Dippy on Tour: a Natural History Adventure North West

Dippy on Tour: A Natural History Adventure North West

BRIEF – Exhibition Design March 2018 1. Invitation to Tender for Exhibition Design

Dippy on Tour, North West, Exhibition at Touchstones Touchstones Rochdale

1.1 Background

Dippy on Tour will see the Natural History Museum’s iconic diplodocus skeleton tour the country to eight venues during 2018 – 2020. Dippy will be present in Rochdale from February to June 2020 (the penultimate venue), representing the North West leg of the tour. Dippy will be located at Number One Riverside, Rochdale Borough Council’s award winning customer service centre, library and office building. The project is being run by Rochdale Borough Council, in partnership with Link4Life, an independent charity which manages the Borough’s culture, heritage and leisure services.

In addition to displaying Dippy at Number One Riverside, the Dippy on Tour North West Team have committed to developing an accompanying exhibition and interpretation at Touchstones Rochdale, the Borough museum and art gallery located close to Number One Riverside. The exhibition will be run for the duration of Dippy’s visit and it is our intention that visitors will experience both Dippy and the exhibition as part of their visit to Rochdale. Although the focus of the exhibition will be at Touchstones, some satellite interpretation may also be developed for placement at Number One Riverside to encourage visits to the exhibition and perhaps other cultural or heritage sites of interest in the borough.

All logistical costs of the tour such as transport and set up are covered by the Natural History Museum. Each host venue then has to fund, from philanthropic gifts, whatever public engagement activities it decides to deliver. At Rochdale, we anticipate this will be in the region of £750,000. The key aim of the tour is to inspire more children and young people to engage in STEM subjects and activities. In Rochdale, we are also focused on providing those children from deprived areas across the North West who may never go to London with the opportunity to enjoy and be thrilled by Dippy’s visit.

There are 3 key themes to the tour:  Origins and evolution  Biodiversity  Sustainability

As Rochdale is the penultimate venue on the tour, a large proportion of our activity will focus on the future – biodiversity and sustainability. For example, we are looking at activities including bees and activity and debate about renewable energy sources.

1.2 Background to Touchstones Rochdale

Rochdale Art Gallery & Museum originally opened in 1903. Touchstones Rochdale was reopened in 2002 after a restoration project funded by the Heritage Lottery Fund and Rochdale Borough Council. It is a primary cultural venue serving the borough and includes an art gallery, local studies centre, museum, tourist information centre and education space. The collection is cared for offsite at the Arts & Heritage Resource Centre. From 2007 Touchstones Rochdale became part of Link4Life, the Boroughwide Cultural Trust which manage culture and leisure in Rochdale.

Link4Life – Link4Life is the Cultural Trust for Rochdale Borough and a registered charity in England and Wales (no. 1118610). Our vision is for communities to be active, creative and healthy. We exist for the public benefit and our objectives include the promotion of good health, the advancement of culture, arts, heritage and history and the provision of facilities and services for recreation and leisure. Our flagship Arts & Heritage venue is Touchstones Rochdale.

More information about Touchstones: https://link4life.org/centres/touchstones-rochdale

More information about Link4Life: https://link4life.org/about-us

1.3 Touchstones Rochdale Museum Collections

The museum collections fall into the following areas: archaeology, natural sciences, social history, decorative arts, local crafts and industries and textiles including costume.

Archaeology Most of the archaeology collection comprises locally found flints and tools, donated in 1896. This collection formed the nucleus of the original museum. There has been a small number of additional donations over the years. The Egyptology collection is of national if not international importance and dates from pre-dynastic times to the Christian era. Much of this was excavated and donated by Sir William Flinders Petrie and relates to collections in Manchester, Bolton and London. There have also been significant gifts by the Heape family. Natural Sciences The natural sciences collection consists of geological specimens, fossils, shells, a herbarium and a small number of mounted specimens (birds and mammals). At present none of the above areas are actively collected, as there is no member of staff with adequate knowledge of the relevant disciplines. Local/social history The rest of the collections, numerically the largest section of the Museum Service, have a strong local/social history bias and include a wide range of items relating to all aspects of life and work. Most of the items date from the 19th and 20th centuries and include furniture (including a small collection of locally made clocks), ceramics, textiles and glassware mainly dating from the 18th century to the present day. There is a wealth of everyday life material, including both domestic and retail items. There is also a small collection of medals, coins and tokens, an early donation, which has never been actively collected. Local crafts and industries The collections include items relating to clogging, coopering, carpentry, tin-smiths, wool, cotton and silk trades including tools, related material and examples of finished products. Complementing the above items is a small transport collection mainly photographs and models but also hand-carts and bicycles Costume The costume collection consists of 20th century material, including a large selection of accessories. Nearly all items have been locally donated or purchased. Other There are comprehensive collections of two local personalities, John Bright the famous 19th century statesman, and Gracie Fields (1898-1979), star of stage, screen and radio.

The above collections are augmented by printed ephemera, including cards, letters, photographs, magazines, books, advertising and civic related material.

The exhibition will include our natural history collections but will also draw on loans from the Natural History Museums collections.

In addition to the museum collection, we also have a large art gallery collection and an extensive local history collection that can be utilised as part of this project.

1.4 Touchstones Rochdale Visitor Profile

Over the past 5 years visitor numbers have fallen by approximately 40% (90,000 in 2010/11 to 55,000 in 2015/16). In 2016 we commissioned the Audience Agency to profile our audiences. 75% attend from within a 10-15 minute drive time meaning that we are not successfully reaching outside the Borough. We have also segmented the data, learning that we attract those within Trips and Treats, Commuter land Culture Buffs and Dormitory Dependables segments but not Facebook Families, Kaleidoscope Creativity, Up our Street and Heydays – all potentially strong opportunities for us.

As a partnership, ensuring access to the Dippy exhibit and exhibition to people from all backgrounds and ethnicities is very important to us and we would expect this to be considered carefully in the design and execution of the exhibition design and interpretation.

A copy of the segmentation report is available in appendix 1.

1.5 Dippy Project Team

‘Dippy on Tour North West’ is a partnership project bringing together a number of stakeholders as follows:

Organisation Role Personnel Natural History Over-arching responsibility for the tour Dippy on Tour Producer Museum including logistics, PR, interpretation and communications. All exhibition themes, interpretation and content will require sign off from the Museum. Rochdale Rochdale Borough Council is Dippy on Tour North West Borough Council responsible for producing the North Steering Group: West leg of the tour. The council convenes a delivery group which has  Communications responsibility for all aspects of the  Children’s Services North west programme including: (Education)  Logistics  Building Services  Community engagement  Link4Life  Education  Interpretation

The exhibition at Touchstones will be developed to support and reinforce the aims and activity of the wider programme and will require sign off from both Link4Life and Rochdale Borough Council. Link4Life / Link4Life operate Touchstones Link4Life Production Team: Touchstones Rochdale and care for the museum  Deputy CEO collection. Link4Life has lead  Head of Culture responsibility for the development of  Dippy on Tour North the exhibition, interpretation, content West Consultant and themes. Activity Planner, Bid development and Fundraising (freelance)  Museum Curator  Art Gallery Curator  Community Officer  Education Officer

2. The Brief

A design company is required to develop and deliver the Dippy at Touchstones exhibition to open at Touchstones Rochdale in Dec 2019 with a smaller taster exhibits opening in October 2019.

Link4Life has been awarded a First Round grant from the Heritage Lottery Fund (HLF) for this project. We now want to appoint an interpretation and exhibition designer to deliver plans to RIBA Stage 3, in order that we can submit a second round application in December 2018 and release the remainder of the grant for delivery.

We want to host a show-stopping exhibition at Touchstones, the Museum circa 5 minutes walk from Dippy’s location. Street light banners and dinosaur footprints on the pavement will guide visitors from one location to another. An example of the kind of exhibition is attached and has been drafted by the museum team. However, this is very much open to discussion. We require:

1. Exhibition Design – Support on the design of the area, to enable the best experience and movement through the space for large numbers of people. Interpretation, for example costs of display boards. We would ask that consideration is also given to Number One Riverside although content is likely to be minimal, an appetiser with the clear aim to encourage visits to the exhibition at Touchstones. 2. Exhibition Content – Although heavily based around the museum’s collection and loans from NHM, the tone of the exhibition needs to be hands on and interactive. The following techniques could be employed: we would like to create an immersive, sensory experience and explore the use of AR and VR to give visitors an interactive experience. Examples might be:  AR map with iPads showing the different landscapes of Rochdale from prehistoric times to today.  Forms of VR with dinosaurs  A wall that tells a story or has moving images  Creation of a swamp land area that gives visitors a feel for what life would have been like in Rochdale 300 million years ago.  physical interactives

Any direction to information regarding how interactive experiences promote learning would be welcome.

All museum equipment must be robust and easily replaceable.

The University of Manchester has agreed to partner us in developing the scientific narrative to ensure it is factually correct.

2.1 Budget

Figures below to include main exhibition and time tunnel, both inclusive of VAT and expenses.

 Design: Up to £37,800 (this contract).  Build: Up to £57,000. Please note that the procurement of the exhibition build is provided to guide design only. Procurement will be dependent upon funding secured through a successful stage 2 HLF bid. Please note: Build costs do not need to include the purchase of museum standard display cases.

2.2 Exhibition Location

We are open to suggestions around how to best use the gallery and exhibition spaces in Touchstones to create the optimum exhibition within our budget. We would anticipate that spaces that would be considered are:

1. As you enter the museum there is a small exhibition space of 4 small wall mounted cases referred to as the ‘time tunnel’ where panels may be replaced to tell the Dippy story (circa 8 large wall panels). This must be within scope of the exhibition and can lead as a taster in the months leading up to install of the actual exhibition. 2. On the ground floor there is an exhibition space (Heritage Gallery) which has no partitions and is 87.5 sq metres. People enter the space through an open shop. On the other side is the café and education spaces. This space could be used or re- purposed to additional education or community activity space. 3. To maximise the scale and impact of the exhibition we would are keen to explore the viability of using the substantially larger exhibition space offered by the 4 Art galleries on the first floor. A floor plan is attached as appendix 2.

We expect a large amount of visitors will come to Rochdale to view Dippy and the related exhibition at Touchstones . We would expect the designers appointed will consider flow and capacity throughout the building during the exhibition period.

Rochdale Borough Council is considering a ticketing system for Dippy to manage numbers at No 1 Riverside, where Dippy will be located. All tickets and activities will be free.

2.3 Exhibition Concept

The original exhibition brief has been drafted and is attached as appendix 3, although this is open to discussion.

2.4 Services Required

Stage 1: The designer’s services The design, planning, cost planning, fabrication, delivery and installation of the fit-out scheme for the exhibition spaces. • Establish detailed brief with client • Agree budgets for each display discipline within the scheme • Agree mechanisms for cost planning and control • Agree timetable for design development, production and display installation

Stage 2: concept design

Full development of the exhibition content with the exhibition team

• Prepare concept designs (3D, graphics, interactives, lighting) • Prepare cost estimates for design proposals • Consultations with project team • Consultations with all statutory bodies (Fire Officer, H&S, etc)

Stage 3: detail design Final design

• Working drawings and specifications of display scheme should be supplied on a digital format that allows Touchstones Rochdale to easily view and circulate as well as A3 hard copy • Graphic templates and artwork on disc. These detailed drawings should be to be sent to Touchstones Rochdale as hard copy at A3 and in a digital form that can be circulated

The exhibition design will require consideration with regard to the exhibition infrastructure such as the environmental conditions for the objects, lighting, power supplies for multimedia and interactives.

The exhibition and design must comply with all relevant legislation, such as the Disability Discrimination Act 1995 and Health and Safety Regulations, and seek to implement good practice.

2.5 Timetable The timetable is driven by the requirements of the main funders (HLF), the Natural History Museum and Touchstones Rochdale as well as the aim to open in time for Dippy’s visit in 2020.

Brief Released-March 2018 Tender Returns-5pm Monday 30th April Interview notification-May 2018 Interviews- May 2018 Start-up meeting-May 2018 First concept/ initial timetable established-July 2018 Final Design-October 2018 Exhibition install-Sep and Jan 2019 Exhibition opens-Oct 2019 and Dec 2019

3. Application Procedure

The response to the brief should include:

 A design vision for the overall exhibition  Suggestion of interpretative techniques/ interactives within the budget  Approach to delivery and proposed methodology/project plan  A comment on the proposed timetable • A clear breakdown of costs and fees including consultant fees, overheads and expenses. This should be inclusive of VAT  A list of the personnel that will be working on the project with biographies and experience  Details of previous and current work relevant to the project  Two referees  Professional insurance and indemnity certification

Deadline: All applications to be sent to Christine Clancy before 5pm Monday 30th April 2018 [email protected] Link4Life Rochdale Leisure Centre Entwistle Road Rochdale Ol16 2HZ

4. Assessment

The consultants are expected to demonstrate:

 Proven track record of similar work, and be able to draw upon successful previous commissions to demonstrate credibility • Excellent understanding and demonstrable experience of delivering exhibitions which appeal to and engage diverse communities and those traditionally under- represented in culture • Exemplary experience of developing exhibitions with a strong educational focus, particularly supporting national curriculum STEM subjects • Strong overview of national and regional exhibition best practice • Demonstrable project management, financial costing and on-budget delivery skills • Capacity to deliver the project within expected timeframe • Ability to work successfully work with input from multiple partners and stakeholders • A robust methodology • Creativity in approach • Value for money

5. Terms and Conditions

 Quotes are submitted to Link4Life on the basis that they are compiled at the bidder’s expense and that Link4Life is not bound to accept any quotes submitted.  Terms and conditions of Contract will apply (See appendix 4 for full terms and conditions of contract)

Appendix 1 – Touchstones Visitor Profile (Audience Finder Segmentation Report)

Appendix 2 – Touchstones Rochdale Floor Plan

Appendix 3 – Original Exhibition Concept Dippy at Touchstones Touchstones Rochdale, Heritage Gallery, Dec 2019 – Aug 2020

Overarching programming themes to explore:

 Origins and evolution  Biodiversity  Environmental Sustainability Our local origins and evolution story will be contextualised by the North West for example, using the Rochdale Scorpion as an opportunity to develop our narrative. The fossilised Rochdale Scorpion was unearthed at Sparth Bottoms close to Rochdale Town Centre and dated from around 70 million years before dinosaurs roamed the earth. Using the collection we will encourage people to think about why scorpions still exist today yet dinosaurs are extinct. We will look at how evolution equips different animals to succeed and adapt to challenging environments and will compare this to other examples across nature. We will also look at how geology and rock formation affect the fossils we find today – why is it that we have evidence of a scorpion which lived in Rochdale 300 million years ago, but not the dinosaurs, which lived here more recently. Background and rationale

Dippy at Touchstones will unlock Rochdale’s Natural History collection and bring additional loans from the National History Museum to support interpretation around Dippy. The exhibition, events and workshops offered at Touchstones will encourage visitors to Number One Riverside to extend their visit to Rochdale. This additional supporting programme will help spread the distribution of visitors around the town centre and allow more space to develop narratives and opportunities for visitors to engage with the themes outlined below. The exhibition will celebrate some of the fabulous objects held here, sharing this collection with our local communities and improving access. The exhibition will draw on the strengths of the collection, focusing on fossils found locally as a result of our industrial past. The exhibition will run for nine months in the

Heritage Gallery and also extend into the permanent gallery (Time Tunnel and WIS Cases). The exhibition will be accompanied by a programme of activities and events for visitors and formal learners. Through this exhibition we will:

 Enhance public engagement and increase the visibility of objects currently in store  Reinterpret fossil collection and increase understanding of natural history  Reimagine prehistoric Rochdale putting into context the local narrative within the North West and beyond  Explore connections between modern day, our industrial past and sustainable future  Deepen engagement with the community to encourage a shared sense of ownership of the collection  Encourage people, particular children and young people, to experience the natural environment and learn about origins and evolution  Explore the story of amateur collectors who created the collection  Develop digital technology to extend the visitor experience  Inspire debate about changing attitudes to sustainability: How should the environment be changed to enable us to provide energy?

Taking a thematic approach, the exhibition will ask three central questions:  How has the landscape changed over time in the North West?  How can the past and natural history teach us about future sustainability?  What can we do to help climate change and look after our environment?

Our Industrial Past and Changing Landscape

Much of our understanding of natural history and fossil collections in the North-West and Yorkshire came as a result of amateur collectors working at industrial sites where coal and raw materials were quarried. The

18 industrial process of removing layers of rock to extract coal and raw materials also allowed access to fossils which had been locked in the ground for millions of years. Sparth Bottom Brickworks (where the fossilised scorpion was found) quarried clay on a massive scale to manufacture the red bricks, synonymous with the North West, which created the mills and terrace houses of our industrial towns and cities.

Exhibits in the Time Tunnel and the main exhibition space will focus on the North-West and Yorkshire and the amazing finds which have been discovered as a result of the regions mining and industrial past. The time tunnel will be installed before the exhibition opens and will be a taste of Dippys forthcoming visit and main exhibition here at Touchstones. We will look at how we sourced energy and materials in the past, the way that this has changed the landscape, what we can learn about the fossils discovered through mining and how energy industries and quarries are working today to balance protecting the environment and industry. Items may need to be borrowed from other regional museums and National Mining Museum to support this display.

We will look at flooding in Rochdale and the large windfarms being developed across the borough including Scout Moor Wind Farm opened in 2008 and managed by Peel Energy and United Utilities. This site is the largest onshore windfarm in the UK, providing energy for over 40,000 homes. We will create narratives which will challenge people and generate debates around new forms of sustainable energy. Asking difficult questions and engaging the public with important issues about the future.

Paul Scott’s Blue Wind Turbines (in the Art Gallery collection)

Amateur Collectors and the history of the collection at Rochdale

New species found as fossils are usually named after or by the collector who discovered them. The Rochdale Scorpion was actually found by an amateur fossil collector called Mr H Howard. His collection of fossils from the brick pit at Sparth Bottoms, Rochdale found its way to Rochdale Museum where Mr F. Holt recognised the arthropods and sent them to Dr Henry Woodward in the British Museum in London. Dr Woodward passed the arachnids, including the scorpion, on to Dr R. I. Pocock, the eminent arachnologist at the Zoological Society of London. The scorpion gained its long-awaited fame when Pocock described it as a new species, Eobuthus holti, and figured it in his monograph (Pocock, 1911). Pocock obviously thought Holt was the collector, but by the time the mistake was realised the manuscript had gone to press and Mr Howard only later received his overdue recognition.

The Museum Collection has a large collection of fossils from the important Carboniferous site of Sparth Bottoms (Lancashire, UK; Middle Coal Measures). Several of these are type specimens donated by Harold Howard in 1939.

These objects were stored in the museum basement for several decades, and were thought to have been lost. The types are the holotype of the scorpion Eobuthus holti Pocock, 1911 and the holotype of the crustacean Anthrapalaemon grossarti var. holti Woodward, 1911a. These species were not named after Howard, because the describers thought that Fred Holt was the rightful collector.

Other creatures found at Sparth Bottoms include king-crabs, giant millepedes and scorpions in the Coal Measure (or Upper Carboniferous) strata, which date from 240 million years ago. 1

1 . Dr. R. M . C. Eager, of Manchester University, in a paper revised in 1952, 2 refers to " the unique arthropod fauna collected from Sparth Bottoms, near Rochdale, where king-crabs, giant millepedes and scorpions have been found "

These finds tell us about the history of the landscape around Rochdale. How many of us realise that the lowly club-mosses and horse-tails which still grow in marshy places are the descendants of the Lepidodendrons with 100-foot tall trunks, and the 10-50 feet high Calamites or reeds of the Carboniferous forests?

Other features in Rochdale tell us about what happened later. Another type of rock was deposited above the remains of the swamp- forests where the scorpion lived. Great ice-sheets covered most of England; they gradually melted and created the lakes which filled the Naden, Whitworth and Littleborough Valleys. The melting water deposited rocks such as granites from Criffel in Scotland and volcanic rock from the Lake District. The Cowm Top boulder in Broadfield Park, across the road from Touchstones, is of andesite, probably from Coniston or Borrowdale; another large boulder, of native rock, by the Esplanade, is visibly much scratched and polished by the action of the ice.

For thousands of years after the passing of the glaciers, the compressed forests, or coal, and the impacted sand-grains, or building-stone, laid still. Everything changed with the industrial revolution and the need for raw materials and energy.

Swampland Heritage Gallery

Narrative: About three hundred million years ago a scorpion died in Rochdale. It had been living on the forest floor, perhaps feeding on cockroaches and other insects much as its descendants do today, but perished when the nearby river broke its bank and flooded the forest, entombing the scorpion in silt. As the carcass decayed, so iron salts accumulated around it, later hardening to form an ironstone nodule. Almost three hundred million years later, the light of day again shone on the scorpion when its nodule was split apart by Mr H. Howard, an amateur fossil collector.

The main aim of the exhibition will be to explore this narrative and create an imaginative, fun and immersive experience for visitors. School groups will work in partnership with an artist to create an interactive swampland which will be built within the Heritage Gallery. Participating groups will visit wetland around the North-West to look at the bio-diversity of these areas and the importance of preserving them as part of the project. Young people involved will also spend a day with the curator looking at the fossils within the collection and work with rangers managing local landscapes. Partners may include organisations focused on environmental conservation and land management including Living Landscapes, WWT Martin Mere Wildlife, Greater Manchester Wetlands, as well as contemporary mining and energy companies such as Marshall Quarries and

United Utilities. Sites of previous industrial activity including Sparth Bottom could also be visited.

Loans from the Natural History Museum will support this focus and provide fossils of other creatures, insects and plants found in the swamplands during this period.

A large part of the development of the exhibition would focus on how to extend the visitor experience through digital media and enable engagement remotely by creating an app and website that can be access within the exhibition and online. This digital narrative and interactive would focus on 2 themes.

1) Create an impression of how landscapes have changed over time

 Swampland of Rochdale  Glacier fields  Industrial hub  Back to natural landscape with little evidence of its industrial past  Future – How will the landscape look in 200 years? 2) The difficulty most people have when engaging with fossils is that they find it hard to visualise what the insect/animal/plant would have looked like when it was alive. Often we only glimpse part of the whole as some of the fossilised lifeform is still encapsulated within the rock. Using ipads visitor will be able to take a photograph of a fossil on display and discover an actual 3D representation of what it would have looked like. This could be an animation of the scorpion emerging from the rock and scurrying across the screen. Alternatively, a piece of fossilised tree bark morphed into the whole gigantic tree.

Appendix 4 – Standard Terms and Conditions of Contract

STANDARD TERMS AND CONDITIONS OF CONTRACT FOR THE PURCHASE OF SERVICES

Contract Title: Dippy at Touchstones

CONTENTS Clause Heading

PART A - OPERATIVE PROVISIONS ...... 27 A1 DEFINITIONS ...... 27 A2 HEADINGS ...... 31 A3 NOTICES ...... 31 A4 ENTIRE AGREEMENT ...... 31 PART B - PROVISION OF SERVICES ...... 31 B1 CONTRACT PERIOD...... 31 B2 PERFORANCE ...... 31 B3 CONTRACT MANAGER ...... 32 B4 ORDERING PROCESS ...... 32 B5 RISK IN AND TITLE TO GOODS ...... 32 B6 WARRANTY ...... 32 B7 CONTRACTOR’S STAFF ...... 33 PART C - PRICE AND PAYMENT ...... 9 C1 PRICE AND PAYMENT ...... 34 PART D - TERMINATION AND CONSEQUENCES OF TERMINATION ...... 34 D1 TERMINATION ...... 34 D3 DISPUTE RESOLUTION PROCEDURE...... 35 D4 SURVIVAL ...... 36 PART E - INSURANCE AND LIABILITIES ...... 36 E1 INSURANCE ...... 36 E2 INDEMNITY AND LIABILITY ...... 36 PART F - PROTECTION OF INFORMATION ...... 37 F1 INTELLECTUAL PROPERTY ...... 37 F2 CONFIDENTIALITY AND PUBLICITY ...... 37 F3 DATA PROTECTION ...... 38 F4 FREEDOM OF INFORMATION ...... 38 F5 RECORD KEEPING ...... 38 F6 MONITORING AND CONTRACT MANAGEMENT ...... 38 F7 CHANGE CONTROL AND CONTINUOUS IMPROVEMENT ...... 38 PART G - STATUTORY OBLIGATIONS ...... 39 G1 HEALTH AND SAFETY...... 39 G2 CORPORATE REQUIREMENTS ...... 39 G3 LAW AND CHANGE IN LAW ...... 40 PART H - GENERAL PROVISIONS ...... 42 H1 CONTRACT VARIATION ...... 42 H2 THIRD PARTY RIGHTS ...... 42 H3 NO WAIVER ...... 42 H4 SEVERANCE ...... 42 H5 ASSIGNMENT, SUB-CONTRACTING AND RESPONSIBILITY ...... 42 H6 FORCE MAJEURE ...... 42 H7 INDUCEMENTS ...... 43 H8 COSTS AND EXPENSES ...... 43 H9 NO AGENCY OR PARTNERSHIP ...... 43 H10 NON SOLICITATION AND OFFERS OF EMPLOYMENT ...... 44 H11 INSPECTION OF CONTRACTOR’S PREMISES ...... 44 H12 LAW AND JURISDICTION ...... 44 H13 E-PROCUREMENT ...... 44 J1 SIGNATURE ...... 20

SCHEDULE 1 CHANGE CONTROL PROCEDURES ...... 45 SCHEDULE 2 PRICING SCHEDULE ...... ERROR! BOOKMARK NOT DEFINED.

PART A - OPERATIVE PROVISIONS

A1. DEFINITIONS

The terms and expressions used in these Standard Terms and Conditions shall have the meanings set out below:

“Authorised Officer” the person duly appointed by the Company and notified in writing to the Contractor to act as the representative of the Company for the purpose of the Contract in the Contract Particulars or as amended from time to time and in default of such notification the Company’s head of procurement or similar responsible officer.

“Assigned Employees” In respect of Clause G4 an individual employed by the Contractor wholly or mainly in the performance of the Services “Business Day” any day other than a Saturday or Sunday or a public or bank holiday in England.

“Change in Law” the coming into effect or repeal (without re-enactment or consolidation) in England of any Law, or any amendment or variation to any Law, or any judgement of a relevant court of law which changes binding precedent in England in each case after the date of this Contract.

“Change Control Procedure” the procedure for changing this agreement, as set out in Schedule 1. “Commencement Date” the commencement date stated in the Contract Particulars.

“Confidential Information” any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the Services, the business, affairs, properties, assets, trading practices, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either party, all personal data and sensitive personal data (within the meaning of the DPA)

“Contract” the agreement in respect of the provision of the Services consisting of the following listed documents which shall be read as one document. In the event of ambiguity, conflict or contradictions between these documents the conflict will be resolved according to the following order of priority:

1. the Contract Particulars;

2. the Special Terms and Conditions;

3. the Standard Terms and Conditions;

4. the Tender except to the extent that any element of the Tender has been included in the Contract Particulars.

“Contractor” the contractor and where applicable this shall include the contractor's Employees, sub- contractors, agents, representatives and permitted assigns and, if the contractor is a consortium or consortium leader, the consortium members.

“Contract Manager” the person named in the Contract Particulars as the contract manager and any replacement from time to time in accordance with clause B3.2.

“Contract Particulars” the document detailing the specific core terms agreed between the parties with regard to the Services which shall include but not be limited to the Pricing Schedule, Delivery Instructions, Commencement Date, Authorised Officer, Contract Manager, Key Personnel, Contract Period and the Specification and relevant contract specific details of the Tender included in the document.

“Contract Period” the period of the contract as stated in the Contract Particulars (and any extension in accordance with clause B1).

“Control” control as defined by section 416 of the Income and Corporation Taxes Act 1988.

“Company” Link4Life, the trading name of the Rochdale Boroughwide Cultural Trust and where the context so admits includes any person which takes over or assumes the statutory functions or administrative responsibilities of the Company (whether in part or totally) or which is controlled by or is under common control with the Company (and the expression “control” shall mean the power to direct or cause the direction of the general management and policies of the person in question but only for so long as such control exists).

“DPA” The Data Protection Act 1998.

“Delivery Instructions” the instructions provided in the Contract Particulars and any other information that the Company considers appropriate to the provision of the Services.

“Employee” any person employed by the Contractor to perform the Contract which will also include the Contractor's servants, agents, voluntary and unpaid workers and subcontractors and representatives or, in respect of clause G4 (TUPE and Re-Tendering) and any other TUPE obligation, an individual employed by the Contractor in the performance of the Services.

“EIR” The Environmental Information Regulations 2004.

“FOIA” The Freedom of Information Act 2000.

“Force Majeure” any cause materially affecting the performance by a party of its obligations under this Contract arising from any act beyond its reasonable control and affecting either party, including without limitation: acts of God, war, industrial action (subject to clause H6.3), protests, fire, flood, storm, tempest, epidemic, explosion, acts of terrorism and national emergencies.

“Good Industry Practice” the exercise of such degree of skill, diligence, care and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor engaged in the supply of Services similar to the Services under the same or similar circumstances as those applicable to the Contract.

“Goods” the goods described in the Specification to be supplied by the Contractor in accordance with the Contract and any associated services provided by the Contractor in relation to those goods.

“HRA” The Human Rights Act 1998.

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

“Invitation to Tender” the Company’s invitation to tender for the Contract.

“Key Personnel” those persons named in the Contract Particulars as being key personnel and any replacement from time to time under clause B6.1.5.

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

“Liabilities” all costs, actions, demands, expenses, losses, damages, claims, proceedings, awards, fines, orders and other liabilities (including reasonable legal and other professional fees and expenses) whenever arising or brought.

“Order” an order for Services to be provided where the Contract is identified in the Contract Particulars to be delivered by call off. “Price” the price of the Services as set out in the Contract Particulars. Unless otherwise stated, any reference to Price shall be regarded as being exclusive of properly chargeable VAT which shall be separately accounted for.

“Pricing Schedule” the schedule from the Tender detailing the pricing as detailed in the Contract Particulars.

“Replacement Contractor” any company, organisation or person who replaces the Contractor following termination or expiry of all or part of this Contract

“Services” the services described in the Specification to be supplied by the Contractor in accordance with the Contract together with all equipment required and any associated goods provided by the Contractor in relation to those services.

“Special Terms and Conditions” the additional terms and conditions attached which were set out in the Invitation to Tender.

“Specification” the specification included in the Contract Particulars setting out the Company's detailed requirements in relation to the services.

“Standard Terms and Conditions” the terms and conditions set out in this document.

“Tender” the Contractor’s tender for the Services in response to the Company’s Invitation to Tender.

“TUPE” The Transfer of Undertakings (Protection of Employment) Regulations 2006.

A1.1 Any reference to a person shall include any natural person, partnership, joint venture, body corporate, incorporated association, government, governmental agency, persons having a joint or common interest, or any other legal or commercial entity or undertakings.

A1.2 A reference to any statute, order, regulation or similar instrument shall be construed as a reference to the statute, order, regulation or instrument as amended by any subsequent statute, order, regulation or instrument or as contained in any subsequent re-enactment.

A2. HEADINGS

A2.1 The index and headings to the clauses and appendices to and schedules of this Contract are for convenience only and will not affect its construction or interpretation.

A3. NOTICES

A3.1 Any notice required by this Contract to be given by either party to the other shall be in writing and shall be served personally, by fax or by sending it by registered post or recorded delivery to the appropriate address, fax number or email address notified to each other as set out in the Contract Particulars.

A3.2 Any notice served personally will be deemed to have been served on the day of delivery; any notice sent by post will be deemed to have been served 48 hours after it was posted; any notice sent by fax will be deemed to have been served 24 hours after it was despatched and any notice sent by email before 5 p.m. will be deemed to have been served on the day of despatch and otherwise on the following day save where the deemed date of service falls on a day other than a Business Day in which case the date of service will be the following Business Day.

A4. ENTIRE AGREEMENT

A4.1 The Contract constitutes the entire agreement between the parties relating to the subject matter of the Contract. The Contract supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this clause A4 shall not exclude liability in respect of any fraudulent misrepresentation.

PART B - PROVISION OF SERVICES

B1. CONTRACT PERIOD

B1.1 The Contract shall commence on the Commencement Date and subject to clause B1.2 shall continue for the Contract Period.

B1.2 If the Contract Period includes an option to extend and the Company intends to take up the option, the Contractor shall be notified in writing within the period stated in the Contract Particulars prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial Contract Period.

B2. PERFORMANCE

B2.1 The Services shall be provided in accordance with any Delivery Instructions.

B2.2 The time of the delivery of the Services is of essence to the Contract.

B2.3 The Company will have the right to observe the Contractor’s performance of the Services if the Services are not being performed on the Company’s premises.

B2.4 If the Contractor at any time becomes aware of any act or omission, or proposed act or omission by the Company which prevents or hinders, or may prevent or hinder the Contractor from performing the Services in accordance with the Contract, the Contractor shall inform the Company and the Company may, at its absolute discretion, extend the period of the Contract accordingly.

B2.5 If the Contractor at any time becomes aware of any material matter that could affect the

performance of the Services in accordance with the Contract, the Contractor shall inform the Company immediately.

B2.6 If the Contractor has a change in Control, the Contractor shall inform the Company as soon as reasonably practicable.

B2.7 The Company retains the Contractor for the performance of the Services on a non exclusive basis.

B3. CONTRACT MANAGER

B3.1 The Contractor shall employ a competent and authorised Contract Manager empowered to act on behalf of the Contractor for all purposes connected with the Contract.

B3.2 The Contractor shall forthwith give notice in writing to the Company of any change in the identity, address and telephone numbers of the person appointed as Contract Manager. The Contractor shall give maximum possible notice to the Company before changing its Contract Manager.

B4. ORDERING PROCESS

B4.1 Where this Contract is identified as requiring Orders in the Contract Particulars the Contractor shall accept Orders made in writing by the Company under the provisions of this clause.

B4.2 Except where specified Orders are required to call off the Services, the Company gives no guarantees whatsoever as to when any Order will be placed during the Contract Period or under the Contract.

B4.3 The Orders shall state the type of or part of the Services required including the Company’s requirements with regard to timescale for delivery of those Services.

B5. RISK IN AND TITLE TO GOODS

B5.1 Risk in the any goods provided as part of the Services shall pass to the Company upon delivery without prejudice to any rights of rejection which may accrue to the Company under the Contract or otherwise.

B5.2 Title to the any goods provided as part of the Services shall pass to the Company upon delivery or earlier payment.

B6. WARRANTY

B6.1 The Contractor warrants to the Company that the Services will be provided:

B6.1.1 in a proper, skilful and workmanlike manner;

B6.1.2 by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice;

B6.1.3 in accordance with the Contract and any descriptions provided by the Contractor;

B6.1.4 to the reasonable satisfaction of the Authorised Officer;

B6.1.5 by Key Personnel (if any) who shall not be released from providing the Services permanently without the agreement of the Company, except by reason of sickness, maternity leave, paternity leave, termination of employment or because they have been requested to do so by the Company, or the element of the Services in respect of which the individual was engaged has been completed to the Company’s satisfaction or other

extenuating circumstances explained to the Company. Any replacements for the Key Personnel shall be subject to the agreement of the Company and such replacements shall be of at least equal status or of equivalent experience and skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services. The cost of effecting such replacement shall be borne by the Contractor; and

B6.1.6 in a way that the Contractor takes every reasonable precaution to safeguard the Company’s property entrusted to the care of the Contractor.

B6.2 The Contractor warrants to the Company that to the extent that any goods, equipment or consumables are provided as part of the Services they will:

B6.2.1 be free from defects in design, material and workmanship; and

B6.2.2 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health.

B6.3 Without prejudice to the Company’s rights to terminate under clause D1 (Termination), if any of the Services supplied are not in accordance with the Contract, the Company shall be entitled to:

B6.3.1 require the Contractor to provide replacement Services in accordance with the Contract as soon as reasonably practicable and in any event within fourteen (14) days of a request to do so; or

B6.3.2 subject to clause E2 (Indemnity and Liability) require repayment of the proportion of the Price which has been paid in respect of such Services together with payment of any additional expenditure over and above the Price reasonably incurred by the Company in obtaining replacement Services.

B7. CONTRACTOR’S EMPLOYEES

B7.1 The Company reserves the right under the Contract to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Company:

B7.1.1 any member of the Contractor’s Employees; and/or

B7.1.2 any person employed or engaged by a sub-contractor, agent or servant of the Contractor

whose admission or continued presence would be, in the reasonable opinion of the Company, undesirable.

B7.2 When directed by the Company, the Contractor shall provide a list of the names and addresses of all persons (if any) who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Company, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Company may reasonably desire.

B7.3 The Contractor’s Employees, engaged within the boundaries of any of the Company’s premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at that establishment and when outside that establishment.

B7.4 The decision of the Company as to whether any person is to be refused access to any premises occupied by or on behalf of the Company shall be final and conclusive.

B7.5 The Contractor shall replace any of the Contractor’s Employees who the Company reasonably decides have failed to carry out their duties with reasonable skill and care.

Following the removal of any of the Contractor’s Employees for any reason, the Contractor shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services.

B7.6 The Contractor shall bear the cost of or costs arising from any notice, instruction or decision of the Company under this clause.

PART C - PRICE AND PAYMENT

C1. PRICE AND PAYMENT

C1.1 The Company shall pay the Price for the Services to the Contractor

C1.2 The Contractor shall submit VAT invoices to the Company as agreed at inception meeting. Payment shall be made as follows:

Design - £37,800 Delivery (Exhibition build and time tunnel) - £57,000

C1.3 Payment of any undisputed invoice will be made no later than thirty (30) days following the date of receipt of the invoice by the Company.

C1.4 The Company reserves the right to withhold payment of the relevant part of the Price without payment of interest where the Contractor has either failed to provide the Services at all or has provided the Services inadequately and any invoice relating to such Services will not be paid unless or until the Services have been performed to the Company’s satisfaction.

C1.5 The Contractor is not entitled to suspend provision of Services as a result of any overdue sums.

C1.6 The Company will be entitled but not obliged at any time or times without notice to the Contractor to set off any liability of the Company to the Contractor against any liability of the Contractor to the Company (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency) and may for such purpose convert or exchange any sums owing to the Contractor into any other currency or currencies in which the obligations of the Company are payable under this Contract. The Company’s rights under this clause will be without prejudice to any other rights or remedies available to the Company under this Contract or otherwise.

C1.7 Further details of payment, if any, are set out in the Pricing Schedule.

PART D - TERMINATION AND CONSEQUENCES OF TERMINATION

D1. TERMINATION

D1.1 Subject to the provisions of clause H6 (Force Majeure) the Company may terminate the Contract with immediate effect by notice in writing to the Contractor on or at any time if:

D1.1.1 the Contractor becomes bankrupt, insolvent, makes any composition with its creditors, has a receiver appointed under the Mental Health Act 1983 or dies; or

D1.1.2 the Contractor is convicted of a criminal offence; or

D1.1.3 the Contractor ceases or threatens to cease to carry on its business; or

D1.1.4 the Contractor has a change in its Control which the Company believes will have a substantial impact on the performance of the Contract; or

D1.1.5 there is a risk or a genuine belief that there is a risk that reputational damage to

the Company will occur as a result of the Contract continuing; or

D1.1.6 the Contractor is in breach of any of its obligations under this Contract that is capable of remedy and which has not been remedied to the satisfaction of the Company within 14 days, or such other reasonable period as may be specified by the Company after issue of a written notice specifying the breach and requesting it to be remedied; or

D1.1.7 there is a material or substantial breach by the Contractor of any of its obligations under this Contract which is incapable of remedy; or

D1.1.8 the Contractor commits persistent minor breaches of this Contract, whether remedied or not.

D1.2 The Company reserves the right to terminate the Contract in part in the case of termination under clauses D1.1.6, D1.1.7, and D1.1.8.

D1.3 Where this Contract is subject to Orders as specified in the Contract Particulars the Company has the right to terminate any individual Order or Orders or the whole Contract under the provisions of this clause D1.

D1.4 The Company may terminate this agreement at any time by giving 3 months' written notice

D2. CONSEQUENCES OF TERMINATION

D2.1 If this Contract is terminated in whole or in part the Company shall:

D2.1.1 be liable to pay to the Contractor only such elements of the Price, if any, that have properly accrued in accordance with the Contract or the affected part of the Contract up to the time of the termination; and/or

D2.1.2 except for termination under clause D1.4, be entitled to deduct from any sum or sums which would have been due from the Company to the Contractor under this Contract or any other contract and to recover the same from the Contractor as a debt any sum in respect of any loss or damage to the Company resulting from or arising out of the termination of this Contract. Such loss or damage shall include the reasonable cost to the Company of the time spent by its officers in terminating the Contract and in making alternative arrangements for the supply of the Services or any parts of them; and/or

D2.1.3 where termination arises under clause D1.4, pay to the Contractor any reasonable, direct and quantifiable costs reasonably incurred by the Contractor due to early termination subject to the maximum liability provision in clause E.4; and/or

D2.1.4 in the event that any sum of money owed by the Contractor to the Company (the Contractor’s debt) exceeds any sum of money owed by the Company to the Contractor (the Company’s debt) under this Contract then the Company shall, at its sole discretion, be entitled to deduct the Contractor’s debt from any future Company’s debt or to recover the Contractor’s debt as a civil debt.

D2.2 Upon the termination of the Contract for any reason, subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Contract.

D3. DISPUTE RESOLUTION PROCEDURE

D3.1 If a dispute arises between the Company and the Contractor in connection with the Contract, the parties shall each use reasonable endeavours to resolve such dispute by means of prompt discussion at an appropriate managerial level.

D3.2 If a dispute is not resolved within fourteen (14) days of referral under clause D3.1 then either party may refer it to the Chief Executive or appropriate nominated officer of each party for resolution who shall meet for discussion within 14 days or longer period as the parties may agree.

D3.3 Provided that both parties consent, a dispute not resolved in accordance with clauses D3.1 and D3.2, shall next be referred at the request of either party to a mediator appointed by agreement between the parties within 14 days of one party requesting mediation with the costs of mediation determined by the mediator.

D3.4 Nothing in this clause shall preclude either party from applying at any time to the English courts for such interim or conservatory measures as may be considered appropriate.

D4. SURVIVAL

D4.1 The following clauses will survive termination or expiry of the Contract: Clause B5 (Risk in and Title to the Goods), Clause D2 (Consequences of Termination), Clause F1 (Intellectual Property), Clause F2 (Confidentiality and Publicity), Clause F3 (Data Protection), Clause F4 (Freedom of Information), Clause F5 (Record Keeping and Monitoring), Clause G4 (TUPE and Re-Tendering), Clause H4 (Severance), Clause H10 (Non Solicitation and Offers of Employment) and Clause H12 (Law and Jurisdiction).

PART E - INSURANCE AND LIABILITIES

E1. INSURANCE

E1.1 The Contractor shall maintain insurance necessary to cover any liability arising under the Contract as set out in the Contract Particulars.

E1.2 The Contractor shall prior to the Commencement Date and on each anniversary of the Commencement Date and/or upon request provide evidence that all premiums relating to such insurances have been paid.

E1.3 If the Contractor does not maintain the necessary insurances under the Contract, the Company may insure against any risk in respect of the default and may charge the Contractor the cost of such insurance together with a reasonable administration charge.

E2. INDEMNITY AND LIABILITY

E2.1 Neither party seeks to exclude or limit its liability for:

E2.1.1 death or personal injury caused by its negligence (but will not be liable for death or personal injury caused by the other party’s negligence); or

E2.1.2 fraudulent misrepresentation; or

E2.1.3 any other matter in respect of which, as a matter of Law, liability cannot be excluded or limited.

E2.2 Except as specifically provided, neither party shall in any event be liable to the other for any indirect or consequential loss (including loss of profit, loss of business opportunity, loss of business, loss of goodwill, loss of production and pure economic loss) however caused.

E2.3 Subject to clauses E2.1, E2.2 and E2.5 the Contractor’s liability to the Company under the Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the proportion of the Price which is paid and payable at the time that the liability arises.

E2.4 Subject to clauses E2.1 and E2.2, the Company’s liability to the Contractor under the Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the

proportion of the Price which is paid and payable at the time that the liability arises.

E2.5 The Contractor shall indemnify the Company in full without limit of liability for any direct loss of or damage to the real or personal property of the Company or any third party, including Intellectual Property Rights, or injury claimed by any third party and against all Liabilities awarded against or incurred by the Company (including legal expenses on an indemnity basis) arising from the Contractor’s negligence, any defect or fault in the Services or any act or omission of the Contractor in supplying, delivering and, where applicable delivering the Services.

PART F - PROTECTION OF INFORMATION

F1. INTELLECTUAL PROPERTY

F1.1 All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

F1.1.1 provided to the Contractor by the Company shall remain the property of the Company;

F1.1.2 prepared by or for the Contractor specifically for the use, or intended use, in relation to the performance of the Contract shall belong to the Company subject to any exceptions set out in the Contract Particulars.

F1.2 The Contractor shall obtain necessary approval before using any material, in relation to the performance of the Contract which is or may be subject to any third party Intellectual Property Rights. The Contractor shall procure that the owner of the Intellectual Property Rights grant to the Company a non-exclusive licence, or if the Contractor is itself a licensee of those rights, the Contractor shall grant to the Company an authorised sub-licence, to use, reproduce, and maintain the Intellectual Property Rights. Such licence or sub-licence shall be non-exclusive, perpetual and irrevocable, shall include the right to sub-license, transfer, novate or assign to other Companys, the replacement Contractor or to any other third party providing Services to the Company, and shall be granted at no cost to the Company.

F1.3 It is a condition of the Contract that the Services will not infringe any Intellectual Property Rights of any third party and the Contractor shall during and after the Contract Period on written demand indemnify and keep indemnified without limitation the Company against all Liabilities which the Company may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim relates to the act or omission of the Company.

F1.4 At the termination of the Contract the Contractor shall at the request of the Company immediately return to the Company all materials, work or records held in relation to the Services, including any back-up media.

F2. CONFIDENTIALITY AND PUBLICITY

F2.1 Any documents provided by the Company and information which the Contractor may acquire as a result of the Contract shall to the extent that they are not in the public domain or required to be disclosed by operation of Law remain confidential to the Company and shall not be disclosed disposed of or used for any purpose without prior written consent from the Company.

F2.2 All Confidential Information provided by the Company to the Contractor shall be returned to the Company at the end of the Contract.

F2.3 Without prejudice to the Company’s obligations under the FOIA or EIR, neither party shall make any press announcements or publicise the Contract or any part thereof in any way, except with the written consent of the other party (such consent not to be unreasonably withheld or delayed).

F2.4 Both parties shall take all reasonable steps to ensure the observance of the provisions of this clause by all of their servants, Employees, sub-contractors, agents, professional advisors and consultants.

F3. DATA PROTECTION

F3.1 The Contractor shall (and shall procure that any of its Employees involved in the provision of the Goods) comply with any requirements under the DPA.

F4. FREEDOM OF INFORMATION

F4.1 The Company is subject to the FOIA and the EIR (“the Acts”). As part of the Company's duties under the Acts, it may be required to disclose information forming part of the Contract to anyone who makes a reasonable request. The Company has absolute discretion to apply or not to apply any exemptions under the Acts.

F4.2 The Contractor shall assist and cooperate with the Company (at the Contractor’s expense) to enable the Company to comply with the information disclosure requirements under the Acts and in so doing will comply with any timescale notified to it by the Company.

F5. RECORD KEEPING

F5.1 In order to assist the Company in its record keeping and monitoring requirements including auditing and National Audit Office requirements, the Contractor shall keep and maintain for six (6) years (or such longer time period required in accordance with any specific legislation) after the Contract has been completed, full and accurate records of the Contract including the Services supplied under it, all expenditure reimbursed by the Company, and all payments made by the Company. The Contractor shall on request allow the Company or the Company’s representatives such access to (and copies of) those records as may be required by the Company in connection with the Contract.

F5.2 The Contractor will at its own cost, provide any information that may be required by the Company to comply with the Company’s procedures for monitoring of the Contract.

F6 MONITORING AND CONTRACT MANAGEMENT F6.1 The Company may monitor the performance of the Services by the Contractor.

F6.2 The Contractor shall co-operate, and ensure that its Sub-Contractors co-operate, with the Authority in carrying out the monitoring referred to in clause f6.1 at no additional charge to the Authority. F6.3 The Contractor shall provide reports in accordance to the reporting schedule which will be established and agreed with the Company upon confirmation of the contract. F6.4

F7. CHANGE CONTROL AND CONTINUOUS IMPROVEMENT

F7.1 Any requirement for a Change shall be subject to the Change Control Procedure. (See Schedule 1)

F7.2 The Service Provider shall have an ongoing obligation throughout the Contract to identify new or potential improvements to the Services. As part of this obligation the Service Provider shall identify and report to the Authority's Representative quarterly in the first Contract Year and once every six months for the remainder of the Contract Period, unless otherwise agreed by both parties, on: F7.2.1 the emergence of new and evolving relevant technologies which could improve the Services;

F7.2.2 new or potential improvements to the Services including the [quality, responsiveness, procedures, benchmarking methods, performance mechanisms and customer support services in relation to the Services new or potential improvements to the interfaces or integration of the Services with other services provided by third parties or the Authority which might result in efficiency or productivity gains or in reduction of operational risk; F7.2.3 and changes in ways of working that would enable the Services to be delivered at lower costs and/or at greater benefits to the Authority. F7.3 Any potential Changes highlighted as a result of the Service Provider's reporting in accordance with clause F7 shall be addressed by the parties using the Change Control Procedure.

PART G - STATUTORY OBLIGATIONS

G1. HEALTH AND SAFETY

G1.1 The Contractor shall comply with all health and safety legislation in force and all health and safety policies of the Company.

G1.2 The Contractor shall provide, within 14 days of receipt, copies of any communication concerning the health, safety, welfare, environmental or fire safety standards of the Services, received from any statutory body.

G2. CORPORATE REQUIREMENTS

G2.1 The Contractor shall comply with all obligations under the HRA.

G2.2 The Contractor shall comply with all Company policies and rules, such as, but not limited to:

G2.2.1 equality and diversity policies;

G2.2.2 sustainability;

G2.2.3 information security rules;

G2.2.4 whistleblowing and/or confidential reporting policies; and

G2.2.5 all site rules relevant to the fulfilment of the Contractor’s obligations in the performance of the services

G2.3 The Contractor shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether age, race, gender, religion, disability, sexual orientation or otherwise) in employment.

G2.4 The Contractor shall comply with all relevant legislation relating to its Employees however employed including (but not limited to) the compliance in law of the ability of the Employees to work in the United Kingdom.

G2.5 If the Contractor has a finding against it relating to its obligations under clause G2.4 it will provide the Company with:

G2.5.1 details of the finding; and

G2.5.2 the steps the Contractor has taken to remedy the situation.

G3. LAW AND CHANGE IN LAW

G3.1 The Contractor shall comply at all times with the Law in its performance of the Contract.

G3.2 On the occurrence of a Change in Law which has a direct effect upon the Price the parties shall meet within fourteen (14) days of the Contractor notifying the Company of the Change in Law to consult and seek to agree the effect of the Change in Law and any change in the Price as a result following the principle that this clause is not intended to create an artificial cushion from market forces for the Contractor. If the parties, within fourteen (14) days of this meeting, have not agreed the occurrence or the impact of the Change in Law, either party may refer the matter to dispute resolution in accordance with clause D3.

G3.3 Any agreed additional sums payable as a result of the operation of clause G3.2 shall be included in the Price. For the avoidance of doubt nothing in this Contract is intended to allow the Contractor double recovery of any increase in costs.

G4 TUPE

G4.1 In the event of expiry or termination of this Contract or whenever reasonably requested by the Company in preparation for tendering arrangements the Contractor will provide the Company with such assistance as the Company may require and provide at no cost to the Company any information the Company (whether on its own account or on behalf of any potential or confirmed Replacement Contractor) may request in relation to the Employees including but not limited to, providing employee liability information as required under Regulation 11 of TUPE.

G4.2 The Contractor authorises the Company to pass any information supplied by the Contractor, to any Replacement Contractor or potential Replacement Contractor and the Contractor will secure all necessary consents from relevant Employees in order to do this.

G4.3 The Contractor will keep the Company and any Replacement Contractor indemnified in full against all Liabilities arising directly or indirectly in connection with any breach of this clause or inaccuracies in or omissions from the information provided.

G5 CHILDREN / VULNERABLE ADULTS

G5.1 Where the Services involve unsupervised contact with children and / or adults at risk, the relevant parts of this Clause G5 shall apply, as appropriate. The Company may also require a signed undertaking from the Contractor that the provisions of this Clause G5 have been complied with prior to Services commencing.

G5.2 The Contractor will ensure that checks are carried out on all employees in accordance with the registration requirements under the Care Standards Act 2000 and that appropriate Disclosure and Barring Service (DBS) checks are obtained.

G5.3 With regard to police checks of personnel, the Contractor undertakes:

G5.3.1 to ensure that all of the Contractor’s Employees who may have unsupervised contact with children or adults at risk are police checked in accordance with all prevailing Legislation (including but not limited to the Care Standards Act 2000) and the Codes of Practice for Registered Persons and other Recipients of Disclosure Information under section 122 of the Police Act 1997, and as amended by the Protection of Freedoms Act 2012 where relevant;

G5.3.2 that police checks carried out via the Contractor will only be accepted upon written confirmation from the DBS, via a DBS certificate, that the Contractor is registered with this service for the purposes of initiating police checks;

G5.3.3. where the Contractor asks the Company to process police checks, the Contractor must do so via the Company’s nominated officer as notified to the

Contractor in the Specification or as otherwise notified to the Contractor by the Company in writing;

G5.3.4 to obtain the highest level of disclosure available from the DBS (including the enhanced certificate) in respect of each prospective employee, volunteer or other persons who may work with, give support to, or otherwise have direct contact with Service Users;

G5.3.5 to update all police and DBS checks every three years; and

G5.3.6 to keep full records on the personal file of all persons who have undergone DBS (and formerly, CRB) checks.

G5.4 If appropriate the following will apply:-

a (Children) Prior to the Commencement Date, the Contractor shall submit to the Company a Child Protection Policy and written code of behaviour for staff and volunteers. These documents will, where relevant, adopt and work to the Local Rochdale Safeguarding Children Board guidance and procedures. The Contractor’s Child Protection Policy must demonstrate how staff working across agencies and professions will work together to ensure children’s safety is paramount at all times. The Contractor shall incorporate any instructions given by the Authorised Officer to revise or amend such a policy.

b (Adult) Prior to the Commencement Date, the Contractor shall submit to the Company an Adult Safeguarding Policy and written code of behaviour for staff and volunteers. These documents will, where relevant, adopt the Rochdale Borough Safeguarding Adults Board policy and procedures outlined in ‘Safeguarding adults at risk Multi-agency policy and procedures’ (March 2012). The Contractor’s Adult Safeguarding Policy must demonstrate how staff working across agencies and professions will work together to safeguard adults at risk of abuse and neglect. The Contractor shall incorporate any instructions given by the Authorised Officer to revise or amend such a policy.

G5.5 The Contractor shall at all times comply with the Child Protection and Adult Safeguarding Procedures relevant to the Local Authority and will ensure that any of the Contractor’s internal procedures or inter-agency protocols are consistent with these procedures.

G5.6 To ensure compliance with its duties under Section 11 of the Children Act 2004, the Company shall require that the Contractor demonstrates that its functions are discharged having regard to the need to safeguard and promote the welfare of children through the submission of a Self Audit to the Company if requested.

G5.7 Contractor’s staff (including employees, carers and volunteers) must: a.) have a clear commitment to abide by the Child Protection Procedures, and Protecting Adults at Risk agency policy and procedures b.) be subject to the highest standard of recruitment practices, including any guidelines or codes of practice issued by the Local Safeguarding Children Board, Safeguarding Adult Board and/or the Company; c.) maintain accurate and up to date records of decision making and actions taken; d.) ensure they are at all times sensitive to needs arising from race, culture, religion, or linguistic background; e.) respect confidentiality of information about individuals; f.) share information with agencies to the extent that is required to assess and meet the needs of the child or adult at risk g.) receive regular mandatory child protection training; and receive regular mandatory adult safeguarding training

G5.8 The Contractor shall provide the Company, upon reasonable request, with records evidencing any of the requirements of this Clause G5. The Company reserves the right to additionally make spot checks to verify compliance with this Clause G5.

PART H - GENERAL PROVISIONS

H1. CONTRACT VARIATION

H1.1 Subject to clause H1.2, no variation or modification to the Contract is valid unless it is in writing and signed by the Company and the Contractor as stated in the Change Control Procedure (Schedule 1).

H1.2 The Company shall be entitled to issue to the Contractor in writing or, in case of urgency orally (provided the Company confirms oral instructions in writing as soon as it is practicable), variation orders requiring the addition, suspension, reduction or cessation of provision of any Services and/or the provision of emergency Services in accordance with revised Delivery Instructions. The Contractor shall charge for the impact of the variation order in accordance with the rates and prices used to calculate the Price in the Tender.

H2. THIRD PARTY RIGHTS

H2.1 This Contract is enforceable by the original parties to it, by their successors in title and permitted assignees. Any rights of any person to enforce the terms of this Contract pursuant to The Contracts (Rights of Third Parties) Act 1999 are excluded.

H3. NO WAIVER

H3.1 Failure by either party at any time to enforce any one or more of the provisions of this Contract or to require performance by the other party of any of the provisions shall not constitute or be construed as a waiver of the provision or of the right at any time subsequently to enforce all terms and conditions of this Contract nor affect the validity of the Contract or any part of it or the right of the parties to enforce any provision in accordance with its terms.

H3.2 No waiver of any of the provisions of this Contract shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause A3 (Notices).

H4. SEVERANCE

H4.1 If any provision of the Contract shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

H5. ASSIGNMENT, SUB-CONTRACTING AND RESPONSIBILITY

H5.1 Subject to any express provision of this Contract, the Contractor shall not without the prior written consent of the Company, assign all or any benefit, right or interest under this Contract or sub-contract the provision of the Services.

H5.2 The Company shall be entitled to:

H5.2.1 assign, novate or dispose of its rights and obligations under this Contract either in whole or part to any contracting authority (as defined in The Public Contracts Regulations 2006); or

H5.2.2 transfer, assign or novate its rights and obligations where required by Law.

H5.3 The Contractor shall remain responsible and liable for the acts and omissions of any other members of a consortium arrangement, sub-contractors, servants, agents and Employees as though they were its own.

H6. FORCE MAJEURE

H6.1 Neither party shall be liable for failure to perform its obligations under the Contract if such

failure results from Force Majeure.

H6.2 If the Company or the delivery location is affected by circumstance of Force Majeure, the Company shall be entitled to, totally or partially, suspend the date or dates for delivery of the Services until the circumstances of the Force Majeure have ceased. The suspension shall not give rise to any claim by the Contractor against the Company nor entitle the Contractor to terminate the Contract.

H6.3 Industrial action by, or illness or shortage of the Contractor’s Employees, agents or subcontractors, failure or delay by any of the Contractor’s suppliers to supply services, components, services or materials and breach of the Contractor’s warranties under clause B6 shall not be regarded as an event of Force Majeure.

H6.4 If the event of Force Majeure continues for more than two (2) months either party may give written notice to the other to terminate the Contract immediately or on a set termination date.

H6.5 If the Contract is terminated in accordance with clause H6.4 neither party will have any liability to the other except that any rights and liabilities which accrued prior to termination will continue to exist.

H7. INDUCEMENTS

H7.1 The Contractor shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Company any gift or consideration of any kind as an inducement or reward for doing, any act in relation to the obtaining or execution of the Contract or any other contract with the Company, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract. The attention of the Contractor is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916.

H7.2 The Contractor warrants that it has not paid commission nor agreed to pay any commission to any employee or representative of the Company by the Contractor or on the Contractor’s behalf.

H7.3 Where the Contractor engages in conduct prohibited by clauses H7.1 and H7.2 in relation to this or any other contract with the Company, the Company has the right to:

H7.3.1 terminate the Contract and recover from the Contractor the amount of any loss suffered by the Company resulting from the termination, including the cost reasonably incurred by the Company of making other arrangements for the provision of the Services and any additional expenditure incurred by the Company throughout the remainder of the Contract Period; or

H7.4 recover in full from the Contractor any other loss sustained by the Company in consequence of any breach of this clause whether or not the Contract has been terminated.

H8. COSTS AND EXPENSES

H8.1 Each of the parties will pay their own costs and expenses incurred in connection with the negotiation, preparation, execution, completion and implementation of this Contract.

H9. NO AGENCY OR PARTNERSHIP

H9.1 Nothing contained in this Contract, and no action taken by the parties pursuant to this Contract, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.

H10. NON SOLICITATION AND OFFERS OF EMPLOYMENT

H10.1 The Contractor agrees that it will not, without the prior written consent of the Company, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise during the Contract Period or for a period of 12 months following termination of this Contract:

H10.1.1 solicit or entice, or endeavour to solicit or entice, away from the Company any person directly related to provision of the Services employed in a senior capacity in a managerial, supervisory, technical, sales or administrative capacity by, or who is or was a consultant to, the Company at the date of the termination of this Contract or at any time during the period of one month immediately preceding the date of termination; or

H10.1.2 attempt, or knowingly assist or procure any other person to do the above.

H11. INSPECTION OF CONTRACTOR’S PREMISES

H11.1 The Contractor shall permit the Company to make any inspections or tests which may reasonably be required in respect of the Contractor’s premises in relation to the Contract.

H12. LAW AND JURISDICTION

H12.1 This Contract shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.

H13. E-PROCUREMENT

H13.1 Contractors must have the capability to work with the Company to achieve its goal of an effective e-procurement strategy, encompassing streamlined ordering and payment systems and must be prepared to assist in the compilation of an on-line catalogue including full text and graphics facilities that are easily accessed to form the front end of that system

J1 SIGNATURES

This contract is signed on behalf of the Company by:

Signed Date

Darren Grice, Head of Culture, Health and Participation

This contract is signed on behalf of the Contractor by

Signed Date

[print name]: ______

SCHEDULE 1 CHANGE CONTROL PROCEDURES

1. Principles

1.1 Where the Company or the Contractor see a need to change the Contract either party may at any time request such change only in accordance with the formal Change Control Procedure (CCP) as set out at paragraph 2.

1.2 Neither the Company nor the Contractor shall unreasonably withhold its agreement to any change.

1.3 Until such time as a change to the Contract and/or an Order is made in accordance with the Change Control Procedure, the Contractor shall, unless otherwise agreed in writing, continue to supply the Services specified in the Contract and/or an Order as if the request or recommendation had not been made.

1.4 Any discussions which may take place between the Company and the Contractor in connection with a request or recommendation before the authorisation of a resultant change to the Contract and/or an Order shall be without prejudice to the rights of either party.

1.5 Any work undertaken by the Contractor, its sub-contractors or agents which has not been authorised in advance by a change to the Contract and/or an Order and which has not been otherwise agreed in accordance with the provisions of paragraph 1.3 above shall be undertaken entirely at the expense and liability of the Contractor.

2. Procedures

2.1 All requests shall be considered by appropriate representatives of the Company and the Contractor.

2.2 Discussion between the representatives of the Company and the Contractor concerning a change to a Contract and/or an Order shall result in any one of the following:

2.2.1 no further action being taken; or

2.2.2 a change the Contract and/or an Order agreed and implemented.

2.3 Parties shall ensure that any change requests and agreed changes are documented in writing and signed by both parties.

2.4 Each agreed change document shall contain: 2.4.1 the title of the change; 2.4.2 the originator and date of the request or recommendation for the change; 2.4.3 the reason for the change; 2.4.4 full details of the change including any specifications; 2.4.5 the price, if any, of the change; 2.4.6 a timetable for implementation together with any proposals for acceptance of the change; 2.4.7 a schedule of payments if appropriate; 2.4.8 details of the likely impact, if any, of the change on other aspects of the Contract and/or an Order including but not limited to:

a) the timetable for the provision of the Services;

b) the period of this Contract and/or an Order; c) the personnel to be provided; d) the Price; e) the payment profile; f) performance levels; g) working arrangements; h) other contractual issues;

2.4.9 the date of expiry of validity of the agreed change document; and

2.4.10 provision for signature by the Company and by the Contractor.

2.5 A CCN signed by the Company and by the Contractor shall constitute an amendment to the Contract and/or an Order.