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					Auditor General for Wales
Tender for: Framework Agreement for the Supply of Design and Print Services

Closing date:

7th January 2008 at 14:00

Tenders Submitted to: Tenders@wao.gov.uk Queries Submitted to: Tender.Queries@wao.gov.uk

Section

Contents Background and information

Page 2 3 5 7 9 11 12 14 15

1 2 3 4 5

Instructions to Prospective Suppliers Specification of Requirements Price and Questionnaire Schedule Health and Safety Questionnaire Documents to be Submitted Appendix 1 - Lots Appendix 2 – Pricing Schedule Framework Agreement Terms and Conditions

Tender for Framework Agreement for the Supply of Print and Design

BACKGROUND AND INFORMATION
The Auditor General for Wales wishes to enter into a Framework Agreement for the Supply of Design and Print Services. The Wales Audit Office undertakes audit and inspection work on Welsh public sector bodies on behalf of the Auditor General for Wales. The Auditor General is responsible for auditing the National Assembly for Wales, its sponsored and related bodies and NHS organisations in Wales, as well as auditing local authorities. The Wales Audit Office works to promote improvement, so that people in Wales benefit from accountable, well-managed public services that offer the best possible value for money. For more information on our work please visit our website www.wao.gov.uk . The Auditor General reports on findings and judgements of public services throughout Wales. The reports are produced and distributed to senior public officials and Assembly bodies and many are under embargo so confidentiality underpins the work. The written reports are primarily designed and typeset by an in-house team (using Quark software) but are occasionally outsourced. Printing of the reports is predominantly completed externally. In addition, the Wales Audit Office produces leaflets, flyers, marketing materials and other products including branded stationery. We are looking for suppliers to provide a design and/or print service to the Wales Audit Office. As an indication, our demands and requirements differ throughout the year and we encounter periods of flux. This requires a heavy demand on design and/or printing at certain times of the year, with short lead times. A snapshot of typical output is below:

National Reports: Jan 2006-Dec 2006 16 bilingual national reports were produced, ranging from 60-350 pages. Print volumes varied from between 5-1200 copies. Examples: 800 copies - 350 page A4 national report 600 copies - 60 page A4 national report Jan 2007-September 2007 9 bilingual national reports were produced , ranging from 50-350 pages. Print volumes varied from between 5-850 copies. Examples: 5 copies - 87 page A4 national report 600 copies - 124 page A4 report

Other products have included: Nov 2006 - Aug 2007 The outsourcing of the design and print of 8 styles of marketing leaflets (2 designs at A4 size and 6 designs at A5), 3 styles of ring binders and our annual Christmas cards.

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Tender for Framework Agreement for the Supply of Print and Design

1

Instructions to Prospective Suppliers 1.1 Submission of Tenders
The Tender shall be submitted in electronic or hard copy format and delivered by the date and time specified in the Tender document. Tenders received after the deadline may not be considered. The Auditor General for Wales herein known as Wales Audit Office, accepts no responsibility for the late delivery of Tenders and you are advised to make due allowance for transit time.

1.2

Alternative Tenders
The Supplier must submit a Tender which complies with the base specification, but may in addition, submit an alternative Tender with any alternative and such variations being submitted as an attachment to the main Tender document.

1.3

Details Confidential
The Supplier (whether his Tender is accepted or not) and all other recipients of the Tender document (whether they submit a Tender or not) shall treat the details of the documents attached as private and confidential. Any Tender received in response to this enquiry shall be treated likewise by the Wales Audit Office except where requested in compliance with the Freedom of Information Act 2000. The Tenderer should refer to Clause 16 of the Terms and Conditions of the Framework Agreement attached.

1.4

Prices
The prices stated in the Tender will be deemed to be the full inclusive value of the goods and services described in the Specification of Requirements, including all costs and expenses, risks and obligations set forth in or to be implied from the Tender. The submission of a Tender will be deemed to be an undertaking that the Tender price includes for the above costs.

1.5

Value Added Tax
All prices are to be stated in sterling exclusive of Value Added Tax.

1.6

Expenses and Losses in Tender
The Wales Audit Office will not be responsible for, or pay for expenses or losses that may be incurred by a supplier in the preparation of his Tender or subsequent interviews.

1.7

Acceptance of Tenders
The Wales Audit Office do not bind themselves to accept the lowest or any Tender; in addition, reserve the right to accept part only of any Tender. No Tender shall be deemed to have been accepted unless such acceptance shall have been notified to the supplier in writing.

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Tender for Framework Agreement for the Supply of Print and Design

1.8

Award Criteria
Business shall be awarded to the supplier(s) submitting the most economically advantageous offer based on the Tender with regard to the award criteria. The award criteria that will apply are:  Ability to provide a Design and/or Print service to required standards. Prospective suppliers may tender for specific Lots: Lot 1 Design Lot 2 Print Lot 3 Design and Print

 Overall costs and value for money with evidence of a proven track record  Evidence of capacity to typeset Welsh documents accurately  Capability – systems and resources available - Quark Package essential  Ability to provide quality of services required in terms of accuracy, timeliness, flexibility and presentation  Understanding the needs of the Wales Audit Office and the environment in which we operate  Knowledge and Expertise – professionalism, accuracy and confidentiality at all times Suppliers may be requested by the Wales Audit Office to attend an interview with presentation

1.9

Payment Terms
The Wales Audit Office payment terms are Net 30 days payable by BACS. Please detail in your tender your standard payment terms (and standard payment schedule if necessary) Also include any alternative payment terms you offer (including discount for prompt payment)

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Tender for Framework Agreement for the Supply of Print and Design

2 Specification of Requirements 2.1 Current Publishing
We predominately typeset documents and leaflets in-house but still have a need for external design and printing work. The tender is divided into three lots (see Appendix 1):    Lot 1 - Design Lot 2 - Print Lot 3 - Design and Print

2.2

Responsibilities of Parties
       Effective communication procedures Attention to detail Ability to meet agreed timescales Flexibility and availability to deal with any queries or problems that may arise Competitive quotation provided for each requirement or job Nominated Account Manager Main contact or a nominated individual, if they are unavailable, who has an understanding of the Wales Audit Office requirements

2.2.1 Responsibilities of the Design and Print companies:

 Suppliers must notify the Wales Audit Office of any changes that would affect the final product i.e. paper quality  Effective resolution and communication of delays and immediate notification of potential issues 2.2.2 Responsibilities of Wales Audit Office Requests for quotations will be made to all appropriate suppliers for each requirement or job. This will include:  All relevant job details for design and print to include paper weight, template to use and timescales, number of pages and copies  Quality of work standards  Communication procedures with Design and Print company  A point of contact or a nominated individual if they are unavailable

2.3

Service Levels
Both parties will be required to operate within agreed Service Levels. The Service Level Agreement will include as a minimum:  Effective methods of communication between both parties  Named individuals from both sides as primary and secondary points of contact

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Tender for Framework Agreement for the Supply of Print and Design  Formal quarterly review meetings with the Account Manager to discuss performance and resolve issues  Agreed procedures for highly confidential and sensitive information  Agreed timescales (such as 24 hour or 5 day turnaround).  Consideration of the environment ie, recycled paper, sustainability  Customer satisfaction rating to be agreed by both parties  Provision of Management Information to the Wales Audit Office on a quarterly basis to include as a minimum:      Response times Quantity and breakdown of jobs fulfilled Quality – information to be retrieved from number of refused proofs Accuracy of invoices Total spend

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Tender for Framework Agreement for the Supply of Print and Design

3 Price and Questionnaire Schedule 3.1 3.2 3.3 Costs
Pricing Schedule Please complete the Pricing Schedule in Appendix 2

Service Guarantee
The Design and/or Print supplier must deliver a value for money, environmentally friendly product of high quality, with further consideration of the Welsh language, sensitivity and final delivery. Please detail your Service Guarantee. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

3.4

Payment Terms
The Wales Audit Office’ payment terms are net 30 days payable by BACS. Please detail in your tender your standard payment terms (and standard payment schedule if necessary) Also include any alternative payment terms you offer (including discount for prompt payment)

3.5

Please state name of Account Manager for this Framework Agreement:
Name

Tel No

3.6

Please state day to day contact for this Framework Agreement
Name

Tel No

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Tender for Framework Agreement for the Supply of Print and Design

3.7

Please state below your normal hours of business

3.8

Client Base

3.8.1 Please state how your Public Sector clients differ from your Private Sector Clients

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Tender for Framework Agreement for the Supply of Print and Design

4 4.1

Health and Safety Questionnaire

Health and Safety Law requires the Wales Audit Office to ensure that contractors perform their duties with due regard to occupational health and safety. The award of framework agreements by the Wales Audit Office is therefore determined not only on grounds of price and technical ability, but also on a contractors past record and present ability to carry out work safely and without risk to health.

4.2

Health & Safety Policy
Do you have a company Health & Safety Policy which includes statement, organisation for carrying out the policy -i.e. division of duties, delegation of responsibilities, structure chart etc. and the arrangements for carrying out the policy -i.e. safety procedures, safety manuals etc? YES/NO If the answer is Yes -please return a copy of your safety policy

4.3

Enforcement Notices
If you have had any improvement or prohibition notices or prosecutions served on your company in the last 3 years by the HSE or Local Authority please give details. If none please answer NO. (Disclosure of information in will not disbar your company from the tender process.) Use a separate sheet as necessary

4.4

Employees Awareness
What arrangements does your company have in place to ensure that employees are aware of their health and safety obligations? State how the H&S policy is brought to the attention of all your employees. List current H&S handbooks or written instructions issued to your employees.

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Tender for Framework Agreement for the Supply of Print and Design Please provide figures for all ACCIDENTS I INCIDENTS and INJURIES for the last three years.

Year e.g. 2001

Fatal accidents

RIDDOR Reportable Major Injury 3+ Days

Non RIDDOR Reportable Injuries (i.e. minor)

RIDDOR Reportable Dangerous Occurrences

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Tender for Framework Agreement for the Supply of Print and Design

5 Documents/Information to be Submitted
Your Tender should be presented as one document and must include the following:  The completed Questionnaire and Pricing Schedule  Colour examples of two pieces of similar work, one to be a leaflet and one to be a bound report. (Information will be used solely for the purpose of the tender process and will be treated as confidential).  Contact names and addresses of three comparable clients who would be prepared to offer references  Copy certification of your Investors In People (IIP) Accreditation (if applicable)  A copy of your Health and Safety policy

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Tender for Framework Agreement for the Supply of Print and Design

Appendix 1: Lot 1 – Design
You will be expected to:
1. 2. 3. 4. 5. 6. 7. 8. 9.

Typset various documents, predominantly national reports Use our current Wales Audit Office Templates Follow Wales Audit Office house rules, including logo, sizing and colour specification Use a drawing package i.e. illustrator for the redrawing of graphs and diagrams Have the capacity to turnaround last minute changes, for instance within 2 hours Understand written Welsh or secure translation services in order to typeset Welsh documents accurately and make amendments Design a wide range of marketing and branded products, such as conference materials and stationery Provide final hard copies in CD format or other format as specified by the Wales Audit Office Submit a competitive quotation for each requirement or job

Lot 2 – Print
You will be expected to have sufficient resources to print documents such as national reports and leaflets etc, at a high volume. You will be expected to:
1. 2. 3. 4. 5.

Print in Digital and Litho Send a complete set of proofs for approval prior to print run via email to the Wales Audit Office Deliver documents to the Wales Audit Office on schedule via email or post Provide flexibility with short turnaround schedules, such as 24 hour print runs Provide detailed breakdown within the quotation to include:
      

Finished size of document Number of Pages Text materials or paper weight and type Ink colours (CMYK) Pantone Finishing – stitching, folding, binding, packaging etc Deliver to the requested address Total costs and run on costs

6.

Submit a competitive quotation for each requirement or job

It is preferable to use in-house printers but we are aware that this may not always be possible. Please see Clause 25 „Transfer and Sub-contracting‟ of the Terms and Conditions of the Framework Agreement. Page 12 of 22

Tender for Framework Agreement for the Supply of Print and Design

Lot 3 – Design and Print Design
You will be expected to:
7. 8. 9.

Typset various documents, predominantly national reports Use our current Wales Audit Office Templates Follow Wales Audit Office house rules, including logo, sizing and colour specification

10. Use a drawing package i.e. illustrator for the redrawing of graphs and diagrams 11. Have the capacity to turnaround last minute changes, for instance within 2 hours 12. Understand written Welsh or secure translation services in order to typeset Welsh

documents accurately and make amendments
13. Design a wide range of marketing and branded products, such as conference

materials and stationery
14. Provide final hard copies in CD format or other format as specified by the Wales

Audit Office
15. Submit a competitive quotation for each requirement or job

Print
You will be expected to have sufficient resources to print documents such as national reports and leaflets etc, at a high volume. You will be expected to:
16.

Print in Digital and Litho Audit Office

17. Send a complete set of proofs for approval prior to print run via email to the Wales 18. Deliver documents to the Wales Audit Office on schedule via email or post 19. Provide flexibility with short turnaround schedules, such as 24 hour print runs 20. Provide detailed breakdown within the quotation to include:       

Finished size of document Number of Pages Text materials or paper weight and type Ink colours (CMYK) Pantone Finishing – stitching, folding, binding, packaging etc Deliver to the requested address Total costs and run on costs

21. Submit a competitive quotation for each requirement or job

It is preferable to use in-house printers but we are aware that this may not always be possible. Please see Clause 25 „Transfer and Sub-contracting‟ of the Terms and Conditions of the Framework Agreement. Page 13 of 22

Tender for Framework Agreement for the Supply of Print and Design

Appendix 2: Pricing Schedule
If submitting a tender for: Lot 1 - please complete Design section only Lot 2 - please complete Print section only Lot 3 - please complete Design and Print sections

Design

Print

Price

Design of template:
A4 national report in quark A5 leaflet

   

Typeset Typeset using current Wales Audit Office Template Redrawing of graphs and diagrams:
A bar chart with 10 bars A5 size

   

Cost of photographs (estimate) Amends:
Based on average 10 small text changes

Last minute amends Print for national reports: (text pages printed 5 colours throughout; seal varnish, covers printed 5/2; matt laminate outer & sealed inner)
An 80 page A4 national report



Material for National reports: (based on above - text pages on Evolution Satin 135gsm, cover on Evolution Satin 300gsm)
Per Sheet Per Ream

    

Finishing: (Fold and saddle-stitch)
Per 100 copies of A4

Design and typeset of leaflets, folders:
A5 size A4 size

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Tender for Framework Agreement for the Supply of Print and Design

Design

Print

Price

Typeset only of leaflets, folders:
A5 size A4 size

    

Design of posters:
A1 size

Cost of printing compliment slips per 100 using 2 colours Cost of printing letter headed paper per 100 using 2 colours 5 day Turnaround (total cost including delivery):
200 copies of an A4 80 page report



3 day Turnaround (total cost including delivery):
200 copies of an A4 80 page report



48 Hour Turnaround (total cost including delivery):
200 copies of an A4 80 page report



24 Hour Turnaround (total cost including delivery):
200 copies of an A4 80 page report

  

Standard Delivery Fees to Wales Audit Office in Cardiff Cost of Delivery to any other specified address for example Guernsey

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Tender for Framework Agreement for the Supply of Print and Design Auditor General for Wales

FRAMEWORK AGREEMENT FOR THE SUPPLY OF DESIGN AND/OR PRINT SERVICES TERMS AND CONDITIONS

This Agreement is made on the

Between: The Auditor General for Wales (Wales Audit Office), whose head office is at 2 – 4 Park Grove, Cardiff CF10 3PA (hereinafter called “the Authority”), and, ……………..a company incorporated in (England and Wales/Scotland) whose registered office is at ………………(hereinafter called “the Contractor”). Whereas:    1. 1.1 the Contractor is engaged in providing Design and/or Print Services and: the Authority enters into this Agreement for the Contractor to provide Design and/or Print Services all as set out in this Agreement, and: both parties agree to be bound by the terms and conditions set out in this Agreement. Definitions and Interpretations “Agreement” means this agreement together with all written schedules and other documents referred to. “the Service” means the Design and/or Print services that the Contractor will supply and which are described in the specifications. “Contractors Account Manager” means the person nominated by the Contractor and agreed with the Authority as being responsible for managing the delivery of the Service in accordance with the terms of the Agreement. “Authority’s Nominated Representative” means the person appointed by the Authority as being responsible for liaison with the Contractors Account Manager in respect of the Agreement. “Service Specification” means the Service Specification for the supply of Design and/or Print Services together with ………… written response to it and subsequent correspondence. “Default” means the default or failure of any obligation of the contract

1.2

1.3

1.4

1.5

1.6

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Tender for Framework Agreement for the Supply of Print and Design 2. 2.1 Description of the Service The Contractor shall provide to the employees of the Authority and other nominated individuals such Design and/or Print Services (hereinafter called “the Service”) as the Authority may reasonably require. The scope of the Service at commencement of this Agreement is set out in the Service Specification. The times during which the Service shall be provided, together with the response times the Contractor shall meet will be set out by the Authority‟s Nominated Representative in agreement by both parties. The Authority has made the Contractor aware of its requirements for the provision of the Service and the Contractor agrees that it has been given the opportunity to ascertain the information necessary for it to provide the Service as set out in the Agreement. Period of Agreement This Agreement shall commence on ……….. and, except for early termination in accordance with the terms of the Agreement, shall continue for a period of 3 years. Changes to quotations shall be made in agreement by both parties. Either party may give not less than 3 months written notice of their intention to terminate this Agreement. The Provision of Services The Contractor shall provide the Services as set out in the Service Specification. The Contractor shall ensure that its staff undertaking work in providing the Service to the Authority shall be adequately trained and competent to provide the required services. The parties recognise that the requirements of the Authority will change over time and this will necessitate forward planning of resource requirements by the Contractor. To facilitate this planning the Authority will, from time to time, provide to the Contractor information on its future requirements. Nature of Services The Authority is not responsible for any acts or omissions of the Contractor. The Contractor will seek prior agreement before undertaking work when acting on behalf of the Authority. Insurance The Contractor must take out adequate insurance to cover its obligations and potential liabilities under the agreement. Intellectual Property Rights All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material: 7.1.1 furnished to or made available to the Contractor by the Authority shall remain the property of the Authority

2.2

2.3

2.4

3. 3.1

3.2

4. 4.1 4.2

4.3

5. 5.1

6. 6.1

7. 7.1

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Tender for Framework Agreement for the Supply of Print and Design 7.1.2 prepared by or for the Contractor for use, or intended use, in relation to the performance of this Contract shall belong to the Authority, and the Contractor shall not, and shall procure that the Contractor‟s employees, servants, agents, suppliers and sub-contractors shall not, (except when necessary for the implementation of the Contract) without prior approval, use or disclose any such Intellectual Property Rights, or any other information (whether or not relevant to this Contract) which the Contractor may obtain in performing the Contract except which is in the public domain. At the termination of the Contract the Contractor shall immediately return to the Authority all materials, work or records held, including any back-up media. The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination.

7.1.3

7.1.4

8 8.1

Responsibility and Progress Reporting The Contractor shall appoint the Account Manager who shall be responsible for the provision of the Service to the Authority. The Authority‟s Nominated Representative shall be responsible for liaising with the Contractors Account Manager to determine that the Authority‟s requirements are met and to discuss and resolve matters relating to the Agreement. Review Meetings The Contractors Account Manager shall attend Review Meetings at the premises of the Authority, or such other location that the parties may agree. The Authority‟s Nominated Representative shall determine the frequency and dates of such Review Meetings. The Review Meetings shall be to monitor progress and/or performance of the Contractor in providing the Service and to resolve matters arising and cost reduction initiatives that may from time to time be agreed between the parties. The Contractors Account Manager may be called upon to present information to the Management Team in agreement by both parties. Payment The Contractor shall be entitled to invoice the Authority at the times and in the manner set out in the Agreement on completion of each distinct piece of work or as agreed in advance by both parties. Provided that the invoice is one which under the Agreement the Contractor is entitled to submit, the Contractor shall invoice the Authority and the Authority shall pay the Contractor within 30 days of receipt of a valid invoice. The Authority reserves the right to accept all or part of the Specification as set out in the Tender and will instruct the Contractor when to undertake the work. Employees of the Contractor The Contractor shall be the employer of the personnel provided to perform the services and shall be entirely responsible for the employment and terms and conditions of employment of the Employees. The Contractor is responsible for all PAYE, Income Tax and National

8.2

9 9.1

9.2

10 10.1

10.2

10.3

11 11.1

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Tender for Framework Agreement for the Supply of Print and Design Insurance Deductions of such personnel. The Contractor shall reimburse the Authority any sums the Authority has to pay to the HM Revenue and Customs in respect of their employees. 12 12.1 Transfer and Sub-Contracting The Contract is personal to the Contractor. The Contractor shall not assign, novate, subcontract or otherwise dispose of the Contract or any part thereof without the previous consent in writing of the Authority. Not withstanding any sub-contracting permitted hereunder, the Contractor shall remain primarily responsible for the acts and omissions of its sub-contractors as though they were its own. The Contractor will notify the Authority of potential Conflicts or Interest and will arrange suitable qualified alternate arrangements in agreement with the Authority. The Contractor will not carry on in any business which could create a conflict of interest unless the Authority gives prior consent. Protection of Personal Data The Contractor‟s attention is hereby drawn to the Data Protection Act 1998. Both parties warrant that they will duly observe all their obligations under the Data Protection Act 1998 which arise in connection with the Contract. Waiver No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Contract shall either be or be deemed to be a waiver or in any prejudice any right of that party under the Contract. Force Majeure Neither party shall be liable for the failure to perform its obligations under the Contract if such failure results from circumstances beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, terrorism, flood or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available. Confidentiality The Authority and the Contractor shall keep confidential all information of the other party designated as confidential and/or embargoed obtained under or in connection with the Contract and shall not divulge the same to any third party without the written consent of the other party. This includes where disclosure is required by the Freedom Of Information Act 2000, the Environmental Information Regulations, the Data Protection Act 1998, or any other legal requirement. The Auditor General for Wales is a public authority under the Freedom of Information Act 2000. All information submitted to the Auditor General may therefore need to be disclosed in compliance with the Freedom of Information Act 2000 (the Auditor General reserves the right to decide what is or is not required by the Act), in compliance with other law, or because a court orders him to do so. Respondents should therefore seek to ensure that those parts of their Pre-Qualification Questionnaire or Tender response they would prefer not to be disclosed are covered by exemptions provided by the Freedom of Information Act,

12.2

12.3 12.4

13 13.1

14 14.1

15 15.1

16 16.1

16.2

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Tender for Framework Agreement for the Supply of Print and Design identify them as such and explain (in broad terms) why the information should not be disclosed and the time period applicable to that sensitivity. The Auditor General is more likely to be able to justify non-disclosure of information in response to an FOI request if the suggested "non-disclosure" items are classified in this way. The Auditor General reserves the right to disclose non-disclosure items if he is satisfied (acting reasonably) that it is in the public interest for the information to be disclosed. Receipt by the Auditor General of any material marked 'confidential' or equivalent should not be taken to mean that the Auditor General accepts any duty of confidence by virtue of that marking. The Auditor General also reserves the right to disagree with a non-disclosure classification. (Respondents should note that the exemption provided by section 41 of the Freedom of Information Act does not automatically apply to all information marked “in confidence”. It applies to information provided in confidence and where disclosure would be an actionable breach of confidence. The information should be recognisable as confidential in nature and must not be in the public domain already; it must have been received in circumstances which impose an obligation to maintain confidentiality on the person receiving it, and any unauthorised disclosure would cause harm to the confider.) 16.3 The provisions of Clause 16.1 and 16.2 shall not apply to any information in the public domain otherwise than by breach of Contract. The Contractor and the Authority shall divulge confidential information only to those employees who are directly involved in the Contract and shall ensure that such employees are aware of and comply with these obligations as to confidentiality. The Contractor shall ensure that their employees and its sub-contractors are bound by the requirements of this Clause 16. The provisions of this Clause 16 shall continue in perpetuity and at the request of the Authority the Contractor will return any documents and confidential information obtained from the Authority in relation to the services. Termination The Authority may at any time by notice in writing terminate the Contract as from the date of service of such notice if: 17.1.1 there is a change of control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, in the Contractor or its Parent Company; or 17.1.2 any partner or partners in the firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport to do so, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986 or he shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985 as amended by the Bankruptcy (Scotland) Act 1993 or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his estate, or a trust deed shall be granted by him for or on behalf Page 20 of 22

16.4

16.5

16.6

17 17.1

Tender for Framework Agreement for the Supply of Print and Design of his creditors or any similar event occurs under the law of any other jurisdiction; or 17.1.3 the Contractor, being a company, passes a resolution, or the Court makes an order that the Contractor or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Contractor or the Parent Company, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Contractor or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs under the law of any other jurisdiction. 17.2 The Authority may at any time by notice in writing terminate the Contract forthwith if the Contractor is in Default of any obligation under the Contract and: 17.2.1 the Default is capable of remedy and the Contractor shall have failed to remedy the Default with fourteen (14) days of written notice to the Contractor specifying the Default and requiring its remedy; or 17.2.2 the Default is not capable of remedy or is not deemed reasonable by the Authority, which includes additional circumstances arising as with conflicts of interest. 17.3 The Authority retains the right to terminate if there is a continuing event of force majeure as defined in Clause 15.1 Termination in accordance with this Clause 17 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party. The Authority will only be permitted to exercise its rights pursuant to Clause 17.1.1 for six (6) months after each such change of control and shall not be permitted to exercise such rights where the Authority has agreed in advance in writing to the particular change of control and such change of control takes place as proposed. The Contractor shall notify the Authority within fourteen (14) days of any change of control taking place. The Authority or Contractor may terminate the Contract by a minimum of three (3) month‟s notice to take effect at the end of the minimum period, that being six (6) months, or any period thereafter, with the exception of circumstances identified in Clause 18.

17.4

17.5

17.6

18 18.1

Law and Jurisdiction This contract shall be governed by the law of England and Wales. All disputes or differences arising under or in connection with it shall be submitted to the exclusive jurisdiction of the High Court in Cardiff.

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Tender for Framework Agreement for the Supply of Print and Design COMPANY NAME: Auditor General for Wales TEL NO: 02920 260260

ADDRESS:

Wales Audit Office 2 – 4 Park Grove Cardiff CF10 3PA

FAX NO: 02920 260026

NAME:

_____________________________________

TITLE:

_____________________________________

SIGNATURE:

_____________________________________

DATE:

_____________________________________

COMPANY NAME:

_____________________________________

TEL NO:

ADDRESS:

_____________________________________

FAX NO:

_____________________________________

_____________________________________

_____________________________________

NAME:

_____________________________________

TITLE:

_____________________________________

SIGNATURE:

_____________________________________

DATE:

_____________________________________

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