The Council wishes to enter into a public/private partnering arrangement for the provision by the Partner to the Council of a range of services as more particularly described in Error! Reference source not found. (Specification) for the benefit of the Council and members of the public served by the Council. The Services are to be provided in accordance with this Agreement by the Partner. The Partner shall only provide any Additional Services in accordance with the procedure set out in Error! Reference source not found. (Additional Services).

Through a process of competitive tender (in accordance with the Public Services Contracts Regulations 1993 (S1 93/3228) and Article 10(2) (C) of directive 92/50/EEC) the Partner has indicated its willingness, and has been selected by the Council, to provide the Services. This procurement process has demonstrated that the establishment of a strategic service delivery partnership for the provision of the Services provides the best value solution for enabling the Council to secure its service delivery objectives.

The Partner is a joint venture company in which the Council holds 19.9% of the share capital and Mouchel Parkman Services Ltd (with company registration number 1686040 and whose registered office is at West Hall, Parvis Road, West Byfleet, Surrey, KT14 6EZ) holds 80.1% of the share capital. The Partner will have the ability to engage in activities out of the scope of the Services, which will over the period of 15 years realise benefits for Mouchel Parkman Services Ltd and the Council.

The Partner will sub-contract a proportion of the Services to Agilisys Limited (with company registration number 4327369 and whose registered office is at the Second Floor, 26-28 Hammersmith Grove, London, W6 7AW) who shall be, for the purposes of this Agreement an Approved Sub-Contractor.

This Agreement establishes a framework within which responsibility for the management of risk is allocated to the party best able to manage such risk.

The parties agree to work together in a partnering relationship to provide the Services to the Council. Through the partnering arrangements set out in this Agreement the parties aim to contribute to the social, economic and environmental well being of the Borough of Rochdale through the delivery of the Services (to include the regeneration objectives of the Council through the achievement of job creation in the Borough of Rochdale) in accordance with the principles of best value.

Notwithstanding anything apparently to the contrary in this Agreement, in carrying out its statutory duties the discretion of the Council shall not be fettered or otherwise affected by the terms of this Agreement.

Error! Reference source not found. (Definitions) of this Agreement sets out the agreed rules of interpretation for this Agreement and any issue concerning the construction or meaning of any aspect of this Agreement shall be resolved in accordance with the terms of Error! Reference source not found. (Definitions).

This Agreement shall take effect on the date of signing this Agreement by the Partner and the Council.

Subject to Clause 3.3 or unless terminated earlier in accordance with the provisions of this Agreement or otherwise in accordance with law or equity, this Agreement shall continue for an initial period of 15 (fifteen) years from Service Commencement ending on 31 March 2021.

This Agreement is conditional on the satisfaction of the following conditions precedent:-

The Specification provides a description of each Service Element which the Partner agrees to provide to the Council in accordance with this Agreement.

The Specification shall form part of this Agreement as from the date upon which it is executed on behalf of the Council. In the event of any conflict between the terms of any other provision of this Agreement and the terms of the Specification such other provision of this Agreement shall prevail.

During the Service Period, the Partner shall:-

If an emergency arises during the Services Period (and whether or not an emergency has arisen shall be determined in the case of any dispute by the Council acting reasonably) which cannot be dealt with by performance of the Services, the Council may instruct the Partner to use its Commercial Endeavours to procure that such additional or alternative services are undertaken by the Partner as and when required by the Council to ensure that the emergency is dealt with and normal operation of the Services resumes as soon as is reasonably practicable.

As soon as reasonably practicable following each occasion on which the Council exercises its rights pursuant to Clause 7.1 the parties shall agree any additional charge to the Council of providing any such additional or alternative services which shall be calculated with reference to the reasonable costs properly incurred by the Partner arising directly from the provision of the additional or alternative services. Such charges shall be paid by the Council to the Partner within 30 days of agreement. If such charges are not agreed or determined by the parties the matter shall be referred on the application of either party for resolution under the Dispute Resolution Procedure in line with the Fast Track Procedure at Schedule 28 (Dispute Resolution Procedure) provided that the Partner shall provide the assistance in Clause 7.1 in any event without undue delay.

The Partner shall at the Council's request provide the Additional Support Days up to the Additional Support Days Cap as part of the Services.

In the event that at the end of the Financial Year there are surplus Additional Support Days, the Partner shall roll forward the surplus into the Modernisation Fund for the next Financial Year.

The Partner shall provide further Additional Support Days beyond the Additional Support Days Cap at the rates set out in Schedule 4 (Additional Support Days) for non-funded schemes.

The parties will maintain a Disaster Recovery Plan to provide contingency arrangements to address operational disasters and emergencies as set out in Error! Reference source not found. (Disaster Recovery Plan). The parties shall update the agreed Disaster Recovery Plan from time to time in accordance with the procedure in Error! Reference source not found. (Disaster Recovery Plan). The parties shall comply with the provisions of the agreed Disaster Recovery Plan should circumstances arise which require such compliance.

The Partner shall at its own expense obtain all Consents (except any Consents relating to any premises leased or licensed to the Partner for the provision of the Services in accordance with Clause 37 (Premises), which are from time to time necessary to commence or provide the Services and shall if requested by the Council promptly supply to the Council a copy of the relevant application or request for any Consent (with a copy of all accompanying documentation if applicable) and the relevant Consent obtained.

The Council shall not take any action which will either prevent any Consent or Council Consent being obtained or result in any Consent or Council Consent being revoked.

Subject to Clause 10.2, the Partner shall at all times during the Agreement Period:-

Subject to Clause 10.5, the Council shall at all times during the Services Period maintain the Council Consents.

The Council shall procure that all Council Consents relating to the Transferring Contracts are transferred to the Partner in accordance with Clause 65 (Transferring Contracts).

The Council shall pay the Partner the Fee in consideration of receipt of the Services in accordance with Error! Reference source not found. (Payment and Performance Mechanism).

The Partner will keep books and records for the provision of the Services in accordance with sound and prudent financial management and the principles of Open Book Accounting referred to in Clause 20 (Partnering) (including making available to the Council all invoices received from the Partner's Sub-Contractors).

The Partner shall at all times:-

All amounts due under this Agreement are exclusive of VAT. For the avoidance of doubt VAT shall be payable on the Fees payable to the Partner by the Council in accordance with this Agreement.

In the event of any services or any part thereof supplied under this Agreement for which VAT is currently not payable subsequently becoming chargeable to VAT then the person receiving the supply shall in addition pay such VAT to the person making the supply (the "Supplier") upon receipt from the Supplier of a proper VAT invoice in respect of that supply.

Where the Council is the recipient of any supplies under Clause 13.2, payment of any VAT thereon will be subject to the Partner demonstrating to the Council's reasonable satisfaction that such supplies are chargeable to VAT and upon condition that the Partner shall (acting reasonably and in good faith) discuss and take such steps as agreed with the Council to mitigate the impact of the recovery of such VAT on the Council's partial exemption position provided that compliance with this Clause 13.3 will be at no additional cost to the Partner.

The Partner shall not be entitled to use the Initial Assets or the ICT Assets for purposes unconnected with the Services and/or the Joint Venture Activities unless the Council agrees to such use in writing provided that such approval shall not be unreasonably withheld or delayed and further provided that such approval shall be conditional on the parties agreeing the terms set out in Clause 14.2.

The Council's approval under Clause 14.1 shall be subject to the parties agreeing:-

The Services shall be provided by the Partner:-

The Partner shall use all reasonable endeavours to perform the Services in a manner which shall not disrupt the Council's business and the Council's ability to discharge its statutory functions, save as otherwise in accordance with the terms of this Agreement.

In providing the Services the Partner shall at all times use all reasonable endeavours to:-

Where, after completion of this Agreement, any standard, policy, code, guidance (or similar document) is published by the Council which is new, or which supplements or replaces or amends any of the Council Policies and Standards, the Partner shall comply with the Council Policies and Standards as supplemented, replaced or amended as notified to the Partner from time to time. In the event of a change in Council Policies and Standards which the Partner cannot, having used all reasonable endeavours to mitigate and absorb the impact of any such change within the Budget, the provisions of Clause Error! Reference source not found. (Change in Law and Change in Council Policies and Standards) will apply.

The Partner shall provide sufficient information, in a format, medium and at times specified by the Council, related to the performance of the Services, as may be reasonably required to fulfil the requirements of the Council's management information systems and responsibilities to provide information to elected members and the public.

Subject to the Council's Responsibilities, it will always be fully the responsibility of the Partner, and not the responsibility of the Council, to ensure that the Services are performed in all respects in accordance with the Partner's obligations under this Agreement.

The Partner acknowledges that it may be required to provide the Services on any day of the year including (where necessary to achieve and maintain service levels to the Council's customers) statutory holidays, Saturdays and Sundays in accordance with this Agreement.

Where the Council or a Third Party has a right under this Agreement to audit or monitor the Partner and/or any Partner Subcontractor or require the provision of any information from the Partner and/or any Partner Subcontractor, such rights shall be exercised so as to cause minimal disruption to the business of the Partner and/or any Partner Subcontractors. To the extent that the exercise of such rights causes any exceptional and/or reasonably unforeseen expense to the Partner which the Partner cannot, having used all reasonable endeavours to mitigate and absorb the impact of any such expense within the Budget, the Council and the Partner shall meet to discuss, acting reasonably and in good faith, how the cost of such expense should be managed. For the avoidance of doubt, this Clause 15.8 shall not impose an obligation on either party to satisfy the cost of any such expense save as agreed by the parties.

If either party becomes aware of a breach of this Agreement by the other it should provide notice of this to the other as soon as reasonably possible.

The Partner acknowledges that the Council is subject to the Duty of Best Value in relation to the Services.

In order to assist the Council in its compliance with the Duty of Best Value the Partner shall comply with the provisions of this Clause 16 (Best Value) and shall undertake or refrain from undertaking such actions as the Council shall reasonably request from time to time by written Formal Notice served upon the Partner to assist the Council in complying with the Duty of Best Value including:-

The Partner shall at all times ensure that all Partner Personnel and Seconded Personnel in accordance with the terms of the Secondment Agreement involved in the provision of the Services comply with the provisions of this Clause 17 (Partner's Compliance with Security and Probity).

At all times the Partner shall fully co-operate with any investigation relating to security and/or probity which is carried out by or on behalf of the Council or any third party authorised to carry out any investigations and:-

Where the Local Commissioner conducts an investigation into a complaint out of or in connection with the provision of the Services or any part of them, the Partner shall:-

The parties agree that the Council shall take action in response:-

The Partner shall be liable for and shall fully and promptly indemnify the Council if, arising directly out of or as a result of any negligent act or omission by the Partner or any negligent failure by the Partner to provide the Services in accordance with this Agreement, the Council incurs or suffers any costs, expenses, payments of compensation or Losses (including legal costs and the costs of investigating the claim) in connection with the compliance with, or the implementation of any actions in response to a report of or recommendations by the Local Commissioner pursuant to this Clause 18 (Local Commissioner) save where such negligent act or omission by the Partner or negligent failure to provide the Services is as a direct result of the Partner undertaking the express instructions of the Council provided that nothing in this Clause 18.3 shall in any way affect, limit, prejudice or derogate from all and any other rights and remedies available to the Council including (without limitation) the right to bring a breach of contract claim in respect of the Partner's breach of this Clause 18, however and whenever any such failure arises including, but not limited to, whether or not any such failure is as a result of a matter within the control of the Partner.

At all times in the performance of their respective obligations under this Agreement the parties shall:-

The parties each acknowledge the benefits accruing to each of them if this Agreement is performed in a spirit of co-operation and partnership. Accordingly the parties will work closely together in a spirit of trust and co-operation to facilitate effective efficient and economic delivery of the Services.

The parties will take all reasonable action and render every reasonable assistance to facilitate the provision of the Services including without limitation;

The parties agree that nothing in Clauses 20.1 and 20.2 shall oblige a party to make any payments to the other otherwise than as calculated and provided for elsewhere in this Agreement.

Openness and trust

Commitment and Drive

Skills and Creativity

Effective Relationships

Developing and Adaptive

Continuous Improvement

Identity

In developing and implementing strategies to deliver the Council's objectives, the parties agree to set in place mechanisms to understand and take full account of the needs and expectations of all interest groups. These mechanisms will be consistent with, and reflect, the Council's consultation strategy and the parties commit themselves to regular liaison and contact in respect of their respective aims, methods, focus and timetables for public and stakeholder consultation.

Interest groups will include:-

The Partner shall notify the Council of the identity of the Partner's manager who is in charge of the provision of the Services as specified in Error! Reference source not found. (Key Staff) and in accordance with the terms of Clause 40 (Partner Personnel - Key Staff). The Council may make representations to the Partner concerning the performance of such manager from time to time. The Partner shall have due regard for all such representations. The Partner's manager shall have full authority to act on behalf of the Partner during the Service Period for all purposes of this Agreement. The Council shall be entitled to treat any act of the Partner's manager in connection with this Agreement as being expressly authorised by the Partner and the Council shall not be required to determine whether any express authority has in fact been given.

The parties shall comply with their obligations under Schedule 6 (Benefits Realisation).

The Council may carry out periodic monitoring and spot checks in respect of the Partner's:-

Subject to Clause 27.3, each party shall meet its own costs of such audits, periodic monitoring and spot checks. Such reimbursement shall not exclude, replace, limit or restrict any other right or remedy available to the Council whatsoever. The Partner shall co-operate fully and in a timely manner with any request from time to time of any auditor (whether internal or external) of the Council to provide documents, or to procure the provision of documents, relating to the Services and to provide, or to procure the provision of, any oral or written explanation relating to the same. In particular, the Council and/or any auditor shall be permitted upon reasonable notice access to any and all documentation in the possession, custody or control of the Partner (who shall procure that any person acting on its behalf (including any Partner Sub-Contractor) who has such documents and/or other information shall also provide such access). For the avoidance of doubt this right will include the power to interview staff, Partner Sub-Contractors, staff of Partner Sub-Contractors, take copies of any and all documentation and have access to and take copies of any computer data held for the purposes of the Services.

The Council may undertake more frequent monitoring and/or spot checks than provided for under Clause 27.1 provided that the Council undertakes to meet the Partner's reasonable costs in respect of such more frequent monitoring unless such monitoring and/or spot checking reveals a material failure or material non-compliance by the Partner, in which case the Partner shall reimburse the Council for the reasonable costs of conducting such monitoring or spot checking and the reasonable cost of any reasonable follow up monitoring or spot checking to ascertain that compliance by the Partner with its obligations has properly resumed in accordance with the terms of this Agreement.

The Partner shall procure that the Council personnel have access to all relevant property and information (and where requested given a copy of such) necessary to carry out such audits, periodic monitoring and spot checks and where necessary to determine whether any audit, periodic monitoring or spot checks are required.

The Council may take action under this Clause and step-in to the performance of the Services in accordance with this Clause in the following circumstances:-

If Clause 31.1 applies and the Council wishes to exercise such remedies, the Council's Representative shall, without undue delay, notify the Partner in writing.

If a notice is served under Clause 31.2 (“Council Warning Notice”) by the Council then unless the Partner has within 5 Business Days of receipt of such notice, or such additional period stated in the Council Warning Notice, rectified, made good or otherwise resolved the issues identified in the Council Warning Notice then the Council may serve a further notice in writing to the Partner (“Council Final Notice”) such notice specifying:-

If the Council reasonably believes that it needs to take action in connection with the Services otherwise than in accordance with Clause 31 (Council Step-in for Partner Default):-

The Partner agrees that the performance of its part of this Agreement shall also apply to any variation. Both the Council and the Partner shall use their reasonable endeavours to enhance the provision of the Services by identifying potential changes and in such an event the Change Control Procedure shall apply.

Unless the Change Control Procedure provisions apply, any variation which affects the terms and conditions of this Agreement must be recorded in writing and before it takes effect such document must:-

The parties shall enter into and comply with their obligations under the Council Premise Licenses with effect from the Commencement Date until the Partnership Building Occupation Date or, if earlier, the Expiry Date.

The parties shall comply with their obligations under Part 2 of Schedule 21 (Property Agreements).

The Partner is responsible at all times for compliance by itself and all the Partner Personnel, in relation to all Legal Requirements relating to health and safety in all aspects of the Services and shall take all necessary precautions so as to maintain appropriate levels of protection for persons involved or who come into contact with the Services.

In the event of any accidents the Partner shall immediately report full details of the accident to the Council as would ordinarily be required to be reported in accordance with health and safety legislation.

Each party shall notify the other of any health and safety hazards of which it is aware or ought reasonably to be aware, which may arise in connection with the performance of this Agreement.

The parties shall themselves and shall ensure that all employees, agents, Sub-Contractors, Seconded Personnel, invitees and others for whom they are responsible shall at all times co-operate and adhere to the Council's Policies and Standards. The parties undertake not to adopt safety practices which are either unlawful or which disregard or are reckless in respect of public safety. The Partner shall ensure the co-operation of Partner Personnel and the Seconded Personnel (in accordance with the terms of the Secondment Agreement) in all prevention measures designed against fire, or any other hazards, and the Partner shall notify the Council of any change in the Partner's working practices or other occurrences likely to increase such risks or to cause new hazards.

Without prejudice to Clauses 15.1.5 and 15.4 (Performance of Services), the Partner shall and shall procure that all Partner Sub-Contractors shall adopt or have in place a policy to comply with the Partner's statutory obligations under the Equal Pay Act 1970, Sex Discrimination Act 1975, Race Relations Act 1976, Disability Discrimination Act 1995 and Employment Equality Regulations 2003 and, accordingly, will not and shall take all reasonable steps to secure that all staff seconded to or employees or agents of the Partner and all Partner Sub-Contractors and all staff seconded to or employees or agents of Partner Sub-Contractors do not, subject to its obligations under Law, discriminate against any person because of their sex, marital status, colour, race, nationality (including citizenship), national or ethnic origin, sexual orientation, religious belief, or on the grounds of their disability, in decisions to recruit, train, promote, discipline or dismiss employees.

The Partner shall and shall procure that it and the Partner Sub-Contractors shall observe, as far as is reasonably practicable, the Equal Opportunities Commission's Codes of Practice for employment and equal pay as approved by Parliament in 1985 and 1997 respectively and, the Commission for Racial Equality's Code of Practice for employment as approved by Parliament in 1984. These Codes of Practice provide practical guidance to employers and others on the elimination of unlawful sex, marriage, racial and disability discrimination and the promotion of equality of opportunity in employment, including the steps that can be taken to encourage members of the underrepresented sex, members of ethnic minorities and disabled people to apply for jobs or take up training opportunities.

In the event of any finding of unlawful sex, racial or disability discrimination being made against the Partner or any of the Partner Sub-Contractors during the Agreement Period in relation to individuals engaged in the provision of the Services by any court or industrial tribunal, or of an adverse finding in any formal investigation (in the case of sex and racial discrimination only) by the Equal Opportunities Commission or the Commission for Racial Equality during the Agreement Period, the Partner shall inform the such Council of this finding and shall take appropriate steps to prevent repetition of any unlawful discrimination. The Partner shall, on request, provide the Council with details of any steps taken under this Clause 39.3. The Partner's equal opportunities policy shall be set out in any instructions circulated to those members of the Partner's staff and Partner Sub-Contractor's staff concerned with recruitment, training and promotion, in relevant documentation available to their staff and others and in its recruitment advertisements and other relevant literature. The Partner shall provide such information as the Council may reasonably request for the purpose of assessing the Partner's compliance with these conditions, including, if requested, examples of any instructions, recruitment advertisements or other literature, and details of monitoring applicants and employees.

Title in all data which is disclosed to the Partner by the Council or obtained by the Partner or any Partner Sub-Contractor from the Council in relation to the Services ("Data") shall remain at all times vested in the Council. The Partner acknowledges such ownership and shall procure that, in any contract with any Third Party entered into by the Partner for the purposes of this Agreement, appropriate acknowledgements of the rights of the Council in Data will be provided. To the extent necessary for the Partner to perform the Services such Data shall be licensed to the Partner and any Partner Sub-Contractor only for such period as they are performing the Services to be carried out or provided under this Agreement and for such further time as is necessary to enable the Council to carry out its rights of audit. Subject to Clause Error! Reference source not found., nothing in this Clause 42.1 shall prevent the Partner or any Partner Subcontractor from using any general learning, skills, experience or other residual knowledge retained in the unaided memory of any of their directors, employees, consultants or advisors who had access to the Data for any purposes. The provisions of this Clause 42 (Data) shall survive the expiry or termination of this Agreement irrespective of the reason for termination.

To the extent that Data in relation to this Agreement or the Services is recorded on the Partner's IT system or any other Partner system, such Data will be made freely available to the Council at all times upon reasonable notice during a Business Day save in the case of an emergency. The Partner will not erase any such Data from any such system where it is required for the Services unless requested by the Council to do so.

The Partner shall to the extent that it is entitled so to do:-

The Partner and the Council shall each take reasonable precautions (having regard to the nature of their respective obligations under this Agreement) to preserve the integrity of Data and to prevent any corruption or loss of Data.

The Partner shall ensure that a back-up copy of Data is recorded on media from which Data can be re-loaded in the event of any corruption or loss of Data in accordance with a back up schedule to be agreed between the parties from time to time and recorded in writing and in accordance with the provisions of Error! Reference source not found. (Disaster Recovery Plan).

In the event that Data is corrupted or lost as a direct result of any default by the Partner then:

In relation to all Personal Data, the Partner shall at all times comply with the Data Protection Act 1998.

For the avoidance of doubt for the purposes of this Agreement the Council shall be the Data Controller and the Partner shall be the Data Processor.

The Partner and any Partner Sub-Contractor:-

The Partner shall not disclose any Personal Data to any third parties other than:-

Subject to Clause 43.9, the Partner shall bring into effect and maintain and procure that all relevant Partner Sub-Contractors have in effect and maintain all reasonable technical and organisational measures to prevent unauthorised or unlawful processing of Personal Data and accidental loss or destruction of, or damage to, Personal Data including but not limited to taking reasonable steps to ensure the reliability and probity of staff having access to such Personal Data.

The Council may, at reasonable intervals, request a written description of the technical and organisational methods employed by the Partner and the Partner Sub-Contractors referred to in Clause 43.5 above. Within 7 days of such a request, the Partner shall supply written particulars of all such measures detailed to a reasonable level such that the Council can determine whether or not, in connection with the personal data, it is compliant with the provisions of this Clause 43.

The Council shall ensure that any Personal Data it obtains and provides to the Partner has been fairly and lawfully obtained and complies with the Data Protection Act 1998 and that the use thereof in accordance with this Agreement shall not breach any of the provisions of the Data Protection Act 1998.

If:-

For the duration of this Agreement and thereafter each party shall comply in full with the provisions and obligations imposed on it by the Data Protection Act 1998 and all legislation implementing Directives 95/46 and 97/66 (“the Data Protection Legislation”) in connection with the provision of the Services (including making and/or amending all registrations necessary to allow it to fulfil its obligations under this Agreement), the data protection principles and any other similar applicable legislation insofar as applicable. All Personal Data acquired by each party from the other shall be returned or deleted (at the option of the disclosing party) on request save to the extent required by the disclosing party to discharge its obligations under this Agreement or if prohibited by the aforesaid requirements.

The Partner shall indemnify and keep indemnified the Council against all losses incurred by it in respect of any breach of this Clause 43 (Data Protection) by the Partner and/or any act or omission of any Partner Sub-Contractor.

The Council shall indemnify and keep indemnified the Partner against all losses incurred by it in respect of any breach of this Clause 43 (Data Protection) by the Council.