ORDER FORM. Part 1 - Order Form

Transcription

1 ORDER FORM Part 1 - Order Form This Order Form is issued subject to the provisions of the framework agreement entered into between the Authority and the Supplier on 27/01/2010 ("Framework Agreement"). The Supplier agrees to supply the services specified below on and subject to the terms of this Contract and for the avoidance of doubt the Contract consists of the terms set out in this Order Form and the Call-off Terms, together with the schedules thereto. Date 7/07/2011 Order Number RMP 6123 FROM Customer Customer's Address Invoice Address Contact Ref: Secretary of State for Environment, Food and Rural Affairs (DEFRA) "Customer" Nobel house, 17 Smith Square, London, SW1P 3JR xxxxxxxxxxxxxx xxxxxxxxxxxx TO Supplier Supplier s Address Account Manager BDO LLP xxxxxxxxxx xxxxxxxxxxxx GUARANTEE Guarantee to be provided No Where a guarantee is to be provided then this Contract is conditional upon the provision of a Guarantee to the Customer from the Guarantor in respect of the Supplier. Details of the Guarantor (if any) are set out below. Parent Company Parent Company address Account Manager Not Applicable Not Applicable Name: Not Applicable Address: Phone: Fax: 1. TERM (1.1) Commencement Date 12 July 2011 (1.2) Expiry Date Subject to earlier termination of the Contract in accordance with clause 22, the Contract shall expire on 31 March 2012 (1.3) Post-Termination Period 1 year following the termination or expiry of this Contract as detailed in clause 41.4 of the Framework Terms and Conditions in relation to Conflict of Interest.

2 2. SERVICES REQUIREMENTS (2.1) Services and Deliverables required Services Completion of a compliant Members Voluntary Liquidation (MVL) Set out in schedule A Deliverables As set out in schedule A (2.2) Lots under which the above Services are being supplied Lot 12 under the Buying Solutions Framework RM662/L12 for Management Consultancy and Accounting Services - Accounting Advice and Services. (2.3) Performance/Premises Main site of performance is Nobel House, 17 Smith Square, London SW1P 3JR (2.4) Standards Quality Standards Generally accepted accounting practice, and any associated with the role of registered insolvency practitioner Technical Standards Any and all applicable to conduct a compliant MVL (2.5) Security Requirements Security Policy Set out in schedule 2 of the Framework Terms and Conditions Additional Security Requirements None foreseen but subject to final Staff Vetting Clearance Level 3. SUPPLIER SOLUTION (3.1) Supplier Solution Set out in schedule B (3.2) Key Personnel of the Supplier to be involved in the provision of the Services and Deliverables xxxxxxxxxxx (3.3) Sub-contractors to be involved in the provision of the Services and Deliverables None

3 (3.4) Outline Security Management Plan Not applicable (3.5) Relevant Convictions For the purposes of clauses 15.3 and 15.4 (inclusive) of the Framework Terms and Conditions, a Relevant Conviction is a Conviction that is relevant to the nature of the Services to be provided. (3.6) Exit Plan (where required) NO

4 4. PERFORMANCE OF THE SERVICES AND DELIVERABLES 6. PRICE AND PAYMENT (6.1) Contract Price payable by the Customer (including applicable discount but excluding VAT), payment profile and method of payment (e.g. Government Procurement Card (GPC) or BACS)) The price payable per milestone is shown in clause 1.9 of schedule A and shall be paid by BACS (6.2) Invoicing and Payment The Supplier shall issue invoices on completion of each agreed milestone. The Customer shall pay the Supplier within thirty (30) days of receipt of a Valid Invoice, submitted in accordance with this paragraph 6.2, the payment profile set out in paragraph 6.1 above and the provisions of the Contract. 7. INSURANCE (7.1) To comply with its obligations under clause 21 and as a minimum, where requested by the Customer in writing the Supplier shall ensure that: (i) (ii) (iii) professional indemnity insurance is held by the Supplier and by any agent, sub-contractor or consultant involved in the supply of the Services which has a minimum limit of indemnity of one million pounds sterling ( 1,000,000) for each individual claim or such higher limit as the Customer may reasonably require (and as required by Law) from time to time; public liability insurance adequate to cover all risks in the performance of this Contract from time to time is held with a minimum limit of one million pounds sterling ( 1,000,000) for each individual claim or such higher limit as the Customer may reasonably require (and as required by Law) from time to time; and employers' liability insurance is held with a minimum limit of indemnity of such amount as may be required by Law from time to time. (7.2) Minimum Insurance Period Six (6) years following the expiration or earlier termination of the Contract. 8. COMMERCIALLY SENSITIVE AND CONFIDENTIAL INFORMATION The following information shall be deemed Commercially Sensitive Information or Confidential Information: No Commercially Sensitive Information was declared by the Supplier during the Tender Process. 9. ALTERNATIVE AND/OR ADDITIONAL CLAUSES (9.1) Supplemental requirements in addition to and variations to the Call-off Terms Not Used (9.2) Alternative and/or Additional clauses (as set out in schedule 5 of the Framework Terms and Conditions)

5 Not Used BY SIGNING AND RETURNING THIS ORDER FORM THE SUPPLIER AGREES to enter a legally binding contract with the Customer to provide the Services. The Parties hereby acknowledge and agree that they have read the Call-off Terms and the Order Form and by signing below agree to be bound by the terms of this Contract. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date

6 Schedule A Specification of Requirements Background 1.1 The Sustainable Development Commission (hereafter SDC Ltd ) is an Executive Non-Departmental Public Body and registered with Companies House in England as a Company Limited by Guarantee under the name The Sustainable Development Commission Limited. SDC Ltd is owned by its company members: Secretary of State for Defra, the First Ministers for Scotland and Wales and the First Minister and deputy First Minister for Northern Ireland. Further background information about SDC Ltd can be obtained from its archived website at The company Members and the Board of Directors have jointly agreed to take the route of the Member s Voluntary Liquidation (MVL) after assessing the various elimination options available. Following the decision to abolish Sustainable Development Commission Limited, the Board of Directors, supported by officials, has been overseeing the closure. 1.1 The SDC received annual funding of approx 4.5m, almost entirely from Government. Approximately 60 staff were working for SDC Ltd at the time of the July 2010 announcement. The majority had left by 31 March 2011 either because they were on secondment to the SDC from another organisation, had reached the end of their contract, found another role outside Government, taken voluntary redundancy, or transferred under COSOP (Cabinet Office Statement of Practice) terms into Defra or to Keep Scotland Beautiful (KSB). The remaining 24 staff were made compulsorily redundant. As at 13 June only one staff member remains the Head of Finance, who is on secondment from Defra. Requirement 1.2 SDC Ltd is currently completing its final report and accounts prior to liquidation and intends to file these with Companies House by the end of July so that Sustainable Development Commission Limited can be liquidated by 31st January If this timeline is not met, and an extension has not been agreed in advance, the Contractor will be liable for any additional costs incurred by Defra. 1.3 The Contractor will undertake the necessary activities in accordance with the Key Deliverables in 1.6of this schedule to complete a compliant MVL undertaking of the SDC, including but not limited to collation of necessary data, compliance with required procedure and processes, coordination of any requisite information gathering required from the client and submitting requisite documentation or making applications on behalf of the Authority to the necessary body(ies) to effect a complete and compliant MVL. 1.4 The Contractor s representative must be a registered insolvency practitioner. The Contractor s representative will provide fortnightly updates via or meetings as necessary to a nominated Defra official to assure that the MVL is on track. This will also be extended to the board of directors at a suitable time to confirm that the company has no outstanding issues; all non-distributable assets are returned and to verify copy of the MVL /third party certificate. 1.5 Defra officials where necessary will be involved in providing access to company documents and financial accounts/systems on site with some resource to support the processing of any outstanding final SDC payments. Any claims made against SDC Ltd after liquidation would be handled by the Contractor.

7 1.6 Key Deliverables KEY DELIVERABLES Provide notice of the special resolution 31/07/11 INDICATIVE END DATE PAYMENT MILESTONES As outlined in clause 1.9 of Schedule A Confirmation in writing of all Directors (if not all) who will be making the Declaration of Solvency Develop and have confirmed by all parties a timetable for residual Board meetings Ensure the Declaration of Solvency is sworn before a notary, commissioner or solicitor (note: must be independent) Compliance of all legal requirements in relation to Companies Act 2006 when processing and archiving all documentation for the liquidation process Notice of general meeting or written resolutions issued to members (DEFRA and DA s) Short notice approval and proxy form received/written resolutions returned 31/07/11 31/07/11 05/08/ /08/11 05/08/11 19/08/11 Organisation and chairing of all general meetings 19/08/11 Confirm liquidation in writing to project manager by ensuring Director signs notice of passing of resolution and certificate of appointment 19/08/11 2 Liquidator is appointed from the passing of the resolutions (at general meeting or when final resolution received) 19/08/11 SDC Directors powers cease 19/08/11 Liquidator assumes control of the Company and discharge statutory duties 19/08/11 Advertise for creditor claims (minimum notice period of 21 days) 26/08/11 Obtain tax clearance 16/09/11 3 Convene and advertise final meeting on a calendar month s notice and pay distributions as directed Provide formal assurance to the SDC Board that all liabilities are resolved Hold final meeting and file final return within 7 days of final meeting 19/09/11 19/09/11 25/10/11 Company dissolved 3 months after final meeting 25/01/12 Completion of contract 26/01/ The above tasks are not an exhaustive list, thus the dates are indicative and will be confirmed upon appointment with the Contractor. However, the Authority requires the process to conclude by 31 st of Dec. The Contractor will be expected to include all charges, including travel and incidental expenses and any costs related to the publishing of any statutory notices etc, in the final bid.

8 1.8 Please Note: Any cost which may occur as a result of non-completion of project by the stated deadline (or alternatively an extended deadline as agreed [in exceptional circumstances only] by the Authority) will be absorbed by the Contractor. 1.9 The Contract is to be priced as a fixed price lump sum contract. The payment for Milestone 4 will be at least XX% of the overall contract price. Milestone 1 = XXXXX Milestone 2 = XXXXX Milestone 3 = XXXXX Milestone 4 = XXXXX Total amount payable (fixed cost) = 15,125.00

9 Schedule B