RTMC Model Conditions of Contract - Highways Agency

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Regional Technology Maintenance ContractConditions of ContractZ12.2 The Contractor complies with and ensures that any Subcontractorcomplies with its obligations under TUPE, including compliance withany request by the Outgoing Contractor under regulation 13(4) ofTUPE before the access date.Z12.3 The Contractor provides and ensures that any Subcontractor providesthe TUPE Information to the Employer or to any Prospective Tendereror Incoming Contractor within the period for reply after the Employer’srequest to do so and in any event at least twelve months before theend of the Service Period. The Contractor warrants that the TUPEInformation is complete and accurate as at the date it is disclosed.Z12.4 The Employer may disclose any of the TUPE Information to anyProspective Tenderer and Incoming Contractor and ensures that priorto such disclosure the Prospective Tenderer or the IncomingContractor undertakes not to disclose (unless required by law to doso) the TUPE Information to any other person other than a person• who is a servant, agent or legal adviser of the ProspectiveTenderer or Incoming Contractor and• who has undertaken not to disclose that information unlessrequired by law to do so.Z12.5 After the TUPE Information has been provided, the Contractor• informs the Employer of any change to any part of the TUPEInformation and• co-operates with any reasonable request made by the Employeror any Prospective Tenderer or Incoming Contractor concerningthe TUPE Informationwithin 7 days of a change or receipt of a request.Z12.6 So far as reasonably practicable, the Contractor does not and ensuresthat any Subcontractor does not make or promise to make anychanges affecting the TUPE Information which would increase theEmployment Costs of the Staff in the six months before or at any timeafter the end of the Service Period without the prior consent of theEmployer (such consent not to be unreasonably withheld) unlesssuch change is required by law. The Contractor supplies to theEmployer full particulars of any proposed changes and the Employerresponds within a reasonable time.Z12.7 The Contractor does not and ensures that any Subcontractor does notincrease the number of Staff nor dismiss or transfer to dutiesunconnected with the service more than five per cent of the Staff inthe twelve months before the end of the Service Period without theprior consent of the Employer (such consent not to be unreasonablywithheld).Z12.8 Before the end of the Service Period, the Contractor informs andconsults with the appropriate representatives as required underregulation 13 of TUPE. The Employer requests the IncomingContractor to provide to the Contractor the information required underregulation 13 of TUPE.Z12.9 The Contractor indemnifies and keeps indemnified the Employer or (ifthe Employer directs) any Incoming Contractor in respect of anyclaims, costs (including Employment Costs), expenses, payments andRTMC CoC, Issue 1, Rev 0 July 2011
Regional Technology Maintenance ContractConditions of Contractliabilities arising from• any claim by any of the Staff or by a third party or trade union orbody representing any of the Staff in relation to any act oromission which allegedly occurred before the end of the ServicePeriod,• any failure by the Contractor or any Subcontractor to comply withits obligations under regulations 11 and 13 of TUPE and• any claim by any employee or former employee of the Contractoror any Subcontractor who is not identified in the TUPE Informationthat his employment or any liability in respect of his employment orits termination has or should have transferred to the IncomingContractor or the Employer pursuant to TUPE.Z12.10 The Contractor acknowledges that an Incoming Contractor has the rightunder the Contracts (Rights of Third Parties) Act 1999 to enforce theprovisions of clause Z12.9.Clause Z13 Merger, take-over or change of controlClause Z14Z13.1 The Contractor notifies the Employer if a Change of Control of theContractor has occurred or is expected to occur, and within a period of6 months form the Contractor’s notification the Employer may treat theChange of Control as having Substantially hindered the Employer orOthers.Change of Control means an event where any single person, or groupof persons acting in concert, acquires control of the Contractor or anydirect or indirect interest in the relevant share capital of the Contractor,as a result of which that person or group of persons has a direct orindirect interest in more than 25% of the relevant share capital of theContractor.Z13.2 The Contractor notifies the Employer immediately of• any material change to the direct or indirect legal or beneficialownership of any shareholding in the Contractor. A change ismaterial if it relates directly or indirectly to a change of 3% or moreof the issued share capital of the Contractor, or• any material change in the composition of the Contractor’spartnership. A change in the composition of the partnership ismaterial if it directly or indirectly affects the performance of thiscontract by the Contractor.Z13.3 The Contractor notifies the Employer of any change, or proposedchange in the name of or status of the Contractor.Audit by Comptroller and Auditor GeneralZ14.1 The Contractor permits the Comptroller and Auditor General to examinedocuments held or controlled by the Contractor or any Subcontractor.Z14.2 The Contractor provides such oral or written explanations as theComptroller and Auditor General considers necessary.Z14.3 This clause does not constitute a requirement or agreement for thepurposes of section 6(3)(d) of the National Audit Act 1983 for theexamination, certification or inspection of the accounts of the Contractor.RTMC CoC, Issue 1, Rev 0 July 2011
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RTMC Model Conditions of Contract - Highways Agency

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