WESTMINSTERCITY COUNCIL
and
HAYS SPECIALIST RECRUITMENT LIMITED
CONTRACT FOR THE PROVISION OF A TEMPORARY AGENCY CONTRACTOR SERVICE
Sharpe Pritchard
Elizabeth House
Fulwood Place
London
WC1V 6HG
Tel: 020 7405 4600
Ref: 1602/365

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Page 1

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THIS AGREEMENT made the day of Two Thousand and Eight

BETWEEN HAYS SPECIALIST RECRUITMENT LIMITED (company number 975677) whose registered office is situated at 250 Euston Road, London NW1 2AF (hereinafter called "the Contractor") of the one part and THE LORD MAYOR AND CITIZENS OF THE CITY OF WESTMINSTER of Westminster City Hall, Victoria Street, London SW1E 6QP(hereinafter called "the City Council") of the other part

WHEREAS

(A)The City Council wish to have provided certain services briefly described as the supply of temporary workers and, when required by the City Council, the provision of recruitment services in respect of permanent staff (“the Services”) upon the terms and conditions contained in this Agreement and the contract documentation set out in the Schedules to this Agreement. For the avoidance of doubt the charges relating to the provision of permanent staff shall be agreed between the parties.

(B)The Contractor shall carry out the services in accordance with this Agreement and the Contract Documents for a period beginning on the date of this Agreement and ending on 2 April 2011 (the “Contract Period”) with an option to extend the Contract Period for a period or periods of up to a further 2 years in accordance with Clause 15 below. The contract price to be paid by the City Council to the Contractor will be as more particularly set out in the contractor payment schedule attached as Annex A to Schedule One of this Agreement.

(C)The City Council and the Contractor have agreed to enter into this Agreement for the purposes of recording all agreed terms and which are contained in the documents set out in the Schedules and annexed hereto (which documents are hereby incorporated into this Agreement and together referred to as the “Contract Documents”).

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IT IS AGREED AS FOLLOWS:

1.THE Contractor shall carry out the Services in accordance with the Contract Documents.

2.IN consideration of the Contractor carrying out the Services in accordance with the Contract Documents, the City Council shall pay to the Contractor such sum or sums as shall become due to the Contractor in accordance with the Contract Documents.

  1. THE Contractor shall be deemed to have entered into this Agreement with full knowledge of the Contract Documents which are annexed hereto and the terms and provisions thereof shall be as binding upon the Contractor and the City Council as if the same had been specifically repeated herein and shall be read as part of this Agreement which supersedes all prior agreements, arrangements and undertaking between the Contractor and the City Council and constitutes the entire Agreement between the parties relating to the provision of the Services.
  1. THIS Agreement and the Contract Documents shall be read and taken together. In the event of there being any conflict between this Agreement and the Contract Documents, the following order of precedence shall apply:-

1.this Agreement;

2.the City Council’s Specification attached at Schedule One together with Annexes A-G;

3.the correspondence attached at Schedule Two;

4.Hays Best and Final Offer attached at Schedule Three

5.the terms and conditions signed by the London Borough of Haringey and the Contractor set out at Schedule Four (the “Haringey terms and conditions”).

  1. IN the Contract Documents, any reference to the London Borough of Haringey shall where applicable refer to the City Council.
  1. Payments made to the Contractor by the City Council under the terms of this Agreement are not an admission that the Contractor has complied with the conditions of the Agreement.
  1. In relation to the fee for the recruitment of temporary workers to permanent or fixed term employment, the Contractor shall ensure that where applicable the charges outlined in Annex B of Schedule One will apply.
  1. The Contractor shall not be entitled to and the City Council shall not be obliged to pay any invoices under the terms of this Agreement where the Contractor has failed to provide adequate reports and/or information in relation to the services provided which are the subject of the invoice submitted.
  1. Without prejudice to any other rights or remedies of the City Council whether in contract, tort or under statute, the City Council shall be entitled to withhold or reduce, or make deductions from, the Contract Price:–

9.1.1 pursuant to Clause 16 (Performance Default) of the Haringey terms and conditions;

9.2.2 where the Contractor has been overpaid by the City Council by virtue of an error or fraudulent conduct by a City Council employee, agent or fellow contractor;

9.3.3 where the City Council has suffered financial loss by virtue of the Contractor overpaying a third party including, without limitation, where the Contractor in the course of carrying out its obligations under the Contract makes an overpayment of salary or makes duplicate credit payments.

10.Without prejudice to any other rights the City Council has under this Agreement, the City Council may require the Contractor to provide records and information relating to the provision of the Service within 2 business days of written notice.

11.1The Contractor shall comply with the standards set out in the Key Performance Indictor schedule set out at Annex F to Schedule One of the Agreement (“KPIs”).

11.2For the avoidance of doubt, a persistent or material failure to achieve one or more of the KPIs may constitute a performance default in accordance with Clause 16.1 of the Haringey terms and conditions.

  1. For the avoidance of doubt, any reference to legislation, regulations and/or policies in the Contract Documents shall mean legislation, regulations and/or policies from time to time in force, unless otherwise stated to the contrary.
  1. Without prejudice to Clause 14 and 15 of the Haringey terms and conditions, the Contractor will maintain in force the following insurance policies for the duration of this Agreement:

Employers’ liability - £5 million

Public liability - £2 million

Professional indemnity - £1 million

  1. Without prejudice to Clause 15 of the Haringey terms and conditions, except in the case of death or personal injury, the liability of the Contractor arising out of or in connection with this Agreement and the Contract Documents shall not exceed £2 million. In no circumstances shall either party be liable in contract, tort or otherwise for loss of profit, business, contracts, goodwill or revenues or for any special, indirect or consequential damage of any nature whatsoever.

15.1Subject to the provisions of this Clause 15, the City Council shall be entitled at its absolute discretion to extend the Contract Period by any period or periods up to a maximum of two further years in aggregate. In any such period of extension the Contractor shall continue to provide the Services to the standard set out in this Agreement and the Contract Documents and at the rates and prices prevailing at the date of the extension as adjusted from time to time in accordance with the provisions with the Contract Documents.

15.2In the event (and on each occasion) that the City Council decides to so extend the Contract Period, it shall serve written notice on the Contractor not less than six months before the expiry of the Contract Period (or if applicable the Contract Period as previously extended).

15.3Within one month of the date of such notice served by the City Council in accordance with Clause 15.2 above, the Contractor shall serve a counternotice on the City Council stating whether or not it agrees to the extension.

15.4In the event that the Contractor serves notice on the City Council stating that it does not agree with the contract extension the Contract Period will terminate on the date on which it would have terminated if no notice had been served by the City Council pursuant to Clause 15.2.

15.5In the event that:-

15.5.1the Contractor serves notice agreeing to the extension; or

15.5.2the Contractor fails to serve its counternotice in accordance with Clause 15.3

the Contractor shall continue to provide the Services in accordance with the notice referred to at Clause 15.2 to the standard set out in this Agreement and the Contract Documents and at the rates and prices prevailing at the date of the extension as adjusted from time to time in accordance with the provisions with the Contract Documents.

SCHEDULES

("THE CONTRACT DOCUMENTS")

SCHEDULE ONE

The City Council’s Specification together with Annexes A - G

Annex A

Contractor Payment Schedule

Annex B

Temporary to Permanent Fee

Annex C

Invoicing

Annex D

Supplier Margins

Annex E

Payrolling Charges

Annex F

Key Performance Indicators

Annex G

Key Personnel

SCHEDULE TWO

Correspondence

SCHEDULE THREE

Hays Best and Final Offer

SCHEDULE FOUR

Contract for the provision of temporary and permanent workers commencing on 3 April 2006 and made between The Mayor and Burgesses of the London Borough of Haringey and Hays Specialist Recruitment Limited

IN WITNESS whereof the Contractor and the City Council have signed this as a deed the day and year first above written.

SIGNED as a deed by)

HAYS SPECIALIST)

RECRUITMENT LIMITED)

by)

......

Director

......

Director/Secretary

THE COMMON SEAL of)

THE LORD MAYOR AND)

CITIZENS IN THE CITY)

OF WESTMINSTER was)

hereunto affixed by)

order:)

Director of Legal and Administrative Services

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Dated 200

HAYS SPECIALIST RECRUITMENT LIMITED

- and -

THE LORD MAYOR AND CITIZENS

OF THE CITY OF WESTMINSTER

______

CONTRACT FOR THE PROVISION OF A TEMPORARY AGENCY CONTRACTOR SERVICE

______

Sharpe Pritchard

Elizabeth House

Fulwood Place

London WC1V 6HG

Tel: (0207) 405 4600

Ref: 1602/365

SCHEDULE ONE - City Council’s Specification

  1. Services to be provided by the Contractor

1.1The Contractor shall provide the same services to the City Council as outlined in the contract between the London Borough of Haringey and the Contractor set out at in Schedule Four;

1.2The Contractor shall also provide specific and bespoke services to the City Council as described in this Specification and the additional Schedules of this Agreement.

1.3The Contractor shall provide dedicated neutral vendor account management team ‘Westminster Resource Management’ for the engagement of temporary workers and permanent staff (as required) to the City Council;

1.4The Contractor shall provide the services using the web-enabled relational database HaysWorkflow, providing a complete procure-to-pay service. 100% of resourcing activity and worker population will be recorded on HaysWorkflow.

1.5The Contractor shall provide the services as outlined in the Hays Best and Final Offer in Schedule Three of this agreement;

2. Performance Indicators:

2.1The Contractor shall ensure that the Services and information related to the Services are provided in the format and at the frequency prescribed As described in Annex F of the Specification.

3.Supplying Agencies of Temporary Workers

3.1The City Council shall determine which agency suppliers it will access for the provision of temporary workers based on a 3 Tier ranking system by discipline area (eg: finance, IT, procurement etc), with Tier 1 suppliers being the highest ranking;

3.2The Contractor shall, on a quarterly basis, assess the performance of suppliers and provide recommendations to the City Council using a balanced scorecard as determined by the Contractor and the City Council;

3.3The Contractor shall engage with all potential suppliers during implementation and will provide the option for a one-to-one or supplier group briefing regarding the service, process, technology and compliance expectations;

3.4The suppliers shall be engaged under the Contractor’s solution using the City Council’s service levels and contractual requirements as outlined in the Contract Documents.

4.Reporting

4.1The Contractor shall provide detailed management information to the City Council on a monthly basis (or as otherwise required by the City Council) in a format to be approved by the City Council.

5.Training

5.1The Contractor shall provide appropriate training on the use of the Workflow system and assistance to the City Council staff and temporary worker community to the reasonable satisfaction and requirements of the City Council. The training to be provided by the Contractor shall be face to face and via online training tools as directed by the City Council.

6.Temporary Workers to Permanent or Fixed Term Employment

6.1The Contractor shall comply and ensure that it and the supplying agencies comply with the terms in the Contract Document relating to the recruitment of temporary workers to permanent or fixed term employment, including those stated in Clause 13 of the Haringey terms and conditions;

6.2The amount of commission payable to the supplying agency for a transfer from temporary to permanent, where applicable, is outlined in Annex B of this Schedule One.

7.Compliance Monitoring

7.1The City Council may audit the Contractor from time to time to ensure compliance with the terms and conditions of the Contract Documents.

8.Phased Implementation

8.1The Services shall be implemented as a phased approach as follows:

  • Phase 1 – Specialist and Professional (implementation date 18 December 2008);
  • Phase 2 – Social Care (approximate implementation March 2009);
  • Phase 3 – Admin & Clerical (to be determined by the City Council based on a discovery exercise conducted by the City Council).

9.Phase 1

9.1The overall schedule for Phase 1 implementation shall be as follows unless otherwise agreed by the City Council:

9.2The milestones and milestone dates for Phase 1 are as follows:

Milestone / Date
WCCprovide confirmation to proceed to Contract / Sep-08
Project go-live agreed by Board / Oct-08
Comms plan produced / agreed / Oct-08
Main Contract signed / Nov-08
Agree Business Requirements / Nov-08
Supply Chain Model sign-off / Nov-08
Contracts Issuance / Nov-08
Board sign off Planning Stage / Nov-08
Final Processes Agreed / Dec-08
Board sign Off Design Stage / Dec-08
Technology Sign-Off / Dec-08
Invoicing / MI Schedules Agreed / Dec-08
Testing Signed-off / Dec-08
Board sign off Build Stage / Jan-09
Suppliers in place for Go-Live / Jan-09
Training Complete / Jan-09
System Ready / Jan-09
Phase 1 – Service Go-Live / 26-Jan-09
Board sign-off Roll-Out Stage / Jan-09
Board Sign-Off Closure Stage / Feb-09

Annex A – Contractor Payment Schedule

1.1The City Council shall pay the Contractor a management fee, on a monthly basis in arrears, for the delivery of neutral vendor Managed Services (excluding the agency yearly spend).

1.2Charges for the provision of Managed Services will apply from the Service Go-Live Date. The Service Go-Live Date is the date that City Council staff will commence requests for temporary workers via the Contractor’s Workflow ICT system.

Fee Model

1.3The total annual management fee payable for the first 12 months of the contract (from the Service Go-Live Date) shall be a fixed sum of £170,000 equating to the value of £14,166.66 per month.

1.4The management fee payable for month 13 (from Service Go-live) of the contract and thereafter shall be the value of 2% of the total annual financial turnover subject to the following:

1.4.1Total annual agency turnover is defined as being all wages, working time directive or holiday pay allowances and national insurance payments made to the temporary workers, and fees paid to the vendors supplying the temporary workers to the City Council;

1.4.2The minimum management fee payable shall be an annual sum of £170,000 (or £14,166.66 per month). In the event that 2% of the total annual agency turnover of the contract is a figure lower than £170,000, then a fixed annual fee of £170,000 (or £14,166.66 per month) shall be charged.

1.4.3The below Savings Matrix outlined in Table 1 shall be applied to the management fee. The Savings Matrix links the Contractor’s achievement of cost savings to the management fee.

Table 1: Savings Matrix

Overall savings achieved under the MSP solution / Percentage of Management Fee applied
5.50% / 110.00%
5.25% / 105.00%
5.00% / 100.00%
4.50% / 97.50%
4.00% / 95.00%
3.50% / 92.50%
3.00% / 90.00%

1.4.3.1An example of applying the Savings Matrix is as follows:

Total Annual Agency Turnover / 2% of total financial turnover / Overall Savings achieved by Contractor under MSP / Percentage of Management Fee applied
(as per Table 1) / Annual Managed Fee
9,200,000 / 184,000 / 5% / 100% / 184,000
11,200,000 / 224,000 / 5% / 100% / 224,000
13,200,000 / 264,000 / 5% / 100% / 264,000
15,200,000 / 304,000 / 5% / 100% / 300,000

1.4.4In applying the Table 1 Saving Matrix, the following conditions must be satisfied:

1.4.4.1The City Council will have mandated compliance to the contractual processes;

1.4.4.2The Contractor will have been given ownership of the content of the supply chain; and

1.4.4.3There will have been no material change in the volume and mix of the temporary worker population unless agreed by both parties. (Material change in the volume and mix is deemed to be movement of 10% in either volume or discipline areas).

1.4.5To save any doubt, for circumstances where applying the Savings Matrix reduces the annual management fee below of £170,000, then the minimum annual fee of £170,000 (or £14,166.66 per month) shall be charged.

1.4.6 In the event that 2% of the total annualfinancial turnover of the contract is a figure lower than £170,000 three consecutive months or a figure higher than £300,000 for three consecutive months, authorised representatives from the City Council and the Contractor have the option to review the pricing principles detailed within this Schedule of the contract. Before implementation, both parties will need to mutually and reasonably agree to new pricing principles and the date of effect.

Review Mechanism:

1.5The City Council reserves the right to request changes to the fee payment model on each anniversary of the date of this Agreement and the Contractor shall provide options in response within 30 day of request.

Annex B - Temporary to Permanent Fees

1. In accordance with the conditions in Clause 13 of the Haringey terms and conditions (Schedule Four) the amount of commission payable for a transfer from temporary to permanent work, which qualifies for a charge, shall be up to a maximum of: