Consultant DM Manager (Temporary)

Notice Title

Consultant DM Manager (Temporary)

Notice Description

3 days per week for 6 months with a review after 3 monthsOverall Purpose:To assist the Head of Planning and Principal Planning Officers (DM) to provide professional planning leadership and management of staff within the Development Management and Enforcement Teams in delivering all aspects of the Authority's planning function, with a clear emphasis on mentoring junior officers and continuous improvement, performance delivery and customer service.To assist the Head of Planning and Principal Planning Officers in attending Authority meetings, including Planning Access and Rights of Way Committee (PAROW), Audit and Scrutiny Committee and National Park Authority Meetings where necessary including Pre-committee meetings and Site Visits.Additional responsibilities;To sign off householder delegated applications and Planning Contravention Notices, to counter sign all other applications on behalf of the Authority, in accordance with the agreed Authority Scheme of Delegation.To assist and advise officers on all forms of planning and related matters including, but not limited to, major and/or complex planning applications, minor and householder applications, fringe applications, major infrastructure applications, listed building consents, conservation consents, advertisement consents, prior notification consents, conditions monitoring and enforcement cases.To assist and advise when appropriate, EIA screening and provide EIA screening and scoping opinions formally on behalf of the Authority.To assist in negotiating with agents, developers, internal consultees and statutory bodies in respect of all planning related work, including development plan preparation, planning applications, pre-application enquiries, the negotiation of Section 106 Agreements and providing design and sustainable development advice.Assist and advise with dealing with preliminary and formal pre-application enquiries in respect of major developments within the National Park and major developments on the fringes of the National Park.Providing guidance and advice to members of the public on planning matters and attendance at planning surgeries.To assist and advise on all types of planning Appeals and Examinations in Public, including the production of statements, statements of common ground and proof of evidence and appear as expert witness on behalf of the National Park Authority and to support the planning team members through appeal hearings, examinations and inquiries.To respond if necessary to formal complaints about the Planning Service on behalf of the Authority in line with the Authority's procedures and Ombudsman inquiries under the direction of the Planning and Heritage Manager.To assist with representing the Authority at Welsh Government meetings, the Planning Officer Society for Wales meetings, Three Parks meetings, Regional Planning Group meetings and Development Control Managers Forum meetings.To assist in responding to Welsh Government Consultations and requests and any other proposed changes to legislation or guidance on behalf of the Authority DRAFT COPY OF CONTRACT INCLUDING TERMS AND CONDITIONSDevelopment Manager Management Consultancy agreementBrecon Beacons National Park Authorityand[Name of Consultancy]1 CONTENTS1 Definitions and interpretation 12 Commencement and duration of engagement 63 Provision of services 65 Outside interests and protection of business interests 96 Fees 117 Expenses 128 Tax and National Insurance contributions 129 No employment or benefits 1310 Liability, indemnity and insurance 1311 Confidential Information 1412 Intellectual property 1513 Data protection, monitoring and freedom of information 1614 Anti-bribery and corruption 1815 Tax evasion facilitation prevention 1916 Obligations of the Authority 2117 Statements 2218 Termination 2219 Obligations on termination 2320 Restrictions on assignment/sub-contracting 2521 Notices 2622 Entire agreement 2623 Further assurance 2624 Variation 2625 Set off 2726 No partnership or agency 2727 Remedies and waiver 2728 Equitable relief 2729 Severance 2730 Legal expenses 2731 Third party rights 2833 Governing law 2834 Jurisdiction 29The Schedule 30THIS AGREEMENT is made on the date last signedPARTIES(1) Brecon Beacons National Park Authority whose office is at Brecon Beacons National Park, Authority, Plas y Ffynnon, Cambrian Way, Brecon LD3 7HP (the Authority); and(2) [Name of Consultancy], a company incorporated in England with registered number [insert Authority number] whose registered office is at [address] (the Consultancy).BACKGROUNDA The Authority wishes to engage the Consultancy to provide [insert description] services to the Authority on the terms and conditions of this Agreement.B The Consultancy is willing to provide [insert description] services to the Authority on the terms and conditions of this Agreement.THE PARTIES AGREE:1 Definitions and interpretation1.1 In this Agreement, unless the context requires otherwise, the following words and phrases have the meanings set opposite them:Agreement this Agreement including the schedule;Bribery Legislation the Bribery Act 2010, associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all applicable UK legislation, statutory instruments, regulations, codes and sanctions relating to anti-bribery and anti-corruption;Business Day a day other than a Saturday or Sunday, on which banks are open for normal business in Wales;Chief Executive the Chief Executive of the Authority;Commercial Opportunities any opportunities that may relate to the business of the Authority or any opportunities that the Chief Executive (acting reasonably) considers may be of benefit to the Authority and which have come into the knowledge of the Consultancy and/or the Individual at any time during the Engagement;Commencement Date [enter date] (notwithstanding the date(s) of execution of this Agreement);Confidential Information all information or data of a confidential or proprietary nature (in whatever form that may take including written form, electronically stored information, drawings, specifications, code, samples, prototypes) disclosed to or received by the Consultancy and/or the Individual (whether in writing, orally or by any other means) or to which the Consultancy and/or the Individual has access and whether or not labelled or designated as confidential and includes:(a) information relating to the products, services, business, proposed business, finances, transactions, workforce and affairs of the Authority for the time being confidential to the Authority,(b) Intellectual Property Rights of the Authority,(c) trade secrets (including price and cost information, business plans and programs, business opportunities, expansion plans, marketing surveys, research and development projects, formulae, inventions, designs, discoveries, know-how, methods, processes, techniques, other technical data, operating procedures, policies and practices relating to the business of the Authority and which are for the time being confidential to the Authority,(d) information relating to the business, finances, dealings, transactions and affairs of any client, customer or supplier of the Authority,(e) information in respect of which the Authority is bound by an obligation of confidentiality to a third party, and(f) any other information which is designated as confidential by the Authority or which because of its character or the circumstances or manner of its disclosure is evidently confidential;Deemed Employment Engagement an engagement to which Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies;Engagement the engagement of the Consultancy by the Authority in accordance with the terms of this Agreement;Fee the meaning given to it in Clause 6.1;Individual [Insert name and address of named individual];Insurance Policies commercial general liability insurance cover, employer's liability insurance cover and public liability insurance cover;Intellectual Property Rights any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, [the right to sue for passing off,] utility models, domain names and all similar rights and, in each case:(a) whether registered or not,(b) including any applications to protect or register such rights,(c) including all renewals and extensions of such rights or applications,(d) whether vested, contingent or future, and(e) wherever existing;Interest Rate two per cent. per annum above the base rate of the Bank of England base rate from time to time;Personal Data any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to:(a) an identifier such as a name, an identification number, location data or an online identifier, or(b) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual;Services the services defined in the schedule to this Agreement and such other services as may be agreed from time to time between the Consultancy and the Authority;Termination Date the date of termination of this Agreement for whatever reason;Work without limitation any and all works of authorship, products, materials, discoveries, inventions, research, processes, systems, programs (including software programs and source code), formulae, component lists, operating and training manuals, databases, instructions, manuals, brochures, catalogues, process descriptions, know-how, data, diagrams, charts, results, reports, information, methodologies, ideas, concepts, designs, documents, models, prototypes, sketches, drawings, plans, photographs, specifications and studies created or developed by the Consultancy and/or the Individual in providing the Services (either alone or jointly with others).1.2 In this Agreement:1.2.1 the schedule is incorporated into and forms part of this Agreement.1.2.2 any reference to this Agreement or to any other document will include its Schedules, appendices and annexes (if any) and any permitted variation or amendment to this Agreement or such other document;1.2.3 any reference to a Clause or Schedule is, except where expressly stated to the contrary, reference to the relevant Clause of or Schedule to this Agreement;1.2.4 the table of contents, background section and any Clause, Schedule or other headings and the use of bold type in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;1.2.5 a reference to any statute, statutory instrument, order, regulation or other similar instrument (including any EU order, regulation or instrument) will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before, on or after the date of this Agreement) for the time being in force, including all instruments, orders or regulations then in force and made under or deriving validity from that legislation;1.2.6 the words 'include', 'including', 'in particular' or any similar words and expressions will be construed as illustrative only and will not limit the sense of any word, phrase, term, definition or description preceding those words;1.2.7 the use of the singular includes the plural and vice versa and a reference to one gender includes a reference to the other gender;1.2.8 a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form [(excluding email)];1.2.9 a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;1.2.10 a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;1.2.11 a reference to a 'Authority' includes any Authority, corporation or other body corporate, wherever and however incorporated or established;2 Commencement and duration of engagementSubject to the terms of this Agreement, the Consultancy's engagement [will commence OR commenced] on the Commencement Date and will continue until the later of [insert date] or the completion of the Services to the satisfaction of the Authority, when it will automatically terminate. The Authority may at any time prior to the completion of the Services give to the Consultancy not less than 4 weeks' notice in writing terminating this Agreement.3 Provision of services3.1 During the Engagement, the Consultancy will, and (where appropriate) will procure that the Individual will:3.1.1 provide the Services to the Authority with all due care, skill and diligence and use its or the Individual's best endeavours to promote the interests of the Authority;3.1.2 provide the Services to the Authority on no fewer than 3 days per week, together with such additional time as may be necessary for the proper provision of the Services except that the Authority reserves the right to alter the number of days that it requires the Consultancy to provide the Services at its absolute discretion by giving to the Consultancy not less than one months' prior written notice of such alteration;3.1.3 keep the Chief Executive informed of progress on projects in which the Consultancy and/or the Individual is engaged by reference to the agreed milestones set out in the schedule and will produce all such information and reports in such form as the Chief Executive may require from time to time].3.2 The Consultancy acknowledges that the Authority will be relying upon its and the Individual's skill, expertise and experience in the provision of the Services and undertakes to the Authority that:3.2.1 it will, and will procure that the Individual will, provide the Services in the manner and to the standard specified by the Authority;3.2.2 all advice and information given, all representations and statements made, and all documents provided by the Consultancy and the Individual will be materially accurate and appropriate for their purpose;3.2.3 all intellectual property and information provided by the Consultancy and the Individual will be accurate and appropriate for its purpose; and3.2.4 the Individual has, and will continue to have, beneficial ownership of more than 50% of the issued share capital of the Consultancy, or the legal power to direct or cause the direction of the Consultancy's management3.3 The Consultancy will immediately notify the Authority if, for any reason, either it or the Individual is unable to provide the Services as required by the in accordance with Clause 3.1, specifying, in writing if so required by the Authority, the relevant reason or reasons.3.4 While the Consultancy's (and the Individual's) method of work is its own, the Consultancy will, and will procure that the Individual will, comply with the reasonable requests of the Chief Executive and will work and co-operate with any servant or agent or other consultant of the Authority as may be necessary for the provision of the Services.3.5 The Consultancy will not, and will procure that the Individual will not:3.5.1 hold itself and/or the Individual out as having authority to bind the Authority; nor3.5.2 have any authority to incur any expenditure in the name of or on behalf of the Authority,unless the Consultancy or the Individual has obtained the prior written consent of the Authority.3.6 The Consultancy will, at its own cost, keep any instruments, equipment, and/or computer equipment and electronic devices it or the Individual provides in relation to the provision of the Services in a safe and proper operating condition.3.7 Where the Consultancy is obliged to provide computer equipment in relation to the provision of the Services, it is a condition of this Agreement that:3.7.1 such computer equipment, including any storage devices and storage media used with it, are free of any virus or malware; and3.7.2 the Consultancy will, and will procure that the Individual will, on the Commencement Date and from time to time as required by the Authority, make such computer equipment available for audit by the Authority's information technology department, or equivalent person, for verification of Clause 3.7.1; and3.7.3 the Consultancy will not, and will procure that the Individual will not, connect such computer equipment to the Authority's computer network.3.8 Where necessary for the provision of the Services, the Authority will supply the necessary computer software for loading onto such computer equipment. All such computer software remains the Authority's property at all times and upon termination of this Agreement the Consultancy will, and will procure that the Individual will, surrender such software in accordance with the provisions of Clause 19 (Obligations on termination).3.9 The Consultancy will carefully select the Individual who will provide the Services and agrees that any breach or non-performance by the Individual of the obligations under this Agreement will constitute a breach or non-performance by the Consultancy.3.10 The Consultancy will, and will procure that the Individual will, promptly give to the Authority all information, documentation and materials as it may reasonably require from time to time in order for the Authority to determine from time to time whether the Engagement is a Deemed Employment Engagement and, if the Authority does so determine, in order for the Authority to comply with any obligation to deduct tax and National Insurance contributions (NICs) from the Fee. The Consultancy will also, and will procure that the Individual will also, promptly advise the Authority of any material change to any information, documentation or materials previously provided under this clause, and will also promptly give to the Authority any other information, documentation and/or materials which the Consultancy or the Individual considers (or ought reasonably to consider) relevant to determining whether the Engagement is a Deemed Employment Engagement.3.11 The Consultancy will, and will procure that the Individual will, comply with the Authority's status disagreement process, notified to the Consultancy from time to time, for resolving any disagreement over any determination made by the Authority as to whether the Engagement is a Deemed Employment Engagement.4 CHANGES TO THE AUTHORITY'S REQUIREMENTS4.1 The Authority shall notify the Consultancy of any material change to the Authority's requirement under this Contract.4.2 The Consultancy shall use its best endeavours to accommodate any changes to the needs and requirements of the Authority provided that it shall be entitled to payment for any additional costs it incurs as a result of any such changes. The amount of such additional costs to be agreed between the parties in writing.5 Outside interests and protection of business interests5.1 The Consultancy warrants that:5.1.1 neither the Consultancy nor the Individual will, as a consequence of entering into and performing this Agreement, be in breach of any express or implied terms of any contract, agreement or other arrangement with, or any obligation to, any third party binding upon the Consultancy and/or the Individual; and5.1.2 there is no contract, obligation, or other arrangement or interest that will or may give rise to any conflict of interest between the Consultancy and/or the Individual and the Authority in relation to the provision of the Services.5.2 The Consultancy will, and will procure that the Individual will, use all reasonable endeavours to avoid a conflict of interest arising between the Consultancy and/or the Individual and the Authority and the Consultancy undertakes to notify the Authority as soon as reasonably practicable should any actual or potential conflict of interest arise.5.3 Subject to Clauses 5.4 and 5.5, the Consultancy and the Individual and any of the Consultancy's directors may have any interest in or advise or act as a consultancy to any business provided that the Consultancy will not, and will procure that the Individual will not, during the period of the Engagement without the prior written consent of the Authority have a material financial interest in or undertake any other activities or accept other employment or engagement with any business which may interfere with or detract from the proper provision of the Services or prejudice the interests of the Authority or which involves employment with or the provision of services to any person, organisation or undertaking which is similar to or carries on or intends to carry on business in direct or indirect competition with the Authority. In the event of a conflict between the Consultancy's or the Individual's obligations to the Authority under this Agreement and obligations to any third party, obligations to the Authority will take precedence.5.4 The Consultancy will not, and will procure that the Individual will not, during the Engagement and for the period of 12 months after the Termination Date use, or otherwise turn to its or the Individual's advantage, it's or the Individual's knowledge of or any connection with any of the customers of or suppliers to the Authority which it or the Individual acquired during the Engagement so as to take any direct or indirect advantage of the business and other connections of the Authority except for the Authority's advantage except where the Consultancy (or any of its directors) has a pre-existing relationship with the customers or suppliers as at the Commencement Date.5.5 The Consultancy will not, and will procure that the Individual will not, receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of any goods or services supplied to or acquired by the Authority or any other business transacted by it and if it and/or the Individual does receive any such discount, rebate, commission or other benefit the Consultancy and/or the Individual will account to the Authority for it immediately.5.6 The Consultancy undertakes to the Authority:5.6.1 that, during the Engagement, it will, and will procure that the Individual will, take all reasonably practicable measures to offer (or cause to be offered) any Commercial Opportunities to the Authority.5.6.2 that it will, and will procure that the Individual will, offer (or cause to be offered) to the Authority any Commercial Opportunities referred to in this Clause 5.6 as soon as reasonably practicable after the Consultancy or the Individual becomes aware of the said Commercial Opportunities, and, in any case, prior to the said Commercial Opportunities being offered (or caused to be offered) by the Consultancy or the Individual to any third party.5.7 Neither the Consultancy nor the Individual will be required to disclose to the any Commercial Opportunities where such disclosure would be in breach of any duty of confidentiality or of any fiduciary duty owed by the Consultancy or the Individual to any third party.5.8 The Consultancy will not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed), whether as principal, employee, agent, consultancy or otherwise, either during the Engagement or at any time during the period of 3 months following the Termination Date directly or indirectly solicit or endeavour to solicit away from the Authority or employ or engage or be directly involved in the employment or engagement of any person with whom the Individual and/or the Consultancy has had dealings or contact (other than on a de minimis) basis in the course of the Engagement and who is at the Termination Date, or was at any time during the period of 3 months prior to the Termination Date, employed or engaged by the Authority in an executive and/or senior managerial capacity.5.9 The Consultancy acknowledges (having taken appropriate legal advice) that the provisions of this Clause are fair and reasonable and necessary to protect the goodwill and interests of the Authority and will constitute separate and severable undertakings given for the benefit of the Authority5.10 The Consultancy acknowledges and agrees that it will be obliged to draw the provisions of this Clause 5 to the attention of any third party who may at any time before or (where the restrictions apply after the Termination Date) after the Termination Date, offer to engage or go into business with the Consultancy and/or the Individual in any capacity and for whom or with whom the Consultancy and/or the Individual intends to work or go into business at any time within the period of 3 months following the Termination Date.5.11 The Consultancy warrants that the Individual has given undertakings to the Consultancy in the same terms as this Clause 5 and agrees to provide a copy of such undertakings to the Authority on or before the Commencement Date or, if later, the date on which the relevant individual starts to provide the Services.6 Fees6.1 The Authority will pay to the Consultancy, in consideration of the provision of the Services, a consultancy fee of PS[insert][ per day] [exclusive OR inclusive] of Value Added Tax (if applicable), less any deductions for tax or National Insurance contributions (NICs) as required by law in accordance with the determination made by the Authority as to whether the Engagement is a Deemed Employment Engagement (the Fee), within 30 days of receipt of an invoice submitted in accordance with Clause 6.2.6.2 The Consultancy will render monthly invoices in instalments as agreed between the Consultancy and the Authority from time to time to the Authority in respect of the Fee, which gives details of the hours that the Individual has worked, the Services that have been provided, the amount of the Fee payable plus any expenses approved by the Authority pursuant to clause 7 and, where the Consultancy is registered for VAT, will show any VAT separately.6.3 The Consultancy will keep time sheets showing the hours worked by the Individual in respect of the provision of the Services and will if so requested produce them to the Authority for accounting purposes.6.4 Where the Authority disputes in good faith on reasonable grounds any sum invoiced by the Consultancy, the Authority may withhold payment in respect of the amount under dispute, pending resolution of the dispute.6.5 If any invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest at the Interest Rate from the day after the due date for payment up to (and including) the date of payment of the invoice in full. If: (i) any sum invoiced by the Consultancy is disputed by the Authority in accordance with Clause 6.4 and (ii) the parties agree that such sum will not be payable by the Authority to the Consultancy, then interest will be deemed not to have accrued in respect of that sum.6.6 Payment by the Authority will be without prejudice to any claims or rights which the Authority may have against the Consultancy and/or the Individual and will not constitute any admission by the Authority as to the provision of the Services by the Consultancy and/or the Individual under this Agreement.6.7 The Authority will be entitled to deduct from the Fee (and any other sums) due to the Consultancy any sums that the Consultancy and/or the Individual may owe to the Authority at any time, including any sum under dispute in accordance with Clause 6.4.6.8 For the avoidance of doubt, in the event that no Services are required, or if the Consultancy fails to provide the Services via the provision of the Individual (whether by reason of illness, accident or other incapacity, or for any other reason), no Fee will be payable.7 ExpensesThe Consultancy will be responsible for all out-of-pocket incurred by it in the performance of its duties under this Agreement. For the avoidance of doubt the Consultancy will not be reimbursed separately for these expenses.8 Tax and National Insurance contributions8.1 The Consultancy will, as far as is required by law, be responsible for and will account to the appropriate authorities for all income tax liabilities and National Insurance contributions (NICs) or similar contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with fees paid and/or benefits provided as a result of the performance of the Services and/or any payment or benefit received by the Individual.8.2 Where the Engagement is a Deemed Employment Engagement, the Authority will be permitted to make any such deductions for tax or NICs from the Fee as required by law in accordance with the determination made by the Authority, as set out in Clause 6.1.8.3 If any claim, assessment or demand is made against the Authority for payment of any income tax or NICs or other similar contributions arising from or due in connection with either the performance of the Services or any payment or benefit received by the Consultancy and/or the Individual in respect of the Services, the Consultancy will, where such recovery is not prohibited by law, indemnify the Authority against any liability, claim, assessment or demand. The Consultancy will further indemnify the Authority against all costs and expenses and any penalty, fine or interest incurred or payable or paid by the Authority in connection with or in consequence of any such liability, assessment or claim.8.4 The indemnity in Clause 8.3 does not apply to any income tax or NICs deducted by the Authority if the Engagement is a Deemed Employment Engagement and the Authority makes the deductions from the Fee prior to payment to the Consultancy.8.5 The Authority may, at its sole discretion, satisfy the indemnity in Clause 8.3 (in whole or in part) by way of deduction from any payments to be made by the Authority to the Consultancy.8.6 The Consultancy warrants that it is not, nor will it prior to the cessation of this Agreement become, a managed service Authority within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.8.7 The Consultancy warrants that the Individual has a material interest in the Consultancy, within the meaning of section 51(3)-(4) of the Income Tax (Earnings and Pensions) Act 2003.9 No employment or benefits9.1 While acting as a consultant for the Authority, the status of the Consultancy will be that of an independent contractor and as such the Consultancy and/or the Individual and/or anyone else who works for the Consultancy will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from the Authority and nothing in the terms of this Agreement will render the Consultancy or the Individual an agent, officer, employee, worker or partner of the Authority and the Consultancy will not hold itself out as such, and will procure that the Individual will not hold [himself OR herself] out as such.9.2 The Consultancy will be fully responsible for and will indemnify the Authority for and in respect of any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual, anyone engaged by Consultancy and/or any Substitute against the Authority arising out of or in connection with the provision of the Services.10 Liability, indemnity and insurance10.1 The Consultancy will maintain in force at all times during the term of this Agreement and for a period of 6 years after the termination or expiry of this Agreement full and comprehensive Insurance Policies in respect of the provision of the Services.10.2 The Consultancy will ensure that the Insurance Policies are taken out in its name with reputable insurers acceptable to the Authority and that the level of cover and other terms of insurance are acceptable to and agreed by the Authority.10.3 The Consultancy will produce for inspection by the Authority on the Commencement Date and at any time on request by the Authority a copy of the Insurance Policies and/or relevant renewal confirmation.10.4 The Consultancy will notify the insurers of the Authority's interest and will (if possible) cause such interest to be noted on the Insurance Policies. The Consultancy will pay over to the Authority all insurance monies received by the Consultancy and/or the Individual under the Insurance Policies in relation to the loss, liability or costs (including any legal costs) incurred by the Authority as a result of the Consultancy's and/or the Individual's negligence or breach of the terms of this Agreement in relation to the provision of the Services.10.5 The Consultancy agrees to indemnify and keep indemnified the Authority against any loss or costs including legal costs (on an indemnity basis), charges and other expenses of any nature whatsoever incurred or suffered by the Authority whether direct or consequential (including such arising in consequence of a claim brought against the by one of its employees or a third party) in consequence of any breach of the undertakings in Clause 3.2 or of any of the terms of this Agreement and/or any negligence on the part of the Consultancy and/or the Individual in connection with the provision of the Services.11 Confidential Information11.1 Except in the proper performance of its obligations under this Agreement, the Consultancy will not, and will procure that the Individual will not, during the period of this Agreement or [at any time, without the prior written approval of the Authority, use for its or the Individual's own benefit or for the benefit of any other person, firm, Authority or organisation or directly or indirectly divulge or disclose to any person (and must use best endeavours, and will procure that the Individual will use best endeavours, to prevent publication or disclosure of) any Confidential Information which has come, or may come, to the Consultancy's or the Individual's knowledge during or in connection with the Engagement.11.2 The Consultancy will not, and will procure that the Individual will not, during the period of this Agreement make (otherwise than for the benefit of the Authority) any notes, memoranda, records, tape recordings, computer programs or any other form of record relating to any matter within the scope of the business of the Authority or concerning any of the dealings or affairs of the Authority11.3 The restrictions contained in this Clause 11 will not apply to:11.3.1 any Confidential Information which is already in or (otherwise than through the Consultancy's or the Individual's unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; and11.3.2 any use or disclosure authorised by the Authority or required by law.11.4 The Consultancy warrants to the Authority that the Individual has given or will give written undertakings, in the same terms as those contained in this Clause 11, to the Consultancy and agrees to provide a copy of such undertakings to the Authority on or before the Commencement Date or, if later, the date on which the Individual starts to provide the Services.12 Intellectual property12.1 The Consultancy warrants to the Authority that it:12.1.1 has obtained from the Individual a written and valid transfer in favour of the Consultancy by way of present and future assignment with full title guarantee of all the Intellectual Property Rights in the Work:(a) existing anywhere in the world;(b) relating to their use in any sector and for any purpose;(c) for the full term of such rights and any renewals;(d) including (with effect from their creation) all Intellectual Property Rights in Work created or developed in future by the Individual in respect of the Services.12.1.2 has obtained from the Individual a written waiver in favour of the Consultancy of their moral rights in the Work under the Copyright Designs and Patents Act 1988 (and all analogous legislation worldwide) to the extent permitted by law;and the Consultancy agrees to provide to the Authority a copy of the above transfer(s) and waiver(s) on or before the Commencement Date or, if later, the date on which the relevant individual starts to provide the Services.12.2 In consideration of the Authority paying the Fee to the Consultancy, the Consultancy hereby transfers to the Authority by way of present and future assignment with full title guarantee all the Intellectual Property Rights in the Work:12.2.1 anywhere in the world;12.2.2 in any sector and for any purpose;12.2.3 for the full term of such rights and any renewals;12.2.4 including (with effect from their creation) all Intellectual Property Rights in Work created or developed in future by the Consultancy and/or the Individual in respect of the Services.12.3 For Work in respect of which Intellectual Property Rights are assigned to the Authority pursuant to Clause 12.2, the Consultancy will waive its, and will procure the waiver by all third parties of their, moral rights in such Work under the Copyright, Designs and Patents Act 1988 (and all analogous legislation worldwide) to the extent permitted by law.12.4 The Consultancy will, at the expense of the Authority, at any time either during or after the Engagement give assistance and do all acts and things as may be in the opinion of the Authority necessary or desirable to give the full benefit of this Agreement to the Authority including registration of the Authority as applicant or (as applicable) proprietor of the Intellectual Property Rights; and assisting the Authority in obtaining, defending and enforcing the Intellectual Property Rights, and assisting with any other proceedings which may be brought by or against the Authority against or by any third party relating to the Intellectual Property Rights. The Consultancy confirms that the Individual has given or will give written undertakings in the same terms to the Consultancy and agrees to provide a copy of such undertakings to the Authority on or before the Commencement Date or, if later, the date on which the relevant individual starts to provide the Services.12.5 The Consultancy hereby irrevocably and by way of security appoints the Chief Executive for the time being of the Authority to be its attorney for the purposes of the Powers of Attorney Act 1971, with authority to do all such things and to execute all such documents in its name and on its behalf, as may be necessary to secure that the full benefit and advantage of Clauses 12.2, 12.3 and 12.4 of this Agreement and a letter signed by any officer of the Authority certifying that any thing or any document has been done or executed within the authority conferred by this clause will be conclusive evidence of it.12.6 The Consultancy warrants that it will not in the course of providing the Services infringe the Intellectual Property Rights of any other person. The Consultancy confirms that the Individual has given a written warranty in the same terms to the Consultancy and agrees to provide a copy of such warranty to the Authority on or before the Commencement Date or, if later, the date on which the relevant individual starts to provide the Services.12.7 The Consultancy will indemnify and keep indemnified and hold harmless the Authority from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Authority as a result of or in connection with any action, demand or claim that any of the Intellectual Property Rights or Work provided under this Agreement infringe the intellectual property rights of any third party.13 Data protection, monitoring and freedom of information13.1 In order for the Authority to enter into and perform its obligations under this Agreement, the Consultancy will provide the Authority with certain personal data relating to the Individual that the Authority will process in accordance with the Authority's data protection privacy notice that will be issued to the Individual.13.2 The Consultancy will comply, and will procure that the Individual complies, with the Authority's data protection policies and other relevant policies, including in relation to criminal records information, internet, email and communications, information security, bringing your own device (BYOD).13.3 Without prejudice to the generality of Clause 13.2, the Consultancy will, and will procure that the Individual will, in relation to any Personal Data processed in connection with the Engagement:13.3.1 co-operate fully with the Authority in order to enable the Authority to comply with its obligations under applicable data protection legislation;13.3.2 keep the Personal Data confidential;13.3.3 implement and maintain appropriate technical and organisational measures, reviewed and approved by the Authority if it so requires, to protect against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of, or damage to, Personal Data;13.3.4 process any Personal Data disclosed to the Consultancy and/or the Individual by or on behalf of the Authority only:(a) on the written instructions of the Authority;(b) for the purposes of providing the Services; and(c) for the purposes for which that Personal Data was obtained and is processed by the Authority;13.3.5 maintain complete and accurate records and information to demonstrate compliance with applicable data protection legislation and immediately provide such evidence of compliance by the Consultancy and/or the Individual with the obligations under this Clause 13.3 as the Authority may from time to time reasonably request;13.3.6 immediately upon notification by the Authority, take all appropriate action to enable the Authority to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Data;13.3.7 immediately notify the Authority of any data breach relating to Personal Data or any communication which relates to the Authority's or the Consultancy's compliance with applicable data protection legislation about which the Consultancy and/or the Individual becomes aware; and13.3.8 at the Authority's written request, delete or return all Personal Data and any copies on termination of the Engagement, unless required to store the Personal Data under applicable data protection legislation;13.4 The Authority will process Personal Data and sensitive personal data (also known as 'special categories of personal data') and criminal records data relating to the Individual in accordance with its data protection policy and its criminal records information policy and the data protection privacy notice to be provided to the Individual.13.5 The Authority may monitor the activities of all staff (including consultants providing services to it) in accordance with its policies relating to email, internet and communications systems and monitoring at work.13.6 The Consultancy acknowledges that the Authority is subject to the requirements of the Freedom of Information Act 2000 (the FOIA) and the Environmental Information Regulations 2004 (the EIRs) and that, in accordance with the Authority's obligations under the FOIA and the EIRs, the Authority may be required to disclose confidential information or Personal Data about the Individual.13.7 In the event that the Authority receives a request for information pursuant to FOIA or the EIRs, the Consultancy acknowledges that responsibility for determining whether the information requested should be disclosed or may be withheld in accordance with FOIA or the EIRs lies with the Authority at its absolute discretion.13.8 The Authority will inform the Consultancy as soon as reasonably practicable of the receipt of any request for information that may include personal data about the Individual, and will consider whether it has a lawful basis for disclosing the Individual's personal data (and, if applicable, whether it can rely on a specific condition for disclosing the Individual's special categories of personal data) in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.14 Anti-bribery and corruption14.1 The Consultancy will, and will procure that the Individual will:14.1.1 comply with the Bribery Legislation;14.1.2 not engage in any activity, conduct or practice which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, conduct or practice had been carried out in the United Kingdom;14.1.3 comply with the Authority's Anti-bribery and Corruption Policy, and Gifts and Hospitality Policy14.1.4 ensure that it has in place adequate procedures to ensure compliance with the Bribery Legislation and comply with any Authority policies relating to prevention of bribery and corruption (as updated from time to time).14.2 Without limitation to the above sub-clause, neither party will make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such bribe or other improper payment to be made or received on its behalf, either in the United Kingdom or elsewhere, and each party will implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.14.3 Each party will[ use all reasonable endeavours to ensure that:14.3.1 all of that party's personnel;14.3.2 all others associated with that party; and14.3.3 all of that party's subcontractorsinvolved in performing the Services or with this Agreement comply with the obligations set out in Clauses 14.1 and 14.2.14.4 In this Clause 14, the expressions 'adequate procedures' and 'associated' will be construed in accordance with the Bribery Act 2010 and documents published under it.15 Tax evasion facilitation prevention15.1 For the purposes of this Clause 15:15.1.1 the expressions 'Associated With', 'Prevention Procedures', 'UK Tax Evasion Offence' and 'Foreign Tax Evasion Offence' will be construed in accordance with Part 3 of the Criminal Finances Act 2017 (CFA 2017) and guidance published under it;15.1.2 Corporate Failure to Prevent Offence means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion.15.1.3 Consultancy Associated Persons means all or any of the following:(a) persons Associated with the Consultancy (Consultancy's Associates); and(b) persons Associated With any of the Consultancy's Associates;in each case, involved in performing services for the Consultancy or on the Consultancy's behalf in connection with the Services and this Agreement.15.2 The Consultancy will ensure that the Consultancy and the Consultancy Associated Persons will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including the Authority, of a:15.2.1 Corporate Failure to Prevent Offence;15.2.2 UK Tax Evasion Offence; or15.2.3 Foreign Tax Evasion Offencein connection with the performance of the Services and this Agreement.15.3 The Consultancy will not and will ensure that all Consultancy Associated Persons will not, solicit or engage with or take steps to solicit or engage with any person Associated With the Authority to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with the performance of the Services and this Agreement.15.4 The Consultancy will, and will procure that Consultancy Associated Persons will, pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by the Consultancy and/or any Consultancy Associated Persons in connection with the performance of the Services and this Agreement or otherwise.15.5 Without prejudice to Clause 15.2, the Consultancy will ensure that:15.5.1 the Consultancy and all relevant Consultancy Associated Persons have in place such Prevention Procedures as it is reasonable in all the circumstances to expect the Consultancy and such persons to have in place to prevent any breach of this Clause 15 and the Consultancy will provide the Authority on request with copies of these policies (and prompt notice of any material changes to the same from time to time); and15.5.2 the Consultancy and all relevant Consultancy Associated Persons will comply with the Authority's Prevention Procedures as notified to the Consultancy from time to time.15.6 The Consultancy warrants and represents that Consultancy has not, and no Consultancy Associated Person has:15.6.1 been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;15.6.2 received any court orders, warrants or oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or15.6.3 received any report (including a report from auditors, any Consultancy Associated Person or any other person) or discovered any evidence suggesting that the Consultancy or any Consultancy Associated Person has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.15.7 The Consultancy must immediately notify the Authority as soon as the Consultancy becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this Clause 15.16 Obligations of the Authority16.1 During the Engagement the Authority will afford the Consultancy and the Individual such access to its premises during its normal working hours only and to information, records and other materials of the Authority as may be necessary to enable the Consultancy and the Individual to provide the Services.16.2 The Authority will:16.2.1 advise the Consultancy and the Individual of the rules and regulations from time to time in force for the conduct of personnel at its premises and the Consultancy will ensure that the Individual complies with any such rules and regulations;16.2.2 make available such working space and facilities at its premises as the Consultancy and the Authority agree are necessary for the Consultancy and the Individual to provide the Services; and16.2.3 confer with the Consultancy and the Individual to schedule work to the best convenience of both parties, and the Authority will give as much advance notice as possible of any specific project which it wishes the Consultancy and/or the Individual to undertake and of its likely duration.16.3 The Authority will supply free of charge such materials, instruments or equipment as the Authority deems necessary for the Consultancy and the Individual to provide the Services.16.4 The Authority will communicate to the Consultancy on the Commencement Date the identity of the person(s) or the department within the Authority who will act as the sole contact point and channel of communication for the provision by the Consultancy of the Services during the Engagement. The Authority will inform the Consultancy immediately any change in the identity of such person(s) or department.17 StatementsThe Consultancy will not, and will procure that the Individual will not, without the prior written consent of the Authority, such consent not to be unreasonably withheld, at any time whether during the Engagement or at any time after it ends make any public statement in relation to the Authority or its businesses, affairs, customers or clients or officers and employees and will not after the Termination Date represent itself and/or the Individual, and will procure that the Individual will not represent the Individual, as continuing to be engaged by or connected with the Authority except that this Clause will not prevent the Consultancy at any time acknowledging the fact that it is or has been working with the Authority.18 Termination18.1 Notwithstanding the provisions of Clause 2, and subject to Clause 18.2, the Authority may terminate this Agreement with immediate effect without liability to pay any fees, compensation or damages by written notice to the Consultancy if, at any time:18.1.1 except in the circumstances set out in Clause 18.1.4, the Consultancy or the Individual commits any serious or repeated breach or non-observance of any of the terms or conditions of this Agreement; or18.1.2 the Consultancy and/or the Individual is in the reasonable opinion of the Chief Executive negligent or incompetent in the performance of the Services; or18.1.3 the Consultancy and/or the Individual is guilty of any act of fraud or dishonesty or acts in any manner which, in the opinion of the Chief Executive, brings or is likely to bring the Individual, the Consultancy and/or the Authority into disrepute and/or is materially adverse to the interests of the Authority; or18.1.4 the Individual is prevented by illness, injury or otherwise from providing the Services for an aggregate period of 10 Business Days in any period of 6 months.18.1.5 a bankruptcy order is made against the Individual or the Individual compounds with or enters into any voluntary arrangement with creditors such that in the opinion of the Chief Executive the Consultancy is no longer able to provide the Services; or18.1.6 the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) which, in the opinion of the Chief Executive materially affects the Consultancy's ability to perform the Services]; or18.1.7 the Consultancy makes a resolution for its winding up, makes a formal arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made, or an administrator or receiver is appointed in relation to the Consultancy such that in the opinion of the Chief Executive the Consultancy is no longer able to provide the Services; or18.1.8 any of the warranties set out in this Agreement being found to be materially and significantly inaccurate, misleading or untrue18.1.9 the Individual ceases for whatever reason from acting as an officer of the Consultancy.18.2 Neither party will be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies , labour disputes of whatever nature and any other reason beyond the control of either party (each a Force Majeure Event). If either party is unable to perform its duties and obligations under this Agreement as a direct result of a Force Majeure Event, that party will give written notice to the other of the inability stating the reason in question. The operation of this Agreement (including Clause 18.1) will be suspended during the period (and only during the period) during which the Force Majeure Event continues and the Consultancy will be paid any of the Fee which is outstanding at the commencement of that suspension forthwith, pro-rata. Immediately upon the Force Majeure Event ceasing to exist the party relying upon it will give written notice to the other of this fact If the Force Majeure Event continues for a period of more than 30 days and substantially affects the commercial basis of this Agreement, the party not claiming relief under this Clause 18.2 will have the right to terminate this Agreement upon giving 14 days' written notice of such termination to the other party.19 Obligations on termination19.1 The Consultancy will, and will procure that the Individual will, immediately on the termination of this Agreement for any reason and at the request of the Authority at any time during the Engagement surrender to a person duly authorised by the Authority all computer programs, reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) any keys and any other property of the Authority or its business contacts that have been made or received by the Consultancy and/or the Individual during the course of providing the Services (whether under the terms of this Agreement or any other agreement or arrangement between the Authority and the Consultancy) and which are in the Consultancy's and/or the Individual's possession or under the Consultancy's and/or the Individual's control and which are the property of the Authority.19.2 Immediately on the termination of this Agreement for any reason the Consultancy will, and will procure that the Individual will, having first returned the information to the Authority as required by Clause 19.1, irrevocably delete any remaining information relating to the business of the Authority stored in any magnetic or optical drive or memory and all matter derived from such sources which is in its possession or under its control and is outside the premises of the Authority.19.3 On the termination of this Agreement, the Consultancy will, and will procure that the Individual will provide a signed statement that it has and the Individual has fully complied with this Clause 19 and make any optical disc or memory available to the Authority in order to verify the Consultancy's and the Individual's compliance with Clause 19.2.19.4 If, during the Engagement or on or after termination or expiry, or partial termination or expiry, of this Agreement, any contract of employment or engagement of any Person will have effect, or is claimed to have effect, as if originally made between (i) the Authority and such Person or (ii) any Replacement Consultancy and such Person, by operation of TUPE or otherwise, then:19.4.1 the Consultancy will indemnify and keep indemnified the Authority and any Replacement Consultancy against all Losses suffered or incurred by the Authority and/or any Replacement Consultancy in connection with the employment or engagement (whether deemed or alleged) of any Person or the termination of the employment or engagement (whether deemed or alleged) of any Person, in respect of any period before or after the Relevant Date; and19.4.2 the Consultancy will, if so requested by the Authority, promptly enter into an appropriate deed of indemnity with any Replacement Consultancy on the same terms as those which appear in this Clause 19.4 in order to give effect to the indemnity contained in Clause 19.4.1 and will indemnify and keep indemnified the Authority against any Losses which arise from a failure to do so, including for the avoidance of doubt, any Losses which may arise under any back-to-back indemnity provided by the Authority to any Replacement Consultancy to confer the benefit of the indemnity in Clause 19.4.1 on such party.19.5 For the purposes of Clause 19.4, unless the context otherwise requires, the following words and phrases have the meanings set opposite them:Losses all and any losses, costs, fines, penalties, awards, charges, damages, liabilities, expenses (including legal expenses), actions, proceedings, claims or demands on a full indemnity basis;Person any individual employed or engaged by or formerly employed or engaged by the Consultancy in connection with the provision of the Services under this Agreement including for the avoidance of doubt the Individual;Relevant Date in respect of any Person the date of a Relevant Transfer from the Consultancy to the Authority or any Replacement Consultancy;Relevant Transfer a relevant transfer for the purposes of TUPE;Replacement Consultancy any person, firm, Authority or other entity which may, either during, or on or after the termination or partial termination of this Agreement be engaged by the Authority to provide the Services or any part of the Services (or services which formerly comprised part of the Services or any part of such services);TUPE Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended, re-enacted or extended from time to time.20 Restrictions on assignment/sub-contractingThe Authority may freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under this Agreement to any Local Authority with which it may merge or to any Local Authority to which it may transfer its assets and/or undertaking, provided that it gives prior written notice to the Consultancy. The Consultancy may not assign this Agreement or any of its rights and obligations under it except in the circumstances set out in Clause 4 above without the prior written consent of the Authority. Where such consent is given, the Consultancy will not be relieved of liability for any non-performance by any assignee, agent or sub-contractor. Notwithstanding any sub-contracting, the Consultancy will remain primarily responsible for the acts and omission of its agents or sub-contractors as though such acts or omissions were its own.21 Notices21.1 Notices under this Agreement shall be in writing and sent to a party's address as set out on the first page of this Agreement). Notices may be given, and shall be deemed received:21.1.1 by first-class post: two Business Days after posting;21.1.2 by hand: on delivery;21.2 This clause does not apply to notices given in legal proceedings or arbitration.21.3 A notice given under this Agreement is not validly served if sent by email or facsimile.22 Entire agreement22.1 The parties agree that this Agreement and any documents entered into pursuant to, together with the undertakings from the Individual to the Consultancy referred to in Clause 5.13 above, constitutes the entire agreement between them relating to the Engagement and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.22.2 Each party acknowledges that it has not entered into this Agreement, or any documents entered into pursuant to in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.22.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.23 Further assuranceEach party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.24 VariationNo variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party, except where the Authority determines it appropriate to vary the Engagement's status as a Deemed Employment Engagement.25 Set offExcept as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.26 No partnership or agencyNothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.27 Remedies and waiverAny remedy or right conferred upon the Authority for breach of this Agreement will be in addition to and without prejudice to all other rights and remedies available to it. No failure, delay or omission by the Authority in exercising any remedy, right, power or privilege under or in relation to this Agreement will operate as a waiver of that or any other right, power, remedy or privilege of the Authority, nor will any single or partial exercise of any right, power, remedy or privilege preclude any other or further exercise of that or any other right, power, remedy or privilege.28 Equitable reliefEach party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.29 SeveranceIf any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.30 Legal expensesEach party to this Agreement will be responsible for their own legal and other costs and expenses in connection with the negotiation, preparation, execution and implementation of this Agreement.31 Third party rights31.1 The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no person other than the Authority and the Consultancy will have any rights under it other than in respect of Clauses 3 (Provision of Services), 5 (Outside interests and protection of business interests), 8.3 and 8.5 (Tax indemnity), 9.2 (Indemnity for employment claims), 10.1 (Liability of Consultancy and insurance), 10.4 (Indemnification of the Authority), 10.6 (General indemnity), 11 (Confidential information), 17 (Statements), 19.1 (Return of property) and 19.2 (Deletion of information)], which will be enforceable by any Group Authority against the Consultancy]. For the avoidance of doubt the terms of this Agreement may be varied, amended or modified (whether in whole or in part) or this Agreement may be suspended, cancelled, terminated by agreement in writing between the Authority and the Consultancy or this Agreement may be rescinded in each case without the consent of any Third Party.31.2 For the purposes of this Clause a 'Third Party' means any person who is not a party to this Agreement.32 Exit Plan32.1 As part of the life cycle of the contract an exit plan ("the Exit Plan") will be prepared to allow the smooth closure (or transfer) of the contracted activities as set out in the Second Schedule32.2 The Authority and the Consultant shall jointly agree a plan for communicating with all partners, the Authority's and the Consultants employees during any exit period as a part of the Exit Plan. The Plan shall set out the most effective vehicles for such communications and the assignment of responsibility to the party best placed to manage such communications.32.3 Arrangements for communication with the Authority and the Consultant's partners and employees shall be made so as to avoid any detrimental impact upon the parties' respective business as a result of undertaking any transfer contemplated by the Exit Plan.32.4 The parties to the contract shall share the responsibility for release of information in connection with the Exit Plan.33 Governing lawThis Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Wales.34 JurisdictionThe parties irrevocably agree that the courts of Wales shall have jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).Each party is signing this agreement on the date stated below that party's signature. This agreement will become effective when all parties have signed it. The date of this agreement will be the date this agreement is signed by the last party to date it (as indicated by the date associated with that party's signature).AGREED by the parties....................................................................................SIGNED SIGNED...................................................SIGNEDBy its authorised signatory for and on behalf of Brecon Beacons National Park Authority for and on behalf of [insert name] by two Directors/Director and SecretaryDated: .................................Dated: .................................THE SCHEDULETemporary Consultant DM Manager3 days per week for 6 months with a review after 3 monthsOverall Purpose:* To assist the Head of Planning and Principal Planning Officers (DM) to provide professional planning leadership and management of staff within the Development Management and Enforcement teams in delivering all aspects of the Authority's planning function, with a clear emphasis on mentoring junior officers and continuous improvement, performance delivery and customer service.* To assist the Head of Planning and the Principal Planning Officers in attending Authority meetings including, Planning Access and Rights of Way Committee, Audit and Scrutiny Committee meetings and National Park Authority meetings where necessary including pre committee meetings and PAROW site visits.Additional Responsibilities* To sign off householder delegated applications and Planning Contravention Notices, to counter sign all other applications on behalf of the Authority, in accordance with the agreed Authority Scheme of Delegation.* To assist and advise officers on all forms of planning and related matters including, but not limited to, major and/or complex planning applications, minor and householder applications, fringe applications, major infrastructure applications, listed building consents, conservation consents, advertisement consents, prior notification consents, conditions monitoring and enforcement cases.* To assist and advise when appropriate, EIA screening and provide EIA screening and scoping opinions formally 'on behalf of the Authority.* To assist in negotiating with agents, developers, internal consultees and statutory bodies in respect of all planning related work, including development plan preparation, planning applications, pre-application enquiries, the negotiation of Section 106 Agreements and providing design and sustainable development advice.* Assist and advise with dealing with preliminary and formal pre-application enquiries in respect of major developments within the National Park and major developments on the fringes of the National Park.* Providing guidance and advice to members of the public on planning matters and attendance at planning surgeries.* To assist and advise on all types of planning Appeals and Examinations in Public,, including the production of statements, statements of common ground and proof of evidence and appear as expert witness on behalf of the National Park Authority and to support the planning team members through appeal hearings, examinations and inquiries.* To respond if necessary to formal complaints about the Planning Service on behalf of the Authority in line with the Authority's procedures and Ombudsman inquiries under the direction of the Head of Planning.* To assist with representing the Authority at Welsh Government meetings, the Planning Officer Society for Wales meetings, Three Parks meetings, Regional Planning Group meetings and Development Control Managers Forum meetings.* To assist in responding to Welsh Government Consultations and requests and any other proposed changes to legislation or guidance on behalf of the AuthorityTHE SECOND SCHEDULEExit PlanIntroduction1. It is in the interests of both parties to a contract to have a clearly defined exit strategy - it removes uncertainty, reduces risk and helps develop a strong relationship. Uncertainty over the exit roles and responsibilities, scope, cost and duration make it difficult to achieve a smooth exit that provides value for money for the Authority and risk reduction for the both the Authority and the Consultancy.2. The Exit Plan should be reviewed periodically during the contract, and it will probably evolve, making changes necessary as the contract progresses and begins to near its completion.The objective of the Exit Plan is to ensure:* An orderly and smooth termination of the contracted activities leading to the completion of the contract and its outcomes at the expiry of the contract or if in exceptional circumstances, where the contract is terminated immediately or early.* A plan for communicating with all partners and employees during the exit period, in ways that avoid any detrimental impact on respective business resulting from the termination.Key requirements are:* That the responsibilities of both parties to the contract are clearly defined in the event of expiry or termination and the Plan should be known and understood by all delivery partners* The Plan should identify what action will be taken by all parties in the case of an immediate or early termination of the contract and actions to be taken as the contract reaches its normal completion date. It should confirm what is owned by whom at the end of the contract/termination e.g. data, IPR, assets. It should also Identify:o what information will be provided by the Consultancy, when and under what circumstances to allow effective due diligence, if appropriateo What access to procedures, systems and people will be allowed by the contractor to the Authority and when and how.o What active support will be provided by the Consultancy to support the cessation of the contract?o How long the transition period/support requirement will take.o Who pays for what, when and how?Documentation and Access* The Consultancy shall provide the Authority on request with information and documentation reasonably necessary to assist with the cessation of the contract. The Consultancy shall co-operate with all reasonable requests made by the Authority relating to the contract activities.The Exit Plan should include key activities and decision to be taken for three scenarios: immediate exit, early exit and completion of the contract.This notice has been sent as a region specific notice. If you did not receive an alert about this you are not based in the specific region selected by the buying authority. Questions on why this was sent as a region specific notice should be sent to the buying authority.(WA Ref:115231)

Publication & Lifecycle

Open Contracting ID

ocds-kuma6s-115231

Publication Source

Sell2Wales

Latest Notice

https://www.sell2wales.gov.wales/search/search_switch.aspx?ID=115231

Current Stage

Tender

All Stages

Tender

Procurement Classification

Notice Type

S2W Notice - Website Invitation to Tender Notice

Procurement Type

Standard

Procurement Category

Services

Procurement Method

Open

Procurement Method Details

Not specified

Tender Suitability

Not specified

Awardee Scale

Not specified

Common Procurement Vocabulary (CPV)

CPV Divisions

71 - Architectural, construction, engineering and inspection services

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CPV Codes

71356400 - Technical planning services

Notice Value(s)

Tender Value

Not specified

Lots Value

Not specified

Awards Value

Not specified

Contracts Value

Not specified

Notice Dates

Publication Date

12 Nov 20214 years ago

Submission Deadline

19 Nov 2021Expired

Future Notice Date

Not specified

Award Date

Not specified

Contract Period

Not specified - Not specified

Recurrence

Not specified

Notice Status

Tender Status

Not Specified

Lots Status

Not Specified

Awards Status

Not Specified

Contracts Status

Not Specified

Contracting Authority (Buyer)

Main Buyer

BRECON BEACONS NATIONAL PARK AUTHORITY

Contact Name

Marc Ronan

Contact Email

marc.ronan@beacons-npa.gov.uk

Contact Phone

+44 7977944323

Buyer Location

Locality

BRECON

Postcode

LD3 7HP

Post Town

Llandrindod Wells

Country

Wales

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Major Region (ITL 1)

TLL Wales

Basic Region (ITL 2)

TLL4 Mid and South West Wales

Small Region (ITL 3)

TLL41 Mid Wales

Delivery Location

Not specified

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Local Authority

Powys

Electoral Ward

Brecon East

Westminster Constituency

Brecon, Radnor and Cwm Tawe

Notice URLs

• http://www.beacons-npa.gov.uk/