CONTRACT BETWEEN SCOTTISH MINISTERS AND GEOAMEY PECS LTD FOR THE SCOTTISH COURT CUSTODY AND PRISONER ESCORT SERVICE (SCCPES) REFERENCE: 01500 MARCH 2018 Official No part of this document may be disclosed orally or in writing, including by reproduction, to any third party without the prior written consent of SPS. This document, its associated appendices and any attachments remain the property of SPS and will be returned upon request. 1 | P a g e 01500 Scottish Court Custody and Prisoner Escort Service (SCCPES) FORM OF CONTRACT CONTRACT No. 01500 This Contract is entered in to between: The Scottish Ministers, referred to in the Scotland Act 1998, represented by the Scottish Prison Service at the: Scottish Prison Service Calton House 5 Redheughs Rigg Edinburgh EH12 9HW (hereinafter called the “Purchaser”) OF THE FIRST PART And GEOAmey PECS Ltd (07556404) The Sherard Building, Edmund Halley Road Oxford OX4 4DQ (hereinafter called the “Service Provider”) OF THE SECOND PART The Purchaser hereby appoints the Service Provider and the Service Provider hereby agrees to provide for the Purchaser, the Services (as hereinafter defined) on the Conditions of Contract set out in this Contract. The Purchaser agrees to pay to the Service Provider the relevant sums specified in Schedule C and due in terms of the Contract, in consideration of the due and proper performance by the Service Provider of its obligations under the Contract. The Service Provider agrees to look only to the Purchaser for the due performance of the Contract and the Purchaser will be entitled to enforce this Contract on behalf of the Scottish Ministers. The Contract shall consist of this Form of Contract and the following documents attached hereto which shall be deemed to form and to be read and to be construed as part of the Contract. In the event of conflicts between the documents forming the Contract, the documents shall take precedence in the order listed: Form of Contract; Schedule A: Conditions of Contract; Schedule B: Specification; Schedule C: Pricing Document; Schedule D: Performance Measures; Schedule E: List of Premises; and Schedule F: Service Provider’s Proposal. In the event of any ambiguity, discrepancy or conflict within the Contract that remains after the documents have been taken in order of the above precedence, then such ambiguity, discrepancy or conflict shall be referred to the Purchaser for resolution. The Contract shall constitute the entire agreement between the parties as to the Services to be provided in accordance with the Contract and shall supersede and take the place of all documents, minutes of meetings, letters or notes, which may be in existence at the date hereof and all statements, representations and warranties which may have been made by or on behalf of the parties hereto. The Service Provider recognises and agrees that notwithstanding the foregoing 2 | P a g e 01500 Scottish Court Custody and Prisoner Escort Service (SCCPES) nothing in this Contract shall be construed as affecting any liability in law upon the Service Provider for any misrepresentation made to the Purchaser, which may have induced the Purchaser to award and enter into this Contract. The contractual representative acting for the Scottish Ministers on all matters in relation to the Contract shall be the nominated representative, which shall be provided in writing, from the Procurement Policy & Services Department based at Scottish Prison Service Headquarters, Calton House, 5 Redheughs Rigg, Edinburgh, EH12 9HW, who shall be the Service Provider’s principal point of contact on matters pertaining to the Contract. The Contract may only be amended by a clear statement in writing signed by a duly authorised representative of each of the parties hereto. IN WITNESS WHEREOF these presents typewritten on this and the preceding page together with Schedules A, B, C, D, E, and F annexed hereto are executed as follows: At …………………………… On………………. Of ……………. 2018 SIGNED for and on behalf of The Scottish Ministers By: ______________________________ Witness: ____________________ Name: ___________________________ Name: ____________________ Title: ____________________________ At ………………………… On………………. Of ……………….. 2018 SIGNED for and on behalf of GeoAmey PECS Ltd By: ______________________________ Witness: ____________________ Name: ___________________________ Name: ____________________ Title: ____________________________ 3 | P a g e 01500 Scottish Court Custody and Prisoner Escort Service (SCCPES) This is Schedule A referred to in the foregoing Contract number 01500 between the Scottish Ministers and GeoAmey PECS Ltd SCHEDULE A This Schedule A consists of the following: Part 1 of Schedule A - Conditions of Contract Part 2 of Schedule A - Data Processing Agreement 4 | P a g e 01500 Scottish Court Custody and Prisoner Escort Service (SCCPES) This is Part 1 of Schedule A referred to in the foregoing Contract number 01500 between the Scottish Ministers and GeoAmey PECS Ltd PART 1 OF SCHEDULE A CONDITIONS OF CONTRACT TABLE OF CONTENTS 1. DEFINITIONS 2. INTERPRETATION 3. PERIOD OF CONTRACT 4. THE SERVICES 5. MANNER OF CARRYING OUT THE SERVICES 6. SERVICE PROVIDER’S STAFF 7. SUSPENSION OF SERVICE PROVIDER STAFF 8. SECURITY 9. CONFLICTS OF INTEREST 10. QUALITY MANAGEMENT SYSTEM 11. RETURN OF DOCUMENTS 12. INSTRUCTIONS 13. VARIATION OF THE CONTRACT 14. PERFORMANCE MEASURES AND SERVICE CREDITS 15. SERVICE PROVIDER’S STATUS 16. HEALTH & SAFETY, AND FIRE SAFETY 17. WARRANTY AND GUARANTEE 18. DISCRIMINATION 19. PRICE 20. PAYMENT 21. RECOVERY OF SUMS DUE 22. AUDIT 23. PREVENTION OF CORRUPTION 24. SEVERABILITY 25. WAIVER 26. PATENTS, INFORMATION & COPYRIGHT 27. INDEMNITY AND INSURANCE 28. CONFIDENTIALITY 29. PUBLICITY 30. DATA PROTECTION ACT 31. INDUSTRIAL ACTION 32. REMEDIES CUMULATIVE 33. IMPROVEMENT AND DEFAULT NOTICES 34. TERMINATION 35. ASSIGNATION AND SUB-CONTRACTING 36. TRANSFER OF UNDERTAKINGS 37. NOTICES 38. DISPUTE RESOLUTION 39. INSPECTION OF PREMISES AND NATURE OF SERVICES 40. NON-EXCLUSIVITY 41. USE OF PREMISES AND FACILITIES 42. SERVICE PROVIDER PREMISES, VEHICLES AND EQUIPMENT 43. DELAYS TO THE IMPLEMENTATION PROGRAMME 44. FORCE MAJEURE 45. TEMPORARY AND TRANSITIONAL ARRANGEMENTS 46. PURCHASE AND HANDOVER OF ASSETS 47. GOVERNING LAW 48. PERFORMANCE GUARANTEE 49. COMPLIANCE WITH THE LAW 50. BREAK 51. EXIT PLAN 52. RIGHTS OF THIRD PARTIES 5 | P a g e 01500 Scottish Court Custody and Prisoner Escort Service (SCCPES) 1. DEFINITIONS In these Conditions of Contract unless the context otherwise requires the following terms shall have the meanings given to them below: “Abscond” means an incident where a Prisoner of low supervision located in open conditions or a national top- end facility being escorted by the Service Provider becomes Unlawfully at Large; “Applicable Staff” means any Staff who upon termination of the Contract pursuant to Clause 50.3: a) are not Transferring Employees and are dismissed or given notice of dismissal by the Service Provider within 40 days of the date of termination, or such longer period required by law, their employment contract or an applicable collective agreement; and b) have not resigned or given notice of resignation prior to the date of their dismissal by the Service Provider. and the Service Provider can demonstrate to the satisfaction of the Purchaser: a) are surplus to the Service Provider’s requirements after the date of termination notwithstanding its obligation to provide services to its other customers; b) are genuinely being dismissed for reasons of redundancy; and c) have been selected for redundancy by the Service Provider on objective grounds rather than the fact that the Service Provider is entitled to reimbursement under Clause 50 of the Contract. “Arrive” or “Arrival” means that the Prisoner is recorded at the bar within court cells or equivalent (all administrative and security procedures relating to arrival and welfare having been completed) and is ready and available to be taken to a courtroom, or is ready for a visit, or is in the Prison reception area ready for transfer to the Purchaser’s staff or, in the case of Other Services is at the prescribed location in sufficient time to attend the appointment/participate in the scheduled event; “Assets” means the Service Provider’s operational premises, vehicles, communications and security equipment, clothing or equipment for Staff, IT systems & software (including developed IT systems & software, operating systems and the data therein which relates to the Services) and other physical resources, material or supplies required by the Service Provider (whether the property of, or leased or rented to the Service Provider, or subject to finance agreements with third parties) to enable it to fully perform the Services in this Contract; “Audit Period” is 5 years; “Background Intellectual Property Rights” means: a) any Intellectual Property Rights, other than Foreground Intellectual Property Rights, owned by or licenced to the Service Provider before the Commencement Date; and/or b) Intellectual Property Rights created by or licenced to the Service Provider independently of this Contract; which in each case is or will be used before or during the Contract Term for designing, testing, implementing or providing the Services. “Baseline Personnel Security Standard” means the current ‘HMG Baseline Personnel Security Standard’ as developed and issued by HM Government which sets out the requirements for the pre-employment screening and background checks for individuals proposed for work under government contracts; “Baseline Routes Level” means the number of routes set as the current baseline, as defined in 3.14 & 3.15 of Schedule C, and is used to identify the trigger for a variation to the contract based on changing route volumes; “Break Costs” has the meaning given in Clause 50 of Schedule A; 6 | P a g e 01500 Scottish Court Custody and Prisoner Escort Service (SCCPES) “Change in Law” means the coming into effect after the date of this Contract of: a) Legislation, other than any Legislation which on the date of this Contract has been published: i. In a draft Bill as part of a Government Departmental Consultation Paper; ii. In a Bill; iii.