SECTION 3 CONTRACT CONDITIONS by xpj11142

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									                         SECTION 3: CONTRACT CONDITIONS

SPECIAL NOTE TO TENDERERS: Queries about any contract terms necessary to clarify the
basis of tenderers bid submission shall be raised prior to tender submission. Tenderers
should note however that the Contract Documents are not open to negotiation or amendment
and proposing amendments to the Contract Documents in the tender may lead to rejection of
the tender.

Tenderers must not amend the Draft Contract in any way or annotate or attach to the Draft
Contract any documents/statements in connection as part of its Tender submission.




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                         DATED                          2009




                 (1) NOTTINGHAMSHIRE COUNTY COUNCIL




                                       -and-




                      (2) [THE SERVICE PROVIDER]



                               AGREEMENT (DRAFT)
relating to the provision of special transport services for adults and young persons
to and from various establishments in Nottinghamshire and throughout the United
                                        Kingdom




                            Nottinghamshire County Council
                                      County Hall
                                    West Bridgford
                                      Nottingham
                                       NG2 7QP
                                    (ref: UK/21190)




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THIS AGREEMENT is made on the                 day of         2010

BETWEEN:

(1)     NOTTINGHAMSHIRE COUNTY COUNCIL of County Hall, West Bridgford,
        Nottingham, NG2 7QP (the “Council”)

(2)     [FULL NAME OF SERVICE PROVIDER] (registered number:                         ) whose
        registered office is at [ ] (the “Service Provider”)

BACKGROUND
(A) The Council requires the provision of Services to transport the Service Users to
    and from various establishments in Nottinghamshire and throughout the United
    Kingdom.
(B) On [to be completed on contract award] the Council placed an advertisement
    (reference [to be completed on contract award]) in the Official Journal of the
    European Union (OJEU) inviting tenders for the provision of the Services;
(C) The Service Provider submitted its tender on [to be completed on contract award]
    (the “Tender”);
(D) On the basis of the Tender, the Council selected the Service Provider to enter into
    this Agreement, to provide the Services; and
(E) The Service Provider has agreed to enter into this Agreement with the Council for
    the provision of the Services.

IT IS HEREBY AGREED THAT:

1. INTERPRETATION
       1.1.  In this Agreement:

              1.1.1   the terms and expressions set out in Schedule 1 shall have the
                      meanings ascribed therein;

              1.1.2   if any term or provision (or part thereof) of this agreement is void,
                      illegal or unenforceable it shall be deemed severable from the
                      remaining provisions (or part thereof) hereof which shall remain in full
                      force and effect.

              1.1.3   references to any person shall include natural persons and
                      partnerships, firms and other incorporated bodies and all other legal
                      persons of whatever kind and however constituted and their
                      successors and permitted assignees or transferees;

              1.1.4   the words “include”, “includes” and “including” are to be construed
                      as if they were immediately followed by the words “without
                      limitation”;

              1.1.5   headings are included in the Agreement for ease of reference only
                      and shall not affect the interpretation or construction of the
                      Agreement.




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                                                                                         1.1.6                                                                            words importing the singular meaning include where the context so
                                                                                                                                                                          admits the plural meaning and vice versa;

                                                                                         1.1.7                                                                            words importing the masculine include the feminine and the neuter;

                                                                                         1.1.8                                                                            reference to a clause is a reference to the whole of that clause unless
                                                                                                                                                                          stated otherwise; and

                                                                                         1.1.9                                                                            references to any statute, enactment, order, regulation or other
                                                                                                                                                                          similar instrument shall be construed as a reference to the statute,
                                                                                                                                                                          enactment, order, regulation or instrument as amended by any
                                                                                                                                                                          subsequent enactment, modification, order, regulation or instrument
   the terms and expressions set out in cla 1.1 shall have the meanings ascribed ther
   words importing the singular meaning include where the conte admits the plural meaning and vice vers
                                                                                                                                                                          as subsequently amended or re-enacted.
   words importing the masculine include the feminine and the neu
   reference to a clause is a reference to the whole of that clause unless stated otherwi
   references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-ena
   references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however cons
   the words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “wi
   headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement.




2. DURATION AND EXTENSION
      2.1.  The Agreement shall take effect on the Commencement Date and shall
            expire automatically on the Expiry Date, unless it is extended in
            accordance with the provisions of clause 2.2 or otherwise terminated in
            accordance with this Agreement, or otherwise lawfully terminated.

                                                  2.2.                                                                                            The Council shall at its sole discretion have the right to extend the
                                                                                                                                                  period of this Agreement by up to one (1) Year (or any other period
                                                                                                                                                  agreed by the Parties) by the giving of 20 Working Days written notice
                                                                                                                                                  (the “Extension Notice”) to the Service Provider to expire no later than
                                                                                                                                                  the Expiry Date, or (if this Agreement has already been extended in
                                                                                                                                                  accordance with the provisions of this clause) within 20 Working Days
                                                                                                                                                  of the end of the relevant extended period PROVIDED that no more
                                                                                                                                                  than three such periods of Extension may apply and provided further
                                                                                                                                                  that such Extension shall not extend the period of this Agreement
                                                                                                                                                  beyond the date falling five Years from the Commencement Date. If
                                                                                                                                                  serving such notice of Extension would have the effect of extending the
                                                                                                                                                  period of this Agreement beyond the date falling five Years from the
                                                                                                                                                  Commencement Date, this Agreement shall terminate on such date.

                                                  2.3.                                                                                            The Extension Notice shall set out the Councils proposal to extend the
                                                                                                                                                  Agreement, the dates of the proposed Extension and any revisions to
                                                                                                                                                  the Price (including for the avoidance of doubt the variation rate per
                                                                                                                                                  mile) that needs to be agreed in accordance with the provisions of
                                                                                                                                                  clause 17. Provided that the Parties are able to agree in writing any
                                                                                                                                                  revisions in Price and/or any other fundamental details relating to the
                                                                                                                                                  Extension within ten (10) Working Days of the Expiry Date, or (if the
                                                                                                                                                  Agreement has already been extended in accordance with clause 2.2)
                                                                                                                                                  within ten (10) Working Days of the end of the relevant extended
                                                                                                                                                  period, this Agreement shall be extended on the same terms and
                                                                                                                                                  conditions. If the Parties are unable to agree the revised prices or any
                                                                                                                                                  other fundamental issues concerning the Extension within ten (10)
                                                                                                                                                  Working Days of the Expiry Date, or (if the Agreement has already been
                                                                                                                                                  extended in accordance with clause 2.2) within ten (10) Working Days
                                                                                                                                                  of the end of the relevant extended period, this Agreement shall lapse
                                                                                                                                                  and terminate on the Expiry Date or at the end of the relevant extended
                                                                                                                                                  period (as appropriate).


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3. ENTIRE AGREEMENT
      3.1.   The Agreement constitutes the entire agreement between the Parties
            relating to the subject matter of the Agreement. The Agreement
            supersedes all prior negotiations, representations and undertakings,
            whether written or oral, except that this clause shall not exclude liability
            in respect of any fraudulent misrepresentation.

        3.2.      In the event of and only to the extent of any conflict between the body of
                  the Agreement, Specification, Invitation to Tender, Service Provider’s
                  Tender and other documents referred to or attached to the Agreement,
                  the conflict shall be resolved in accordance with the following order of
                  precedence:

           3.2.1.   the body of the Agreement shall prevail over;
           3.2.2.   the Schedules;
           3.2.3.   the Invitation to Tender;
           3.2.4.   the Service Provider’s Tender;
           3.2.5.   any other document referred to in the Agreement.

4. COUNCIL’S OBLIGATIONS
      Save as otherwise expressly provided, the obligations of the Council under the
      Agreement are obligations of the Council in its capacity as a contracting
      counterparty and nothing in the Agreement 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 the Agreement (howsoever arising) on the part of the Council
      to the Service Provider.

5. MISTAKES IN INFORMATION
      The Service Provider shall be responsible for the accuracy of all timetables,
      routes, documentation and information supplied to the Council by the Service
      Provider in connection with the provision of the Services and shall pay the
      Council any extra costs occasioned by any discrepancies, errors or omissions
      therein.

6. AUTHORISED OFFICER
      6.1.  The Council may at its discretion appoint an Authorised Officer to
            exercise its functions, rights and powers conferred by this Agreement.
            Such Authorised Officer shall exercise all the rights and powers
            conferred on the Council by this Agreement.

        6.2.      The Authorised Officer may nominate an officer or officers to be
                  responsible for exercising the rights and powers conferred on him under
                  this Agreement. If any clarification of the powers and duties of
                  individual officers is required by the Service Provider then this shall be
                  sought in writing from the Authorised Officer.

7. SERVICE PROVIDER REPRESENTATIVE
      7.1.  The Service Provider shall nominate a Service Provider Representative
             for the management of this Agreement.


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       7.2.       The Service Provider shall ensure that the Service Provider
                  Representative or a competent deputy duly authorised to act on his
                  behalf is available to the Council at all reasonable times when the
                  Services are being provided.

       7.3.       Prior to such person acting in their capacity, the Service Provider shall
                  inform the Authorised Officer in writing of the identity of any person
                  authorised to act for any period as deputy to the Service Provider
                  Representative as soon as practicable or in any event within five (5)
                  Working Days of the Commencement Date.

8. THE SERVICES
      8.1.   The Service Provider shall provide the Services during the Term in
             accordance with the Law, the Specification and the terms of the
             Agreement.

       8.2.       The Council shall have the power to inspect and examine the
                  performance of the Services at any time and the Service provider shall
                  at all times co-operate with such inspection, examination and audit.

       8.3.       The Services shall be provided in accordance with the timetables
                  contained in the Specification or as may otherwise be agreed between
                  the Council and the Service Provider. Where the Service Provider in its
                  reasonable opinion believes that it cannot adhere to the applicable
                  timetable due to matters beyond its control it must notify the Council
                  immediately giving details of the relevant matters and their perceived
                  effect on the timetable.

       8.4.       The Service Provider shall ensure that all Vehicles and Equipment used
                  by the Service Provider comply with the latest relevant British Standard,
                  European Standard or Directive or other appropriate specification or
                  legislation.

       8.5.       The Service Provider agrees that it will during the Term of this
                  Agreement:-

                  8.5.1 ensure that (except with prior Approval) all Services are provided
                        continuously during the hours set out in the Specification;
                  8.5.2 take all action necessary to ensure the health, safety and
                        convenience of the Service Users and exercise maximum care
                        and regard for those Service Users;
                  8.5.3 provide the Services to the Council’s reasonable satisfaction and
                        in accordance with the standards of service and quality
                        assurance set out in the Specification;
                  8.5.4 comply with any reasonable requirements from time to time made
                        by the Council in connection with the proper management of the
                        Vehicles used in the provision of the Services including those for
                        keeping the Vehicles, Equipment, fixtures and fittings in a good
                        state of repair clean and tidy to the satisfaction of the Council;
                  8.5.5 ensure that all Staff are suitably qualified and/or trained in the
                        running of the Vehicles and in all other aspects of the Services.


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    8.6.       Neither the Service Provider nor its Staff shall in any circumstances
               hold itself or themselves out as:

           8.6.1    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; or
           8.6.2    having the power to make, vary, discharge or waive any by-law or
                    any regulation of any kind.

    8.7.       The Service Provider shall:

           8.7.1     have and keep in force at all times during the Term of this
                     Agreement a Hackney Carriage/Private Hire/PCV licence or
                     Section 19 or 22 Vehicle permit (as appropriate) for the Vehicles
                     of the relevant classification as required by current Law and the
                     Specification pertaining thereto which permits the operation of
                     this Agreement in the manner required and shall produce such
                     licences at any time for inspection by an Authorised Officer of the
                     Council;

           8.7.2     notify the Council within five (5) Working Days of any change to
                     such licence made by the relevant licensing authority, (including
                     the revocation, suspension, or withdrawal of any such licence or
                     the attachment of such conditions to it which prohibit the
                     operation of the Services in accordance with the requirements of
                     this Agreement shall be a circumstance permitting the Council to
                     terminate this Agreement pursuant to clause 23); and

           8.7.3    ensure that all Vehicles used in the provision of the Services at all
                    times have a current MOT certificate (if appropriate) and display a
                    valid vehicle excise duty payment disc and Hackney
                    Carriage/Private Hire/PCV licence/Section 19 or 22 Vehicle permit
                    (as appropriate).

    8.8.       If the Council informs the Service Provider that the Council considers
               that any part of the Services do not meet the requirements of the
               Agreement or differ in any way from those requirements, and this is
               other than as a result of Default or negligence on the part of the
               Council, the Service Provider shall at its own expense carry out the
               Services in accordance with the requirements of the Agreement within
               such reasonable time as may be specified by the Council.

    8.9.       Without prejudice to any other rights and remedies the Council may
               have pursuant to the Agreement, the Service Provider shall reimburse
               the Council for all reasonable costs incurred by the Council which have
               arisen as a consequence of the Service Provider’s delay in the
               performance of its obligations under the Agreement and which delay
               the Service Provider has failed to remedy following reasonable notice
               from the Council.




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        8.10.     The Council shall give the Service Provider all information as is
                  necessary to enable it to provide the Services.

        8.11.     The provision of the Services by the Service Provider shall include the
                  procuring of all necessary approvals, licences, accreditations and
                  permissions to enable the Council to receive the Services.

        8.12.     The Service Provider shall ensure that it shall transport only those
                  Service Users referred to in the Specification unless instructed
                  otherwise by the Authorised Officer.

9. STANDARD OF SERVICES
      9.1.  The Service Provider shall at all times comply with the Quality
            Standards, and where applicable shall maintain accreditation with the
            relevant Quality Standards authorisation body. To the extent the
            standard of Services has not been specified in the Specification, the
            Service Provider shall agree the relevant standard of Services with the
            Authorised Officer prior to execution, and shall execute the Agreement
            with reasonable care and skill and in accordance with good industry
            practice.

        9.2.      The introduction by the Service Provider of new methods or systems
                  which impinge on the provision of the Services shall be subject to prior
                  Approval.

10. SUPERVISION
       The Service Provider shall employ sufficient Staff to ensure that the Services are
       provided in accordance with this Agreement at all times. In particular, the
       Service Provider shall provide management or supervisory Staff approved from
       time to time by the Council to supervise and inspect the delivery of the Services.
       Without prejudice to the generality of the foregoing, the Service Provider shall
       ensure that a sufficient reserve of Staff is available to provide the Services in
       accordance with this Agreement during Staff holidays or absence through
       sickness, whether paid or unpaid.

11. VEHICLES AND EQUIPMENT
       11.1.  The Service Provider shall ensure that all Vehicles and Equipment used
              in the provision of the Services comply with the Specification and the
              Law.

        11.2.     The Service Provider shall at all times during the period of this
                  Agreement provide and maintain sufficient Equipment and Vehicles as
                  required for the proper and efficient performance of the Services and as
                  set out in the Specification.

        11.3.     All Vehicles must be equipped with an operational mobile
                  communication device or Drivers must be supplied with a “hands free”
                  mobile telephone to enable communication with the Service Providers
                  control facility or base and the emergency services at all times.




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       11.4.      The Service Provider shall, at its own expense, put, keep and maintain
                  all Equipment and other materials in proper repair and condition, in
                  order that it will perform the Services throughout the Term of this
                  Agreement. On request the Service Provider shall provide details of
                  arrangements made for maintenance of all such Equipment, together
                  with a schedule of maintenance completed to the date of request.

       11.5.      The Service Provider shall make its own arrangements for insurance,
                  security and house keeping of any items of machinery, Vehicles,
                  Equipment, materials and consumables used in the performance of the
                  Services wherever kept.

       11.6.      The Council shall have the right to inspect the Vehicles or Equipment at
                  any time to ascertain the Service Provider’s compliance with this clause
                  11.

       11.7.   The Service Provider shall:
          11.7.1. at his own cost provide a substitute Vehicle in the event that a
                   Vehicle breaks down or for whatever reason is unavailable or
                   unsuitable for use by the Service Provider in the provision of
                   Services; and

           11.7.2.    be responsible for complying with all reasonable instructions given
                      by the Council for the Services.

12. PROVISION OF DRIVERS AND ESCORTS
       12.1.  All Drivers of Vehicles and any Escorts shall be deemed for the
              purposes of this Agreement to be employees of the Service Provider.

       12.2.      The Service Provider shall employ sufficient persons to ensure that at
                  all times it is able to comply in full with the obligations under this
                  Agreement.

       12.3.      The Service Provider shall ensure that all Drivers and Escorts:

           12.3.1. comply with the Specification

           12.3.2. have complied with the requirements of the Independent
                   Safeguarding Authority or have enhanced Criminal Records Bureau
                   clearance on their background and previous convictions prior to
                   providing any of the Services;

           12.3.3. do not pose a risk to any of the Service Users;

           12.3.4. are clean and respectable, physically fit and acceptable to the
                   Council;

           12.3.5. conduct themselves in such a way as not to be intrusive, abusive,
                   disruptive, offensive, repugnant or obnoxious or otherwise act
                   inappropriately whilst engaged in the provision of the Services;



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        12.3.6. have regard to and comply in full with any notices displayed at
                schools, other establishments or Council premises and follow any
                reasonable instructions of the Council’s employees; and

        12.3.7. possess the relevant skills and training required by the Agreement
                and as directed by the Council from time to time.

    12.4.       The Service Provider shall ensure that all Drivers:

        12.4.1. hold a current driving licence with regard to the class of Vehicle that
                they drive; and

        12.4.2. drive with due diligence and care within any speed restrictions
                imposed on school, other establishments or Council premises.

    12.5.       The Service Provider shall provide an Escort or Escorts where required
                to do so in the Specification for all Vehicles whilst they are performing
                the Route whose duties shall include the supervision of Service Users
                conveyed in the Vehicles. The Service Provider shall comply with the
                requirements of this Agreement and the Specification in respect of the
                provision of and duties of the Escorts.

    12.6.       The Escorts shall be fit and proper persons holding a current valid
                emergency first aid certificate (“First Aid Certificate”) who have been
                approved by the Authorised Officer.

    12.7.       Where necessary, the Service Provider shall not perform the Route
                unless an Escort approved by the Authorised Officer is on board any
                Vehicle and if for any reason an Escort is not available then the Service
                Provider must immediately give oral notice to the Authorised Officer and
                await instructions.

    12.8.       Where the Council has concerns about the suitability of a member of
                Staff, such concerns shall be reported to the Service Provider
                Representative who shall treat all such comments as confidential and
                shall investigate such concerns.

    12.9.       A member of Staff in respect of whom the Council has expressed
                concern to the Service Provider in accordance with Clause 12.8 shall
                not be engaged by the Service Provider in the provision of the Services
                pending investigation by the Service Provider of the Council’s concerns,
                and such member of Staff shall not be re-engaged in the provision of
                the Services unless until the Service Provider has resolved the
                Council’s concerns to the reasonable satisfaction of the Council.

    12.10.       The decision of the Authorised Officer as to the suitability and fitness of
                any member of Staff will be final and the Authorised Officer may at any
                time withdraw his Approval of any member of Staff with immediate
                effect.




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13. THE ROUTE
       13.1.  The Service Provider shall convey the Service Users to and from the
              Destination following the Route (or such other route as the Authorised
              Officer may at his sole discretion notify the Service Provider) in
              accordance with this Agreement and the Specification. The Service
              Provider shall not divert from the Route without the prior agreement of
              the Authorised Officer.

       13.2.       The Services shall be performed on the dates or for the periods notified
                   to the Service Provider as set out in the Specification.

       13.3.       The Route, timetables and periods of operation may be revised by the
                   Council from time to time when the Council considers necessary.

       13.4.       The Service Provider acknowledges that the medical conditions of
                   some of the Service Users may be aggravated if they do not follow their
                   set routine or Route, and therefore the Service Provider must adhere
                   strictly to the Route specified in the Specification and timetables and if
                   any changes are to be made they must notify the Authorised Officer
                   immediately.

       13.5.       Any question as to the right of any Service User to be carried in any
                   Vehicle performing the Route shall be referred by the Service Provider
                   to the Authorised Officer whose decision shall be final.

14. CRIMINAL RECORDS BUREAU
       14.1.  Without prejudice to the provisions of clauses 12.3.2, the Service
              Provider acknowledges that the performance of the Services shall
              require Staff to work with vulnerable Service Users to whom the Council
              owes a special duty of care.

       14.2.       The Service Provider shall supply the Authorised Officer with a list of
                   Drivers and Escorts or proposed Drivers and Escorts.

       14.3.       The Service Provider shall procure that in respect of all potential Staff or
                   persons performing any of the Services (each a “Named Employee”)
                   before a Named Employee begins to perform any of the Services:

                     14.3.1. each Named Employee is questioned as to whether he or she
                          has any convictions; and

                     14.3.2. the results are obtained of a check of the most extensive
                          available kind made with the Criminal Records Bureau in
                          accordance with Part V of the Police Act 1997 in respect of each
                          Named Employee. The check for each Named Employee shall
                          include:

                        14.3.2.1.     a search of the list held pursuant to the Protection of
                                      Children Act 1999 where the performance of the
                                      Services may involve contact with children; and/or



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                        14.3.2.2.    a search of the list held pursuant to Part VII of the
                                     Care Standards Act 2000 where the performance of
                                     the Services may involve contact with vulnerable
                                     adults (as defined in the Care Standards Act).

                    14.3.3. the Named Employee has complied with the requirements of
                         the Independent Safeguarding Authority and has obtained the
                         required registration.

       14.4.       The Service Provider shall ensure that it has made the necessary
                   arrangements to be able to provide a copy of the results of such check
                   to the Council on request.

       14.5.       The Service Provider shall procure that no person who discloses any
                   convictions, or who is found to have any convictions following the
                   results of a Criminal Records Bureau check or fails to comply with the
                   requirements of the Independent Safeguarding Authority, is employed
                   or engaged by the Service Provider or on the Service Provider’s behalf
                   in the performance of the Services without the Council’s prior written
                   consent.

       14.6.        The Service Provider shall procure that the Council is kept advised at
                   all times of any member of Staff who, subsequent to his/her
                   commencement of employment as a member of Staff, receives a
                   conviction or whose previous convictions become known to the Service
                   Provider (or any employee of a sub-contractor involved in the provision
                   of the Services).

15. HEALTH AND SAFETY
       15.1. The Service Provider shall promptly notify the Authorised Officer of any
             health and safety hazards which may arise in connection with the
             performance of the Agreement or which may affect the Service Users.

       15.2.       The Service Provider is responsible for ensuring the health and safety
                   of its Staff whilst they are on the school and Council premises.

       15.3.       The Service Provider shall notify the Council immediately in the event of
                   any incident occurring in the performance of the Agreement where that
                   incident causes any personal injury or damage to property, including
                   personal injury to any Service User or member of Staff which could give
                   rise to personal injury.

       15.4.       The Service Provider shall comply with the requirements of the Health
                   and Safety at Work etc. Act 1974 and any other acts, orders,
                   regulations and codes of practice relating to health and safety, which
                   may apply to Staff and other persons in the performance of the
                   Agreement.

       15.5.       The Service Provider shall ensure that its health and safety policy
                   statement (as required by the Health and Safety at Work etc Act 1974)
                   is made available to the Council on request. The Service Provider shall


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                   implement its health and safety policy and shall keep it under regular
                   and constant review and shall provide copies of its current policy to the
                   Council annually on the anniversary of this Agreement indicating when
                   the last review took place.

        15.6.      The Council shall be entitled to require amendments to the Service
                   Providers health and safety policy where it considers necessary and the
                   Service Provider shall make such amendments and implement the
                   health and safety policy as amended.

        15.7.      If the Service Provider fails to provide the Council with its health and
                   safety policy or fails to make such amendments as the Council shall
                   require under clause 15.6 or fails to implement its health and safety
                   policy appropriately amended then the Service Provider shall be
                   deemed to be in breach of this Agreement and the Council may at its
                   sole discretion determine the Agreement with immediate effect be
                   giving notice in writing.
16. PRICE
        16.1       In consideration of the performance of the Service Provider’s
                   obligations under the Agreement by the Service Provider, the Council
                   shall pay the Price in accordance with clause 18.

        16.2       The Prices for the Services are shown in the Pricing Schedule and are
                   exclusive of VAT.

17. PRICE ADJUSTMENT ON EXTENSION
       17.1.  Subject to clause 17.6, the Price shall remain fixed for the Initial Term.

        17.2.      In the event of a possible Extension, the Council reserves the right to
                   review any Prices payable to the Service Provider for the provision of
                   Services beyond the Initial Term.

        17.3.      Subject to clause 17.6, where the Council has served an Extension
                   Notice on the Service Provider concerning an Extension, any proposed
                   changes to the Price to be payable to the Service Provider for the
                   provision of any Services during an Extension, must be agreed between
                   the Parties at least ten (10) Working Days before the Expiry Date, or (if
                   the Agreement has already been extended in accordance with the
                   provisions of clause 2.2) within ten (10) Working Days of the end of the
                   relevant extended period PROVIDED that any proposed increase in
                   Price does not exceed the percentage change in the RPIX Index (or
                   such other index as the Council may notify the Service Provider in
                   writing) for the previous Year.

        17.4.      For the avoidance of doubt, the Council is permitted to charge the
                   Service Provider more or less than the Price for the provision of
                   Services beyond the Initial Term.

        17.5.      Prices varied in accordance with the provision of clause 17.3 shall be
                   amended to take effect on the start of the relevant Extension.



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       17.6.       In addition to the provisions of clause 17.5, the Council reserves the
                   right to make an offer (in writing) to the Service Provider relating to a
                   revision in Price (for any one or more Service) at any time. If the
                   Service Provider does not accept the offer within five (5) Working Days
                   of the offer being made, then the Council shall be entitled (at its sole
                   discretion) at the end of that period to withdraw the offer and to
                   terminate this Agreement in writing with immediate effect.

18. TERMS OF PAYMENT
       18.1.  The Service Provider shall submit an invoice to the Council on a four-
              weekly basis for such Prices/charges as have arisen during the
              previous four week period or as otherwise agreed between the Council
              and the Service Provider at the Invoice Address. The Council will
              approve or dispute such invoice within fifteen (15) Working Days of
              receipt of the invoice.

       18.2.       Each invoice shall contain all appropriate references and a detailed
                   breakdown of the Services and shall be supported by any other
                   documentation reasonably required by the Authorised Officer to
                   substantiate the invoice.

       18.3.       The Council shall pay the undisputed sums due to the Service Provider
                   in cleared funds within 30 Days of receipt and agreement of invoices,
                   submitted in accordance with clause 18.1, for Services completed to the
                   satisfaction of the Council. If the invoice is disputed, such dispute shall
                   be resolved in accordance with the dispute resolution procedure set out
                   in this Agreement.

       18.4.       Any overpayment by the Council to the Service Provider, whether of the
                   Price or of tax, shall be a sum of money recoverable by the Council
                   from the Service Provider.

       18.5.       The Service Provider shall make any payments due to the Council
                   without any deduction whether by way of set-off, counterclaim,
                   discount, abatement or otherwise unless the Service Provider has a
                   valid court order requiring an amount equal to such deduction to be
                   paid by the Council to the Service Provider.

       18.6.       The Service Provider acknowledges and agrees that the Council
                   reserves the right to introduce any new electronic administrative or
                   payment systems and shall comply with any such arrangements on
                   request.

19. WARRANTIES
      19.1.  The Service Provider warrants and represents to the Council that:

                     19.1.1. it has full capacity and authority and all necessary consents
                          (including, where its procedures so require, the consent of its
                          Parent Company) to enter into and to perform this Agreement
                          and that this Agreement is executed by duly authorised officers
                          or as appropriate partners of the Service Provider;


   Page 14 of 38
                19.1.2. it is the owner and operator of the Vehicles used in the
                     provision of the Services;


                19.1.3. it has all the necessary registrations, licences, insurances,
                     permits, consents and approvals required for the provision of the
                     Services as required by Law;

                19.1.4. as at the date hereof and on each anniversary of the date of
                     this Agreement, all information contained in its Tender remains
                     true, accurate, and not misleading in any material respect save
                     as may have been specifically disclosed in writing to the Council
                     prior to the execution of this Agreement or, as the case may be
                     prior to each anniversary of the date of this Agreement;

                19.1.5. this Agreement shall be performed in compliance with all
                     applicable Laws, enactments, orders, regulations and other
                     similar instruments as amended from time to time;

                19.1.6. the Services shall be provided with all reasonable skill and
                     care and that it shall ensure that its Staff shall have the
                     necessary skills and competencies, experience, equipment and
                     all other resources to enable them properly and expeditiously to
                     perform the Services;

                19.1.7. the Services, Equipment and Vehicles supplied in the
                     performance of the Services shall be provided in accordance
                     with the best industry practice and the highest professional
                     standards and shall conform to any and all codes of practice,
                     performance ratings and quality standards as are laid down in
                     the Specification, or elsewhere within this Agreement;

                19.1.8. the Services, Vehicles and Equipment shall at all times
                     conform to the Specification;

                19.1.9. neither it nor any person engaged by it to provide the Services
                     will solicit any gratuity, tip or a form of reward or charge for
                     performing the Services other than the prices set out in this
                     Agreement;

                19.1.10. it shall take all reasonable measures to avoid the failure or
                     reduced performance (in whole or in part) of the Services;

                19.1.11. that the only contractual provisions that will govern the
                     relationship between the Parties are contained in the Agreement
                     and it will not introduce (nor endeavour to) any new terms and
                     conditions of contract to govern the relationship between the
                     Parties;




Page 15 of 38
                   19.1.12. on behalf of itself and its Affiliates or Parent Company, in
                        the three (3) Years prior to the date of this Agreement and
                        continuing throughout the Term:


                        19.1.12.1. it has conducted all financial accounting and reporting
                              activities in compliance in all material respects with the
                              generally accepted accounting principles that apply to it in
                              any country where it files accounts;

                        19.1.12.2. it has been in full compliance with all applicable
                              securities laws and regulations in the jurisdiction in which it
                              is established; and

                        19.1.12.3. it has not performed any act or omission with respect
                              to its financial accounting or reporting which could have an
                              adverse effect on the Service Provider’s position as an
                              ongoing business concern or its ability to fulfil its
                              obligations under this Agreement.

          19.2 The Service Provider acknowledges that a breach of its obligations
               under this clause shall afford the Council the right to immediately
               terminate this Agreement without liability or payment of any Prices or
               costs whatsoever due under this Agreement.

20 CONTINUITY OF PERFORMANCE
      20.1 Both Parties recognise that it is of paramount importance that there is
            no break in the provision of the Services.

        20.2      The Service Provider shall immediately notify the Authorised Officer of
                  any Contingency.

        20.3      The Service Provider shall be responsible for providing Services in
                  accordance with the terms of this Agreement during any industrial
                  action by its own Staff.

        20.4      The Service Provider shall prepare Contingency plans and
                  arrangements and submit details thereof to the Authorised Officer on
                  request and in the event of a Contingency, implement such plans. For
                  the avoidance of doubt, it is recognised that such plans and
                  arrangements may be inspected by the Council on request and where
                  necessary, amendments required by the Council.           Where such
                  amendments are notified in writing, the Service Provider shall within a
                  reasonable time make such amendments and confirm in writing to the
                  Council that such amendments have been made.

        20.5      In the event of a Force Majeure affecting the Services provided by the
                  Service Provider, the Service Provider shall if notified in writing by the
                  Council, provide the best possible substituted Service as determined by
                  the Authorised Officer. The cost of such substituted Service shall apply
                  with effect from the date of the Force Majeure and shall (where


  Page 16 of 38
                     appropriate) be based upon the Prices contained in the Pricing
                     Schedule.

21      INDEMNITY AND INSURANCE
          21.1 The Service Provider shall indemnify and keep the Council indemnified
                fully against all claims, proceedings, actions, damages, legal costs,
                expenses and any other liabilities whatsoever arising out of, in respect
                of or in connection with the Agreement (including in respect of any
                death or personal injury, loss of or damage to property, financial loss)
                arising from:

                     21.1.1      breach of any warranty given by the Service Provider in
                                 relation to the Services;

                     21.1.2      any act or omission of the Service Provider or its Staff in
                                 performing the Services;

                     21.1.3      the Service Provider’s failure to comply with the Agreement
                                 (negligent or otherwise);

                     21.1.4      any advice given or omitted to be given by the Service
                                 Provider; or

                     21.1.5      any other loss which is caused directly or indirectly by any
                                 act or omission of the Service Provider or its Staff.

           21.2      Clause 21.1 shall not apply to the extent that the Service Provider is
                     able to demonstrate that such death or personal injury, or loss or
                     damage was not caused or contributed to by its negligence or default,
                     or the negligence or default of its Staff.

           21.3      The Service Provider shall at all times effect and maintain with a
                     reputable insurance company policy or policies of insurance providing
                     an adequate level of cover in respect of all risks which may be incurred
                     by the Service Provider, arising out of the Service Providers
                     performance of this Agreement, including death or personal injury, loss
                     of or damage to property or any other loss. Such policies shall include
                     cover in respect of financial loss arising from any advice given or
                     omitted to be given by the Service Provider. The Service Provider
                     shall maintain insurance cover for all risks relating to public liability for
                     the Term of the Agreement for a minimum sum of five million pounds
                     (£5,000,000) in respect of any one claim.

           21.4      In addition to the provisions of clause 21.3, the Service Provider shall
                     take out and maintain at all times during the Term insurance in respect
                     of employer’s liability for a minimum sum of ten million pounds
                     (£10,000,000) in respect of any one claim.

           21.5      In addition to the provisions of clause 21.3 and 21.4, where the Service
                     Provider is engaged to provide “high dependency” Services, the
                     Service Provider shall take out and maintain at all times during the


     Page 17 of 38
                   Term insurance in respect of medical malpractice/medical negligence
                   liability for a minimum sum of five million pounds (£5,000,000) in
                   respect of any one claim.


         21.6      The Service Provider shall, wherever required, produce to the Council
                   such documents as the Council may reasonably require to satisfy itself
                   that the insurance cover required under this Agreement is being
                   maintained.

         21.7      The Service Provider shall provide all facilities, assistance and advice
                   required by the Council or its insurers for the purpose of contesting or
                   dealing with any action, claim or matter arising out of the Service
                   Provider’s performance or purported performance or failure to perform
                   the Agreement.

         21.8      The Service Provider shall be solely responsible for damage or loss of
                   Vehicles or Equipment by fire, accident, collision, theft or otherwise
                   whilst involved in the provision of the Services and shall release and
                   indemnify the Council and its officers and servants and against all
                   claims and demands in respect of such loss of damage as may occur
                   on Council or third party premises.

22     TERMINATION ON CHANGE OF CONTROL OR INSOLVENCY
22.1   The Council may terminate this Agreement with immediate effect where the
       Service Provider:

                   22.1.1     is unable to pay its debts (within the meaning of section
                              123(1) or (2) of the Insolvency Act 1986) or if any voluntary
                              agreement is proposed in relation to it under section 1 of
                              that Act or enters into any scheme of arrangement;

                   22.1.2     has an order made or a resolution passed for the winding
                              up of the Service Provider, or an order made for the
                              appointment of an administrator to manage the affairs,
                              business and property of the Service Provider, or such an
                              administrator appointed or documents filed with the court
                              for the appointment of an administrator or notice of intention
                              to appoint an administrator is given by the Service Provider
                              or its directors or by a qualifying floating charge holder (as
                              defined in paragraph 14 of Schedule B1 to the Insolvency
                              Act 1986), or a receiver or manager or administrative
                              receiver is appointed in respect of all or any of the Service
                              Provider's assets or undertaking or circumstances arise
                              which entitle the Court or a creditor to appoint a receiver or
                              manager or administrative receiver or which entitle the
                              Court to make a winding-up or bankruptcy order, or the
                              Service Provider takes or suffers any similar or analogous
                              action in consequence of debt; or




   Page 18 of 38
                     22.1.3    there is a Change of Control (as defined by Section 416 of
                               the Income and Corporation Taxes Act 1988) of the Service
                               Provider or its Parent Company; or

                     22.1.4    the Service Provider ceases, or threatens to cease, to carry
                               on business; or

                     22.1.5    is itself or any of its partners (if a partnership) or any of its
                               directors (if a company) convicted of any criminal offence.

23       TERMINATION ON DEFAULT
23.1     In addition to the other provisions of this Agreement, the Council may terminate
         the Agreement, or terminate the provision of any part of the Agreement by written
         notice to the Service Provider or the Service Provider’s Representative with
         immediate effect if the Service Provider commits a Default and if:

                     23.1.1     the Service Provider has not remedied the Default to the
                               satisfaction of the Council within 28 Days, or such other
                               period as may be specified by the Council, after issue of a
                               written notice specifying the Default and requesting it to be
                               remedied; or

                     23.1.2    the Default is not, in the opinion of the Council, capable of
                               remedy; or

                     23.1.3    the Council considers the Default to be of such a serious
                               nature that the safety of Service Users, or the general
                               public has been endangered.

23.2     If the Council considers a Default to be capable of remedy, it may at its
         discretion, suspend the Agreement until the Service Provider remedies the
         Default in such reasonable time as directed by the Council in writing.

24        BREAK
       Either Party shall have the right to terminate the Agreement, or to terminate the
       provision of any part of the Agreement at any time by giving three (3) Months’
       written notice to the other Party, provided that the Party seeking to terminate the
       Agreement is not in breach of any term or provision of the Agreement.

25       EFFECTS OF TERMINATION OR EXPIRY
25.1     Upon termination of this Agreement for whatever reason the Service Provider
         shall cease to perform the Services; and

         25.1.1         if requested to do so by the Council, the Service Provider shall
                        provide at no cost to the Council any and all relevant information to
                        enable the Council to prepare the necessary documentation in
                        respect of any subsequent tendering or re-tendering of the
                        Services and the information required shall be sufficient to enable
                        the Council to meets its legal obligations and to obtain best value
                        for money reasonably obtainable in a tendering exercise;



     Page 19 of 38
          25.1.2        participate in the phased handover of the Services to the Council,
                        or as the case may be to a successor Service Provider on such
                        terms as may be agreed between the Council and the Service
                        Provider or, in default of agreement, as stipulated by the Council.
                        For the avoidance of doubt, it is expressly contemplated that such
                        phased handover may involve the parallel running of Services or
                        parts of them thereof with the successor Service Provider.

25.2      For the avoidance of doubt the Council shall only be liable to pay the Service
          Provider such sums as are due to the Service Provider for the provision of the
          Services up to the date of termination.

25.3      The Service Provider shall within thirty (30) Days of the effective date of
          termination return all documentation, manuals, statements and other materials
          (and all copies thereof) supplied under or in connection with performance or
          receipt of the Services which contain Confidential Information. If requested the
          Service Provider shall certify in writing that it has fully complied in all respects
          with this provision after the return of such documentation.

26       CONTINUATION OF RIGHTS
26.1     Termination or variation of this Agreement shall not prejudice the rights of either
         Party that have arisen on or before the date of such termination or variation.

26.2     The provisions of clauses 1, 3, 4, 21, 25, 26, 28, 29, 32, 33, 35, 36, 40, 41, 43,
         44, 45 and the provisions of Schedule 1 (and without limitation to the foregoing,
         any other provision of this Agreement which by its terms is to be performed or
         observed notwithstanding termination or expiry or which is expressed or by
         implication to survive termination or expiry) of this Agreement.

27       VARIATION OF AGREEMENT
27.1     No amendment to the provisions of this Agreement shall be effective unless
         made in accordance with this clause 27.

27.2     If the Service Provider considers that a change to this Agreement may be
         appropriate it shall make a request in writing to the Authorised Officer giving full
         details including justification as to why any change is necessary.

27.3     Following such request the Council shall consider it and shall consider, without
         any obligation whatsoever to agree to any changes, whether any changes should
         be made to this Agreement. If the Council agrees that a change should be made
         (a “Change”) it will communicate such change to the Service Provider. In making
         any decision to agree to a Change the Council will give full consideration to its
         obligations under the Public Contract Regulations 2006 and its Treaty of Rome
         obligations of openness, transparency and fairness particularly in relation to other
         service providers who have entered into agreements on like terms to this
         Agreement.

28        LIMITATION OF LIABILITY
       28.1 Nothing in this Agreement shall exclude or limit the liability of the Council for
              the fraudulent misrepresentation or for death or personal injury resulting from
              its negligence or that of any of its officers, employees or agents and the


     Page 20 of 38
              Council.

       28.2   Neither of the Council nor any of its officers, employees or agents shall in
              any circumstances whatsoever be liable to the Service Provider for:-

              28.2.1     any loss of profit, loss of revenue, loss of use, loss of contract or
                         loss of goodwill; or

              28.2.2     any indirect or consequential loss; or

              28.2.3     any loss or damage caused by a Service User to either the
                         Service Provider’s Vehicle or Equipment; or

              28.2.4     loss resulting from the liability of the Service Provider to any
                         other person howsoever and whensoever arising save as
                         provided in clause 28.

        28.3 Each of clauses 28.1 and 28.2 shall:-

              28.3.1     be construed as a separate and severable contract term, and if
                         one or more of such clauses is held to be invalid, unlawful or
                         otherwise unenforceable the other or others of such clauses shall
                         remain in full force and effect and shall continue to bind the
                         Parties; and

              28.3.2     survive termination of this Agreement.

29       ASSISTANCE IN LEGAL PROCEEDINGS
29.1     Where requested by the Authorised Officer, the Service Provider shall promptly
         provide to the Council any relevant information, including but not limited to,
         documentation and statements from Staff, in connection with:
29.2
                29.2.1   any legal enquiry, arbitration, or court proceedings in which the
                         Council may become involved; or

                29.2.2   any disciplinary hearing internal to the Council;

                29.2.3   arising out of the provision of the Services or the Service
                         Provider’s presence on a Route. The Service Provider shall, if
                         required, give evidence in such enquiries, arbitrations,
                         proceedings or hearings.

29.3     Where the Service Provider 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 of failure to provide the Services, it shall notify the
         Authorised Officer immediately in writing. Such notification shall include all
         relevant information to enable the Council Representative to investigate the
         matter fully.

29.4     Information provided or assistance rendered pursuant the obligation in clause
         29.1 and clause 29.2 above, in whatever form, shall be at no cost to the Council.


   Page 21 of 38
30      ASSIGNMENT AND SUB-CONTRACTING
30.1    This Agreement is personal to the Service Provider and the Service Provider
        shall not assign or transfer or purport to assign or transfer to any other person
        any of its rights or sub-contract any of its obligations under the Agreement except
        with the prior Approval.

30.2    Sub-contracting any part of the Agreement shall not relieve the Service Provider
        of any obligation or duty attributable to the Service Provider under the
        Agreement.

30.3    The Service Provider shall be responsible for the acts and omissions of its sub-
        contractors as though they are its own.

30.4    Any change in the legal status of Council shall not affect the validity of this
        Agreement. In such circumstances, this Agreement shall bind and inure to the
        benefit of any successor body to the Council.

31      OBLIGATION TO PROVIDE PARENT COMPANY GUARANTEE AND
        PERFORMANCE BOND
31.1    If requested by the Council, the Service Provider shall, within twenty (20)
        Working Days of the request, provide to the Council a Parent Company
        Guarantee in the form set out in Schedule 4, executed as a deed and delivered
        by the Service Provider’s ultimate Parent Company.

31.2    If requested to do so by the Council, the Service Provider shall within twenty (20)
        Working Days of the request, provide at its own expense a Bond, in such form as
        may be specified by the Council from a bank or insurance company approved by
        the Council for a sum equal to 10% of the estimated annual value of the
        Agreement to guarantee the due performance of all the Service Provider’s
        obligations under this Agreement and for the payment by the Service Provider to
        the Council of all sums due under it. The Service Provider shall ensure that the
        Bond remains in force throughout the Term of this Agreement and for so long
        afterwards as is necessary to meet its full financial obligations to the Council.

32      TUPE
32.1     The Service Provider shall indemnify, hold harmless and keep indemnified and
        held harmless the Council against any loss, cost, liability or expense incurred by
        the Council connected with or arising from any claim or proceedings by any trade
        union, elected employee representative or staff association made against the
        Council in respect of any or all employees of the Service Provider and which
        arises from or is connected with any failure by the Service Provider to comply
        with its legal obligations in relation to them whether under Section 188 of the
        Trade Union and Labour Relations (Consolidation) Act 1992 or the Regulations.

32.2    The Service Provider shall indemnify, hold harmless and keep indemnified and
        held harmless the Council against any loss, cost, liability or expense incurred by
        the Council connected with or arising from the contract of employment or any
        policy applicable to, or any collective agreement in respect of any person at any
        time employed by (or engaged as a consultant by) the Service Provider made
        against the Council at any time for breach of such contract, policy or any such


     Page 22 of 38
       collective agreement, pay, unfair dismissal, statutory or contractual redundancy
       pay, sex, race or disability discrimination, equal pay, unlawful deductions, loss of
       earnings, industrial or personal injury or otherwise relating to their employment
       by the Council and which results from any act, fault or omission of the Service
       Provider while such persons were employed or engaged by the Service Provider.

32.3   Upon the day which is six (6) Months before the termination of the Agreement or
       as soon as the Service Provider is aware of the proposed termination of this
       Agreement or the provision by it of the Services, the Service Provider shall upon
       the request of the Council and to the extent permitted by Law, supply to the
       Council all information required by the Council as to the terms and conditions of
       employment and employment history of any employees then assigned by the
       Service Provider to the provision of the Services and shall warrant the accuracy
       of such information.

32.4   If the Regulations apply by reason of:

       32.4.1          a reduction in the Council’s requirements for the Services; and/or

       32.4.2          the termination of the Agreement;

       so that any employees are transferred from the Service Provider to the Council
       and/or any third party service provider or they would have been so transferred
       but for earlier termination of their employment by the Service Provider, then the
       Service Provider shall indemnify and hold harmless the Council against all costs,
       claims, demands, awards, damages, liabilities and expenses arising against the
       Council or incurred by it as a result of such transfer of employee(s) and/or
       transfer of liability (including, without limitation any such action, costs, claims,
       demands, awards, damages, liabilities and expenses arising on the termination
       by the Council or third party service provider of the employment of a employee
       transferring to it upon any termination of the Agreement).

33     DISPUTE RESOLUTION PROCEDURE
33.1   The Parties shall attempt in good faith to negotiate a settlement to any dispute
       between them arising out of or in connection with the Agreement within 20
       Working Days of either Party notifying the other of the dispute. Such efforts shall
       involve the escalation of the dispute to the Finance Director or appropriate Chief
       Officer within the Council (or equivalent) of each Party.

33.2   Nothing in this dispute resolution procedure shall prevent the Parties from
       seeking from any court of the competent jurisdiction an interim order restraining
       the other Party from doing any act or compelling the other Party to do any act.

33.3   If the dispute cannot be resolved by the Parties pursuant to clause 33.1 the
       dispute shall be referred to mediation pursuant to the procedure set out in clause
       33.5 unless (a) the Council considers that the dispute is not suitable for
       resolution by mediation; or (b) the Service Provider does not agree to mediation.

33.4   The performance of the Agreement shall not be suspended, cease or be delayed
       by the reference of a dispute to mediation and the Service Provider and its Staff
       shall comply fully with the requirements of the Agreement at all times.


   Page 23 of 38
33.5   The procedure for mediation and consequential provisions relating to mediation
       are as follows:
33.5.1 a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement
       between the Parties or, if they are unable to agree upon a Mediator within ten
       (10) Working Days after a request by one Party to the other or if the Mediator
       agreed upon is unable or unwilling to act, either Party shall within ten (10)
       Working Days from the date of the proposal to appoint a Mediator or within ten
       (10) Working Days of notice to either Party that he is unable or unwilling to act,
       apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a
       Mediator.

33.5.2 The Parties shall within ten (10) Working Days of the appointment of the
       Mediator meet with him in order to agree a programme for the exchange of all
       relevant information and the structure to be adopted for negotiations to be held.
       If considered appropriate, the Parties may at any stage seek assistance from
       CEDR to provide guidance on a suitable procedure.

33.5.3 Unless otherwise agreed, all negotiations connected with the dispute and any
       settlement agreement relating to it shall be conducted in confidence and without
       prejudice to the rights of the Parties in any future proceedings.

33.5.4 If the Parties reach agreement on the resolution of the dispute, the agreement
       shall be reduced to writing and shall be binding on the Parties once it is signed
       by their duly authorised representatives.

33.5.5 Failing agreement, either of the Parties may invite the Mediator to provide a non-
       binding but informative opinion in writing. Such an opinion shall be provided on a
       without prejudice basis and shall not be used in evidence in any proceedings
       relating to the Agreement without the prior written consent of both Parties.

33.5.6 If the Parties fail to reach agreement in the structured negotiations within sixty
       (60) Working Days of the Mediator being appointed, or such longer period as
       may be agreed by the Parties, then any dispute or difference between them may
       be referred to the Courts.

34     PREVENTION OF CORRUPTION AND FRAUD
34.1   The Council may terminate this Agreement with immediate effect, and without
       prejudice to any other rights, recover from the Service Provider the amount of
       any loss resulting from such termination if the Service Provider shall have
       offered, or given or agreed to give any person any gift or consideration of any
       kind as an inducement or reward for doing, or forbearing to do, or having done,
       or forborne to have done any action in relation to the obtaining of this Agreement,
       or any other contract with the Council, or for showing or forbearing to show
       favour or disfavour to any person in relation to this Agreement or any other
       contract with the Council, or the like acts shall have been done by any person
       employed by the Service Provider or acting on the Service Provider’s behalf (with
       or without the knowledge of the Service Provider), or if in relation to this
       Agreement or any other contract with the Council the Service Provider or any
       other person employed by the Service Provider, or acting on the Service
       Provider’s behalf shall have committed any offence under The Prevention of


   Page 24 of 38
       Corruption Act 1889 to 1916 or shall have been given any fee or reward the
       receipt of which is an offence under Sections 117(ii) and (iii) of The Local
       Government Act 1972.
34.2   The Service Provider shall take all reasonable steps, in accordance with good
       industry practice, to prevent any fraudulent activity by the Staff, the Service
       Provider (including its shareholders, members, directors) and/or any of the
       Service Provider’s suppliers, in connection with the receipt of monies from the
       Council. The Service Provider shall notify the Council immediately if it has reason
       to suspect that any fraud has occurred or is occurring or is likely to occur.

35     CONFIDENTIALITY AND FREEDOM OF INFORMATION ACT
35.1   In respect of any Confidential Information it may receive from the other Party (the
       “Discloser”) and subject always to the remainder of this clause 35, each Party
       (the “Recipient”) undertakes to keep secret and strictly confidential and shall not
       disclose any such Confidential Information to any third party, without the
       Discloser’s prior written consent provided that:

       35.1.1      The Recipient shall not be prevented from using any general
                   knowledge, experience or skills which were in its possession prior to the
                   commencement of this Agreement;

35.2   The provisions of this clause 35 shall not apply to any Confidential Information
       which:-

       35.2.1      Is in or enters the public domain other than by breach of this
                   Agreement or other act or omissions of the Recipient;

       35.2.2      Is obtained by a third party who is lawfully authorised to disclose such
                   information;

       35.2.3      Is authorised for release by the prior written consent of the Discloser;

       35.2.4      The disclosure of which is required to ensure the compliance of the
                   Council with the FOIA.

35.3   Nothing in this clause 35 shall prevent the Recipient from disclosing Confidential
       Information where it is required to do so by judicial, administrative, governmental
       or regulatory process in connection with any action, suit, proceedings or claim or
       otherwise by applicable law or, provided that the information is subject to
       equivalent confidentiality undertaking set out in clause 35, to its professional
       advisors or insurers or, where the Service Provider is the Recipient, to the
       Service Provider's immediate or ultimate Holding Company provided that the
       Service Provider procures that such Holding Company complies with this clause
       35 as if any reference to the Service Provider in this clause 35 were a reference
       to such Holding Company.

35.4   The Service Provider acknowledges that the Council is subject to the FOIA. The
       Service Provider notes and acknowledges the FOIA and both the respective
       Codes of Practice on the Discharge of Public Authorities' Functions and on the
       Management of Records (which are issued under section 45 and 46 of the FOIA
       respectively) and the Environmental Information Regulations 2004 as may be


   Page 25 of 38
       amended, updated or replaced from time to time. The Service Provider will act in
       accordance with the FOIA, these Codes of Practice and these Regulations (and
       any other applicable codes of practice or guidance notified to the Service
       Provider from time to time) to the extent that they apply to the Service Provider's
       performance under this Agreement

35.5   The Service Provider agrees that:

       35.5.1      Without prejudice to the generality of clause 35.3, the provisions of
                   clause 35.3 are subject to the obligations and commitments of the
                   Council under the FOIA and both the respective Codes of Practice on
                   the Discharge of Public Authorities' Functions and on the Management
                   of Records (which are issued under section 45 and 46 of the FOIA
                   respectively) and the Environmental Information Regulations 2004;

       35.5.2      Where it considers that any information should not be available for
                   disclosure, it will:

                   35.5.2.1   Identify it specifically; and

                   35.5.2.2   Explain the grounds for exemption from disclosure and the
                              time period applicable to that sensitivity.

35.6   All decisions regarding disclosure of information following a request for
       information (as defined under section 8 of the FOIA) will be made at the sole
       discretion of the Council as the case may be. The Service Provider
       acknowledges that, even where the Service Provider has indicated that
       information is commercially sensitive, the Council may be required to disclose it
       under the FOIA, with or without consulting the Service Provider and although the
       Council will use reasonable endeavours to consult with the Service Provider prior
       to any disclosure, the Council shall not be under any obligation to consult the
       Service Provider prior to disclosure.

35.7   The Service Provider shall transfer to the Council any request for information it
       should receive, as soon as practicable after receipt and in any event within five
       (5) Working Days of receiving a request for information.

35.8   Where the Council is managing a Request as referred to in clause 35.6, or 35.7
       the Service Provider shall co-operate with the Council and shall respond together
       with copies of any documentation so requested within five (5) Working Days of
       any request by it for assistance.

36     DATA PROTECTION ACT
36.1   The Service Provider shall (and shall procure that any of its Staff involved in the
       provision of the Agreement) comply with any notification requirements under the
       Data Protection Act 1998 (“DPA”) and both Parties will duly observe all their
       obligations under the DPA which arise in connection with the Agreement.

36.2   Notwithstanding the general obligation in clause 36.1, where the Service Provider
       is processing personal data (as defined by the DPA) as a data processor for the
       Council (as defined by the DPA) the Service Provider shall ensure that it has in


   Page 26 of 38
        place appropriate technical and contractual measures to ensure the security of
        the personal data (and to guard against unauthorised or unlawful processing of
        the personal data and against accidental loss or destruction of, or damage to, the
        personal data), as required under the Seventh Data Protection Principle in
        Schedule 1 to the DPA; and

36.2.1 ensure it does not knowingly or negligently do or omit to do anything which
       places the Council in breach of its obligations under the DPA.

36.2.2 The provisions of this clause shall apply during the continuance of the Agreement
       and indefinitely after its expiry or termination.

37      DISCRIMINATION
37.1    The Service Provider shall not unlawfully discriminate either directly or indirectly
        on such grounds as race, colour, ethnic or national origin, disability, sex or sexual
        orientation, religion or belief, or age and without prejudice to the generality of the
        foregoing the Service Provider shall not unlawfully discriminate within the
        meaning and scope of the Sex Discrimination Act 1975, the Equal Pay Acts 1970
        and 1983, the Disability Discrimination Act 1995, the Employment Equality
        (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or
        Belief) Regulations 2003, the Equality Act 2006, the Human Rights Act 1998 or
        other relevant legislation, or any statutory modification or re-enactment thereof.

37.2    The Service Provider shall take all reasonable steps to secure the observance of
        clause 37.1 by all its Staff employed in the execution of the Agreement.

37.3    The Service Provider shall ensure that it maintains at all times an up to date
        equal opportunities policy in accordance with the Law and shall supply a copy to
        the Council on request.

38      NO AGENCY, PARTNERSHIP
38.1    Neither Party shall act or describe itself as the agent of the other, nor shall it
        make or represent that it has authority to make any commitments on the other’s
        behalf.

38.2    Nothing contained in this Agreement shall constitute a partnership or joint
        venture or employment or agency between or with or between either of the
        Parties and no Party shall hold itself out as an agent or the employee of the other
        Party.

39      WAIVER
        No failure or delay on the part of either Party to exercise any right or remedy
        agreement shall be construed or operate as a waiver thereof, nor shall any single
        or partial exercise or any right or remedy preclude the further exercise of such
        right or remedy.

40      NOTICES
40.1    Any notice to the given under this Agreement shall be in writing and shall be sent
        by first class mail or by fax (confirmed by first class mail) in the case of the
        Council to the Invoice Address and in the case of the Service Provider to the
        address set out at the head of this Agreement or other such addresses or fax


     Page 27 of 38
                     numbers a Party may from time to time notify to the other Party in accordance
                     with this Clause.
40.2                 Notices sent as above shall be deemed to have been received three (3) Working
                     Days after the day of posting and four (4) hours after transmission (in the case of
                     fax messages, but only if a transmission report is generated by the sender’s fax
                     machine recording a message from the recipient’s fax machine, confirming that
                     the fax was sent to the number indicated above and confirming that all pages
                     were successfully transmitted).

41                   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
                     Any rights of any person to enforce the terms of this Agreement pursuant to the
                     Contracts (Rights of Third Parties) Act 1999 are excluded.

42                   RIGHT OF SET OFF
                     The Council reserves its right under common law and in equity to set off against
                     its indebtedness to the Service Provider any amount owed to it by the Service
                     Provider and in respect of any liability, damage, loss, costs, charges and
                     expenses which it has incurred in consequence of any breach by the Service
                     Provider of this Agreement or any other contract with the Council.

43                   AUDIT AND AUDIT COMMISSION
                     The Service Provider shall keep and maintain until twelve (12) Years after the
                     Agreement has been completed, or as long a period as may be agreed between
                     the Parties, full and accurate records of the Agreement including the Services
                     provided under it, all expenditure reimbursed by the Council, and all payments
                     made by the Council. The Service Provider shall on request afford the Council or
                     the Council’s representatives such access to those records as may be required
                     by the Council in connection with the Agreement.

44                   PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES
44.1                 Without prejudice to the Council’s obligations under the FOIA, neither Party shall
                     make any press announcements or publicise the Agreement or any part thereof
                     in any way, except with the written consent of the other Party.

44.2                 The provisions of this clause shall apply during the continuance of the
                     Agreement and indefinitely after its expiry or termination.

45                   GOVERNING LAW AND JURISDICTION
                      The Agreement shall be governed by and interpreted in accordance with English
                     law and the Parties submit to the exclusive jurisdiction of the courts of England.
402     OBLIGATION TO PROVIDE COLL ATERAL WARRANTIES, PERFORMANCE BOND AND PARENT COMPANY GUARA




[IN WITNESS whereof this Agreement has been signed and delivered as a deed
on the date and year stated at the beginning of this deed/ IN WITNESS whereof
this Agreement has been signed on the date and year first above written]




      Page 28 of 38
                               SCHEDULE 1
                               DEFINITIONS


“Affiliate”            means any person, partnership, joint venture, corporation
                       or other form of enterprise, domestic or foreign, including
                       but not limited to subsidiaries, that directly or indirectly are
                       controlled by, or are under common control with the
                       Service Provider or a Parent Company.
“Agreement”            means this agreement between the Council and the
                       Service Provider consisting of these clauses and any
                       attached Schedules.
“Approval” and         means the written consent of the Authorised Officer.
“Approved”
“Authorised Officer”   means the person appointed from time to time by the
                       Council and whose contact details are notified in writing to
                       the Service Provider.
“Bond”                 means the Performance Bond referred to in clause 31.2.

“CEDR”                 as defined in clause 33.5.1.

“Change”               as defined in clause 27.3.

“Commencement Date”    means 2 January 2008;

“Confidential          means any information which has been designated as
Information”           confidential by either Party in writing or that ought to be
                       considered as confidential (however it is conveyed or on
                       whatever media it is stored) including information which
                       relates to the business, affairs, properties, assets, trading
                       practices, Services, Service Users, developments, trade
                       secrets, Intellectual Property Rights, know-how, personnel,
                       customers and suppliers of either Party, all personal data
                       and sensitive personal data within the meaning of the Data
                       Protection Act 1998 and the commercially sensitive
                       information.
“Contingency”          Any actual or potential industrial action or any other
                       contingency of any kind that affects or may affect the
                       Service Provider’s ability at a time to fulfil its obligations
                       under this Agreement.
“Criminal Records      means the bureau established pursuant to Part V of the
Bureau”                Police Act 1997.

“Day”                  means a calendar day.




   Page 29 of 38
“Default”          means any breach of the obligations of either Party
                   (including but not limited to fundamental breach or breach
                   of a fundamental term) or any default, act, omission,
                   negligence or statement of either Party, its employees,
                   agents or sub-contractors in connection with or in relation
                   to the subject matter of the Agreement and in respect of
                   which such Party is liable to the other. For the avoidance
                   of doubt, in respect of the Service Provider, a Default shall
                   include circumstances where the Service Provider or a
                   member of Staff (in the appropriate case) has:
                       (a) knowingly or negligently employed a member of
                           Staff who has a serious original record of the type
                           of offences which would render him/her unsuitable
                           to work with the vulnerable Service Users covered
                           by this Agreement;
                       (b) committed or caused the commission of any
                           criminal or road traffic offence in providing the
                           Services;
                       (c) failed to comply with the Councils’ written
                           instructions;
                       (d) failed to comply with any aspect of the
                           Specification.
“Destination”      means the place/establishment to and from which the
                   Service Users shall be transported as set out in the
                   Specification Schedule.
“Discloser”        as defined in clause 35.1.



“DPA”              as defined in clause 36.1.



“Driver”           means a member of Staff who is engaged in driving a
                   Vehicle for the provision of the Services and, “Drivers”
                   shall be construed accordingly.
“Equipment”        means the Service Provider’s equipment, materials and
                   such other items supplied and used by the Service
                   Provider in the performance of its obligations under the
                   Agreement.

“Escort”           means a member of Staff who is present in order to
                   undertake duties as required by the Council in assisting
                   Service Users in addition to any Driver and “Escorts”
                   shall be construed accordingly.

“Expiry Date”      means 31 July 2009.




   Page 30 of 38
“Extension”              means the extension of the period of this Agreement in
                         accordance with the provisions of clause 2.2.

“Extension Notice”       a within twenty (20) Working Days of the requests defined
                         in clause 2.2.

“FOIA”                   means the Freedom of Information Act 2000 and any
                         subordinate legislation made under this Act from time to
                         time together with any guidance and/or codes of practice
                         issued by the Information Commissioner in relation to such
                         legislation.

“Force Majeure”          means any event or occurrence which is outside the
                         reasonable control of the Party concerned, and which is
                         not attributable to any act or failure to take preventative
                         action by the Party concerned, including (but not limited to)
                         governmental regulations, fire, flood, or any disaster. It
                         does not include any industrial action occurring amongst
                         the Service Provider’s Staff or any staff of any sub-
                         contractor.

“Hackney Carriage”       has the meaning given under the Town Police Clauses Act
                         1847.

“Holding Company”        shall have the meaning ascribed by Section 736 of the
                         Companies Act 1985 or any statutory re-enactment or
                         amendment thereto.

“Initial Term”           means the period from the Commencement Date to the
                         Expiry Date or such earlier date of termination or partial
                         termination of the Agreement in accordance with clause
                         2.1 of the Agreement.

“Intellectual Property   means patents, inventions, trade marks, service marks,
Rights”                  logos, design rights (whether registrable or otherwise),
                         applications for any of the foregoing, copyright, database
                         rights, domain names, trade or business names, moral
                         rights and other similar rights or obligations whether
                         registrable or not in any country (including but not limited
                         to the United Kingdom) and the right to sue for passing off.

“Invitation to Tender”   means an invitation for service providers to bid for the
                         Services required by the Council.

“Invoice Address”        Nottinghamshire Transport Services
                         Nottinghamshire County Council
                         Trent Bridge House
                         Fox Road
                         West Bridgford
                         Nottinghamshire NG2 6BJ



   Page 31 of 38
“Law”                means any applicable Act of Parliament, sub-ordinate
                     legislation within the meaning of Section 21(1) of the
                     Interpretation Act 1978, exercise of the Royal Prerogative,
                     enforceable community right within the meaning of Section
                     2 of the European Communities Act 1972, bye-law,
                     regulatory policy, guidance or industry code, judgement of
                     a relevant court of law, or directives or requirements of any
                     Regulatory Body of which the Service Provider is bound to
                     comply.

“Mediator”           as defined in clause 33.5.1.

“Month”              means a calendar month.

“Named Employee”     as defined in clause 14.3.

“Parent Company”     means any company which is the ultimate Holding
                     Company of the Service Provider or any other company of
                     which the ultimate Holding Company of the Service
                     Provider is also the ultimate Holding Company and which
                     is either responsible directly or indirectly for the business
                     activities of the Service Provider or which is engaged in
                     the same or similar business to the Service Provider.

“Party”              means a party to the Agreement and “Parties” shall be
                     construed accordingly.

“Price”              means the price exclusive of any applicable Tax, payable
                     to the Service Provider by the Council under the
                     Agreement, as set out in the Pricing Schedule, and the
                     variation rate per mile for the full and proper performance
                     by the Service Provider of its obligations under the
                     Agreement but before taking into account the effect of any
                     adjustment of Price in accordance with clause 17.

“Pricing Schedule”   means the Schedule containing details of the Price.

“Private Hire”       has the meaning given under the Local Government
                     (Miscellaneous Provisions) Act 1976.

“PCV”                means a passenger carrying vehicle as defined under the
                     Public Passenger Vehicles Act 1981, as a motor vehicle
                     (other than a tramcar) which is either:
                                         a. adapted to carry nine or more
                                             Service Users for hire or reward;
                                             or
                                         b. adapted to carry eight or fewer
                                             Service Users and is used to carry
                                             Service Users for hire or reward at
                                             separate fares; and



   Page 32 of 38
                                                 c. is used in the business of carrying
                                                    Service Users.

“Quality Standards”         means the quality standards published by the British
                            Standards Institute, the International Organisation for
                            Standardisation or any other equivalent body, that a skilled
                            and experienced operator engaged in the same type of
                            industry or business as the Service Provider would
                            reasonably and ordinarily be expected to comply as
                            supplemented by the Specification.

“Recipient”                 as defined in clause 35.1.

“Regulations”               means the Transfer of Undertakings (Protection of
                            Employment) Regulations 2006, SI 2006, No. 246 (TUPE).

“Regulatory Bodies”         means those government departments and regulatory
                            statutory and other entities, committees, ombudsmen and
                            bodies which, whether under statute, rules, regulations,
                            codes of practice or otherwise, are entitled to regulate,
                            investigate, or influence the matters dealt with in the
                            Agreement or any other affairs of the Council and
                            “Regulatory Body” shall be construed accordingly.

“Route”                     means the individual route set out in the Specification of
                            pick up and return locations for Service Users, including
                            any other route notified by the Council to the Service
                            Provider from time to time and “Routes” shall be
                            construed accordingly.

“RPIX Index”                means the retail prices index (excluding mortgage interest
                            rates) as published by the Office of National Statistics.

“Section 19 / 22 Vehicle”   means a vehicle that operates under a small bus disc
                            under section 19 or section 22 of the Transport Act 1985.

“Service Provider           The Officer appointed by the Service Provider in
Representative”             accordance with clause 7 and whose details are
                            communicated to the Council.
“Services”                  means the services to be provided by the Service Provider
                            as specified in the Specification, including any “ad-hoc”
                            Services required by the Council from time to time.

“Specification Schedule”    means the Schedule containing details of the Specification
                            and including the timetables and details of Routes.

“Service Users”             means those persons in receipt of the transport Services
                            from the Service Provider, a profile of which is contained in
                            the Specification and “Service User” shall be construed
                            accordingly.


   Page 33 of 38
“Specification”    means the description of the Services to be provided
                   under the Agreement, containing details of the lots, Routes
                   and timetables and attached as the Specification
                   Schedule.

“Staff”            means all persons employed by the Service Provider to
                   perform the Agreement together with the Service
                   Provider’s servants, agents and sub-Service Providers
                   used in the performance of the Agreement.

“Tender”           means the Service Provider’s response to the Invitation to
                   Tender dated [insert date on contract award]

“Term”             means the period of duration of the Agreement, taking into
                   account any Extension where appropriate.

“Vehicle”          means the vehicles to be used or used by the Service
                   Provider in carrying out the Services which comply with
                   the terms of this Agreement and the Specification.
“Working Day”      means a day (other than a Saturday or Sunday) on which
                   banks are open for domestic business in the City of
                   London.
“Year”             means a calendar year.




   Page 34 of 38
                                  SCHEDULE 4
                          PARENT COMPANY GUARANTEE

THIS AGREEMENT is made the day of 200
BETWEEN:
(1) [NAME OF PARENT COMPANY]
       whose registered office is at [ADDRESS]
       (the “Guarantor”); and
(2) NOTTINGHAMSHIRE COUNTY COUNCIL of County Hall, West Bridgford,
       Nottingham
        (the “Council“, which term shall include its successors and assignees).

BACKGROUND

by an agreement (the “Agreement“) dated [ ] and made between the Council of the one
part and [ ] (the “Service Provider“) of the other part, the Service Provider is to execute
certain services (the “Services“) in accordance with the terms and conditions of the
Agreement.

NOW THIS DEED WITNESSETH as follows:
1. The Guarantor hereby absolutely irrevocably and unconditionally guarantees to the
    Council the due and punctual performance by the Service Provider of all the
    obligations on the part of the Service Provider under or pursuant to the Agreement
    (the ”Terms”) and (as a separate stipulation and as primary obligor) agrees that if the
    Service Provider shall in any respect commit any breach of or fail to fulfil any of the
    Terms, then the Guarantor will forthwith perform and fulfil in place of the Service
    Provider each and every Term in respect of which the Service Provider has defaulted
    or which is unfulfilled by the Service Provider. The Guarantor shall be liable to the
    Council for all losses, damages, expenses, liabilities, claims, costs or proceedings
    which the Council may suffer or incur by reason of the said failure or breach.
2. The Guarantor shall be, and continue to be, liable under this Guarantee even if the
    Contract is or becomes for any reason not binding on, or unenforceable against, the
    Service Provider, for any reason whatsoever. No alterations in the Agreement, or in
    the Services, and no extension of time, forbearance or forgiveness, nor any act,
    matter or thing whatsoever except an express release by the Council, shall in any
    way release or reduce any liability of the Guarantor hereunder. References to the
    Agreement in this Guarantee shall include all amendments, variations and additions
    to it, whether made before or after the date hereof.
3. This Guarantee shall remain in full force and effect until performance in full of the
    Terms, notwithstanding:
   3.1. the insolvency or liquidation of the Service Provider, the Guarantor or any other
           person;
   3.2. any disclaimer of the Agreement by a liquidator of the Service Provider; and/or
           any feature of the Agreement, the negotiations prior to the Service Provider and
           the Council entering into the Agreement, or the performance of the Agreement,
           making if ineffective or unenforceable.
4. Until the Terms have been unconditionally and irrevocably performed in full the
    Guarantor shall not by virtue of any performance or payment made by it or otherwise:
   4.1. be subrogated to any rights, security or moneys held or received or receivable
           by the Council; or



   Page 35 of 38
     4.2. be entitled to exercise any right of contribution from any co-surety in respect of
            such performance and liabilities under any other guarantee, security or
            agreement; or
     4.3. exercise any right of set-off or counterclaim against the Service Provider or any
            such co-surety; or
     4.4. receive, claim or have the benefit of any payment, distribution, security or
            indemnity from the Service Provider or any such co-surety; or
     4.5. unless so directed by the Council (when the Guarantor will prove, and turn over
            any realisations to the Council, in accordance with such directions) claim as a
            creditor of the Service Provider or any such co-surety in competition with the
            Council.
5.    No delay or omission of the Council in exercising any right, power or privilege
      hereunder shall impair such right, power or privilege or be construed as a waiver of
      such right, power or privilege nor shall any single or partial exercise of any such
      right, power or privilege preclude any further exercise thereof or the exercise of any
      other right, power or privilege. The rights and remedies of the Council herein
      provided are cumulative and not exclusive of any rights or remedies provided by law.
6.    A waiver given or consent granted by the Council under this Guarantee will be
      effective only if given in writing and then only in the instance and for the purpose for
      which it is given.
7.    If at any time any one or more of the provisions of this Guarantee is or becomes
      invalid, illegal or unenforceable in any respect under any law, the validity, legality and
      enforceability of the remaining provisions hereof shall not be in any way affected or
      impaired thereby.
8.    As a separate and alternative stipulation the Guarantor unconditionally and
      irrevocably agrees that any sum expressed to be payable by it or obligation to be
      performed by it under this Guarantee but which is for any reason (whether or not now
      existing and whether or not now known or becoming known to the Guarantor) not
      recoverable from or enforceable against the Guarantor on the basis of a guarantee
      shall nevertheless be recoverable from or enforceable against the Guarantor as if the
      Guarantor were the sole principal debtor or obligor (where relevant).
9.    Any notice, demand or other communication to be served under this Guarantee may
      be served upon either party hereto only by posting by first class post or delivering the
      same or sending the same by facsimile transmission to the party to be served at its
      address or facsimile number shown below:

        Council :                        Guarantor:
        Fax:                             Fax:
        or at such other address or number as it may from time to time notify in writing to
        the other party.
10. A notice or demand served by first class post shall be deemed duly served on the
    second business day after the date of posting and a notice or demand sent facsimile
    transmission shall be deemed to have been served at the time of transmission
    unless served after 5.00 p.m. in the place of intended receipt in which case it will be
    deemed served at 9.00 a.m. on the following business day. For the purposes of this
    paragraph “business day” means a day on which commercial banks are open for
    business in London.
11. In proving service of any notice it will be sufficient to prove, in the case of a letter,
    that such letter was properly stamped or franked first class, addressed and placed in
    the post and, in the case of facsimile transmission, that such facsimile was duly



     Page 36 of 38
    transmitted on a business day to a current facsimile number of the addressee at the
    address referred to above.
12. The Council shall be entitled to assign or transfer all or any of the Council’s rights
    under this Guarantee without consent of the Guarantor.
13. Nothing in this Guarantee confers or purports to confer any right to enforce any of its
    terms on any person who is not a party to it (except any successor or any permitted
    assignee of such a party). The Contracts (Rights of Third Parties Act) 1999, or any
    amendment or re-enactment thereof, accordingly shall not apply.
14. The proper law of this Guarantee shall be the same as that of the Agreement.


IN WITNESS whereof the Guarantor has executed this Deed on the date first stated
above




   Page 37 of 38
[THE COMMON SEAL of              )
NOTTINGHAMSHIRE COUNTY           )
COUNCIL was hereunto affixed     )
in the presence of/ Signed by
two Authorised Signatories for
                                                              Seal
                                                              Seal
                                                              Seal
and on behalf of
THE NOTTINGHAMSHIRE
COUNTY COUNCIL]


                                     [Authorised Signatory]
                                     Authorised Signatory




[EXECUTED [AS A DEED] by        )
[SERVICE PROVIDER] acting )
by [either two directors or one )
director and the company
secretary]]                       [Director/Company Secretary]



                                     [Director]




   Page 38 of 38

								
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