DATED 200

SLOUGH BOROUGH COUNCIL

and

PERTEMPS RECRUITMENT PARTNERSHIP LIMITED

CONTRACT FOR SERVICES OF Managed Service Provider for

Temporary Agency Staff

Legal & Procurement Services

Slough Borough Council

Town Hall

Slough

Berkshire

SL1 3UQ

Ref: C5240

1

Slough Borough Council, Nov 2007 ©

table of contents

1.DEFINITIONS

2.DURATION

3.provision of the SERVICES

4.BEST VALUE

5.PAYMENTS TO CONTRACTOR

6.EXPENSES AND DISBURSEMENTS…………………………………………………………….

7.DEFAULT IN PERFORMANCE

8.EQUIPMENT AND MATERIALS

9.change PROCEDURE

10.Emergencies

11.SECURITY

12.COMPLAINTS

13.AUTHORISEDOFFICER

14.contract manager

15.EQUAL OPPORTUNITIES

16.HEALTH AND SAFETY

17.COUNCIL'S CONSTITUTION

18.PERFORMANCE MANAGEMENT

19.FINANCIAL ADMINISTRATION AND RECORDS

20.INDEMNITY

21.limitation of liability

22.INSURANCE

23.TERMINATION

24.FORCE MAJEURE

25.HANDOVER

26.DISPUTE RESOLUTION

27.set-off

28.CONFIDENTIALITY AND PROBITY

29.PRESS AND PUBLICITY

30.GRATUITIES...... 29

31.INDUCEMENTS

32.AGENCY

33.variation and WAIVER

34.COnFLICTS and priorities

35.CONTRACT COPYRIGHT

36.full force SEVERANCE

37.notices

38.ASSIGNMENT AND SUB-CONTRACTING

39.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

40.entire agreement

41.GOVERNING LAW AND JURISDICTION

42.other authorities

43.licence to be on premises………………………………………………………………. 35

Schedule 1 SpEcification ...... 36

Schedule 2 payment Schedule...... 54

Schedule 3 best and final offer (bafo)...... 57

Schedule 4 contractor's quality manual...... 85

Schedule 5 change control procedure...... 86

Schedule 6 extract from council's equal opportunity policy...... 89

Schedule 7 insurance...... 93

Schedule 8 service level agreement...... 94

Schedule 9 declaration of confidentiality...... 103

schedule 10 user guide...... 104

SCHEDule 11 TEMPORARY TO PERMANENT CONVERSION FEES…………...………………..121

SCHEDule 12 Licence………………………………………………………………………………….122

1

Slough Borough Council, Nov 2007 ©

THIS CONTRACT is made on the day of 200

BETWEEN:

(1)SLOUGH BOROUGH COUNCIL of The Town Hall, Bath Road, Slough, SL1 3QU; (“Slough Borough Council”) and

(2)PERTEMPS RECRUITMENT PARTNERSHIP LIMITED a company incorporated in England and Wales under registration number 01644241 whose registered office is at Meriden Hall, Main Road, Meriden, Warwickshire, CV7 7PT (“Pertemps”).

RECITALS:

(A)Slough Borough Council issued an invitation to tender (“ITT”) to potential suppliers (including Pertemps) for the provision of the Services of Managed Service Provider for Temporary Agency Services (“the Services”) to Slough Borough Council (Unitary Authority) Berkshire, which may be extended to other local authorities and other public bodies within the Thames Valley Area or Wider South East Region or those Authorities which use IDeA:marketplace, by agreement.

(B)Pertemps submitted its proposal in response to the ITT.

(C)On the basis of Pertemps proposal, Slough Borough Council has selected Pertemps to provide the Services and Pertemps has agreed to provide the Services on the terms set out below.

IT IS AGREED as follows:

  1. DEFINITIONS
  2. In this Agreement, each of the following expressions has the following meaning unless the context requires otherwise:

“Authorised Officer” means the person appointed by Slough Borough Council to act in the name of Slough Borough Council for the purposes of this agreement and whose appointment will be notified to Pertemps in writing;

“BAFO” means the Best and Final Offer document contained in Schedule 3

“Best Value Duty” means the duty imposed on Slough Borough Council by Part 1 of the 1999 Act and under which Slough Borough Council is under a statutory duty to continuously improve the way its functions are exercised, having regard to a combination of economy, efficiency and effectiveness and to the guidance issued from time to time pursuant to, or in connection with, Part 1 of the 1999 Act;

“Best Value Performance Plan” means the best value performance plan which is required to be provided by Slough Borough Council each financial year in accordance with clause 6 of the 1999 Act;

“Best Value Review” means the review which is required to be conducted by Slough Borough Council in accordance with Clause 5 of the 1999 Act;

“the Commencement Date” means 01 October 2007;

“The Confidentiality Declaration” means a declaration made by a Temporary Agency Staff the terms of which are contained in Schedule 9 of this Agreement.

“the Contract” means the agreement concluded between Slough Borough Council and Pertemps including all contract documents and other documents, which are incorporated or referred to herein;

“the Contract Manager” means the representative of Pertemps in accordance with Clause 14.1 or the person appointed from time to time by Pertemps to act as his deputy under Clause 14.5, as the case may be to have regular contact with the Authorised Officer and to act on behalf of Pertemps in all respects of this Agreement and whose appointment will be notified to Slough Borough Council in writing;

“Contract Period” means the period set out in Clause 2.1, as extended under Clause 2.1 (if at all);

“Contract Standard” means such standard or standards agreed between the parties to enable Pertemps to comply with all provisions of the contract and where no criteria is stated in the contract the standard is to the entire satisfaction of the Authorised Officer;

“Contract Year” means each period of 12 months which commences on the Commencement Date;

“Fixed Term” has the meaning given in Clause 2.1;

“Pertemps Quality Policy” means the quality policy set out in Schedule 4, as amended from time to time;

“Slough BoroughCouncil’s Equal Opportunity Policy” means Slough Borough Council’s equal opportunities statement or such other equal opportunities statement and guides as may be produced by Slough Borough Council and notified to Pertemps from time to time which can be found on Slough Borough Council’s website at

“Slough BoroughCouncil's Solicitor” means the Director of Law & Corporate Governance for the time being of Slough Borough Council or his deputy or such other solicitor as may have been notified by the Authorised Officer to Pertemps;

“ITT” means the Invitation To Tender issued by Slough Borough Council to which Pertemps was made the successful Tender and which may be provided by Slough Borough Councilupon request to the Authorised Officer.

“Next Contractor” means the service provider engaged by Slough Borough Council to perform the Services (or similar services) for the period immediately following the Contract Period;

“Normal Working Hours” means 9am to 5pm Mondays to Fridays excepting Bank Holidays

“Other Authorities” means such other authorities as may wish to utilise this contract and its procurement for the provision of the Services from Pertemps.

“the Premises and Locations” means any premises occupied by Slough Borough Council within the Borough of Slough or such other locations as may be agreed between the parties as is necessary for the Temporary Agency Staff member to complete the Assignment

“the Services” shall mean the provision generally of Temporary Agency Staff and the services ancillary to that provision as more particularly set out in the contract conditions;

“the Service Level Agreement” means the Service Level Agreement which may be amended from time to time by agreement between the parties contained in Schedule 8;

“the Specification” means the Specification annexed hereto in Schedule 1 as deemed to be amended (if at all) under Clause 9 setting out Slough Borough Council’s specific requirements any modification thereto or addition thereof as may from time to time be approved in writing by Slough Borough Council .

“Temporary Agency Staff” means all workers registered with or its second tier suppliers provided by or through Pertemps supplied wholly or mainly to provide the Services during the Contract Period;

“Termination Date” means the date on which the Contract Period terminates in accordance with this Agreement;

“User Guide” means the document contained in Schedule 10 which is an operational document that may be amended from time to time by Pertemps and Slough Borough Council;

“VAT” means Value Added Tax; and

“1999 Act” means the Local Government Act 1999.

1.2In this Agreement, unless the context requires otherwise:

1.2.1the contents page and headings and bold type face inserted in this Agreement are inserted for convenience only and do not affect the interpretation of this Agreement;

1.2.2the schedules form part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the schedules;

1.2.3references to Clauses and Schedules (other than to a schedule to a statutory provision) are to clauses and schedules to this Agreement;

1.2.4references to the singular include the plural, and vice versa;

1.2.5references to any gender include a reference to all genders;

1.2.6references to persons include a reference to bodies corporate, unincorporated associations and partnerships;

1.2.7references to statute or statutory provision include a reference:

(A)to that statute or provision as from time to time modified, extended, replaced or re-enacted;

(B)to any repealed statute or statutory provision which it re-enacts (with or without modification); and

(C)to any subordinate legislation made under the relevant statute or statutory provision;

1.2.8references to a party are to a party to this Agreement for the time being and references to the parties are a reference to all parties to this Agreement for the time being, in each case unless otherwise stated to the contrary; and

1.2.9

(A)references to this Agreement mean this Agreement as amended from time to time by the mutual consent of the parties; and

(B)references in this Agreement to any agreement or other instrument shall be deemed to include references to that agreement or instrument as varied, supplemented, substituted, novated or assigned from time to time.

  1. DURATION
  2. This Agreement shall come into effect on the Commencement Date of 1 October 2007 and shall continue for 4 years until 30 September 2011 (“Fixed Term”) unless terminated earlier in accordance with its terms.
  3. Slough Borough Council may extend this Agreement for a period of up to 2 years after expiry of the Fixed Term provided it gives notice to Pertemps no later than 90 Days prior to the end of the Fixed Term. If this Agreement is extended, it shall continue on the same terms, except to the extent agreed otherwise by the parties.
  4. provision of the SERVICES
  5. From the Commencement Date Pertemps shall provide the Services in accordance with the provisions of this Agreement and subject to the Performance Management contained in section 18.
  6. Pertemps shall provide the Services in a proper, skilful, diligent and professional manner, in good faith and to the Contract Standard and, subject as aforesaid, to the reasonable satisfaction of the Authorised Officer.
  7. Pertemps shall at all times during the Contract Period employ sufficient persons of suitable abilities and skills for the proper provision of the Services in all respects.
  8. The Temporary Agency Staff shall be properly, sufficiently and suitably qualified, competent, honest and experienced and Pertemps shall procure that the Temporary Agency Staff shall at all times exercise care in the execution of their duties. Pertemps shall ensure that all such persons are properly and sufficiently instructed and supervised with regard to the provision of the Services and are aware of:
  9. the task or tasks such persons have to perform;
  10. all relevant provisions of this Agreement;
  11. all relevant policies, rules, procedures and standards of Slough Borough Council; and
  12. all relevant rules, procedures and statutory requirements, including health and safety requirements and the matters set out in Clause 16.
  13. On request by the Authorised Officer, Pertemps shall provide Slough Borough Council with access to all information of whatsoever nature relating to its performance of this Agreement, including, without limitation, details of costs performance and financial.
  14. Pertemps shall inform the Authorised Officer promptly and confirm in writing if Pertemps is unable or fails to provide any of the Services or if Pertemps is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Authorised Officer which prevents or hinders or which may prevent or hinder Pertemps from complying with this Agreement, in each case giving details of the circumstances, reasons and likely duration. Slough Borough Council, without prejudice to its rights under this agreement, may where necessary procure temporary staff from other sources.
  15. If Pertemps requires any instruction or information in connection with the provision of the Services, Pertemps shall make a written application in adequate detail to the Authorised Officer. The application shall be made on a date which, having regard to the date on which Pertemps reasonably needs the instruction or information in connection with the provision of the Services, is neither too far away from nor too close to that date having regard to all the circumstances, including the time likely to be required by the Authorised Officer to respond to the application.
  16. Except and to the extent and upon the terms required or permitted by Slough Borough Council, Pertemps shall not in any circumstances use any premises or equipment of Slough Borough Council without the Authorised Officer's prior written consent.
  17. Pertemps shall and shall procure that the Temporary Agency Staff shall throughout the Contract Period comply with all relevant laws or regulations. Pertemps shall not be entitled to any payment either for Services not carried out whilst complying with any relevant law or regulation or for any additional duties or services, accumulation of tasks or variations of Pertemps work programme arising out of or in connection with such compliance. Pertemps shall inform the Authorised Officer if any law or regulation gives rise to any substantial opportunities of benefit to Slough Borough Council or to any substantial difficulties.
  18. Notwithstanding the provisions of this Agreement, Slough Borough Council may make such additional arrangements for provision of the Services as the Authorised Officer, in his absolute discretion, may consider necessary or desirable.

3.11Pertemps shall and shall procure that the Temporary Agency Staff shall abide by Slough Borough Council’s Equal Opportunity policy in accordance with this Agreement and with Schedule 6 of this Agreement.

3.12The Parties may from time to time meet to review the manner in which the Services are being provided by Pertemps hereunder in accordance with the terms set out in Schedule 1. In the event that either party wishes to alter the Services (any such alteration being hereinafter referred to as “an Amended Service”) then it shall make a written submission to the other party in accordance with the provisions of Schedule 5 subject to the agreement with Slough Borough Council of any increase in the payments to be paid as a result of an Amended Service, Pertemps shall be under a prima facie obligation to implement Slough Borough Council’s request. Pertemps shall only be entitled to refuse a request for an Amended Service where it is able to demonstrate objectively that it is unable to perform the Amended Service in question.

  1. BEST VALUE
  2. Duty of Best Value
  3. Pertemps acknowledges that Slough Borough Council is subject to the Best Value Duty.
  4. Pertemps shall, throughout the Contract Period and at its own cost, be subject to the Best Value Duty in the same way as if it were Slough Borough Council.
  5. In discharging the Best Value Duty Pertemps shall comply with the provisions of this Clause 4 and shall undertake or refrain from undertaking such actions as Slough Borough Council shall request to enable Slough Borough Council to comply with the Best Value Duty including:

(a)actively promoting, supporting and assisting Slough Borough Council in meeting its Best Value Duty in respect of the Services including Slough Borough Council conducting Best Value Reviews and preparing Best Value Performance Plans;

(b)complying with all requests by Slough Borough Council for assistance in preparing its Best Value Performance Plans; enabling Slough Borough Council to report on the Best Value Performance indicators; assist Slough Borough Council in any Comprehensive Performance Assessment

(c)complying with requests for information, data or other assistance made by Slough Borough Council in pursuance of its Best Value Duty including:

(i)to facilitate the inspection of Slough Borough Council’s compliance with its Best Value Duty pursuant to Part I of the 1999 Act;

(ii)to assist Slough Borough Council in relation to any action taken by the Secretary of State under Section 15 of the 1999 Act; and

(iii)to enable Slough Borough Council to comply with the Publication of Information Direction 2000 (England);

(iv)complying with all requests by Slough Borough Council to procure the attendance of specific employees at any meetings of Slough Borough Council at which the Agreement is to be discussed.

4.1.4Slough Borough Council shall at all times act reasonably in making or refraining from making requests of Pertemps in connection with the performance, satisfaction and discharge of Slough Borough Council’s Best Value Duty in accordance with Clause 4.1.3

  1. PAYMENTS TO CONTRACTOR
  2. Subject to the terms of this Agreement, any sums payable by Slough Borough Council to Pertemps under this Agreement shall be paid within 30 days of the receipt of a valid VAT invoice issued monthly by Pertemps and addressed to The Authorised Officer, Town Hall Bath Road Slough SL1 3UQ or such other person as may be advised in writing to Pertemps.

5.2Payment under this Agreement shall be made according to Schedule 2.

5.3Where either of the parties discover that an amount that has been paid to Pertemps that;

5.3.1is an amount greater than is due under this Agreement or;

5.3.2is an amount lesser than is due under this Agreement;

5.4shall immediately provide the other party with written notice of the amount that has been paid as referred to in sub-clause 5.3. Such written notice shall be accompanied by reasonable evidence confirming the amount actually due to Pertemps;

5.5 Where Pertemps has been paid less than it is due under this Agreement in any monthly period, Slough Borough Council shall make payment to Pertemps of the amount which is outstanding. Such payment to Pertemps shall be made upon payment of the next monthly invoice;

5.6Where Pertemps has been paid more than it is due under an invoice, it must provide Slough Borough Council with a credit note upon presentation of the next invoice.

  1. EXPENSES AND DISBURSEMENTS

The sums payable by Slough Borough Council under the Payment Schedule shall be deemed to include all fees, charges, disbursements, costs, expenses and other associated expenditure incurred in providing the Services.