costs, including but not limited to responding to information notices or lodging appeals against
a decision of the Information Commission, in each case whether incurred by the Council or a
Borough.

13.5 The Contractor shall ensure that all Information held on behalf of the Council is retained for
disclosure for at least seven (7) years from the date it is acquired and shall permit the Council
to inspect such Information as requested from time to time.

13.6 The Contractor shall transfer to the Council any Request for Information received by the
Contractor as soon as practicable and in any event within two (2) Business Days of receiving
it.

13.7 The Contractor acknowledges that any lists provided by it listing or outlining Confidential
Information or Commercially Sensitive Information, are of indicative value only and that the
Council may nevertheless be obliged to disclose the Confidential Information.

13.8 In the event of a request from the Council pursuant to clause 13.2, the Contractor shall as
soon as practicable, and in any event within five (5) Business Days of receipt of such request,
inform the Council of the Contractor's estimated costs of complying with the request to the

53
 extent these would be recoverable if incurred by the Council under section 12(1) of the FOIA
and the Fees Regulations. Where such costs (either on their own or in conjunction with the
Council's own such costs in respect of such Request for Information) will exceed the
appropriate limit referred to in section 12(1) of the FOIA and as set out in the Fees
Regulations the Council shall inform the Contractor in writing whether or not it still requires the
Contractor to comply with the request and where it does require the Contractor to comply with
the request the ten (10) Business Days period for compliance shall be extended by such
number of additional days for compliance as the Council is entitled to under section 10 of the
FOIA. In such case, the Council shall notify the Contractor of such additional days as soon as
practicable after becoming aware of them and shall reimburse the Contractor for such costs
as the Contractor incurs in complying with the request to the extent the Council is itself
entitled to reimbursement of such costs in accordance with its own FOIA policy from time to
time.

13.9 The Contractor acknowledges that (notwithstanding the provisions of clause 59 the Council
may, acting in accordance with the Secretary of State for Justice's Code of Practice on the
Discharge of Functions of Public Authorities under Part I of the FOIA (or such other
replacement code of practice from lime to time) (the "FOIA Code"), be obliged under the
FOIA, or the Environmental Information Regulations to disclose Information concerning the
Contractor or the Contract:

(a) in certain circumstances without consulting with the Contractor, or

(b) following consultation with the Contractor and having taken their views into account.

13.10 Provided always that where clause 13.9 applies, the Council shall, in accordance with the
recommendations of the FOR Code, draw this to the attention of the Contractor prior to any
disclosure.

14 TUPE

14.1 The Council and the Contractor agree that the commencement of the Services shall constitute
a relevant transfer for the purposes of TUPE and that the contracts of employment of any
Relevant Employees together with any collective agreement relating to the Relevant
Employees shall have effect thereafter as if originally made between the Contractor and/or its
Sub-Contractors and the Relevant Employees (or between the Contractor and/or its Sub-
Contractors and the relevant trade union, as the case may be) except (subject to clause 15)
in so far as such contracts and such agreements relate to benefits for old age, invalidity or

54
 survivors under any occupational pension scheme or to any Relevant Employee who objects
under Regulation 4(7) of TUPE.

14.2 The Contractor shall be responsible for, and shall procure that any relevant Sub-Contractor is
responsible for all remuneration, benefits, entitlements, outgoings and damages, penalties,
awards, legal costs, expenses and any other liabilities in respect of the Staff including all
wages, holiday pay, bonuses, commission, payment PAYE, national insurance contributions,
pension contributions and otherwise, from and including the Services Commencement Date.
The Contractor shall indemnify the Council and any relevant Borough against any claims
made against the Council or a relevant Borough or any third party in connection with such
matters.

14.3 The Contractor shall and shall procure that any Sub-Contractor shall to the extent required by
TUPE recognise and continue to recognise the trade unions representing the Relevant
Employees after the commencement of the Services as they were recognised immediately
before the Services Commencement Date.

14.4 Without prejudice to any obligations under regulation 13 of TUPE, the Contractor shall and
shall procure that any Sub-Contractor shall provide such assistance and such information and
co-operation as the Council and any relevant Borough may require to ensure the smooth
transfer of the Relevant Employees and the rights, powers, duties and liabilities relating to
it/them and to enable the Council and any relevant Borough to discharge its or their
obligations to inform and consult any appropriate representatives (as defined by Regulation
13 of the Transfer Regulations) about the transaction contemplated by this Contract far
enough in advance of the transaction to enable meaningful consultation to take place.

14.5 The Contractor shall be liable for and shall indemnify the Council for, each of the Boroughs
and any Future Service Provider against any Employment Liabilities incurred by the Council,
any of the Boroughs or a Future Service Provider which arise out of or in connection with:

(a) the employment or termination of employment of any person (including the Relevant
Employees) engaged in connection with the provision of the Services at any time on
or after the Services Commencement Date during the period from and including the
Services Commencement Date to (and including) the Termination Date;

(b) any act or proposal by the Contractor or any Sub-Contractor of the Contractor prior to
or following the Services Commencement Date which amounts to a repudiatory
breach of contract as referred to in Regulation 4(11) of TUPE and/or to make a

55
 substantial change in working conditions of any Relevant Employee to the material
detriment of that Relevant Employee. For the purposes of this sub-clause the
expressions "repudiatory breach", "substantial change" and "material detriment' shall
have the same meanings as for the purposes of Regulation 4(9) and 4(11) of TUPE;

(c) any failure of the Contractor or any of its Sub-Contractors to provide the information
and co-operation referred to in clause 14A above or failure to comply with the
obligations under Regulations 13 and 14 of TUPE.

14.6 The Council shall indemnify and keep indemnified in full the Contractor against all
Employment Liabilities incurred by the Contractor in connection with or as a result of any
claim or demand by any Relevant Employee arising out of the employment of that Relevant
Employee prior to the Services Commencement Date provided that this arises from any act,
fault or omission of the Council or any Borough in relation to the Relevant Employee prior to
the Services Commencement Date (save where such act, fault or omission arises as a result
of the Contractor's or any relevant Sub-Contractor's failure to comply with Regulation 13 of
TUPE) and any such claim is not in connection with the relevant transfer.

14.7 Without prejudice to other provisions of this clause 14, the Contractor shall (and shall procure
that any Sub-Contractor shall) from the earlier of: (i) the first day of the period of twelve (12)
Months immediately preceding the expiry of this Contract; or (ii) the service of a notice of
termination (in whole or in part and in any circumstances); or (iii) the Council notifying the
Contractor of its intention to re-tender this Contract, until the expiry or termination of the
Contract (in each case the "Restricted Period"):

(a) subject to any data protection legislation, on receiving a request from the Council
provide in respect of any person engaged or employed by the Contractor or any Sub-
Contractor in the provision of the Services (the "Assigned Employees") or in respect
of partial termination, in the relevant part of the Services, full and accurate details
regarding the identity, number, job titles, sex, job descriptions, salary or wages
information (including average salary per function and total of all salaries added
together), length of service, notice periods, hours of work, overtime records (over at
least twelve (12) Month periods), redundancy entitlements, retirement age,
entitlement to holiday, sick leave/sick pay, maternity, paternity, adoption, special
leave, any loan or leasing schemes, collective agreements, flexi-time arrangements
and any other benefits or matters relating to terms and conditions of employment of
those Assigned Employees who it is expected, if they remain in the employment of
the Contractor or of any Sub-Contractor as the case may be until immediately before

56
 the Termination Date, would be Returning Employees (as defined at clause 14.10)
the "Re-tendering Information");

(b) provide the Re-tendering Information promptly and at no cost to the Council;

(c) notify the Council promptly in writing of any material changes to the Re-tendering
Information promptly as and when such changes arise;

(d) be precluded from making any material increase or decrease in the numbers of
Assigned Employees other than in the ordinary course of business;

(e) be precluded from making any increase in the remuneration or other change in the
terms and conditions of the Assigned Employees other than in the ordinary course of
business and with the Council's prior written consent; and

(f) be precluded from transferring any of the Assigned Employees to another part of its
business or moving other employees from elsewhere in its or their business who have
not previously been employed or engaged in providing the Services to provide the
Services save with the Council's prior written consent.

14.8 Without prejudice to the rights and obligations regarding employee liability information under
TUPE the Contractor shall indemnify and shall keep indemnified in full the Council, each of
the Boroughs and any Future Service Provider against all losses, damages, penalties,
awards, legal costs, expenses and any other liabilities suffered or incurred by the Council, a
relevant Borough or a Future Service Provider arising from any claim by any party as a result
of the Contractor or Sub-Contractor failing to promptly provide the Council with any Re-
tendering Information or to provide full Re-tendering Information or as a result of any material
inaccuracy in or omission from the Re-tendering Information including but not limited to a
failure to notify the Council of any changes to the Re-tendering Information in accordance with
clause 14.7(c).

14.9 On the Termination Date, the Council and the Contractor agree that it is their expectation that
TUPE shall apply in respect of the provision thereafter of any service which is fundamentally
the same as all or any part of the Services but the position shall be determined in accordance
with the Legislation at the Termination Date as the case may be and this clause is without
prejudice to such determination.

14.10 For the purposes of clause 14 and this clause 14.10 "Returning Employees" shall mean

57
those employees wholly or mainly engaged in the provision of the Services or in respect of
partial termination, the relevant part of the Services, immediately before the Termination Date
whose employment transfers to the Council or a relevant Borough or a Future Service
Provider pursuant to TUPE and whether employed by the Contractor or any Sub-Contractor.
Upon the Termination Date, the provisions of this clause 14.10 will apply to the extent that
TUPE then applies:

(a) the Contractor shall or shall procure that all wages, salaries and other benefits of the
Returning Employees and other employees or former employees of the Contractor or
the Sub-Contractors (who had been engaged in the provision of the Services) and all
PAYE tax deductions and national insurance contributions relating thereto in respect
of the employment of the Returning Employees and such other employees or former
employees of the Contractor or Sub-Contractors up to the Termination Date are
satisfied;

(b) without prejudice to any other provision of clause 14, the Contractor shall:

(i) remain (and procure that Sub-Contractors shall remain) (as relevant)
responsible for all the Contractor's or Sub-Contractor's employees (other than
the Returning Employees) on or after the Termination Date and the
Contractor shall indemnify the Council, each of the Boroughs and any Future
Service Provider against all Employment Liabilities resulting from any claim
whatsoever including but not limited to any claim that their employment or
claims and liabilities arising out of their employment or its termination has
transferred to the Council, any of the Boroughs or a Future Service Provider
pursuant to or by virtue of TUPE whether arising before, on or after the
Termination Date by or on behalf of any of the Contractor's or Sub-
Contractor's employees who do not constitute the Retuming Employees;

(ii) in respect of those employees who constitute Returning Employees the

Contractor shall indemnify the Council, each of the Boroughs and any Future
Service Provider against all losses, damages, penalties, awards, costs,
expenses and any other liabilities incurred by the Council or a relevant
Borough or any Future Service Provider resulting from any claim whatsoever
by or on behalf of any of the Returning Employees in respect of the period on
or before the Termination Date (whether any such claim, attributable to the
period up to and on the Termination Date, arises before, on or after the
Termination Date) including any failure by the Contractor or any Sub-

58
 Contractor to comply with its or their obligations under Regulation 13 of
TUPE.

14.11 The Contractor shall if so requested during the period of 3 months preceding the Termination
Date fully co-operate with the Council, each of the Boroughs and any Future Service Provider
regarding any pre-transfer consultation that the Council, any of the Boroughs or a Future
Service Provider wishes to undertake with representatives of the Returning Employees for the
purposes of s188 to s198 of the Trade Union and Labour Relations (Consolidation) Act 1992
and shall, for the purposes of s198A(3)(a) of that Act, provide its agreement to the Council,
each of the Boroughs or a Future Service Provider as may be requested.

14.12 If TUPE does not apply on the Termination Date, the Council, any Borough or a Future
Service Provider may at its discretion offer employment to the persons employed by the
Contractor or a Sub-Contractor wholly or mainly in the provision of the Services immediately
before the Termination Date.

14.13 If an offer of employment is made in accordance with clause 14.12, the employment shall be
on such terms and conditions as the Council or the relevant Borough or the Future Service
Provider (as the case may be) deem appropriate.

14.14 Where any such offer as referred to in clause 14.12 is accepted, the Contractor shall
indemnify and keep indemnified in full the Council, each of the Boroughs and any Future
Service Provider on the same terms and conditions as those set out in clause 14.13 as if
there had been a relevant transfer (within the meaning of TUPE) in respect of each and every
employee who has accepted any such offer and for the purposes of this clause 14.14 each
and every such employee shall be treated as if they were a Retuming Employee.

14.15 For the avoidance of doubt, where any such offer as referred to in clause 14.12 is not
accepted or such offer is not made and, in each case, TUPE does not apply, the employee
shall remain an employee of the Contractor or Sub-Contractor as appropriate and the
Contractor shall indemnify the Council, each of the Boroughs, and any Future Service
Provider against all losses, damages, penalties, awards, costs, expenses and other liabilities
incurred by the Council, the Boroughs or any Future Service Provider resulting from any claim
whatsoever by or on behalf of such person.

14.16 The Contractor shall indemnify and keep the Council, each of the Boroughs and any Future
Service Provider indemnified in full against all losses, damages, penalties, awards, costs,
expenses and any other liabilities incurred by the Council, the Boroughs, any third party or

59
 any Future Service Provider as a result of or in connection with any failure on the part of the
Contractor to comply with this clause 14 and/or the Sub-Contractor's failure to comply with
such terms.

14.17 Each Party undertakes, if a claim, demand or action is made or threatened that may give rise
to a claim for indemnity under this clause 14 then that Party shall as the case may be:

(a) notify the indemnifying Party of the claim, demand or action in writing within five (5)
Business Days of it first being made or threatened or if not reasonably practicable to
do so then as soon as reasonably practicable;

(b) give the indemnifying Party promptly all reasonable co-operation, assistance and
information which may be relevant to the claim, demand or action; and

(c) not admit, defend, compromise, negotiate or settle the claim or action without the
consent of the indemnifying Party (such consent not to be unreasonably withheld) in
writing.

14A RESTRUCTURING COSTS

14A.1 For the purposes of this clause 14A:

(a) "Actual Restructure Costs" means those Restructure Costs which are in fact
incurred by the Contractor in relation to Relevant Employees in the Charges
Adjustment Period.

(b) "Charges Adjustment End Date" means 31 December 2017 (or such other date as
agreed between the Contractor and the Authorised Officer in writing).

(c) "Charges Adjustment Period" means the period commencing on the Services
Commencement Date and ending on the Charges Adjustment End Date.

(d) "Discrepancy" shall have the meaning given to it in clause 14A.3(b).

(e) "Estimated Restructure Costs" means those Restructure Costs set out in Schedule
14 (Estimated Restructure Costs) which as at the Contract Date the Contractor
anticipates incurring in the Charges Adjustment Period calculated by reference to the
Supplied TUPE Data and the assumptions set out in Schedule 14 (Estimated
Restructure Costs).

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(f) "Pension Strain Costs" means any employer contributions payable by the
Contractor to the LGPS in respect of any Relevant Employee whose employment is
terminated by the Contractor solely on the grounds of redundancy during the Charges
Adjustment Period (and the Parties agree that this shall include the contributions
which the Contractor would remain liable for in accordance with clauses 15.16(a) and
15.16(c) (Pensions), but for the provisions of this clause 14A).

(g) "Restructure Costs" means in respect of any Relevant Employees who transfer to
the Contractor under TUPE on or following the Services Commencement Date whose
employment is terminated by the Contractor solely on grounds of redundancy (within
the meaning of section 139 Employment Rights Act 1996) and whose effective date of
termination falls within the Charges Adjustment Period, the redundancy sums
reasonably incurred by the Contractor in respect of such termination being:

(i) contractual notice pay (to the extent it was not reasonably practicable for
notice to be worked and not including amounts payable by the Council or the
Boroughs under clause 14A.1(g)(111)) below;

(ii) statutory redundancy pay and any additional redundancy pay to which such
Relevant Employees are contractually entitled;

(iii) the cost of salary, employee-related benefits and associated payroll-related

taxes (including all employer and employee National Insurance Contributions)
in respect of such Relevant Employees for the period from the Services
Commencement Date up to their effective date of termination; and

(iv) the Pension Strain Costs,

provided in each case that the Contractor has not amended any terms and conditions of
employment of any Relevant Employees so that any such sums are higher than they would
have been if calculated in accordance with the terms and conditions which applied
immediately prior to the Services Commencement Date, but excluding:

(v) any payments made pursuant to a settlement agreement; and

(vi) any payments ordered to be paid by a court or tribunal of competent

jurisdiction in respect of any breach of the Relevant Employees' rights,
including any payments or awards made in respect of unfair dismissal,
unlawful discrimination and/or failure to inform and consult.

(h) "Supplied TUPE Data" the information relating to the Relevant Employees which
was supplied to the Contractor by the Boroughs on 3 March 2016.

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14A.2 The Contractor warrants that it has not included any Restructure Costs in the calculation of
the Annual Contract Payment or any part thereof. For reference and information only, the
Contractor has provided the Estimated Restructure Costs. The Parties acknowledge and
agree that the Actual Restructure Costs shall be payable in full by the Contractor, and the
Council shall reimburse the Contractor for those properly incurred costs by way of the sum
calculated in accordance with clause 14A.4 below.

14A.3 No later than ten (10) Business Days following the expiry of the Charges Adjustment Period,
the Contractor shall provide the Council with the following information:

(a) details of the Actual Restructure Costs; and

(b) details of any difference between the Estimated Restructure Costs and the Actual
Restructure Costs (a "Discrepancy"),

and the Contractor shall provide such evidence of the Actual Restructure Costs (which may
include certified evidence of the calculation and payment, or proposed payment, of such
costs) and the basis for the Discrepancy (to include details of any inaccuracies or omissions
in the Supplied TUPE Data, or changes in the Supplied TUPE Data between the date on
which the Supplied TUPE Data was provided and the Services Commencement Date) as is
reasonably requested by the Council to verify the figures being calculated.

14A.4 The Parties acknowledge and agree that the Actual Restructure Costs may be less than or
greater than the Estimated Restructure Costs. As soon as reasonably practicable following
the Contractor's provision of information pursuant to clause 14A.3, the Parties acting
reasonably and in good faith will seek to agree the sum to be paid by the Council to the
Contractor in respect of the Actual Restructure Costs (taking into account the Discrepancy,
the information provided by the Contractor pursuant to clause 14A.3, and clauses 14A.5 to
14A.7 below). Subject to clauses 14A.5 to 14A.7 below, the Council shall pay the Contractor
such agreed sum by way of the Restructuring Costs Payment in accordance with paragraph
19 of Schedule 5 (Payment Mechanism).

14A.5 The Contractor agrees to use all reasonable endeavours to minimise the Actual Restructure
Costs which shall include, where possible, redeployment by the Contractor to another
available role in the provision of the Services or to another part of the Contractor's
organisation and the Contractor shall provide the Council with such evidence of those
endeavours as it may reasonably request.

14A.6 No account shall be taken (and no payment shall be made by the Council pursuant to clause
14A.4 or otherwise) in respect of any Actual Restructure Costs which arise as a result of:

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 (a) any failure by the Contractor to make any further enquiries in relation to any manifest
errors in any of the Supplied TUPE Data to satisfy itself as to the accuracy and
adequacy of the Supplied TUPE Data;

(b) any liability for Restructure Costs incurred as a result of the Contractor deciding to
terminate on the grounds of redundancy the employment of a greater number of
Relevant Employees than the number identified in the breakdown of the Estimated
Restructure Costs unless (subject to clause 14A(c) below) and to the extent that any
such termination arose as a result of the number of Relevant Employees exceeding
the number identified in the Supplied TUPE Data; or

(c) any Restructure Costs relating to a Relevant Employee who was employed wholly or
mainly by a contractor to the Council or any Borough in provision of services which
become the Services, and the Parties agree that, notwithstanding clause 14A.6(b)
above, any such Restructure Costs shall be payable in full by the Contractor and the
Council shall not be liable to reimburse the Contractor for any such costs.

14A.7 Any issue or dispute in relation to this clause 14A shall be resolved in accordance with the
Dispute Resolution Procedure.

15 PENSIONS

15.1 Contractor to Become an Admitted Body

Where the Contractor employs any Eligible Employees from a Relevant Transfer Date and
wishes to offer those Eligible Employees membership of the LGPS, the Contractor will
procure that it becomes, before any Relevant Transfer Date, an admitted body for the
purposes of the LGPS Regulations ("Admitted Body") and with effect from and including that
Relevant Transfer Date and will execute the Admission Agreements before that Relevant
Transfer Date.

15.2 Admission Agreement

The Council will before the Relevant Transfer Date and with effect from and including the
Relevant Transfer Date execute the Admission Agreements referred to in clause 15.1.

15.3 Indemnity

Without prejudice to the generality of this clause 15, the Contractor agrees to indemnify the
Council from and against all losses suffered or incurred by the Council or the Boroughs which

63
 arise from any breach by the Contractor of the terms of this clause and/or the Admission
Agreement to the extent that such liability arises before or as a result of the termination or
expiry of this Contract (howsoever caused).

15.4 Indemnity or Bond

Without prejudice to the generality of the requirements of this clause 15, the Contractor shall,
if required by the Council, obtain a parent company guarantee in the form referred to in the
Admission Agreement

15.5 Right of Set Off

The Council shall have a right of set off against any payment to the Contractor under this
Contract of an amount equal to any overdue employer and employee contributions and other
payments (and interest payable under the LGPS Regulations) due from the Contractor under
the Admission Agreement. For the avoidance of doubt, where no payment is due from the
Council to the Contractor, the amount that would have been set off will be treated as a debt
due and payable from the Contractor to the Council.

15.6 Contractor ceases to be an Admitted Body

If the Contractor employs any Eligible Employees from a Relevant Transfer Date and:

(a) the Contractor does not wish to offer those Eligible Employees membership of the
LGPS; or

(b) the Council and the Contractor are both of the opinion that it is not possible to operate
the provisions of clauses 15.1 to 15.5 inclusive; or

(c) if for any reason the Contractor ceases to be an Admitted Body other than on the date
of termination or expiry of this Contract,

then the provisions of clauses 15.1 to 15.5 inclusive will not apply and the provisions of
clause 15.7 will apply.

15.7 Contractor Scheme

(a) The Contractor will, as soon as practicable after the Relevant Transfer Date or

64
 Cessation Date (as the case may be) nominate to the Council in writing the scheme
or schemes which it proposes will be the Contractor Scheme for the purposes of this
Contract. Such scheme or schemes must be:

(i) established three (3) Months prior to the Relevant Transfer Date or Cessation
Date (as the case may be) and maintained throughout the Contract Period;

(ii) approved by Her Majesty's Revenue and Customs ("HMRC") as a registered

scheme under the Finance Act 2004; and

(iii) certified by the Government Actuary's Department to provide benefits broadly

comparable to those provided by the LGPS.

(b) The Contractor undertakes to the Council (for the benefit of the Council itself, the
Boroughs and for the Council as agent and trustee for the benefit of the Eligible
Employees) to provide that the Eligible Employees will by three (3) Months before the
Relevant Transfer Date or Cessation Date (as the case may be) be offered
membership of the Contractor Scheme with effect from and including the Relevant
Transfer Date or Cessation Date (as the case may be).

(c) The Contractor undertakes to the Council (for the benefit of the Council itself, the
Boroughs and for the Council as agent and trustee for the benefit of the Eligible
Employees) to procure that:

(i) the Contractor Scheme will provide benefits in respect of periods of service
on and after the Relevant Transfer Date or Cessation Date (as the case may
be) for each Eligible Employee who agrees to become a member of the
Contractor Scheme which the Govemment Actuary's Department shall
determine to be broadly comparable in each case to the benefits which the
Eligible Employees would have been entitled to under the LGPS had they
continued in membership of the LGPS. If the Contractor Scheme is
terminated, the Contractor will provide a replacement arrangement or
arrangements for those of the Eligible Employees who are still employed
wholly or partly in connection with the Services. The replacement
arrangements must comply with this clause 15.7 as if it were the Contractor
Scheme;

within two (2) Months of the Relevant Transfer Date or Cessation Date (as the

65
 case may be) the Contractor will offer or procure that there is offered to each
Eligible Employee who agrees to become a member of the Contractor
Scheme the opportunity to transfer the value of the benefits he had accrued
under the LGPS into the Contractor Scheme. For each Eligible Employee
who accepts such an offer in writing within two (2) Months of receipt of the
offer, the Contractor will procure (subject to receipt of a transfer amount from
the LGPS calculated in accordance with the LGPS Regulations by an actuary
nominated by the Council) that the Contractor Scheme will provide benefits
which, in the opinion of the Govemment Actuary's Department in respect of
past service are equal in value to and no less favourable and in respect of
future service are broadly comparable in value to and no less favourable than
the benefits to which the Eligible Employee was entitled under the LGPS;

(iii) the transfer value paid under clause 15.7(c)(ii) will, subject only to any
HMRC limitations, be wholly applied under the Contractor Scheme in the
provision of benefits for and in respect of the Eligible Employees in respect of
whom that transfer was made, in respect of service before the Relevant
Transfer Date or Cessation Date (as the case may be); and

(iv) before the Relevant Transfer Date or Cessation Date (as the case may be)
the trustees of the Contractor Scheme undertake to the Council and to the
Administering Authority in writing that they will procure compliance with
obligations imposed on them by the provisions of this clause 15.

15.8 Undertaking from the Contractor

The Contractor undertakes to the Council (for the benefit of the Council itself and for the
Council as agent and trustee for the benefit of the Eligible Employees) to procure that:

(a) all information which the Council or its professional advisers may reasonably request
for the administration of the LGPS or in order to calculate any transfer value or
conceming any other matters raised in clauses 15.7 and 15.8 and which is in the
ownership or control of the Contractor will be supplied to them as expeditiously as
possible;

(b) the Contractor will not without the consent in writing of the Council (which will only be
given subject to the payment by the Contractor of such reasonable costs as the
Council or the Administering Authority may require) consent to instigate, encourage or

66
 assist any event which could impose on the LGPS or on the Council 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;

(c) until the Relevant Transfer Date, no announcements (whether in writing or not) will be
made to the Eligible Employees concerning the matters stated in clauses 15.1 to 15.5
inclusive without it obtaining the consent in writing of the Council (such consent not to
be unreasonably withheld or delayed) and the Administering Authority;

(d) the Contractor shall not take or omit to take any action which would materially affect
the benefits under the LGPS or the Contractor Scheme of any Eligible Employees
who are or will be employed wholly or partially in connection with the Services without
the prior written agreement of the Council not to be unreasonably withheld or delayed
provided that the Contractor will be so entitled without the requirement of consent of
the Council to give effect to any pre-existing contractual obligations between the
Council and any Eligible Employees; and

(e) where:

the Contractor is an Admitted Body in the LGPS, it shall (where permitted)

award benefits to the Eligible Employees under the Compensation
Regulations in circumstances where the Eligible Employees would have
received such benefits had they still been employed by the Council; and

(ii) where the award of benefits in clause 15.8(e)(1) is not permitted under the
Compensation Regulations or the Contractor is not an Admitted Body in the
LGPS, the Contractor shall award benefits to the Eligible Employees which
are broadly comparable to the benefits the Eligible Employees would have
received under the Compensation Regulations in circumstances where the
Eligible Employees would have received such benefits had they still been
employed by the Council,

in either case, where such benefits are of a discretionary nature, they shall be
awarded on the basis of the Council's written policy in relation to such benefits at the
time of the Relevant Transfer Date (which the Council will provide prior to the
Relevant Transfer Date). Where the payment of such benefits is not, for whatever
reason, possible, the Contractor shall compensate the Eligible Employees in a

67
 manner which is broadly comparable or equivalent in cash terms as determined by
the actuary appointed by the Administering Authority.

15.9 Claims from Eligible Employees or Trade Unions

The Contractor hereby indemnifies the Council from and against all losses suffered or
incurred by it or them which arise from claims by Eligible Employees of the Contractor or by
any trade unions, elected employee representatives or staff associations in respect of all or
any such Eligible Employees which losses (provided that such losses do not relate to a
material act or omission of the Council):

(a) relate to pension rights accrued in respect of periods of employment on and after the
Relevant Transfer Date until the date of termination or expiry of this Contract; or

(b) arise out of the failure of the Contractor to comply with the provisions of this clause
15 before the date of termination or expiry of this Contract.

15.10 Transfer to another Employer

(a) If during the term of this Contract the Contractor transfers to another employer (by
way of a transfer under TUPE) the employment of any Eligible Employee who is or
will be engaged in the Services under this Contract, the Contractor will procure that:

they consult with and inform those Eligible Employees of the pension
provisions relating to the transfer; and

(ii) the employer to which the Eligible Employees are transferred (the "New
Employer") complies with the provisions of this clause 15,

provided that references to the Contractor shall be construed as references to the

New Employer; references to "Relevant Transfer Date" shall be construed as
references to the date of the transfer to the New Employer and references to
"Employee" in this clause 15 shall be construed as references to the employees so
transferred to the New Employer.

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15.11 Sub-Contractors

Where a Sub-Contractor is appointed in accordance with clause 57 of this Contract and

employs any Eligible Employees from a Relevant Transfer Date, the Contractor shall procure
that the Sub-Contractor shall deal with the provision of pension benefits in accordance with
this clause 15 as though references in those clauses to the Contractor were references to the
Sub-Contractor.

15.12 Existing Contractor Employees

The Contractor will procure that with effect from the Relevant Transfer Date, Relevant
Employees (excluding Eligible Employees) of any existing contractor whose contract of
employment becomes by virtue of the application of TUPE in relation to what is done for the
purpose of this Contract, a contract of employment with the Contractor, will be provided with
pension benefits in accordance with sections 257 and 258 of the Pensions Act 2004 and the
Transfer of Employment (Pensions Protection) Regulations 2005.

15.13 Pensions Issues on Expiry or Termination

Upon the Termination Date, the provisions of this clause 15.13 shall apply in relation to
pension provisions. The Contractor shall:

(a) maintain such documents and information as will be reasonably required to manage
the pension aspects of any onward transfer of any Returning Employees (including
identification of the Returning Employees);

(b) promptly provide to the Council such documents and information mentioned in clause
15.13(a) which the Council may reasonably request in advance of the Termination
Date;

(c) fully co-operate (and procure that the trustees of any pensions scheme offered by the
Contractor to the Retuming Employees shall fully co-operate) with the reasonable
requests of the Council relating to any administrative tasks necessary to deal with the
pension aspects of any onward transfer of any Returning Employees on the
Termination Date; and

(d) ensure that if an offer of employment is made in accordance with clause 14.12, the
employment shall be on such terms and conditions for entitlement to membership of a

69
 pension scheme, as comply with:

this clause 15 in respect of Eligible Employees; and

(ii) the requirements of sections 257 and 258 of the Pensions Act 2004 and the
Transfer of Employment (Pension Protection) Regulations 2005 as if there
had been a "relevant transfer' under the Regulations in respect of Returning
Employees who are not Eligible Employees,

who have accepted any such offer of employment.

15.14 Notional Fund

The Council shall procure that when the Contractor enters into the Admission Agreement
pursuant to clause 15.1 the Contractor shall be credited by the Council as Administering
Authority with a notional fund within the Pension Fund at the Relevant Transfer Date of such
amount to meet the cost of providing the benefits of the Eligible Employees accrued in the
Pension Fund before the Relevant Transfer Date (the "Notional Fund"). The amount of the
Notional Fund shall be determined by the Administering Authority's Actuary using the ongoing
actuarial methods and assumptions used in the actuarial valuation of the Pension Fund (or
revision thereto) preceding the Relevant Transfer Date and shall be based on the Eligible
Employees' pensionable pay immediately before the Relevant Transfer Date and shall make
allowance for prospective salary increases for such Eligible Employees in accordance with
those actuarial methods and assumptions.

15.15 Employer Contributions

Subject to clause 15.16, employer contributions to the Pension Fund shall be the
responsibility of the Council in accordance with the terms of Schedule 5 (Payment
Mechanism).

15.16 Contractor's obligations

The Contractor shall at all times in respect of the period after the Relevant Transfer Date and
up to the date that the Relevant Employees are transferred to a replacement contractor or the
Council due to the expiry or termination of this Contract be responsible for the following:

(a) any employer contributions or other amounts relating to the costs of early retirement

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 benefits payable under the LGPS Regulations arising on the redundancy or
termination of employment on grounds of business efficiency of any Eligible
Employee;

(b) any employer contributions or other amounts relating to the payment of Pension Fund
benefits to or in respect of any Eligible Employee on the grounds of ill health or
infirmity of mind or body where the number of ill-health retirements exceeds the
amount assumed in respect of the Contractor in the latest actuarial valuation of the
Pension Fund at the relevant time;

(c) any employer contributions or other amounts relating to any early retirement benefits
paid to or in respect of any Eligible Employee where such benefits are put into
payment with the consent of the Contractor;

(d) any employer contributions or other amounts relating to any enhanced benefits paid
to or in respect of any Eligible Employee made at the discretion of the Contractor; and

(e) any increase to the employer contribution rate resulting from the award of pay
increases by the Contractor in respect of the Eligible Employees that are in aggregate
in excess of the local government awards.

15.17 Exit Contributions

Subject to clause 15.7 where the Administering Authority obtains an actuarial valuation under
the LGPS Regulations and/or the terms of the Admission Agreement when the Admission
Agreement ceases to have effect and the Contractor is required to pay any revised
contribution or payment to the Pension Fund representing any funding deficit including but not
limited to payments under Regulation 64 of the LGPS Regulations (the "Exit Contribution"),
such contribution or payment shall be the responsibility of the Council except to the extent
that the funding deficit is attributable to matters referred to in clauses 15.16(a) to 15.16(e)
inclusive and in respect of which the Contractor has not already paid an additional
contribution. For the avoidance of doubt this clause 15.17 shall survive the termination of this
Contract.

15.18 Where an Exit Contribution is paid to the Pension Fund by the Contractor, the Contractor shall
forthwith as the liability arises, invoice the Council for payment of an amount equal to the Exit
Contribution and the Council shall make payment to the Contractor of the invoiced amount
within 14 days of receipt of the invoice.

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15.19 If the Council pays to the Contractor (or any Sub-Contractor) any amounts under clause
15.18 then:

(a) the Contractor (or Sub-Contractor) shall provide the Council within nine (9) months
after the end of each Relevant Period with a statement showing the Tax Benefit
obtained in such Relevant Period with sufficient details to show how that Tax Benefit
has been obtained;

(b) the Contractor (or Sub-Contractor) shall be entitled to provide the Council with a
certificate of the Contractor's (or Sub-Contractor's) auditors of the Tax Benefit
obtained in each Relevant Period. In the absence of manifest error, any auditor's
certificate provided under this clause 15.20(b) shall be final as to the amount of Tax
Benefit obtained; and

(c) if any Tax Benefit is obtained in respect of a Relevant Period then the Contractor (or
any Sub-Contractor shall, on the day falling nine (9) months and one (1) day after the
end of that Relevant Period, repay to the Council an amount equal to the Tax Benefit
obtained in respect of that Relevant Period,

and in this clause 15.19:

"Relevant Period" means the whole period of time comprising the current accounting period
of the Contractor (or Sub-Contractor) and each of its subsequent accounting periods up to
and including the accounting period to which the Tax Benefit is finally exhausted.

"Tax Benefit" means the aggregate of the amount by which the Contractor's (or Sub-
Contractor's) liability (or the liability of any other company to which the Contractor (or any
Sub-Contractor) may from time to time surrender group relief) arising in consequence of the
Contractors (or Sub-Contractor's) payment to its pension scheme to pay corporation tax is
reduced and/or the amount of any repayment of corporation tax to which the Contractor (or
any Sub-Contractor) (or any such company) is entitled, which in either case, arises as a result
of the payments referred to in clause 15.18 above.

15.20 The contribution rate to be paid by the Contractor will be subject to reassessment and
adjustment in accordance with the terms of the Admission Agreement and LGPS Regulations
the first of which is due as at 31 March 2016 (implemented from 1 April 2017) and at 5 yearly
intervals starting from the Contract Date during the Contract Period.

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SECTION C: THE SERVICES

16 PERFORMANCE OF SERVICES

16.1 The Contractor shall ensure that the Services (if appropriate as modified pursuant to clause
24) shall be performed in accordance with the Contract Documents and all applicable
Legislation, Guidance and Good Industry Practice.

16.2 The Contractor's management or supervisory employees shall supervise and inspect all work
which forms part of the Services.

16.3 The Contractor shall ensure that the Services provided meet the Service Performance
Indicators given in Schedule 1 (Specification).

16.4 The Contractor shall immediately inform the Authorised Officer of any actual or potential
action by any governmental or regulatory body that affects or may affect its ability at any time
to fulfil its obligations under the Contract.

16.5 The Contractor shall immediately notify the Authorised Officer of any actual or potential
industrial action, whether such action be by its own Staff or others or any other contingency of
any kind that affects or might affect its ability at any time to fulfil its obligations under the
Contract.

17 SERVICES DELIVERY PLAN

17.1 The Services Delivery Plan shall set out both the proposed method of performing the Services
and full supporting details of the Staff and other resources which will be utilised to achieve the
performance levels required by Schedule 1 (Specification). The Services Delivery Plan shall
detail the Contractor's management and control processes and clearly indicate how the
Contractor proposes to manage the quality of the Services delivered.

17.2 The Mobilisation Plan shall set out the proposed method of mobilising each Service Category
to enable the Contractor to perform the Services in accordance with the Services Delivery
Plan and Schedule 1 (Specification) from the Services Commencement Date.

17.3 The Services Delivery Plan may not be amended by the Contractor without the consent of the
Council. Where the Services Delivery Plan is, or becomes in any other way unsatisfactory,
the Council will notify the Contractor accordingly and the Contractor shall use its best

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 endeavours to supply a Services Delivery Plan which meets the requirements of the Council
provided always that the Council is not acting capriciously, vexatiously or unreasonably.

17.4 The acceptance by the Council of the Services Delivery Plan does not constitute an
acceptance by the Council that the Services Delivery Plan will deliver the desired
performance and does not exonerate the Contractor from delivering the desired performance
should the Services Delivery Plan prove inadequate for the purpose.

17.5 The Services Delivery Plan shall be supplemented by a Mobilisation Plan (as set out in
Schedule 2 (Mobilisation Plan)) which shall set out the proposed method and timetable, and
the resources required, for the mobilisation of the Services.

18 HUMAN RESOURCES

18.1 The Contractor shall at all times during the Contract Period assign to the Contract Staff whom
the Contractor holds out as having sufficient skills and expertise for the proper performance of
the Services.

18.2 The Contractor shall ensure that, while allocated to the performance of the Services, all Staff
shall:

(a) maintain strict discipline and good order and shall not engage in behaviour or
activities which could be contrary to or detrimental to the Council's or the Boroughs'
interests;

(b) be effective and efficient workers, competent in their particular profession or skill;

(c) abide by the standards, rules and regulations established by the Contractor for its
own Staff;

(d) comply with all relevant Legislation, Guidance and Good Industry Practice relating to
the provision of the Services and to health and safety;

(e) be advised of the need for controlling hazardous substances in the workplace as
required by the Control of Substances Hazardous to Health Regulations 2002
(COSHH);

maintain the highest standards of courtesy and consideration to Service Users; and

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 (g) be advised of the need to recognise situations which may involve any actual or
potential danger of personal injury to any person and where possible without personal
risk, to make safe such situations, and forthwith to report such situations to the
Authorised Officer or in the event of an emergency to the appropriate officer of the
relevant Borough.

18.3 Where, in the opinion of the Council, the Contractor has insufficient Staff engaged to
discharge the Contractor's obligations under the Contract the Council shall inform the
Contractor. If the Contractor does not respond to the reasonable satisfaction of the Council,
then the Council shall be entitled to make alternative arrangements for the Services and to
recover the full cost of doing so from the Contractor.

18.4 Should the circumstances described in clause 18.3 prevail, the Council may either:

(a) hire staff from an employment agency and charge the full cost of this to the
Contractor; or

(b) commence any other arrangements necessary to ensure that the full management
and operation of the Services is provided, and charge the full cost of this to the
Contractor.

18.5 The Contractor shall ensure that members of its Staff give all reasonable assistance to the
Council and (if directed by the Council to the Boroughs) in the investigation of complaints,
disciplinary matters involving the Council's Staff, and similar matters.

18.6 The Contractor shall not employ any Staff under the age of sixteen (16) years.

18.7 Prior agreement must be obtained by the Contractor from the Authorised Officer to employ
Staff attached to any Government training scheme. Any additional costs incurred must be
borne by the Contractor. If the Contractor wishes to employ Staff that are attached to a
Government training scheme, it will have to satisfy the Council that they are working to a pre-
determined training scheme.

18.8 The Contractor shall cease to use any employment agency or staff recruitment service where
the Council indicates that such agency or service is unacceptable.

18.9 The Council reserves the right to require removal from the Services of any individual used by
the Contractor who, in the opinion of the Authorised Officer:

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 (a) is or is deemed to be guilty of misconduct or negligence;

(b) is acting in a manner which is detrimental to the Council's or the Boroughs' interests;

(c) is not medically fit to perform the Services or provides a risk to the health of those
with whom that person may come into contact during work on the Contract; and/or

(d) is not complying with the Council's policies for use of the Council Premises,

provided always that the Council will not exercise its right to require removal without giving
prior notification to the Contractor and taking account of the Contractor's representations
other than in cases of fraud or misappropriation.

18.10 The Council shall in no circumstances be liable to the Contractor for any claim in respect of
any such removal.

18.11 The right contained within this clause shall not be exercised arbitrarily, vexatiously or
capriciously by the Authorised Officer.

19 SUPERVISION OF STAFF

19.1 The Contractor shall forthwith give notice in writing to the Authorised Officer of the identity,
email address and telephone numbers of the person appointed as the Contract Manager.
The Contractor shall notify the Authorised Officer in writing of any subsequent appointment
within one (1) week of that appointment.

19.2 The Contractor shall forthwith give notice in writing to the Authorised Officer of the identity,
address and telephone number of any person authorised to act for any period as deputy for
the Contract Manager.

19.3 The Contractor shall ensure that the Contract Manager, or a competent deputy, duly
authorised by the Contractor to act on its behalf, is available to the Authorised Officer in
person at all times.

19.4 The Contractor shall provide a sufficient number of supervisory employees to ensure that the
Staff engaged in and about the provision of the Services are at all times adequately
supervised to ensure compliance with the requirements of the Contract.

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19.5 The Staff engaged in the provision of the Services shall be under the control and direction of
the Contractor's own supervisory employees, but must comply with all instructions given to
them by the Authorised Officer in any matter in which health and safety is involved.

19.6 The Contractor shall ensure that its employees observe the security of all secured areas of
the Council Premises and the Contractor shall provide and shall ensure that its employees
wear at all times, when engaged on provision of the Services such identification (including
photographic identification) as may be specified by the Council.

19.7 When requested to do so, or when communicating with other persons as a representative of
the Contractor in the performance of the Services, any employee, representative, or agent of
the Contractor shall disclose his identity and shall not attempt to avoid so doing.

19.8 The Contractor shall maintain current and accurate records of the employees who are
engaged and provide the Services. These records shall include employee attendance and
shall differentiate between those engaged as operatives and those exercising supervision.
These records shall be open for inspection by the Authorised Officer or his representatives at
all reasonable times.

19.9 The Contractor shall at all times be fully responsible for the payment of all income or other
taxes, national insurance contributions, or levies of any kind, relating to or arising out of the
employment of any person employed by the Contractor and shall fully and promptly indemnify
the Council in respect of any such sums incurred by the Council or any Borough.

20 VETTING OF STAFF

20.1 The Contractor recognises that performance of the Contract may require some Staff to have
contact with children or vulnerable adults, towards whom the Council and the Boroughs owe a
special duty of care. The Contractor shall if required by the Council (or if directed by the
Council or the Borough) obtain information conceming all such Staff to facilitate a Disclosure
and Barring Service check (or any such replacement service from time to time) for criminal
convictions (e.g. name, address, date of birth, place of birth, national insurance number), and
conduct the required checks to the satisfaction of the Council. The Contractor shall conduct a
Disclosure and Barring Service check (or any such replacement service from time to time)
against all Staff engaged in the provision of Services where it is reasonable to expect that
such Staff will be working in close proximity to children or vulnerable adults.

20.2 The Contractor will ensure that all such Staff have given their written permission (through

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 completion of a standard application form) for such a check to be made and that they are
aware that any spent convictions will be disclosed on such a check. The Council may check
to ensure that the Contractor has conducted the required police checks to its satisfaction.
The Council will make the decision as to whether, following disclosure of conviction, the
employment of individual Staff should be terminated and where appropriate will discuss the
options, in the strictest confidence, with the Contract Manager.

20.3 The Council will carry out criminal record checks, as required, for smaller contractors whose
size may not warrant registration as a registered body to undertake the checks, and the
Council will make a charge for this service.

20.4 Any person whom the Authorised Officer deems to be unsuitable, either as a result of the
check or by virtue of a lack of co-operation in facilitating the check, shall immediately be
removed in accordance with clause 18. The right contained within this clause shall not be
exercised arbitrarily, vexatiously or capriciously by the Authorised Officer.

20.5 The Contractor shall not be entitled to access any police report obtained by the Council nor
make detailed inquiry as to the reason for the Authorised Officer's decision.

21 DRESS/UNIFORM AND IDENTIFICATION

21.1 Where the nature or the place of any duties upon which the Contractor's Staff are engaged in
the provision of the Services makes the wearing of any special or protective clothing or
footwear necessary or appropriate, the Contractor shall provide and shall require its Staff to
wear such clothing or footwear. Such special or protective clothing or footwear shall be
maintained and replaced as necessary by the Contractor.

21.2 All of the Contractor's Staff, when engaged in the delivery of the Services, shall wear a
uniform with identification, to the approval of the Council prior to the Services Commencement
Date.

22 USE OF COUNCIL PREMISES

22.1 The Contractor may be required to perform Services on Council Premises. The Contractor
shall ensure that its Staff are adequately supervised whilst on Council Premises.

22.2 The Contractor and Council will treat any property or equipment respectively owned and used
in the performance of or in connection with the Contract with due care and attention and shall

78
 be responsible for the cost of any accidental or deliberate damage thereto.

22.3 In the event that the Council or Contractor is able to demonstrate that any damage as
mentioned in clause 22.2 has occurred the Party so affected shall be entitled to recover the
reasonable costs of repair or reparation from the other.

22.4 The Contractor shall use utility services such as gas, electricity and water in the most
economic and efficient manner.

22.5 The Contractor and Staff shall use the facilities and services only in connection with the
provision of the Services and shall ensure that the Staff use Council Premises for the
purposes of the Services.

22.6 The leasing or permitting of the use of Council Premises and services is personal to the
Contractor and the Contractor's Staff and shall cease at the end of the Contract Period or
upon the termination of the Contract.

22.7 The Contractor shall be responsible for the security of Council Premises which they use and
occupy for the delivery of the Contract.

22.8 The Contractor shall adhere to any arrangements for entry and use of Council Premises (for
example, the provision of security passes) as may be detailed in Schedule 1 (Specification),
any occupancy agreement or otherwise notified by the Authorised Officer.

Grant of Leases

22.9 The Council shall and shall procure that each of the Boroughs (as appropriate) shall (subject
to statutory requirements) grant, and the Contractor shall accept, the leases of the Contract
Locations substantially in the form as set out within Schedule 12 (Agreed Form Lease) (the
"Leases") on the Lease Completion Date.

22.10 The Council shall grant and shall procure (where applicable) that the Leases are granted with
vacant possession.

22.11 Not less than twenty (20) Business Days prior to the Lease Completion Date, the Authorised
Officer shall deliver an engrossment of the relevant counterpart Lease to the Contract
Manager.

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22.12 The Contractor shall execute and deliver to the Authorised Officer the relevant counterpart
Lease within ten (10) Business Days of receipt. The Parties confirm in relation to each Lease
that a Landlord's Notice has been served on the Contractor and the Contractor or a person
duly authorised by the Contractor has made a Tenant's Declaration.

22.13 The Council and the Contractor agree that the provisions of sections 24-28 (inclusive) of the
Landlord and Tenant Act 1954 are to be excluded in relation to the tenancies to be created by
the Leases.

22.14 The Contractor shall at all times observe and perform all of its obligations as under the
Leases. Any breach by the Contractor of any provision of the Leases shall be deemed to be a
breach of the Contract.

Registration

22.15 The Contractor shall (where freehold title is registered at HM Land Registry) apply for
registration of the Leases at HM Land Registry and meet all fees in connection therewith as
soon as reasonably practicable after the Leases have been completed and shall within ten
(10) Business Days of completion of such application supply copies of the leasehold register
entries and title plan to the Council's solicitors.

22.16 The Council shall use all reasonable endeavours to assist the Contractor in responding to any
requisitions raised by HM Land Registry and the Council shall deliver to the Contractor prior to
the completion of the Leases such consents as are required to be produced by virtue of the
restrictions appearing on the Proprietorship Register for the title to the relevant Contract
Location (where the freehold title to the relevant Contract Location is registered at HM Land
Registry) to enable the relevant Lease to be registered.

22.17 Neither the Contractor nor any Contractor Related Party shall be entitled to any compensation
on the expiry or earlier determination of any of the Leases save as set out in this Contract.

22.18 The Leases shall be granted with vacant possession but otherwise subject to, or where
applicable, with the benefit (to the extent the Council is capable of transferring the same) of:

(a) all existing rights privileges easements and liabilities existing as at the date hereof;

(b) all local land charges (whether registered or not before the date hereof) and all
matters capable of registration as local land charges (whether or not actually

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 registered as such) affecting or relating to the Contract Locations or any part thereof
or any building or other structure thereon whether general or specific;

(c) all notices orders proposals or requirements whatsoever (whether registered or not
before the date hereof) affecting or relating to the Contract Locations or any part
thereof given or made by any government department or by any statutory undertaker
or by any public local authority or other competent authority;

(d) all actual or proposed charges (other than financial charges or liability for chancel
repairs) orders proposals restrictions agreements notices or other matters whatsoever
(whether registered or not before the date hereof) affecting or relating to the Contract
Locations or any part thereof or any building or other structure thereon or any part
thereof under Legislation; and

(e) the matters mentioned or referred to in the registers to the freehold title to the
Contract Locations as at the date of this Contract (save for financial charges)

and the Contractor shall be deemed to take the Leases with full knowledge thereof and shall
raise no requisition thereon or objection thereto.

22.19 Title to the Contract Locations having been deduced to the Contractor or the Contract
Manager prior to the date of this Contract the Contractor shall take the Leases with full
knowledge thereof and shall raise no requisition thereon or objection thereto save in relation
to any matters that have not been previously disclosed to the Contractor arising after the date
of this Contract revealed by usual pre-completion searches at HM Land Registry or HM Land
Charges Registry.

22.20 If this Contract is terminated for any reason prior to the end of the Contract Period:

(a) any Leases granted to the Contractor shall automatically cease and determine in
accordance with its terms with effect from the date of termination of this Contract (or,
if not granted at the time, the obligation to grant the Leases);

(b) the Contractor shall forthwith deliver to the lessor in accordance with the relevant
Lease together with relevant title deeds, releases from any charge and a direction to
the Chief Land Registrar to cancel the registered titles relating to the relevant Lease;
and

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 (c) the Parties shall take all steps as may be proper and reasonable to cancel or assist in
the cancellation of all entries at HM Land Registry and the Land Charges Registry in
relation to the relevant Lease.

22.21 Not later than twenty (20) Business Days before the last day of the Contract Period, the
Council may, by written notice to the Contractor, require the Contractor to:

(a) assign, with effect from the last day of the Contract Period, its unencumbered interest
in the relevant Lease (as applicable) to such assignee as shall be notified by the
Council to the Contractor in the notice by delivering to the Council within ten (10)
Business Days a duly executed deed of assignment in such form as the Council and
the Contractor shall agree (each acting reasonably) together with all relevant title
deeds and releases from any charge; or

(b) surrender, with effect from the last day of the Contract Period, its unencumbered
interest in the relevant Lease (as applicable) to the relevant landlord by delivering to
the Council within ten (10) Business Days a duly executed deed of surrender in such
form as the Council and Contractor shall agree (each acting reasonably) together with
all relevant title deeds and releases from any charge,

and, upon any such assignment or surrender, the Contractor and any guarantor shall be
released from all future liability (but not any past or present liability) under the relevant Lease.

Adjacent Land and Third Party Consents

22.22 The Contractor shall use all reasonable endeavours not to do or permit or suffer to be done
anything which might:

(a) be or become a danger or nuisance or give rise to liability in tort to any Adjoining
Owners or to members of the public generally; or

(b) cause damage to any adjoining property; or

(c) (unless permitted by a Third Party Consent and then only in accordance with the
terms of the Third Party Consent) interfere with any Adverse Rights,

and the Contractor shall at its own expense in the carrying out of the Services take all
reasonable measures and precautions to avoid any such danger, nuisance, tort, damage or

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 interference and shall make good any damage so caused.

22.23 The Contractor shall make good any damage to any roads, footpaths, Conduits, services
landscaping and other works on any adjoining property which is caused by the Contractor or
any Contractor Related Party.

22.24 Subject to the provisions of clauses 22.24 to 22.27, Contract Location Conditions shall be the
sole responsibility of the Contractor and accordingly (but without prejudice to any other
obligation of the Contractor under this Contract and the generality of the foregoing), the
Contractor shall be deemed to have:

(a) carried out a ground physical and geophysical investigation and to have inspected
and examined the Contract Locations and its surroundings and (where applicable)
any existing structures or works on, over or under the Contract Locations;

(b) satisfied itself as to the nature of the Contract Location Conditions;

(c) satisfied itself as to the adequacy of the means and rights of access to and through
the Contract Locations and any accommodation it may require for the purposes of
fulfilling its obligations under this Contract (such as additional land or buildings
outside the Contract Locations);

(d) satisfied itself as to the possibility of interference by persons of any description

whatsoever (other than the Council, its employees and agents) with access to or use
of, or rights in respect of, the Contract Locations with particular regard to Adjoining
Owners; and

(e) satisfied itself as to the presence or absence of any Contamination.

22.25 Notwithstanding clause 22.26, the Contractor shall not be entitled to make any claim in
relation to Contract Location Conditions against the Council of any nature whatsoever.

22.26 Subject to clause 22.25, the Council shall be responsible for, and shall release and indemnify
the Contractor, its employees, agents and contractors on demand from and against all liability
for complying with the requirements of, including the carrying out of any actions required by, a
Relevant Regulatory Authority (whether required to be carried out by the Council or a
Borough) in relation to Contamination present at, in, on, or under or escaping from the
Contract Locations provided that the Council shall have no liability under this clause 22.27

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 where the Council demonstrates, on the balance of probabilities, that such liability was
caused by the Contractor or a Sub-Contractor or was exacerbated by or would not have
occurred but for an act or omission of the Contractor or a Sub-Contractor.

22.27 Clauses 22.24 to 22.27 constitute an agreement for the purposes of paragraph 7.29 of the
Contaminated Land Statutory Guidance issued by DEFRA in April 2012 as may be amended
for time to time (an "Agreement on Liabilities"). Each Party consents to the provisions of this
clause 22 being disclosed to a Relevant Regulatory Authority. The Parties agree not to
challenge the validity, existence or application of the Agreement on Liabilities in relation to
any disclosure pursuant to clauses 22.24 to 22.27.

Storage

22.28 The Contractor shall ensure that any hazardous materials or equipment used or intended to
be used in the provision of the Services are kept under control and in safe keeping in
accordance with all relevant Legislation and Good Industry Practice.

COSHH Register

22.29 The Contractor shall maintain a COSHH register in accordance with Legislation and Good
Industry Practice. The Council shall notify the Contractor of any items which are being used
or stored by it (or on its behalf) at any of the Contract Locations and which are required to be
included in such register.

23 VEHICLES, EQUIPMENT, MATERIALS AND CONSUMABLES

23.1 The Contractor shall at all times during the Contract Period provide and maintain sufficient
Assets as are required for the proper and efficient performance of the Services (and shall
record any such Assets in the Asset Register, and shall maintain and update the Asset
Register accordingly throughout the Contract Period). Lack of suitable equipment will not be
considered a defence for non-performance of the requirements of the Contract.

23.2 From the Services Commencement Date, the Council shall (to the extent it is able to do so)
transfer (or shall procure the transfer of) the Council Assets to the Contractor, at no cost to
the Contractor (and, following the completion of such transfer, the Contractor shall promptly
update the Asset Register accordingly to reflect this), for use by the Contractor in the
performance of the Services only.

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23.3 The Contractor shall:

(a) provide the Council with one (1) electronic copy of the Asset Register within thirty (30)
Business Days of the Contract Date; and

(b) maintain and update the Asset Register on a regular basis, providing the Council with
one (1) electronic copy of the updated Asset Register within thirty (30) Business Days
of each anniversary of the Contract Date during the Contract Period (or at such other
time as reasonably requested by the Council).

23.4 The Contractor shall at its own expense, put, keep and maintain all Assets in accordance with
Schedule 1 (Specification) and in proper repair and condition, in order that it is able to
perform the Services throughout the Contract Period and comply with all relevant statutory
requirements. The Contractor shall use all Assets with all reasonable skill and care and in
accordance with Good Industry Practice.

23.5 The Contractor shall make its own arrangements for insurance, security and housekeeping of
the Assets.

23.6 The Contractor shall ensure that any ICT facilities utilised in the performance of the Services'

(a) are compatible with those operated by the Council and Boroughs; and

(b) allow the Authorised Officer (and other personnel notified to the Contractor by the
Authorised Officer from time to time) the necessary access for on-line enquiries.

23.7 All Assets shall be replaced as necessary by the Contractor (at its own cost) with equipment
of a similar type and of an equivalent standard (or suitable alternative items of equipment or
vehicles, as agreed with the Authorised Officer) and the Contractor shall update the Asset
Register accordingly.

23.8 The Contractor shall at all times permit the Authorised Officer access to the Assets. The
Authorised Officer shall be entitled to serve upon the Contractor a notice in writing requiring
the Contractor to put any of the Council Assets, vehicle or item of equipment into such
condition as is required by clause 23.4 and the Contractor shall forthwith upon receipt of such
notice cause all necessary works to be carried out to comply with such notice. In the event of
the Contractor failing to carry out such works, the Council shall be at liberty to have such
works carried out and the Contractor shall pay to the Council such sums as the Authorised

85
 Officer shall certify to have been the cost of executing such works.

23.9 Prior to the Termination Date, the Council shall be entitled to serve upon the Contractor a
notice requiring the Contractor to, where possible, transfer to the Council (or relevant
Borough), or to such other third party as advised by the Council, on the Termination Date
such Assets as may be specified in such notice and to transfer to the Council (or relevant
Borough) on the Termination Date the benefit of all contracts relating to the hire (if applicable)
of such Assets as may be specified in such notice, or in the event that is not possible, on or
before on the Termination Date provide the Council or relevant Borough with the relevant
contact details of companies from which the Contractor previously hired such Assets.

23.10 Following receipt of a notice under clause 23.9 the Contractor shall deliver on the
Termination Date such items to the Council (or relevant Borough) in the condition they are in
at the date of such notice, at no cost to the Council (or relevant Borough).

24 VARIATIONS

Council Variation

24.1 The Council has the right to propose a variation ("Council Variation") in the Services in
accordance with this clause 24.

24.2 If the Council requires a Council Variation, the Authorised Officer must serve a notice
"Council Variation Order") on the Contractor.

24.3 The Council Variation Order shall:

(a) set out the variation required in reasonably sufficient detail for the Contractor to be
able to confirm the Council's estimate of costs (if any);

(b) in the event that the variation will require Capital Expenditure, state whether the
Council intends to pay to the Contractor the costs involved in implementing the
variation; and

(c) require the Contractor to provide the Council within fifteen (15) Business Days of
receipt of the Council Variation Order with the Estimate.

24.4 As soon as practicable and in any event within fifteen (15) Business Days after having

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 received the Council Variation Order, the Contractor shall deliver to the Council an estimate
(the "Estimate"). The Estimate shall include the opinion of the Contractor on:

(a) whether relief from compliance with obligations under the Contract Documents is
required during the implementation of the Council Variation;

(b) any impact on the provision of Services;

(c) any amendment required to any Contract Document as a result of the Council
Variation;

(d) any costsftoss of revenue that results from the Council Variation and/or any
amendment required to the Council's estimate of costs (provided pursuant to clause
24.3(a));

(e) any Capital Expenditure that is required or no longer required as a result of the
Council Variation; and

(0 any regulatory approvals and consents which are required,

and the Contractor may use and/or refer to the Change Mechanism as a tool to assist it in
producing the Estimate.

24.5 As soon as practicable after the Council receives the Estimate, the Parties shall discuss and
agree the issues set out in the Estimate, including:

(a) providing evidence that the Contractor has discharged its duties to mitigate increases
in costs to the Council and maximise savings for the Council, and used reasonable
endeavours (including, where applicable, the use of competitive quotes) to oblige its
Sub-Contractors to minimise any increase in costs and maximise any reduction in
costs;

(b) demonstrating how any Capital Expenditure to be incurred or avoided is being

measured in a cost effective manner, including showing that when such expenditure
is incurred, any foreseeable Change in Law at that time has been taken into account
by the Contractor, and

(c) demonstrating that any expenditure that has been avoided, which was anticipated to

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 be incurred to replace or maintain assets that have been affected by the Council
Variation concerned, has been taken into account in the amount which, in the
Contractors opinion, has resulted or is required under clause 24.4(d) and/or clause
24.4(e).

24.6 In such discussions the Council may modify the Council Variation Order. In each case the
Contractor shall, as soon as practicable, and in any event not more than ten (10) Business
Days after receipt of such modification, notify the Council of any consequential changes to the
Estimate.

24.7 If the Contractor does not intend to use its own resources to implement any Council Variation
it shall comply with Good Industry Practice with the objective of ensuring that it obtains best
value for money when procuring any work, services, supplies, materials or equipment
required in relation to the Council Variation.

24.8 If the Parties cannot agree on the contents of the Estimate then the dispute will be determined
in accordance with clauses 52 and 53 provided that the Council reserves the right at any time
to withdraw the Council Variation Order and seek (where practicable) alternative suppliers for
the requirement.

24.9 As soon as practicable after the contents of the Estimate have been agreed or otherwise
determined pursuant to clauses 52 and 53, the Council shall:

(a) confirm the Estimate (as modified); or

(b) withdraw the Council Variation Order.

24.10 If the Council does not confirm in writing the Estimate (as modified) within twenty-one
(21) Business Days of the contents of the Estimate having been agreed in accordance with
clause 24.5 or determined pursuant to clause 24.8, then the Council Variation Order shall be
deemed to have been withdrawn. Where there is such a withdrawal (either pursuant to this
clause 24.9 or this clause 24.10) the Council shall pay to the Contractor the reasonable
additional third party costs (if any) incurred by the Contractor in preparing such Estimate
provided that:

(a) the Contractor has used all reasonable endeavours to submit a reasonably priced
Estimate;

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 (b) the Contractor has made available to the Council a cost breakdown of the Estimate
including an estimate of any third party costs to be incurred by the Council if the
Council Variation Order is withdrawn or deemed to be withdrawn; and

(c) the Council has:

approved the estimate of third party costs referred to in clause 24.10(b) and
the type of third party costs prior to such third party costs being incurred; and

(ii) agreed that, given the nature of the proposed Council Variation, it is
reasonable to expect the relevant third party costs to be incurred in preparing
the Estimate on the basis of the extent of the proposed change to the
Services and the work required in submitting an accurate Estimate in
compliance with this clause 24; and

(iii) the Contractor has provided the Council with such evidence as it may
reasonably require in order to verify the additional third party costs incurred
by the Contractor.

24.11 In the event that the Estimate has been confirmed by the Council, then the adjustment to the
relevant element of the Monthly Contract Payment shall be made in accordance with
Schedule 5 (Payment Mechanism) and, if necessary, the Base Case shall be revised in
accordance with Schedule 10 (Base Case and Revision of Base Case).

Contractor Variation

24.12 If the Contractor wishes to introduce a variation in the Services ("Contractor Variation"), it
must serve a notice ("Contractor Variation Proposal") on the Council.

24.13 The Contractor Variation Proposal must:

(a) set out the proposed Contractor Variation in sufficient detail to enable the Council to
evaluate it in full;

(b) specify the Contractor's reasons for proposing the Contractor Variation;

(c) request the Council to consult with the Contractor with a view to deciding whether to
agree to the Contractor Variation and, if so, what consequential changes the Council

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 requires as a result;

(d) indicate any implications of the Contractor Variation;

(e) indicate, in particular, whether a variation to the Monthly Contract Payment is

proposed (and, if so, give a detailed cost estimate of the proposed change); and

(f) indicate if there are any dates by which a decision by the Council is critical,

and the Contractor may use and/or refer to the Change Mechanism as a tool to assist it in
producing the Contractor Variation Proposal.

24.14 The Council shall evaluate the proposed Contractor Variation in good faith, taking into
account all relevant issues, including whether:

(a) a change in the relevant element of the Monthly Contract Payment will occur,

(b) the Contractor Variation affects the quality of the Services or the likelihood of
successful delivery of the Services;

(c) . the Contractor Variation will interfere with the relationship of the Council and/or any
other Borough with third parties;

(d) the financial strength of the Contractor is sufficient to perform the changed Services;
Or

(e) the Contractor Variation materially affects the liabilities, risks or costs to which the
Council or any other Borough is exposed.

24.15 As soon as practicable after receiving the Contractor Variation Proposal, but in any event
within fifteen (15) Business Days, the Parties shall meet and discuss the matter referred to in
it. During their discussions the Council acting reasonably may propose modifications or
accept or reject the Contractor Variation Proposal.

24.16 If the Council acting reasonably accepts the Contractor Variation Proposal (with or without
modification), the Contractor Variation shall be implemented within a time period agreed
between the Parties. The Parties shall enter into any documents to amend any Contract
Document as necessary to give effect to the Contractor Variation.

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24.17 If the Council acting reasonably rejects the Contractor Variation Proposal the Council shall
notify the Contractor accordingly and shall be obliged to give its reasons for such a rejection.

24.18 Unless the Council's acceptance specifically agrees to an increase in the Monthly Contract
Payment, there shall be no increase in the Monthly Contract Payment as a result of the
Contractor Variation.

24.19 If Contractor Variation causes or will cause the Contractors costs or those of a Sub-
Contractor to decrease, then there shall be a decrease in the Monthly Contract Payment by
an equal amount in accordance with Schedule 5 (Payment Mechanism).

24 20 If an adjustment to the Monthly Contract Payment is required pursuant to clauses 24.18 or

24.19, then the adjustment shall be made in accordance with Schedule 5 (Payment
Mechanism) and, if necessary, the Base Case shall be revised in accordance with
Schedule 10 (Base Case and Revision of Base Case).

25 COUNCIL STEP-IN

25.1 If the Council reasonably believes that it needs to take action in connection with the Services
(or part thereof):

(a) because a serious risk exists to the health or safety of persons or property or to the
environment; or

(b) because of a failure to manage the Service or any part thereof properly; and/or

(c) to discharge a statutory duty,

then the Council shall be entitled to take action in accordance with clauses 25.1 to 25.7
inclusive.

25.2 If clause 25.1 applies and the Council wishes to take action, the Council shall notify the
Contractor in writing of the following:

(a) the action it wishes to take;

(b) the element of the Services that will be affected;

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 (c) the reason for such action;

(d) the date it wishes to commence such action;

(e) the time period which it believes will be necessary for such action; and

(f) to the extent practicable, the effect on the Contractor and its obligation to provide the
Services during the period such action is being taken.

25.3 Following service of such notice, the Council shall take such action as notified under clause
25.2 and any consequential additional action as it reasonably believes is necessary (the
"Required Action") and the Contractor shall give all reasonable assistance to the Council
while it is taking the Required Action.

Step-in without Contractor Breach

25.4 If the Contractor is not in breach of its obligations under the Contract, then for so long as and
to the extent that the Required Action is taken, and this prevents the Contractor from
providing any part of the Services:

(a) the Contractor shall be relieved from its obligations to provide such part of the
Services; and

(b) in respect of the period in which the Council is taking the Required Action, and
provided that the Contractor provides the Council with reasonable assistance (such
assistance to be at the expense of the Council or relevant Boroughs to the extent
incremental costs are incurred) the Monthly Contract Payment due from the Council
to the Contractor shall equal the amount the Contractor would receive if it were
satisfying all its obligations and providing the Services affected by the Required
Action in full over that period.

Step-in on Contractor Breach

25.5 If the Required Action is taken as a result of a breach of the obligations of the Contractor
under the Contract, then for so long as and to the extent that the Required Action is taken and
this prevents the Contractor from providing any part of the Services'

(a) the Contractor shall be relieved of its obligation to provide such part of the Services;

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 and

(b) in respect of the period in which the Council is taking Required Action the Monthly
Contract Payment due from the Council to the Contractor shall equal the amount the
Contractor would receive if it were satisfying all its obligations in providing the
Services affected by the Required Action over that period less an amount equal to all
the Council's or relevant Boroughs' reasonable costs of operation in taking the
Required Action.

Performance by the Council and Mitigation

25.6 The Council shall, in carrying out the Required Action:

(a) carry out, or procure the carrying out of such Required Action to the same standards
as the Contractor is obliged to perform any such obligations pursuant to the Contract;
and

(b) carry out or procure the carrying out of such steps in a prompt and diligent manner.

Mitigation

25.7 The Council shall take all steps reasonably necessary and consistent with Good Industry
Practice to mitigate the consequences of carrying out or procuring the carrying out of the
Required Action.

SECTION D: PAYMENT, PERFORMANCE AND REPORTING

26 METHOD OF VALUATION AND BASE CASE

26.1 The Council shall pay any monies owing and due to the Contractor for the proper provision of
the Services in accordance with this Contract and Schedule 5 (Payment Mechanism).
Indexation will be in accordance with the provisions of paragraph 20 of Schedule 5 (Payment
Mechanism).

26.2 The original Base Case (with instructions for use setting out how to view, verify and amend
the Base Case) is set out in Schedule 10 (Base Case and Revision of Base Case).

26.3 The Contractor shall ensure that the original Base Case has a version number and date.

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26.4 The Base Case shall be accompanied by a written summary to include a summary of the key
data in the Base Case, including revenue, profit, income share, costs and targeted rate of
return (including references to specific cells, rows or sheets, as applicable), and the
calculations made in order to produce such data.

26.5 Any revisions to the Base Case shall be made in accordance with the provisions of Schedule
10 (Base Case and Revision of Base Case).

27 REPORTING

27.1 The Contractor shall prepare and submit to the Authorised Officer the reports as set out in
Schedule 6 (Reporting Requirements).

27.2 The Parties acknowledge and accept that changes will take place during the Contract Period
in respect of matters such as the precise format of the Monthly Report and other reports
required in accordance with Schedule 6 (Reporting Requirements), the officers to whom
specific reports should be submitted, and the supporting documentation required to be
provided by the Contractor. These changes will be subject to agreement of the Parties, and
such agreement will not be unreasonably withheld or delayed. All agreed changes shall be
accommodated expeditiously and the cost shall be bome by the Contractor.

28 MONTHLY REPORT AND INVOICE

28.1 Subject to clause 27.2, within ten (10) Business Days of the last day of each Month during
the Contract Period the Contractor shall provide to the Authorised Officer a Monthly Report
containing all information specified in Schedule 6 (Reporting Requirements) and setting out
(to the extent the Contractor is able to do so) the calculation of the payment claimed by the
Contractor in respect of the relevant Month accompanied by the Contractor's invoice. The
Contractor shall calculate any payments due in accordance with Schedule 5 (Payment
Mechanism). Where the Contractor has previously submitted an invoice in accordance with
clause 28.2, the Contractor shall include in any subsequent invoice submitted, any
adjustment, amendment or variations agreed or determined in accordance with the Contract
in relation to previous invoices.

28.2 If the Monthly Report shows a net amount owing by the Council to the Contractor, it shall be
accompanied by a valid VAT invoice from the Contractor to the Council in the amount properly
chargeable to VAT.

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29 ANNUAL REPORT AND BUSINESS DEVELOPMENT PLAN

29.1 Subject to clause 27.2, within twenty (20) Business Days of the last day of each Contract
Year (or on such other date as agreed between the Parties), the Contractor shall provide to
the Authorised Officer

(a) an Annual Report containing all information specified in Schedule 6 (Reporting

Requirements);

(b) a draft of the updated Business Development Plan and a draft of the updated
Sustainability Plan (and such drafts shall be reviewed and agreed by the Parties at
the Annual Review);

(c) drafts of the updated Communications and Engagement Plan (Organised Groups)
and Communications and Engagement Plan (Encouraging Participation) (and such
drafts shall be reviewed and agreed by the Parties at the Annual Review);

(d) (if appropriate) its proposed amendments to the Schedule of Rates to facilitate the
consideration of the Schedule of Rates pursuant to clause 40.1(n) (Annual Review),
together with evidence that any amendments to existing unit rates, or proposed new
unit rates:

(i) are consistent with prices for similar services obtainable in the market at the
time; and

(ii) offer the Boroughs value for money.

29.2 Within twenty (20) Business Days of the Annual Review at which the draft Business
Development Plan referred to in clause 29.1(b) above is considered in accordance with
clause 40 (Annual Review) (or on such other date as agreed between the Parties), the
Contractor shall deliver the agreed form, updated Business Development Plan,
Communications and Engagement Plan (Organised Groups) and Communications and
Engagement Plan (Encouraging Participation) to the Authorised Officer.

30 THIRD PARTY INCOME

30.1 The Contractor shall generate Third Party Income, and share such income with the Council in
accordance with the provisions of Schedule 13 (Third Party Income).

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30.2 The Contractor shall maintain the Business Development Plan throughout the Contract
Period, in accordance with clause 29 (Annual Report and Business Development Plan) and
clause 40 (Annual Review). As part of the delivery of the Business Development Plan, the
Contractor may apply to the relevant planning authority for planning consent for development
of attractions on the Sites. In the event that planning consent is not granted at a particular
location within a Site, then the Council shall procure that the Boroughs shall, at the
Contractor's request, consult with the Contractor in order to identify alternative locations within
the Site (or any other Site), insofar as is reasonably practicable, taking into account the
resource available to the Boroughs in relation to this Contract at the time.

31 CERTIFICATION AND PAYMENT

31.1 Upon receipt of the Monthly Report and accompanying invoice from the Contractor in
accordance with clause 28 (Monthly Report and Invoice), the Authorised Officer shall
determine whether the Services during the relevant period were performed properly.

31.2 The Contractor acknowledges and accepts that, in respect of any service failure or any
breach by the Contractor of its obligations under this Contract, a complaint shall be sufficient
evidence to establish a breach by the Contractor and/or (where applicable) the right for the
Council to apply a relevant Deduction unless the Contractor can produce evidence to rebut
the presumed breach.

31.3 The Contractor shall be entitled to be paid the monies described in the invoice and approved
for payment within thirty (30) Days of such approval of the invoice by the Council (an invoice
shall be approved by the Council once it is regarded by each Borough as valid and
undisputed in respect of the Services that such Borough has received in relation to the
monies described in the invoice).

31.4 No payment issued by an Authorised Officer in accordance with the provisions of this Contract
shall be conclusive evidence that the Contractor has performed all or any of its obligations
strictly in accordance with the Contract. Adjustments may be made by the Authorised Officer
in later payments in order to correct errors or omissions contained in earlier payments.

31.5 The Council shall be entitled to vary or adjust any invoice submitted by the Contractor in
accordance with Schedule 5 (Payment Mechanism).

31.6 The Contractor acknowledges and accepts its obligations pursuant to clause 57.6
(Assignment and Sub-Contractors) regarding the payment of any Sub-Contractors.

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32 FINANCIAL RECORDS OF CONTRACTOR

32.1 The Contractor shall provide to the Authorised Officer a certified copy of each years' audited
accounts within nine (9) Months of the end of the relevant accounting period of the Contractor.

32.2 The Contractor shall maintain a full record of particulars of the costs incurred and revenues
received in performing the Services.

32.3 Upon request by the Council, the Contractor shall provide a written summary of the costs
incurred and revenues received as referred to in clause 31.3 in such form and detail as the
Council may reasonably require to enable the Council to monitor the performance by the
Contractor of its obligations under this Contract.

32.4 The Contractor shall provide such facilities as the Council may reasonably require for its
representative to visit any place where the records are held and examine the records
maintained under this clause 32.

32.5 All information provided by the Contractor pursuant to this clause 32 is, where appropriate,
subject to the provisions of clause 59.

33 VALUE ADDED TAX

33.1 Sums payable to the Contractor pursuant to the Contract are exclusive of Value Added Tax
('VAT").

33.2 The Council shall pay to the Contractor in the manner hereinafter set out any VAT properly
chargeable on the supply by the Contractor of the Services at the appropriate rate.

33.3 The Monthly Report shall include any necessary tax invoices in respect of the payment of
VAT.

33.4 If the Council objects to any part of such invoice and such objection cannot be resolved by
agreement between the Parties, the Council may require the Contractor to refer to the
Commissioners of Customs and Excise ("the Commissioners") any dispute, difference or
question in relation to any of the matters specified in section 83 of the Value Added Tax Act
1994 ("the Act").

33.5 If the Contractor refers the matter to the Commissioners (whether or not under clause 33.4)

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 and the Council is dissatisfied with their decision on the matter, the Contractor shall at the
Council's request refer the matter to a Value Added Tax Tribunal (the 'Tribunal") by way of
appeal under section 83 of the Act, whether or not the Contractor is so dissatisfied. Should
the Contractor be required to deposit a sum of money equal to all or part of the tax claimed
under section 83 of the Act, the Council shall pay an equivalent sum to the Contractor.

33.6 The Council shall further reimburse the Contractor any costs or expenses reasonably and
properly incurred in making reference (less any costs awarded to the Contractor by the
Tribunal).

33.7 Upon the final adjudication by the Commissioners or, in the event of a reference to the
Tribunal, the Council shall pay the amount of VAT adjudged due to the Contractor. Should
the amounts already paid by the Council either by way of payment of VAT or by way of
reimbursement of any money required to be deposited by the Contractor with the
Commissioners under clause 33.5 exceed the VAT adjudged to be due, the Contractor shall
forthwith repay such excess to the Council.

34 PERFORMANCE MONITORING

Service Performance Indicators and PQMS

34.1 The Contractor's performance of its obligations under the Contract are to be measured having
regard to the Service Performance Indicators and the PQMS. The Contractor shall provide the
Boroughs with access to real-time data in respect of the Contractor's performance of its
obligations under the Contract by way of ACORN.

34.2 At the Annual Review, the Parties may review the Service Performance Indicators and/or the
PQMS, and may agree to amend the existing Service Performance Indicators or PQMS, or to
create additional Service Performance Indicators or extend the scope of the PQMS. Any
agreed changes to the Service Performance Indicators or the PQMS (and any related
monitoring methods) will be implemented from the start of the next Contract Year.

Contractor Monitoring

34.3 The Contractor shall diligently carry out a Monthly performance monitoring and reporting
exercise, by reviewing its performance against the Service Performance Indicators, and then
submitting the Monthly Report in accordance with the procedure in this clause 34 and
Schedule 6 (Reporting Requirements).

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Council Monitoring

34.4 The Council may elect to undertake its own performance monitoring exercise at any stage
during the Contract Period for any purpose including ensuring that the Services are being
provided in accordance with the Contract, that all information provided by the Contractor is
accurate and that the Contractor's own monitoring processes are adequate. The Contractor
shall co-operate with and assist the Council with such performance monitoring. The Council's
monitoring may include (without limitation) those methods listed in paragraph 9 of Schedule 6
(Reporting Requirements).

34.5 The Council shall have the right from time to time to audit the Contractor's management
systems (for example ISO 14001 or equivalent standard) including examining and inspecting
the Contractor's activities to establish the adequacy or accuracy of the quality management
system documentation. The Contractor shall use its reasonable endeavours to assist the
Council in such an exercise.

Increased Monitoring

34.6 If the Contractor has failed to observe or perform any of its obligations under the Contract the
Council may (without prejudice to any other right or remedy available to it) give notice to the
Contractor:

(a) requiring the Contractor to carry out additional monitoring in such manner and to such
extent as the Council (acting reasonably having regard to the Contractor's failure)
shall specify;

(b) requiring the Contractor to supply such additional reports, plans and other information
in such manner and to such extent as the Council (acting reasonably) shall specify;
and/or

(c) requiring the Contractor to carry out such inspections as the Council (acting
reasonably) shall specify to be carried out by the Council its agents or employees in
monitoring the performance and observance of the Contractor's obligations under the
Contract,

as considered necessary by the Council (causing as little disruption and inconvenience to the
Contractor as is reasonably practicable).

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34.7 In the event of failure by the Contractor to observe or perform its obligations under the
Contract, the Council may give notice to the Contractor notifying the Contractor that the
Council will undertake all or any part of the future monitoring having regard to the Contractors
failure to ensure that the Services are conducted in all respects in accordance with the
Service Performance Indicators, whereupon the Contractor shall be relieved of future
monitoring in such respect until such time as the Council shall (in its reasonable opinion)
decide.

34.8 The Contractor shall co-operate and assist the Council with the monitoring by the Council, its
agents or employees in accordance with clauses 34.6 and 34.7 and shall make available all
the Contractor's records relating to the provision of the Services forthwith on request by the
Council. The Council, its agents and employees shall be permitted access forthwith on
request by the Council to any of the Contract Locations or premises where such records are
kept or where the Services are provided or to be provided.

34.9 The Contractor shall pay to the Council all reasonable costs (including any associated
administrative costs and overheads) incurred by the Council in respect of the monitoring
referred to in clause 34.7 or in respect of the inspections referred to in clause 34.8.

Cost of Performance Monitoring

34.10 Subject to clauses 34.7 to 34.9, each Party shall bear the costs of its own performance
monitoring.

Legal Requirements

34.11 Without prejudice to the generality of clause 34.1, no such actions by or on behalf of the
Council will in any way lessen the Contractor's responsibility for ensuring that the Services are
at all times conducted in a manner which complies with all applicable Legislation, Guidance
and Good Industry Practice.

35 MONITORING PERFORMANCE

35.1 The Service Performance Indicators and the PQMS will be used to define how performance
and Service quality will be measured and the remedies to be applied in the event of Services
failures.

35.2 Where the Contractor has failed to perform the Services in accordance with the provisions of

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 the Contract and/or Schedule 1 (Specification) within the stated rectification period (if any)
then the Council shall be entitled to give the Contractor a written Service Improvement Notice
setting out the failure to perform and requiring the Contractor to take the necessary steps to
either rectify the failure within a reasonable time period or prevent the failure from occurring in
the future. If the Contractor fails to comply with such Service Improvement Notice, the
Contractor shall attend a meeting with the Partnership to review the Service failure in
question.

35.3 The Council may, if appropriate, apply such sanctions applicable to such failure as set out in
clause 55 and Schedule 5 (Payment Mechanism) including but not limited to financial
sanctions by withholding monies due to the Contractor related to those elements of the
Services it has failed to perform and/or a reduction representing the additional cost incurred
by the Council in investigating and rectifying the reduction in value of the Services to the
Council.

35.4 The Contractor shall maintain records of all such monitoring and actions taken throughout the
Contract Period and for six (6) years from the date of expiry or termination of this Contract.
Such records shall be made available to the Authorised Officer when reasonably requested
(at no cost to the Council). These records will include information regarding all monitoring and
actions taken throughout the Contract Period in respect of the Service Performance
Indicators.

35.5 The number of written Complaints received, the time taken to respond and the action taken to
rectify any Service failure shall be recorded by the Contractor.

35.6 The Contractor shall attend and participate in meetings with the Authorised Officer and other
Council officers as frequently and at such intervals as may be required by the Authorised
Officer for the good management and proper performance of the Services as defined in
Schedule 1 (Specification).

35.7 The Contractor shall at its own expense conduct surveys of user satisfaction (including the
Customer Satisfaction Survey) with the Services as defined in Schedule 1 (Specification), in
terms agreed in advance with the Council and shall disclose the results of such surveys to the
Council and respond promptly by ensuring appropriate changes are made to the quality of the
Services where appropriate and jointly agreed with the Authorised Officer.

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36 BRITISH STANDARDS AND QUALITY ASSURANCE

36.1 Where an appropriate British Standard Specification or British Standard Code of Practice
issued by the British Standards Institution is current, the Contractor shall ensure that all goods
used or supplied and all workmanship shall, as a minimum requirement, be in accordance
with that standard, without prejudice to any higher standard required by the Contract.

36.2 The Contractor shall operate, or be able to demonstrate that it is working towards
implementation by the Services Commencement Date of, a verifiable system that guarantees
compliance with a quality system relevant to the Services and based on the principles in ISO
9001:2015 or any other equivalent quality measures. The quality system shall be designed to
ensure that the Services are carried out to the standards set out in the Services Delivery Plan.

36.3 As an altemative to ISO 9001:2015, the Contractor shall operate, or be able to demonstrate
that it is working towards implementation by the Services Commencement Date of, a
verifiable system that guarantees compliance with an environmental management system
relevant to the Services and based upon the principles in ISO 14000.

36.4 The Contractor shall keep the Council informed at all times as to the progress it has made in
achieving such measures, and shall supply such documentation as the Authorised Officer
may reasonably require as evidence of its performance of the obligations set out in this
clause.

36.5 The Contractor accepts that it is a condition of the Contract that it will adopt and utilise any
quality assurance and environmental management system measures detailed in Schedule 1
(Specification) and/or the Services Delivery Plan for its performance of the Services, and that
such processes shall be fully effective and operational as early into the Contract as possible.

37 COUNCIL INSPECTIONS AND INSTRUCTIONS

37.1 The Authorised Officer or his representatives may organise regular and thorough inspections
of the Contractor's performance to ensure that it is complying with its obligations under the
Contract. The Contractor shall co-operate with the Authorised Officer in any monitoring of the
Contractor's performance against the provisions of the Contract.

37.2 The Authorised Officer shall appoint as many officers to assist in this task as are deemed
necessary. The number of officers engaged on the monitoring of the Contract may be varied
from time to time during the Contract Period.

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37.3 The Authorised Officer or his representatives may undertake the review of performance by
way of any method considered appropriate (including those listed in paragraph 8 of Schedule
6 (Reporting Requirements)).

37.4 In particular, the Authorised Officer shall have the right to inspect work at Council Premises,
Contractor Premises and Contract Locations and shall be permitted access to any and all
relevant documentation in the possession, custody or control of the Contractor. For the
avoidance of doubt this right will include the right to interview Staff, take copies of any and all
relevant documentation and access any relevant computer databases in connection with the
provision of the Services.

37.5 The Council may appoint an external assessor to investigate the failure of the systems and to
recommend corrective action to the Contractor. Where such an appointment becomes
necessary, the Contractor shall co-operate with the assessor and shall take all necessary
steps to implement the recommendations made. The costs of such an exercise (together with
a sum equal to 10% of those costs towards the Council's administrative costs and overheads)
shall be payable by the Contractor to the Council on demand as a debt.

38 AUDITOR'S ACCESS

38.1 The Contractor shall maintain records, in accordance with Good Industry Practice, of all work
carried out for the Council, all data relevant to the provision and operation of the Services,
and of all stock (including equipment and consumables) purchased and utilised in the
provision of the Services; such records shall be maintained throughout the Contract Period
and for six (6) years from the date of expiry or termination of this Contract. These records
shall be made available for inspection on demand during normal office hours by the
Authorised Officer and/or the Council's or (if directed by the Council) any other Boroughs'
intemal and/or external auditors as and when they shall require.

38.2 At no cost to the Council the Contractor shall provide the Authorised Officer, the Council's or
relevant Borough's intemal and/or external auditors with full and free access on demand
during normal business hours to all correspondence, documentation and files created in
performance of the Services and shall provide such explanations and further information as
may be deemed necessary for their purposes. The Contractor shall co-operate fully and
assist the Council's or relevant Borough's auditors with any enquiries and investigations
relating to such records and shall also co-operate fully in any subsequent action against any
employee or third party suspected of fraud or dishonesty directly or indirectly in relation to the
performance of the Services.

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38.3 The Council shall give reasonable notice to the extent that it is able of any requests for
information and access.

38.4 Relevant information shall be provided for the purpose of enabling the Council to carry out
periodic assessments of the Contractor's performance under, and compliance with the
provisions of, the Contract and to enable the Council and the other Boroughs to meet their
statutory and internal accounting obligations.

38.5 The assistance of the Contractor under this clause shall be at no cost to the Council.

39 REGULAR MEETINGS OF CLIENT AND CONTRACTOR

39.1 The Authorised Officer may require the Contractor to attend meetings concerning the Contract
at any time following reasonable notice. In addition to the Annual Review meeting, the
Contractor shall nominate appropriate members of Staff (as may be reasonably required by
the Authorised Officer from time to time) to attend the following routine meetings throughout
the Contract Period at venues and on dates to be specified by the Authorised Officer:

(a) a weekly meeting to discuss routine operational performance of the Services;

(b) a Monthly liaison meeting with the Boroughs' nominated representatives to discuss
Service performance and requirements;

(c) a quarterly meeting to discuss operational performance of the Services at a strategic

level and

(d) a meeting with the Authorised Officer and/or persons nominated by the Authorised
Officer and the Lot 1 Contractor, as required, to discuss interface issues with the Lot 1
Contract (the "Contractor Liaison Meeting").

39.2 Either Party may raise any matter concerning the performance of the Contract at any meeting
by placing it on a written agenda.

39.3 The proceedings of the meetings (and any actions agreed, and where the responsibility for
such actions sit), with the exception of the weekly meeting, will be recorded in writing by the
Contractor and submitted to the Authorised Officer for agreement.

39.4 Should the most appropriate member of the Contractor's Staff be unable to attend the

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 meeting, then a suitable replacement of equivalent status shall be fully briefed by the
Contractor and shall attend on its behalf.

39.5 From time to time the Authorised Officer may require other representatives from external
bodies to attend these meetings, the detail of which shall be advised to the Contractor at least
five (5) Business Days in advance of the meeting. The Contractor shall use reasonable
endeavours to facilitate the attendance of such representatives at the meeting.

39.6 In addition to the Monthly liaison meeting to be held in accordance with clause 39.1(b), there
shall be Monthly meetings between the Authorised Officer and the Contract Manager to
monitor the performance of the Contract.

40 ANNUAL REVIEW

40.1 At a date and time in June 2018 to be agreed between the Parties (and thereafter annually in
each Contract Year on or around the anniversary of such date), the Parties shall hold an
Annual Review. At each Annual Review the Parties shall meet to:

(a) identify and programme the implementation of on-going technical, operational and
organisational improvements to the Services, and efficiencies in the provision of the
Services (to include consideration of .the Contractor's proposals to improve the
provision and/or performance of the Services, provided in accordance with clause
40.6) at all times ensuring that the Council obtains the best value for money
reasonably obtainable;

(b) discuss in good faith and agree the future arrangements for the provision of the
Services (to include a review of the Asset Register) as a result of any changes
(including, but not limited to, changes in requirements, Changes in Law and changes
in Guidance, policy and process) and, in undertaking such discussions, both Parties
(acting reasonably at all times) shall in good faith examine, discuss and implement
any reasonable actions that together or individually they are able to undertake;

(c) review any reasonable amendments and/or updates to the Services Delivery Plan for
a Service Category, as proposed by either Party, provided that the Council has
ultimate discretion to agree such amendments and/or updates;

(d) review the categories of Sports Pitches and the Sports Pitches Services Payment in
light of demand, current trends and the number of Sports Pitches used, and (acting

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 reasonably) agree any changes required to this aspect of the Monthly Contract
Payment (provided that the decision of the Authorised Officer shall be final);

(e) review the maintenance arrangements for sports facilities on the Sites, considering
feedback and suggestions from relevant Organised Groups, and agree any changes
to the Base Case as a result of reduced maintenance costs at such facilities in the
event that an Organised Group (with agreement of the relevant Borough and the
authorisation of the Authorised Officer) undertakes to carry out additional
maintenance tasks in relation to the sports facilities (and the Parties may refer to the
Change Mechanism as a tool to assist such discussions);

(f) review the Services for the purpose of increasing efficiency, effectiveness and
economy in accordance with the duty of the Council, and the Boroughs, under the
Local Government Act 1999 (the "Best Value" duty);

(g) review the results of the Customer Satisfaction Survey and/or any other customer
satisfaction survey, and any asset survey;

(h) review the Service Performance Indicators and the PQMS in accordance with clause
34.2 (Performance Monitoring);

(i) agree the contents of the Annual Conservation Plan for the forthcoming year;

0) review the contents of the Annual Report submitted by the Contractor to the Council
prior to the Annual Review meeting (in accordance with clause 29.1 (Annual Report
and Business Development Plan)) and agree the contents of the updated Business
Development Plan (a draft of which will be submitted by the Contractor to the Council
prior to the Annual Review meeting, in accordance with clause 29.1 (Annual Report
and Business Development Plan)) which shall include the Contractor's proposals for
future communications campaigns for the forthcoming year;

(k) review and agree the updated Sustainability Plan (a draft of which will be submitted
by the Contractor to the Council prior to the Annual Review meeting, in accordance
with clause 29.1 (Annual Report and Business Development Plan));

(I) agree any updates required to Schedule 16 (Communications and Stakeholder

Engagement) and, in particular, review and agree the updated Communications and
Engagement Plan (Organised Groups) and the Communications and Engagement

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 Plan (Encouraging Participation (drafts of which will be submitted by the Contractor to
the Council prior to the Annual Review meeting, in accordance with clause 29.1
(Annual Report and Business Development Plan));

(m) review and agree the annual pricing changes for Service Users for hire/use of sports,
play and leisure facilities, Sports Pitch hire and the use of any other
facilities/amenities on or in the Contract Locations; and

(n) review the Schedule of Rates (and the Contractor's proposed amendments (if any)
submitted to the Council in advance of the Annual Review in accordance with clause
29.1(d) (Annual Report and Business Development Plan)), with the intention of

(i) including in the Schedule of Rates unit prices for any element of the Services
which may be performed pursuant to an Ad Hoc Works Order where there is,
at the date of the Annual Review, no appropriate unit price (provided that this
does not affect the risk profile of the Contract) and such unit price should
properly be included in the Schedule of Rates; and

(ii) reviewing the unit pricing for each category in the Schedule of Rates to
ensure that such unit rates continue to provide the Boroughs with value for
money.

40.2 At the Annual Review, the Contractor shall provide the Authorised Officer with copies of all
relevant quality assurance certification for the next twelve months and the results of any
quality audits in accordance with the provisions of paragraph 2.3 of Schedule 1
(Specification).

40.3 The Parties shall discuss changes to the Services at the Annual Review on a case-by-case
basis. The Council and the Contractor shall act in a spirit of partnership in jointly identifying
and implementing changes and improvements to the Services in accordance with this clause.

40.4 When discussing and agreeing changes and improvements to the Services in accordance
with this clause 40, the Contractor shall provide the Council with a written record of the
required resource changes, cost implications and/or savings associated with any change or
improvement in the Services in accordance with clause 40.6. The Contractor has a duty to:

(a) mitigate, as far as possible, any increases in costs to the Council; and

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 (b) maximise, as far as possible, savings the for the Council,

in implementing changes.

40.5 Further to clause 40.1(f), the Contractor acknowledges that the Council and the Boroughs
have a duty under the Local Government Act 1999 to regularly review the Services for the
purpose of securing continuous improvement in the way in which its functions are exercised,
having regard to a combination of economy, efficiency and effectiveness ("Best Value"), and
the Contractor hereby agrees to assist the Council and (if directed by the Council) any
relevant Borough as each may reasonably require with any such review including:

(a) actively promoting, supporting and assisting the Council or relevant Borough in
meeting its Best Value duty in respect of the Services;

(b) assisting the Council or relevant Borough in conducting Best Value reviews and
considering the Best Value duty, as it applies to the Services, in the Annual Report
and the Business Development Plan; and

(c) adopting changes to the Services identified as achieving such purpose.

40.6 Without limitation to clauses 40.3 to 40.5 (inclusive), and in addition to the draft Business
Development Plan submitted by the Contractor to the Council prior to the Annual Review (in
accordance with clause 29.1 (Annual Report and Business Development Plan)), a minimum
of fifteen (15) Business Days in advance of the Annual Review meeting, the Contractor shall
provide the Council with written proposals to improve the provision and/or performance of the
Services (the proposals to be considered at the Annual Review) having specific regard to:

(a) technical, operational and organisational improvements and efficiencies in the

provision of the Services;

(b) cost-saving measures; and

(c) ways in which any increased costs (including those increased costs from
improvements to the Services variations to the Services, or otherwise) can be
mitigated or set off against savings and/or gains made elsewhere by the Contractor in
the provision of the Services.

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41 CUSTOMER RELATIONSHIP MANAGEMENT

41.1 The Contractor agrees to deliver the Services to support the Council's strategy of ensuring
that its communication and interaction with its customers are carried out in the most effective
manner. The Contractor shall comply fully with Schedule 16 (Communications and
Stakeholder Engagement).

41.2 The Contractor shall record and maintain details of all enquiries, requests for Services and
Complaints about the Services provided under the Contract, and shall deal with all such
enquiries, requests for Services and Complaints in a prompt, courteous and efficient manner
and in accordance with Schedule 15 (Service User Procedure). The Contractor shall make
every effort to correct any error or make good any failure, promptly, and within the agreed
rectification period.

41.3 The Contractor shall provide suitable and appropriately trained Staff to receive, record and
initiate remedial action in response to enquiries, requests for Services and/or Complaints
whether by telephone, electronically or by other methods of correspondence during normal
office hours.

41.4 The Contractor shall provide to the Council on a monthly basis (in accordance with its monthly
reporting obligations as set out in Schedule 6 (Reporting Requirements) and Schedule 15
(Service User Procedure)), and at any other time as requested by the Council, a summary
report detailing all customer enquiries, requests for Services and Complaints received,
categorised by Service Category and showing the status of the enquiry/request/Complaint,
time received, action required for rectification and time of rectification.

42 FORCE MAJEURE

42.1 In the event of a Force Majeure Event which causes the cessation of or substantial
interference with the reasonable performance of the Services, the affected Party shall notify
the other Party as soon as practicable.

42.2 The duty of the Contractor to perform the affected part of the Services and all obligations of
the Council that are affected by the Force Majeure Event shall be suspended until the Force
Majeure Event has ceased. The Council shall not be liable to make any payment to the
Contractor in respect of such suspension and any such sum already paid in respect of any
part of the Services not yet performed shall be held to the credit of the Council.

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42.3 The Parties shall at all times following the occurrence of a Force Majeure Event use all
reasonable endeavours to prevent and mitigate the effects of any delay and the Contractor
shall at all times during which a Force Majeure Event is subsisting take all steps in
accordance with Good Industry Practice to overcome or minimise the consequences of the
Force Majeure Event.

42.4 If the period of suspension under clause 42.2 lasts for longer than three (3) Months, either
Party may serve upon the other six (6) Months written notice of termination of the Contract.
Unless the Services have been resumed before the expiration of such notice, the Contract
shall terminate in accordance with such notice.

SECTION E: INSURANCE AND DIVISION OF LIABILITIES

43 INSURANCE

43.1 The Contractor shall maintain the following insurances from the Contract Date and for the
duration of this Contract:

(a) third party (public and products liability) insurance with a limit of indemnity of
£10,000,000 (ten million pounds sterling) in respect of any one occurrence in any one
(1) year and in the aggregate in respect of products liability;

(b) employers' liability insurance with a limit of indemnity of £10,000,000 (ten million
pounds sterling) in respect of any one occurrence;

(c) professional indemnity insurance with a limit of indemnity of £10,000,000 (ten million
pounds sterling) in respect of any one occurrence;

(d) material damage insurance for the full reinstatement value of the Contract Locations
and any works, on an "all risks" basis; and

(e) any other insurances which the Contractor is required by Legislation to maintain.

43.2 The Contractor shall ensure that its or their underwriters/insurers endorse the policies referred
to in clause 43.1 to prevent any exercise of rights of subrogation against the Council, its other
contractors and its or their staff and to include in respect of any liability insurances referred to
in clause 43.1 an indemnity to principals clause.

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43.3 The Contractor shall when required by the Council produce evidence satisfactory to the
Council of its compliance with the insurance obligations contained in this clause by production
of the current policies or such other documents as the Council shall stipulate.

43.4 The Council shall be entitled to notify the Contractor in writing that in its opinion any such
policy of insurance or self-insurance arrangement does not provide sufficient cover to comply
with this clause and to require the Contractor to provide such insurance as will so comply.

43.5 The Council is entitled to vary the insurance obligations of the Contractor as set out in this
Contract on reasonable notice to the Contractor.

44 RESPONSIBILITY FOR WASTE

44.1 The Contractor acknowledges and accepts its duty of care, pursuant to section 34 of the EPA
1990, in respect of all Contract Waste being handled by it.

44.2 Further to clause 44.1, and subject to clauses 44.3 and 44.4, the Contractor shall be
responsible for all costs associated with the acceptance, transportation, handling and transfer
of all Waste and materials accepted under the Contract to the Delivery Point and shall notify
the Authorised Officer of the tonnages of such Waste handled as part of its reporting
requirements set out in Schedule 1 (Specification) and in Schedule. 6 (Reporting
Requirements). The Boroughs shall be responsible for all costs associated with the disposal
and/or treatment of all such Waste and materials once such Waste and materials have been
delivered by the Contractor to the Delivery Point.

44.3 The Contractor shall be responsible for all costs associated with the acceptance,
transportation, handling, transfer and treatment of all Green Waste and shall notify the
Authorised Officer of all relevant details of contracts put in place in respect of the Contract
Waste as part of its reporting requirements set out in Schedule 1 (Specification) and in
Schedule 6 (Reporting Requirements).

44.4 The Contractor shall be responsible for all costs associated with the clearance of Fly Tipped
Material on/at the Contract Locations and shall notify the Authorised Officer of all relevant
details of contracts put in place in respect of the Contract Waste as part of its reporting
requirements set out in Schedule 1 (Specification) and in Schedule 6 (Reporting
Requirements).

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45 LIABILITY AND INDEMNITIES

45.1 The Contractor shall, subject to clause 45.2, be responsible for, and shall release and
indemnify the Council and its respective employees, agents and contractors on demand from
and against, all liability suffered or incurred by them or by the Boroughs for:

(a) death or personal injury;

(b) loss of or damage to property (including the Contract Locations and Council
Premises);

(c) breach of statutory duty; and

(d) actions, claims, demands, costs, charges and expenses (including legal expenses on
an indemnity basis),

which may arise out of, or in consequence of, the performance or non-performance by the
Contractor of its obligations under this Contract or presence at the Contract Locations or on
the Council Premises of the Contractor, a Sub-Contractor of the Contractor, their employees
or agents.

45.2 The Contractor shall not be responsible or be obliged to indemnify the Council or any other
person for:

(a) any of the matters referred to in clauses 45.1(a) to 45.1(d) which arise as a direct
result of the Contractor acting on the instruction of the Authorised Officer; or

(b) any injury, loss, damage, cost and expense caused by the negligence or wilful
misconduct of the Council, the relevant Borough, their employees, agents or
contractors or by the breach by the Council or the relevant Boroughs of their
obligations under this Contract.

45.3 The Contractor shall indemnify and keep indemnified the Council from and against any and all
loss or damage or civil liability suffered (including any loss or damage or civil liability arising
as a result of the termination of this Contract) and legal fees and costs (including any costs of
re-tendering of the Services) reasonably incurred by the Council or a Borough as a result of a
breach of the Contract by the Contractor including any act, negligence or default of the Staff.

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45.4 An indemnity by either Party under any provision of this Contract shall be without limitations to
any indemnity by that Party under any other provision of this Contract.

45.5 The Council shall in no circumstances be liable to the Contractor for any indirect,
consequential, economic or financial loss of any kind whatsoever which the Contractor
sustains in consequence of any failure on the Council's part to commission any volume of
work anticipated by the Contractor or in any other way to generate an anticipated level of
remuneration under the Contract.

45.6 Any information given to the Contractor in any plan, drawing, report, database, file or similar
information in Schedule 1 (Specification) is only given as a guide. The Contractor shall be
deemed to have obtained for itself all necessary information as to risks, contingencies and
any other circumstances which may have reasonably influenced or affected the Contractor's
tender. No claim against the Council shall be allowed whether in contract, in tort, under the
Misrepresentation Act 1967, or otherwise on the ground of any inaccuracy.

SECTION F: TERMINATION

46 TERMINATION ON CONTRACTOR DEFAULT

Council's Right to Serve a Default Notice

46.1 If a Contractor Default has occurred and the Council wishes to terminate the Contract (or any
part of it), the Council must serve a Contractor Default Notice on the Contractor identifying:

(a) the type and nature of the Contractor Default that has occurred, giving reasonable
details; and

(b) in the case of a Contractor Default in limbs (c), (d), (e), (f) and (g) that the Contract
will terminate on the Day falling ten (10) Business Days after the date on which the
Council issues the termination notice; and

(c) in the case of a Contractor Default other than limbs (c), (d), (e), (f) and (g) that the
Contract will terminate on the Day falling sixty (60) Business Days after the date on
which the Council issues the termination notice, unless the Contractor rectifies the
Contractor Default to the Council's reasonable satisfaction within sixty (60) Business
Days; and

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 (d) (in the case of partial termination) those parts of the Services that the Council wishes
to terminate.

46.2 In the case of a Contractor Default specified in clause 46.1(c), if the Contractor rectifies the
Contractor Default to the Council's reasonable satisfaction within the time period specified,
the termination notice will be deemed to be revoked and the Contract will continue.

46.3 If the Contractor fails to rectify the Contractor Default specified in clause 46.1(c), to the
Council's reasonable satisfaction within the time period specified in the termination notice, the
Contract (or such part of it as specified by the Council in the termination notice) may at the
Council's discretion terminate on the date falling sixty (60) Business Days after the date of
receipt of the termination notice.

Termination for Persistent Breach

46.4 If a particular breach, other than any breach for which Deductions have or could have been
made, has occurred more than three (3) times in any twelve (12) Month period then the
Council may serve a notice on the Contractor

(a) specifying that it is a formal warning notice;

(b) giving reasonable details of the breach; and

(c) stating that such breach is a breach which, if it recurs frequently or continues, may
result in a termination of the Contract (or any part of it).

46.5 If, following service of such a warning notice, the breach specified has continued beyond thirty
(30) Business Days or recurred three (3) or more times within the six (6) Month period after
the date of service, then the Council may serve another notice on the Contractor;

(a) specifying that it is a final waming notice;

(b) stating that the breach specified has been the subject of a warning notice served
within the six (6) Month period prior to the date of service of the final waming notice;
and

(c) stating that if such breach continues or recurs three (3) or more times within the six
(6) Month period after the date of service of the final warning notice, the Contract (or

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 any part of it) may be terminated.

46.6 A warning notice may not be served in respect of any breach which has previously been
counted in the making of a separate warning notice.

46.7 If, following service of a final warning notice pursuant to clause 46.5, a breach continues or
recurs three (3) or more times in the six (6) Month period after the service of such final
warning notice, then the Contract (or such part of it as specified by the Council) may at the
Council's discretion terminate on the date specified by the Council.

Termination for Persistent Breach (Customer Dissatisfaction)

46.8 If the Contractor fails to achieve the minimum scores for the Customer Satisfaction Survey, as
specified in SPI 1 in Appendix A (Service Performance Indicators) of Schedule 1
(Specification), for three (3) consecutive surveys (but it is agreed that a failure to achieve such
minimum score in more than one category in any Customer Satisfaction Survey in a single
Contract Year, shall only count as a single failure), then the Contractor shall be deemed to be
in breach of the Contract and the Council may serve a notice on the Contractor:

(a) specifying that it is a formal warning notice;

(b) stating the nature of the breach; and

(c) stating that the Contract (or any part of it) may be terminated due to the breach.

46.9 Following service of a formal waming notice pursuant to clause 46.8, then the Contract (or
such part of it as specified by the Council) may at the Council's discretion terminate on the
date specified by the Council.

47 TERMINATION ON COUNCIL DEFAULT

47.1 If a Council Default has occurred and the Contractor wishes to terminate the Contract, it must
serve a Council Default Notice on the Council within thirty (30) Business Days of becoming
aware of the Council Default.

47.2 The termination notice must specify the type of Council Default which has occurred.

47.3 The Contract will terminate on the day falling sixty (60) Business Days after the date the

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 Council receives the termination notice unless the Council rectifies the Council Default within
forty (40) Business Days of receipt of the termination notice.

48 TERMINATION ON CORRUPT GIFTS AND FRAUD

Corrupt Gifts and Fraud

48.1 The Contractor warrants that in entering the Contract it has not committed any Prohibited Act.

Termination for Corrupt Gifts and Fraud

48.2 If the Contractor or any Sub-Contractor (or anyone employed by or acting on behalf of any of
them) or any of its or their agents or shareholders commits any Prohibited Act, then the
Council shall be entitled to act in accordance with clauses 48.3 to 48.8 (inclusive).

48.3 If a Prohibited Act is committed by the Contractor or by an employee not acting independently
of the Contractor, then the Council may terminate the Contract by giving notice to the
Contractor.

48.4 If the Prohibited Act is committed by an employee of the Contractor acting independently of
the Contractor, then the Council may give notice to the Contractor of termination and the
Contract will terminate, unless within thirty (30) Business Days of receipt of such notice the
Contractor terminates the employee's employment and (if necessary) procures the
performance of such part of the Services by another person.

48.5 If the Prohibited Act is committed by a Sub-Contractor or by an employee of that Sub-

Contractor not acting independently of that Sub-Contractor, then the Council may give notice
to the Contractor of termination and the Contract will terminate, unless within thirty (30)
Business Days of receipt of such notice the Contractor terminates the relevant project
document and procures the performance of such part of the Services by another person.

48.6 If the Prohibited Act is committed by an employee of a Sub-Contractor acting independently of

that Sub-Contractor, then the Council may give notice to the Contractor of termination and the
Contract will terminate, unless within thirty (30) Business Days of receipt of such notice the
Sub-Contractor terminates the employee's employment and (if necessary) procures the
performance of such part of the Services by another person.

48.7 If the Prohibited Act is committed by any other person not specified in clauses 48.3 to 48.6,

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 then the Council may give notice to the Contractor of termination and the Contract will
terminate unless within thirty (30) Business Days of receipt of such notice, the Contractor
procures the termination of such person's employment and the appointment of their employer
(where not employed by the Contractor or the Sub-Contractors) and (if necessary) procures
the performance of such part of the Services by another person.

48.8 Any notice of termination under this clause shall specify:

(a) the nature of the Prohibited Act;

(b) the identity of the party whom the Council believes has committed the Prohibited Act;
and

(c) the date on which the Contract will terminate, in accordance with the applicable
provision of this clause.

49 CONSEQUENCES OF TERMINATION OR EXPIRY

49.1 Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of the Contract (including clause 14 (TUPE),
clause 15 (Pensions), clause 45 (Liability and Indemnities), this clause 49 (Consequences of
Termination or Expiry) and clause 51 (Handback)) shall remain in full force and effect.

49.2 Termination or expiry of the Contract 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 Contract which existed at or before the
date of termination or expiry.

50 INFORMATION ON RE-TENDERING

If requested to do so by the Authorised Officer, the Contractor shall forthwith provide to the
Council at the Contractors own cost any and all relevant information other than Confidential
Information and assistance, to permit the Council to prepare the necessary documentation in
respect of any subsequent tendering or re-tendering of the Services (in whole or in part)
and/or transferring the provision of the Services to any Borough or other service provider. The
information and assistance required shall be sufficient to enable the Council to meet its legal
obligations and to obtain the best value for money reasonably obtainable in a tendering
exercise. For the avoidance of doubt, this obligation shall extend to all workforce information

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 necessary to enable the Council to comply with its duties under TUPE if it is deemed that
these regulations shall apply.

51 HANDBACK

51.1 Exit Plan

On or before the Services Commencement Date, the Contractor shall provide an Exit Plan to
the Council that sets out in detail how the Contractor will carry out its obligations under this
clause 51 for the purposes of facilitating the transfer of the Service to the Council or any
successor to the Contractor on the expiry or termination. Any changes to the Exit Plan shall
be subject to the Council's approval. The Exit Plan shall comply with the detailed
requirements in Schedule 1 (Specification). The Contractor shall keep and update the Exit
Plan in accordance with the Services Delivery Plan and shall provide updated copies to the
Council for its approval.

Expiry or Termination

51.2 On termination or expiry of the Contract, the following provisions shall apply:

(a) the Contractor shall, without prejudice to on-going obligations expressly set out in the
Contract, cease on the Termination Date to perform those parts of the Services that
have been terminated;

(b) the Council shall not be under any obligation to make any further payment to the
Contractor and shall be entitled to retain any other payments which may have fallen
due to the Contractor before termination until the Contractor has paid in full to the
Council all sums due to the Council under or arising from the Contract; and

(c) the Parties shall comply with their respective obligations under the Exit Plan.

51.3 Upon termination or expiry of the Contract and as may be necessary before that date, the
Contractor shall provide such assistance to the Council or any successor to the Contractor as
the Council may reasonably require to ensure that the Council, the relevant Boroughs or any
such successor to the Contractor may enter into or enjoy the benefit of contracts equivalent to
the contracts to which the Contractor may then be a party in relation to the performance of the
those parts of the Services that are to be terminated with the relevant counterparties thereto.

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51.4 To the extent required by the Council on expiry or termination of the Contract the Contractor
shall in relation to any Contract Document or other contract relating to the performance of the
Services to which it may be a party, use reasonable endeavours to novate its interest
thereunder as the Council may direct (subject to the consent of the relevant counterparty
thereto, which the Contractor shall use its reasonable endeavours to procure).

51.5 The Contractor shall, to the extent and in the manner requested by the Council and only to the
extent so permitted by any Legislation or Guidance or any applicable regulatory body, on the
Termination Date assign and/or transfer any relevant consents or approvals to the Council or
another Borough, or as the Council may direct.

51.6 On termination or expiry of all or part of this Contract, the Contractor shall leave each
Contract Location and the plant and equipment used in the performance of the Services in the
condition required under the terms of the Contract having regard to:

(a) the level of maintenance that ought to have been carried out in accordance with the
Services Delivery Plan;

(b) the age of the plant and equipment; and

(c) the life expectancy of the plant and equipment when it was new.

and without prejudice to clause 51.8 failure to do so will permit the Council to arrange for this
work to be done by such persons as it may choose and the Contractor shall be required to
reimburse the Council for the reasonable cost of executing the works.

51.7 To the extent that the Services (or part thereof) will be provided by a party other than the
Contractor after the Termination Date, the Contractor shall give all reasonable co-operation to
such other party, the Boroughs and to the Council in this regard and, in the case of expiry,
shall in the last twenty-four (24) Months of the Contract Period provide such other party with
reasonable access to the Contract Locations and to the Assets.

Expiry

51.8 On expiry of the Contract, the following provisions shall apply:

(a) at least six (6) but no more than thirty-six (36) Months before the Expiry Date the
Parties shall meet to discuss the arrangements for implementation of the Exit Plan,

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 vacation of any Contract Locations by the Contractor and for the provision of the
Services following the expiry of the Contract;

(b) eighteen (18) Months prior to the Expiry Date the Council shall be entitled to carry out
a final survey of the assets used in the delivery of the Services to assess whether
they have been and are being maintained by the Contractor in accordance with its
obligations under the Contract;

(c) the Council shall notify the Contractor in writing a minimum of five (5) Business Days
in advance of the date it wishes to carry out the final survey. The Council shall
consider in good faith any reasonable request by the Contractor for the final survey to
be carried out on a different date if such request is made at least two (2) Business
Days prior to the notified date and the Contractor (acting reasonably) is able to
demonstrate that carrying out the final survey on the notified date would materially
prejudice the Contractor's ability to provide the Services;

(d) when carrying out the final survey, the Council shall use reasonable endeavours to
minimise any disruption caused to the provision of the Services by the Contractor.
The Contractor shall afford the Council (at no cost to the Council) any reasonable
assistance required by the Council during the carrying out of the final survey. The
cost of the final survey shall be borne by the Council;

(e) if the final survey shows that the Contractor has not complied with or is not complying
with its obligations under the Contract, the Council shall:

(i) notify the Contractor of the rectification and/or work which is required to bring
the condition of the assets to the standard they would have been in if the
Contractor had complied or was complying with its obligations under the
Contract; and

(ii) specify a reasonable period within which the Contractor must carry out such
work;

(f) if the Contractor has been notified under clause 51.8(e)(1) that rectification and/or
maintenance work is required the Council shall notify the Contractor of the sums that
it shall deduct from future payment to the Contract and pay into an interest bearing
account (the "Retention Fund Account") until the Contract has expired or
terminated;

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 (9) the Contractor shall carry out such rectification and/or maintenance work to the
Council's reasonable satisfaction within the period specified and any costs it incurs in
carrying out such rectification and/or maintenance work shall be at its own expense;

(h) if and to the extent that the Contractor carries out the necessary rectification and/or
maintenance work to the Council's reasonable satisfaction within the specified period,
the Council shall reimburse the Contractor's costs of so doing by returning the
equivalent sums held in the Retention Fund Account to the Contractor. If the amount
in the Retention Fund Account is insufficient to cover the Contractor's costs, the
Contractor shall bear the balance of its costs itself;

(i) if and to the extent that the Contractor fails to carry out the necessary rectification
and/or maintenance work to the Council's reasonable satisfaction within the specified
period, the Council shall be entitled to carry out itself, or procure, such rectification
and/or maintenance work at the Contractor's expense and shall make withdrawals
from the Retention Fund Account to pay for such work or, where there are insufficient
funds in the Retention Fund Account, make deductions from future payment to the
Contractor to pay for such work; and

(i) all the rectification and/or maintenance work identified by the Council has
been carried out to the Council's reasonable satisfaction; and

(ii) all such work has been paid for by the Contractor; and

(Hi) no other termination notice given in accordance with this Contract is

outstanding;

then the Council shall pay any credit balance on the Retention Fund Account to the
Contractor as soon as practicable.

SECTION G: DISPUTE

52 DISPUTE RESOLUTION

If any major dispute or difference of any kind shall arise between the Parties either Party shall
notify the other in writing as soon as is reasonably practical that a formal dispute has

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 occurred. In the event of such a dispute each Party shall appoint a designated representative
to meet to attempt to resolve the dispute. The representatives shall meet as often as is
necessary in order to gather and exchange all relevant information with respect to the matter
in issue. In the event that the designated representatives cannot reach agreement within ten
(10) Business Days they shall escalate their disagreement to the senior levels of management
within their respective organisations for resolution within a further ten (10) Business Days.

53 ARBITRATION

53.1 Subject to clause 52 being exhausted, it is hereby expressly agreed that, in the event of any
dispute which cannot be resolved amicably between the Parties, then the matter may be
referred to arbitration by either Party in accordance with the following provisions of this clause
53.

53.2 If the Parties fail to agree on the identity of an arbitrator within two (2) weeks of either Party
serving on the other a written notice to concur in the appointment of an arbitrator, then the
President or Vice President for the time being of the Chartered Institute of Arbitrators shall be
requested to appoint an arbitrator.

53.3 If an arbitrator declines the appointment, or after appointment is removed by order of a

competent court, or is, incapable of acting, or dies, and the Parties do not within one (1) Month
of the vacancy fill the vacancy, then the President shall appoint an alternative arbitrator to fill
the vacancy.

53.4 In any case where the President for the time being of the Chartered Institute of Arbitrators is
unable to exercise the functions conferred by this clause, the said functions may be exercised
by a nominee of the said institute.

53.5 In the case of any dispute or question as to the adequacy of the Contractor's occupational
pension scheme these shall be determined by reference to an independent arbitrator
appointed by the President of the Institute of Actuaries.

53.6 Any such reference to arbitration shall be deemed to be a submission to arbitration within the
meaning of the Arbitration Act 1996.

53.7 The arbitrator appointed shall have full power to open up, review and revise any decision,
opinion, instruction, direction, certificate or valuation of any Council officer which is not in
accordance with the Contract, and neither Party shall be limited in the proceedings before

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 such arbitrator to the evidence or arguments put before the Authorised Officer for the purpose
of obtaining the decision referred to above. Full weight shall be given to the power of the
Authorised Officer to exercise any discretion under specified provisions of the Contract.

53.8 The award of the arbitrator shall be final and binding on the Parties.

53.9 The giving of any decision shall not disqualify the Authorised Officer from being called as a
witness and giving evidence before the arbitrator on any matter whatsoever relevant to the
dispute or difference referred to arbitration.

53.10 Unless the Contract shall already have been terminated or abandoned the Contractor shall in
every case proceed with the Services with all due diligence and in accordance with the
Contract, and shall give effect forthwith to every such decision of the Authorised Officer
unless and until the same shall be revised by the arbitrator as provided above.

SECTION H: OTHER INFORMATION

54 NOTICES

54.1 Any notice served upon the Council shall be valid or effective if it is sent by recorded delivery
post or electronic mail to the Authorised Officer or delivered by hand to the Authorised Officer.

54.2 Any notice served upon the Contractor shall be valid and effective if it is sent by recorded
delivery post or electronic mail or delivered by hand to the Registered Office, principal place
of business, or the Contractor Premises from which the Services is performed or is delivered
by hand to a partner, director, or the Contract Manager.

54.3 Any such notice shall be deemed to have been duly served:

(a) if delivered by hand, when left at the proper address for service;

(b) if given or made by recorded delivery post, two (2) Business Days after being posted;
Or

(c) if sent by email on the day of sending unless the sender receives electronic
confirmation within twenty-four (24) hours of sending that the delivery was not
successful;

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 provided in each case that if the time of such deemed service is either after 4.00pm on a
Business Day or on a day other than a Business Day service shall be deemed to occur
instead at 10.00am on the following Business Day.

55 RIGHT TO SET-OFF

55.1 The Council will be entitled but not obliged at any time (without notice to the Contractor) to set
off any liability of the Contractor to the Council against any liability of the Council to the
Contractor (in either case howsoever arising and whether any such liability is present or
future, liquidated or unliquidated and irrespective of the currency) and may for such purpose
convert or exchange any sums owing to the Council into any other currency or currencies in
which the obligations of the Contractor are payable under the Contract. The Council's rights
under this clause will be without prejudice to any other rights or remedies available to the
Council under the Contract or otherwise.

55.2 For the avoidance of doubt, in the event that the Contractor fails to rectify a failure pursuant to
the Service Performance Indicators within the stated rectification period (if any), then the
Council may elect to rectify, or procure the rectification, of the failure and, in accordance with
clause 55.1, shall have the right to set off the costs incurred in undertaking such action
against any liability of the Council to the Contractor.

56 WAIVER

56.1 The failure or delay by the Council in exercising any right, power or remedy of the Council
under the Contract will not in any circumstances impair such right, power or remedy nor
operate as a waiver of it. The single or partial exercise by the Council of any right, power or
remedy under the Contract will not in any circumstances preclude any other or further
exercise of it or the exercise of any other right, power or remedy.

56.2 Any waiver of a breach of, or default under, any of the terms of the Contract:

(a) shall only be effective if given in writing by the Authorised Officer; and

(b) will not be deemed a waiver of any subsequent breach or default and will in no way
affect the other terms of the Contract.

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57 ASSIGNMENT AND SUB-CONTRACTORS

57.1 The Council shall be entitled to assign the benefit of this Contract or any part of it to any other
statutory body or member of the Partnership. The Council shall give reasonable notice to the
Contractor unless the assignment takes effect by operation of law.

57.2 The Contractor shall not be entitled to assign the whole or any part of the Contract to another
legal entity without the Council's express written consent from the Authorised Officer to the
proposed assignment (such consent only to be given at the Council's absolute discretion).
Any such consent must be sought in writing and at least three (3) Months' notice of the
proposed assignment must be given to the Authorised Officer.

57.3 The Contractor shall not sub-contract any part of the Services, without the prior written
consent of the Authorised Officer. Notwithstanding such consent, the Contractor shall not be
relieved from any liabilities or obligations under the Contract and shall be responsible for the
acts, omissions and breaches of any Sub-Contractor as fully as if they were the Contractor's
own.

57.4 Where consent to sub-contracting is granted, where the nature of services being provided
deems it appropriate, the Council may require the Contractor to have a Sub-Contractor sign a
collateral warranty with the relevant Borough.

57.5 Any contract or arrangement entered into by the Contractor in relation to the Services shall be
on a commercial basis, on then current market terms, on reasonable arms' length terms and
approved in writing in advance by the Authorised Officer.

57.6 The Contractor agrees that it shall pay each Sub-Contractor the monies described in any
invoice submitted to the Contractor by such Sub-Contractor within thirty (30) Days of such
invoice being approved by the Contractor.

58 CHANGE IN OWNERSHIP

58.1 The Contractor represents and warrants to the Council that at the date of the Contract the
legal and beneficial ownership of the Contractor is as set out in Schedule 3 (Contractor
Warranted Data) and that no arrangements are in place that have or may have or result in any
sale, transfer or disposal of any legal, beneficial, equitable or other interest in any or all of the
shares in the Contractor.

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58.2 The Contractor shall inform the Council as soon as reasonably practicable (and in any event,
within twenty (20) Business Days) of any Change of Ownership occurring.

58.3 The Council may, not more than twice in any Contract Year, or at any time when a Contractor
Default is outstanding, request that the Contractor inform it as soon as reasonably practicable
and in any event within twenty (20) Business Days of receipt of the Council's request for
details of any Change of Ownership.

59 CONFIDENTIALITY

59.1 The Contractor shall not during the Contract Period or at any time thereafter, other than for its
own purposes, make use of or disclose to any person (except as may be required by law),
any information contained in any material provided to it by the Council or a Borough pursuant
to the Contract or prepared by the Contractor pursuant to the Contract, all of which
information shall be deemed to be Confidential Information.

59.2 The Contractor shall not dispose nor part with possession of any material provided to it by the
Council or a Borough pursuant to the Contract or prepared by the Contractor pursuant to the
Contract, other than in accordance with the express written instructions of the Council.

59.3 The Contractor shall ensure the compliance of its Staff and Sub-Contractors with the
requirements of this clause.

59.4 The Council shall treat as confidential this Contract and all Confidential Information obtained
from the Contractor which is identified by the Contractor as Confidential Information and the
Council shall not disclose such Confidential Information to any third party other than in
circumstances where the Council is complying with its legal obligations without the express
written permission of the Contractor and shall otherwise protect it as it would if it were the
Council's Confidential Information.

59.5 These obligations of confidentiality shall not apply to information which:

(a) can be shown to be in the public domain before release to the receiving party; or

(b) becomes public knowledge other than by an act of default of the receiving party; or

(c) is in the possession of the receiving party without restriction in relation to disclosure
before the date of receipt from the disclosing party; or

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 (d) is independently developed by the receiving party without access to the Confidential
Information; or

(e) is received by the receiving party from a third party who has lawfully acquired or
developed it and who is under no obligation restricting its disclosure; or

is required to be disclosed pursuant to the FOIA.

59.6 For the avoidance of doubt nothing in the Contract shall prevent either Party from using data
processing techniques, ideas and know-how gained during the performance of the Contract in
the furtherance of its normal business, to the extent that this does not relate to a disclosure of
Confidential Information or an infringement of any Intellectual Property Right by that Party.

60 PUBLIC RELATIONS AND PUBLICITY

The Contractor shall not, by itself, its employees or agents and shall procure that its Sub-
Contractors and their employees and agents shall not make any press releases or
communicate with representatives of the press, television, radio or other communications
media on any matter concerning the contract with the prior written approval of the Authorised
Officer which it may in its absolute discretion withhold.

61 ADVERTISING

61.1 No advertisement of any description will be allowed on the premises (including the Council
Premises and the Contract Locations), vehicles, equipment, materials or consumables utilised
in the performance of the Services without the prior written consent of the Authorised Officer,
which shall not be unreasonably withheld or delayed. For the avoidance of doubt no political
advertising shall be allowed under any circumstances Any advertisement which is placed on
any premises (including the Council Premises and the Contract Locations), vehicles,
equipment, materials or consumables utilised in the performance of the Services shall be
promptly removed by the Contractor at the end of the Contract Period and the Contractor shall
make good any damage caused by such removal (at its own cost).

61.2 If required by the Authorised Officer, the Contractor shall cause Council Premises, Contract
Locations, equipment, materials and consumables utilised in the performance of the Services
to bear such advertisements, devices or insignia as the Authorised Officer may from time to
time notify in writing. In these circumstances, the Authorised Officer shall issue a Council
Variation Order to compensate the Contractor for additional costs involved.

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61.3 The Contractor shall not advertise the fact that it is providing services to the Council under the
Contract other than with the prior written permission of the Authorised Officer.

62 AGENCY

62.1 The Contractor is not and shall in no circumstances hold itself out as being the servant or
agent of any of the Boroughs (including the Council), or the Partnership for any purpose.

62.2 The Contractor is not and shall in no circumstances hold itself out as being authorised to enter
into any Contract on behalf of the Council or in any other way to bind the Council to the
performance, Variation, release or discharge of any obligation.

62.3 The Contractor's Staff are not and shall not hold themselves out as being, nor shall they be
held out by the Contractor as being, servants or agents of the Council for any purposes.

63 APPLICABLE LAW

63.1 The Contract and all its provisions shall be considered as a contract made in England and
Wales and shall be construed in accordance with English Law. Each Party agrees to submit
to the exclusive jurisdiction of the English courts as regards any claim or matter arising under
the Contract or the performance of the Services

63.2 The Contract is binding on the Council and its successors and assignees and on the
Contractor and its permitted assignees.

64 CHANGE IN LAW

The Contractor shall not be relieved of its obligations to supply the Services in accordance
with the terms of this Contract nor shall it be automatically entitled to an increase in the
Monthly Contract Payment as a result of a Change in Law. Any changes to the Services
and/or the Monthly Contract Payment as a result of a Change in Law shall be dealt with at the
Annual Review pursuant to clause 40 (Annual Review).

65 ASSISTANCE IN LEGAL PROCEEDINGS

65.1 If requested to do so by the Authorised Officer, the Contractor shall provide to the Council any
relevant information (including documentation and statements from Staff) in connection with
any legal inquiry, arbitration or court proceedings in which the Council may become involved,

128
 or any relevant disciplinary hearing internal to the Council, arising out of the provision of the
Services or the Contractor's presence on Council Premises, and the Contractor shall give
evidence in such inquiries, arbitrations, proceedings or hearings.

65.2 Where the Contractor or any of its Staff become aware of any incident, accident or other
matter which may give rise to a claim or legal proceedings in respect of the provision or failure
to provide the Services, it shall notify the Authorised Officer immediately in writing. Such
notification shall include all relevant information to enable the Authorised Officer to investigate
the matter fully.

65.3 Such information provided or reasonable assistance rendered pursuant to the obligation in
clauses 65.1 and 65.2, in whatever form, shall be at no cost to the Council.

66 ENTIRE AGREEMENT

66.1 The Contract constitutes the entire understanding and agreement relating to the subject
matter of the Contract and, save as expressly referred to or incorporated by reference,
supersedes all prior negotiations, submissions or understandings with respect to this subject
matter.

66.2 The Parties acknowledge that the Contract has not been entered into wholly or partly in
reliance on any warranty, representation or undertaking by any other party other than those
expressly set out in the Contract.

66.3 Nothing in this clause 66 will exclude any liability which one Party would otherwise have to
the other Party in respect of any statements made fraudulently.

67 SEVERANCE

If any provision of the Contract shall become or shall be declared by any court of competent
jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall
not in any way impair or affect any other provision all of which shall remain in full force and
effect.

68 BENCHMARKING

68.1 The Council may at any time implement a benchmarking exercise as an objective comparison
of the quality, performance, price and/or delivery of the Services with the provision of the

129
 same or similar services by a comparator group (which could include other local authorities
and industry).

68.2 Any benchmarking exercise shall be carried out in good faith and each Party to the Contract
shall act reasonably in relation to any such benchmarking exercise.

68.3 The Contractor will comply with requests to provide data for any benchmarking exercises
including data for costs and performance.

69 WHISTLEBLOWING

69.1 The Contractor will adopt and promote the 'whistleblowing' policy of the Council, the current
version of which is available from the Council upon request.

69 2 The Contractor will inform its Staff, including agency workers and Sub-Contractors, who may
have a concern about wrongdoing at work i.e. activities that harm clients of the Council,
colleagues working for the Council or the Council itself, that those concerns should be
reported to the named persons within the Council's whistleblowing policy. Wrongdoing covers
issues such as criminal offence, a failure to comply with a legal obligation, a miscarriage of
justice endangering the health or safety of an individual, damages to the environment or the
deliberate concealment of information tending to show one of these matters.

69.3 The Contractor will comply with the Public Interest Disclosure Act 1998 and shall have a
policy in place to encourage its Staff, including agency workers and Sub-Contractors to raise
concerns about wrongdoing within the Supplier and to protect them from victimisation or
discrimination.

70 CURRENCY

70.1 All payments under this Contract shall be in pounds sterling.

70.2 The Parties agree that any risk (financial or otherwise) arising from:

(a) the Euro ceasing to be used as a currency in any country in the world; and/or

(b) the European Economic and Monetary Union ending (in whole or in part),

shall be borne by the Contractor.

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71 ENFORCEMENT BY THIRD PARTIES

71.1 Subject to clause 71.2 and without prejudice to clause 14.11, the Parties do not intend that
any of the terms of this Contract will be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person not a party to it.

71.2 Any Borough and/or Future Service Provider shall be entitled to enforce the provisions of
clause 14 pursuant to section 1 of the Contracts (Rights of Third Parties) Act 1999 provided
that the Parties may vary the Contract without requiring the consent of any Borough and/or
Future Service Provider and need not comply with section 2(1) of the Contracts (Rights of
Third Parties) Act 1999.

72 COUNTERPARTS

This Contract may be executed in any number of counterparts, each of which when executed
and delivered shall constitute a duplicate original, but all the counterparts shall together
constitute the one agreement.

131
THIS DOCUMENT is executed as a deed and delivered on the date stated at the beginning of this
Deed.

THE COMMON SEAL OF

The MAYOR AND BURGESSES OF THE
LONDON BOROUGH OF CROYDON
was hereto affixed in the presence of:

Authorised Signatory

,-

Seal Number Q t., 3 43 5 L

EXECUTED as a DEED by
IDVERDE LIMITED
acting by:

Director 1,0AAAA„, o 0 u.s um se_Ak-evn

Director V4-6h tALksA €,S -cLetc_tc_e_

132
SCHEDULE 1

Specification

133
South London Waste Partnership

Lot 2 Specification

London Boroughs of Merton and Sutton

 CONTENTS

Paragraph Page

1 BACKGROUND AND INTRODUCTION 3

2 OVERALL SERVICE DELIVERY 6

3 GENERAL OBLIGATIONS 14

4 SPECIFIC SERVICE OUTPUT-BASED REQUIREMENTS 17

5 SERVICE CATEGORY A: HORTICULTURAL SERVICES 18

6 SERVICE CATEGORY B: SPORTS PITCHES SERVICE 34

7 SERVICE CATEGORY C: PLAY AND LEISURE FACILITIES SERVICES 39

8 SERVICE CATEGORY D: CLEANING AND GENERAL MAINTENANCE SERVICES 43

9 SERVICE CATEGORY E: EVENTS SERVICES 48

10 SERVICE CATEGORY F: ARBORICULTURE SERVICES 50

11 SERVICE CATEGORY G: CEMETERIES SERVICES 52

12 SERVICE CATEGORY H: NATURE CONSERVATION SERVICES 61

13 SERVICE CATEGORY I: AD HOC ASSET INVESTMENT AND PROJECT SERVICES 62

14 SERVICE CATEGORY J AD HOC COMMISSIONED LABOUR SERVICES 64

APPENDIX A SERVICE PERFORMANCE INDICATORS 65

APPENDIX B SERVICE CHARTER 74

APPENDIX C EXISTING SERVICES INFORMATION 76

APPENDIX D PERFORMANCE QUALITY MONITORING SYSTEM 81

APPENDIX E PERPETUAL CUSTOMER SURVEY 84

APPENDIX F AD HOC WORKS ORDERS 85

2
1 BACKGROUND AND INTRODUCTION

1.1 Introduction

1.1.1 This Schedule 1 (Specification) defines the Boroughs of Merton and Sutton's requirements for
the Services. The Contractor must perform the Services in accordance with all requirements
set out in this Schedule 1 (Specification) for the management and operation of the Lot 2
Services.

1.1.2 In this Specification, words and expressions shall have the meaning set out in the Conditions
of Contract

1.1.3 In the event of any inconsistency within this Schedule 1 (Specification) the following order of
precedence shall apply:

(a) the main body of Schedule 1 (Specification) and Appendix A (Service

Performance Indicators);

(b) Appendix B (Service Charter);

(c) the remaining Appendices.

1.2 Core objectives

1.2.1 The core objectives of the Contract are:

(a) To target optimum savings on the costs of service provision;

(b) To deliver residents a high performing service, achieving high levels of

customer satisfaction;

(c) To provide improved environmental and carbon outcomes in the way in which
environmental services are delivered; an

(d) To engage constructively with a wide range of stakeholders and to continue to

value and promote their involvement in the Services.

1.3 Extent of Services

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1.3.1 The Contractor shall perform the Services in accordance with this Specification and the
Services Delivery Plan within the administrative areas of the Boroughs of Merton and Sutton.
Appendix H1 and H2 contain list of the Sites in which the Services shall be carried out.

1.4 Service Charter

1.4.1 The Contractor shall adhere to the standards set out in the Service Charter for those elements
of the Services to which such standards are applicable.

1.5 Services Delivery Plan

1.5.1 The Contractor shall deliver the Services in accordance with the Services Delivery Plan
throughout the Contract Period. Any proposed amendments to the Services Delivery Plan
shall be dealt with in accordance with clause 17.3 (Services Delivery Plan) of the Conditions
of Contract.

1.6 Liaison and Reporting

1.6.1 The Contractor shall monitor and report on its delivery of the Services in accordance with
Schedule 6 (Reporting Requirements).

1.6.2 The Contractor shall provide the Council with full access to the Contractors operational
systems and records and to real-time information regarding the delivery of the Services, as
more fully expressed within paragraph 2.5

1.6.3 To enable Boroughs to recharge the cost of some services to third parties, the Contractor shall
provide to the Authorised Officer Bills of Quantity, which shall be in a suitable format which
meets the requirements of Schedule 6 (Reporting Requirements), for the provision of
Services carried out at:

(a) All Merton Additional Works as set out at Appendix H21;

(b) Sutton Housing Partnership Sites as specified at Appendix H22;

(c) All Sutton Additional Sites as set out at Appendix H1;

(d) Mitcham Common and Mill Green as specified within Service Category H: Nature
Conservation of this Specification, and at Appendix NC6;

4
(e) Merton and Sutton Joint Cemetery, Bandon Hill Cemetery, Cuddington Cemetery
and Sutton Cemetery, as specified within Service Category G: Cemeteries Services
of this Specification;

(f) And any other service elements as directed by the Authorised Officer.

5
2 OVERALL SERVICE DELIVERY

2.1 Operation of Compliant Services

2.1.1 The Contractor shall operate the Services in accordance with:

(a) the measurement and frequency standards set out in Appendix H4;

(b) the method statements in the Services Delivery Plan setting out the Contractor's
methodology for compliance with all applicable Legislation and the relevant
standards referred to in (a) above;

(c) the joint Merton and Sutton quality standards, containing photographs of main sites
and key features in Appendix H24.

(d) Good Industry Practice as set out in Appendix H3.

2.1.2 The condition of Sites at Services Commencement shall be as set out within Appendix H24
(Joint Quality Standards). Sites or features that are dilapidated and significantly below the
required standards set out in Appendix H24 at Services Commencement, shall be dealt with
on a case by case basis between the Authorised Officer and Contractor mutually agreeing the
required corrective action, if any, and the timeframe in which such action is to be taken.

2.1.3 In the event that new sites are adopted by the Council, which do not meet the quality
standards set out within Appendix H24 for similar sites, either this shall be accepted as not
meeting the appropriate quality standard, and shall be managed in accordance with the
instructions of the Authorised Officer, or, a programme for restoration and maintenance of the
site shall be agreed with the Authorised Officer.

2.2 Performance

2.2.1 The Contractor's performance under this Contract shall be reviewed against this Specification,
Schedule 4 (Services Delivery Plan), the Service Performance Indicators, and the
Performance Quality Monitoring System.

2.2.2 The Service Performance Indicators, and the Deductions imposed as a consequence of a
failure by the Contractor in accordance with the Service Performance Indicators, are detailed
in Appendix A to this Specification. The payment of any Deductions shall be dealt with in

6
 accordance with Schedule 5 (Payment Mechanism).

2.2.3 Incurring Deductions may constitute a Contractor Default in accordance with the provisions set
out in the Contract.

2.2.4 The Service Performance Indicators may be reviewed by the Parties in accordance with
clause 34 (Performance Monitoring) and clause 40 (Annual Review) of the Conditions of
Contract. Changes to Service Performance Indicators shall be kept to a minimum to ensure
continuity of data collection and to establish performance trends.

2.2.5 The Performance Quality Monitoring System ("PQMS") is detailed in Appendix D to this
Specification. Any payments due in any Contract Year shall be dealt with in accordance with
Schedule 5 (Payment Mechanism).

2.2.6 The PQMS may be reviewed by the Parties in accordance with clause 34 (Performance
Monitoring) and clause 40 (Annual Review) of the Conditions of Contract. Changes to the
PQMS shall be kept to a minimum to ensure continuity of data collection and to establish
performance trends.

2.3 Quality Assurance

2.3.1 The Contractor shall be required to maintain accreditation under BS EN ISO 9001:2008 (as
amended) with an appropriate organisation approved by the National Accreditation Council for
Certification Bodies throughout the Contract Period, and shall ensure that any sub-contractor
shall do the same.

2.3.2 At the Annual Review, the Contractor shall provide the Authorised Officer with:

(a) Valid copies of all relevant quality assurance certification for the next twelve (12) months;
and,

(b) Copies of the results of any quality audits (both internal or external), along with details of
any non-conformities;

(c) Business Development Plan (proposed changes, enhancements or development to

Services);

2.3.3 The cost of obtaining and providing copies of such documents shall be borne by the

7
 Contractor.

2.3.4 From time to time after certification, the Council may carry out quality audits of the Contractor.
The Council may employ an organisation approved by the National Accreditation Council for
Certification Bodies to carry out such audits and will inform the Contractor seven (7) days prior
to the start of any quality audit of the name of any such organisation. The Contractor shall
make all the necessary Staff, Contract Locations, records, and documents available to the
approved organisation at no cost to the Council (or the Boroughs).

2.4 Customer Care

2.4.1 The Contractor shall ensure that its employees, whether directly employed or sub-contracted,
provide the highest possible standards of customer care at all times.

2.4.2 The Contractor shall:

(a) Respond to service requests, complaints, requests made under the Freedom of
Information Act and Councillor and MP enquiries, in line with Schedule 15 (Customer
Procedure);

(b) ensure that none of its Staff, whether directly employed or sub-contracted, accepts any
gratuity offered voluntarily by any Service User or member of the public, manager or
employee of any commercial organisation in the Boroughs;

(c) Ensure that none of its Staff, whether directly employed or sub-contracted, asks any
Service User or member of the public, manager or employee of any commercial
organisation in the Boroughs for a gratuity in relation to any of the Services provided;

(d) Conduct an investigation in relation to any complaints received from any Service User or
any member of the public, manager or employee of any commercial organisation in the
Boroughs suggesting that the Contractor's Staff, whether directly employed or sub-
contracted, have put any pressure on them to obtain a gratuity; and

(e) Ensure that all Staff, whether directly employed or sub-contracted, wears name badges
and uniform to agreed standards and maintain appropriate standards of behaviour for a
service that engages directly with the public.

2.5 ICT

8
2.5.1 The Contractor will utilise its own ICT solutions and make available to the Boroughs all such
access as is required in order to fulfil its reporting and transparency obligations under the
Contract and in order to facilitate monitoring by or on behalf of the Boroughs Access for or on
behalf of the Boroughs shall be in accordance with Schedule 4 (Services Delivery Plan), and
should be web-based, allowing access through a secure (https) connection, or as otherwise
agreed with the Authorised Officer.

2.5.2 The Contractor shall provide the information set out in Schedule 4 (Services Delivery Plan) on
their data centres and networks (including those of third parties where data is to be hosted or
viewed); any changes to these arrangements shall be agreed with the Authorised Officer and
the Contractors shall update Schedule 4 (Services Delivery Plan) accordingly.

2.5.3 Front-end online customer contact will be provided by the Boroughs in order to meet their own
customer contact strategies.

2.5.4 The Contractor shall provide a set of APIs that shall support all the Service User transactions
associated with the Services, and shall be capable of transmitting the required 2-way data.
These transactions and the associated API set will be specified and agreed with the
Authorised Officer and set out within Schedule 4 (Services Delivery Plan).

2.5.5 Where the Contractor is managing the complete end-to-end customer relationship, and in any
event where Service Users are dealt with directly, appropriate customer contact metadata
must be returned to the Boroughs where required, preferably to the CRM, GIS or related back-
office system. Initial Service User contact must be via the Boroughs' online customer interface,
and the Contractor's system must interface with the Boroughs' website. This is to ensure
customer contact and communications remains aligned to other types of customer contact
managed by the Boroughs.

2.5.6 Where Service Users are undertaking transactions though any online customer contact
interface provided by the Contractor, such interface must be branded to each individual
Borough's requirements in accordance with Schedule 16 (Communications Strategy) and as
agreed with the Authorised Officer. The interface must be implemented with a 'responsive
design' that adapts to support access from any device format, including, but not limited to
tablets and smartphones.

2.5.7 All Service User accessible online systems shall provide single-sign on authentication with
each Borough's systems to ensure a seamless customer journey. For example, customers
authenticating to a Borough's CRMPMy Account' service will not need to re-authenticate in

9
 order to access, update or process requests, information or customer data relating to the
Services provided by the Contractor and their related front or back-end systems.

2.5.8 The Contractor shall provide real-time status information on service activities which shall be
made available to the Boroughs through the API set. The activities for which real-time
information is required will be specified and agreed with the Authorised Officer and set out
within the Services Delivery Plan. The Services Delivery Plan will also specify the maximum
acceptable time lag between the activity being carried out and the information being available
to the Boroughs through the API set.

2.5.9 Where the Services provided by the Contractor require the use of master data sets owned and
maintained by the Boroughs, such as LLPG and LSG, the Contractor will set out in their
Services Delivery Plan which data sets are required and agree with the Authorised Officer how
each data set will be provided to the Contractor and on what frequency.

2.5.10 Where control of a master data set is transferred to the Contractor as part of the Services, the
Contractor shall maintain the data integrity of the master set and ensure that regular updates
of the data set are returned to the Boroughs. The master data sets must be described in a
document (the Master Data List) which provides a list for each Borough of such master data
sets, how these were extracted, and the frequency of update required. Such data sets, and
the mechanism, frequency and formats for data transfer, will be agreed with Authorised Officer
and will be specified in the Services Delivery Plan or the ICT Implementation Plan.

2.5.11 The Contractor shall act in accordance with the with Schedule 16 (Communications Strategy)
to ensure that (where applicable) Boroughs sign-off on the communications which are sent to
Service Users.

2.5.12 The Contractor shall record any complaints, compliments or other feedback received from
members of the public relating to work required, in progress or completed, as set out more
fully within Schedule 15 (Service User Procedure) in electronic format. The Contractor shall
provide the Boroughs with access to this information via direct access to the Contractors
recording system, or through the API set.

2.5.13 The Contractors system must be capable of providing the information required by the
Boroughs, as set out within Schedule 6 (Reporting Requirements); the system must use a
suitable reporting mechanism to provide meaningful reports, and must provide the information
in a suitable format to enable Boroughs to monitor the Contractors performance.

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2.5.14 Borough staff shall have access to the Contractor's system; such access shall include the
ability to create custom reports. The Contractor shall provide the Boroughs' staff with training,
as required, on how to create such reports; such training shall be provided at no additional
cost to the Boroughs.

2.5.15 The Contractor shall create a number of custom reports as required for the management of
the Contract, in accordance with Schedule 6 (Reporting Requirements) and set out within the
Services Delivery Plan. The Contractor shall ensure that Boroughs are able to extract
information and reports from the Contractor's system in standard formats, at a minimum, .csv.

2.5.16 The Contractor shall be responsible for any and all ICT costs incurred by the Boroughs and
Contractor in the event that the Contractor should relocate its offices, data centre or any other
related infrastructure.

2.5.17 The software shall be capable of providing an extract of all data relevant to the operation of
the Services upon expiry or termination of the Contract, for transfer to an alternative system or
service provider. This will include information relating to works carried out for the twenty-four
(24) Month period prior to the date of expiry or termination of the Contract for historical and
reporting purposes. In addition, the Contractor shall provide the Boroughs (and any alternative
system or service provider) with access to the Contractor's software for a period of one (1)
year from the date of expiry of termination of the Contract (or as otherwise agreed between
the Parties), to enable the completion of works carried out close to the end of the Contract
Period, as well as for the production of final ad-hoc or routine reporting.

2.5.18 Upon expiry or termination of the Contract the Contractor will, in agreement with the relevant
Borough, return the data to the Council securely and in such a format and such media as the
Council may require in accordance with the Contract.

2.5.19 The Contractor shall conform to Boroughs' minimum standard requirements for ICT.

2.5.20 The Contractor shall ensure that the ICT systems used in the provision of the Services shall
operate sufficient controls in order to ensure the security and integrity of the data being
managed on the Boroughs' behalf. This should include but not be limited to:

(a) the creation and deletion of users (i.e. the 'user lifecycle');

(b) enforced password management and adequate password controls; and

11
 (c) regular data back-ups and tested restore processes.

2.5.21 If the Contractor, their staff or any third party requires access to the Boroughs' networks and
data, they must agree to and comply with the Boroughs' third party access policies.

2.5.22 Where the Contractor takes payments from Service Users, the Contractor must be fully
compliant with 'Payment Card Industry Data Security Standards' (as updated, developed or
amended from time to time), and in addition, in the case of direct debit payments, must
operate in accordance with most recent direct debit guarantee scheme regulations (as
updated, developed or amended from time to time).

2.5.23 The Contractor shall provide a service that meets the data standards under the Models,
Taxonomies, APIs and Data defined by the Department for Communities and Local
Government Local Waste Service Standards Project, by the relevant Services
Commencement Date, or a later date if agreed with the Authorised Officer. The Contractor
shall set out a plan for how and when it could meet this requirement, and shall detail any extra
costs that would be required to fully implement this standard, as part of its Services Delivery
Plan.

2.5.24 The Contractor shall give all Boroughs a minimum of six (6) weeks' advanced notice in writing
of any planned changes, or downtime that may affect any part of the Services more fully
described in paragraphs 2.5.4, 2.5.7 and 2.5.8 of this Specification. In the event that such
advanced notice is not possible, then the planned changes and/or downtime may only take
place with the prior written approval of the Authorised Officer.

2.5.25 In the event of any planned changes and/or downtime taking place (pursuant to paragraph
2.5.24), then the Contractor shall ensure that:

(a) all system changes shall be evaluated prior to being applied to the live
environment/system, and all patches shall be tested prior to installation in the test
environment;

(b) a log shall be kept of any changes made to the system indicating what the
change is, the data impact and the length of any downtime; and

(c) a best practice process for change management shall be followed, and any
change advisory group shall a minimum of one representative from each Borough
as part of the approval group for all changes.

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2.5.26 The Contractor shall supply a technical support function accessible by Borough ICT support
teams to report system downtime relating to API connections or data transfers, or major
functionality that is unavailable due to unavailability of the Contractor's or their third parties'
systems. This support function will provide telephone access to appropriate technical and
decision-making staff supporting the Contractor's or their third parties' systems. The
Contractor shall provide an out-of-hours support function and shall outline the level of support
available outside of core operating hours.

2.5.27 The Contractor shall adhere to the agreed ICT Implementation Plan and Design Completion
Longstop Dates for each Borough.

2.5.28 The Contractor shall adhere to an agreed Business Continuity Plan and system disaster
recovery plans.

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 3 GENERAL OBLIGATIONS

3.1 The General Obligations (set out in paragraph 3.3 below) apply across the full scope of the
Services and the Service Categories.

3.2 There will be no distinct payment for the provision of the General Obligations; the Contractor is
required to absorb the cost of meeting the General Obligations within the provision of the
Services

3.3 The Contractor shall:

3.3.1 Ensure that all Services are mobilised in accordance with the Mobilisation Plan;

3.3.2 Maintain and, where necessary, acquire the appropriate equipment required for each
Service Category in order to provide the Services;

3.3.3 Ensure that all vehicles, plant and equipment are liveried in line with the agreed
standards set out in Schedule 16 (Communications Strategy) and are in a presentable
condition at all times;

3.3.4 Ensure that all Staff, whether directly employed or sub-contracted, are appropriately
trained for their roles and tasks (and such training to be up to date at all times) and that
Staff translate this training into competent service provision;

3.3.5 Ensure that all Sites are Open by the Allocated Opening Time, and closed by the time
specified in Appendix CG2 and CG3, maintaining the existing level of security (or
complying with any arrangements as agreed with the Authorised Officer from time to
time);

3.3.6 Ensure that all locks and hinges are in good condition and that the mechanisms are freely
moving at all times and shall report any damage to the Authorised Officer,

3.3.7 Regularly inspect all Contract Locations and promptly and proactively deal with any
issues within the scope of the Services Where beyond the scope of the Services the
Contractor shall report the fault or issue to the Authorised Officer without delay.

3.3.8 Enforce parks bye-laws where appropriate;

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3.3.9 Regularly inspect all assets within the Sites as set out within Schedule 4 (Services
Delivery Plan)and at Appendix H1 and H2, and report where action is necessary, to
ensure that all such assets are operational and safe to use at all times in accordance with
Schedule 6 (Reporting Requirements).

3.3.10 Repair and maintain all assets within Sites including, bollards, bins, benches, BBQ bins,
notice boards, signs, playground equipment, goal posts, sports equipment, fences gates,
locks (ensuring all keyholders are issued with a replacement key as required), walls,
stonework, paving, paths, roadways and lighting.

3.3.11 The Contractor shall actively participate in regular site inspections and liaison meetings
with the Boroughs, and address issues raised in compliance with the applicable
rectification period agreed with the Authorised Officer and in accordance with Schedule 6
(Reporting Requirements).

3.3.12 The Contractor shall work with the Boroughs to make recommendations on fees and
charges for all sports, play, and leisure facilities. The Contractor will advise on price and
promotional activities to increase participation.

3.3.13 The Contractor shall provide the Guaranteed Income Payment in accordance with
paragraph 13 of Schedule 5 (Payment Mechanism). Additional income shall be shared
with the Boroughs in accordance with paragraph 14 of Schedule 5 (Payment
Mechanism).

3.3.14 Manage and maintain lighting attached to sports facilities, depots, and pavilions. Minimise
the use of pesticides and herbicides wherever possible;

3.3.15 Deliver the Services in a resource efficient manner in line with Sutton's One Planet
approach;

3.3.16 Contribute to the Borough's open space policies contained at Appendix RSS4 and RSS5
as requested by the Authorised Officer;

3.3.17 Deploy technology that supports the service delivery and reporting as set out within
Schedule 4 (Services Delivery Plan);

3.3.18 Assist Merton and Sutton in responding to emergency response and extreme weather
conditions (or practice drills) in line with the Boroughs' respective Emergency Response

15
 Plans;

3.3.19 Provide an emergency response service when required by the Authority. The Contractor
is not required to have staff on-call except for tree emergencies, where an on-call
arrangement is specified. In the event of an emergency, The Contractor is expected to
redeploy staff during normal working hours as requested by the Authorised Officer and at
no additional cost to the Boroughs.

3.3.20 Assist in making areas safe following emergency events;

3.3.21 Forward on any filming requests received to the Authorised Officer;

3.3.22 Comply at all times with the following safety requirements:

(a) Maintain safe playgrounds, parks, water courses, buildings and other assets;

(b) Carry out risk assessments for any relevant task;

(c) Carry out tasks in a safe manner in line with the relevant risk assessment;

(d) Rectify any health and safety failure to the Authorised Officer's reasonable
satisfaction, and;

(e) Address (to the Council's reasonable satisfaction) any of the issues highlighted in
any health and safety audit.

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4 SPECIFIC SERVICE OUTPUT-BASED REQUIREMENTS

4.1 Introduction to Service Specific Category Requirements

4.1.1 Paragraphs 5 to 13 (inclusive) describe the high level service elements and minimum
expectations for each of the Service Categories. The requirements for each Service Category
are in addition to the General Obligations.

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5 SERVICE CATEGORY A: HORTICULTURAL SERVICES

5.1 Introduction

5.1.1 This Service Category covers some of the most visible and defining aspects of the Sites and
the Contractor shall achieve the quality standard that the Council expects as set out in
AppendixH4 and Appendix H24 and in accordance with Good Industry Practice as set out at
Appendix H3. There are two categories of site maintenance, High Quality and Standard
Quality, which are shown in Appendix H1 for Sutton and Appendix H2 for sites for Merton.

5.2 Requirements

5.2.1 The Contractor is required at all Sites (as applicable) to provide and maintain all plants, shrubs
and grassed areas. Planting is to be carried out seasonally as appropriate, and all plant
material including shrubs, roses, perennials, bulbs, and corms; shall be supplied in
accordance with the relevant British Standards, and shall be pest and disease free.

5.2.2 The Contractor shall adopt a policy of minimal use of herbicides. Herbicides should only be
applied under exceptional circumstances where manual weed control is impractical, and only
after the consent of the Authorised Officer has been given.

5.2.3 Grass areas, as outlined in Appendix H1 for Sutton and Appendix H2 for Merton, should be cut
in accordance with the measurement and frequency standards set out in Appendix H4.

5.2.4 The Contractor shall adhere to Green Flag principles when maintaining the following sites:

(a) Sutton: Cheam Park, Oaks Park, The Grove, Manor Park, Beddington Park and The
Grange;

(b) Merton: Colliers Wood Rec, Dundonald Rec, John Innes Park, Sir Joseph Hood Memorial
Playing Fields, and South Park Gardens.

5.2.5 The Contractor shall draw up Green Flag management plans as requested to do so by the
Authorised Officer, and in consultation with Organised Groups.

5.2.6 The Contractor shall plant and maintain formal gardens and garden features contained within
all parks, to existing character and specification, and in accordance with the relevant Good
Industry Practice set out in Appendix H3.

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5.3 Pests

5.3.1 The Contractor shall maintain an environment predominantly free of pests (such as rats and
mice).

5.4 Horticultural Pests, Diseases, and Invasive Species

5.4.1 The Contractor shall manage and control all horticultural pests, diseases, and invasive
species, including but not limited to; mildew, aphids, blackspot and Japanese knotweed.

5.4.2 The Contractor shall maintain all plants and young trees in a healthy condition, free from pests
and diseases by recognised cultural methods. In the case of an outbreak of canker or any
disease, this shall be reported to the Authorised Officer within 48 hours.

5.4.3 The Contractor shall identify, manage and treat Japanese knotweed and invasive species on
Sites, in accordance with the Invasive Species Management Plan as set out within Schedule
4 (Services Delivery Plan).

5.4.4 The Contractor shall maintain records of all known infestations and the control treatment
carried out and report this monthly to the Authorised Officer.

5.4.5 For the avoidance of doubt, the Contractor shall not be liable for damage caused to
neighbouring properties as a result of invasive species infestation, unless such infestations are
proven to be as a result of the Contractor's mismanagement or failure to address problems
arising from a known infestation.

5.5 New Horticultural Features

5.5.1 The Contractor shall develop and create horticultural features (such as new flower beds) on
an ad hoc basis, as required by the Authorised Officer from time to time. The cost of providing
the new features will be paid for by the client, including the cost of plants and materials. The
cost of labour will only be paid for if additional labour is required and work cannot be
completed within existing resources For the avoidance of the doubt, the parties shall agree
any additional associated cost before new horticultural features are commissioned.

5.5.2 The Contractor shall maintain additional features within the core payment without additional
payment.

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5.6 Grass Cutting

5.6.1 Highways and open space grass cutting shall be carried out in accordance with the table set
out in Appendix H4 and shall adhere to the Good Industry Practice as described in Appendix
H3 and the joint Merton and Sutton standards set out in Appendix H24.

5.6.2 The Contractor shall ensure that all machinery used for mowing is kept sharp and properly set
to cut the sward cleanly and evenly to the specified cutting height.

5.6.3 The Contractor shall ensure mowing teams are coordinated so that when grass mowing
commences on a site, main areas and back up mowing shall be completed promptly and
within 24 hours. This shall include all grass cutting tasks including strimming along the base
of walls, fences, around obstructions and clearance of arisings.

5.6.4 On larger sites where the whole area cannot be completed within a day, the Contractor shall
complete all mowing within any part of the site before moving onto the remaining parts of the
site.

5.6.5 Upon completion of grass mowing at a site, no arisings shall remain on footways, roads or
hard-surfaced areas.

5.6.6 All grassed banks should be treated as rough cut set out in Appendix H4.

5.6.7 The Contractor shall exercise caution when strimming around trees, shrubs and any other
obstacle or plant material. All grass arisings from the cutting or strimming operations shall be
retumed to the grass sward.

5.6.8 The Contractor shall report to the Authorised Officer incidents of broken or damaged fumiture,
fences or similar which prevent the completion of the mowing operation.

5.6.9 Prior to each mowing operation, the Contractor shall clear all stones, litter, molehills and other
deleterious material and arrange for suitable disposal of any inorganic or dangerous materials.

5.6.10 The Contractor shall allow for the cutting off of all seed heads of grasses and weeds during
each cut.

5.6.11 The Contractor shall maintain the grass edges of beds, hedge bases, hard surfaces and
channels to their original and defined shape and dimensions. Once every year bed edges, tree

20
 pits and hedge bases shall be cut vertically to a depth of 100mm in relation to the surrounding
surface, using a half-moon edging tool or an approved machine, retaining the original shape
and dimensions.

5.6.12 The Contractor shall maintain grass areas in which flowering bulbs have been planted or have
become naturalised and shall not cut these back until at least 6 weeks after flowering, at which
time the Contractor shall remove the bulb foliage in order to return the area to the same height
as the surrounding grass areas.

5.6.13 The Contractor will not commence mowing operations in drought conditions without first
obtaining direction from the Authorised Officer on the height of cut to be used. During period of
prolonged dry weather conditions or extreme wet weather where the ground conditions are
such that the ground could be damaged or safety compromised, and the Contractor wishes to
suspend mowing, the Contractor will seek approval from the Authorised Officer.

5.7 Bulb Planting and Naturalising

5.7.1 The Authorised Officer may arrange for naturalised bulb planting within grassed areas,
whereupon bulbs will be scattered over the area specified. The Contractor shall maintain these
new areas as set out in the grass mowing paragraph 5.6

5.7.2 Bulbs will be planted evenly and to the appropriate depth, with the growing point uppermost.

5.8 Hedges

5.8.1 The Contractor shall maintain hedge bases and keep them substantially free of litter, debris,
and undesirable weed species, including but not limited to sycamore.

5.8.2 The width at the top of the hedge shall be slightly less than at the base. Where hedges
obstruct roads, paths, or windows, the Contractor will cut back the nuisance growth at each
site maintenance visit. The Contractor shall cause minimum disturbance to nesting birds and
wildlife in compliance with the Wildlife & Countryside Act 1985.

5.8.3 The Contractor shall make all cuts cleanly and remove any ragged edges using a sharp blade
except where flails are used. The Contractor shall cut back the current growth to the point of
the previous cut, and the hedge shall be trimmed, pruned back to the same height, width and
general shape as that which existed at the completion of the last trim, but shall not exceed the
height specified unless instructed by the Authorised Officer. All hedges shall be cut both sides

21
 and top except hedges that abut private land which shall be cut on one side and top.

5.8.4 The Contractor shall remove all suckers, self-set trees or shrubs, brambles and ivy which are
not part of the hedge, by grubbing out, or cutting back to ground level and treating with stump
killer.

5.8.5 The Contractor shall leave grass edges adjacent to hedges neat, vertical, tidy and weed free
at the time of cutting. The Contractor shall ensure sight lines remain unobstructed including
encroachment onto pathways, windows and handrails.

5.9 Ornamental and Formal Hedges within Parks and Open Spaces

5.9.1 The Contractor shall maintain hedge bases and keep them substantially free of litter, debris,
and undesirable weed species, including but not limited to sycamore. Hedge trimming will be
carried out at a sufficient frequency to maintain the character and formal appearance of the
hedge. For example boundary hedges of privet will require more frequent trimming than yew
or beech and box edging hedges around formal beds will need to be regularly trimmed to
maintain their sharp edges and size.

5.9.2 The width at the top of the hedge shall be slightly less than at the base. Where hedges
obstruct roads, paths, or windows, the Contractor will cut back the nuisance growth as
required between main hedge trimming operations. The Contractor shall comply with the
requirements of the Wildlife & Countryside Act 1985 in respect of the timings of its cutting
operations and nesting birds.

5.9.3 The Contractor shall make all cuts cleanly and remove any ragged edges using a sharp tool.
The Contractor shall cut back the current growth to the point of the previous cut, and the
hedge shall be trimmed, pruned back to the same height, width and general shape as that
which existed at the completion of the last trim, but shall not exceed the height specified
unless instructed by the Authorised Officer. All hedges shall be cut both sides and top except
hedges that abut private land which shall be cut on the authority's side and top.

5.9.4 The Contractor shall remove all suckers, self-set trees or shrubs, brambles and ivy which are
not part of the character of the hedge, by grubbing out, or cutting back to ground level and
treating with an approved stump killer.

5.9.5 The Contractor shall leave grass edges adjacent to hedges neat, vertical, tidy and weed free
at the time of cutting. The Contractor shall ensure sight lines remain unobstructed including

22
 encroachment onto pathways, windows and handrails and similar infrastructure.

5.10 Field hedges

5.10.1 The Contractor shall maintain hedge bases and keep them substantially free of litter, debris,
and where appropriate undesirable weed species. Hedge trimming will be carried out at a
sufficient frequency to maintain the informal character, size and shape of the hedge and to
ensure that adjacent roads and footways are not obstructed and that sight lines are
maintained on highway locations.

5.10.2 The width at the top of the hedge shall be slightly less than at the base. Where hedges cause
obstruction of roads and paths, the Contractor will cut back the nuisance growth as required
between main hedge trimming operations. The Contractor shall comply with the requirements
of the Wildlife & Countryside Act 1985 in respect of the timings of its cutting operations and
nesting birds.

5.10.3 The Contractor shall trim using hand saws, mechanical trimmers, chain saws or tractor
mounted flails as appropriate to the location and the finish required. The Contractor shall cut
back the current growth to the point of the previous cut, and the hedge shall be trimmed,
pruned back to the same height, width and general shape as that which existed at the
completion of the last trim, but shall not exceed the height specified unless instructed by the
Authorised Officer. All hedges shall be cut both sides and where required the top, except
hedges that abut private land which shall be cut on the authority's side and top.

5.10.4 The Contractor shall remove all suckers, self-set trees or shrubs, brambles and ivy which are
not part of the character of the hedge, by grubbing out, or cutting back to ground level and
treating with an approved stump killer.

5.10.5 The Contractor shall ensure sight lines remain unobstructed including encroachment onto
roads and pathways.

5.11 Herbaceous Borders

5.11.1 Herbaceous and perennial plants are to be maintained to existing character and specification
and in accordance with good horticultural practice as set out at Appendix H3.

5.11.2 The Contractor shall maintain all herbaceous planting free of weeds by appropriate cultivation
throughout the year using non-chemical methods, without damaging plants or surrounding

23
 grass edges. All dead plants should be removed.

5.11.3 Beds should have a clean, vertical edge between 75mm-100mm high. When this is being
maintained, this must follow the original lines and not increase the size of the bed. Where
beds have timber edging this shall be maintained and replaced as necessary.

5.11.4 Where herbaceous and perennial plants are grown in planters, they should be irrigated as
necessary to ensure the health of the plants.

5.11.5 Plants shall be divided in the appropriate season to maintain vigour. The number of divisions,
number to be replanted, location of replanting and any to be discarded will be decided by
suitably knowledgeable and trained staff.

5.11.6 Staking shall be sufficient to support the plants seasonal growth, any tying in or additional
staking to be carried out as required. Stakes should be chosen that blend into the background
and do not detract from the display.

5.11.7 The Contractor shall commence staking in May of each year and continue throughout the
summer, tying being carried out as often as necessary to provide support to new growths.

5.11.8 The Contractor shall cut back and remove dead heads from herbaceous plants throughout the
year. During October] November of each year, when the current season's growth has finished,
all plants, with the exception of evergreen species and hollow stemmed species, shall be cut
down to just above ground level. All stakes, canes and twigs shall be removed and the ground
shall be lightly forked over.

5.11.9 In order to allow insects to overwinter, hollow stemmed species shall not be cut back in the
manner described in paragraph 5.11.8 until March.

5.11.10 The Contractor shall inspect, repair, and replace all wires, trellises or similar supports. All
replacements will be at the Contractor's expense. All stakes shall be sound and sufficiently
inserted to prevent lateral movement.

5.11.11 Herbaceous borders shall be mulched with an approved source of well-rotted manure,
annually, to a depth of 75mm, following autumn clearance. Care should be taken not to
exceed this depth to avoid damage to plants.

5.12 Highways Verges

24
5.12.1 Highways horticulture, including grass mowing, shrub maintenance and hedge trimming, shall
be carried out to the standards set out in Appendix H4. Planting and maintenance of highways
roundabouts, troughs, and planters shall be carried out to the existing character. Although the
Lot 1 Contractor has general responsibility for litter removal on the public highway, the
Contractor shall remove litter from grass verges before mowing and from hedge bases and
shrub beds on each maintenance visit.

5.12.2 The work will be carried out as specified in Appendix H4 during the growing season. The
Contractor shall also cover sight line areas created where highways meet and various areas
found in the built environment or at junctions of roads. The aim is to cut back larger areas on
sight lines to allow good visibility in either direction. Sight lines should be cut as specified
under the highways information contained in Appendix H4. For hedges, new growth should be
cut back to last season's growing point.

5.12.3 Where highway signs and street furniture are positioned within the area of cut, the Contractor
should ensure that the growth around these obstacles, including branches, is cut back at the
same time.

5.13 Annual Bedding

5.13.1 Annual bedding displays include planting in open ground and planters. Displays may include
a mix of annuals, biennials, tender perennials and bulbs. There may be times when specific
designs are required to reflect high profile events.

5.13.2 The Contractor shall supply plant material in accordance with the relevant British Standards.
The plants should be grown using the highest horticultural standards, free from pests, weeds
and diseases, with a healthy well developed route system. Plants should be supplied of
uniform size, floriferous and/or of good foliage colour and be hardened off sufficiently that they
will be easily acclimatised to their planting conditions. The plants should be supplied in weed
free compost.

5.13.3 The Contractor shall plant summer bedding to ensure existing bulbs are not damaged or
disturbed.

5.13.4 The Contractor shall produce designs for the displays in collaboration with the Authorised
Officer if requested, and agree designs well in advance of ordering the plants. The plants
selected shall be complimentary in colour, size and texture and include interesting varieties.
The use of dot plants and edging plants will be included to add height and further interest.

25
 The displays shall be tailored to the specific park, taking into account whether a formal,
traditional or contemporary scheme is most appropriate. Planting shall be chosen to maximise
the impact of the display and the length of the display season. Winter/spring displays shall
include flowering bulbs to extend the season of display.

5.13.5 The Contractor shall prepare for and plant bedding displays twice a year, for summer and
winter/spring displays. The beds shall be dug over, graded to enhance the display and have
suitable fertiliser and organic material incorporated. When planting in planters or containers,
the soil will be topped up to within not less than 50mm of the rim of the container.

5.13.6 The Contractor shall keep displays free from weeds, debris, leaves and litter. The Contractor
shall irrigate the display beds and containers to establish and maintain healthy robust growth
throughout the season.

5.13.7 The Contractor shall dead-head displays to prolong flowering and maintain a good
appearance. Beds shall be maintained with a clean, vertical edge where adjoining grass and
paths. Grass edges shall be clipped regularly with shears.

5.14 Floral Displays (Hanging Baskets, Barrier Baskets, Floor Planters and Flower Towers)

5.14.1 The Contractor shall ensure that planters are well established before placing on site, and shall
ensure that displays do not block road signage or sightlines at crossing points.

5.14.2 The Contractor shall manage and plant existing hanging baskets, floral displays and bulbs at
existing locations as agreed by the Authorised Officer. Summer displays shall be provided
from June to September in each year. All year round displays should be provided from June
to the following May in each year.

5.14.3 The Contractor shall maintain planters and containers, watering as necessary to ensure
establishment and continuity of flower and plant growth.

5.14.4 Installation will involve the supply and incorporation of an approved organic compost and
mulch (quantities will vary in accordance with planter/container size), water granules and
crystals, and an approved organic fertiliser. A liquid feed will be applied on a weekly basis.

5.14.5 The Contractor shall be responsible for checking that all brackets are secure prior to installing
displays. Displays shall be kept free of weeds, litter, and kept watered, fed, and maintained in
line with good horticultural practice. Dead displays shall be replaced within 7 working days of

26
 identification.

5.14.6 For the avoidance of doubt hanging baskets and planters shall be subject to a separate
payment according to a Schedule of Rates and shall not be included within Core Horticultural
Services Payment.

5.15 Rose and Shrub Beds

5.15.1 The rose and shrub beds information is contained within Appendices H7 and H19 for Merton
and Appendices H1, H13 and H2O for Sutton for highways.

5.15.2 The Contractor shall ensure that all rose and shrub beds are maintained in an attractive
condition, and free from weeds, fallen leaves, dead or dying plant material, litter and debris.

5.15.3 The Contractor shall ensure that all roses are healthy, vigorous, pest and disease free.

5.15.4 Roses shall not be permitted to encroach over footpaths and roads and those growing near
windows or doors of buildings shall be maintained at window sill height so that no interference
is caused to light, view, access or operation of the window/door.

• 5.15.5 Rose beds shall be mulched with an approved source of well-rotted manure, annually, to a
depth of 75 mm, following late November pruning. All types of roses shall be pruned in
November in accordance with good horticultural practice and suckers shall be removed at the
junction with the root whenever they appear.

5.15.6 Climbing and rambling roses shall be tied in when the growth of the rose makes it necessary
or, when damage has occurred. Any wires, trellises or similar supports shall be inspected and
repaired/replaced as necessary. All replacements will be at the Contractor's expense. All
stakes shall be sound and sufficiently inserted to prevent lateral movement. Rose beds shall
be inspected in October of each year and the Authorised Officer shall be notified, of the
presence of dead, diseased, or damaged plants that the Contractor shall replace with the
same species or variety.

5.16 Shrubs and Climbing plants

5.16.1 Shrub beds shall be maintained to the frequency as set out in Appendix H4. All maintenance
tasks should be carried out on each occasion including removing weeds, litter, pruning at the
appropriate season, tying in, and dead heading. Shrub beds shall be inspected in October of

27
 each year and the Authorised Officer shall be notified, of the presence of dead, diseased, or
damaged plants that the Contractor shall replace with the same species or variety.

5.16.2 Shrubs and climbing plants shall not encroach over footpaths, roadways, sight lines, notice
boards, signs, furniture and grass areas and those growing near windows of buildings shall be
maintained at window sill height unless otherwise instructed. Pruning will take place in
accordance with sound horticultural practice as described in the Royal Horticultural Society
reference manual listed in Appendix H3.

5.16.3 The Contractor shall remove any self-set tree or shrub including roots. Where the roots cannot
be removed, stump killer shall be applied to the stump.

5.16.4 Bark or other suitable recycled mulch approved by the Authorised officer shall be spread
evenly over the entire bed to a finished depth of 75mm. The mulch shall be free of metal,
plastic, uncomposted paper or paperboard. Mulching material covering or adhering to the
shrubs shall be removed from the plants. Care should be taken to avoid damage to plants in
this process.

5.16.5 Any wires, trellises or similar supports shall be inspected and repaired/replaced as necessary.
All replacements will be at the Contractors expense. All stakes shall be sound and sufficiently
inserted to prevent lateral movement.

5.17 Spring Flowering Meadows

5.17.1 The Contractor shall maintain and manage spring flowering meadows, and shall carry out a
mid or late summer cut to 100mm after plants have set seed

5.17.2 Arisings must be removed from site no less than three and no more than seven days after
cutting, either as hay or forage material.

5.17.3 The Contractor shall then cut to 50mm on a monthly basis for a further three cuts thereafter,
and the arisings may be left on the site.

5.17.4 No pesticides or weed killers shall be used unless specifically agreed by the Authorised
Officer.

5.18 Summer Flowering Meadows

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5.18.1 The Contractor shall maintain and manage summer flowering meadows, and shall carry out an
April cut to 100 mm and again in October cut to 100mm after plants have set seed.

5.18.2 Arisings must be removed from site immediately after the April cut and no less than three and
no more than seven days after cutting, either as hay or forage material, on the October cut.

5.18.3 No pesticides or weed killers shall be used unless specifically agreed by the Authorised
Officer.

5.18.4 The Authorised Officer shall discuss with the Contractor alteration to the time of the meadow
cutting depending on seasonal variations.

5.19 Green Roofs

5.19.1 The Contractor shall inspect the roofs at least quarterly and identify issues that need to be
addressed.

5.19.2 The Contractor shall remove, dead and diseased plants, weeds, debris and litter from the
planted roof, including self-sown tree seedlings, by carefully, pulling out the entire plant
including the root, taking care not to damage the roof or adjacent planting. Where for any
reason weeds cannot be removed by manual weeding, appropriate herbicide shall be applied
to control weeds.

5.19.3 In October each year the Contractor shall supply and plant suitable replacement plants to fill
any gaps and to maintain a dense carpet of planting.

5.20 Additional Sites (London Borough of Sutton only)

5.20.1 The Contractor shall maintain Sutton's Additional Sites (as set out at Appendix H1) to the
method and standard of works for Horticultural Services as set out within paragraph 5 of this
Specification.

5.20.2 The Contractor shall be paid for works carried out at Sutton's Additional Sites in accordance
with the Schedule of Rates.

5.21 Green Wall (London Borough of Sutton only)

5.21.1 The Contractor shall maintain Sutton's Green Wall feature as set out in Appendix H17(Sutton

29
 Green Wall Maintenance Requirements). No additional payment shall be made to the
Contractor for these works.

5.22 Pictorial Meadows

5.22.1 The Contractor shall manage areas designated as an annual meadow in accordance with the
following maintenance requirements.

5.22.2 The Authorised Officer will advise whether the existing location of the meadow is to be used
again or if the meadow is to be relocated. Where it is to be relocated, the Contractor shall
remove all remaining vegetation, prepare the area for seeding and sow a suitable amenity
grass mix onto the former meadow to retum it to grass. The area shall be irrigated as required
to ensure germination and establishment.

5.22.3 Where the meadow is to be resown in the existing location, following cutting back of any
remaining vegetation, the Contractor shall spray off any re-growth of pernicious or invasive
weeds with a suitable herbicide.

5.22.4 During February to early March the area shall be cultivated, in suitably dry weather and
ground conditions, to a depth of 150mm, all stones, clay balls which have dimensions greater
than 25mm and other debris within 75mm of the surface are to be removed off site.

5.22.5 Machine cultivation methods shall not be used within the branch spread or root zone of any
trees.

5.22.6 All subsequent weed growth must be sprayed off with a suitable herbicide in adequate time
before sowing to kill off any emerging weeds.

5.22.7 The Contractor will supply the pictorial meadow seed of a type approved by the Authorised
Officer, which is to be sown at the rate specified. Prior to sowing the topsoil to a depth of
50mm must be broken down by raking to produce a good seedbed.

5.22.8 The seed is to be sown in two directions at right angles to each other. It is recommended that
a carrier such as sand is used and that through mixing takes place often during the operation.
Seed can be sown broadcast or in evenly spaced drills up to 300mm apart. Seed sowing
should normally occur during mid April.

5.22.9 The ground is to be lightly raked immediately after sowing and watered with a fine spray to

30
 prevent panning and run off.

5.22.10 Following maintenance, the sown areas shall be kept irrigated as often as required to ensure
germination and establishment in accordance with good horticultural practice. The area is to
be kept free of litter, picking from the edge of the bed or treading with care after the plants
have established.

5.23 Sacrificial Crop Area for Wild Birds (London Borough of Sutton only)

5.23.1 The London Borough of Sutton requires the maintenance of a sacrificial crop to provide winter
bird food at Beddington Park in line with its Higher Level Stewardship agreement with Natural
England.

5.23.2 The Sacrificial crop area is near Carew Manor in Beddington Park on the location shown
within the map (TQ298653). The area is 0.5 ha.

5.23.3 The seed mix shall be sown at a rate of 43 kg/ha and the mix shall contain the following:
spring triticale (15kg), mixed millet (12kg), spring wheat (10kg), quinoa (E.5kg), buckwheat
(1kg), gold of pleasure (1kg), phacelia (0.5kg).

5.23.4 The wild bird seed mix sacrifice plot (0.5ha) shall be re-sowed each year.

5.23.5 The area where the plot is located contains 2 footpaths which need to be retained.

5.23.6 The schedule of works is as follows:

(a) Spray off existing weeds (hogweed, docks, nettles etc.) with contact herbicide, i.e.
glyphosate; the type of herbicide shall be as agreed with the Authorised Officer;

(b) Provide warning signs for parks users when herbicide is applied;

(c) Create fine tilth in preparation for sowing before 1 April each year,

(d) Drill in seeds in 35cm rows;

(e) Allow for additional herbicide treatment if hogweed persist after sowing with selective
herbicide containing Metsulfuron Methyl or similar approved by the Authorised Officer;

31
 (f) Remove plant cover, cultivate and re-sow crop after 15 March annually.

(g) Provide a method statement for above works, including pesticide licences

5.23.7 The wild bird seed mix plot is to be re-established by 1 May each year at Beddington Park.

5.24 Allotment Maintenance and Management

5.24.1 The Contractor shall carry out cutting of pathways and hedges, mowing and maintenance at
all allotment sites (not including allotment plots). The details of allotment sites for Merton and
Sutton are supplied in Appendices H1, H8 and H2O for Sutton and Appendix H2 and H7 for
Merton.

5.24.2 The Contractor shall manage the administration of relevant allotment tenancies, including
inspection and non-cultivation notices, notices to quit, supply and issue of keys, processing
tenancy agreements, and dispute resolution. The Contractor shall collect a key rental deposit
in respect of new allotment tenancies, and shall reimburse this deposit to each tenant upon
surrender of the relevant allotment site.

5.24.3 The Contractor shall invoice allotment tenants on an annual basis, and collect rent acting as
agent on behalf of the Boroughs. The Contractor shall pay all monies received in respect of
rent allotment tenancies for each Borough, and shall make an annual payment to each
Borough for the amount of allotment rent received, net of any key rental deposit payments in
respect of paragraph 5.24.2. Such payment shall be made in April each year to cover the
period of April — March in the preceding financial year in accordance with paragraph 2.2 of
Schedule 5 (Payment Mechanism). For the avoidance of doubt, this shall be the actual
amounts of rent paid by each allotment tenant for the full year tenancy of the allotment, and
shall not be net of any of the maintenance and administrative costs bome by the Contractor.
All such costs are to be included within the core Horticultural Services Payment.

5.24.4 The Contractor shall provide an inventory of allotment tenancies showing the status of rent
paid to date as part of the Annual Report.

5.24.5 The Contractor shall take responsibility for management of water at all allotment sites
including turning the water off and on to coincide with the growing season and to prevent
freezing and burst pipes.

5.24.6 The Contractor shall report leaking pipes, dip tanks and taps to the Authorised Officer.

32
5.24.7 The Contractor shall minimise use of water by regularly monitoring water consumption and
investigating unexpected water use.

5.24.8 The Contractor shall clear waste bays on allotments sites in Merton on a bi-monthly basis.

5.25 War Memorials and Memorial Gardens

5.25.1 The Contractor shall maintain and clean all war memorials and memorial gardens, as set out
at Appendix H1 for Sutton and Appendix CG4 for Merton, to the higher standards set out in
Appendix H4, and will ensure that these areas are prepared prior to memorial events
throughout the year.

5.26 Payment for Horticultural Services

5.26.1 The payments to the Contractor in respect of Horticultural Services shall include the following:

(a) All materials, labour and capital costs;

(b) All replacement vehicle costs and vehicle maintenance costs; and

(c) the costs of maintaining and/or replacing any other relevant parks and open space assets
(e.g. bins, benches, signs), associated with the Horticultural Services

5.26.2 The Contractor shall be paid for the Horticultural Services by way of

(a) the Core Horticultural Services Payment as set out in paragraph 3.1.1 of Schedule 5
(Payment Mechanism), and;

(b) The Ad Hoc Horticultural Services Payment as set out in paragraph 3.1.2 of Schedule 5
(Payment Mechanism).

33
6 SERVICE CATEGORY B: SPORTS PITCHES SERVICE

6.1 Introduction

6.1.1 Merton and Sutton have high levels of sports participation, as outlined in Appendices SP1 and
SP2. The Contractor shall take a high quality, commercial, flexible approach to achieve the
quality results that are expected to achieve increased levels of sports participation.

6.1.2 Details of current sports pitch numbers and locations are contained at Appendices H1 and H2,
SP1 and SP2. The areas dedicated to sport and the number of sports pitches may change
over the Contract Period and may increase or decrease. The design and/or layout and types
of pitches will change with demand and seasonality. Sports provision currently includes a
range of traditional and minority sports such as baseball, petanque, hurling, Australian Rules
football, lacrosse, archery and croquet. The Contractor shall provide the Sports Pitch Services
in accordance with such changes, demand and seasonality; flexibility is key in the provision of
the Sports Pitches Service.

6.1.3 The priorities for the Sports Pitch Service are as follows:

(a) to generate efficiencies in the provision of Sport Pitch Service and maximise the revenue
generated by sports pitches (including models for revenue share);

(b) to promote sport and maximise participation in sport (including the development of a
broader range of sports) in Merton and Sutton;

(c) to facilitate volunteering opportunities to support and boost sports participation.

6.2 Requirements

6.2.1 The Contractor shall flexibly maintain and manage the provision of sports pitches (grassed
sports pitches or otherwise) throughout the winter and summer sports seasons, to include
timely seasonal renovations and repair, so that all sports pitches are marked out appropriately,
and presented clean, safe and ready for use.

6.2.2 The Contractor shall maintain and store all equipment associated with sports facilities.

6.2.3 The Contractor shall be responsible for the repair and maintenance of lighting and floodlighting
at sports pitches.

34
6.2.4 The Contractor shall maintain and replace where required sports equipment according to
BSEN748:2004 and BS8462:2005, and any subsequent applicable industry standards.

6.2.5 The Contractor shall ensure Service User Facilities and relevant associated equipment is
ready for service hirers at the time booked. This includes cleaning floors, walls, ceilings, tiled
areas and sanitary ware, with approved cleaning materials. Surfaces should be washed down
and be in a presentable condition for the hirer.

6.2.6 The Contractor shall provide appropriate levels of supervision and support for sports facilities,
and equipment during hire periods. Sutton provides its regular sports clubs with a key to their
changing rooms at the beginning of the season; casual users collect a key in advance of their
booking. Sutton operates a double locking system with one lock opened by the Service User's
key and the other by the security team's key.

6.2.7 The Contractor should be aware that some teams and individuals attempt to use existing
pitches unofficially, without paying. The Contractor is responsible for controlling and stopping
this unofficial use, and should report all such instances to the Authorised Officer

6.2.8 The Contractor shall support and encourage local clubs and volunteers to input on minor
maintenance tasks in relation to sports pitches, bowling greens and any other such sports
sites.

6.2.9 At Annual Review, the parties shall review the maintenance arrangements for sports facilities,
in conjunction with local clubs and volunteers, and shall agree any changes to the base case
maintenance costs in the event that a local club undertakes to carry out additional
maintenance tasks. The parties may refer to the Change Mechanism tool in such discussions.

6.2.10 The Contractor shall administer, promote and manage bookings of sports pitches, sports halls,
and private and casual lettings within pavilions, and shall report the number of bookings and
payments by site and by sport in accordance with Schedule 6 (Reporting Requirements). The
Contractor shall identify trends and opportunities for sports development for discussion with
the Authorised Officer.

6.2.11 The Contractor shall provide an online booking system for sports facilities which shall be
accessible in real time to the Authorised Officer, and shall interface with the Council's
websites.

6.2.12 Where the Contractor takes payments from Service Users, the Contractor must be fully

35
 compliant with Payment Card Industry Data Security Standards, and in addition, in the case of
Direct Debit payments, must operate in accordance with most recent Direct Debit Scheme
regulations.

6.3 Volleyball

6.3.1 The Contractor shall maintain the volleyball courts to provide a level and safe playing surface
in accordance with Volleyball England's recommendations for maintaining a Beach Volleyball
Facility.

6.3.2 The Contractor will be responsible for pre and post season maintenance, locking and
unlocking of the gates and for ensure that the area within the courts fencing is litter free at all
times.

6.3.3 The Contractor is required annually before the playing season begins to check the depth of the
sand ensuring that it is no less the 400mm and no more than 500mm and top it up necessary.

6.4 Tennis

6.4.1 The Contractor shall keep the tennis court surfaces in a safe and useable condition, free from
litter, debris, and moss. The lines on the courts shall be marked at a sufficient frequency so as
to ensure the courts are able to be booked and played on by customers.

6.4.2 Equipment (including the holes in which the equipment is placed, and the hole covers when
equipment is not in position), is at all times safe and suitable for its purpose, properly
maintained and decorated, erected and dismantled at the correct time, and kept in a usable
condition at all times during the time it is required.

6.5 Football, Rugby and Cricket

6.5.1 The Contractor shall maintain the grass in accordance with Appendix H4 to ensure the pitch is
playable condition and an even sward maintained in a healthy and vigorous condition free
from weeds, pests/diseases.

6.5.2 The Contractor shall maintain a flat playing surface maintained with no holes or undulations
that are likely to cause injury to players.

6.5.3 The Contractor shall ensure that adequate soil drainage maintained.

36
6.5.4 The Contractor shall carry out post season renovation to worn areas as required.

6.5.5 Where required, the Contractor shall carry out verti-draining to all pitches every three years.

6.5.6 During the close season, goal posts, rugby posts, crossbars and nets shall be removed for
storage and sockets capped, and equipment shall be stored appropriately.

6.5.7 On some sports grounds, football and cricket share the same area at the end of the season. In
such circumstances, football is to be given priority in April, and cricket is to be given priority in
AugusVSeptember.

6.5.8 The Contractor shall maintain pitch markings in accordance with the Football Association (FA)
regulations without the use of additives that may prove detrimental to the sward.

6.5.9 Goal and rugby posts, crossbars and nets shall be supplied and erected in accordance with
FA and Rugby Football League (RFL) regulations and maintained in sound and secure
condition at all times during the playing season.

6.5.10 For Cricket all maintenance should be carried out in line with English Cricket Board (ECB)
guidelines.

6.6 Bowling Greens

6.6.1 The Contractor shall undertake bowling green grass cutting to the standards set out in
Appendix H4 and according to the following method and standard:

(a) The Contractor shall maintain the bowling green banks by mowing and maintain all other
landscaped areas as they would the remainder of the park;

(b) All grass cutting operations must be undertaken diagonally across the bowling green;

(c) Each cut must commence from adjacent corners to alternate the direction of the cut;

(d) A flat, uniform and true playing surface is to be maintained;

(e) All clippings shall be removed and recycled.

6.6.2 The Contractor will carry out drag brushing, scarification, verticutting, top-dressing, spiking,

37
 fertilising, irrigation and over seeding as required in order to produce a high quality surface. In
addition the application of moss killer, fungicide, worm killer and weed killer may be required.

6.6.3 The Contractor shall maintain the bowling green channels by removing litter, leaves and
detritus throughout the year.

6.6.4 The Contractor shall maintain the bowling green back boards by checking their condition
before the season begins and replacing any rotten or damaged boards with new.

6.7 Payment for Sports Pitches Services

6.7.1 Payment for the Sports Pitches Services will be made by way of the Sports Pitches Services
Payment in accordance with paragraph 4.1 of Schedule 5 (Payment Mechanism).

6.8 Income for Sports Pitches Services

6.8.1 The Contractor shall provide the Sports Pitches and Play and Leisure Facilities Services
Guarantee Payment derived (in part) from the Sports Pitches Services in accordance with
paragraph 13.1.1 of Schedule 5 (Payment Mechanism).

6.8.2 Any additional income derived from the Sports Pitches. Services shall be shared by way of the
Sports Pitches and Play and Leisure Facilities Services Revenue Share in accordance with
paragraph 14.1.1 of Schedule 5 (Payment Mechanism).

38
7 SERVICE CATEGORY C: PLAY AND LEISURE FACILITIES SERVICES

7.1 Introduction

7.1.1 Play and leisure facilities are popular in Merton and Sutton and provide a high profile
representation of Borough services and therefore need to be maintained to a high standard.
As an aspect of the Services that is particularly visible and thus has a high degree of local
"ownership" within the Boroughs, the Contractor shall take a high quality and professional
approach in the delivery of the Play and Leisure Facilities Services in order to achieve the
results that are expected by Service Users.

7.1.2 The priorities for the Play and Leisure Facilities Services are as follows:

(a) to minimise the cost of providing the Play and Leisure Facilities Services to Merton and
Sutton; and (where applicable) maximise the revenue generated by Play and Leisure
Facilities Services by increasing usage;

(b) to promote and maximise participation in play and leisure activities (including the
development of a broader range of facilities, as agreed with the Authorised Officer from
time to time); and

(c) to facilitate volunteering opportunities to support play and leisure activities.

7.2 Requirements

7.2.1 The Contractor shall be responsible for the management, inspection, cleaning and
maintenance of all existing play and leisure facilities detailed in Appendices H1 and H2
including table tennis, playgrounds, skate and wheel parks, outdoor gyms, trim trails,
basketball courts, water play facilities, sand pits, crazy golf, mini golf, pitch and putt facilities,
and any other facilities agreed between the Parties from time to time.

7.2.2 The Contractor shall manage all bookings for play and leisure facilities, promote their usage,
make pricing recommendations, and will share revenue with the Boroughs in accordance with
the provisions of Schedule 5 (Payment Mechanism). The Contractor shall provide an online
booking system for play and leisure facilities which shall be accessible in real time to the
Authorised Officer, and shall interface with the Council's websites

7.2.3 The Contractor shall be required to:

39
 (a) Inspect the playgrounds and leisure facilities on a daily basis, including weekends but
excluding public holidays, for Sutton, and a minimum of three times per week including
weekends for Merton;

(b) Complete, date and sign the Playground Report Sheet upon each the inspection and
provide these to the Authorised Officer as part of the weekly and monthly electronic
report. Upon request the Contractor will provide the information on the day of inspection
for specific sites;

(c) Rectify any issues identified at the time of inspection such that areas are safe, in
accordance with the rectification period for playground equipment as set out within
Schedule 4 (Services Delivery Plan);

(d) Litter pick and remove broken glass and any other items in the playground enclosure;
hazardous items including shams and broken glass shall be removed as soon as
possible, and no later than 24 hours, after being reported.

(e) Maintain rubberised and other impact absorbent safety surfaces in a clean and tidy
condition, free from moss, weeds, leaves, debris, glass and dog fouling;

(f) Remove graffiti from any surfaces;

(g) Remove soil, leaves, moss, weeds, faeces and general debris from the surface of
equipment;

(h) Temporarily take out of public use any items that cannot be immediately repaired and
post an advisory notice on site;

(i) Carry out repairs identified during inspections promptly, and in accordance with the
rectification period agreed with the Authorised Officer.

7.2.4 The Contractor shall implement a preventative maintenance programme which shall include as
a minimum:

(a) Painting of painted surfaces to maintain and prolong the appearance and condition of the
equipment;

(b) Sanding, varnishing and staining of wooden benches and seats to maintain their

40
 appearance and expected lifecycle;

(c) A monthly technical inspection of all play equipment as set out within Appendix H4;

(d) Keep full records of facilities and equipment inspections and work carried out, and makes
this available to the Authorised Officer.

7.2.5 The Contractor shall provide a quote for new or replacement equipment as requested to do so
by the Authorised Officer.

7.2.6 The Contractor shall ensure water play facilities are permanently staffed during operating
hours which are currently 10am to 5pm daily for 12 weeks at Wimbledon Park during summer,
6 weeks at all other venues.

7.2.7 The Contractor shall manage and maintain mini-golf facilities at Merton sites only (including
cash handling).

7.2.8 The Contractor shall be responsible for the day to day management and maintenance of the
athletics stadium at Wimbledon Park, including the running track, changing rooms, sand pits,
and all field sports facilities on the site.

7.2.9 The Contractor shall ensure that health and safety checks are completed in accordance with
the general obligations and industry standards set out at Appendix H3, and in the case of play
equipment, specifically in accordance with EN 1176 and EN 1177 and any subsequent
industry standards which are applicable to play equipment.

7.2.10 The Contractor shall ensure that health and safety issues are addressed as soon as possible,
and in accordance with the applicable rectification period set out within the Service Delivery
Plan or as otherwise agreed by the Authorised Officer. Annual monitoring by ROSPA or
equivalent will be commissioned by the client

7.2.11 The Contractor is expected to incorporate the cost of repairing existing assets throughout the
Contract Period within the fixed payment received for the relevant Service Category. Where
equipment is damaged through vandalism, or wear and tear, and is beyond repair or not fit for
purpose, the Contractor shall inform the Authorised Officer. The Council will decide if a
replacement is required and will fund the replacement Where a decision is taken not to
replace an item the Contractor shall make good the area.

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7.2.12 The Contractor shall undertake water safety testing and monitoring in accordance with the
general obligations and standards set out within Appendix H3 (Water Safety Standards).

7.2.13 All relevant staff, whether directly employed or sub-contracted, working on this category and
sports pitches will be required to be DBS checked and cleared in advance of working.

7.3 Payment for Play and Leisure Facilities Services

7.3.1 The Contractor shall be paid for the Play and Leisure Facilities Services by way of the Play
and Leisure Facilities Services Payment as set out in paragraph 5.1 of Schedule 5 (Payment
Mechanism).

7.4 Income for Play and Leisure Facilities Services

7.4.1 The Contractor shall provide the Sports Pitches and Play and Leisure Facilities Services
Guarantee Payment derived (in part) from the Play and Leisure Facilities Services in
accordance with paragraph 13.1.1 of Schedule 5 (Payment Mechanism).

7.4.2 Any additional income derived from the Play and Leisure Facilities Services shall be shared by
way of the Sports Pitches and Play and Leisure Facilities Services Revenue Share in
accordance with paragraph 14.1.1 of Schedule 5 (Payment Mechanism).

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8 SERVICE CATEGORY D: CLEANING AND GENERAL MAINTENANCE SERVICES

8.1 Introduction

8.1.1 The general cleanliness and safety of the Sites is fundamental to the residents and visitors to
Merton and Sutton and is, in the minds of many Service Users, used as a barometer to how
well the Boroughs are performing. Therefore, the Contractor shall deliver high quality cleaning
and General Maintenance Services that will reflect well on the Boroughs at all times.

8.2 Requirements

8.2.1 The Contractor shall clear litter from hard surfaces, grass and planted areas including tree
pits, planters, borders, hedge bases, sports and leisure facilities and fence lines to the
standards set out as follows.

8.2.2 Two levels of service shall be maintained depending on location, High Quality and Standard
Quality. Appendix H2 for Merton and H1 for Sutton shows the list of sites and states whether
they shall be maintained to the High Quality or Standard Quality specification.

8.2.3 The Code of Practice on Litter and Refuse (COPLAR) grading principles shall apply to this
contract as set out in this publication by DEFRA dated April 2006.

8.2.4 The Contractor shall ensure that following cleansing all areas meet the standard for Grade A.
Sites will not fall below a Grade B standard before corrective action is taken to return them to
Grade A standard.

8.2.5 For High Quality sites, the Contractor shall return them to a Grade A standard within half a
Working Day. This means by 6pm if reported before 12 noon, or by 12 noon the next day if
reported between 12 noon and 6pm on the previous day.

8.2.6 For Standard Quality sites, the Contractor shall retum them to Grade A standard within 1
Working Day. This means by 6pm the following evening Monday to Friday. If the issue is
identified on Saturday or Sunday the Contractor shall return them to Grade A by 6pm on the
following Monday.

8.2.7 The Contractor shall clear litter from hard surfaces, grass and planted areas including tree
pits, planters, borders, hedge bases, sports and leisure facilities and fence lines to the
standards set out in the COPLAR publication, contained in Appendix H3.

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8.2.8 The Contractor shall clear leaves from hard surfaces, grass and planted areas including tree
pits, planters, borders, hedge bases, sports and leisure facilities and fence lines to the
standards set out in Appendix H4.

8.2.9 The Contractor shall sweep all hard surfaces, paths and car parking areas, sports, play and
leisure facilities as set out at Appendix H1, H2, CG8. Sweeping shall include removal of
detritus in parks to the standard set out in the COPLAR publication, but also including removal
of any litter present at the time, leaves, fruit and blossom fall. For all sites Grade B is the
minimum acceptable standard. The Contractor shall ensure sites found to be below Grade B
are returned to Grade A within five working days. For the avoidance of doubt, leaf clearance
on highway verges is not within this contract.

8.2.10 The Contractor shall control weeds on all hard surfaces to meet the requirements in Appendix
H4. The Contractor shall minimise the use of herbicides.

8.2.11 The Contractor shall carry out servicing and cleaning of all buildings within the scope of the
Contract, including sports changing rooms, pavilions, drinking fountains, public toilets and
shelters as set out within Appendix H1, H2 and CG10, as follows.

8.2.12 The Contractor shall carry out all relevant building compliance inspections including fire safety
checks, alarm testing, and water safety (Legionella flushing and temperature checking) in
accordance with Schedule 6 (Reporting Requirements) and all relevant buildings compliance
legislation. For the avoidance of doubt, the Contractor shall not be required to carry out
microbiological testing of water supply as this is carried out by the corporate facilities team at
both Councils.

8.2.13 The Contractor shall clean all shower heads once every quarter. The Contractor shall take
down and thoroughly clean shower heads to remove all deposits of limescale and mould,
disinfect the shower heads and then re-install them.

8.2.14 The Contractor shall maintain, repair and clean all furniture, equipment, bins, signage
including information boards and notice boards.

8.2.15 Where items are damaged through vandalism or wear and tear and are beyond repair or not fit
for purpose, the Contractor shall inform the Authorised Officer. The Authorised Officer will
decide if a replacement is required and will fund the replacement. Where a decision is taken
not to replace an item the Contractor shall make good the area.

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8.2.16 The Contractor shall ensure that removal of graffiti (including the inside and outside of
boundary walls and fences) is carried out within 5 working days of notification. Offensive
and/or racist graffiti shall be removed within 24 hours of notification.

8.2.17 The Contractor shall clean fountains, bowls and stems, and ensure that they are in good
working order, and shall report to the Authorised Officer any deficiencies.

8.2.18 The Contractor shall clear fly tipped material within 2 working days of notification and shall
record fly tipping incidents on the relevant government database e.g. Waste Data Flow. The
Contractor shall help identify sources of fly tipped material and gather evidence in support of
the authorities' enforcement actions.

8.2.19 The Contractor shall inspect and maintain all rivers, lakes, ponds, reservoirs, sluices, trash
screens, fountains (including repair and replacement of filters and pumps), drains, ditches,
ponds and other waterways and water features within the sites to ensure water flow is not
impeded by litter, leaves, logs, branches or any other obstructions. Inspections shall be carried
out according to a programme as set out within Schedule 4 (Service Delivery Plan). For the
avoidance of doubt, the Contractor is not responsible for major waterways' capital works.

8.2.20 The Contractor shall take all reasonable endeavours to minimise the risk of flooding and shall
work in partnership with other relevant agencies to mitigate and minimise the risk of flooding
both on sites and neighbouring land.

8.2.21 The Contractor shall ensure that issues arising from inspection of waterways and water
features and the maintenance actions taken are recorded and reported to the Authorised
Officer in accordance with Schedule 6 (Reporting Requirements).

8.2.22 The Contractor shall report on local conditions and should take instruction from the Authorised
Officer, as may be required, to manage frozen lakes, ponds or other water courses within the
contract sites listed in Appendix CG1.

8.2.23 The Contractor shall clear litter, fly tipped general domestic waste, and faeces left following
illegal traveller incursions on any of the sites and shall co-operate with the Authorised Officer
in accordance with each Borough's Illegal Incursion Protocol. For clarity, the Authorised
Officer will arrange disposal, at each borough's cost, of fly tipped material building material
such as rubble brought on site from other locations during illegal incursions.

8.2.24 The Contractor shall remove dead animals from all contract locations using suitable equipment

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 within 24 hours of notification, unless:

(a) the animal is a cat or dog; or

(b) the animal is situated on a roundabout, highway verge or central reservation,

in which case, the Contractor shall contact the Lot 1 Contractor and arrange for such animal to
be removed by the Lot 1 Contractor.

8.2.25 The Contractor shall empty litter bins, and where provided, dog waste bins in Sites such that
they do not overflow at any time.

8.2.26 All Litter Bins and dog waste bins where provided shall be washed with water and suitable
cleanser to remove all residues and detritus left on all Bins. The liner and the outer cover of
the Bin shall be washed internally and externally. All excess water and residues shall be
removed from the bin area on completion of the works. Bins shall be cleansed a minimum of 4
times per year, and in addition, at the direction of the Authorised Officer in response to
complaints.

8.2.27 The Contractor shall carry out gully cleaning and maintenance of drains within sites as a
reactive service on an ad-hoc or emergency basis to ensure they are serviceable.

8.2.28 The Contractor shall remove Fly Posted Material from any surface within the Contract
Locations, including the inside and outside of boundary walls and fences (with the exception of
buildings that are leased to third parties).

8.2.29 The Contractor shall support Community Clean-up initiatives through the provision of
equipment such as black sacks, wheelbarrows and vehicles to clear rubbish, as requested
from time to time by the Authorised Officer. The Contractor shall support the first six (6) such
events in each Contract Year at no additional cost to the Boroughs. Support for any additional
such events shall be discussed between the Authorised Officer and the Contractor.

8.2.30 In preparation for Remembrance Sunday, the Contractor shall ensure all Memorials, including
entrances and access pathways, and the immediate surroundings shall be made neat and tidy
before 9.00am. This will include, sweeping and leaf clearing around the memorial and
surrounding footway and grass areas, pricking over and de-weeding flowerbeds, cutting grass
and edging up lawns to meet the standards as set out at Appendix H24. Horticultural works
may be carried out in advance and a final sweeping and litter check must be carried out on the

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 day and prior to the event. The Contractor shall provide a member of staff to attend to each
memorial on the day up to and after the service.

8.3 Payment for Cleaning and General Maintenance Services

8.3.1 The payments to the Contractor in respect of Cleaning and General Maintenance Services
shall include the following:

(a) All labour and capital costs;

(b) All equipment costs and equipment maintenance costs;

(c) The costs of repairing and maintaining relevant capital assets;

(d) Disposal costs associated with the Cleaning and General Maintenance Services.

8.3.2 The Contractor shall be paid for the Cleaning and General Maintenance Services by way of
the Cleaning and General Maintenance Services Payment as set out in paragraph 6.1 of
Schedule 5 (Payment Mechanism).

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9 SERVICE CATEGORY E: EVENTS SERVICES

9.1 Introduction

9.1.1 Well planned and managed events (such as concerts and camivals) are an important cultural
experience offered across the Sites and do much to enhance the Boroughs' reputations with
visitors as well as residents. The events often attract a large audience who will expect a high
quality experience.

9.1.2 The Contractor will be expected to support the current list of its large events set out at
Appendix El as part of the core services. Any new event productions, or additional works
required as set out in 9.3.1, which the Contractor is required to support, will be charged in
accordance with a Schedule of Rates as set out in paragraph 9 3.2. The Contractor and the
Council will work in partnership to ensure the safe and smooth running of events

9.2 Requirements

9.2.1 The Contractor shall provide support staff and infrastructure as required to assist in the
provision of special and/or ad hoc events in the Boroughs, on a per event basis.

9.2.2 Each event shall have its own requirements which the Authorised Officer shall discuss with the
Contractor. If necessary, the Contractor shall produce an Event Plan setting out the resources
required over and above the ordinary service provision for the site.

9.2.3 The general requirements expected from the Contractor are as follows:

(a) Planning, set up, layout and breakdown of infrastructure including, but not limited to,
fencing, track way, mobile lights and toilets (including servicing), bonfires, signage and
mobile offices;

(b) Provision of relevant vehicles, plant and equipment as requested by the Authorised
Officer;

(c) Supporting the event organiser to discharge health and safety duties, including providing
a risk assessment and mitigating any risks;

(d) Litter picking and bin clearance before, during, and post event;

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 (e) Stewarding (including car parking), crowd control and security duties;

(f) Supporting the client team to co-ordinate any volunteers;

(g) Provision of cash handling from customers and security;

(h) Preparation and reinstatement of grounds before and after events

9.2.4 The Contractor shall provide appropriate support as set out within the Resourcing and Event
Plan which the Contractor shall input to, as required by and agreed with the Authorised
Officer, prior to each event.

9.2.5 The Contractor shall comply with the general obligations of the Services and so shall ensure
the safety of the public and staff at all times.

9.2.6 The Contractor shall work in partnership with the relevant Borough(s), the relevant Safety
Advisory Group, and any other partners to ensure that successful event plans are delivered.

9.2.7 The Contractor shall ensure that the Site is returned to a clean state after the event in line with
the standards and timescales set out within the applicable Event Plan.

9.3 Payment for Events Services

9.3.1 If the Contractor's services as set out within the applicable Event Plan are agreed with the
Authorised Officer to be over and above the ordinary service provision for the site, the
Contractor shall be paid in accordance with the Schedule of Rates, unless lesser rates are
agreed by separate negotiation with the Authorised Officer.

9.3.2 The Contractor shall be paid for Events Services in accordance with the Events Services
Payment as set out in paragraph 7.1 of Schedule 5 (Payment Mechanism).

9.3.3 In the event that the Authorised Officer request the Contractor to provide equipment for the
event, such provision shall be made in accordance with Service Category I (Ad Hoc Asset
Investment and Project Services) of this specification. Payment shall be made in accordance
with the Ad Hoc Asset Investment and Project Services Payment as set out in paragraph 11.1
of Schedule 5 (Payment Mechanism).

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10 SERVICE CATEGORY F: ARBORICULTURE SERVICES

10.1 Introduction

10.1.1 Trees are an important part of the urban landscape of Merton and Sutton and contribute to the
character and environmental quality of the Boroughs. However, they also present a risk for the
Boroughs in relation to public safety. Standards achieved in the provision of the Arboriculture
Services must be excellent and consistent.

10.1.2 The tree element of this contract will be carried out in accordance with the tree specifications
in Appendix Al and A4. Appendix A2 for Merton provides further detail of the location and
tasks for highways trees in regular maintenance.

10.1.3 Boroughs will inspect trees and will commission work under this Service Category on a
Schedule of Rates. Some of the work undertaken by the Contractor pursuant to this Service
Category will be on a planned programme basis, some will be on an ad hoc basis — all work
will be as directed by the Authorised Officer.

10.2 Requirements

10.2.1 The Contractor shall care for and maintain trees, including planting, pruning, staking, watering,
and general maintenance of trees, in accordance with Sutton's Tree Strategy at Appendix A3
or in accordance with the instructions given by the Authorised Officer,

10.2.2 The Contractor will carry out the following works on a planned basis. All timescales shall be
agreed with the Authorised Officer.

(a) Highways trees;

(b) Schools;

(c) Parks and open spaces;

(d) Basal growth removal of highway trees on an annual programme;

(e) Highways pollarding.

10.2.3 Ad-hoc and/or urgent works shall be completed within 30 working days.

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10.2.4 The Contractor shall respond to tree emergencies 24 hours a day, throughout the year, and
shall attend on site within one hour of report of an incident.

10.2.5 The Contractor shall update the Arboriculture Services records on the 'Ezytreev' system
(currently used by the Boroughs), or an agreed system for continuity of provision and ensuring
compatibility with the Boroughs' tree management systems.

10.2.6 The Contractor shall ensure that its Staff, whether directly employed or sub-contracted, report
any issues or incidents with trees within the Boroughs discovered during the course of usual
work duties, in line with the obligations of the general requirements in this Specification.

10.2.7 The Contractor shall be required to register with CHAS and shall provide evidence that it, or
any sub-contractor engaged in the provision of the Arboriculture Services is CHAS registered.

10.3 Payment for Arboriculture Services

10.3.1 The Contractor shall be paid for the Arboriculture Services commissioned by the Authorised
Officer in accordance with the Schedule of Rates by way of the Arboriculture Services
Payment as set out in paragraph 8.1 of Schedule 5 (Payment Mechanism).

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11 SERVICE CATEGORY G: CEMETERIES SERVICES

11.1 Introduction

11.1.1 Recognising the excellence and high standards required for cemetery provision, the
Contractor shall provide the Cemeteries Services in a professional manner, providing excellent
customer care and safety standards and respecting the sensitive nature of this aspect of the
Services.

11.1.2 The Contractor shall at all times work to Institute of Cemetery and Crematorium Management
(ICCM) and Charter for the Bereaved standards; the National Association for Memorial
Masons; and shall carry out all maintenance tasks at cemetery sites to the measurement and
frequency standards set out in Appendices H4 and the joint quality standards in Appendix
H24.

11.1.3 The Merton and Sutton Joint Cemetery, Bandon Hill Cemetery, Cuddington Cemetery and
Sutton Cemetery have separate governance arrangements. The Contractor shall provide
grounds maintenance and burials services at these cemeteries as part of the core service
payment, and shall provide Bills of Quantity for these services as set out at paragraph 1.6.3 to
enable Boroughs to recharge the costs of services provided at these Cemeteries in
accordance with Appendix 2 of Schedule 5 (Payment Mechanism). The cemetery authorities
will continue to set the pricing of the annual fees and charges for cemeteries, with the
Contractor acting as an advisor in the process.

11.1.4 The Contractor will be expected to maintain existing levels of income and to develop and
sustain excellent working relationships with funeral directors to help maximise business
potential.

11.2 Requirements

11.2.1 The Contractor shall ensure that the operations of the cemetery service remain within the
terms and requirements of the Local Authorities Cemeteries Order 1977.

11.2.2 The Contractor shall provide appropriate face to face contact with the public at its cemeteries.
The Contractor shall ensure the service is contactable during normal office hours.

11.2.3 The Contractor shall maintain the interior of the chapels in a clean and tidy condition at all
times and shall clean floors, carpets mats, seating, windows, lecterns, trestles, doors,

52
 catafalques, light fittings, heaters, internally exposed parts of the roof area, entrance porch
and archways.

11.2.4 The Contractor shall ensure chapel is cleaned before each chapel service, and ensure hymn
books are located in the correct position and kept in good order. Before services, candles
shall be lit as appropriate and heating turned on in cold weather.

11.2.5 The Contractor shall prepare and clean chapel toilets before and after services. Public toilets
in cemeteries will be cleaned and maintained daily.

11.2.6 The Contractor shall keep the office in a clean and tidy condition at all times.

11.2.7 The Contractor shall maintain and inspect cemeteries and churchyards, including grass
cutting, weed control, hedge maintenance, cleaning and sweeping of surfaces, and repair of
pathways and roadways.

11.2.8 During the winter season, the Contractor shall ensure that paths and roadways leading to
graves where an interment is due to take place are cleared of snow and gritted as necessary
to enable the funeral cortege to safely access the cemetery and reach the graveside.

11.2.9 The Contractor shall dig graves for the purposes of new burials, re-openings, and cremated
remains. Burials will generally take place between the hours of 10:00am and 3:00pm, Monday
to Friday (excluding bank holidays). Occasionally, there will be a requirement for a burial at the
weekend. Where required the Contractor shall temporarily relocate, store, and subsequently
replace any headstones and memorials in order to allow access for digging and maintenance
works.

11.2.10 Surplus material from grave digging shall be reused wherever possible within the cemeteries
or other services area, or disposed of in accordance with environmentally sustainable practice.
Following any interment and subsequent backfilling, the Contractor shall top up graves with
top soil as required to ensure the grave is adequately mounded.

11.2.11 At the first anniversary of any interment, graves shall be re-visited and levelled with top soil
and turfed as necessary to maintain the general upkeep and appearance of the cemetery.

11.2.12 The Contractor shall keep the sites clean and free of litter, including emptying of litter bins and
wire bins, the removal of dead flowers, floral tributes, and wreathes.

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11.3 Administration

11.3.1 The Contractor shall operate and keep updated the Borough's computerised burials
administration system (BACAS at Merton and Epilog at Sutton) and to continue to maintain
and update the manual registers and plans, until such time as it is agreed between the parties
that information may be recorded solely on the computerised system, at which time the
Authorised Officer may direct the Contractor that the manual registers and plans no longer
require updating. All cemetery registers and plans shall be kept in fireproof cabinets which are
to be locked at night.

11.3.2 The Contractor shall maintain the computerised cemetery diary management system (BACAS
at Merton and Epilog at Sutton) for booking and programming funerals; grave selections;
exhumations; gravestone memorial erections, repairs and renovations; seasonal grave
maintenance contracts and general appointments.

11.3.3 The Contractor shall liaise, meet, advise, take and record instructions from funeral directors,
monumental masons, clergy, bereaved families and relatives concerning their arrangements.
Complete the statutory registration and recording of burials, grave purchases and updating the
cemetery plans, and provide statistics on grave sales to the Authorised Officer as and when
requested.

11.3.4 The Contractor shall account for the administration of cemetery fees charges, accounts and
banking and provide statistics to the Authorised Officer as and when requested.

11.3.5 The Contractor shall maintain and preserve statutory cemetery records and plans and
maintain related non-statutory correspondence and filing system.

11.3.6 The Contractor shall administer grave grants and grave deeds, grave surrender/repurchase
and transfer of burial rights legal procedures.

11.3.7 The Contractor shall prepare letters, reports and correspondence as required, and undertake
grave search and genealogical enquiries as required.

11.3.8 The Contractor shall process, preserve and record all gravestone memorial work applications,
account for fees, prepare work permits for issue with receipts.

11.3.9 The Contractor shall mark out grave locations for monumental masons, check permits, and
check the completed works.

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11.3.10 The Contractor shall maintain and issue monthly accounts to funeral directors and
monumental masons.

11.3.11 The Contractor shall operate paid grave maintenance accounts and facilities, issue reminders,
receive and account for fees and banking, prepare and issue receipts.

11.3.12 The Contractor shall be responsible for keeping risk assessments and for reviewing and
updating the following annually:

(a) Site risk assessments;

(b) Fire risk assessments;

(c) Annual site inspections;

(d) Lone working risk assessments;

(e) Legionella;

(f) Grave digging and grounds maintenance operations;

(g) Memorial safety inspections, and;

(h) Grave backfilling by public.

11.3.13 The Contractor shall ensure regular inspections of stonemasons and other contractors and
their work including enforcement and checking work against agreed specification standards
and health and safety aspects, to ensure proper documentation and records are kept up to
date.

11.3.14 The Contractor shall research, catalogue and prepare for publication lists of graves for
reclaiming at Bandon Hill Cemetery under the Greater London Council 1976 Act, to visually
inspect same and make photographic records of memorials for disposal where applicable to
that Act and under the Local Authorities Cemetery Order 1977, and to arrange for the disposal
of memorials as described. The same provisions shall apply for any other Site at which
graves are reclaimed during the life of the contract.

11.3.15 The Contractor shall attend with the Authorised Officer the Bandon Hill Cemetery Joint

55
 Committee and Merton and Sutton Joint Cemetery Board meetings, and report on burial
statistics and any other such issues as directed by the Authorised Officer.

11.4 Funerals and Grave Selections

11.4.1 The Contractor shall meet and liaise with the families and/or funeral directors for the
identification and/or choice of gravesites, and issue follow-up new grave cemetery information
packs and guidance notes. The Contractor shall deal sympathetically and helpfully with the
needs and enquiries of the bereaved and other visitors to the cemeteries.

11.4.2 The Contractor shall locate and mark out graves for excavation, issue funeral notices, grave
digging and other grave maintenance instructions to grave-digging staff.

11.4.3 The Contractor shall check and inspect excavated and prepared graves prior to funerals and
after backfilling operations, check and inspect grave maintenance works and identify and mark
out new ground for burial.

11.4.4 The Contractor shall attend and supervise all funerals suitably attired and check and take
appropriate legal paperwork for the funeral to take place; operate the cemetery chapel music
facility during funeral services as required; organise and attend private family cremated
remains burials and read out words of committal and prayers or poems if required.

11.5 Grave Digging

11.5.1 The Contractor shall undertake all grave digging operations in accordance with the Health and
Safety at Work Act 1974 and other relevant legislation, or Codes of Practice, as amended from
time to time, including:

(a) Confined Spaces Regulations 1997;

(b) Local Government Act 1974;

(c) Local Authorities Cemeteries Order 1977;

(d) ICCM Code of Safe Working Practice for Cemeteries (1999 edition).

11.5.2 The Contractor shall ensure that all gravediggers hold the Cemetery Operatives Training
Scheme (COTS) certificate.

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11.5.3 The Contractor shall prepare graves a minimum of 24 hours before the funeral. Each grave
shall be checked after it has been dug to ensure that it is the correct depth, width and length
and that correct grave has been dug. Each grave shall also to be checked an hour before the
service.

11.5.4 The Contractor shall ensure that grass, paths and adjacent graves are protected using
tracking, boards or similar, and to make good any damage caused by the Contractor during
the undertaking of these works.

11.5.5 The Contractor shall hand dig all graves at Bandon Hill Cemetery.

11.6 Memorial management

11.6.1 The Contractor shall test all memorials in all public cemeteries and churchyards in line with the
ICCM Management of Memorials 2012 Guidance, and as reproduced as follows:

(a) Memorials to be tested at least once every five years;

(b) Memorials up to 500mm — full visual inspection and hand test only;

(c) Memorials 500 mm to 1.5m — full visual inspection, hand test and, if hand test passed,
calibrated topple tester applying a measured 25kg force;

(d) Memorials over 1.5m — full visual inspection and hand test only;

(e) Memorials over 2.5m and complex structures — full visual inspection and seek the opinion
of a structural engineer;

(f) Make safe memorials that have failed the test in the most appropriate manner, i.e. to lay
down or stake. Each decision shall be taken on a case by case basis and in consultation
with the Authorised Officer. Previously staked memorials that have yet to be repaired by
the grave owner shall have their wooden supports checked annually and replaced as
necessary;

(g) Maintain and update the memorial inspection records in line with the ICCM Guidance
(Management of Memorials) in a suitable computerised format;

(h) Write to grave owners in cemeteries informing them that their graves have failed the test,

57
 and provide churchyard vicars or representatives with full details of graves that have
failed the test on their respective sites;

(i) Arrange for new and re-fixed memorials to be tested 28 days after works have been
carried out by the stonemasons;

11.7 Damage to Memorials

11.7.1 The Contractor shall be responsible for informing the grave owner of any damage caused to
memorials and either (i) arrange for the repair to be carried out as soon as possible if caused
by the Contractor, or; (ii) advise the grave owner in writing (copy to the Authorised Officer) as
to what safety measures have been (or need to be) taken, placing a copy of the letter on the
memorial if necessary.

11.7.2 The Contractor shall advise the Authorised Officer immediately of any vandalism in the
cemetery, advise the police as necessary and provide photographic evidence as requested,
make the grave/ memorial/ building/ structure safe, and complete an accident/incident form.

11.8 Memorial benches

11.8.1 The Contractor shall be responsible for agreeing suitable locations for benches with families,
which must be of a set specification, and following receipt of payment, and arrange their
ordering and installation in a timely manner.

11.9 Annual grave maintenance contract agreements

11.9.1 The Contractor shall provide two seasonal bedding displays each year on those graves for
which owners currently pay the Council a set amount each year. The Contractor is
encouraged to develop this aspect of the service.

11.9.2 The Contractor shall continue to offer grave maintenance contract agreements to the public.

11.10 War graves and war memorials

11.10.1 The Contractor shall ensure that all war graves and war memorials within the cemeteries and
churchyards are kept clean throughout the year and checked and cleaned annually prior to
Remembrance Sunday as well as prior to any other commemorations.

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11.11 Reclaiming of graves (Bandon Hill Cemetery and any other such Site where reclamation
of graves shall occur in the life of the Contract)

11.11.1 Only reclaimed traditional graves are currently available at Bandon Hill Cemetery. Sufficient
numbers of graves are to be reclaimed by the Contractor each year to meet expected levels of
demand.

11.11.2 The Contractor shall research, catalogue and prepare for publication graves for reclaiming,
and publicise list of graves in local newspapers for reclaiming under the GLC 1976 Act.

11.11.3 The Contractor shall visually inspect graves and make photographic records of memorials
made for disposal where applicable to that Act and under the LACO 1977 Act.

11.11.4 If no objection received within 6 months, the Contractor shall make arrangement to be made to
dispose of the memorials and for the grave to be made available for reclaiming. The cost of
removal and disposal of memorials is to be met by the Contractor.

11.12 Exhumations

11.12.1 The Contractor shall carry out exhumations at the request of the Authorised Officer.
Exhumations shall take place only out of hours (unless in an exceptional situation, and as
instructed by the Authorised Officer) and in accordance with the provisions of the appropriate
licence. The Contractor shall receive separate payment for any exhumations required in
accordance with paragraph 11.13.1(a)

11.13 Payment for Cemeteries Services

11.13.1 The Contractor shall be paid for the Cemeteries Services by way of the Cemeteries Services
Payment as set out in paragraph 9.1 of Schedule 5 (Payment Mechanism). The Cemeteries
Services Payment shall comprise of the following:

(a) the Core Cemeteries Services Payment for all elements of the Cemeteries Services
(except exhumations) as set out in paragraph 9.1.1 of Schedule 5 (Payment
Mechanism);

(b) the Ad Hoc Cemeteries Services Payment for exhumations; such payment shall be made
in accordance with the Schedule of Rates as set out in paragraph 9.1.2 of Schedule 5
(Payment Mechanism).

59
11.14 Income for Cemeteries Services

11.14.1 The Contractor shall provide Cemeteries Services Guarantee Payment derived from the
Cemeteries Services in accordance with paragraph 13.1.2 of Schedule 5 (Payment
Mechanism).

11.14.2 Any additional income derived from the Cemeteries Services shall be shared by way of the
Cemeteries Services Revenue Share in accordance with paragraph 14.1.4 of Schedule 5
(Payment Mechanism).

60
12 SERVICE CATEGORY H: NATURE CONSERVATION SERVICES

12.1 Introduction

12.1.1 Merton and Sutton recognise the importance of their local wildlife and biodiversity assets and
the importance of these to residents and visitors. Both Boroughs pursue policies and
management principles to protect sites of value. Voluntary and community groups play a major
role in delivering nature conservation and biodiversity projects in both Boroughs and the
Contractor is expected to work with and support such groups.

12.2 Requirements

12.2.1 Conservation work within parks shall be carried out by the Contractor as part of the routine
maintenance of parks and nature reserves and includes such tasks as the management of hay
meadows, and hedgerows. Work within nature reserves shall only be carried out on an ad-hoc
basis as instructed by the Authorised Officer. All sites where nature conservation is
undertaken (including in parks and nature reserves) are listed in Appendices H1 and H2.

12.2.2 The Contractor may be instructed to undertake works within nature reserves (including tasks
in relation to woodlands, hedgerows, meadows and wildflower areas, riverside and other
wetland features and heathland, including mowing and baling of meadows and the disposal of
meadow grassland arisings) in accordance with the Annual Conservation Plan and
Biodiversity Action Plan to preserve and enhance the biodiversity interests of the Boroughs.

12.2.3 The Contractor shall work in partnership with volunteers and community groups and all
relevant conservation organisations and agencies.

12.2.4 The Contractor shall contribute to the Annual Conservation Plan, as required under the
direction of the Authorised Officer.

12.2.5 The Contractor shall ensure that staff with suitable training and experience are deployed to
supervise works within Nature Conservation sites.

12.3 Payment for Nature Conservation Services

12.3.1 The Contractor shall be paid for the Nature Conservation Services by way of the schedule of
rates in accordance with the Nature Conservation Services Payment as set out in paragraph
10.1 of Schedule 5 (Payment Mechanism).

61
13 SERVICE CATEGORY I: AD HOC ASSET INVESTMENT AND PROJECT SERVICES

13.1 Introduction

13.1.1 This Service Category relates to the procurement of assets and project services, examples of
which are listed in Appendix API.

13.1.2 For the avoidance of doubt, this shall not include the replacement of those assets listed within
the Borough's asset registers in accordance with paragraph 13.2.7 of this Specification.

13.2 Requirements

13.2.1 The Contractor shall source suitably priced assets from approved suppliers as requested by
the Authorised Officer.

13.2.2 The Contractor shall provide a competitively priced, no obligation quote for assets or projects
services as agreed by the Authorised Officer, which must be made on a commercial basis, in
accordance with the ordinary and usual course of business, and on reasonable arms' length
terms.

13.2.3 A quote may only be obtained from a company that is related to the Contractor or in the same
group as the Contractor with the permission of the Authorised Officer.

13.2.4 For the avoidance of doubt, the Council is under no obligation to purchase assets or projects
services pursuant to this Service Category and has complete discretion as to whether it
accepts a quote provided by the Contractor for an asset or projects services; the Council may
reject any quote provided and any quote must be provided on a no obligation basis.

13.2.5 The Contractor shall purchase assets or provide project services only after instruction from the
Authorised Officer which shall be provided in writing.

13.2.6 The Contractor has no obligation to provide a quote for non-standard items which are not
utilised in, or do not form the basis of, the Services.

13.2.7 The Contractor shall install and maintain any new assets purchased pursuant to the Ad Hoc
Asset Investment Services the Contractor shall receive no additional payment for these
services.

62
13.2.8 Major asset investment may be subject to a separate discussion and business case
consideration.

13.3 Payment for Ad Hoc Asset Investment and Project Services

13.3.1 The Council shall pay for any assets and projects services by way of a pass through payment
as set out within the Ad Hoc Asset Investment and Project Services Payment, in accordance
with paragraph 11.1 of Schedule 5 (Payment Mechanism).

63
14 SERVICE CATEGORY J AD HOC COMMISSIONED LABOUR SERVICES

14.1 Introduction

14.1.1 This Service Category relates to the provision of labour services to conduct any Ad Hoc works
which do not fall within the existing Ad-Hoc payment categories as set out in this Specification
and Schedule 5 (Payment Mechanism).

14.1.2 For the avoidance of doubt, this shall not include any Ad-Hoc works as outlined in Service
Categories A, E, F, G, H and I.

14.2 Requirements

14.2.1 The Contractor shall, if requested by the Authorised Officer provide Ad-Hoc works in
accordance with the process described in Appendix F (Ad Hoc Works Orders).

14.2.2 In the event that the Ad Hoc works requested do not relate to any of the Ad Hoc works as
outlined in Service Categories A, E, F, G, H or I, the Authorised Officer shall, in accordance
with the Ad Hoc Works Order process at Appendix F, and pursuant to this Service Category,
commission skilled or supervisory labour categories from the Schedule of Rates.

14.3 Payment for Ad Hoc Commissioned Labour Services

14.3.1 The Council shall pay for Ad Hoc Commissioned Labour Services as set out within the Ad Hoc
Commissioned Labour Services Payment, in accordance with paragraph 12.1 of Schedule 5
(Payment Mechanism).

64
 APPENDIX A

SERVICE PERFORMANCE INDICATORS

The Contractor is expected to monitor its performance against the Service Performance Indicators, and report back on such performance as part of the
Weekly Report and Monthly Report (in accordance with Schedule 6 (Reporting Requirements).

The Council may also monitor the Contractor's performance against the Service Performance Indicators by way of a review of customer complaints or by
undertaking inspections of the Contractor's work, Staff, stock and records from time to time.

For the purposes of this Appendix A, the following expressions shall be defined as follows:

Rectification Period: the period during which the Contractor has an opportunity to rectify the failure before the Deduction applies (for the avoidance of doubt,
not all SPIs shall have a Rectification Period).

Deduction: financial deduction which shall apply in the event of failure of an SPI subject to any applicable Rectification Period. Total Deductions, except for
those levied against SPIs lc, ld and 7, are subject to an annual cap of 10% of the Annual Contract Payment, as set out in paragraph 16.1 of Schedule 5
(Payment Mechanism). Subject to clause 56 (Waiver) of the Conditions of Contract, the Authorised Officer may exercise discretion regarding Deductions as it
deems fit. The decision of the Authorised Officer in respect of Deductions is final.

Deduction Refresh Period: in the event that a failure has not been rectified in accordance with the Rectification Period, the prescribed deduction shall apply
for each subsequent refresh period. For the avoidance of doubt the refresh deduction amount may differ from the initial Deduction applied.

65
 Rectification Deduction Deduction
Service Performance indicators
Period for failure Refresh
to meet Period and
the SPI In refresh
£ per deduction
Incident value (£)
(unless
specified
otherwise)
1. Customer satisfaction and complaints

(a) The Contractor shall achieve a score in the London Borough of Merton's Customer Satisfaction Survey N/A 250 N/A
that is higher than or equal to the baseline Customer Satisfaction Survey score of 72%

(b) The Contractor shall achieve a score in London Borough of Sutton's Customer Satisfaction Survey that is N/A 250 per N/A
higher than, equal to, the baseline scores which are as follows: failure on
Parks — All Residents Satisfaction (82%) any one of
Parks — Service Users Satisfaction (88%) the
Playgrounds — All Residents Satisfaction (71%) satisfaction
Playgrounds — Service Users Satisfaction (88%) targets,
which shall
apply only
once upon
each
survey

66
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI in refresh
£ per deduction
incident value (E)
(unless
specified
otherwise)
(c) The Contractor shall achieve an average PQMS score of 5 or above in each PQMS Year, in accordance N/A 0 - 27,000 N/A
with the process as set out in Appendix D to this Specification. The Council shall retain a sum each
month as a retention amount in respect of the PQMS, and shall make an annual PQMS bonus payment to
the Contractor, the amount of which shall be calculated in accordance with the average PQMS score
achieved. No bonus payment shall be made if a score of 4 or below is achieved. Payments in relation to
the PQMS shall be made in accordance with paragraph 17 of Schedule 5 (Payment Mechanism)

(d) The Contractor shall achieve the baseline target score in the Perpetual Customer Survey, which shall be N/A 0 — 12,000 N/A
carried out in accordance with the specification at Appendix E to this Specification. The Council shall
retain a sum each month as a retention amount in respect of the Perpetual Customer Survey score, and
shall make an annual bonus payment to the Contractor, the amount of which shall be calculated in
accordance with the score achieved. If the actual bonus score is 50% or less of the minimum bonus score
then no payment shall be made to the Contractor. Payments in relation to the Perpetual Customer Survey
shall be made in accordance with paragraph 18 of Schedule 5 (Payment Mechanism)

(c) The Contractor shall respond to a service request, complaint, enquiry or Request for Information as set out N/A 250 50 per each
within Schedule 15 (Service User Procedure) Working Day

67
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI in refresh
£ per deduction
incident value (£)
(unless
specified
otherwise)
2. Safety

(a) In the event of an emergency the Contractor shall redeploy all necessary resources as directed by the N/A 5000 N/A
Authorised Officer in accordance with paragraphs 3.3.17 and 3.3.18of this Specification

(b) The Contractor shall carry out a risk assessment in accordance with the Contractor's working procedures N/A 5000 50 per each
as set out in Schedule 4 (Services Delivery Plan) Working Day

(c) The Contractor shall carry out tasks in line with the applicable risk assessment as set out in Schedule 4 N/A 100 per N/A
(Services Delivery Plan) incident

(d) The Contractor shall address (to the Council's reasonable satisfaction) any of the issues highlighted in any N/A 5000 1000 per
health and safety audit in accordance with the recommendations and rectification set out within the audit. each
additional
month that
issues
remain

68
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI In refresh
E per deduction
incident value (E)
(unless
specified
otherwise)
outstanding

3. Environment

(a) The Contractor shall use only those fertilisers, products and materials as set out in Schedule 4(Services N/A 1000 N/A
Delivery Plan) or as agreed with Authorised Officer

4. Availability of Parks/Services

(a) The Contractor shall ensure that all gates at a Site which (in accordance with Appendix C) is to be locked N/A 50 per site 50 per
overnight are Open by the Allocated Opening Time. additional
half hour
after the
Allocated
Opening
Time

(b) The Contractor shall close a Site which (in accordance with Appendix C) is to be locked overnight within N/A 200 per N/A
night, per

69
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI in refresh
£ per deduction
incident value (£)
(unless
specified
otherwise)
two (2) hours of the agreed time. site

(c) The Contractor shall ensure that a pitch or facility is available for use by a Service User by the agreed time N/A 250 per N/A
(or the pre-booked time, in the event of booked pitches or facilities) pitch or
facility or
(in the
event of
booked
pitches or
facilities)
per booking

5. Availability of equipment/play features

(a) The Contractor shall ensure that an item of equipment or a play feature (for example, a slide or set of 1 working day 250 per 100 per item
swings) is available for use by Service Users during the specified parks operational times (In exceptional item per day
circumstances, where an item of equipment cannot be made available due to unavailability of a non-

70
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI In refresh
£ per deduction
incident value (£)
(unless
specified
otherwise)
consumable part, a suitable rectification period will be agreed with the Authorised Officer)

(b) The Contractor shall ensure that an entire facility (for example, a water play facility or playground) is 1 working day 1000 per 1000 per
available for use by Service Users during the time periods agreed with the Authorised Officer facility facility each
subsequent
day

6. Records and reporting

(a) The Contractor shall comply fully with its obligations set out in paragraphs 1, 2, 3, 7, 8 and 9 of Schedule 1 working day 500 100 per each
6 (Reporting Requirements) subsequent
working day

(b) The Contractor shall provide the Weekly Report in accordance with paragraph 4 of Schedule 6 (Reporting 1 working day 250 per N/A
Requirements) Business
Day

71
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI in refresh
£ per deduction
incident value (£)
(unless
specified
otherwise)
(c) The Contractor shall provide the Monthly Report in accordance with paragraph 5 of Schedule 6 (Reporting 1 working day 500 per N/A
Requirements) Business
Day

(d) The Contractor shall provide the Annual Report in accordance with paragraph 6 of Schedule 6 (Reporting 1 week 1000 per N/A
Requirements) week

7. Cemeteries

(a) The Contractor shall ensure that a burial plot is prepared and available at the booked burial time in line N/A 10000 per N/A
with the Specification and Schedule 4 (Services Delivery Plan) incident

8. Maintaining appropriate training

(a) The Contractor shall implement an annual appraisal process for all staff. This will identify individual 1 month 1000 per 100 per
training needs to ensure staff are appropriately trained to deliver the service. The Contractor will arrange member of individual per
suitable training to address training needs identified in accordance with paragraph 3.3.3 of this staff subsequent
Specification. month

72
 Rectification Deduction Deduction
Service Performance Indicators
Period for failure Refresh
to meet Period and
the SPI in refresh
£ per deduction
incident value (£)
(unless
specified
otherwise)
9. Stakeholders and Communication

(a) The Contractor shall adhere to the provisions and principles of Schedule 4 (Services Delivery Plan) and 2000 per N/A
Schedule 16 (Communications Strategy) with regard to working with Organised Groups and stakeholders annual
reporting
review

73
 APPENDIX B

Service Charter

We aim to maintain our high level of resident satisfaction with our parks, cemeteries and
allotments; we will do this by:

• Ensuring grass areas, shrub beds, flower beds and hedges, and all horticultural features are
well looked after and regularly maintained.

• Promoting and maintaining our wildlife and nature conservation areas.

• Using environmentally sustainable methods in our parks maintenance, as set out in Sutton's
Environmental Policy and One Planet themes.

• Recycling all of our green waste, and other litter and waste streams insofar as practical.

• Keeping parks free from litter, rubbish and animal faeces.

• Ensuring all bins in parks are kept clean and are always available for use.

• Clearing fly-tipping and graffiti on public land at the earliest opportunity.

• Ensuring trees are inspected regularly and maintained to the appropriate British Standards.

• Providing sports facilities which are safe to use and appropriate for the customer.

• Working collaboratively with sports clubs and sports governing bodies...

• Ensuring our play areas are welcoming, clean, with well-maintained equipment and inspected
regularly to the appropriate British Standards.

• Working closely with and supporting our Friends groups and volunteers to help us maintain
and improve our open spaces, including offering training where required.

• Ensuring staff are always courteous, helpful, polite and professional.

• Listening to customer and resident feedback to help continuously improve our parks.

74
 • Developing the service to promote social value as set out in Sutton's Asset Toolkit.

We ask residents to help us by:

• Not dropping litter, chewing gum or cigarette butts.

• Cleaning up after their dog.

• Not picking or otherwise damaging flowers and plants.

• Becoming involved with Friends of Parks groups.

• Giving us constructive feedback about the service.

• Leaving park facilities in the condition they would expect to find them.

75
 APPENDIX C

Existing Services Information

The existing services information is set out on the disc entitled 'Lot 2 Contract — Existing Services
Information' initialled on behalf of the Council and the Contractor on or around the Contract Date.

General:
Vehicles & VE1 London Borough of Merton Asset List
Equipment
NE)
VE2 London Borough of Merton Vehicle List

VE3 London Borough of Sutton Equipment and Asset List

VE4 London Borough of Sutton Leased Park Vehicles

General:
Depots & DB1 London Borough of Sutton Cheam Park Depot Condition Report
Buildings
(DB)
DB2 London Borough of Sutton Wrythe Lane Depot Condition Report

DB3 London Borough of Merton Hill Cross Depot Condition Report

DB4 London Borough of Merton Cottenham Park Condition Report

DB5 London Borough of Merton Holland Gardens Condition Report

DB6 London Borough of Merton John Innes Rec Condition Report

DB7 London Borough of Merton Joseph Hood Rec Condition Report

DB8 London Borough of Merton King Georges Playing Field Condition

Report

DB9 London Borough of Merton Sherwood Park Condition Report

DB10 London Borough of Merton Sir Joseph Hood Playing Field

Condition Report

76
General:
Residents' RSS1 London Borough of Merton Customer Satisfaction Data
Survey &
Strategy
(RSS) RSS2 London Borough of Sutton Residents Survey 2013

RSS3 London Borough of Sutton Developmental Assets Toolkit (Social

Value)

RSS4 London Borough of Sutton Open Space Strategy

RSS5 London Borough of Merton Open Space Study 2011

RSS6 London Borough of Sutton One Planet Policy Statements

Section A:
Horticultural H1 London Borough of Sutton Sites
Services (H)
H2 London Borough of Merton Sites

H3 General Industry Standards

H4 Measurements and Frequency Table

H5 London Borough of Sutton Hanging Basket and Floral Displays

Information

H6 London Borough of Merton Grass Verges Information

H7 London Borough of Merton Bills of Quantity and Measurement

H8 London Borough of Sutton Bills of Quantity and Measurement

H9 London Borough of Merton Wild Flower Meadows

H10 London Borough of Merton Alien Invasive Species Locations

H11 London Borough of Sutton Alien Invasive Species Locations

H12 London Borough of Merton & Sutton Green Roofs Inventory

77
 H13 London Borough of Sutton Highway Beds

H14 London Borough of Sutton Highway Hedges

H15 London Borough of Sutton Grass Verges

H16 London Borough of Sutton Burleys Measurements

F117 London Borough of Sutton Green Wall Maintenance

H18 London Borough of Merton Bins and Benches Suppliers

H19 London Borough of Merton Parks and Open Spaces Maps

H2O London Borough of Sutton Parks and Allotments Maps

H21 London Borough of Merton Additional (Non-Core) Works

H22 London Borough of Sutton, Sutton Housing Partnership

H24 Quality Standards Document

Section B:
Sports SP1 London Borough of Sutton Sports Pitch Bookings
Pitches
Services
(SP) SP2 London Borough of Merton Pitch Bookings and Participants

SP3 London Borough of Merton Sports Pitch Income

SP4 London Borough of Merton Sports Pitch Capacity

Section C: PL1 London Borough of Merton Outdoor Gym Equipment List

Play and
Leisure
Facilities PL2 London Borough of Merton Play Equipment List
Services (PL)
PL3 London Borough of Sutton Outdoor Gym and Play Equipment List

PL4 London Borough of Sutton Parks Byelaws

PL5 London Borough of Merton Parks Byelaws

78
 PL6 London Borough of Merton Parks Lighting Inventory

PL7 London Borough of Sutton Parks Lighting Inventory

Section D:
Cleaning and CG1 Water Courses and Water Features Maintenance Schedule
General
Maintenance
Services CG2 London Borough of Merton Parks and Cemeteries Locking
(CG) Requirements

CG3 London Borough of Sutton Parks Locking Requirements

CG4 London Borough of Merton War Memorial Locations

CG5 London Borough of Merton Public Toilets Locations

CG6 London Borough of Sufton Public Toilets Locations

CG7 London Borough of Merton Parks Litter Bins Schedule

CG8 London Borough of Merton Car Parks

CG9 London Borough of Sutton Parks Furniture by Location

CG10 LBS Parks Buildings and Cleaning Requirements

Section E:
El London Borough of Merton Events
Events
Services (E)
Section F:
Arboriculture Al London Borough of Merton Tree Specification
Services (A)
A2 London Borough of Merton Highways Trees Schedule

A3 London Borough of Sutton Tree Strategy

A4 London Borough of Sutton Tree Specification

Section G:
Cemeteries Cl London Borough of Sutton Cemetery Data and Tasks
Services (C)
C2 London Borough of Sutton Burial Numbers

79
 C3 London Borough of Merton Cemeteries Income Data

C4 London Borough of Sutton, Bandon Hill Cemetery Regulations

C5 London Borough of Sutton, Sutton Cemetery Regulations

C6 London Borough of Merton Burial Numbers

C7 London Borough of Merton Cemeteries Measurements

C8 London Borough of Sutton Cemetery Measurements

C9 London Borough of Merton Cemeteries Plots Hand Dig/Machine

Dig

C10 London Borough of Merton Cemeteries Interments Data

C11 London Borough of Merton Cemeteries and War Memorial Tasks

Section I:
Nature NC1 London Borough of Sutton Meadow Cuts
Conservation
Services
(NC) NC2 London Borough of Merton Grassland Mowing Specification

NC3 London Borough of Merton Meadow Maps

NC4 London Borough of Merton Habitat Meadow Mitcham Common

Aerial Photograph

NC5 London Borough of Sutton Parks Pictorial Meadows

NC6 London Borough of Merton Mitcham Common and Mill Green

Task Schedule

Section J: Ad
Hoc Asset AP 1 Asset Pricing Schedule
Investment
(AP)

80
 APPENDIX D

Performance Quality Monitoring System

1. Performance Quality Monitoring System Introduction

1.1. The Performance Quality Monitoring System ("PQMS") is a tool that will be used to monitor the
performance of the contract which shall be used by the Borough client team(s), the Contractor,
and nominated community volunteers.

1.2. The PQMS calculates an overall PQMS score on a 1-7 point scale as set out in Table 1.

2. The Feature Quality Assessment Methodology

2.1. At the Services Commencement Date the features for the purposes of this PQMS shall be defined
as entire Sites as set out at Appendix H1 (Merton) and Appendix H2 (Sutton).

2.2. The Feature Quality Assessment (FQA) is the routine monitoring of a random selection of Features
by trained auditors (the Contractor, Borough Officers, and stakeholders such as community
volunteers).

2.3. The PQMS shall generate a random selection of Features to be inspected each month. The initial
agreed minimum number of observations for each Borough, spaced out throughout the year, for
first Contract Year is 250 for each Borough.

2.4. Each year at the annual review, the Contractor will agree with each of the Boroughs its commitment
to the inspections schedule. Any shortfall between the number carried out by the Boroughs and the
required number will be the responsibility of the contractor to organise/carry out.

2.5. The Contractor shall provide all such training, materials and equipment required to any of the
Boroughs' staff and nominated community volunteers who will carry out Feature Quality
Assessments. The cost of such training, materials and equipment is to be borne by the Contractor.

2.6. The PQMS process will be available for use from 2 nd February 2017. The image below illustrates
the way that the system enables the administrator to create a new inspection sample upon the
request of the inspector. In the first instance the inspection sheet will be emailed to the inspector.
In accordance with the ICT timetable as set out within the Schedule 2 (Mobilisation Plan) the
system will be changed such that inspections will be generated by the inspector him/herself via an
online application. The format of that may be different to that illustrated.

Site to be Click to create a new Space to record

inspected random sample comments

. I
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Inspection date . .
 2.7. Auditors shall carry out each Feature Quality Assessment (FQA) and assign scores in
accordance with the scoring structure set out in Table 1.

Table 1 PQMS Scoring Gradings

Score Rating Description

Grounds: All parks features: play areas, grass cutting, bin clearance,
litter, hedges, flower beds, rose and shrub beds, play areas etc.)
are exemplary. Sports and leisure areas are clearly and

ip 1
accurately marked in a timely fashion, are also safe and
maintained in exemplary condition.
Cleansing: Absence of all litter, detritus, excreta, leaf fall (on
paths/playing surfaces) etc. meeting COPLAR Grade A if
immediately after a visit, otherwise A-
Grounds: All parks features: play areas, grass cutting, bin clearance,
litter, hedges, flower beds, rose and shrub beds, play areas etc
are maintained above contract standard. Sports and Leisure
areas are clearly and accurately marked in a timely fashion and
are safe and maintained in very good condition
Cleansing: Absence of litter and excreta on sports and play areas and
absence of almost all detritus and leaf fall (on paths/ playing
surfaces) etc. in other areas. COPLAR GRADE A minus. If
immediately after a visit otherwise B.
Grounds: All features: play areas, grass cutting, bin clearance, litter and
features are maintained to the optimum standard (this is fully
compliant with the specification and meets the contract
standards). Sports and leisure areas are clearly and accurately
5 marked and ready for use in a timely fashion.
Cleansing: Predominately free of litter, detritus, leaf fall(on paths/playing
surfaces), absence of excreta in play and leisure areas, meeting
COPLAR grade B- but restored to Grade A within 4 hours of
inspection.
Grounds: The features are mostly contract standard though do not
achieve in all aspects
4 Cleansing: The distribution of litter, detritus, excreta, leaf fall(on
paths/playing surfaces) etc. does not quite meet contract
standard COPLAR GRADE C but restored to A within 4 hours
Grounds: Several features are maintained below contract standard
3 Cleansing: Widespread distribution of litter, detritus, excreta, leaf fall (on
paths/playing surfaces) etc. COPLAR GRADE C
Grounds: Most features are poorly maintained and well below contract
standard.
2 Cleansing: Widespread distribution and accumulation of litter, detritus,
excreta, leaf fall (on paths/playing surfaces) etc. COPLAR grade
C minus.
Grounds: There are Health and Safety concerns, scheduled checks
have not been made and or most features are unmaintained and
1 considerably below contract standard in all aspects.
Cleansing: Heavy distribution of litter, detritus, excreta, leaf fall (on
paths/playing surfaces)etc. COPLAR grade D-

2.8. Upon completion of a FQA, the Contractor, Authorised Officer or nominated community
volunteers shall either enter the results using their smart phones or email the completed

82
 inspection form to the Contractor's contract administrator(s). The data shall then be entered
into the system where the monitoring data is recorded and collated.

2.9. The Contractor's contract administrator(s) and the Boroughs shall have direct access to the
PQMS for the purposes of either entering the monitoring data and/or viewing progress or
monthly reports. Access to the PQMS shall be provided via the Contractor's Citrix web site
portal, either from any internet enabled PC, or via an iPad (or similar), pre-loaded with the
necessary Citrix client server software, which shall be provided by the Contractor. Security and
system integrity shall be protected using an RSA secure ID tag that will identify the user and
prevent unauthorised access.

2.10. The FQA dashboard illustrated below is created following the upload of inspection data. The
dashboard shall be available for access by the Authorised Officer at anytime by means of
web-based access as outlined in paragraph 2.9. The illustration below is an example
dashboard only.

NDSCAPE
The Landscape Group
11An.4hn nrewnrilc. 11111,Airraikex..-A.nn idverAPI C*UP
ti
i g14 14 i 3 .11
E 1
A
.04
g
-- - ammins nuE=al MNINIMN=NM I=
NM ,I= =MI VIII IMMOIN =I I= M
11111
OM= MI 1=1 100
NM Ell MEM= = = = = =I =I
Ire 11111IN Ell— IMIME r"-- 4%MLZTY
ASIPSOMSNT OOeMmils OZ
la Ell 11111ME MENM= = = = =
Y.* IM =I OE I= 1M11
Asa. ME = JIMMIE 1E1 MIENMEM ESIMI
MI = 0::: -----1-
- ME ME rrnME
1111 I= MI NM -- VIIII= M MI MEEMIMI
MEIN ME11011M = EMMEN MI MIMI Ell= lEl =
NI Ell MI =I MI I= I= = MEME ME__ 1.111M1MI =II EIIIM

dam.

t Amenity Grass I Hedges

saws,' Zwpw, 44 • 19. tre rape.

. r...rer rood. 13 • fo.• 0515. cselokors. ,•,/- 3%)
Ambor Prow.. •
P.0411131 1,10.1 • twereHreTsme
611.0011 WAN% TO *La% IM

Average FQA scores per Overall FQA score Overall FQA score for key features
month for each feature for each key area and Key Performance Indicators

3. Calculation of the Overall PQMS Score

3.1. For the system to adequately reflect the overall quality of the work on features across the Contract,
it is important that sufficient random observations are made. The dashboard shall automatically
display the number of inspections required and compare them to the actual number of inspections
carried out. Responsibility for carrying out the inspections is outlined in paragraph 2.3.

3.2. In each PQMS Year, a total of £27,000 per annum shall be deducted from the Annual Contract
Payment against the PQMS score, which shall be calculated as a monthly retention amount for
each Borough as set out in paragraph 17.1.1 of Schedule 5 (Payment Mechanism).

3.3. Up to 100% of this retention fund shall be paid back to the Contractor as an annual payment,
dependent upon performance in the PQMS in accordance with the calculation as set out in
paragraph 17.1 of Schedule 5 (Payment Mechanism). Any annual payment made shall be divided
equally between permanent employees engaged in the Services and paid out as a bonus payment.

83
 APPENDIX E

Perpetual Customer Survey

The Parties acknowledge and agree the provisions of paragraph 1.7 of Part 1 of Schedule 2
(Mobilisation Plan), and agree that the Customer Survey Payment shall be calculated in accordance
with paragraph 18 of Schedule 5 (Payment Mechanism) once the form of the Perpetual Customer
Survey has been agreed (and inserted into this Appendix E) and adopted by the Contractor.

84
 APPENDIX F

Ad Hoc Works Orders

1. NOTIFICATION AND SPECIFICATION

1.1 In accordance with the Specification, the Contractor may be required to carry out certain ad
hoc Services from time to time.

1.2 At any time during the Contract Period, the Authorised Officer may request the Contractor
carry out ad hoc Services by completing section 1 of an Ad Hoc Works Order Form and
serving such Ad Hoc Works Order Form on the Contractor. The Authorised Officer shall
specify in the Ad Hoc Works Order Form whether additional authorisation by (or consultation
with) a Borough representative/contract manager (as appropriate) is required.

2. CONTRACTOR RESPONSE

2.1 Within five (5) Business Days of receipt of the Ad Hoc Works Order Form, the Contractor
shall confirm to the Authorised Officer in writing:

2.1.1 the cost of providing the Services specified in the Ad Hoc Works Order (and such
cost shall not exceed the applicable rates set out in the Schedule of Rates), and
the time period for carrying out such Services; or

2.1.2 where there are no applicable rates in the Schedule of Rates, the estimated cost
of providing the Services specified in the Ad Hoc Works Order, such estimated
cost shall be fair and reasonable and shall be calculated on the basis that:

2.1.2.1 wherever practicable, the Contractor shall procure that such

Services are carried out by an existing and suitably qualified
member of Staff, and where such Services are to be carried out
within core hours, no labour element shall be charged to the
Boroughs in respect of such works (and where such Services
cannot be carried out by an existing member of Staff, the cost of
the labour element shall be calculated in accordance with the
Schedule of Rates); and

2.1.2.2 the materials element of the estimated cost shall be the cost of
materials to the Contractor and there shall be no management fee,
margin, overhead, contingency or other cost applied to such costs.

2.2 The Authorised Officer may, following receipt of the Contactor's response given pursuant to
paragraph 2.1:

2.2.1 accept the Contractor's estimate by completing section 3 of the Ad Hoc Works
Order Form and serving the completed form on the Contractor; or

2.2.2 object in writing to the estimated cost, and in such circumstances the Parties shall
act reasonably to agree, as soon as practicable, how the Services specified in the
Ad Hoc Works Order are to be priced and/or implemented. If the Parties cannot
agree how the Services specified in the Ad Hoc Works Order are to be priced
and/or implemented, then the Authorised Officer may withdraw the Ad Hoc Works
Order and the Council (or relevant Borough) may carry out such works/services
itself and paragraph 4.3 shall apply.

2.3 The Contractor shall make no additional charge to the Boroughs for processing,
implementing or managing Ad Hoc Works Order or the Services estimated for and/or
provided pursuant to such Ad Hoc Works Order.

85
3. IMPLEMENTATION

3.1 If the Authorised Officer has accepted the Contractor's estimate in accordance with
paragraph 2.2.1, the Contractor provide the Services required pursuant to the Ad Hoc Works
Order within the timescales specified in the Authorised Officer's acceptance of the
Contractor's estimate pursuant to paragraph 2.2.1. The Contractor shall provide such
Services so as to minimise any inconvenience to the Borough and shall notify the Authorised
Officer in wilting when it believes that such Services have been completed.

3.2 In the event of a dispute, either Party may refer such dispute to the Dispute Resolution
Procedure. Where such dispute concerns the cost of the Services to be provided pursuant to
an Ad Hoc Works Order, the Contractor shall, notwithstanding such dispute, be required to
carry out or implement such Services within the prescribed timescales set out in the relevant
Ad Hoc Works Order.

3.3 Where the Contractor has either

3.3.1 failed to provide a response to an Ad Hoc Works Order pursuant to paragraph 2

(Contractor Response) within fifteen (15) Business Days of the date on which
such Ad Hoc Works Order was issued by the Authorised Officer in accordance
with paragraph 1; or

3.3.2 failed to perform the Services required pursuant to the authorised Ad Hoc Works
Order,

then the Authorised Officer may notify the Contractor that the Ad Hoc Works Order is
withdrawn and following such notification, the Borough may procure the implementation of
the services specified in the Ad Hoc Works Order without further recourse to the Contractor.

3.4 No changes shall be made to the Contract as a result of an Ad Hoc Works Order, unless
otherwise agreed between the Parties.

4. PAYMENT

4.1 Payment for Services provided pursuant to an Ad Hoc Works Order shall be claimed by the
Contractor as part of its invoice submitted to the Council in accordance with clause 28
(Monthly Report and Invoice) of the Conditions of Contract. The Monthly Report
accompanying such invoice shall detail the Services provided pursuant to the Ad Hoc Works
Order and the cost of such Services, in accordance with the requirements of Schedule 6
(Reporting Requirements).

4.2 Payment for Services provided pursuant to an Ad Hoc Works Order shall be made subject to
paragraph 4.1 and in accordance with clause 31 (Certification and Payment) of the
Conditions of Contract.

4.3 No adjustment of any core or fixed payments as set out in Schedule 5 (Payment
Mechanism) shall be made as a result of any Ad Hoc Works Order (or any Services carried
out pursuant to it) unless agreed between the Parties in accordance with the provisions of
clause 24 (Variations) of the Conditions of Contract and/or Schedule 10 (Base Case and
Revision of Base Case).

4.4 The Parties acknowledge and agree that the performance of any ad hoc Services provided
pursuant to an Ad Hoc Works Order shall only be authorised once section 3 of the relevant
Ad Hoc Works Order Form has been signed and completed by the Authorised Officer.

86
 Appendix 1 to Appendix F

Ad Hoc Works Order Form

Lot 2 Ad Hoc Works Order

''1,1"-P atnniCia$00; r J,,' , ge t'; -, Ol?
54. REQUEST FOR SERVICES-(t6 be completedLythe Authorioald Officer) .
• o - zs.4.-0,-. %. ,7 6 ' . ,‘'
t"
K
Ad Hoc Works Order Form Le. eachboreugh,hae a letter reference (M001, S001) . i,
P ... T a --,„
ReferenoS Numben'A* st,:,. ,....
Borough i.e. Merton

i.e. name, post, email address and telephone number of officer

Contact details
making request

Service Category i.e. F - Arboriculture

Service Description i.e. Pollarding of trees listed in Schedule TC1

Schedule of Rates reference i.e. 77, 13 (Note that each Schedule of Rates item will be given a
unique number)

Cost Centre

Description of Ad Hoc Le. carry out pollardingtat Wimbledon Park Road c.f site meeting
Services required

Location where Ad Hoc

Services are to be carried
out

Contact name on Site i.e. Building Manager's name and telephone number

Access Arrangements none required / contact Building Manager or key holder / book in
(delete as appropriate) at office reception / book specific time to attend

Implementation Completion
Date Date
./. ./20 ./ ./20
(optional) (option
al)

Request delivered to (individuals name) acting on behalf of the Contractor

Due diligence by Borough representative/contract manager YES/NO (if yes, provide

required? summary of input
required)
, 44
,02,1CONT tO HESFONS,,, . TREQUES,T Oft4SERillaES4(toMS:mptS
.r.TCWS , ±art.ZIPMWE. r% rata ,fl tatr10.73°01
,Ar. ..,: t -

87
 Contract Manager) ,:rck,

Cost for these ad hoc Services £

Time for these ad hoc Services Hours/Days (delete as appropriate)

Frequency of ad hoc Services in Month

Aggregate Cost of Monthly ad hoc Services £

Issued on behalf of Contractor by the

Signature:
Contract Manager

Date: / /20.... Print Name:

0.2fitegyp aT FOR sEpings;(0a#2tripbsittpyite

te ,tAuthonsedi0fficer)

Signature by the Authorised Officer below authorises this Ad Hoc Works Order and instructs the
provision of the ad hoc Services above in accordance with the Contractors response set
out above, and such Services shall be completed (Authorised Officer to select option (i), (ii)
or (iii) above by inserting an X in the relevant box):

(i) in accordance with the timescales set out in section 1 of this Ad Hoc Works Order Form;

(ii) by no later than fifteen (15) Business Days of the date below; or

(iii) within such other period to be agreed in writing between the Parties (date to be specified
below):

Issued on behalf of Council by the

Signature:
Authorised Officer

Date: / /20.... Print Name:

88
 SCHEDULE 2

Mobilisation Plan

Part 1: Introduction

134
135
137
IA 10 OATS
Part 2: Mobilisation Plan

138
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAIN PENANCE CONTRACT
lNIESOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT
Mobilisation Team

MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 3

MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 4
Mobilisation Staff Offices

MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 5

MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 6
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 7
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 9
II
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 12
II
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 14
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESH1P -GROUNDS MAINTENANCE CONTRACT 15
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 16
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 17
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 19
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 20
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 21
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 22
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 23
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 24
MOBILISATION PLAN - SOUTH LONDON WASTE PARTNESHIP -GROUNDS MAINTENANCE CONTRACT 25
MOBILISATION PLAN -SOUTH LONDON WASTE PARTNESHIP - GROUNDS MAINTENANCE CONTRACT 26
MOBILISATION PLAN - SOUTH LONDON WASTE PACITNESHIP -GROUNDS MAINTENANCE CONTRACT 27
 SCHEDULE 3

Contractor Warranted Data

THE CONTRACTOR

Registered Name: idverde Limited

Registered Company Number: 03542918

Date and Place of Incorporation: 19 March 2008, England

Registered Office: Landscapes House, 3 Rye Hill Office Park, Birmingham Road, Allesley, Coventry,

CV5 9AB

Directors: Richard Chapman, Sarah Hughes-Clarke, Douglas Graham and Nicholas Temple-Heald

Company Secretary: Douglas Graham

Issued Share Capital

THE GUARANTOR

Registered Name: idverde SAS

Registered Company Number: 339 609 661 Nanterre

Date and Place of Incorporation: 25 June 2014, France

Registered Office: 38 Rue Jacques Ibert, 92300 Levallois-Perret, Paris

Directors: Herve Lancon, Vincent Monnot, Nicholas Temple-Heald and Douglas Graham

Company Secretary: Vincent Monnot

Issued Share Capital:

139
 SCHEDULE 4

Services Delivery Plan

140
 SCHEDULE 5

Payment Mechanism

141
 Schedule 5
Payment Mechanism

STRICTLY PRIVATE AND CONFIDENTIAL 1

STRICTLY PRIVATE AND CONFIDENTIAL 3
STRICTLY PRIVATE AND CONFIDENTIAL 4
STRICTLY PRIVATE AND CONFIDENTIAL 5
STRICTLY PRIVATE AND CONFIDENTIAL 7
STRICTLY PRIVATE AND CONFIDENTIAL 8
STRICTLY PRIVATE AND CONFIDENTIAL 9
STRICTLY PRIVATE AND CONFIDENTIAL 10
STRICTLY PRIVATE AND CONFIDENTIAL 11
STRICTLY PRIVATE AND CONFIDENTIAL 12
STRICTLY PRIVATE AND CONFIDENTIAL 13
STRICTLY PRIVATE AND CONFIDENTIAL 14
STRICTLY PRIVATE AND CONFIDENTIAL 15
STRICTLY PRIVATE AND CONFIDENTIAL 16
STRICTLY PRIVATE AND CONFIDENTIAL 17
STRICTLY PRIVATE AND CONFIDENTIAL 18
STRICTLY PRIVATE AND CONFIDENTIAL 19
STRICTLY PRIVATE AND CONFIDENTIAL 20
STRICTLY PRIVATE AND CONFIDENTIAL 21
STRICTLY PRIVATE AND CONFIDENTIAL 22
II
STRICTLY PRIVATE AND CONFIDENTIAL 24
STRICTLY PRIVATE AND CONFIDENTIAL 25
STRICTLY PRIVATE AND CONFIDENTIAL 26
STRICTLY PRIVATE AND CONFIDENTIAL 27
STRICTLY PRIVATE AND CONFIDENTIAL 28
STRICTLY PRIVATE AND CONFIDENTIAL 29
STRICTLY PRIVATE AND CONFIDENTIAL 30
STRICTLY PRIVATE AND CONFIDENTIAL 31
STRICTLY PRIVATE AND CONFIDENTIAL 32
STRICTLY PRIVATE AND CONFIDENTIAL 33
STRICTLY PRIVATE AND CONFIDENTIAL 34
STRICTLY PRIVATE AND CONFIDENTIAL 35
STRICTLY PRIVATE AND CONFIDENTIAL 36
It- 1W1 I ntmni..norvm n AIN M I WAR-I-I 1'I I 0-111.1 I 0
 1
STRICTLY PRIVATE AND CONFIDENTIAL 38
STRICTLY PRIVATE AND CONFIDENTIAL 39
STRICTCYPRIVATEAND CONFIDENTIAL 40
STRICTLY PRIVATE AND CONFIDENTIAL 41
STRICTLY PRIVATE AND CONFIDENTIAL 42
STRICTLY PRIVATE AND CONFIDENTIAL 43
STRICTLY PRIVATE AND CONFIDENTIAL 44
STRICTLY PRIVATE AND CONFIDENTIAL 45
STRICTLY PRIVATE AND CONFIDENTIAL 46
STRICTLY PRIVATE AND CONFIDENTIAL 47
STRICTLY PRIVATE AND CONFIDENTIAL 48
STRICTLY PRIVATE AND CONFIDENTIAL 49
STRICTLY PRIVATE AND CONFIDENTIAL 50
STRICTLY PRIVATE AND CONFIDENTIAL 51
STRICTLY PRIVATE AND CONFIDENTIAL 52
STRICTLY PRIVATE AND CONFIDENTIAL 53
 SCHEDULE 6

Reporting Requirements

SUMMARY

1.1 Any the Authorised Officer specifies any additional reporting requirements as a result of
Services provided pursuant to an Ad Hoc Works Order or new Legislation, such
requirements shall be discussed by the Parties at the next Monthly meeting, and the
Contractor shall supply supporting information to facilitate such discussions.

1.2 The Services contribute to the delivery of the Boroughs' environmental sustainability
targets. Targets for Sutton may be found at the following web link:
httos://www.suttonmov.uk/info/200453/oarks trees and open soaces/1137/environmental
sustainabilitv/3. The Contractor is required to supply environmental information in order to
evidence progress towards the environment core objective as set out in paragraph 1.2 of
Schedule 1 (Specification), and specifically to meeting Sutton's published environmental
targets, within each Monthly Report and Annual Report.

2 OPERATIONAL REPORTING

2.1 The Contractor shall ensure that the Authorised Officer has at all times an up-to-date
statement setting out his intended operational structure and systems of working, including
the following:

(a) the name of the Company Director or Chief Executive who will have direct overall
responsibility for the Contract Manager, together with the names of the Contract
Manager and all supervisory staff and administrative staff involved in the day-to-day
operation of the Contract;

(b) the roles and tasks of the Contract Manager, supervisory staff and administrative staff
and how these interact;

(c) the normal days and hours of working of the Contract Manager, supervisory staff and
administrative staff;

142
 (d) the make, model, category and number of vehicles, equipment and plant used in the
delivery of the Services and, where relevant, details of the Contractors vehicle
operators licence(s);

(e) the make, model, category and number of vehicles, equipment and plant that the
Contractor plans to replace in the current financial year (April to March);

(f) descriptions of the categories of Staff and the number of Staff in each category;

(g) the normal days and hours of working for all Staff;

(h) the expected allocation and utilisation of vehicles, equipment and plant;

(i) the Contractor's key policies (as notified to the Contractor by the Authorised Officer
from time to time) and up to date certificates, including but not limited to; quality
assurance, environmental management system, and other accreditations, including
the 'Integrated Management System', arboriculture accreditations, and cemeteries
accreditations;

Q) descriptions of methods and systems of working including measures and actions to be

taken by all Staff to ensure the highest practical standards of customer care, equal
opportunities, the safety of themselves and others whilst at work;

(k) a description of the methods and systems used for inspecting and servicing vehicles
and the maintenance of such inspection and servicing records.

2.2 The Contractor shall supply the Authorised Officer on request with copies of all duty of care
documents including an annual Waste Transfer Note and any other Waste Transfer Notes.

2.3 The Contractor shall keep a record of locations of all horticultural pests, diseases, and
invasive species, including but not limited to; mildew, aphids, blackspot and Japanese
knotweed, and shall promptly inform the Authorised Officer of new occurrences of such
pests.

3 REPORTING AND COMMUNICATION

3.1 The Contractor shall immediately inform the Authorised Officer in writing of:

143
 (a) any accident involving any vehicle or equipment being used in the performance of the
Services, whether involving any personal injury or not;

(b) any 'Incident', 'Disease' or 'Dangerous Occurrence' that is required to be reported in

accordance with the Reporting of Incidents, Disease and Dangerous Occurrences
Regulations 2013;

(c) any occurrence which involves, or which could involve, the emergency services
(whether perceived as dangerous or not);

(d) any incident causing a breach of environmental legislation or potential harm to the
environment;

(e) any occurrence which affects the ability of Service Users to make full use of a Site (or
any facilities within a Site) or which may affect the reputation of the Boroughs,
including but not limited to:

(i) any incident of vandalism in a cemetery, providing photographic evidence as

may be requested;

(ii) any incidents of non-availability of facilities;

(iii) any incidents of Fly Tipping, including recording such incidents on the
relevant govemment database (e.g. WasteDataFloid), and capturing
evidence where possible to assist with prosecution;

(iv) unofficial use of sports facilities;

(v) any issues or incidents with trees within the Boroughs discovered during the
course of usual work duties; and

(vi) any broken or damaged fumiture, fences, walls, water features or similar.

3.2 The Contractor shall make available all accident and incident reports for inspection by the
Authorised Officer or his appointed representative. The Contractor may from time to time
be required by the Authorised Officer to carry out an investigation and study of accidents or
and/or incidents and to propose measures to reduce their occurrence.

144
4 WEEKLY REPORT

4.1 The Contractor shall compile a concise, complete and accurate electronic report (in a
format downloadable by the Boroughs) on a weekly basis (the "Weekly Report") for each
Borough, setting out a summary of:

(a) the performance of the Contractor under the Contract, measured against Schedule 1
(Specification), the Service Performance Indicators and the PQMS scores, and, for
any failures, the Contractor shall include an explanation of the reasons for the failure
and a proposal for rectifying such failure;

(b) any significant element of the Services not carried out or completed, and the reasons
in each case;

(c) operational data requirements agreed from time to time between the Parties;

(d) the progress made on any accidents/incidents reported to the Authorised Officer in
accordance with paragraph 2 above;

(e) any damage caused to any property, premises or furniture together with a brief
description of the damage and an explanation of the circumstances;

a summary of inspections completed, including any maintenance actions required, to

include completed 'Playground Inspection Report' sheets, waterways and water
features inspection;

(g) a summary of any breaches or concerns in relation to health and safety;

(h) a summary of complaints/and or enquiries received and their status.

4.2 The Contractor shall be required to maintain concise records of labour deployed, work
achieved, and work missed

5 MONTHLY REPORT

5.1 Each Month, the Contractor shall present a complete and accurate electronic report (in a
format downloadable by the Boroughs) (the "Monthly Report") for each Borough to the

145
 Authorised Officer including a copy of the previous Months' records and showing details
under the headings of:

(a) Performance:

(i) the performance of the Contractor under the Contract, measured against
Schedule 1 (Specification) and the Service Performance Indicators (to
include details of any Deductions incurred in the Borough in the relevant
Month) and PQMS, to include a summary of any key achievements and/or
issues relevant to ongoing performance for each Service Category;

(ii) a summary of progress on ICT developments and environmental

sustainability issues;

(iii) a health and safety report containing incident statistics and current actions,
including a near miss report identifying numbers of near miss reports
received, trends, and actions taken, and a summary of the completed
'Playground Inspection Reports' for the period;

(iv) a summary of all maintenance and repair issues, including all buildings
compliance, facilities and equipment inspections;

(v) a summary of any work that is completed under the Schedule of Rates; and

(vi) any Rechargeable Services and/or work completed for which the Boroughs
may recharge the cost of such Services to third parties, including Bills of
Quantity providing a breakdown of the specific measured quantities of work
undertaken and the cost of such work, in accordance with paragraph 1.6.3 of
Schedule 1 (Specification).

(b) Staffing Issues:

(i) the total labour deployed, together with absence and attendance levels,
including any staff training and development undertaken, and a summary of
staffing issues and remedial actions;

(c) Service Users:

146
 (I) a summary report detailing all customer enquiries and complaints received in
accordance with clause 41.4 (Customer Relationship Management) and
Schedule 15 (Service User Procedure);

(d) Stakeholders:

(i) a summary of stakeholders' liaisons and interactions including

communications issued and planned; and

(e) Income:

(i) a summary by income stream of cumulative income for the Contract Month,
together with an assessment of income growth, sports participation and
sports pitches utilisation, grave sales, and any commercial opportunities;
and

(ii) any necessary tax invoices in respect of the payment of VAT.

5.2 In the event that problems with the Services persistently occur at particular locations, the
Authorised Officer may require the Contractor to arrange for a member of the Contractor's
supervisory staff to visit the location and make a signed written report. Any such report shall
include details of the location concemed, the date and time of inspection, and a summary of
the key issues and the reasons for such issues. A copy of such report shall be passed to the
Authorised Officer as soon as possible and the original kept by the Contractor.

6 ANNUAL REPORT

6.1 On an annual date to be advised by the Authorised Officer, the Contractor shall provide to
the Authorised Officer a complete and accurate Annual Report (in a format downloadable
by the Boroughs) for each Borough, containing the following information:

(a) details of any updates to the information provided in accordance with paragraph 9.1(f)
of this Schedule 6 (Reporting Requirements);

(b) a cumulative annual summary of the Monthly Reports submitted by the Contractor
over the past twelve (12) Months, and any updates (as applicable);

(c) breakdown of operational data, including but not limited to;

147
 (i) fleet by fuel type and emission standard;

total waste arisings by category and end destination;

(iii) energy, fuel and water consumption from fleet and estate (broken down by
Site); and

(iv) buildings compliance inspections;

(d) an inventory of allotment tenancies showing the status of rent paid to date;

(e) proposed fees and charges for the next Contract Year for services/facilities offered to
Services Users as part of the Services (including as part of the Cemeteries Services
the Sports Pitches Services and the Play and Leisure Facilities Services);

(f) an environmental performance report detailing:

(i) steps taken to minimise the impact of the Services on the environment and
improve environmental sustainability over the previous Contract Year, in
compliance with the Boroughs' environmental sustainability strategies,
policies and targets, and

(ii) an action plan for the Contract Year ahead, in order to comply with
strategies, policies and targets including, but not limited to, reducing the
consumption of all forms of energy, materials, and water used in delivering
the Services;

(g) an analysis of lessons learned and areas for ongoing development and improvement.
This may refer to commercial and ICT related developments outlined in the Business
Development Plan; and

(h) a summary of the provisions made for the transportation, handling and transfer and all
relevant details of markets secured by the Contractor for all Waste and materials
accepted under the Contract pursuant to clause 44 (Responsibility for Waste) of the
Contract.

7 BUSINESS DEVELOPMENT PLAN

148
7.1 On the date advised by the Authorised Officer in accordance with clause 29.1 (Annual Report
and Business Development Plan), the Contractor shall provide to the Authorised Officer a draft
of the updated Business Development Plan (and such draft shall be reviewed and agreed by
the Parties at the Annual Review). The Business Development Plan shall include:

(a) the Contractor's proposals for progress and change over the remainder of the
Contract Period, including, but not limited to, commercial development, service
improvements, savings on utilities, ICT and improvements to the customer experience;

(b) the Contractor's ongoing planned programme for sport and commercial development
(as agreed with the Council at the Annual Review), including maintenance, installation
and/or replacement of play and leisure equipment, together with progress of any
implementation.

8 BUSINESS CONTINUITY PLAN

8.1 The Contractor shall provide to the Authorised Officer a Business Continuity Plan which
shall set out how the Contractor will address major disruption due to emergencies or
severe weather conditions, and will include how they will address risks in relation to ICT
and telephony, including but not limited to:

(a) maintaining the day to day operation of the Services, including keeping Sites open at
the Allocated Times where appropriate;

(b) in a disaster recovery situation, how the ICT system can still interface with relevant
Borough systems to ensure services are not operationally affected; and

(c) ensuring that the core system is available during agreed core operating hours to
Borough staff and operatives.

9 CONTRACT MONITORING

9.1 The Contractor shall co-operate with the Authorised Officer in monitoring the Contractor's
performance against the provisions of the Contract. The Council's monitoring may include:

(a) random sampling and inspection of all aspects of work carried out or specified;

149
(b) observation of work whilst being carried out and assessment of compliance with
agreed methods and systems of work including health and safety and environmental
requirements (this shall include the right for the Authorised Officer or a nominated
representative to accompany the Contractors Staff on rounds and/or activities in order
to observe the Staff performing the Services);

(c) inspection of any vehicles, plant and equipment and consumables listed in the Asset
Register;

(d) inspection of all documented service and operational records kept by the Contractor;

(e) evaluation of complaints received by the Council or the Contractor; and,

(f) full and transparent inspection at any time of financial records, including invoices paid,
received, income received and cash flow.

150
Sample Weekly Report

151
 Weekly Management Report
"No

merton

Period ending: / /

1. Human Resources

1.1 Staff Movement

New Joiners Position

John Tyler Parks Grass Operative
Claire Smith Sports Supervisor

Position

1.2 Training delivered last week

Participant Course

1.3 Staff Absence

Hours of absence this week Versus same week last year

32 hours - 8 hours

2. Vehicles, Machinery and Equipment

2.1 New assets

Asset Function

2.2 Breakdown and Maintenance Issues

Asset Action Function Impact on service

3. Works Programme

Summary of scheduled/routine tasks carried out during the week:

3.1 Service Category A - Horticulture

id venial:11>i
 Weekly Management Report
Wirt.
r sow/
• Amor

merton =
_.....---

• Routes 1,2 a 3 completed

• Meadow and grass cutting

3.2 Service Category B — Sports Pitch Services

• Line marking for all rugby pitches

• New posts erected at King George V

3.3 Service Category C - Playgrounds and Leisure Services

• Repairs to Cheam Park play area

• New swing set installed at Hayden's Road

3.4 Service Category D — Cleansing and General Maintenance

• Shower heads descaled at all Sutton pavilions

• Benches painted in Beddington Park

3.5 Service Category E — Events Services

• Support for the Wimbledon Park fireworks event

• Clean up after concert in Oaks Park

3.6 Service Category F — Arboriculture Services

• Fell and removal Oaks Park

3.7 Service Category G — Cemetery Services

• Summer bedding MSJC

• Hedges on south boundary Bandon Hill

3.8 Service Category H -Nature Conservation

• Meadow grass flailed

• Mitcham Common flail works

Last Weeks Jobs for All 0

Horsham Status

ID started
Kid Sussex
plarkned

III on device

completed

4,p ,azP -,s§)

Count Of Jobs

id verd4 C 7 2
 Weekly Management Report
allor
Amor

merton

4. PQMS

Dashboard as at / /

Feature Quality Assessment— Merton and Sutton

I
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Nkcy MEI f MIIIM COMANSO PPS
,, MUM IMMIMMMMM ASSONANT
MI M M MI M
Agar MAE MIMM M MMMIMMMI
September _ IMM MIMMIMMIMMI
October WIM M MI MI 11:Prs
Nowabb- M M MMIll MIMMIMMMIM
Deetst‘r MIMI MIMMIMMIMM IMMMIMMIMM
MMMIMMIMIMMNIMMIMMUMMMIM
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APA _
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APPA
Litler and Dins
1111mr

I Amenity Grass Hedges I

haw. Inspected •
Feemreg hand
Amber Fecturti •
Flew. Faded .
196
133
45
38
dental Limit of Itarecy
14%

WM. PQMRao*
Sip
ford 95% confidebe.(-/-5x.)
ran the awry.pop rcb,
" Shrubs I Meadow Grassland I

Pots 92sc . Se -Oft 02.1111 TO 93.4% 1011

Audits this week:

• Wimbledon Park Friends — Wimbledon Park
• Mark Dalzell — Oaks Park
• IDV Account Director — Beddington Park
• IDV Area Manager —John Innes Park

Corrective action required:

• None

5. Community Engagement

• Volunteering days delivered - 10 volunteers carried out horticultural work on the park
• Friends Group meeting attended by Andy Kauffman 23/11/16
• Community clean-up day held in Morden
 Weekly Management Report
v saw
orav

merton
- or.

6. Waste Management

Waste Disposed Waste Recycled

Weighbridge 45t 98.30%
Green waste 36t 100%
Mixed 28t 98.30%
Cardboard Ot 100%

7. Health and Safety Management

f Last week YTD

Near Miss 7 28
Accidents 1 2
Incidents 1 3
RIDDOR 0 0

7.1 Near Misses

• Container wet inside — potential slip hazard. Spillage cleaned

• Flagpole weight. Weight removed
• Supervisor in yard with no Hi-Vis — briefing to ensure Hi-Vis worn at all times in yard
• Irrigation hose on ground — potential trip hazard. Irrigation hose cleared away.
• Cedec tree circles in South Park — trip hazard. Raked as level as possible, but in urgent
need of top up.
• No lighting in and around PML yard — look to increase light levels.
• Leaking water boiler in mess area — reported into helpdesk to be fixed

7.2 Accidents

• Member of cleaning crew strained back when emptying bin in Beddington Park

7.3 Incidents

• Attempted break in at Cheam Park depot, external window damaged. No items stolen.
Matter reported to Police incident no. 98585.

7.4 RIDDOR

• None

4
 Weekly Management Report
• 1•111
• -

merton

8. Income

8.1 Sports Pitch Income

8.1.1 Merton

Merton Sports Income Week Ending xx/xx/xx

Other

Rugby

Cricket

Football - Kids

Football - Adult

Tennis

500 1,000 1,500 2,000 2,500 3,000 3,500 4,000

8.1.2 Sutton

Sutton Sports Income Week Ending xx/xx/xx

Other

Rugby

Cricket
1
Football - Kids

Football - Adult

Tennis

20 40 60 80 100 120 140 160 180

It Actual • Budget

id verd<ke 5
 Weekly Management Report

merton

8.2 Cemeteries Income

8.2.1 Merton

Merton Cemeteries Income Week Ending

xx/xx/xx
4300

4250

4200

4150

4100

4050
Budget Actual

8.2.2 Sutton

Sutton Cemeteries Income Week Ending xx/xx/xx

4300

4250

4200

4150

4100

4050
Budget Actual

idverd<>6
Sample Monthly Report

152
 Monthly Management Report
mar
INV
aimir

merton

Period ending:
ending: / /

1. Human Resources

1.1 Staff Movement

New Joiners Position

John Tyler Parks Grass Operative
Claire Smith Sports Supervisor

Leavers Position a

1.2 Training delivered last month

Participant Course

1.3 Staff Absence

Hours of absence this month YTD YTD last year (var)

82 hours 1 134 hours 148 hours (14 hours)

2. Vehicles, Machinery and Equipment

2.1 New assets

Asset Function

2.2 Breakdown and Maintenance Issues

Asset Action Function Impact on service

3. Works Programme

Summary of scheduled/routine tasks carried out during the past month:

3.1 Service Category A - Horticulture

1
 Monthly Management Report
vAiri"
v Jaw
Amor
Amor
merton

• Routes 1,2 a 3 completed

• Meadow and grass cutting
• Shrub beds along routes 2 and 3 completed
• MSJC and Bandon Hill cemeteries cut
• Floral displays erected in Sutton

3.2 Service Category B — Sports Pitch Services

• Line marking for all rugby pitches

• New posts erected at King George V
• Goal mouth repairs Hayden's Road

3.3 Service Category C - Playgrounds and Leisure Services

• Repairs to Cheam Park play area

• New swing set installed at Hayden's Road
• Green gym serviced at Cheam Park

3.4 Service Category D — Cleansing and General Maintenance

• Shower heads descaled at all Sutton pavilions

• Benches painted in Beddington Park
• New big belly bins installed Beddington Park

3.5 Service Category E — Events Services

• Support for the Wimbledon Park fireworks event

• Clean up after concert in Oaks Park

3.6 Service Category F — Arboriculture Services

• Crown lift Wimbledon Park

• Fell and removal Oaks Park

3.7 Service Category G — Cemetery Services

• Summer bedding MSJC

• Hedges on south boundary Bandon Hill

3.8 Service Category H -Nature Conservation

• Meadow grass flailed

• Mitcham Common flail works
 Monthly Management Report
rw AMA'
V /AI
anew

merton =

Acorn graphic (similar to below) will be included post Acorn Job Planner installation.
Last Months lobs for All
Ha-stem Status

0 started
MA Sussex
Hee Va3ey • Oa:v.1

Sefton cr. &tree

Warepck
• ccrnpeted
Weis seater

% of Jobs

4. PQMS

Dashboard as at / /

Feature Quality Assessment— Merton and Sutton

z id verd 1PI
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O
I .
Pviod t :4;
!ask, M IMI = MOMIIMIM MIMMIMIIIIM MIM M
February MI - IIIM00IM1 M MIII --- M E
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-
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FEATURE QUALITY
May M M MM
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1.X,Aesber M __ L,- MIMI IMMIMMIMMMI
December MIMI MMIIIMMMIMM IMIMMIMMIMMI
1111111111111111111111111MIMMIMMMIMMIMMIMIMI
AIWG101 Cpatity by Feat..

I Litter and Bins

Amenity Grass 1 Hedges

Features Impaled • 146 Cie-rout trost 0 Accsrecy Sacks requ4e6 Pd Pena!

FeceLres Pooped• 133 S_!% feed 951.cc0,-Scree 5%) Shrubs Meadow Grassland 1
Ada F*Sures 45 9,e6 cm,/ cuss rat-
Ft0trts Fc-tt‘11 • 15 CURVY. Prd1

Pass 'SAM 12.6% TO 93-4% 1611

Audits this month:

• Wimbledon Park Friends — Wimbledon Park
• Mark Dalzell — Oaks Park
• IDV Account Director— Beddington Park
• IDV Area Manager —John Innes Park

Corrective action required:

• None

id verde 3
 Monthly Management Report
• SMW
V AN.

merton

5. Community Engagement

• Volunteering days delivered - 10 volunteers carried out horticultural work on the park
• Friends Group meeting attended by Andy Kauffman 23/ 11/16
• Community clean-up day held in Morden

6. Waste Management

4411111111r Waste Disposed Waste Recycled

Weighbridge 45t 98.30%
Green waste 36t 100%
Mixed 28t 98.30%
Cardboard Ot 100%

7. Health and Safety Management

Incident - . ir Last week YTD

Near Miss 7 28
Accidents 1 2
Incidents 1 3
RIDDOR 0 0

7.1 Near Misses

• Container wet inside — potential slip hazard. Spillage cleaned

• Flagpole weight. Weight removed
• Supervisor in yard with no Hi-Vis — briefing to ensure Hi-Vis worn at all times in yard
• Irrigation hose on ground — potential trip hazard. Irrigation hose cleared away.
• Cedec tree circles in South Park — trip hazard. Raked as level as possible, but in urgent
need of top up.
• No lighting in and around PML yard — look to increase light levels.
• Leaking water boiler in mess area — reported into helpdesk to be fixed

7.2 Accidents

• Member of cleaning crew strained back when emptying bin in Beddington Park

7.3 Incidents

• Attempted break in at Cheam Park depot, external window damaged. No items stolen.
Matter reported to Police incident no. 98585.

7.4 RIDDOR

• None
 Monthly Management Report
Air

merton

8. Income

8.1 Sports Pitch Income

8.1.1 Merton

Merton Sports Income June 2019

6,000

5,000

4,000

3,000

2,000

1,000

111 B A B A B A

Last Month This Month YTD

• Tennis • Football -Adult • Football - Kids Cricket • Rugby 11 Other

8.1.2 Sutton

Sutton Sports Income June 2019

6,000

5,000

4,000

3,000

2,000

1,000

B A B A B A

Last Month This Month YTD

•Tennis • Football - Adult • Football - Kids — Cricket • Rugby • Other

• Promotional activity — back to tennis coaching programme at Sutton, 25% of kids pitches
promotion at Merton.

id verd<e >5
 Monthly Management Report
•
merton
-----
8.2 Cemeteries Income

8.2.1 Merton

Merton Monthly Cemetery Income

at end March 2020
7000

6000

5000

1
4000

3000

2000

1000

Budget Actual Budget Actual Budget Actual

Jan Feb Mar

8.2.2 Sutton

Sutton Monthly Cemetery Income

at end March 2020
7000

6000

11
5000

4000

3000

2000

1000

0
Budget Actual Budget Actual Budget Actual

Jan Feb Mar

idverd<>6
Sample Annual Report

153
mertonJ :r

Grounds Maintenance
Services

2020 Annual Report

Prepared by

Contract Director, idverde

Contents
Section Page

1 Executive Summary 3

2 Human Resources

3 Assets

4 Work Programme

5 PQMS

6 Community and Stakeholder Engagement

7 Environmental Management

8 Health and Safety Management

9 Commercial Performance

10 Service Performance Indicators

id verd<>
1 Executive Summary

Summary of the contract's key achievements — operational and financial. Reference to

service performance indicators, QA measures, PQMS, Acorn and stakeholder
engagements.

id verd4 C: )
2 Human Resources

2.1 Overview

Summary of HR management performance — staff resource v price model

projections, absence, training, benefits, LLW, recruitment, attrition.

The table below details the profile of our full time and seasonal employees
for the period of January to December 2020.

Contract Staff Profile 2020

100
90
80
70
60
50
40
30
20
10
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

■ Core Seasonal

Commentary on graphic here.

2.2 Sickness /Absence Performance

Contract Absence v Total Work Hours 2020

16000

14000

12000

10000

8000

6000

4000

2000

0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

■ Internal Training Days ■ External Training Days

id verd1111>
 Commentary on graphic here - % of absence time versus total work hours, cases of
significant absence, long term illness etc.

2.3 Training and Development

The graph below illustrates the total number of internal and external training days
delivered to the contract team.

Training Hours 2020

120

100

80

60

Jan Feb Mar Apr May

IJun Jul Aug Sep Oct Nov Dec

• Internal Training Days n External Training Days

Course completed by quarter

Ql Q2 Q3 Q4 Total

Lantra Ride on Mower Training 9 3 2 14

Lantra Small Plant and Equipment 25 1 3 29

Manual Handling Training 20 12 3 36

Company Inductions 27 1 9 11 48

E-Learning Environmental Awareness 4 1 10 10 25

E-Learning Driving Safety 14 1 10 10 35

Health & Safety Video 10 1 10 21

E-Learning Induction 19 1 8 5 33

Driver Assessor Training 1 5 6

E -Learning spill prevention 4 1 5

id verd<>
 E -Learning Lone working 2 2 4

E-Learning Slips, trips & falls 10 1 10 21

Staff Reviews 3 10 13

E-Learning Asbestos Training 4 8 12

Lantra Trainer update on mowing
machines 3 5 8

E-Learning Risk Assessment

7 1 10 18

CIEH Level 2 COSHH Training

2 2 4

3 Assets

Please refer to Appendix X for a full contract asset list (Schedule 9)

Asset Movement from 2019 Annual Review

Asset Added Asset Removed

id verd
4 Work Programme

Acorn reported work programme performance versus work scheduling

Grass Cutting

■ Programme ■ Incomplete

Horticulture

■ Programme ■ Incomplete
.1

Sports Pitches

■ Programme ■ Incomplete

id verd1:11:110
Cleansing

® Programme 2 Incomplete

5 PQMS

Annual Performance

Feature Quality Assessment— Merton and Sutton

1- 'id verd1:11: 0
iI
Purled i ' b
m m =MINIM 1111111111•111111•1•1111111
M = M MI IIIIIMMIMIIMMI
= 111111=11111011 Ili
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PEATIMEQUALITY
IMMO MINI COMMA* DI
IIIIIMMM MIMMIMIMIMMI ASICSAIENT
Idr = MI = MI MI
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Softetbe. MEI III MIMIME NU
thlober MI= MI MI Ili
Nbast4r MI III III MI EllIIMMIIMIMIMIM
Peeemote MIMI MININMININIIII MIMI= MIMMUM
• Mill MINIMMI MIMIMIMIIIIIIMMMIE- MI
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Fietreasigmeted • 146 04,44 b. 4.:Crec, Soper elmailva ye paried

Nowa had • 1.13 RS% fora VA ms/6/44g (N. 51.1
Mtdir 44:6•46 • 46 po6 at arm* pow feet
4•64444 Foli4 16 Cwire.44064464
66.006 11/.1111 10 9E4% 1411

6 Community & Stakeholder Engagement

6.1 Headlines

• Volunteering days delivered - 10 volunteers carried out horticultural work on the

park
• Friends Group meeting attended by Andy Kauffman 23/11/16
• Community clean-up day held in Morden

8
 6.2 Stakeholder Communications and Education Plan

Objective Performance Actions

7. Environmental Impacts

Quadron idverde has continued to monitor the utilisation of our core fleet in terms of
mileages and route planning via our tracker system. This objective continues to receive
constant focus from our local management team.

7.1 Waste Management

The table below illustrates contract waste by category.

Waste Disposed Waste Recycled v last year

Weighbridge 45t 98.30% (4%)
Green waste 36t 100% + 2.5%
Mixed 28t 98.30% +1.25%
Cardboard Ot 100% (3%)

7.2 Fuel Consumption

The table below illustrates total contract fuel consumption.

Fuel Usage (litres) Q1 Q2 Q3 Q4

Diesel 41,497 38,518 43,866 45,788
Petrol 5,623 5,672 6,333 5,334
Red Diesel 34,596 37,548 41,980 32,676

The table below shows 2020 consumption versus 2019 consumption

Fuel Consumption
100%

80%

60%

40%

20%

0%
Diesel Petrol Red Diesel

■ 2020 2019

4C;1 .
id verd e
 8 Health and Safety Management

_Incident 111E . V 2019

Near Miss 172 + 34
Accidents 24 (5)
Incidents 11 +3
RIDDOR 0 0

8.1 Near Misses

• Container wet inside — potential slip hazard. Spillage cleaned

• Flagpole weight. Weight removed
• Supervisor in yard with no Hi-Vis — briefing to ensure Hi-Vis worn at all times
in yard
• Irrigation hose on ground — potential trip hazard. Irrigation hose cleared
away.
• Cedec tree circles in South Park — trip hazard. Raked as level as possible, but
in urgent need of top up.
• No lighting in and around PML yard — look to increase light levels.
• Leaking water boiler in mess area — reported into helpdesk to be fixed

8.2 Accidents

• Member of cleaning crew strained back when emptying bin in Beddington

Park

8.3 Incidents

• Attempted break in at Cheam Park depot, external window damaged. No

items stolen. Matter reported to Police incident no. 98585.

8.4 RIDDOR

• None

10
 9 Commercial Performance

9.1 Sports Income — Merton

Merton Sports Income

6,000

5,000

4,000

3,000

2,000

1,000

1 1
B A B B A B A B AI B A B A B A B A B AI B A B A

Jan Feb Mar Apr May Jun Jul Aug I Sep Oct ; Nov Dec

• Income • MI ■ si ■

9.2 Sports Income — Sutton

Sutton Sports Income

6,000

5,000

4,000

3,000

2,000

1,000

B A B A B A B A B A! B A! 13 A B A1 13 A B A B A B A

Jan Feb Mar Apr May I Jun Jul Aug i Sep Oct Nov Dec

II Income ■ IN 111 • •

11

4t il
id verd e l '
 9.3 Cemeteries Income -Merton

Merton Cemeteries Income

6,000

5,000

4,000

3,000

2,000

1,000

IIII
; B

Jan
A B

Feb
A B

Mar
A
-ttil..Bl.,AB
B

Apr
A B

May
A

Jun Jul
A B

Aug
A B

Sep
A B

Oct
A H3

Nov
A
h
B

Dec
A

9.4 Cemeteries Income — Sutton

Sutton Cemeteries Income

6,000

5,000

4,000

3,000

2,000

1,000

B A B A B A B A B A B A B A B A B A B A

Jan Feb Mar Apr May Jun Jul I Aug Sep Oct Nov Dec

Narrative on trading year, details of profit share, investment, promotions and

marketing campaigns, new ventures etc.

12

id verd4e : 11
:1 '
 10 Service Performance Indicators

Service Performance Indicators Rectificatio Deduction for failure to Deduction Refresh Actual Deducations
n Period meet the SPI in £ per Period and refresh
incident (unless deduction value (£)
specified otherwise)
1. Customer satisfaction and complaints

(a ) The Contractor shall achieve a score in the Customer Satisfaction N/A 5000 N/A
Survey that is higher than or equal to the baseline Resident's
Satisfaction Survey score for Merton of 72%
(b) The Contractor shall achieve a score in the Customer Satisfaction N/A 5000 per failure on any N/A
Survey that is higher than, equal to, the baseline Customer one of the satisfaction
Satisfaction Survey scores for Sutton which are as follows: targets, which shall apply
Parks — All Residents Satisfaction (82%) only once upon each
Parks — Service Users Satisfaction (88%) survey
Playgrounds — All Residents Satisfaction (71%)
Playgrounds — Service Users Satisfaction (88%)
(c) The Contractor shall respond to a service request, complaint, N/A 250 £50 per each Working
enquiry or Request for Information as set out within Schedule 15 Day
(Service User Procedure)
2. Safety

(a ) In the event of an emergency the Contractor shall redeploy all N/A 5000 N/A
necessary resources as directed by the Authorised Officer in
accordance with paragraphs Error! Reference source not found.
and Error! Reference source not found.of this Specification
(b) The Contractor shall carry out a risk assessment in accordance N/A 5000 £50 per each Working
with the Contractor's working procedures as set out in Schedule Day
4 (Services Delivery Plan)
 Service Performance Indicators Rectificatio Deduction for failure to Deduction Refresh Actual Deducations
n Period meet the SPI in £ per Period and refresh
incident (unless deduction value (£)
_ .111110111600k specified otherwise) le
(c) The Contractor shall carry out tasks in line with the applicable N/A 100 per incident N/A
risk assessment as set out in Schedule 4 (Services Delivery Plan)
(d) The Contractor shall address (to the Council's reasonable N/A 5000 £1000 per each
satisfaction) any of the issues highlighted in any health and safety additional month that
audit in accordance with the recommendations and rectification issues remain
set out within the audit. outstanding
3. Environment

(a ) The Contractor shall use only those fertilisers, products and N/A 1000 N/A
materials as set out in Schedule 4(Services Delivery Plan) or as
agreed with Authorised Officer
4. Availability of Parks/Services

(a) The Contractor shall ensure that all gates at a Site which (in N/A £50 per site £50 per additional
accordance with Appendix C) is to be locked overnight are Open half hour after the
by the Allocated Opening Time. Allocated Opening
Time
(b) The Contractor shall close a Site which (in accordance with N/A 200 per night, per site N/A
Appendix C) is to be locked overnight within two (2) hours of the
agreed time.
(c) The Contractor shall ensure that a pitch or facility is available for N/A 250 per pitch or facility or N/A
use by a Service User by the agreed time (or the pre-booked (in the event of booked
time, in the event of booked pitches or facilities) pitches or facilities) per
booking
S. Availability of equipment/play features

14

id verde4tZ1/
 Service Performance Indicators Rectificatio Deduction for failure to Deduction Refresh Actual Deducations
n Period meet the SPI in £ per Period and refresh
incident (unless deduction value (f)
specified otherwise)
(a) The Contractor shall ensure that an item of equipment or a play 1 working 250 per item £100 per item per
feature (for example, a slide or set of swings) is available for use day day
by Service Users during the specified parks operational times (In
exceptional circumstances, where an item of equipment cannot
be made available due to unavailability of a non-consumable
part, a suitable rectification period will be agreed with the
Authorised Officer)
(b) The Contractor shall ensure that an entire facility (for example, a 1 working 1000 per facility £1000 per facility
water play facility or playground) is available for use by Service day each subsequent day
Users during the time periods agreed with the Authorised Officer
6. Service and standards

(a ) The Contractor shall meet the requirements as set out in this 500 per incident N/A
Specification and Schedule 4 (Services Delivery Plan). (Please
Note: This deduction is in addition to the full value of the work
not completed).
7. Records and reporting

(a ) The Contractor shall comply fully with its obligations set out in 1 working 500 £100 per each
paragraphs [1, 2, 3, 7, 8, 9] of Schedule 6 (Reporting day subsequent working
Requirements) day
(b) The Contractor shall provide the Weekly Report in accordance 1 working 250 per Business Day N/A
with paragraph [4] of Schedule 6 (Reporting Requirements) day
(c) The Contractor shall provide the Monthly Report in accordance 1 working 500 per Business Day N/A
with paragraph [5] of Schedule 6 (Reporting Requirements) day

15

4 .11
>
id verd
 Service Performance Indicators Rectificatio Deduction for failure to Deduction Refresh Actual Deducations
n Period meet the SPI in £ per Period and refresh
incident (unless deduction value (£)
specified otherwise)
(d) The Contractor shall provide the Annual Report in accordance 1 week 1000 per week N/A
with paragraph [6] of Schedule 6 (Reporting Requirements)
8. Cemeteries

(a) The Contractor shall ensure that a burial plot is prepared and N/A 10000 per incident N/A
available at the booked burial time in line with the Specification
and Schedule 4 (Services Delivery Plan)
9. Maintaining appropriate training

(a) The Contractor shall implement an annual appraisal process for 1 month 1000 per member of staff £100 per individual
all staff. This will identify individual training needs to ensure staff per subsequent
are appropriately trained to deliver the service. The Contractor month
will arrange suitable training to address training needs identified
in accordance with paragraph Error! Reference source not
found. of this Specification.
10. Stakeholders and Communication

(a) The Contractor shall adhere to the provisions and principles of 2000 [per annual reporting N/A
Schedule 4 (Services Delivery Plan) and Schedule 16 review]
(Communications Strategy) with regard to working with
Organised Groups and stakeholders

16
 SCHEDULE 7

Parent Company Guarantee

154
 Dated: 2017

THE MAYOR AND BURGESSES OF THE LONDON

BOROUGH OF CROYDON (1)

and

IDVERDE SAS (2)

PARENT COMPANY GUARANTEE

relating to a Contract for Grounds Maintenance Services
THIS DEED is dated 2017

BETWEEN:

(1) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF CROYDON of

Bernard Weatherill House, 8 Mint Walk, Croydon, CR0 1EA (the "Council"); and

(2) IDVERDE SAS (registered in France under company number 339 609 661 Nanterre)
whose registered office is at 38 Rue Jacques Ibert, 92300 Levallois-Perret, Paris) (the
"Guarantor")

NOW IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATIONS

In this Deed where the context so admits:

1.1 The following expression shall have the following meanings:

"Contract"
means the contract dated on or about the date of this Deed between the Council
and the Contractor under which the Council has engaged the Contractor to provide
ground maintenance services and any other amendments agreed by the Contractor
and the Council during the period of this Deed;

"Contractor"
means Idverde Limited (company registered number 03542918) whose registered
office is at Landscapes House, 3 Rye Hill Office Park, Birmingham Road, Allesley,
Coventry, West Midlands, CV5 9AB;

"Expiry"
means the date when the obligations of the Contractor expire under the Contract;

"Guarantor's Agent"
the Guarantor's agent for service in England, as set out in Clause 8.1 of this Deed,
or the substitute agent appointed in accordance with Clause 8.2 of this Deed;

"Services"
has the meaning given to it in the Contract.

1.2 Successors in Title

The Council and the Guarantor shall include both parties' successors in title and
assigns.

1.3 Headings

The headings in this Deed are inserted for convenience only and shall be ignored in
construing the terms and provisions hereof.

1
 1.4 Joint and Several

Where there are two or more persons included in the expressions "Guarantor' or
"Council" then such expressions shall include the plural number and any obligations
expressed to be made by or with such party hereunder or pursuant hereto shall be
deemed to be made and undertaken by such persons jointly and severally.

2 GUARANTEE AND INDEMNITY

2.1 The Guarantor irrevocably and subject to the terms of this Deed:

2.1.1 guarantees to the Council the full and due performance of all of the
Contractor's duties and obligations under the Contract;

2.1.2 guarantees to the Council that, in the event of a breach of the

Contract by the Contractor (which for the purposes of this Deed shall
include any default, occurrence or omission by the Contractor), the
Contractor shall, subject to the provisions of this this Deed satisfy
and discharge in full any sum, loss, debt, damage, interest, cost or
expense sustained or incurred by the Council due and payable as a
result of the Contractor's breach pursuant to and in accordance with
the provisions of or by reference to the Contract. For the avoidance
of doubt the decision of a court or tribunal of competent jurisdiction or
agreement reached between the Contractor and the Council shall be
binding on the Guarantor.

2.2 If the Contractor:

2.2.1 fails to observe or perform any of its duties or obligations to the

Council under the Contract;

2.2.2 breaches the Contract (which for the purposes of this Deed shall
include any default, occurrence or omission by the Contractor); or

2.2.3 fails to pay any sum, loss, debt, damage, interest, cost or expense
due from the Contractor to the Council under or in connection with
the Contract,

then the Guarantor (as a separate and independent obligation and liability from its
obligations and liabilities under Clause 2.1 of this Deed) shall indemnify the Council
from and against all loss, debt, damage, interest, cost or expense sustained or
incurred by the Council by reason of any such failure, breach or non-payment, as
well as all reasonable costs and expenses (including, without limitation, legal costs)
incurred by the Council in the recovery of money that has properly fallen due to the
Council in accordance with the terms of this Deed together with any interest which
by operation of law has accrued on such sums from the date of demand until actual
payment.

3 WARRANTIES

The Guarantor warrants that, as of the date of this Deed:

2
 3.1 it has the power, authority and legal right to incur the obligations under this Deed
and to execute and deliver and to perform and observe the terms and provisions of
this Deed;

3.2 this Deed has been duly and validly executed and delivered by the Guarantor to the
Council and constitutes a legal, valid, binding and enforceable obligation on the
Guarantor; and

3.3 all necessary action has been taken and all authorisations required have been
obtained by the Guarantor to authorise the Guarantor's execution, delivery and
performance of this Deed.

4 AMENDMENTS TO THE CONTRACT

The Contract may be modified, amended or supplemented in any way (including but not
limited to the scope of the Services) without the Guarantor's consent and references to the
Contract in this Deed shall include all such modifications, amendments or supplements
whether made before or after the date hereof. The Guarantor's liability under this Deed
(which includes the Contractor's duties, obligations and liabilities under the Contract as
modified, amended or supplemented) shall not be affected by:

4.1 any such modification, amendment or supplement; or

4.2 any invalidity, avoidance or unenforceability for any reason whatsoever or full or
partial termination of the Contract or the Services; or

4.3 any waiver, concession, allowance of time, compromise or forbearance given to, or
made with, the Contractor. The terms of this Deed shall apply to the terms of any
such compromise as they apply to the Contract.

5 EXTENT OF GUARANTOR'S LIABILITY

5.1 The Guarantor's liability under this Deed shall not exceed the obligations or
liabilities assumed by the Contractor under the Contract.

5.2 This Deed of Guarantee creates a continuing guarantee which shall remain in force
until all obligations of the Contractor under the Contract have been satisfied.

6 ASSIGNMENT

6.1 The Council shall be entitled to assign the benefit of this Deed to any party to whom
it assigns its interest in accordance with the Contract but not otherwise provided the
Guarantor and Contractor shall be entitled to receive notice of such assignment in
writing within a reasonable period of the assignment taking place.

6.2 The Guarantor may not assign or transfer any of its rights and/or obligations under
this Deed without the prior written consent of the Council This Deed shall be binding
on the Guarantor's successors in title.

3
7 SEVERANCE

If any provision of this Deed is held invalid, illegal or unenforceable for any reason by any
court of competent jurisdiction, such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if this Deed had been executed
without such invalid, illegal or unenforceable provision.

8 GUARANTOR'S UK AGENT

8.1 The Guarantor hereby irrevocably appoints as its agent Halco Nominees Limited for
the purpose of receiving service of any proceedings, at the following address.

Company Secretarial (for the attention of Alexandra Jones)

Nalco Nominees Limited
5 Fleet Place
London
EC4M 7RD

8.2 If for any reason the Guarantor's Agent ceases to be able to act as such or no
longer has an address in England, the Guarantor irrevocably agrees to appoint a
substitute agent reasonably acceptable to the Council and to deliver a copy of such
new agent's acceptance of that appointment within 30 days.

9 NOTICES

9.1 Any demand, notice or other communication given in by the Council in connection
with or required by the Guarantee shall:

9.1.1 be made in writing (entirely in the English language);

9.1.2 set out the reasons for any such demand or such notice or
communication; and

9.1.3 be delivered to, or sent by pre-paid first class post to the Guarantor's
Agent at the address specified in Clause 8.1 of this Deed (or such
other address as may be notified to the Council in writing, and
acknowledged in writing by the Council from time to time).

9.2 Any notice or other communication given in by the Guarantor in connection with or
required by the Guarantee shall:

9.2.1 be made in writing (entirely in the English language);

9.2.2 set out the reasons for any such notice or communication;

9.2.3 be delivered to, or sent by pre-paid first class post to the Council's
registered address (or such other address as may be notified to the
Guarantor in writing from time to time), marked for the attention of the
Authorised Officer (as such term is defined in the Contract) for the
Contract.

4
10 JURISDICTION

10.1 This Deed and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.

10.2 The parties irrevocably agree that the courts of England and Wales shall have non-
exclusive jurisdiction to settle any dispute or claim that arises out of or in connection
with this Deed or its subject matter or formation (including non-contractual disputes
or claims).

11 COUNTERPARTS

11.1 This Deed may be executed in any number of counterparts, each of which when
executed and delivered shall constitute a duplicate original, but all the counterparts
shall together constitute the one agreement.

5
IN WITNESS whereof this Deed has been duly executed and delivered as a deed on the date
stated above.

THE COMMON SEAL OF

THE MAYOR AND BURGESSES
OF THE LONDON BOROUGH
OF CROYDON
was hereto affixed in the presence of:

Authorised Signatory

Seal Number:

SIGNED as a DEED by
as attorney for IDVERDE )
SAS under a power of attorney dated )
..... January 2017:

Attorney signature

as attorney for IDVERDE SAS

In the presence of:

Witness signature

Witness name

Witness address

Witness occupation

6
 SCHEDULE 8

Commercially Sensitive Information

The Contractor considers the following content to be 'Commercially Sensitive Information':

• the Base Case;

• Schedule 2 (Mobilisation Plan);

• Schedule 4 (Services Delivery Plan);

• Schedule 5 (Payment Mechanism);

• Schedule 13 (Third Party Income);

• Schedule 14 (Estimated Restructure Costs); and

• Schedule 17 (ICT Implementation Plan).

155
 SCHEDULE 9

Council Assets

SEhedule ?Council Assets

Item No. Purchase Date Keep

Large trailed chipper 1 not known (n.k.) Keep

Ransom Triple 1 2002 Keep

Major mowers trailed 4 2011 x 2 and 2015 Keep

x2
tractor mounted flails 2 2011 & n.k. Keep

small tractor mounted hedge cutters 1 2012 Keep

tractor mounted rotavator 1 2009 Keep

tractor mounted post hole borer 1 1993 Keep

Iseki yard tractor 1 n.k. Keep

large tractor Marston trailers 5 ton 2 2006 & 2010 Keep

tilt body van trailers 3 2007 Keep

flat bed van trailer 1 2007 Keep

caged van trailer 1 n.k. Keep

water bowsers 2 2010 & 2013 Keep

trailed Billy goat sweeper 1 2007 Keep

tractor mounted blower 1 2012 Keep

small shredders 2 2013 Keep

trailed jet washer 1 n.k. Keep

McCormick CX85 Tractor 1 Keep

156
McCormick CX85 Tractor 1 Keep

Case JXU 90 tractor 1 Keep

Case Tractor Front loader 1 Keep

Massey Ferguson Tractor 1 Keep

Parmitor Folding Harrow 1 Keep

Major Rota Deck grasscutter 1 Keep

Hazelwood Trailer 1 Keep

Hazelwood Trailer 1 Keep

Williams Flat Bed Trailor 1 Keep

John Deere Flail 1 Keep

Super Gill seeder 1 Keep

Hyster Forklift Truck 1 Keep

Front loading bucket for McCormick 1 Keep

Vibrating Roller 1 Keep

Turner Flail 1 Keep

Spearhead Flail 1 Keep

Amazone contravator 1 Keep

Gandini tractor mounted wood chipper 1 Keep

Saburu Generator 1 Keep

Ransomes Parkway 2250 plus 1 Keep

Ransomes Parkway 2250 plus 1 Keep

Ransomes Parkway 2250 plus 1 Keep

157
Trenchman 150 1 Keep

Hole Borer 1 Keep

Blec Grader Blade 1 Keep

Post hammer 1 Keep

Earth Quake Deep Spiker 1 Keep

Sisis Mega Slit 1 Keep

Hayter Gang Unit TM749 1 Keep

Hayter Gang Unit 1M749 1 Keep

Hayter Gang Unit TM749 1 Keep

Water Bowser 1 Keep

Camon Shrreder C300 1 Keep

Timberwolf Woodchipper TVV190T 1 Keep

Imants Rota Knife Slitter MK11 1 Keep

Blec Uni Seeder 1 Keep

Tractor Tipper Trailer 6 tonne 1 Keep

Tractor Tipper Trailer 6 tonne 1 Keep

Tractor Tipper Trailer 1 Keep

Mono Range 10 tonne Trailer 1 Keep

Kubota RN 900 4 x 4 truck 1 Keep

Kubota RN 900 4 x 4 truck 1 Keep

Billy Goat Outback Brush wood cutter 1 Keep

Clarke Generator F9510065 1 Keep

158
Clarke Generator F9510065 1 Keep

Muthing Flail 1 Keep

Medusa\Kohler generator 1 Keep

Camon rotavator 1 Keep

Stihl Chainsaw MS 261 1 Keep

Stihl Chainsaw MS 341 1 Keep

Stihl Chainsaw MS 440 1 Keep

Stihl Chainsaw MS 440 1 Keep

Stihl chainsaw MS 269 1 Keep

Indespension Trailer 1 Keep

Indespension Trailer 1 Keep

Stihl Long Arm Pole Saw 1 Keep

Stihl Long Arm Hedge Cutter 1 Keep

Stihl Long Arm Hedge Cutter 1 Keep

Stihl HS Hedge Cutter 1 Keep

Stihl HS Hedge Cutter 1 Keep

Stihl BR 430 Blower 1 Keep

Stihl BR 430 Blower 1 Keep

Stihl BG 86 C Hand Blower 1 Keep

Stihl BG 86 C Hand Blower 1 Keep

Stihl FS410C Strimmer 1 Keep

Stihl FS410C Strimmer 1 Keep

159
Stihl HL 100 long handled hedge 1 Keep
trimmer
Stihl HS 86R Hedge cutter 1 Keep

John Deere 1445 1 Keep

John Deere 1545 1 Keep

Ransommes Triple Highway Plus 1 Keep

Stihl Hedge cutter 1 Keep

Stihl Strimmer FS460C 1 Keep

Stihl Strimmer FS460C 1 Keep

Kawasaki Fido Truck 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

John Deere Gator 1 Keep

Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

160
Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

Brouwer Roller 1 Keep

Graden 1 Keep

Graden 1 Keep

Sisis auto rake 1 Keep

Sisis auto rake 1 Keep

Sisis Robbi sweeper 1 Keep

Sisis Robbi sweeper 1 Keep

Hustler Shortcut 500 1 Keep

Hustler Shortcut 500 1 Keep

Challenger Trailer 1 Keep

Hazlewood Trailer 1 Keep

Wessex Trailer 1 Keep

Fraser Trailer 1 Keep

Turfco Topdresser 1 Keep

Overton leaf sucker 1 Keep

Overton leaf sucker 1 Keep

Scout chem sprayer 1 Keep

Scout chem sprayer 1 Keep

Team Chem sprayer 1 Keep

161
Kubota G18 cut and collect 1 Keep

Kubota GBX 200 1 Keep

Technicor spiker 1 Keep

AS Rotary Mower 1 Keep

AS Rotary Mower 1 Keep

John Deere edger 1 Keep

John Deere edger 1 Keep

John Deere edger 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

Dennis Mower 61 1 Keep

162
Dennis Mower 61 1 Keep

Dennis Mower 51 1 Keep

Protea Mowers 1 Keep

Protea Mowers 1 Keep

Ransommes Matador 1 Keep

Ransommes Matador 1 Keep

Ransommes Marquis 1 Keep

Ransommes Marquis 1 Keep

Ransommes Marquis 1 Keep

Ransommes Marquis 1 Keep

Ransommes Marquis 1 Keep

Ransommes Marquis 1 Keep

Ransommes Super Certes 1 Keep

Ransommes Super Certes 1 Keep

Ransommes Super Certes 1 Keep

Ransommes Super Certes 1 Keep

Ransommes Super Certes 1 Keep

Ransommes Super Certes 1 Keep

Ransommes Super Certes 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

163
Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Hayters 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl shimmers 1 Keep

Stihl strimmers 1 Keep

Stihl Blower 1 Keep

164
Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Blower 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

165
Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Sall Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Longarm Hedge Cutter 1 Keep

Stihl Pole Saw 1 Keep

Stihl Pole Saw 1 Keep

Stihl Pole Saw 1 Keep

Stihl Pole Saw 1 Keep

Stihl Pole Saw 1 Keep

Stihl Pole Saw 1 Keep

Stihl Pole Saw 1 Keep

166
Stihl Pole Saw 1 Keep

Strimmers working 4 2011 Keep

Blowers 7 pre 2010 Keep

Brush cutters 4 2011 Keep

Hedge cutters 6 2011 Keep

Long arm hedge cutter 1 2014 Keep

Chainsaw 3 pre 2010 Keep

JCB mini digger for graves 1 1996 Keep

Kubota digger for graves 1 2008 Keep

Wright stand on mower 2 2011 Keep

Kubota ride one mower working 1 pre 2008 Keep

Kubota ride on mower not working 1 pre 2008 Keep

Compressor 2 pre 2008 Keep

Rotator mini 1 pre 2008 Keep

Water pumps working 1 2008 Keep

Wacker plate 1 2010 Keep

Cement mixer 1 2010 Keep

Generator 1 2010 Keep

Haterete working pre 2008 Keep

Kango 1 pre 2008 Keep

Post auger 1 pre 2008 Keep

Easy go truck 1 2005 Keep

167
Thwaites Dumper Truck 1 2010 Keep

MSJC Assets

Wright Stander mower.48"cut 1 2004 Keep

Kubota 3 tonne excavator 1 2010 Keep

Wright Stander mower 36"cut 1 2004 Keep

Kubota tractor 1 2004 Keep

Thwaites dump truck 1 2011 Keep

Ransomes Matador mower 1 2000 Keep

Hayter pedestrian mowers 3 2000 Keep

Hayter Hawk pedestrian mowers 3 1995 Keep

Stihl FS400 strimmers 4 2014 Keep

Stihl FS100 strimmers 2 2014 Keep

Stihl. pole saw 1 2002 Keep

Stihl long arm hedge cutter 1 2005 Keep

Stihl hedge cutter 1 2002 Keep

Stihl chain saw 1 2011 Keep

Ryobi leaf vac / blower 1 2009 Keep

Stihl back pack blowers 2 2005 Keep

Stihl hand held blower 1 2014 Keep

Alko small rotavator 1 2008 Keep

Kew jet washer 1 1995 Keep

Honda water pump 1 2008 Keep

168
Bad Boy 48"cut stand on mower 1 2013 Keep

Air Compressor 1 2009 Keep

De waft hammer drill 1 2010 Keep

169
 SCHEDULE 10

Base Case and Revision of Base Case

Part 1: Base Case

170
 Part 2: Base Case Instructions

1.Volkshee:/ Reference lo Financinl :.,oriel Guidance Notes .iain Features and Assumptions
P&L Barrow Sheet & Cash flow The data for this worksheet a finked to the proforma sunmary worksheet
This woo/Meet facidates be tabulation of real awl nom hal cash flow values. See the
note section from cell 0182 to V185 contained within the P&L Balance sheet and cash
P&L Balance Sheet & Cash flow
Ibis sheet for guidance on how to evaluate the real data further If there are changes to
the model Wits
The Prod & Loss Accourt, Balance sheet aid CasMow we presented in an FRS
P&L Bakers Sheet & Cash flow forma Workings are shown in the rows 91 to 193 witi links to Ober areas of the
welded.

RR is calcuketed form the series of cash flows generated, sing a 5% discount rate.
P&L Balance Sheet & Cash ROW
Thos cal be amended h the RR carnelian I required twee cells C190 & C193

P&L Balance Sheet & Cash flow Assets financed wider finance leases we assumed to be over 4 yews
M assumption has been tuckided to purchase 90% carted assets under Hee Purchase
agreements, we the aural rate of Interest on capital payments set al 5%. M other
1.3 Ribbon° Terms
cooing capital funding is assumed to came from surplus cash reserves wthin DV. M
interest rate risks we to be borne by DV.
The model assumes that at the end of each accounting period, the equivalent of two
months sates and purchases as outstanding. For example, It is assumed that paymerts
1.5 Waking Capital wil be received an the 1st working day of the moral, therefore, as at the end of March,
February would be outstanding plus March. The sane assumption applies to purchases
for consistency.
The model displays Be costs for insurance and Be retire of such. The "Proforma Pfd -
Pfle sheet shows the annual costs of neurones for each service stream. The sheet
1.8 Mumma labelled "Contract overheads" shows the base assumption rates for Employers and
Pubfic badly insure-he on row 39. Vehicle ill WM* 111 shown In Column 0 of the
"Vehicles Plant & Equtment" sheet
1.8 Accounting and Tax treatment Al values have been shown net of VAT in the financial model
Summary and check sheet to summarise al of proforma values and calculate indexation
Proforma &emery
levels.
Replica gat proforma. PM to Pfl 1 duplicated all on one sheet to collect all costs from
Proforma Pf3 - Pfl 1 other model sheets before transferals to salsa Proforma', showing the monthly
breakdown for the fret 3 years and semi-annually thereafter.
SW Sheet to calculate iodated Addllicruti Moms for hput into Pf13. See section 2.3 of
the admission for the rationale behind me commitments to &IMMal sports income.
Also ii this TAB is a copy of the mote which supports all unique Adventure Goff
iwestmel proposal Please note that we took the dewed decision not to include the
Additional Mom, Calculation CAPE( kr Be Advenbre Goff in Be project finding pro-krona as to do so woukl be
completely maestri} This proposal is for a stand alone, saparatety funded Seisms
witch wffl pay a concession fee to Be Boroughs (included ii the guaranteed addlonal
Hone). We can hotels it dring the obi-Ikea:el period if you disagree TAM OM
Mastro
DV standard Diary of productiviliee for all grounds mainbsnance related tasks.
Productivity List Pros:bodily Codes me ihut into 'Scheduled Work Pricier sheet which then locks re
ratted moductivity from this thrany.
DV standad away of materials costs, costs we allocated against tasks in Productivity
Materials List and then carded to "Scheduled Work Pricing" sheet when Productive code is
allocated to a task
Stomas. Monthly Sales per Service per Comet Sales taken from 'Schedule Walt
Sales Profile Midair aid calculates proportion of sales per earitoe, which is then used to apportion
War costs el the Prole:arias
Calculates apportioran ant of dein aid enact overheads against each service and
Overhead Apportioning Canal for distritutbn to preforms.
Catulates Staff Numbers end Costs per Service based on data In "Scheduled Work
Staff Apportiarng Pricer( for detrbution into Profonnas
Calculates Vehicle Numbers and Costs per Service based on data in 'Team Structure &
Vehicle Apportioning Profilefor cfistrbution int° Proformas
Calculates Plant & Equipment Numbers and Costs per Service based on data In
Plant Apporticobj "Vehicles, Plant & Equipment for distrbeion Into Profonnas
Profiles capital requirements over contract duration based on costs from "Vehicles,
Capital Programme Plant & Equipment and profiles across each service, then carried top °fun. Ia. Mows
input d other ere-off capital costs if necessary.
hput d aboff transformation costs when requivel over contract duration, for
Transformation Programme transposition to adomas.
hp.lt sheet to predict staff turnover during contract perbd based on assumed retiament
Staff Churn
age d CS calculates % threaserdscrease In salary coats based on MO turnover.
Lake Wage Cat Nommen oNy sheet for demonstrate potential altect of LLW and NLW

171
 Standard DV malaria sheet used to hold main variables es and an used in
Main hputs
calculating costs.
Calctdabon sheet to &term he the number of "tnproducttre" 'lours that will require
Static Ste Cabs pricing at the sites with proposed permanent presence. Calculated hours carried to
"Scheduled Work Pricing" far costing.
The central driver of the resources estimafing model. It contains the Annual Works
Programme, which tr essential for the estimate of resources h a highly seasonal
sureness (Columns NIo Z) used to apply productivities, teams, m starlets, and plant 8
Scheduled Work Pricing equipment owlet at individual tasks aid sub tasks required, calculates the variable
cost by task and deflates fixed costs for all of these proportionately against each task
(the thirty exists to alter the allocation of fad costs depending upon din tendering
instructions (this fealty not used for this submission)
Summarises staff requirements based on team allocations ad productivities used in
"Scheduled Work Priam". Calculates the staff numbers required per Wooded lean on
a monthly basis allowing efficient staff poling of the seasonal service. There is also a
Team Sinn-bre and Profile graph which demonstrates the 'labour restate headroom" by month. That is the
difference between actual work hours :squired and the total to be provided as calculated
by the model, which takes trio secant automatically additional hours required for
holidays, sickness training end other contingencies introduced by the esttinata.
Reference sheet to input all relevant operative staff hformation to calculate average
'RIPE Operatives costs per TUPE employee to be used iv calculating overall labour costs
Input sheet to calculate weighted average labour rate per her based on staff required
Labor Rate Calculation from "Team Structure & Praia" and using labour costs from 'TUPE Operatives" and
"Main trouts"
The extensive DV Wary sheet containing at items of plan & equipment that could
possibly be reopi-ed The Active content of the model allows the iitStillebt 03 select from
Vehicles, Plant & Equipment the list, machinery most appropiaa to each task et the Scheduled Work Pricing TAB.
Machinery sale bons we always reviewed by our company erigheen
DV Standard Summary sheet to demcnstrate first yew budget based on costs and
Budget sales calculated irScheduled Work Pricing"
As per "TUPE Operatives" above but specifically for management and alehistration
TUPE Maroman ere
staff.
input Sheet for Itemised Contract Overhead costs and any other costs that cannot be
directly linked to a task in "Scheduled Work Pricing". Total costs Skirled in this sheet
Contract Overheads we then distrbuted across all items in 'Scheduled Work Pricing" NB all these costs are
costs hatred exclustrely in the delivery of the contract This should not be confused
with company central overhead which is Included which the margin in the next TAB
DV Standard summary sheet to demonstrate overall ass wt costs, central overhead,
Tender Summery
margin and sales

172
 Part 3: Revision of Base Case

1 DEFINITIONS

In each part of this Schedule 10 (Base Case and Revision of Base Case) the following
expressions (in addition to those specified in clause 1 of the Conditions of Contract) shall,
save where the context or express provisions of this Contract otherwise requires or admits,
have the following meaning:

Base Case Change Date means the date that any revisions to the Base Case
become effective as agreed by the Parties pursuant to
paragraph 3.2 of this Schedule 10 (Base Case and
Revision of Base Case).

Change in Costs means in respect of any Relevant Event, the effect of

that Relevant Event (whether of a one-off or recurring
nature, and whether upward or downward) upon the
actual or anticipated costs (without double counting).
In the event of a downward variation in costs, the
relevant cost to be deducted in respect of such
Relevant Event shall be the cost identified in the
current version of the Base Case. In the event of an
upward variation in costs, the relevant cost to be
added in respect of such Relevant Event shall be the
actual cost (supported by evidence, such as, for
example, an invoice). The Parties may use and/or
refer to the Change Mechanism as a tool to assist it in
identifying the Change in Costs.

Change in Revenue means in respect of any Relevant Event, the effect of

that Relevant Event (whether of a one-off or recurring
nature, and whether positive or negative) upon the
actual or anticipated Third Party Income (without
double counting). In the event of a downward variation
in revenue, the relevant revenue to be deducted in
respect of such Relevant Event shall be the revenue
identified in the current version of the Base Case.

Estimated Change in means in respect of any Relevant Event the aggregate

173
 Project Costs of any estimated Change in Costs and/or (without
double counting) Change in Revenue (as relevant).

Relevant Event means a Council Variation or a Contractor Variation or

any other significant event agreed between the
Parties, in writing, to be a 'Relevant Event'.

2 APPLICATION — PURPOSE OF THIS SCHEDULE 10 (BASE CASE AND REVISION OF

BASE CASE)

This Schedule 10 (Base Case and Revision of Base Case) describes the arrangements
agreed by the Parties in relation to:

(a) the process and principles of adjustment to be followed in order to make an

adjustment to the Monthly Contract Payment (or any component thereof), facilitated by
an adjustment to the Base Case, due to a Relevant Event or a determination in
accordance with the Dispute Resolution Procedure;

(b) the custody of the Base Case; and

(c) any dispute arising in relation to making an adjustment to the Base Case.

3 REVISIONS TO THE BASE CASE

3.1 Where the Parties agree that the financial consequences of any Relevant Event or the
payment of or release from any sum are best dealt with without an immediate revision to
the Base Case (for example, when there is an urgent service change and there is not
sufficient time to revise the Base Case), they shall agree to make such revision to the
Monthly Contract Payment as necessary on a one-off basis. Such change shall, on next
occasion that there is a revision to the Base Case in accordance with this Schedule 10
(Base Case and Revision of Base Case), be consolidated as an update to the Monthly
Contract Payment and Base Case.

3.2 Prior to making any changes to the Base Case, the Parties shall agree the Base Case
Change Date for the change and the basis of the revision to the Base Case.

174
3.3 In agreeing the Estimated Change in Project Costs and in agreeing other adjustments to
be made to the Base Case arising from a Relevant Event, the Parties shall be entitled to
take into account:

(a) any Change in Costs and Change in Revenue; and

(b) the Base Case Change Date,

and the Contractor shall take all reasonable and appropriate steps (in the opinion of the
Authorised Officer) to mitigate the effects of any revision including, in particular but without
limitation, mitigating any adverse impact upon the Council, adhering to the provisions of
clause 24.5 (Variations) of the Conditions of Contract, and the principles set out in clause
40 (Annual Review) of the Conditions of Contract.

3.4 If the Base Case is to be revised, the Contractor shall, at its own cost (such cost not to be
included, directly or indirectly, in the Base Case), revise the Base Case in accordance
with the principles of adjustment set out in paragraph 4 of this Schedule 10 (Base Case
and Revision of Base Case) and submit to the Council a revised Base Case for approval
within fifteen (15) Business Days of the Base Case Change Date, or by such other date
agreed between the Parties.

3.5 The revised Base Case produced pursuant to paragraph 3.4 of this Schedule 10 (Base
Case and Revision of Base Case) shall, when it is approved in writing by the Council,
become the Base Case for the purposes of this Contract until its further amendment in
accordance with this Contract.

3.6 The Contractor shall ensure that each iteration of the Base Case is provided with a
unique version number and date.

3.7 Following agreement of the revised Base Case, the Contractor shall deliver copies of the
revised Base Case to the Council in accordance with the provisions of paragraph 5.1 of
this Schedule 10 (Base Case and Revision of Base Case), having observed the
necessary version control requirements set out in paragraph 3.6 of this Schedule 10
(Base Case and Revision of Base Case).

3.8 Downward adjustments to the Monthly Contract Payment shall take effect immediately
from and including the Base Case Change Date. Upward adjustments to the Monthly
Contract Payment shall take effect from the later of: (i) the Base Case Change Date; or

175
 (ii) the date upon which the Contractor delivers copies of the revised Base Case to the
Council in accordance with paragraph 5.1 of this Schedule 10 (Base Case and Revision
of Base Case).

3.9 If the Contractor does not perform the revisions required by, and in accordance with this
Schedule 10 (Base Case and Revision of Base Case), the Council may do so and
determine the revised Monthly Contract Payment accordingly. All costs incurred by the
Council in doing so shall be payable by the Contractor to the Council on demand as a
debt, and the Council may exercise its right to set off such liability in accordance with
clause 56 of the Conditions of Contract.

4 PRINCIPLES OF ADJUSTMENT

4.1 The following principles shall be followed in revising the Base Case:

(a) wherever possible the revision shall be carried out without altering the logic, formulae,
inputs and assumptions incorporated in the Base Case in any way whatsoever and
only data such as costs incurred by the Contractor and the timing and amounts of any
related funding drawdowns shall be changed (and, in the event that a variation in
costs requires a variation in funding, then the Parties shall meet to agree how such
variation in funding shall be dealt with and the Base Case shall be adjusted
accordingly to reflect this);

(b) where it is agreed it is necessary to amend the logic, formulae, inputs and
assumptions incorporated in the Base Case to permit structural revisions to be made,
this shall be carried out to the minimum extent necessary;

(c) where any amendment is made to the logic, formulae, inputs and assumptions
incorporated in the Base Case, the Base Case, as amended shall first be run with the
data included in the Base Case immediately prior to amendment to ensure that the
outputs from the Base Case as amended correspond to the outputs immediately prior
to amendment (including the Contractors targeted operating margin as set out in cell
E41 of the sheet entitled 'Pf 2 — Finance Plan' in the Base Case (which is six percent
(6%) in nominal terms)); and

(d) unless expressly agreed by the Parties in writing, the Contractor shall not be permitted
to backdate any increase in the Monthly Contract Payment as a result of a Relevant
Event or any Change in Costs or Change in Revenue.

176
 4.2 The Contractor shall target an operating margin of five percent (5%) throughout the
Contract Period, calculated in accordance with the principles of the original Base Case
(as at the Contract Date).

4.3 The Contractor acknowledges and accepts that, in adjusting the Base Case, it shall not
recover, or set off, any actual or anticipated liability in respect of tax or inflation, unless
otherwise agreed in writing with the Authorised Officer.

4.4 Any amendment to the logic, formulae, inputs and assumptions incorporated in the Base
Case shall be fully recorded so that the manner in which the revised Monthly Contract
Payment is calculated can be readily verified. The Contractor shall maintain an up to date
log of all changes to each version of the Base Case, to include (as a minimum) a
summary of the key data in each version of the Base Case, including revenue, profit,
income share costs and targeted rate of retum and the calculations made (including
references to specific cells, rows or sheets, as applicable, for each) in order to produce
such data and the rationale for each change made.

4.5 In adjusting the Base Case the individual prices and rates which make up the Monthly
Contract Payment should reflect the Change in Revenue and Change in Costs attributed
to the Relevant Event.

4.6 Any amendments to the Base Case shall reflect, be consistent with and be made only in
accordance with the provisions of this Contract and must be agreed by the Parties in
writing.

4.7 Where practicable, the Contractor shall use all reasonable endeavours to carry out
revisions to the Monthly Contract Payment at the end of a Contract Year in order that the
revised Monthly Contract Payment may take effect at the beginning of the next Contract
Year.

5 CUSTODY ARRANGEMENTS FOR THE BASE CASE

5.1 No later than ten (10) Business Days after any revisions to, the Base Case have been
effected and agreed with the Council pursuant to paragraph 3.5 of this Schedule 10
(Base Case and Revision of Base Case), the Contractor shall lodge with the Council two
(2) electronic copies on CD-Rom in Microsoft Excel 2007 compatible format (or any
media/software that replaces this, as agreed between the Parties from time to time) of
each revised Base Case (with instructions for use setting out how to view, verify and

177
 amend the Base Case). The Contractor acknowledges and accepts that, pursuant to
paragraph 3.8 of this Schedule 10 (Base Case and Revision of Base Case), any delay in
delivering copies of the revised Base Case to the Council may result in a delay in upward
revisions to the Monthly Contract Payment taking effect.

5.2 Each version of the Base Case shall be accompanied by a written summary to include a
summary of the key data and changes in that version of the Base Case in accordance
with paragraph 4.4 of this Schedule 10 (Base Case and Revision of Base Case), and any
other information required by the Council from time to time.

5.3 In the event that the Council discovers an error with any Base Case delivered to it
pursuant to clause 26.2 of the Conditions of Contract or paragraph 5.1 of this Schedule
10 (Base Case and Revision of Base Case), the Council shall notify the Contractor. The
Contractor shall amend the Base Case accordingly and no later than ten (10) Business
Days after the date of the Council's notice shall deliver two (2) electronic copies on CD-
Rom in Microsoft Excel 2007 compatible format (or any media/software that replaces this)
of the amended Base Case (with instructions for use setting out how to view, verify and
amend the Base Case) to the Council, accompanied by an updated written summary, as
necessary. Any adjustments to the Monthly Contract Payment as a result of such
amendments shall take effect in accordance with the principles set out at paragraph 3.8
of this Schedule 10 (Base Case and Revision of Base Case).

5.4 Either party shall have the right to inspect and audit the Base Case at their own cost at all
reasonable times.

178
6 DISPUTES

6.1 Where the Contractor and the Council are unable to agree the revisions to the Base Case
(including the actual version of the Base Case to be used prior to the required changes
being made) within sixty (60) Business Days of submission of the revised Base Case by
the Contractor to the Council (or such other time period as is agreed between the
Parties), then the matter shall be determined in accordance with the Dispute Resolution
Procedure. If an arbitrator is appointed pursuant to clause 54 of the Conditions of
Contract, the arbitrator shall have the assistance of an independent auditor appointed by
agreement between the Contractor and the Council or failing such agreement by the
appropriate institution to be named.

6.2 Without prejudice to paragraph 6.1, where the Parties are unable to agree any matter
arising under this Schedule 10 (Base Case and Revision of Base Case), either party may
refer matters for determination pursuant to the Dispute Resolution Procedure.

179
 SCHEDULE 11

Form of Asset Register

Reference Name/ brief Who Is the Who has Who is What is the What is the
number description owns the asset title to the responsible approximate condition/
of asset asset? leased? asset? for loss or value of the state of
damage to asset? repair/
the asset estimated
remaining
life of the
asset?

180
 SCHEDULE 12

Agreed Form Lease

The agreed form Leases are set out on the disc entitled 'Lot 2 Contract — Agreed Form Leases
(Contract Date)' initialled on behalf of the Council and the Contractor on or around the Contract Date.

181
 S C H E D U L E 13
SCHEDULE 13

Income
Third Party Income

1: Sports Pitches and Play

Part 1: Plav and Leisure Facilities Services
Services

1
1 K E Y PRINCIPLES
KEY PRINCIPLES

1.1
1.1 The Contractor
Contractor shall provide the Sports Pitches Services in accordance
accordance with paragraph 6 of
of Schedule 1
1 (Specification)
(Specification) and this Part 1
1 of Schedule
Schedule
13
13 (Third Party Income). The Contractor
Contractor shall provide the Play and Leisure Facilities Services in accordance
accordance with paragraph 7 of Schedule 11
(Specification) and this Part 1
(Specification) 1 of Schedule 13
13 (Third Party Income).
Income).

1.2 The Contractor

Contractor shall provide the marketing, administration
administration and debt recovery function of the Sports Pitches Services and Play and Leisure Facilities
Facilities
Services.

1.3
1.3 The Contractor
Contractor shall handle all correspondence
correspondence (including calls, online enquiries, bookings, written requests and queries made via any other method
method
of communication)
of communication) with customers
customers and/or potential customers
customers in relation to the Sports Pitches Services
Services and Play
Play and Leisure Facilities Services
Services
correspondence is directly with the customer/potential
(whether such correspondence customer/potential customer,
customer, or is initially forwarded on to the Contractor
Contractor by the Council or the
15 (Service User Procedure).
Boroughs) in accordance with Schedule 15 Procedure).

1.4 The Contractor shall maintain data on Sports Pitches bookings, income and trends, and shall provide updates on such data (to include pitch
pitch
numbers) as part of its Monthly Report and Annual Report.
subscription numbers) Report.

1.5
1.5 All payments from the Sports Pitches Services customers
customers and the Play and Leisure Facilities Services customers
customers will be made to the Contractor
Contractor
Council/Boroughs in accordance
(acting as agent for the Council) and then passed to the Council/Boroughs accordance with Schedule
Schedule 5
5 (Payment
(Payment Mechanism).
Mechanism).

182
1.6
1.6 Services
The Contractor shall provide each Borough with guaranteed income in respect of the Sports Pitches Services and Play and Leisure Facilities Services
13.1.1 of Schedule 5 (Payment
in accordance with paragraph 13.1.1 (Payment Mechanism)
Mechanism) as set out at lines 1
1 and 2 of the Base Case excerpt in paragraph 2 below.

1.7
1.7 Contractor shall provide each Borough with a share of any revenue generated from the Sports Pitches Services and Play and Leisure Facilities
The Contractor Facilities

be
Services in excess of the total level of guaranteed income as set out at line 3 of the Base Case excerpt in paragraph 2 below. Payments shall be
(Payment Mechanism)
made in accordance with paragraph 14 of Schedule 5 (Payment Mechanism) and will be net of the cost of the 'Sports Pitches Play and Leisure
Leisure

Contractor)
Manager' (employed by the Contractor) Contract Year x MPI (where MPI is the indexation factor calculated in accordance with
(Payment Mechanism)).
paragraph 19.1.1 of Schedule 5 (Payment Mechanism)).

2 B A S E CASE:
BASE C A S E : GUARANTEED
G U A R A N T E E D INCOME,
INCOME, EXCESS
E X C E S S REVENUE
R E V E N U E SHARE
S H A R E AND
AND COSTS
COSTS

MKIPOTvJW l^MF^itnnafl
,42.4402041.711 * 1/4/2B2H „" ' W20$4* 7
t.14./20114f-dil
to * &I. , i & rtt)' * to t ' , Jkto'
to ' to
44ir 221\
tru3iv8i61r,1
$1/3/201 tr 31l/a/201<9
.110/312091EJ 3175/2020
III1 l 11101.202C•,-.2,
2020t 7,.:7
1
3-W372021 ,.t,t311311022tt_
,33/3^022' , t31/3/20221,1A
31/3/2023 £ S39312024`,
. 34M2U4' , 1341312021y
31/3/3026 -
K**, 1 f ' ^ , ,f * 3 [ 4=
4, 5 t <6i ^ ^ ' ' 1 8 * *1
r v

lwatedlogdat, It)
Merton 1
1

Sutton 2

1 " » ,
r

" ... — .•' w

», . . ... J

w
vesitutairse
Partnership Share
Sham
Where Gil
Where Gil is the Guaranteed Income Indexation Factor for the relevant Contract Year calculated in accordance with paragraph 19.1.3
19.1.3 of
of Schedule
Schedule55
Mechanism).
(Payment Mechanism).

183
 Part 2: Cemeteries Services

3 K E Y PRINCIPLES
KEY PRINCIPLES

3.1
3.1 Contractor shall provide Cemeteries
The Contractor Cemeteries Services in accordance
accordance with paragraph 11
11 of Schedule 1
1 (Specification)
(Specification) and this Part 2 of Schedule 13
13
Income).
(Third Party Income).

3.2 Contractor shall provide the administration, marketing, sales and debt recovery function of the Cemeteries
The Contractor Cemeteries Services
Services.

3.3 correspondence (including calls, online enquiries, written requests and queries made via any other method of
The Contractor shall handle all correspondence
communication) with customers and/or potential customers
communication) customers in relation to the Cemeteries
Cemeteries Services (whether
(whether such correspondence
correspondence is directly with the
customer/potential customer,
customer/potential customer, or is initially forwarded on to the Contractor
Contractor by the Council or the Boroughs)
Boroughs) in accordance
accordance with Schedule 15
15 (Service
(Service
Procedure).
User Procedure).

3.4 Contractor shall maintain records relating to burials and grave sales and shall provide a monthly update on such list as part of its Monthly Report.
The Contractor Report.

3.5 customers will be made directly to the Contractor.

All payments from Cemeteries Services customers Contractor.

3.6 Cemeteries Services as set out at lines 1

The Contractor shall provide each Borough with guaranteed income in-respect of the Cemeteries 1 and 2 of the Base
Base

accordance with paragraph 13.1.2 of Schedule 5 (Payment

Case excerpt in paragraph 4 below. Payments shall be made in accordance (Payment Mechanism).
Mechanism).

3.7 Contractor shall provide each Borough with a share of any revenue generated from the Cemeteries
The Contractor Cemeteries Services in excess of the total level of
accordance with paragraph 14.1.5
guaranteed income as set out at line 3 of the Base Case excerpt in paragraph 4 below. Payments shall be made in accordance 14.1.5
of Schedule 5 (Payment
of (Payment Mechanism).
Mechanism).

184
 4
4 B A S E CASE:
BASE C A S E : GUARANTEED
G U A R A N T E E D INCOME,
INCOME, EXCESS
E X C E S S REVENUE
R E V E N U E SHARE
S H A R E AND
AND COSTS
COSTS

j Contract Year 1
. 1/4/20174
1/4/2017' ! :1/412010.
1/4V20183
1/4/2019; : •• ' •1M/20201
114/2019i 1
1/4/2020 : . .114/2021L]
1/4/2021 / 174/2022- -.
. 1/4/2022" , 1/4/2023,
1/4/2023-, :
1; 1/4/2024 .
1/4/2024
[ iLto.- L . • to•
io> '" i " •• ;•. To
To, - :\ to tO_ to •;: • to. v . • ": toTto! . ", !
v :

i • f 31/3/20,18
31/3/2018 31/3/201S:'
31/3/2019] 31/3/2020
31/3/2020] I 3113/2021,
31/3/2021 31/3/2022
21/3/2022 .31/3/2023::
1.31/3/2023 ,31/3/2024
31/3/2024, /31/3/2025'
31/3/2025' -
i • :

l ' • t: . 1~ . .^2 ... ! L\ ~s*«•3" 3 K . ... ;4: ,~

:
;
, -.5: r
' . 66;- •' ' ^
:J
471' 1 : ,Q] ]•_..•-!
:

f Guaranteed, Income (£ r
1"GitaiiiiitesitChconieq£,
Merton 1
1

Sutton 2

'' IiitafiGuar4riti3ed
Total (Guaranteed 3'
Cemeteries halms
]Ceifietiterlek income
Excess Share (%)
'Eitcess,Shatea)
Merton and Sutton
GHisis the
Where Gil theGuaranteed
GuaranteedIncome
IncomeIndexation
IndexationFactor
Factor for
for the
therelevant
relevant Contract
Contract Year
Yearcalculated
calculatedin
inaccordance
accordance with
withparagraph
paragraph 19.1.3
19.1.3of
ofSchedule
Schedules
5
(Payment Mechanism).

185
 Additional Income
Part 3: Additional Income Payment (Relating
(Relating to
to Adventure
Adventure Golf/
Golfl

5
5 K E Y PRINCIPLES
KEY PRINCIPLES

5.1
5.1 The Contractor
Contractor shall provide each Borough
Borough with additional
additional guaranteed
guaranteed income
income in respect
respect of
of the proposed
proposed adventure
adventure golf
golf facilities in accordance
accordance with
paragraphs
paragraphs 13.1.3 of Schedule 5 (Payment
(Payment Mechanism), Schedule 4
4 (Services
(Services Delivery Plan) and this Part 3 of
of Schedule 13
13 (Third Party Income),
Income),

1 and 2 of
as set out in lines 1 of the Base Case excerpt
excerpt in paragraph
paragraph 6 below. Payments
Payments shall be made in accordance
accordance with paragraph
paragraph 13 of
of Schedule 5

(Payment Mechanism).
(Payment Mechanism).

6 B A S E CASE:
BASE C A S E : GUARANTEED
G U A R A N T E E D INCOME
INCOME

CoiitracfcYear
`0411P':40 0qiirt - 114/2017 '. t[ • 1/4/2018!
1/4/2018: -*J:: 114/2019L
1/4/201*.. I- ! .114/20201
1/4/2020' -,. I,.;,
..,:: 1/4/2021' :';',.1'1412022`
'. 1/4/2021-^ "L 1/4/2022^ . i- I- ....21/4/2021.
:
,1/4/2023> ...'
J. 1/4/2024
.tto • • v.; • to ; > to '
• 'to to . ; -•.^•••stb
'-;Ito ,.. 7.: ; -lt6i-. v... , -.- to
.t'litiC; :

31/3/2018 :• , 3113/2019:"
' 11/3/2018 31/3/20,1* .; ;; 11/3/2020'
31/3/2020, ...:--
; 1311
,31/3/2021
/31202t, , i 31/3/2022 - - . .•.,;. -31/3/2023
31/3/2023 -"'.'~ -;31/3/2024`:`
V31/3/2024'- ,1 , 31/3/2025
31/3/2025
1 r , 1 1 : . 2 i:. •:. ; ... ' 3;
3 ",.C. • ':.\4. S- .> •5, • . •••••'••.6:-:. r--:,l . • . v 7 7 „-.v . ; 8
Guaranteed* lncome;(£)
rGuaranteethIncome;(£). < - '.'[•, V.v -\-A
Merton
Merton 1
Sutton
Sutton 2

186
 SCHEDULE 14

Estimated Restructure Costs

0
 SCHEDULE 15

Service User Procedure

1 DEFINITIONS

1.1 For the purposes of this Schedule 15 (Service User Procedure), the following expressions
shall have the meaning hereby ascribed to them:

Compliment means a Service User statement of positive recognition or

praise for a service or individual.

Simple Service Request means a request for Services made by a resident in

person, over the telephone, by email, or using a Borough's
website which is capable of being resolved without any
further investigation.

Complex Service Request means any service request that includes any investigation
over and above a Simple Service Request.

Formal Complaint means any statement or complaint made by a Service

User identified by the Service User Contact Centre
operator as a 'Formal Complaint, or stated by the Service
User to be a 'Formal Complaint, and recorded as such.

Service Request means a Simple Service Request or a Complex Service

Request.

Stage 1 Complaint means any Formal Complaint designated to be a 'Stage 1'

complaint in accordance with the relevant Borough's
complaints procedure.

Stage 2 Complaint means any Formal Complaint designated to be a 'Stage 2'

complaint in accordance with the relevant Borough's
complaints procedure.

2 GENERAL

Enquiries from Councillors and Members of Parliament

2.1 From time to time, the Borough(s) may receive an enquiry from a Councillor or a Member of
Parliament in respect of the Contractor, this Contract or the Services (the "Enquiry"). In the

188
 event that the Contractor directly receives an Enquiry, then it shall promptly notify the relevant
Borough.

2.2 The relevant Borough may discuss an Enquiry with the Contractor (if the Borough deems this
necessary), and the Borough may notify the Contractor that information or action is required
as a result of such Enquiry. The Contractor shall provide any such information requested, or
shall undertake any such action required, as soon as possible, and within five (5) Business
Days of such notice.

Persistent and/or vexatious complaints

2.3 Appendix 1 sets out the Boroughs' procedures for dealing with persistent and/or vexatious
complaints. From time to time, the Contractor may be required to assist the Boroughs in the
implementation of such procedures.

2.4 In the event that the Contractor identifies a potential persistent and/or vexatious complainant,
then it shall promptly notify the relevant Borough.

Service,Requests, Formal Complaints and Compliments not relating to this Contract

2.5 In the event that a Service Request, Formal Complaint or Compliment is made directly to the
Contractor or the Staff that does not relate to the Contractor, this Contract or the Services,
then the Contractor shall, and shall procure that the Staff shall, advise the Service User to
contact the relevant Borough directly (and the Contractor shall ensure that all Staff receive
appropriate training on this procedure). In addition, the Contractor shall promptly notify the
relevant Borough of such Service Request, Formal Complaint or Compliment, providing the
Borough with as much information as is reasonably practicable in the circumstances.

3 MAKING A SIMPLE OR COMPLEX SERVICE REQUEST, A COMPLAINT OR A

COMPLIMENT

Summary of the Procedure

3.1 Service Users may make a Service Request, Formal Complaint or a Compliment using a
variety of methods. Each Borough will log any Service Request, Formal Complaint or a
Compliment it receives on its CRM system.

189
3.2 In the event that a Service Request, a Formal Complaint or a Compliment is made directly to
the Contractor or a Contractor Related Party, then the Contractor shall immediately make a
record of this on the relevant Borough's CRM system.

3.3 In the event that a Service Request, a Formal Complaint or a Compliment is made to the Staff,
then the member of Staff shall inform the Service User of the formal procedure for making
such Service Request, Formal Complaint or Compliment (and the Contractor shall ensure that
all Staff receive appropriate training on this Service User Procedure).

3.4 The Authorised Officer may at any time direct the Contractor to send draft responses to
Service Requests or Formal Complaints to a Borough client team. In such cases the
Authorised Officer shall confirm the relevant Borough contact point to whom responses should
be sent, and whether the Borough will then be responsible for sending the final response to
the Service User, or, if the Borough shall then direct the Contractor to send the approved
response to the Service User. In each case the Contractor must update the relevant
Borough's CRM system in order that the status of each response, whether draft, approved, or
sent, is clear.

3.5 In the event that a Borough's CRM system is unavailable for any reason, the Contractor shall
make a record of each update in relation to all Service Requests, Formal Complaints and
Compliments as set out within this schedule, and provide this to the Authorised Officer by
means of the process which shall be agreed between the parties at the time.

4 SIMPLE AND COMPLEX SERVICE REQUESTS

All Service Requests

4.1 Service Requests are typically acknowledged within two (2) Business Days of first receiving
notification. The date/time at which a Service Request is acknowledged shall be noted on the
relevant Borough's CRM system.

4.2 All Service Requests must be resolved by the Contractor within the timeframes specified
within this procedure.

4.3 Service Requests must be actioned by the Contractor in accordance with Schedule 1
(Specification) and Schedule 4 (Services Delivery Plan); the time period in which a Service
Request must be actioned shall commence on the date/time at which the Service Request is
notified to the Contractor.

190
4.4 Once the Contractor has completed the Service Request, it shall update the relevant
Borough's CRM system accordingly.

4.5 In the event that a response to a Service Request to a Service User is deemed necessary,
and such response is supplied by the Contractor, then the Contractor must ensure that
records are kept of the date, time and outcome of the response and this must be recorded on
the relevant Borough's CRM system.

Complex Service Requests

4.6 Subject to paragraph 4.7 below, investigation and any follow-up actions (including providing a
full response detailing these actions and outcome, where appropriate) required as a result of a
Complex Service Request must completed within ten (10) Business Days of receipt of the
Complex Service Request.

4.7 In the event it is not possible to conclude the investigation and any follow-up actions required
as a result of a Complex Service Request within ten (10) Business Days, the Contractor shall
inform the Service User (via the initial method of communication except where an alternative
method of communication has been agreed with the Service User) and the relevant Borough
of the reasons for the delay and the expected response date. Such expected response date
must be within twenty (20) Business Days of the Complex Service Request being made. At
each stage, the Contractor shall immediately update the relevant Borough's CRM system.

5 FORMAL COMPLAINTS: STAGE 1 COMPLAINTS

Acknowledging the Formal Complaint

5.1 Formal Complaints are typically acknowledged within two (2) Business Days of first receiving
notification. The date/time at which a Formal Complaint is acknowledged shall be noted on
the relevant Borough's CRM system (the "Reference Date").

Dealing with a Service Request relating to a Formal Complaint

5.2 Any element of the Formal Complaint relating to a Service Request must be dealt with as
quickly as possible and in any event within two (2) Business Days of the Reference Date.

191
Responsibility for resolving the Stage 1 Complaint

5.3 Stage 1 Complaints are the responsibility of the Contractor to resolve. This will include Stage
1 Complaints made by Service Users to the Boroughs about the Contractor, and/or by any
Service User about the Services

Respond within 10 working days

5.4 The Contractor must resolve the Stage 1 Complaint and send a response to the Service User
within ten (10) Business Days of the Reference Date. Responses may be sent via the initial
method of communication as that in which the Stage 1 Complaint was made, except where an
alternative method of communication has been agreed with the Service User. The Stage 1
response should advise the Service User of their rights to escalate their Stage 1 Complaint to
a Stage 2 Complaint, in line with the relevant Borough's complaints procedure. The response
to a Formal Complaint including the date/time and method of communication shall be noted on
the relevant Borough's CRM system.

Delay to expected response

5.5 In the event it is not possible to conclude the investigation and any follow-up actions required
as a result of a Stage 1 Complaint within ten (10) Business Days of the Reference Date, the
Contractor shall inform the Service User (via the initial method of communication, except
where an altemative method of communication has been agreed with Service User) and the
relevant Borough of the reasons for the delay and the expected response date. Such expected
response date must be within twenty (20) Business Days of the Stage 1 Complaint being
made. At each stage, the Contractor shall immediately update the relevant Borough's CRM
system.

6 FORMAL COMPLAINTS: STAGE 2 COMPLAINTS

6.1 If, within twenty eight (28) Business Days (or such other timeframe accepted by the relevant
Borough due to mitigating circumstances) of receiving a response pursuant to paragraph 5, a
Service User is not satisfied that all aspects of their Formal Complaint have been addressed
and the Service User wishes to escalate their Formal Complaint, then the Service User may
notify the Contractor and/or the Boroughs stating which aspects of the response they are
dissatisfied with and their desired outcome (and the Service User may provide additional or
further information). For clarity, the process for escalating a Stage 1 Complaint to a Stage 2

192
 Complaint shall be set out within each Borough's standard template, which shall be provided
to the Contractor.

6.2 Following notice from the Service User in accordance with paragraph 6.1, the Borough shall
update its CRM system. In the event that the Contractor is the direct recipient of such notice,
the Contractor shall immediately notify the relevant Borough and update the relevant
Borough's CRM system.

6.3 Following the updating of its CRM system in accordance with paragraph 6.2, the relevant
Borough shall undertake an investigation to determine whether a Stage 1 Complaint should be
progressed to a Stage 2 Complaint (and this determination shall be solely at the Borough's
discretion). The Borough's investigation may also look at clusters of Service Requests or
Stage 1 complaints about a particular issue in order to identify potential improvements to
Borough services. Where appropriate, the Borough's investigating officer may instruct the
Contractor to conduct an investigation and/or contribute to its investigation and/or its response
to the Service User. The Contractor shall promptly provide the investigating officer with access
to any information or officers required to complete the investigation.

7 URGENT OR EXCEPTIONAL CASES (INCLUDING REFERENCES TO THE LOCAL

GOVERNMENT OMBUDSMAN

7.1 In the event that the Borough deems that a particular Service Request or Formal Complaint is
urgent or exceptional, or that completing the relevant Borough's complaints procedure would
be detrimental to the Service User, or where it is clear that the complaint cannot be resolved
by the Borough, then the Borough may notify the Contractor that the procedure set out in this
Schedule 15 (Service User Procedure) shall not be followed or shall be amended. This may
also be the case in the event that a Service User complains to the Local Government
Ombudsman ("LGO"), or if an early referral is made to the LGO by the Borough's Chief
Executive.

8 SUMMARY OF INDICATIVE TIMESCALES

Stage Timescale Responsibility Response

Agreed by
Acknowledgement of Service 2 Business Days Borough N/A
Request

Resolution of Service Request Timescales as Contractor N/A

set out within
Schedule 1
(Specification)

193
 and Schedule 4
(Services
Delivery Plan)

Response to Complex Service 10 Business Contractor Contractor

Request and recording on CRM Days
system

Stage 1 Complaint 2 Business Days Borough N/A

Acknowledgement

Stage 1 Complaint Response 10 Business Contractor Contractor

Days
Request to escalate to Stage 2 28 Business Service User N/A
Complaint Days or as
otherwise
specified by the
Borough

Stage 2 Complaint Response 20 Business Borough Borough

Days
Contractor to promptly
provide necessary
information and
resources as required by
the Borough

Urgent/exceptional cases Depends on the Borough Borough

circumstances
Local Government Ombudsman As directed by LGO LGO
the LGO (usually
20 Business
Days)

9 REPORTING REQUIREMENTS

9.1 The Contractor shall report performance against this Service User Procedure and provide a
weekly summary of Service Requests, Formal Complaints and Compliments received in
accordance with Schedule 6 (Reporting Requirements).

194
 APPENDIX 1

Borough Procedures for Persistent and/or Vexatious Complaints

1 MERTON

Merton's procedure as updated from time to time. As at the Contract Date, Merton's procedure
is as set out below:

195
Complaints, Comments & Compliments Policy
1. INTRODUCTION

We welcome our customers' views and will use them to improve our services.
The purpose of this policy is to provide a framework for dealing with
complaints, comments and compliments. It explains our processes and our
obligations to our customers and the role of the Local Government
Ombudsman.

1.1 Aims
Merton Council aims to provide excellent services to all our customers, but
occasionally things go wrong. Complaints help us to put things right and
make sure the same mistake does not happen again.

Our corporate complaints policy aims to ensure that customers:

• know where and how to complain and have easy access to our complaints
system;
• receive an acknowledgement and information on the progress of their
complaint; and
• receive an appropriate response with prompt and adequate action when
we have failed to provide a satisfactory service.

We aim to respond to customer feedback in a consistent and professional

manner, and use complaints to shape our services by providing regular
reports about the complaints we receive.

1.2 Merton Council's definitions of a complaint, a comment, and a

compliment

A complaint is... ... an expression of dissatisfaction about the council's

action or lack of action, or about the standard of a
service, whether the action was taken by the council
itself or a person acting on behalf of the council.
A comment is... ...a personal opinion or belief, feedback or remark
expressed by a customer. Where the customer
indicates they expect a reply, or where it is otherwise
thought appropriate to do so, this should be dealt with
as general correspondence.
A compliment is... ...defined as a customer statement of positive
recognition or praise for a service or individual.
Where appropriate officers may acknowledge
compliments.

1
1.3 Scope of the complaints policy
There are a number of types of complaints that are not covered by this
procedure; many relate to separate legal appeals processes, these include:
• complaints where the customer has started legal proceedings or has
previously taken the matter to court or tribunal .
• appeals about planning decisions and enforcement are dealt with under
the Town and Country Planning appeals procedure
http://www.planninoportal.gov.uk/planning/appeals/planninginspectorate
• school admissions issues are dealt with by an Admission Appeal Panel
http://www.merton.gov.uk/learninq/schools/changincischool/admissions/ad
missionsappeals.htm
• housing and council tax benefit appeals are dealt with by the Benefit
Appeals Tribunal http://www.merton.gov.uk/benefitsappeals
• appeals relating to social care financial assessments are dealt with by the
Financial Assessment Review and Appeals Procedure
http://www.merton.dov.uk/living/care/financialassessment/fa-
complaints.htm
• appeals relating to Special Education Needs (SEN) provision are dealt
with by their own appeals process
http://www.merton.00v.uk/learnino/edinclusion/sen guide for parents
arers.pdf
• complaints about parking penalties which are dealt with by their own
appeals process http://www.merton.gov.uk/living/transport-
streets/parking/pcn/pcnappeals.htm
• appeals relating to homelessness applications
http://www.merton.dov.ukilivind/housind/homelessness/rightsunderhomele
sspersonsledislation.htm
• complaints from members of staff (or potential members of staff) about
personnel matters are dealt with through our grievance procedure
http://intranet/councilwide/hr/peoplemanadement.htm ;
• complaints by staff members about corporate support services, are dealt
with through their Business Partner http://intranet/departments/cs-
index/cs-whoibusinessoartners.htm
• complaints from contractors or potential contractors relating to the award
of contracts are dealt with under the procurement process
http://www.mertonmov.uk/workino/businesssupport/procurement.htm
• complaints from councillors about the conduct of staff should be directed
to the relevant director or, if about a director, to the Chief Executive.
Complaints from councillors as service users will be dealt with under this
complaints policy.

This list is a guide and is not exhaustive. There are other issues we cannot
investigate because there is a more appropriate body to deal with it. Where
this is relevant we will advise you on the procedure. Some complaints which
are covered by this policy follow different resolution processes. These are
explained in section 3 of this policy.
Complaints may be linked to other processes such as legal proceedings,
insurance claims or disciplinary proceedings. Sometimes it will not be possible
to resolve the complaint whilst the proceedings are ongoing. Customers
should be advised that any action may not be suspended during the
investigation, but if a complaint is upheld we will reimburse or rectify the
situation.

In addition, we will generally not investigate complaints relating to issues over

12 months old.

1.4Complaints about policies

Many complaints are expressions of dissatisfaction with the council's policy in
a specific service area, as opposed to the councils failure to meet its service
standards. Such complaints should be treated as Stage 1 complaints as
regards the level of officer conducting the response and the response
timescale. A response should be sent explaining that the complaint made
relates to a policy area, and that it cannot be pursued further through the
complaints system. Customers should be provided with a copy of the policy
together with details of how it was agreed. A copy of the complaint should be
held on file by the service team and considered again when the policy is
reviewed.

Customers may appeal against the decision to classify their complaint as a

policy issue rather than a performance complaint, and this right should be
made clear in the Stage 1 reply above. My such appeal should be treated as
a Stage 2 complaint.

2. MERTON'S COMPLAINTS PROCEDURE

2.1 Slaking a complaint

Customers can make a complaint in any way they choose, including:
• complaints fomx
• by letter or e-mail; or
• via our website.

Customers may also make a complaint by telephone or in person, either to a

council officer or by arranging a meeting with the complaints team. When a
complaint is made verbally, the officer should record the details of the
complaint and the outcome the customer is seeking. If the officer is able to
quickly resolve the complaint themselves they should do so. Otherwise details
of the complaint and the desired outcome should be agreed with the
complainant and forwarded to the complaints team immediately.

The council has a central complaints team who manage this policy and
oversee the complaints process. If it appears that the complaint may be
resolved by a manager contacting the complainant directly it may be resolved
as an 'informal" complaint and logged as such by the complaints team. If the

3
complaint cannot be resolved within 48 hours of it being submitted, or if the
complainant requests a formal investigation, the complaint will be dealt with
under Stage 1 of this policy.

2.2 Stage 1 complaints

Stage 1 complaints will be acknowledged within 3 working days, this will
include an explanation of the complaints process and the timescale for
dealing with the complaint.

Stage 1 complaints will be investigated by a member of the service team and

agreed by their service manager. Where the complaint names a member of
staff they will be informed of the complaint and given the opportunity to
comment, but will not be responsible for providing the response to the
complainant Where necessary the complaints team may request another
service manager to provide an investigating officer.

Stage 1 complaints will be investigated and a response will be sent to the

complainant within 20 working days. Where an email address has been
provided a response will be sent by email unless a paper copy has been
requested. Letters will be posted within 20 working days, although delivery
dates may be later. Occasionally it may not be possible to conclude an
investigation and respond within 20 working days. In these circumstances the
investigating manager will inform the complainant of the reasons for the delay
and the expected response date. Performance against the 20 working day
target will be reported on a regular basis.

2.3 Stage 2 complaints

If a customer is not satisfied that all aspects of their complaint have been
addressed and wishes to escalate it, the customer must inform the complaints
team within 25 working days of receiving the response, stating what aspects
of the response they are dissatisfied with and their desired outcome.
Reasonable constraints to meeting this time limit, illness for example, will be
taken Into account. The customer should provide any additional or further
information that may affect the outcome of the response.

Stage 2 of the complaints process may be instigated at the request of a

complainant or the Head of Information. A Stage 2 investigation reviews the
investigation and outcome of a Stage 1 complaint A Stage 2 investigation
may also look at clusters of informal or Stage 1 complaints about a particular
service issue to identify potential improvements to council services.

Stage 2 investigations will be conducted by a member of the complaints team.

In some service areas, where appropriate the member will direct a senior
manager in the service to conduct/prepare the response. The investigator will
have access to any information or officers required to complete the
investigation. Stage 2 responses will be agreed with the Assistant Director or
Director of the service.

Stage 2 investigations will usually be completed within 25 working days.

Occasionally it may not be possible to conclude an investigation and respond

4
within 25 working days. In these circumstances the complaints team will
inform the complainant of the reasons for the delay and the expected
response date. Performance against the 25 working day target will be
reported on a regular basis. A log of Stage 2 recommendations will be
maintained by the complaints team who will report to the Chief Executive on
their implementation.

2.4 The Local Government Ombudsman

In the event that a customer is still not satisfied that we have resolved their
complaint after proceeding through the complaints procedure, they can
complain to the Local Government Ombudsman (LGO). The LGO is an
independent national service that investigates complaints of injustice arising
from maladministration by the council. Customers can complain to the LGO at
any time, but they will usually refer a complaint back to the council if it has not
been through all stages of the complaints procedure.

There are some urgent or exceptional cases where the council may decide
that completing the council's own procedure would be detrimental to the
customer, or where it is clear that the complaint cannot be resolved by the
council. In these circumstances an early referral may be made to the
Ombudsman by the Chief Executive.

The LGO can be contacted at

Local Government Ombudsman
PO Box 4771,
Coventry
CV4 OEH

The LGO has a leaflet called 'Complained to the council? Still not satisfied?'.
Customers can get a copy of the leaflet from the complaints team, by
telephoning or writing to the address above, or they can download it from the
LGO's website at www.loo.orctuk. If customers need further advice they can
ring the LGO's Adviceline on 0845 602 1983.

comolaiM
Stage Timescale Response Response
prepared by agreed by
Stage 1 20 working days Service Team Service Manager
Member
Stage 2 25 working days Complaints Assistant Director
Team/Senior / Director
Team Member
Local Directed by LGO Complaints Chief Executive
Government Team/Service
Ombudsman Manager

2.5 Equalities Issues in making a complaint

5
We will make all reasonable efforts to ensure that customers with particular
needs such as physical or sensory impairment, learning disabilities and
customers who are less familiar with English have full access to the
complaints process. Forms may be provided in large print, Braille, audio, and
translated into community languages as required. Forms in the more
commonly requested languages are available on our website.

In some circumstances the council will offer face-to-face support or advocacy

to those who may need help in making a complaint. Merton encourages
people to seek support from friends and other representatives, and the council
will assist people in finding such support where possible, for example via
Merton Link www.merton.aov.uk/contact/mertonlink.htm
Merton's Citizens Advice Bureau www.mertoncab.org.uk or
Merton's Translation Service www.merton.gov.uk/community/transandint.htm

2.6 Making a complaint on behalf of someone else

For reasons of customer confidentiality, the council will only accept complaints
from a representative under certain conditions.

Either:
• where the council is sure that the service user has consented,
either verbally or in writing

• where the complaint is made on behalf of a child by their parent or

guardian

• where the complaint is made by an elected representative acting

on their constituents behalf
Or:
• where the service user cannot complain unaided and cannot give
consent because they lack capacity within the meaning of the
Mental Capacity Act 2005,
and
• the representative is acting in the service user's best interests —for
example, where the matter complained about, if true, would be
detrimental to the service user.

2.7 Confidentiality
Merton respects the privacy of information supplied through the complaints
process, and we use it to improve our services and resolve complaints. If a
formal complaint is made against a member of staff they will be given the
opportunity to comment. The council provides some services in partnership
with other organisations and it may be necessary to share information with our
partners to resolve the complaint.

Anonymous complaints will be considered under the complaints policy and

any anonymous complaint or comment that relates to vulnerable people or
those who might be at risk will be investigated and acted upon immediately.
However, in some circumstances it may not be possible to investigate an

6
anonymous complaint. If a customer has concerns about giving their name
they can speak to a member of the complaints team who can answer any
questions about how the complaint will be handled.

If you have concerns about fraud, abuse or other serious wrongdoing you can
raise it through the Whistleblowing Policy.
htto://nw.merton.aov.uk/councilidepartments/cororesources/auditrisk.htm
Please note that the Whistleblowing Policy does not apply to concerns raised
about the complaints process. These complaints may be raised directly with
the Local Government Ombudsman.

2.8 Putting things right

Where we have made mistakes or failed to meet our service standards, the
council will try to put the complainant back in the position they would have
been in before things went wrong. Some complaints may be resolved by
correcting our mistakes. In other cases, we may consider a change of
procedures to prevent future difficulties of a similar kind, either for the
individual customer or for citizens generally. Where the customer has
sustained loss or suffering, Section 92 of the Local Government Act 2000
gives councils a general power to take remedial action, including paying
compensation.

In cases where the LGO has recommended redress, the council is committed
to following the advice and timescales of the LGO to the best of its ability, but
reserves the right to appeal against the LGO's judgments. By offering a
solution the council does not necessarily accept that it has acted
inappropriately. Section 2 of the Compensation Act 2006 makes it clear that
an apology in itself does not amount to an admission of negligence or breach
of statutory duty.

3. COMPLAINTS WHERE DIFFERENT PROCEDURES APPLY

3.1 Complaints of discrimination and harassment

We have a strong commitment to providing a fair and equal service, ensuring
that residents are treated equally and that equality of opportunity exists
without discrimination, irrespective of gender, race, disability, religion or belief,
sexual orientation or age.

If the complainant or officers believe that a complaint involves discrimination

or harassment it must be referred to the Head of Information, who will
consider the action to be taken in consultation with the Equalities and
Community Cohesion Officer. Complaints of discrimination or harassment will
be monitored and reported upon.

3.2 Complaints by children

Complaints by or on behalf of children under 16 years of age will be handled
in line with the Children Act 1989 Representations Procedure (England)
Regulations 2006. The council will provide advocacy services and specialist
advice for children making complaints. The council will also provide specialist

7
help and assistance to children in care, and ensure that they are aware of
their rights under the complaints procedure. The children's complaints
procedure will be published on our website and in hard copy

Children's Timescale Response Response agreed

Social care prepared by by
Stage 1 10 working days UnitlTeam Service Manager/
Manager Head of Service
Stage 2 25 working days Appointed Head of Service/
Investigating Director
Officer
Stage 3 30 working days Independent Chair of Review
Review Panel Panel
Ombudsman Directed by Investigating Investigating officer
LGO team

3.3 Adult Social Care complaints

Adult Social Care complaints are dealt with under the Local Authority Social
Services and NHS Complaints Regulations 2009. These regulations mean
that the council has a one stage process for Adult Social Care complaints.
The council will provide advice and support and work with complainants and
Social Care providers to find effective and swift resolution to complaints.

Adult Social Usually 25 Officer/Team Head of Service

Services working days Manager and Director. Follow
but this may be up call by
extended where complaints officer to
necessary. ensure customer
satisfaction.
Local Directed by CSO/ Director and
Government LGO Investigating Chief Executive
Ombudsman team

3.4 Complaints about schools

A complaint about a school must be directed to the school in the first instance,
and dealt with according to the relevant school's complaints procedure
(htlo://vivmmerton„oov.ukffeaminaischools/schoolsdirectorv.htm ). If the
customer is not satisfied with the outcome, a complaint can be made to the
council. This will usually be treated as a Stage 2 complaint under the council's
corporate procedure. If unresolved at Stage 2 the complaint may then be
progressed to the Department for Education.

Academies operate independently of local authorities, and we cannot

investigate complaints about them. If you have a complaint about an
academy that you have been unable to resolve you should generally contact

8
the Young People's Learning Agency (http://www.ypla.gov.uk/). (The YPLA is
replaced by the Education Funding Agency from 1 April 2012
www.education.gov.uk) If however, your complaint is about school
admissions or a permanent exdusion, and relates to an academy that has
converted from a maintained school during the admissions process (or after
an exclusion appeal has been heard), please contact the council.

If your complaint is about an independent or boarding school you should

follow its complaints procedure through the governing body. If you are still
dissatisfied after this, you can pursue matters relating to your contract with the
school through the courts. If your complaint is that the school is not complying
with legal regulations governing independent schools, you can contact
Department for Education public enquiries on 0370 000 2288 from 9am to
5pm Monday to Friday, or at registrationenouirieseeducation.gsi.gov.uk. The
Department is happy to take information from you, but will not investigate
individual complaints, only look at regulatory issues.

3.5 Constitutional and governance complaints

Complaints that officers or councillors have failed to act within the council's
constitution, or have failed to act with due legal or financial propriety in the
performance of their duties should be recorded and immediately passed to the
Monitoring Officer, who will acknowledge the complaint and co-ordinate a
response within statutory timetables. Any further correspondence received by
officers on such matters should be passed directly to the Monitoring Officer.

3.6 Complaints about services provided by contractors

Where services are contracted out, for example leisure centres or residential
homes, responsibility at Stage 1 rests with the providing organisation. Stage
2 complaints will be dealt with by the council. These arrangements should be
reflected in contracts. Stage 1 complaints about contractors made directly to
the council will be passed on to the relevant organisation. Complaints about
Social Care providers will be handled in accordance with the Local Authority
Social Services and NHS Complaints Regulations 2009. The council will seek
consent to pass the complaint to the provider and, where the complaint
relates to the council and the provider, coordinate the response to the
complainant.

3.7 Complaints about partner organisations

Stage 1 complaints about partners made directly to the council will be referred
to the relevant organisation to deal with via their own complaints policies.
However, if the complaints relates to service delivery by a partner who is
acting as a contractor to the council this will be dealt with as per 3.6 above.

3.8 Petitions
Petitions are not be dealt with through the corporate complaints procedure.
They may be submitted online via
http://www.merton.gov.uk/council/getinvolved/petitions.htm or by post to the
Head of Democracy Services or in person to your local ward councillor.

9
4 COMPLAINTS PERFORMANCE - MONITORING AND REPORTING

4.1 Information to be recorded

The Information Team will record the following information with regard to
complaints:
• The number of complaints, Member enquiries and FolA requests
received by different service areas.
• The issues complained about.
• Whether the complaint involves discrimination or harassment
• The name and correspondence address of the customer, unless
they wish to remain anonymous.
• The geographic location of the complaint (where appropriate).
• The length of time taken to respond to the complaint, compared
with the timescales set out in this policy.
• Whether the complaint was upheld.

4.2 Monthly monitoring

On a monthly basis the Information Team will submit the following data to the
Divisional Management Teams and the Chief Executive
• The total number of complaints received at each stage.
• The number of complaints responded to within the appropriate time
period at each stage during the month.
• The divisions and issues that were the subject of the complaints at
each stage.
• The numbers of complaints upheld.

4.3 Annual monitoring

On an annual basis the Information Team will survey a representative sample
of people who have made complaints to understand their experience of this
policy and identify any issues or improvements that can be made. An annual
report will be submitted to CMT and Members. The report will contain the
following information:

• Analysis of monthly and annual trends in the number, subject, and level
of complaints.
• Analysis of equalities information and how it relates to the nature and
subject of complaints.
• Analysis of the percentage of complaints, Member Enquiries and
Freedom of Information Act requests responded to within the
appropriate timescale, and the average time taken to respond to such
requests.
• Evidence of action taken by departments to learn from complaints
received and trends in those complaints.

10
2 SUTTON

Sutton's procedure as updated from time to time. As at the Contract Date, Sutton's procedure
is as set out below:

196
London Borough of Sutton
Section 5 - Codes, Protocols and Handbooks Part 5 — Corporate Complaints Procedure Jan 2016

PART 5 COMPLAINTS PROCEDURE

This document describes briefly the how the Council deals with complaints.
The complaints procedure aims to provide a dear, simple and straightforward means by which all
service users can make complaints. We can provide information in different languages and media

DEFINITION

There is no standard definition of a complaint The Council uses the following definition:

"A complaint is an expression of dissatisfaction, however made, about the standard of service, actions
or lack of action by the Council, their staff or contractors employed by the Council, affecting a member
or group of members of the public."

A complaint will usually require an investigation by the Council.

The following requests are not classified as complaints:

• Requests for a service

• Requests for information
• Request for an explanation of Council policy or practice

Some complaints are covered by statutory, regulatory or other procedures. We will not consider these
under the Council's complaints system. The complaints system specifically EXCLUDES the following
matters:

LEGAL MATTERS - issues that involve a legal action by, or against, the Council.

INSURANCE MATTERS - issues that involve an insurance claim against the Council or its insurers.

STATUTORY, REGULATORY OR OTHER PROCEDURES including:

Admissions to schools
Complaints about decisions to place a child on the Child Protection Register
Childcare matters such as Court decisions and care proceedings
Childminders and residential care and nursing homes - decisions on appeals against failure to register
and against decisions to deregister
Community Services social services complaints
Objections to planning applications
Complaints that Headteachers and Governing Bodies of schools consider, including nursery
admissions
Council Tax and Housing Benefit determinations
Complaints about Coundllors
Enforcement procedures for which there is a right of appeal
Further Education Awards
Licensing and registration - appeals against refusals, revocations or conditions attached
Parking charges
Planning decisions, applicant's right of appeal
Right to Buy Valuation re-determinations
Special Educational Needs - decisions on statutory assessment
Staff matters covered by the grievance, disciplinary and recruitment and selection procedures
Statutory Landlord and Tenant matters.
The Council's complaints system cannot review an issue that should be, or has already been,
considered by a procedure elsewhere, for example by any of the procedures listed above. If there is
disagreement about the decision or outcome of a statutory, regulatory or other procedure then the
correct appeal route must be followed. For example the normal route for appeals against insurance
decisions is through the Courts.

The Councillor's Code of Conduct deals with complaints about Councillors. This is set out in Part 1 of
Section 5 of the Constitution.

THE COMPLAINTS PROCEDURE

The corporate complaints procedure provides a Council-wide framework for complaints handling.

There are 2 stages to the Council's complaints procedure as follows:

STAGE 1 The complaint is investigated by the service

(INVESTIGATION) area to which the complaint relates.

The service area is expected to resolve the

complaint at this stage and to tell the
complainant of the outcome, and advise them of
their right of appeal if they remain unhappy. This
stage should take no more than 20 working
days.
STAGE 2 If the complainant disagrees with the finding of
(APPEAL) the Stage 1 irwestigation or believes that the
procedure has not been followed, they should
advise us within 28 days of the Stage 1
response. The Customer Care Manager (or a
senior manager independent of the original
investigation) will carry out a Stage 2 review
which will take a further 20 working days.

The complainant will be informed of the

outcome by way of a `final response* letter
which win also advise them of their right of
appeal to the Local Government Ombudsman.

If the complainant is still not satisfied with the Council's response to her/his complaint s/he may take it
to the Local Govemment Ombudsman (LGO). The LGO is independent and looks into complaints
about local councils. Details are in the Further Contacts section below.

We will not consider a complaint more than a year after the alleged Incident complained about This is
in line with the LGO's recommendation.

We will investigate anonymous complaints if possible, but will obviously not be able to let the
complainant know the outcome.

PUBLICITY

The Council has published a comments and complaints leaflet. This is available at all council
receptions, libraries and on the website at www.sutton.gov.uk. We also have leaflets explaining the
social service procedures.

FURTHER CONTACTS

The Local Government Ombudsman, The Oaks, 2 Westwood Way, Westwood Business Park,
Coventry, CV4 8JB. Telephone 0300 061 0614
Customer Care Manager (Mrs Sarah Milne), Chief Executive's Directorate, Civic Offices, St Nicholas
Way, Sutton, Surrey, SM1 lEA. Telephone 020 8770 5251.
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ICT Implementation Plan

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Part 1: Outline ICT Implementation Plan

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Services Delivery Plan

Version 1 (Contract Date)