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					                                                                           HEADQUARTERS

                                                                           Procurement Policy & Services Department
                                                                           (PPSD) Room 207
                                                                           Calton House
                                                                           5 Redheughs Rigg
                                                                           Edinburgh EH12 9HW
                                                                           Telephone:             0131 244 4121
                                                                           Fax                    0131 244 5705
                                                                           E-mail:                Fiona Ferrie@sps.pnn.gov.uk
                                                                                                     nd
                                                                           Date:                  22 September 2010
  Invitation to Tender: Reference 00927 - for the Provision of Prisoner Dental Services at HMP
  Inverness

The Scottish Ministers per the Scottish Prison Service invite you to tender for the above Contract.

The attached documents describe how the tenderer is to submit the tender and list the items to be submitted with the
tender. The documents included in the Invitation to Tender are listed below.

   This Invitation to Tender Letter
   Schedule 1     Instructions to Tenderers
   Schedule 2     Tenderer's Submission Requirements
   Schedule 3     Form of Tender
   Schedule A Terms and Conditions of Contract
   Schedule B      Specification
   Schedule C      Pricing Document.

The ITT states the terms of the proposed Contract, and the specification provides information about how the Supplier is
to provide the Services.

You are required to return, as part of your tender, those documents listed at paragraph 4.1 of the instructions to tenderers.
It is your responsibility to ensure that your tender is complete.

We deem a submission of a tender in response to this invitation as your acceptance of the attached instructions to
tenderers.

We look forward to receiving and evaluating your tender. If you do not intend submitting a tender please e-mail the
point of contact detailed in Schedule 1 stating your reason for not wishing to participate.

The tender return time and date is 14:00 on Friday 8th October 2010.



Fiona Ferrie
Procurement Specialist
Procurement Policy and Services Department




           The Scottish Prison Service is an Agency of the Scottish Government Justice Department
                        INVITATION TO TENDER


                              For the supply of:


                    PRISONER DENTAL SERVICES
                               At
                         HMP INVERNESS




                            REFERENCE: 00927




                                 Confidentiality:

     No part of this document may be disclosed orally or in writing, including by
   reproduction, to any third party without the prior written consent of SPS. This
document, its associated appendices and any attachments remain the property of SPS
                         and will be returned upon request.
                                             Schedule 1
                                INSTRUCTIONS TO TENDERERS

1.    COMMENCEMENT/DURATION

It is the intention of the SPS that any Contract resulting from this ITT will commence on 17th November 2010
and run through to 30th October 2011 with the option to extend for up to a further 12 months. The migration of
prisoner healthcare to local NHS Health Boards is detailed in Schedule B – Specification.


2.    COMMUNICATION

2.1   The SPS point of contact for this Invitation to Tender up to Contract award is:
      Fiona Ferrie
      Procurement Specialist
      Calton House
      5 Redheughs Rigg
      Edinburgh
      EH12 9HW
      Fax: 0131 244 5705
      Email: Fiona.ferrie@sps.pnn.gov.uk

2.2   The SPS point of contact for queries and clarifications is Fiona Ferrie. The SPS may only respond to
      queries or requests for additional information that are received earlier than four days prior to the
      return date and time. The SPS response to any query may be provided to all tenderers. The source of
      the original query will not be revealed.

2.3   All communications in connection with this ITT shall be in writing or by email.

3.    GENERAL

3.1   The return date and time for your tender submission is 14:00 on Friday 8th October 2010.

3.2   Before the tender return date, the SPS may modify the ITT by the SPS point of contact issuing addenda.
      The procedure for receiving submissions will be detailed in any such addenda. The SPS will not request
      further information less than four days prior to the return date and time without indicating an extension
      to the return date.

3.3   You are requested to acknowledge receipt of this ITT within five working days of receipt, by emailing or
      faxing such acknowledgement to the SPS point of contact. We would ask that you indicate a reason if
      you do not intend to submit a tender.

3.4   This ITT and any associated correspondence are subject to the laws of copyright and must not be
      reproduced, whether in whole or in part, without the prior written consent of the SPS.

3.5   You may not in any way advertise or publicly announce that you are entering into discussions with
      and/or undertaking work for the SPS without the SPS's prior written consent.

3.6   Under the Freedom of Information (Scotland) Act, 2002, the SPS must reject any tender which includes a
      blanket claim for confidentiality. The SPS may be required to disclose information:
           According to the provisions of the Freedom of Information (Scotland) Act, 2002;
           According to EU Directives or any other legislation; and
           To those UK Government departments and bodies which are entitled to it.




Schedule 1 Instructions to Tenderers                                                                    Page 2
4.    DOCUMENTATION TO BE SUBMITTED

4.1   Please include the following documents in your tender, completed and signed as required:

             Schedule 2 all the items required by the Tenderer’s Submission Requirements
             Schedule 3 Form of Tender
             Completed response to Schedule B (as detailed in Schedule 2)
             Schedule C Pricing Document.

5.    PREPARATION OF TENDERS

5.1   The tender shall be submitted in the English language.

5.2   You will bear all your own costs associated with this tendering exercise.

5.3   You are responsible for raising a query promptly where you believe that any information may be
      incorrect or may have been omitted from the Invitation to Tender.

5.4   Tenders shall remain valid and open for acceptance for 90 days after the tender return date. In
      exceptional circumstances, the SPS’s point of contact may request that the tenderer extend the validity
      period for a specified additional period. Except for manifest error or as may otherwise expressly be
      agreed by both the SPS and the tenderer, the contents of submitted tenders will be deemed to be binding
      upon the tenderer and open for acceptance by the SPS for the duration of the validity period. The
      tenderer is therefore cautioned to verify its proposal before submission to the SPS since it is the
      tenderer’s responsibility to ensure that a full appreciation, understanding and comprehension of the
      Goods/Services required, stated or implicit has been achieved prior to tender submission. No claims will
      be accepted for items that arise from the tenderer’s failure to meet these requirements.

6.    TENDER SUBMISSION

6.1   The tender shall be completed in black ink/print and submitted in the form of one priced original and one
      unpriced original: each of these documents must be clearly marked ‘PRICED’ and ‘UNPRICED’ on the
      front cover.

6.2   Each tender must be signed by a duly authorised person (or persons) acting on behalf of the tenderer.

6.3   The envelope or package in which the tenders are delivered to SPS should not in any way identify the
      name of the company submitting the tender. The envelope/package should be sealed and marked as
      stated below.

6.4   The tenderer shall fix self-adhesive labels to the tender envelope/package, in the following order:

              This is a tender for – at the top left of the package: please show the project name and
               reference number.
              Return label - centre of package: to be addressed to The Administrator, Procurement
               Department, Room 207, Scottish Prison Service, Calton House, 5 Redheughs Rigg,
               Edinburgh EH12 9HW.
              Received by SPS - bottom left of package: (this will be completed by SPS Security when
               received at Calton House).

      Failure to strictly comply with this instruction may mean your package is not identified as a tender, and
      may therefore be omitted from the formal tender opening.

6.5   Where the tenderer proposes to use a third party such as a courier for delivery of the tender, they should
      still ensure that any package is clearly labelled in accordance with this instruction.




Schedule 1 Instructions to Tenderers                                                                        Page 3
6.6   The tenderer shall ensure that the SPS receives the tender at the address specified by no later than the
      return date and time. Only signature by an SPS representative will be taken as proof of delivery.
      Tenders submitted by e-mail or fax will not be accepted unless expressly requested by the SPS’s point of
      contact, and accompanied by a sealed tender.

6.7   Tenders received after the return date and time may be returned unopened.


7.    EVALUATION OF TENDERS

7.1   The SPS may, without liability or obligation to any tenderer:
           accept or reject any tender;
           accept only such part or parts of any tender it shall deem to be appropriate;
           enter into one or several Contract(s);
           cancel the Invitation to Tender process and reject all tenders at any time prior to the formation of a
            Contract;

7.2   A tender may be deemed unacceptable if the tenderer (a) does not acknowledge that the Terms and
      Conditions of Contract included with the ITT have been taken into account with the tender; and (b) does
      not offer alternatives where he considers the Terms and Conditions of Contract included with the ITT to
      be unacceptable. Such alternatives are to comprise proposed alternative clauses to each of the SPS
      clauses on a clause-by-clause basis and should not be a submission of the tenderer’s standard terms and
      conditions. Any alternative terms and conditions will form part of the evaluation of the tender on a
      pass/fail basis either before or following clarification.

7.3   The SPS shall award the Contract on the basis of the lowest priced technically compliant tender. The
      technical evaluation shall be based on the written response to Schedule B (as detailed in Schedule 2) and
      shall be evaluated as Pass/Fail and then awarded on lowest price.

7.4   The SPS may, as appropriate, enter into tender clarifications and commercial discussions with any
      tenderer(s). This could include a presentation and discussion by the tenderer at an SPS site and/or a
      meeting at the tenderer’s premises to discuss the proposal further.

7.5   The SPS may specify additional requirements or agree Conditions of Contract as appropriate to the
      specific requirement with a selected tenderer(s) at any time prior to formal Contract award. Similarly,
      the final scope and content of the Contract will be agreed prior to Contract formation.

8.    NOTIFICATION OF AWARD
      Tenderers will be notified in writing as soon as possible when the SPS has completed the evaluation
      process.

9.    FORMATION OF THE CONTRACT

9.1   Execution of the Contract shall be deemed to have taken place when both the successful tenderer and the
      SPS have signed the duplicate bound copies of the Contract.

9.2   Any instruction, verbal or written, issued by the SPS or any SPS representative against this ITT will not
      be binding unless the Contract has been executed.

9.3   Before the formation of a Contract the SPS's point of contact may require the tenderer to submit for the
      SPS's acceptance:
           Any collateral warranties and guarantees required in terms of the Terms and Conditions of Contract
           Any parent company guarantees and bonds required in terms of the Terms and Conditions of
            Contract
           The policies and certificates for insurance to be provided by the Supplier


                                               End of Schedule 1




Schedule 1 Instructions to Tenderers                                                                       Page 4
                                               Restricted - Contracts                              SPS Ref: 00927
                                                                                                   September 2010



                                               Schedule 2
                        TENDERER’S SUBMISSION REQUIREMENTS

The information requested from the tenderer in this Schedule 2 will be used in conjunction with
commercial and technical criteria during the tender evaluation process. It is therefore ESSENTIAL that
you supply all the information requested in the boxes beneath each question. Failure to provide the
information requested may result in de-selection from the process.

Tenderers should provide the information required in the relevant boxes below each question.


Section A contains questions pertaining to the capability of the tenderer to perform the contract (Selection
Criteria)

Reponses to section A will be evaluated but not scored.

Sections B and C contains questions pertaining to the performance of the contract (Award Criteria)

Responses to section B and C will be scored in accordance with section 7 of Schedule 1 (Evaluation of the
tenderers) or evaluated as a Pass/Fail as indicated. Failure to provide the information requested will be
awarded a FAIL for that particular question.

SECTION A: INFORMATION ONLY

1.     FINANCIAL DETAILS

Please provide details of your organisations turnover for the last three (3) years. Please detail the financial year
this relates to. Financial information will be treated as commercial in confidence.
Details:


SECTION B: SELECTION CRITERIA (ABILITY OF THE TENDERER TO PERFORM THE
CONTRACT)

PART B: QUESTIONS TO BE EVALUATED AS PASS/FAIL

2.     COMPLIANCE WITH LEGISLATION & REGULATORY PROVISIONS
The SPS expects suppliers to fully comply with their obligations in respect of relevant legislation and other
regulatory requirements applicable to the type of Services being provided (e.g. dental decontamination, GDC
etc.). Whilst specific legislation such as the Race Relations Act, the various Employment Equality Regulations,
Health & Safety, COSHH or environmental regulations, etc may be specifically mentioned in this ITT you
should provide a response to the following question in terms of compliance with all legislation and regulatory
requirements:
         a)   In the last three years, has your organisation been subject to any formal investigation, or has any
              finding been made against your organisation by any court or tribunal or in comparable proceeding
              in any other jurisdiction in respect of an alleged or actual breach of legislation? Your response
              should highlight any known pending infraction cases.

         b) If the answer is yes, what steps have you taken as a result of that finding?

Any supplier or organisation which has been the subject of an adverse ruling, or is suspected of having failed to
meet its legal obligations, may be excluded from future competition or bidding for SPS contracts until such time
as they can demonstrate that appropriate remedial action has been taken.




Schedule 2 Tenderer’s Submission Requirements                                                                     5
                                               Restricted - Contracts                            SPS Ref: 00927
                                                                                                 September 2010

Details:


A ‘yes’ to part (a) and a ‘no action taken’ to part (b) will result in a fail.

3.        ENVIRONMENTAL, ETHICAL AND SUSTAINABILITY
The SPS expects suppliers to operate in a manner which recognises sustainability, environmental and ethical
considerations relating to the production and supply of goods, services or works. For example, the SPS
sustainability policy outlines the key sustainability themes and expectations we would attach to this project (see
www.SPS.gov.uk/Library/Policies). Please confirm YES/NO that your organisation:

     1.    observes sustainability, environmental and ethical provisions (including legislative and statutory
           provisions);
     2.     ensures compliance with your organisation’s sustainability, environmental and ethical policy in the
           performance of services; and
     3.    takes into account any specific sustainability, environmental and ethical provisions of the Purchaser.

           Note: The SPS does not require copies of your organisation’s Sustainability policy documents.

Details:


A ‘no’ will result in a fail.

4.        INSURANCES
The tenderer shall submit current certificates for insurances as required by law and this Contract e.g.
employer’s liability insurance, public liability insurance, product liability insurance, professional indemnity
insurance as appropriate. Tenderers are asked to confirm what certificates they have included in their
tender.
Details:



No certificates provided or certificates provided that are not current will result in a fail.

5.        RESOURCING THE SERVICE
The tenderer shall confirm the number and type of the staff available to them to provide the Services (this
should include Dental Practitioner, Dental Assistant and Dental Hygienist, Dental Nurse for example), their
relevant experience, qualifications and skills via submission of a CV, registration (for all nominated staff) with
the General Dental Council (GDC), and that all Certificates in Professional Development (CPD) for all staff are
up to date and available to view by the Purchaser on request.
Details:


A fail will be: no information provided or proposal does not include the requirements stated above and in
line with the requirements of the Specification.

SECTION C: AWARD CRITERIA (QUESTIONS PERTAINING TO THE PERFORMANCE OF THE
CONTRACT)

PART C1: QUESTIONS TO BE EVALUATED AS PASS/FAIL

6.        SPECIFICATION COMPLIANCE
Please confirm your compliance with the Specification detailed in Schedule B. In the event the tenderer can not
comply with any of the requirements detailed within the Specification, then the tenderer should clearly detail in
their submission those sections which they are unable to comply with, provide the reason for non-compliance



Schedule 2 Tenderer’s Submission Requirements                                                                   6
                                              Restricted - Contracts                            SPS Ref: 00927
                                                                                                September 2010

and submit suggestions for amendments and costs if necessary, to make the relevant sections acceptable. The
SPS has endeavored to provide sufficient information to inform your response. Where, however, you feel it
necessary to make some assumptions, please document where you have made an assumption.
Details:


A fail shall be: non-compliance with the specification highlighted but no alternative solution(s) offered or
solution(s) offered is not acceptable to the SPS.

7.      PERFORMANCE OF THE SERVICES
The tenderer shall outline the process of how they intend to manage the the Service. The tenderer shall include
details of how they will manage the staff, ensure continuity of service during periods of absence and how they
will manage the work activities, professional services (e.g. laboratory services), prisoner and Purchaser
complaints, and the promotion of dental health education in the premises.

Details:


A fail shall be: no information provided or proposal does not take into account the requirements detailed
above and in line with the Specification.

The Purchaser requires accesss to emergency dental care. The tenderer is required to confirm how they will
provide this care in terms of: availability of general advice; advice in the event of an emergency situation; who
will provide the emergency dental work; and how an acute dental problem would be dealt with.
Details:


A fail shall be: No information provided or no emergency service as detailed above and in line with the
Specification provided with no alternative solution.

8.     PROGRAMME
The Services are expected to commence on 17th November 2010. The tender is required to confirm that they
can commence in November 2010.
Details:


A fail will be: No information provided or Services cannot commence until after 17th November 2010.

9.     REFERENCES
The tenderer must provide names of two (2) professional referees.
Details:


A fail will be: no references provided.

10.    DENTAL DECONTAMINATION
The SPS decontamination service is currently under review and it is envisaged that this service will be out
sourced, across the majority of the SPS Estate, in the near future. The tenderer is required to confirm whether
external decontamination will impact on how the Service will be managed and what steps you will take to
ensure the Service is not disrupted in any way.

Details:

A fail will be: no information provided or where a ‘yes’ is the response no information provided as to how
this will be dealt with.




Schedule 2 Tenderer’s Submission Requirements                                                                  7
                                         Restricted - Contracts   SPS Ref: 00927
                                                                  September 2010

                                          End of Schedule 2




Schedule 2 Tenderer’s Submission Requirements                                 8
                                                             Restricted - Contracts                                       SPS Ref: 00927
                                                                                                                          September 2010


                                                              Schedule 3
                         FORM OF TENDER TO THE SCOTTISH PRISON SERVICE
Please sign below to acknowledge formal acceptance of the Terms and Conditions of Contract specified in this Invitation to Tender
Ref.: 00927

Prisoner Dental Services at HMP Inverness


at the prices entered in the tender.

           1.   The Invitation to Tender Letter
           2.   Schedule 1       Instructions to Tenderers
           3.   Schedule 2       Tenderer’s Submission Requirements
           4.   Schedule 3       Form of Tender
           6.   Schedule A       Terms and Conditions of Contract
           7.   Schedule B        Specification
           8.   Schedule C        Pricing Document.

Our tender includes the above list of items and the following:
__________________________________________________________________________________________________
_______________________________________________ (tenderer to complete as appropriate)

The SPS is not bound to accept this or any tender for this project, however, any Contract that may result from this tender will be subject to
Scots Law and the tenderer hereby irrevocably submits to the jurisdiction of the Scottish Courts.

This tender remains open for consideration for 90 days from the date fixed for receiving tenders.

We understand that the lowest tender will not necessarily be accepted.

By submitting a tender, we acknowledge that our tender is a bona fide tender, intended to be competitive, and that we have not fixed or
adjusted the amount of the tender by or under or in accordance with any agreement or arrangement with any other person.

Dated this ______________________ day of ____________________________

Signature                                                                Name:
                                                                         (BLOCK CAPITALS)
Designation:

Duly authorised to sign tenders for and on behalf of:

Name of tenderer

Address



Telephone No                                                                              (INCLUDE AREA CODE)

It must be clearly shown whether the tenderer is a limited liability company, statutory corporation, partnership, or single individual trading
under his own name. Tenders received after the above time and date will not normally be considered.

Name of contact for this tender

Position


Tel No:                                                                  Email:
Fax No.




                                                             End of Schedule 3




Schedule 3 Form of Tender                                                                                                                       9
                                              Restricted - Contracts                              SPS Ref: 00927
                                                                                                  September 2010


SCHEDULE A – TERMS AND CONDITIONS OF CONTRACT
                 This is Schedule A referred to in the foregoing Contract number 00927

1. DEFINITIONS
In these Conditions of Contract unless the context otherwise requires the following terms shall have the
meanings given to them below:

      “Account Manager” means the Supplier’s representative for the Contract Term;

     “Audit Period” is 2 years;

     “Commencement Date” means [             ]

     “Contract” means the Contract between the Purchaser and the Supplier consisting of these terms and
      conditions and Schedules B to C and any other documents (or parts thereof) specified as forming part of
      the contract;

     “Contract Manager” means the Purchaser’s representative for the Contract Term;

     “Contract Term” means [............] or such longer periods for which the Contract is extended in
      accordance with Clause 3.2;

     “Crown” means the government of the United Kingdom (including the Northern Ireland Executive, the
      Scottish Ministers and the Welsh Assembly Government), including, but not limited to, government
      ministers and government departments and particular bodies, persons, commissions or agencies from time
      to time carrying out functions on its behalf;

     “Default” means:-

      (a)    any breach of the obligations of the Supplier under this Contract (including, but not limited to, any
             material breach of this Contract or breach of a material term of this Contract and to any breach of
             any undertaking or warranty given under or in terms of this Contract),

      (b)    any failure to perform, or the negligent performance of, any obligation under this Contract,

      (c)    any breach of any legislation relating to this Contract, or

      (d)    any negligence or negligent or fraudulent mis-statement relating to this Contract;

     “Disclosure Level” is Enhanced unless otherwise instructed by the Site;

      “Disclosure Scotland” means the body through which persons employed by the Supplier including
      subcontractors are vetted and shall be deemed to include any successor to such body or any other person,
      firm, governmental department, body, agency, institution, authority or corporate body from time to time
      having jurisdiction in relation to security matters at the Premises;

     “Dispute Resolution Period” is 14 days;

     “Expiry Date” means [        ] or such later date to which the Contract is extended in accordance with Clause
      3.2;

     “Extension Period” is one year commencing on the Expiry Date;

      “Head of Care” means the Health Centre Manager at the Premises;

     “Premises” means the location where the Services may be delivered as specified in the Contract;


Schedule A Terms and Conditions of Contract                                                                    10
                                             Restricted - Contracts                             SPS Ref: 00927
                                                                                                September 2010

     The “Prices” are the Prices for the completion of the Services specified in Schedule C to this Contract or
      as varied by the Parties in accordance with this Contract;

     The “Professional Indemnity Amount” is £5,000,000;

     The “Public Liability Amount” is £5,000,000;

     “Purchaser” means the Scottish Ministers acting through the Scottish Prison Service;

     “Services” means the dental Services as specified in Schedule B to this Contract to be provided by the
      Supplier to a Purchaser;

     “Specification” means the document included in Schedule B to this Contract;

     “Supplier” means ................[name, address, company number];

     “Termination Notice Period” is 30 days.

2. INTERPRETATION
2.1  In this Contract unless otherwise provided:

      (a)    words in the singular include the plural, the masculine includes the feminine and the neuter and
             vice versa;

      (b)    references to any Act, statute, enactment, order, regulation, statutory instrument or other similar
             instrument shall be construed as references to the Act, statute, enactment, order, regulation,
             statutory instrument or other instrument as amended from time to time;

      (c)    references to Clauses shall be construed as references to clauses in these Conditions of Contract;

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

      (e)    headings are included in this Contract for ease of reference only and shall not affect the
             interpretation or construction of this Contract.

3. PERIOD OF CONTRACT
3.1  The Contract will commence on the Commencement Date and will continue for the Contract Term unless
     extended or terminated in accordance with this Contract.

3.2   This Contract may be extended at the sole discretion of the Purchaser for any number of periods totalling
      one Extension Period, provided a notice of extension has been served on the Supplier no later than one
      month prior to the Expiry Date. The provisions of the Contract will apply throughout any such period of
      extension subject to any variation of price pursuant to this Contract.

4. THE SERVICES
4.1 The Supplier shall supply the Services to the Purchaser in accordance with the Contract on time and to
    the satisfaction of the Purchaser.

4.2   The Purchaser may by written notice require the Supplier to execute the Services in such order as the
      Purchaser may decide.

4.3   The Supplier shall perform the Services in accordance with the Contract with the reasonable skill, care
      and diligence of a properly qualified and competent Supplier experienced in executing such Services on
      projects of a similar size, scope, time scale and complexity as this Contract and in a workmanlike manner
      and to the satisfaction in all respects of the Purchaser.




Schedule A Terms and Conditions of Contract                                                                   11
                                             Restricted - Contracts                             SPS Ref: 00927
                                                                                                September 2010

4.4   The Supplier shall obtain the Purchaser’s prior approval before introducing new methods or systems in
      providing the Services.

5.    ACCESS
5.1   The Supplier shall adhere to any restrictions relating to access to the Purchaser's Premises included in
      this Contract and given to the Supplier by the Purchaser.

5.2   All equipment and materials brought on to the Premises shall be at the risk of the Supplier and the
      Purchaser shall have no liability for loss of or damage to any equipment or materials unless the Supplier
      is able to demonstrate that such loss or damage was caused by the negligence of the Purchaser.

6.    SUPPLIER'S PERSONNEL
6.1   The Supplier shall comply with the rules, regulations, policies, procedures and requirements in force at
      the Premises.

6.2   The Supplier warrants and represents that all Staff assigned to the performance of the Supplier’s
      obligations shall possess and exercise such qualifications, skill and experience as are necessary for the
      proper performance of the Contract.

6.3   The Purchaser may require the Supplier to produce such documentary or other evidence as may be
      required to establish that management, supervisory and other staff employed by the Supplier are qualified
      and fully competent to perform duties under the Contract.

7.    SECURITY
7.1   The Supplier shall adhere to the security requirements included in this Contract.

7.2   The Supplier shall ensure that all of its Staff who are proposed to perform the Supplier’s obligations
      under the Contract at the Premises shall hold a Disclosure Scotland certificate that is no more than 12
      months old from the date of issue by Disclosure Scotland at the time they carry out work and at the
      Disclosure Level notified to the Supplier by the Purchaser. The Supplier shall be responsible for
      obtaining the Disclosure Scotland certificates. The Supplier shall retain copies of the Disclosure
      Scotland certificates and shall submit them to the Purchaser at the Purchaser’s request.

7.3   The Supplier shall ensure that any of its Staff who are proposed to perform the Supplier’s obligations
      under the Contract shall obtain an updated Disclosure Scotland certificate whenever requested to do so
      by the Purchaser.

7.4   The Supplier shall inform the Purchaser in writing within 7 days of the Supplier becoming aware of any
      criminal charge or new criminal conviction or any other event that may affect the validity of the
      Disclosure Scotland certification of any of its Staff. The Supplier shall ensure that each member of its
      Staff is contractually obliged via their terms of employment to inform timeously the Supplier of any
      criminal charge or new criminal conviction or any such other event. The Supplier shall ensure that no
      such member of staff acts in the performance of the Contract until the Purchaser has provided approval.

7.5   The Supplier shall ensure that it has a suitable number of Staff with valid Disclosure Scotland
      certification at any given time to ensure continuity of Service provision.

7.6   If and when instructed to do so by the Purchaser, the Supplier shall give to the Purchaser a list of names
      of all persons who are or may be at any time concerned with the performance of the Supplier’s
      obligations under the Contract, specifying the capacities in which they are so concerned, and giving such
      other particulars and evidence of identity and other supporting evidence as the Purchaser may reasonably
      require.

7.7   If and when instructed to do so by the Purchaser, the Supplier shall ensure that all Staff who are proposed
      to perform the Supplier’s obligations under the Contract meet the Baseline Personnel Security Standard
      at the time they carry out work. The Supplier shall retain copies of the Baseline Personnel Security
      Standards on file. These shall be submitted to the Purchaser at the Purchaser’s request.




Schedule A Terms and Conditions of Contract                                                                   12
                                               Restricted - Contracts                              SPS Ref: 00927
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7.8    The Purchaser reserves the right to audit the processes of the Supplier in achieving the Baseline
       Personnel Security Standard either remotely or via a site visit. The Supplier will be provided with one
       week’s notice of any such audit.

7.9    The Purchaser may issue security passes for members of the Supplier’s Staff and representatives of the
       Supplier whose names are provided by the Supplier and for representatives of the Supplier visiting the
       Premises for the purposes of admission to the Premises and, where the Purchaser does so, a member of
       Staff or a representative shall not be admitted to the Premises unless the said security pass is produced by
       the member of Staff or representative to security or other staff employed by the Purchaser. Security
       passes shall remain the property of the Purchaser and shall be surrendered on demand or termination of
       the Contract.

7.10   The Supplier shall take the steps reasonably required by the Purchaser to prevent unauthorised persons
       being admitted to the Premises. If the Purchaser gives the Supplier notice that any person is not to be
       admitted to or is to be removed from the Premises or is not to become involved in or is to be removed
       from involvement in the performance of the Contract, the Supplier shall take all reasonable steps to
       comply with such notice and if required by the Purchaser the Supplier shall replace any person removed
       under this Clause with another suitably qualified person and procure that any security pass issued to the
       person is surrendered.

7.11   The decision of the Purchaser as to whether any person is to be admitted to or is to be removed from the
       Premises or is not to become involved in or is to be removed from involvement in the performance of the
       Contract and as to whether the Supplier has furnished the information or taken the steps required of him
       by this Clause shall be final and conclusive.

7.12   The Supplier shall bear the cost of obtaining any certificates or other security approvals and for any
       notice, instruction or decision of the Purchaser under this Clause.

7.13   Personal communication devices are not permitted within prisons. This includes equipment with
       Bluetooth connections, or which enables wireless connection to the internet or mobile phone networks,
       mobile phones, Blackberries, PDAs (personal organisers), laptop computers, I-pod Touch, etc. All such
       devices must be left outwith the prison precincts, or must be handed in at the prison gate upon entry.

8.     CONFLICTS OF INTEREST
8.1    The Supplier shall take appropriate steps to ensure that neither the Supplier nor any staff is placed in a
       position where, in the opinion of the Purchaser, there is or may be an actual or potential conflict between
       the pecuniary or personal interests of the Supplier and the duties owed to the Purchaser under the
       provisions of the Contract. The Supplier will immediately disclose in writing to the Purchaser full
       particulars of any such conflict of interest which may arise or has arisen.

8.2    The Purchaser reserves the right to terminate the Contract immediately by notice in writing and/or to take
       such other steps it deems necessary where, in the opinion of the Purchaser, there is or may be an actual
       conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties
       owed to the Purchaser under this Contract. The actions of the Purchaser pursuant to this Clause shall not
       prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the
       Purchaser.

9.     RETURN OF DOCUMENTS
9.1    The Supplier shall return all documentation and information, and shall ensure that all electronic copies of
       the information are removed from all computer systems, which it holds in relation to the Contract,
       whenever requested to do so by the Purchaser, or upon termination of the Contract.

10. CHANGE TO CONTRACT REQUIREMENTS
10.1 The Purchaser may from time to time by written notice to the Supplier order any variation or addition to
     any part of the Services.

10.2 The Supplier shall, in so far as it is able, accommodate instructions to vary the Services without changes
     to the Prices. In the event that the change cannot be managed within the existing Prices then the Supplier
     may request an amendment to the Prices and the Supplier shall provide to the Purchaser a clear statement
     with satisfactory evidence explaining why the Prices should be amended.

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10.3 The Purchaser shall notify the Supplier of its decision to accept or reject the Prices amendment request as
     soon as it is reasonably practical. Whenever possible the Supplier shall carry out the change request with
     immediate effect with no changes to the Prices, irrespective of the fact that the Purchaser has not made a
     decision.

10.4 In the event that the Purchaser accepts the Prices amendment the Contract will be amended accordingly
     and the Supplier shall carry out the variation and be bound by the same provisions so far as is applicable
     as though such variation was stated in the Contract.

10.5 In the event that the Purchaser rejects the Prices amendment, then the change request shall be disregarded
     and the parties shall continue to perform their obligations under the Contract without the variation.

11. SUPPLIER'S STATUS
11.1 In supplying the Goods or carrying out the Services the Supplier shall be an independent supplier and
     nothing in the Contract shall create a contract of employment, a relationship of agency or partnership or a
     joint venture between the Purchaser and the Supplier and accordingly neither party shall be authorised to
     act in the name of, or on behalf of, or otherwise bind the other party save as expressly permitted by the
     terms of the Contract and the Supplier shall not (and shall procure that its Staff do not) say or do anything
     that might lead any other person to believe that the Supplier is acting as the agent of the Purchaser.

12. HEALTH AND SAFETY
12.1 The Supplier shall adhere to the health and safety legislation.

13. WARRANTY
13.1 The Supplier warrants and represents that:

      (a)    the Supplier has the full capacity and authority and all necessary consents (including but not
             limited to, where its procedures so require, the consent of its parent company) to enter into and
             perform the Contract and that the Contract is executed by a duly authorised representative of the
             Supplier.

      (b)    the Supplier shall discharge all its obligations and comply with all requirements of the Contract
             with all due skill, care and diligence including but not limited to good industry practice.

      (c)    all obligations of the Supplier pursuant to the Contract shall be performed and rendered by
             appropriately experienced, qualified and trained Staff with all due skill, care and diligence.

      (d)    the Supplier shall make good any defect required to ensure compliance with the Contract at his
             own expense and in accordance with good industry practice. In the event that compliance cannot
             be achieved then the Supplier shall be in breach of Contract.

14. DISCRIMINATION
14.1 The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as gender,
     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 Supplier shall not unlawfully discriminate within
     the meaning and scope of any law, enactment, order or regulation.

15. PRICE
15.1 The Price for the Services shall be as specified in Schedule C to this Contract. In the event that the
     Contract is to be extended the Purchaser shall, on or before the service of a notice of extension, enter into
     good faith negotiations with the Supplier (for a period of not more than 30 working days) to agree any
     variation in the Prices.

15.2 If the parties are unable to agree a variation in the Prices, the Contract shall terminate at the Expiry Date.

15.3 If a variation in the Prices is agreed between the Purchaser and the Supplier, the revised Prices will take
     effect from the first day of any period of extension and shall apply during that period.

16.   PAYMENT


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16.1 The Purchaser will pay the Supplier the Prices for the provision of Services supplied in accordance with
     the Contract subject to the satisfactory provision of the Services and in accordance with the Service
     Levels.

16.2 Unless otherwise stated in the Contract, payment will be made within 30 days of receipt and agreement of
     invoices, submitted monthly in arrears, for Goods supplied or Services completed to the satisfaction of
     the Purchaser.

16.3 Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net extra
     charge.

17. RECOVERY OF SUMS DUE
17.1 Wherever under this Contract any sum of money is recoverable from or payable by the Supplier, that sum
     may be deducted from any sum then due, or which at any later time may become due, to the Supplier
     under this Contract or under any other agreement or contract with the Purchaser.

18. AUDIT
18.1 The Supplier shall keep and maintain full and accurate records of the Contract including all financial
     transactions made in connection with the Contract while it remains in force and for a minimum of the
     Audit Period after it has expired or been terminated. The Supplier shall on request provide the Purchaser
     or its representatives, Audit Scotland and such other persons as the Purchaser may reasonably specify
     from time to time with access to these records. The Supplier shall on request provide the Purchaser or its
     representatives, Audit Scotland and such other persons as the Purchaser may reasonably specify from
     time to time with access to such Purchase Orders and other records relating to that Purchaser as may
     reasonably be specified from time to time.

19. CORRUPT GIFTS OR PAYMENTS
19.1 The Supplier shall not, and shall procure that its Staff shall not, offer or give or agree to give any person
     any gift or consideration of any kind as an inducement or reward in relation to this or any other contract
     and warrants that it has not given or agreed to give any person any such gift or consideration. The
     Supplier shall ensure that it does not breach the terms of the Prevention of Corruption Acts, 1889 to 1916
     in relation to this or any other contract.

20. SEVERABILITY
20.1 If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of
     competent jurisdiction, such provision shall be severed and the remainder of the provisions of the
     Contract shall continue in full force and effect.

21. WAIVER
21.1 The failure of either Party to insist upon strict performance of any provision of this Contract, or the
     failure of either Party to exercise, or any delay in exercising, any right of remedy to which it is entitled
     shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations
     established by this Contract.

21.2    No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other
       party in writing.

21.3    A waiver of any right or remedy arising from a breach of this Contract shall not constitute a waiver of
       any right or remedy arising from any other or subsequent breach of this Contract.

22. INDEMNITY AND INSURANCE
22.1 Without prejudice to any other rights or remedies of the Purchaser, the Supplier shall indemnify the
     Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the
     Purchaser may suffer or incur as a result of or in connection with any loss or damage which may result
     directly or indirectly from any negligent or wrongful act or omission of the Supplier in supplying the
     Goods or carrying out the Services for the Purchaser under a Purchase Order. The Supplier shall not be
     responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the
     negligence or wilful misconduct of the Purchaser or by breach by the Purchaser of its obligations under
     the Contract.


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22.2 The Supplier shall have in force and shall require any subcontractor to have in force:

      (a)    Employer’s liability insurance in accordance with any legal requirements for the time being in
             force;

      (b)    Public liability insurance against liability in the sum of not less than the Public Liability Amount
             for any one incident and unlimited in total, unless otherwise agreed by the Purchaser in writing;
             and

      (c)    Professional indemnity insurance in the sum of not less than the Professional Indemnity Amount
             for any one incident and unlimited in total, unless otherwise agreed by the Purchaser in writing.

22.3 If requested, the Supplier shall provide the Purchaser with evidence that all required insurance policies
     are in place and are current.

22.4 If the Supplier fails to give effect to and maintain the insurances required by this Contract the Purchaser
     may make alternative arrangements to protect its interests and may recover the costs of such
     arrangements from the Supplier.

22.5 The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under
     the Contract.

22.6 Where the Supplier comprises more than one person, the obligations and liabilities of the Supplier under
     this Contract shall be the joint and several obligations of those persons.

23. CONFIDENTIALITY
23.1 The Supplier shall comply with, and shall ensure that its Staff comply with, the Official Secrets Acts
     1911 to 1989.

23.2 The Supplier shall keep secret and not disclose and shall procure that its Staff keep secret and do not
     disclose any information of a confidential nature obtained by reason of this Contract except information
     which is in the public domain otherwise than by reason of a breach of this provision.

23.3 The Supplier acknowledges that the Purchaser may be subject to the requirements of the Freedom of
     Information (Scotland) Act 2002 and the Environmental Information (Scotland) Regulations 2004 and
     shall facilitate the Purchaser’s compliance with the information disclosure requirements pursuant to the
     same. The Purchaser may disclose information in compliance with that Act or those Regulations, any
     other law, or as a consequence of judicial order, or order by any court or tribunal with the authority to
     order disclosure. Further the Purchaser may also disclose all information received to the Scottish or
     United Kingdom Parliament or any other department, office or agency of Her Majesty’s Government in
     Scotland, in right of the Scottish Administration or the United Kingdom, and their servants or agents;
     such disclosure shall not be treated as a breach of this Contract.

23.4 The provisions of this Clause shall apply during the continuance of the Contract and indefinitely after its
     expiry or termination.

24. PUBLICITY
24.1 The Supplier shall not make any statement relating to the Contract or publicise the terms of the Contract
     in any way without the prior written consent of the Purchaser.

24.2 The provisions of this Clause shall apply during the continuance of the Contract and indefinitely after its
     expiry or termination.

25. DATA PROTECTION ACT
25.1 The Supplier’s attention is hereby drawn to the Data Protection Act 1998 (“the Act”).

25.2 The Supplier undertakes to comply in all respects with the provisions of the Act and any equivalent or
     associated legislation in relation to all personal data collected and/or processed by the Supplier in the



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      provision of the Services and shall not do anything or permit anything to be done which might lead to a
      breach of that Act or the equivalent or associated legislation.

25.3 Without prejudice to the foregoing, the Supplier undertakes:-

       (a)    to use all personal data referred to above strictly for the purposes of providing the Services in
              accordance with the terms of this Contract and shall not use such personal data for any other
              purpose whatsoever;

       (b)     to have in place appropriate technical and organisational 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);

       (c)    not to delete, destroy or remove any of the data without the prior written consent of the Purchaser;

       (d)    provide the Purchaser with such information as is reasonably required to ensure that the Supplier
              is complying with its obligations under the Act;

       (e)    ensure that it does nothing knowingly or negligently which places the Purchaser in breach of their
              obligations under the Act.

25.4 The provisions of this Clause shall apply during the continuance of the Contract and indefinitely after its
     expiry or termination.

26. REMEDIES CUMULATIVE
26.1 Except as otherwise expressly provided by the Contract, all remedies available to the Purchaser for
     breach of this Contract are cumulative and may be exercised concurrently or separately, and the exercise
     of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

27. DEFAULT NOTICES
27.1 Without prejudice to the Purchaser’s rights of termination under this Contract, the Purchaser may issue
     the Supplier with a notice of Default where the Purchaser considers that Default has occurred. The notice
     of Default shall include the date and a description of the Default, as well as the Purchaser’s required
     remedy and the time period within which the remedy should be completed. Where the required remedy
     has not been completed within the time period stipulated by the Purchaser, the Purchaser may undertake
     the Contract itself, or engage a third party to do so and recover the full costs of such action from the
     Supplier, or issue a notice of termination in accordance with the provisions of this Contract.

28. TERMINATION
28.1 The Supplier shall notify the Purchaser in writing upon the occurrence of any of the following events:

      (a)    there is a change of control (as defined by section 416 of the Income and Corporation Taxes Act
             1988) of the Supplier; or

      (b)    the Supplier passes a resolution that it be wound-up, or a Court makes an order that the Supplier be
             wound-up, in either case otherwise than for the purposes of reconstruction or amalgamation, or
             circumstances arise which would enable a Court to make such an order; or

      (c)    an administrator, manager or receiver is appointed to the Supplier or over all or any part of the
             property which may, from time to time, be comprised in the property and undertaking of it, or
             circumstances arise which would entitle a Court to appoint such an administrator, manager or
             receiver or the Supplier makes any composition or arrangement with or for the benefit of its
             creditors, or makes any conveyance or assignment for the benefit of its creditors; or

      (d)    the Supplier makes voluntary arrangements for a composition in satisfaction of its debts or a
             scheme or arrangements of its affairs or is otherwise unable to pay its debts within the meaning of
             section 123 of the Insolvency Act 1986; or




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       (e)   the Supplier becomes bankrupt or shall have a receiving order or administration order made
             against him or appears unable to pay or to have no reasonable prospect of being able to pay a debt
             within the meaning of section 123 of the Insolvency Act 1986 shall become apparently insolvent
             within the meaning of the Bankruptcy (Scotland) Act 1985, or any application shall be made under
             the Bankruptcy or Insolvency Act for the time being in force for sequestration of its estate or a
             trust deed shall be granted by him on behalf of its creditors; or

       (f)   any events similar to those described above occurs under the law of any other jurisdiction to which
             the Supplier is subject.

28.2    On the occurrence of any of the events described in Clause 28.1 above and without prejudice to any other
       right or remedy which the Purchaser may have, the Purchaser may terminate the Contract by written
       notice to the Supplier with immediate effect.

28.3 Without prejudice to the Purchaser’s other rights of termination under this Contract, the Purchaser may
     terminate the Contract by written notice to the Supplier with immediate effect if the Purchaser determines
     in their sole opinion that the Supplier has consistently failed to achieve Service Levels in accordance with
     the Contract.

28.4 Without prejudice to the Purchaser’s other rights of termination under this Contract, the Purchaser may
     terminate the Contract by written notice to the Supplier with immediate effect in the event that the
     Supplier commits a Default and:

       (a)   the Default is capable of remedy and the Supplier has failed to remedy the Default as required by
             this Contract; or

       (b)   the Default is not in the opinion of the Purchaser capable of remedy.

28.5 Where the Purchaser terminates the Contract in accordance with this Clause 28 (except clause 28.6), the
     Purchaser may recover from the Supplier the amount of any loss suffered by the Purchaser resulting from
     termination, including the cost reasonably incurred by the Purchaser of making other arrangements for
     the provision of the Goods/Services and any additional expenditure incurred by the Purchaser throughout
     the remainder of the Contract.

28.6 Without prejudice to the Purchaser’s other rights of termination under this Contract, the Purchaser may
     terminate the Contract at any time by giving a minimum of the Termination Notice Period.

28.7 Termination in accordance with this Clause shall not prejudice or affect any right of action or remedy
     which shall have accrued or shall thereafter accrue to either the Supplier or the Purchaser.

28.8 On termination the Supplier will not accept any further Purchase Orders under the Contract and will do
     no further work under the Contract other than as instructed in writing by the Purchaser.

29. ASSIGNATION AND SUB-CONTRACTING
29.1 The Supplier shall not assign or sub-contract or otherwise transfer by any means whatsoever any rights or
     other interest or obligations which it may have in or under the Contract without the prior written consent
     of the Purchaser.

29.2 No assignation, sub-contracting or other disposal or transfer of any right or interest or obligation which it
     may have in or under the Contract by the Supplier shall have the effect of relieving it of the responsibility
     to perform any duty, function, liability, obligation or responsibility owed to the Purchaser in terms of the
     Contract, notwithstanding that the Purchaser has agreed to such assignation, sub-contracting or other
     disposal or transfer. The Supplier shall remain at all times bound to fully implement the terms of the
     Contract and shall be liable for the acts and omissions of its assignees and sub-contractors as if they were
     acts and omissions of the Supplier.

29.3 The Supplier shall provide the Purchaser with a copy of any deed or agreement formally recording any
     assignation, sub-contracting or other disposal or transfer of any right or interest or obligation which it
     may have in or under the Contract if requested to do so in writing.


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29.4 Where the Supplier enters into any sub-contract in respect of the performance of the Services, it shall
     cause a term to be included in such sub-contract which requires payment to be made to the sub-contractor
     by the Supplier of all sums due by the Supplier in terms of such sub-contract within a specified period not
     exceeding 30 days from receipt by the Supplier of a valid invoice in respect thereof from the sub-
     contractor.

30. NOTICES
30.1 Except as otherwise expressly provided within the Contract, any notice given under or pursuant to the
     Contract must be in writing.

30.2 Any notice issued in terms of this Contract shall be sent by hand, post, recorded delivery or electronic
     communication (as defined by the Electronic Communications Act 2000). Such notices shall be addressed
     to the other party in the manner shown in this Contract or to such other address as the party may by notice
     to the other have substituted. Notice shall be deemed to be given on the day when in the ordinary course
     of the means of transmission it would have been received by the addressee in normal business hours.

31. DISPUTE RESOLUTION
31.1 Where there are any differences or questions between the Purchaser and Supplier with respect to any
     matter or thing arising out of or relating to the Contract, other than a matter or thing as to which the
     decision of the Purchaser is under the Contract to be final and conclusive, the parties shall in good faith
     attempt to reach agreement through discussion within a period of no more than the Dispute Resolution
     Period. The parties may choose to alter the time required.

31.2 Where no agreement can be reached through discussion, the parties shall refer the matter to a single
     arbiter to be mutually agreed and chosen by the parties for that purpose or if the parties are unable to
     agree as to the appointment of an arbiter, chosen by the President for the time being of the Law Society
     for Scotland on the application of either party. Any such reference to arbitration shall be deemed to be an
     agreement to refer to arbitration within the meaning of the Arbitration (Scotland) Act 1894.

31.3 The Supplier shall ensure that it continues to meet all of its contractual obligations during any ongoing
     dispute.

32. INSPECTION OF PREMISES AND NATURE OF SERVICES
32.1 The Supplier is deemed to have inspected the Premises before tendering so as to have understood the
     nature of the requirements in relation to the Services to be supplied and satisfied himself in relation to all
     matters connected with the Premises including means of communication and access. No claim by the
     Supplier for additional payment will be allowed on the grounds of any misunderstanding or
     misinterpretation in respect of any such matter. Nor shall the Supplier be released from any risks or
     obligations imposed on him or undertaken by him under the Contract on any such grounds; or on the
     grounds that he did not, or could not, foresee any matter which might affect, or have affected, the
     provision of the Services.

33. GOVERNING LAW
33.1 This Contract shall be governed by and construed in accordance with Scots law and the Supplier hereby
     irrevocably submits to the jurisdiction of the Scottish courts. The submission to such jurisdiction shall not
     (and shall not be construed so as to) limit the right of the Purchaser to take proceedings against the
     Supplier in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or
     more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or
     not.

34. COMPLIANCE WITH THE LAW
34.1 The Supplier shall, in supplying the Services and all other obligations incumbent upon it in terms of this
     Contract, comply in all respects with, and shall ensure its Staff comply with, all relevant legislation
     (including statutory instruments, orders, rules and regulations) and all relevant byelaws, regulations, rules
     or orders made by any appropriate local or regulatory authority or body as may from time to time be
     applicable.

34.2 If the cost to the Supplier of the performance of this Contract shall be increased by reason of the making
     after the date of this Contract of any relevant law or any relevant order, regulation or bye-law having the
     force of law that shall be applicable to this Contract the amount of such increase shall be borne by the

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      Supplier except where the relevant law, order, regulation or bye-law having the force of law is specific to
      the Purchaser and/or the provision of the Goods/Services in which case the terms of clause 11 shall apply.

35. NON-EXCLUSIVITY
35.1 Nothing in this Contract shall be construed as creating an exclusive arrangement with the Supplier for the
     provision of Services as specified in this Contract and the Purchaser specifically reserves the right to
     enter into any other agreement for the provision of those Services.

                                              End of Schedule A




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                           SCHEDULE B – SPECIFICATION
                  This is Schedule B referred to in the foregoing Contract number 00927


                                     SECTION 1 - INTRODUCTION

Background

The Scottish Prison Service (SPS) is an Agency of the Scottish Government and is responsible for the
management of Her Majesty’s Prisons and Young Offenders Institutions in Scotland. HMP Inverness (the
“Premises”) accommodates persons of both sexes (segregated) awaiting trial or sentence and convicted male
prisoners with sentences of up to 4 years. It also holds in custody female prisoners serving sentences of up to 6
months: those with sentences of up to 2 years have the option of remaining or transferring to HMP and YOI
Cornton Vale.

The SPS’s main aim is to ensure that all prisoners housed within the Premises are provided with a range of
clinical services. Prisoners are entitled to dental treatment to achieve and maintain oral health during their time
at the Premises,

Key Objectives

The key objectives which the SPS wants to achieve from a Contract arising from this ITT are:

      Enabling a consistent approach to the prisoner dental Services;

       Providing dental Services comparable to those available within the NHS; and

       Meeting the SPS Health Care Standards as detailed in Appendix 1 of Schedule B.

Prisoner Dental Services in the SPS

It is expected within the Contract Term that the responsibility for primary healthcare services (including the
Services) will transfer from the SPS to relevant local NHS Health Boards. The timing of this is anticipated to be
around 30th October 2011.

Transfer could require:

       Assignation of the entire Contract to the NHS; or

       Migration of the Services to the NHS on a phased basis which would result in a change to the Contract
        requirements; or

       The migration of the Services to the NHS on a complete basis which would result in termination of the
        Contract.




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                            SECTION 2 - SERVICE SPECIFICATION

1.      The Services

1.1     Dental Surgery Requirements

        1.1.1    The dental surgery is located on the ground floor of the Health Centre and is equipped by the
        Purchaser with all major pieces of equipment and instruments necessary to carry out the Services,
        including, but not limited to:
                 R & S Vibracap Unit
                 Instrument Cabinets
                 Ka Vo Dental Suite
                 Radiographic Machine
                 Visilux 2 Curing Unit
                 High/Low Speed Hand Pieces


        1.1.2   The surgery is inspected every three (3) years by the SPS Dental Adviser and is currently in
        good order with the necessary utility supplies.

        1.1.3  The Supplier shall ensure that the equipment is in good operational order prior to
        commencement of the Services.

        1.1.4     It is the Supplier’s responsibility to ensure that they have sufficient training and knowledge of
        all the equipment to use it safely and effectively.


        1.1.5     The Supplier shall be responsible and accountable for all dentistry decontamination processes
        within the Premises. The tenderer will be required to collect instruments from the Decontamination
        Unit at Raigmore Hospital and then drop off the used instruments after the clinic so they are steralised
        in time for use in the next clinic.


        1.1.6     It is the Supplier’s responsibility to ensure that at least one dental nurse employed by him to
        deliver the Services has completed or is working towards completing, the NHS Education Scotland
        Cleanliness Champions Programme. The Supplier will maintain the current decontamination practice
        in line with current and future NHS Best Practice.


        1.1.7  The Supplier shall be responsible for the safety and security (e.g. locking and key
        management) of the dental surgery and the equipment within it.

1.2     Equipment and Laboratory Service

        1.2.1    The Supplier shall provide at their own cost all equipment and work-wear necessary or
        convenient to carry out the Services in a professional manner. The Supplier will also procure all
        consumable materials including, but not limited to, local anaesthetics, impression materials, filling
        materials, dressings, any equipment necessary to prevent cross-infection, such as rubber gloves, masks
        and disposable bibs etc. In addition, the Supplier will also procure any and all necessary laboratory
        Services. The Supplier will recharge the Purchaser for the costs of consumables and laboratory services
        providing copies of invoices to the Purchaser as evidence.

        1.2.2    All equipment and materials will be compliant with current professional good practice, meet
        the requirements of all dental regulatory bodies and operated within the necessary standards of dental
        health and safety and infection control.




Schedule B Specification                                                                                        22
                                             Restricted - Contracts                              SPS Ref: 00927
                                                                                                 September 2010

1.3     Standards of Service

        1.3.1    The Supplier shall be actively involved in formulating a strategy plan and dental health policy
        in consultation with the Head of Care. The broad aims of the dental policy are to achieve pain free
        dental care for prisoners within the Premises. Thereafter, the objective would be to improve oral health
        by restoring mouths to dental fitness and providing appropriate oral health advice. These objectives
        require to be met in collaboration with the Purchaser’s Health Centre staff and the administration of
        such shall be co-ordinated by the Health Centre team.

        1.3.2   The Supplier shall comply with the SPS Healthcare Standard 9, detailed as Appendix 1 of
        Schedule B.

1.4     Session Times

        1.4.1    The Supplier shall provide the Services over 52 weeks per annum. The Supplier shall provide
        one session of 4 hours duration weekly on a Tuesday between 1230 and 1630 midday. Any change to
        the day or the time of the session must be agreed with the Head of Care in advance of any such
        changes. In addition, the Purchaser may require additional sessions from time to time which will be
        agreed between the Supplier and the Head of Care. The Purchaser does not guarantee the number of
        additional sessions that may be required.

        1.4.2    The Supplier shall see all prisoners referred by the Purchaser. The Supplier will also be
        responsible for seeing priority and routine cases, arranging follow up appointment dates and referring
        patients when appropriate, to external healthcare providers.

        1.4.3    The Purchaser shall take all reasonable steps to ensure that patients are brought to the dental
        surgery in a timely manner to minimise any amount of lost session time.

        1.4.4    The Supplier shall take the opportunity during each session to discuss any ongoing problems
        and any other relevant issues with the Health Centre staff.

        1.4.5     The Purchaser shall only pay for sessions (or part sessions thereof, no matter what the cause of
        the part session, e.g. sickness) actually delivered.

1.5     Waiting Lists and Times

        1.5.1   During the Contract Term the Purchaser shall produce a list of patients requiring treatment on
        a weekly basis and agree with the Supplier the setting up and prioritising of appointments (the “waiting
        list”).

        1.5.2    Patients placed on the waiting list shall be seen within 10 weeks, in accordance with the
        standards set in the SPS Healthcare Standard 9, detailed as Appendix 1 of Schedule B.

1.6     Details of Treatment

        1.6.1    Details of treatment provided must be recorded on a patient record (this may be electronic)
        and in the SPS Health Care Record as per Appendix 1. A copy of each record, which will be complete,
        accurate and up to date, will be given to the Purchaser for retention at the Premises and will be the
        property of the Purchaser. The Supplier shall ensure that any inclusions and notes are signed, dated and
        the name of the Supplier’s staff written in block capitals.

        1.6.2 Comprehensive treatment shall be provided where possible to all patients. Priority shall be given
        to those patients in pain or needing urgent dental treatment.

1.7     Staffing the Service

        1.7.1     The Supplier shall provide the Services with appropriate cover for short and long term sick
        leave, annual leave and any other absence. The Supplier shall provide the Head of Care with details of
        all current and proposed staff who shall be engaged in the provision of the Services during the Contract
        Term. If the Supplier intends to utilise a locum service for annual leave etc. a list of proposed locums

Schedule B Specification                                                                                       23
                                              Restricted - Contracts                             SPS Ref: 00927
                                                                                                 September 2010

         shall be agreed with the Head of Care in advance. All staff including locums detailed on the list shall
         be Disclosure Scotland approved at Enhanced Level.
         1.7.2    The provision of a dental nurse, dental technicians and dental hygienist, as required, is the
         responsibility and cost of the Supplier.

         1.7.3   The Supplier shall ensure that all staff are appropriately qualified and registered with the
         General Dental Council and suitably indemnified for any professional activity they undertake on the
         Premises.

1.8      Notification of Absence, Annual Leave, and any other Absence

         1.8.1     The Supplier shall advise the Head of Care in advance of all arrangements for sick absence,
         holiday cover and cover for any other absence, or in advance of any session that cannot be covered due
         to short notice sick absence. The Supplier shall endeavour to provide at least 14 calendar days notice
         for annual leave and at least 24 hours notice for any other absence.

1.9      Emergency Cover and Advice

         1.9.1    Any member of the Heath Centre medical or nursing team shall be able to contact the Supplier
         or his representative, 52 weeks per annum, during normal dental surgery hours for general dental
         advice.

         1.9.2    The Supplier shall be available to provide advice and/or respond to dental emergencies which,
         outside surgery hours, will normally be for post extraction bleeding, trauma or severe facial swelling of
         dental origin. In exceptional circumstances the Supplier shall be required to attend the Premises out
         with the agreed session time for acute dental problems. The Supplier is expected to respond to such
         emergencies within 12 hours.

2.       Health Education

2.1      The Supplier shall be committed to promoting general health education.

3.       List Number

3.1      The Supplier must obtain a separate and unique Scottish Dental Practice Board list number for the work
         carried out under the Contract, and this must not be used for any other work that may be performed.

4.       X-Ray Equipment

4.1      The Purchaser shall assume the role of Radiation Protection Supervisor. HMP Inverness shall be
         responsible for ensuring all such maintenance is carried out timeously, and shall be responsible for any
         costs associated with this. The Radiation Protection Supervisor shall in particular supervise the
         arrangement set out in the local rules at the Premises for the safe operation of X- Ray equipment. These
         local rules refer to the regulations set out by the National Radiological Protection Board.

5.       Infection Control Policy

5.1      The Supplier will establish a local control of infection policy based on the SPS control of infection
         guidelines and current national guidelines and good decontamination practice.

5.2      The Supplier shall update and maintain the policies detailed in this section 5 to reflect changes in
         legislation.

6.    Contract Monitoring and Contract Performance

6.1      Regular meetings shall be held between the Purchaser and the Supplier to monitor performance. Such
         meetings shall be held twice a year. Further meetings can be held, as agreed between the Purchaser
         and the Supplier.



Schedule B Specification                                                                                       24
                                              Restricted - Contracts                              SPS Ref: 00927
                                                                                                  September 2010

6.2     The Purchaser shall expect the Supplier to submit quarterly reports detailing performance and activity
        achieved within the Contract. This may include, but is not limited to, the following information :

                 Analysis of the number of prisoners who have received the Services;
                 Details of the work undertaken in relation to the outcome or objectives agreed with SPS;
                 The nature and response to any complaints raised with regard the Services; and
                 Report against any specific performance or activity measures agreed between the parties.

6.3     The Supplier will participate, at no additional cost to the Purchaser, in routine monitoring of care and
        treatment carried out at the Premises either by NHS Scotland through Practitioner Services Division
        (Dental) monitoring framework such as the Scottish Dental Reference Service or by an appropriate
        alternative as identified by the Purchaser.

6.4     Where the Supplier is a private practitioner, monitoring may include:

                 An inspection of the dental surgery facilities by the SPS Dental Advisor or the local Health
                 Board;
                 Monitoring of a selection of the Supplier’s clinical records;
                 Monitoring of a selection of the Supplier’s patients;
                 Evidence of participation in continuing professional development; and
                 Evidence of participation in clinical audit relevant to the provision of prison dentistry.

6.5     Contract Reviews

        6.5.1   Where a concern has been raised over the professional performance of the Supplier, the
        Purchaser will investigate and establish monitoring arrangements, as required, to address these
        concerns.

        6.5.2    Where the Purchaser has reason to believe that the performance of the Supplier is below that
        required of a reasonably skilled dental professional, the Purchaser shall have the right to suspend the
        Supplier’s activity immediately pending a full investigation.

        6.5.3    The Supplier shall co-operate in such an investigation, providing information that may be
        required to facilitate the process. Possible agencies of investigation may include:

                 SPS Dental Advisor;
                 Scottish Dental Reference Service;
                 National Patient Safety Agency;
                 Dental Practice Advisor of Health Board;
                 National Patient Safety Agency; and
                 General Dental Council.

7.      Blood Borne Viruses

7.1     The Supplier shall satisfy the Head of Care as to his status with respect to Hepatitis B, Hepatitis C, HIV
        and that of any of his staff who may be required to work at the Purchaser’s Premises for the purpose of
        delivering the Services.

7.2     The Supplier shall be required to advise the Head of Care immediately should it become known to him
        that the Hepatitis B, Hepatitis C or HIV status of either himself or any of his staff involved in providing
        the Services has changed.

8.      Health Safety and Security

8.1     The supplier will ensure that all their staff complies with all Security and Health and Safety
        requirements.
9.      Purchaser’s Responsibilities

9.1     The Purchaser shall provide the Supplier appropriate training prior to commencement of the Services.
        This shall include, but will not be limited to:


Schedule B Specification                                                                                        25
                                           Restricted - Contracts                           SPS Ref: 00927
                                                                                            September 2010


                 Knowledge and awareness of security issues including: personal safety; security of
                 instruments & materials; key training; protocols & procedures for accessing surgery; prison
                 timetable; and use of escorts;
                 Ethical issues and safe practice in the prison environment (health & safety, relationship
                 between security and confidentiality); and
                 Awareness of prison regimes and the impact on the provision of the Services and managing
                 time accordingly.


                                            End of Schedule B




Schedule B Specification                                                                                 26
                                              Restricted - Contracts                            SPS Ref: 00927
                                                                                                September 2010

APPENDIX 1




                              Health Care Standards

Health Care Standard 9

Dental Services

Standard Statement

To provide dental services comparable to those available within the NHS.


9.1        CRITERIA: Access

      1.   Information about prison dental services will be available to prisoners.

      2.   Local systems will be available in all prison establishments to ensure prisoners have opportunity to
           access dental services, including self-referral.


9.2        CRITERIA: Environment

      1.   The design, layout and facilities of the dental suite will support the safe and effective delivery of
           prisoner dental care and treatment according to current legislation and best practice guidelines

      2.   The dental premises will be equipped with instruments and materials appropriate for clinical
           treatments provided.

      3.   All equipment and facilities used in support of care and treatment will be installed, serviced,
           checked, and decontaminated according to current legislation and best practice guidelines.

      4.   Single use items will not be reused.

      5.   Dental materials will be stored and used safely. Disposal of dental waste, including sharps, clinical
           waste & dental amalgam, will be disposed of according to current legislation and best practice
           guidelines.

      6.   Any radiographs taken as part of a prisoner’s dental care will be carried out safely and in line with
           current legislation and best practice guidelines.

      7.   Risk Assessments for Dental X-Ray equipment will be carried out jointly by the dental team and
           health care representative.

      8.   The Dental Officer will be the recognised Radiation Protection Supervisor (RPS) at each
           Establishment.

      9.   Each Establishment will secure an appropriate radiation protection advice service.

9.3        CRITERIA: Treatment

      1.   Every prison will ensure the provision of a qualified dentist.


Schedule B Specification                                                                                     27
                                            Restricted - Contracts                           SPS Ref: 00927
                                                                                             September 2010


    2.    Untried prisoners or prisoners awaiting sentence will only have access to emergency dental care
          services.

    3.    Sentenced prisoners requesting treatment will be seen for initial assessment by the Prison dentist
          within ten weeks.

    4.    Prisoners with severe dental pain that has not responded to initial treatment will receive further
          treatment within 24 hours.

    5.    Provision of treatment that is not available under the NHS may be available to prisoners, under
          private contract with the Prison Dentist. Following agreement for the prisoner to pay the requisite
          money, arrangements should be made with the dentist, in consultation with the Health Centre
          Manager, regarding the agreed treatment/s. These treatments will not be carried out within the
          designated dental sessions funded by SPS and will be carried out in the dentist’s own time.

    6.    Prisoners will be provided with a full explanation about the dental care and treatment received by a
          member of the dental team.

    7.    The dental team will make an accurate and detailed account of prisoner treatment in the prisoner
          dental records and annotate a treatment summary in the prisoner’s Health Care Record.

    8.    The dentist will have access to the prisoner’s medical history and SPIN system.

    9.    Arrangements for out of hours emergency dental cover will be in place.

REFERENCES:

Pathways of Care – Emergency Dental Care, National Dental Advisory Committee (NDAC) Clinical Guidance
Infection Control Manual
Smith Report
PCAT
Lead Responsibility Legend:
HCM, with appropriate professional dental advice
Dental Team
Joint Responsibility

                                            End of Appendix 1




Schedule B Specification                                                                                   28
APPENDIX 2

OCCASIONAL TREATMENT

(1)     A prisoner on remand may be given any of the items of treatment listed below:

        (a)      examination including basic oral health assessment;

        (a)      extractions of not more than 4 permanent teeth;

        (b)      extractions of not more than 4 deciduous teeth, except that, where a general anaesthetic is used,
                 there shall be no limit as to the number of deciduous teeth that may be extracted;

        (c)      dressing of deciduous or permanent teeth including any preparatory treatment;

        (d)      permanent filling to not more than 4 teeth;

        (e)      incising an abscess;

        (f)      opening one or more root canals for drainage;

        (g)      pulp extirpation and dressing to seal the cavity;

        (h)      root canal treatment;

        (i)      arrest of haemorrhage;

        (j)      treatment of infected sockets;

        (k)      removal of plugs and sutures;

        (l)      palliative treatment that is immediately necessary(including the treatment of sensitive cementum
                 or dentine, the storing and smoothing of the surface of a tooth, the provision of a temporary
                 crown or the removal of the fractured portion of a natural crown where its dissection from
                 supporting soft tissues is necessary prior to the provision of a permanent restoration);

        (m)      refixing or cementing a crown, inlay or bridge;

        (n)      repair of, or alterations to, dentures or other appliances;

        (o)      treatment for acute conditions of the gingivae or oral mucosa (including treatment for
                 pericoronitis or for ulcers and herpectic lesions) and any necessary oral hygiene instruction in
                 connection with such treatment;

        (p)      any treatment immediately necessary as a result of trauma;

        (q)      provision of sedation;

        (r)      taking of radiographs; and

        (s)      issuing a prescription

  (2)   As well as the list above, short-term prisoners (6 mths sentence or less) maybe given the following
        treatments:

        (a) permanent fillings (no limit);

        (b) root fillings to not more than 2 permanent teeth;

        (c) replacement of a denture or temporary bridge work or crown work or permanent bridge work, or
            where the original is lost or functionally unacceptable, or provision of new dentures where it is
            needed because of trauma or extraction or;

                                                                         The Scottish Prison Service is an
                                                   Agency of the Scottish Government Justice Department
      (d) where the patient is under the age of 18,conservation of deciduous teeth; and

      (e) provision of sedation and taking of photographs.

      (f) Scaling and polishing in relation to gum conditions.

(3)   Over and above these lists, further treatment may be carried out with the approval of the Health
      Centre Manager where, in the judgement of the dentist, this is deemed clinically appropriate.




                                                                     The Scottish Prison Service is an
                                               Agency of the Scottish Government Justice Department
                       SCHEDULE C - PRICING DOCUMENT
                   This is Schedule B referred to in the foregoing Contract number 00927

1.        PRICE BASIS

All Prices for the Goods and Services should reflect the actual cost to the Purchaser for Services delivered to the
Premises.

Tenderers should note that all prices and rates must be quoted in Pounds Sterling.

Tenderers should provide fixed Prices for the provision of the Services to the SPS. The session fees shall be
inclusive of travel and all administration costs.

Payment will take place on completion of the Services. Payment will be monthly in arrears following the
submission of an invoice following completion of the Services for the month in question.

The Purchaser will only pay for sessions (or part sessions thereof) actually delivered.

2        PRICE VALIDITY

Notwithstanding the provisions of SPS Terms and Conditions, all Prices and rates are binding, from Contract
Commencement, until the service migrates to the NHS.
VALUE ADDED TAX
The tenderer should advise which elements of their tender VAT would apply.
3        THE PRICES

The tenderer should submit pricing for all sections detailed below.
Please complete the Price Schedules below:
Description                Price Basis                          Total Price per Session
                                                                (£)
                                                                Please confirm NHS Rate
                                                                of Private Fee
Prisoner Dental Services Per 4 hour session
exclusive of consumables
and laboratory fees.

Consumables                 & Price for Duration of
Laboratory Fees               Contract




Please provide a breakdown of the Price per session detailed above in the table below:
Description of Cost                              Price per Session (£)




The Price shall be fully inclusive and reflect all costs, rates or charges necessary for completion of the
Services as detailed in Schedule B, Specification.

                                               End of Schedule C

                                                                         The Scottish Prison Service is an
                                                   Agency of the Scottish Government Justice Department

				
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