CITY OF LONDON CORPORATION

Request for Quote

City Bridge Trust

Review of Strategic Initiative on Philanthropy

January 2016

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CONTENTS OF THIS DOCUMENT

Section A Our requirements (pages 4 – 9)

Section B Your organisation’s details (pages 10 - 11)

Section C Selection criteria, process and your proposal (pages 12 – 16)

Appendix 1 Contract terms and conditions (page 17 - 34)

TIMETABLE

Issue requests for quotations on London Tenders’ Portal 29th January 2016

Deadline for questions of clarification via the Portal 12 noon 19th February 2016

Circulation of responses via the Portal 12 noon 22nd February 2016

Deadline for quotation submissions12 noon Thursday 25th February 2016

Interviews Wednesday 2nd March 2016

Indicative potential date for notification of the award Friday 4th March 2016

Start ASAP

We reserve the right to amend the indicative timetable set out above or to extend or reduce any time period.

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SUBMISSION CHECKLIST

1 YOUR ORGANISATION’S DETAILS

Please complete section B.

2 QUALITY AND VALUE FOR MONEY QUESTIONS

Please complete section C.

3 CONTRACT TERMS AND CONDITIONS

Please read the contract terms and conditions in appendix 1.(Please do not sign the terms and conditions at this stage)

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Our requirements

1. City Bridge Trust

1.1 City Bridge Trust (CBT) is the funding arm of Bridge House Estates. It was established to make use of funds surplus to bridge requirements and is the largest London grant-maker, independent of central government, spending around £20m per year on grants in Greater London. Its sole Trustee is the City of London Corporation.

1.2. CBT’s vision is a fairer London and its mission is to support disadvantaged Londoners through grant-making, social investment, encouraging philanthropy and influencing public policy. Its values are independence, inclusion and integrity.

1.3. With the City of London Corporation as its sole Trustee, CBT has a unique opportunity to use its non-financial assets to broker relationships between the private, public and voluntary sectors.

2. Funding Environment

2.1. In an age of austerity, with a shrinking State and significant cuts in spending in the public sector, it is clear that there will be an increasing role for existing private foundations and a need to identify new sources of philanthropy to deal with increasing demand.

2.2 We define ‘philanthropy’ as the effective giving of time, talent and money.

2.3 The City has a proud tradition of philanthropy dating back to the Middle Ages, led by Livery Companies and the Mayorality. It is important to encourage more philanthropy, particularly in the City of London, and to communicate widely the extent and breadth of current giving in the financial and professional service sector in London.

2.4. In 2009, building on Policy Exchange’s report ‘Give and Let Give –building a culture of philanthropy in the financial services industry’, CBT launched a strategic initiative to embed a culture of effective philanthropy in the City of London and Canary Wharf, particularly among young professionals, and to promote London as a global centre for effective philanthropy. To date it has given circa £2.5m in grants for this initiative.

2.5 In 2015 there has been a further very significant development in the field of philanthropy with the setting up by Paul Marshall and Tom Hughes-Hallett of the Marshall Institute for Philanthropy and Social Entrepreneurship at the LSE. The Institute is funded by a £30m donation from Mr. Marshall.

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3. The CBT Initiative

3.1 CBT's philanthropy initiative should be seen as part of a wider objective of making London's communities more sustainable and resilient which includes a commitment to enhancing infrastructure support for London's voluntary sector. CBT considers philanthropic activity to be part of the infrastructure of local communities.

3.2 The types of funding given under this initiative can be categorised as: Evidencing the need for more philanthropy and trying to establish how much

philanthropy is taking place. Educating more people in philanthropy. Inspiring/encouraging more philanthropy and Co-ordinating/networking people interested in philanthropy to each other

and areas of need.

Specifically CBT: Has funded City Philanthropy: a wealth of opportunity, hosted by the

Association of Charitable Foundations (ACF), to promote philanthropy among young City professionals. It has funded two networks under the umbrella of City Philanthropy: Beyond Me and The Funding Network. It also sponsors the Beacon Award for City Philanthropy category of these awards for philanthropy.

Funds Heart of the City, a charity that supports London business to develop their CSR strategies.

Is promoting place-based giving initiatives through London’s Giving, which aims to promote more place-based giving across London. As part of this initiative, it also funds: Islington Giving and the East End Community Foundation, the latter of which is developing schemes in the boroughs of Hackney, Tower Hamlets and Newham.

Has promoted an innovative approach to time-banking and volunteering through Spice which is encouraging new ways of giving time and which has the potential to enhance London's Giving.

Supported the Lord Mayor’s Appeal and City Giving Day. Funded an exhibition and book Philanthropy: the City Story in partnership

with Charterhouse and the Museum of London.

3.3 In order to provide evidence to support this initiative, CBT funded the Centre for London to work in partnership with Cass Business School to undertake the first stage of a strategic review of giving in the capital. The Institute for Voluntary Action Research (IVAR) has been funded, as part of a collaboration of funders, for the London element of research into different models of place-based giving.

3.4 It is anticipated that promoting and encouraging philanthropy will continue to be part of CBT’s work in the next period.

3.5 Further details of the organisations, the grants and amounts given are in section 8 below.

4. The Evaluation

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4.1 Grants in this initiative have been made at different times and the development has been organic. After 6 years of funding, and given both the continuing environment of austerity and the development of other philanthropic initiatives, it is appropriate to review the effectiveness of the Trust’s current investments and to consider how best it can continue to encourage philanthropy.

4.2 The evaluation will:1. Review and summarise current philanthropic initiatives in London and

throughout the UK and describe any useful learning and how, where relevant, there might be synergies with CBT grants.

2. Review the current CBT investments in terms of: How City Philanthropy - a Wealth of Opportunity; Heart of the City; London's

Giving; Spice Timecredits; the Lord Mayor's Appeal Charity; City Giving Day; and Philanthropy: the City Story connect together - that is, the extent to which they complement one another and whether they form a coherent overall strategy.

Progress against targets agreed, including direct and indirect benefit to the voluntary sector.

The extent to which the relationship between project costs and results are reasonable.

Demonstrable influence on private sector organisations and individuals. Promotion of philanthropy, including to the voluntary sector.

3. Make recommendations about the future shape of the CBT philanthropy initiative based on information gained through the evaluation. The detail of the evaluation questions is given in Section C.

5. Evaluation Methodology and Process

5.1. Evaluation MethodologyCBT does not have a fixed view of the type of methodology used, as long as the processes shown below are included and the evaluators use both quantative and qualitative data. It is anticipated that the details of the methodology will be agreed with the chosen consultant(s).

5.2. Evaluation ProcessWorkplanThe consultant(s) will prepare a workplan to underpin the evaluation. The workplan will describe how the evaluation will be carried out, giving clear outputs and outcomes to the TORs. The workplan will address the following reporting elements: Expectations of the evaluation. Roles and responsibilities. Evaluation methodology. Evaluation framework. Information and analysis. Reporting. Work timetable.

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5.3. The evaluation will include: desk-based research; interviews with the funded organisations; interviews (by phone or in person), with individuals and City businesses and institutions involved in the philanthropy networks; voluntary organisations that have benefitted from CBT-funded philanthropy; the City of London Corporation; representatives of other philanthropic networks; selected other funders and relevant London-based and national organisations, including London Funders, the Association of Charitable Foundations, London Voluntary Services Council and NCVO; one presentation to City Corporation staff group and one presentation to the City Bridge Trust Committee.

5.4. DeliverablesThe consultants will produce; a workplan; detailed draft and final reports for CBT, including an executive summary; and a draft and final summary report of the main findings for wider circulation.

6. Evaluators

6.1. We are seeking independent consultants, as well as firms with named individuals able to offer evidence of the following: Experience of conducting evaluations for grant-makers. Understanding of corporate sector and individual philanthropy. Good planning and project management skills. Credibility with a wide range of stakeholders. Ability to understand the organisational values, opportunities and

constraints relevant to City Bridge Trust. Understanding of the operating environment for London’s voluntary sector. Understanding of the diversity of London’s voluntary sector. Clear and succinct writing style. Good presentational style.Evaluators are expected to make an open declaration of any real or perceived conflicts of interest that may compromise the evaluation.

7. Days required and TimetableThe evaluation will need to be completed no later than 1st May 2016.

8. CBT grants to promote and encourage Philanthropy

8.1. City Philanthropy: a Wealth of Opportunity is a project of the Association of Charitable Foundations (ACF). Its vision is that every young professional entering the City is empowered to maximise their potential as a force for good and it aims to expose young professionals in the city to philanthropy, to provide support to people on their philanthropic journey and to promote philanthropy in the city. Its key role is to connect with young professionals through a range of initiatives to co-ordinate, collaborate and communicate philanthropic activities in the city. Initiatives include: philanthropy networks; events; educational resources; advice and bulletins. Under the umbrella of City Philanthropy, CBT has funded three city funding networks: The Funding Network; Beyond Me and the City Funding Network, as well as a new category in the Beacon Awards for City philanthropy. City Philanthropy, and its predecessor, Philanthropy UK, has

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received £462k since 2010.

8.2. The Funding Network: describes itself as “the friendly Dragons' Den for charities and potential donors. It brings people together at live crowdfunding events to raise vital funds, transform lives and create lasting social change.” It is a membership organisation. It received £30k in 2012 over three years to establish the City Funding Network. This network was launched as a way “for City professionals to enjoy a relaxed night out with friends and colleagues, while discovering innovative organisations with a social mission. It helps City professionals on their journey to discover and support causes which they are passionate about provides a fun and interesting night out, with access to exclusive venues and special experiences and allows attendees to network with like-minded individuals, both in their organisation and across the sector.“ In December 2015, a grant of £30,000 was awarded to support The Funding Network’s core costs.

.8.3. Beyond Me: describes itself as “a movement dedicated to promoting

generosity in leadership. We believe that by being generous, leaders can substantially improve society, their businesses and themselves.’” It was awarded £41k in 2012 over 3 years

8.4. The Beacon Awards recognise individuals whose philanthropy has achieved demonstrable impact. The bi-annual awards were given a grant of £32,500 in April 2012 to create a new category award, the Beacon Award for City Philanthropy. A further grant of £50,000 was awarded in May 2014 towards the 2014/16 Beacon Award for City Philanthropy.

8.5. Heart of the City was founded in 2000. It is a network of 700 small medium and large businesses committed to sharing their experiences and their time with others in order to measurably improve society, particularly by making corporate Social Responsibility (CSR) easily accessible. It has been awarded £543,828 since 2009.

8.6. Place–based giving:Islington Giving: received £239,500 in two grants 2011 and 2014. It works to tackle poverty and inequality in Islington.The East End Community Fund: awarded a grant in 2015 of £172,500 to develop local giving networks in Hackney, Newham and Tower Hamlets.London’s Giving: awarded £100k in 2014 to develop place-based giving in other Boroughs. London’s Giving is hosted by London’s Funders.A grant of £20,000 was awarded in December 2015, to establish a local giving scheme in LB Sutton, through its local council for voluntary service.

8.7. Volunteering:Spice was awarded grants in 2011, 2012 and 2014 totaling £713,680 to develop its innovative approach to time-banking in London. Spice works through a partnership of the private, public and voluntary sectors. Volunteers earn time credits or ‘spice pounds’ that can be exchanged for leisure and recreational activities or donated to another.

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8.8. Lord Mayor’s Appeal Charity and City Giving Day£67,500 was given to establish the Lord Mayor’s Appeal Charity in 2014 and in 2015 the Director of City Philanthropy – a Wealth of Opportunity worked closely with the Lord Mayor’s Appeal charity over the development of City Giving Day.

8.9. Philanthropy: the City StoryCBT funded the City Philanthropy exhibition in partnership with Charterhouse and the Museum of London in 2013 with a grant of £152k. There was also a grant of £15k to fund an accompanying book, of which £7,216 was returned to the Trust from book sales.

8.10 Other research which supports the promotion of philanthropy Grants totaling £55,000 to London Funders to enable it to commission scoping

research into the future of civil society support in London. £19,000 a grant of £19,000 to Centre for London, to undertake, in partnership

with Cass Business School, the first phase of a wider strategic review of giving in the capital.

A grant of £5,000 to IVAR towards a place-based funding review.

9.0 Timetable

Closing Date: 12 noon Thursday 25th February 2016

Interviews: Wednesday 2nd March 2016

10.0 Budget

Tenders are invited up to a maximum of £25,000.

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SECTION B: YOUR ORGANISATION’S DETAILS

A1.Give the name of the legal name of your organisation and main address for correspondence

Name:Address:Town:County:Country:Postcode:Telephone Number:Fax Number:Email Address:VAT Number:

A2.a Please confirm whether or not you have formed, or are forming a consortium for the purpose of quoting for this requirement.

YES NO

A2.bIf you have answered 'Yes' to A2.a, please list the names of your consortium members and their company registration numbers (if applicable). Please note City Bridge Trust reserves the right to obtain additional information on the consortium members.

A2.cIf you have answered 'Yes' to Question A2.a, please confirm the structure of the Consortium (e.g. One Legal Entity, Lead Organisation on behalf of the consortium, External Non-Delivering Organisation)”

A3. List the names and positions within the organisation of key personnel who it is proposed will be involved in delivering the work.

A4. Have any of the persons listed in A3 above been involved in any firm which has been liquidated or gone into receivership?

YES NOA5. If you have answered ‘YES’ question A4, please provide the details below:

A6. Have any of the persons listed in A3 above been employed by the City of London?

YES NOA6.a If you have answered ‘YES’ question A6, please provide details below:

A7.Have any of the persons listed in A3 above any relative or relatives employed by the City of London as a senior officer or who serve(s) the City of London as an elected member?

YES NOA7.a If you have answered ‘YES’ question A7, please provide details below:

A8. Have any of the persons listed in A3 above any involvement in any other organisation which provides services to the City of London?

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YES NOA8.a If you have answered ‘YES’ question A8, please provide details below:

A9.Is any work currently being undertaken or proposed to be undertaken by the organisation or the group to which it belongs, which could give rise to any conflicts of interest?

YES NOA9.a If you have answered ‘YES’ question A9, please provide details below:

A10.a

If you or your organisation’s quotation is successful, insurance will be required

at the levels stated in questions A10.a – A10.c(Please note that if your organisation is part of a group, the insurance

information provided must relate to your organisation and not the group as a

whole unless you are to be provided with guarantees in a form acceptable to

City Bridge Trust from other group companies.)

Do you have employers’ liability not less than £5 million or as per statutory requirements

YES NOA10.b Do you have public liability insurance not less than £5 million

YES NOA10.c Do you have professional indemnity not less than £2 million

YES NO

A10.d

If you have answered ‘NO’ to questions A10.a – A10.c, please provide details

and confirm whether you would be willing to obtain the appropriate level of

insurance.

A10.ePlease submit signed evidence (a signed letter from a broker or insurer or certificate) of the above with your response. Have you attached the requested information?

YES NO

A10.fIf you have not included the signed evidence requested in question A10.e,

please give details as to why this is not possible.

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SECTION C: SELECTION CRITERIA AND PROCESSThis section deals with your ability to deliver this evaluation to the standard required

by City Bridge Trust.

Stage OneThis stage is the first part of our assessment. Following this stage, a maximum of

three of the highest scoring organisations will be invited to an interview which will also

be scored.

The overall highest score from stages one and two will be determined the Most

Economically Advantageous Quotation.

The stage one assessment of proposals received will be weighted 70% on quality,

20% on value for money and 10% on social value as shown in the table below:

Evaluation criteria Sub criteria Weighting %

Quality (75%) Expertise and experience of

undertaking evaluation work for

charitable funders

20%

Proposal for delivering the work 40%

Timeline 5%

Understanding of the voluntary sector’s

capacity and support needs

10%

Value for money (15%) Value for money 15%

Social Value (10%) Social Value 10%

Responses to the quality criteria questions will be scored as shown in the table below:

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Score Interpretation Criteria

0 Unacceptable Nil or inadequate response. Fails to demonstrate an ability to meet the requirement.

1 Poor

Response is partially relevant but generally poor. The response addresses some elements of the requirement but contains insufficient/limited detail or explanation to demonstrate how the requirement will be fulfilled.

2 AcceptableResponse is relevant and acceptable. The response addresses a broad understanding of the requirement but may lack details on how the requirement will be fulfilled in certain areas.

3 GoodResponse is relevant and good. The response is sufficiently detailed to demonstrate a good understanding and provides details on how the requirements will be fulfilled.

4 Excellent

Response is completely relevant and excellent overall. The response is comprehensive, unambiguous and demonstrates a thorough understanding of the requirement and provides details of how the requirement will be met in full.

Responses to the value for money question will be scored according to our

assessment of the extent to which the proposed work is likely to meet our

requirements for the first twelve months.

Following our assessment of proposals received, up to a maximum of three of the

highest scoring organisations will then be invited to an interview which will also be

scored.

The overall highest score from stage one and two will be used to determine the

appropriate evaluator.

Quality Questions (70% of stage one score)

Please note:

• Your responses should be restricted to a maximum number of words per

question as indicated for each question.

• Responses to these questions may be subject to due diligence later in the

quotation process.

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Question Score

1. Background to your organisation and, if proposing to deliver as a consortium, background to the other organisations. (max 500 words)

Info only

2. Details of any possible conflicts of interest together with how you would deal with these. (max 500 words)

Pass/Fail

3. Names of the team members likely to have a substantive involvement in the proposed evaluation, what they will be responsible for during the project, and any biographical information relevant to the experience and expertise sought in paragraph 6 of this document. (max 500 words)

10%

4. Please describe your organisation / consortium’s experience of undertaking evaluation work for charitable funders. (max 500 words)

5%

5. Please describe how would you address the following evaluation questions (as you answer each question, please include details of any support you would seek from City Bridge Trust). (max 3,000 words for question 5a-5e)

5a. What other philanthropic initiatives are there in London and the UK?

How could CBT learn from these? What is the likely future philanthropic environment? What are the possible synergies between CBT

initiatives and others?

5%

5b. Have the organisations progressed satisfactorily against targets agreed?

What have been the challenges? What approaches have been particularly successful? How much money has been raised Which type and size of voluntary organisation has

benefitted? Has this benefit been monetary or in-kind How important do the voluntary organisations think the

philanthropic contribution is to them? Are any kinds of voluntary organisations (for example

small local ones) included less in this type of philanthropy?

How satisfied are corporate bodies and individuals with the services offered by the funded organisations

10%

5c. How effective have the organisations been in influencing London businesses and individuals about the benefits of philanthropy?

What is the evidence for new donors being recruited? How many businesses have encouraged corporate

and individual giving?

10%

5d. How successful have the funded organisations been in promoting philanthropy?

How well-known are the organisations known in the

5%

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Question Score

corporate world? How good is the understanding of corporate and

individual philanthropic thinking by the VCS?5e. How good and effective are the connections with other

philanthropic initiatives of the funded organisations?5%

5f. What should CBT do in the future to build on its initiative on philanthropy?

Should it develop the current organisations funded? Are there any changes it should make? Are there other named or kinds of organisations it

should consider funding? How can it use its non-financial assets best?

10%

6. Timeline: please provide a project plan for this evaluation, with key milestones for the outputs specified in section 6 of this document. (No word limit, but please be as brief as possible)

5%

7. Please set out your understanding of the voluntary sector’s capacity and support needs.

10%

Value for Money Question (15% of stage one score)

8. Please provide a cost-estimate for your proposed evaluation. Please break this down in tabular form showing key deliverables and cost and please format you estimate in such a way that your day rate is made clear as are any expenses you might incur in the course of the work (e.g. for grantee surveys).

15%

Social Value Question (10% of stage one score)

9. Please explain what social value your organisation and approach bring.

10%

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Stage two

Up to three of the highest scoring proposals from Stage One will be invited to an

interview with a panel of City Bridge Trust staff.

The interview will follow a structured approach, with a set of scored questions which

will not be disclosed to prior to the interview.

The interview scores will contribute towards the final total score to determine the

selected evaluator.

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APPENDIX 1

ORDER FORM

(For professional services valued up to £250,000)

PURCHASE ORDER No.

DATE:

The City appoints the Consultant to perform the Services subject to and in accordance with the Particulars listed below and:

City of London Conditions “F” (Professional Services) 2015; and

any further documents listed in the Particulars,

copies of which are attach to and are incorporated by reference into this Order.

THE PARTICULARS

1.1(f) The Consultant is:

1.1(m) The Payment Period is: 20 Working Days

1.1(o) The Services are:

1.1(q) The Supervising Officer is:

2.5 The timescale for performing the Services is:

2.6 The Services are performed in the following Stages:

2.9 The rates to be paid for Additional Services are:

3.1 The Fee is: £ exclusive of VAT subject to adjustment in accordance with the attached conditions

3.2 Interim payments on account will be made at the following intervals:

4.1 The insurances required will be for a sum of not less than:

£1,000,000 each and every claim for Professional Indemnity; £2,000,000 for Public Liability; and the minimum level required under the governing law for

Employer’s Liability

5.1 Intellectual Property Rights: Option A applies

16.1 Community Benefit: Condition 16.1 does not apply

The further documents which are attached to and form part of this Order are:

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By signing this Order where indicated below the City and the Consultant have confirmed their acceptance of the terms and conditions applying to this Order with effect from the date indicated above.

SIGNED for and on behalf of the City by: ___________________________

Name:

Title:

SIGNED for and on behalf of the Consultant by: ___________________________

Name:

Title:

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CITY OF LONDON CONDITIONS “F” (PROFESSIONAL SERVICES) 2015 EDITION

1. Definitions & Interpretation

1.1 In this Agreement, unless the context in which the words appear requires otherwise, the following words and expressions will have the following meanings:

(a) Additional Services means tasks which the Consultant is instructed in writing by the Supervising Officer to perform in accordance with Condition 2.9 that are additional to the Services;

(b) Agreement means these Conditions, the Order and any other document referred to in the Order;

(c) Apprenticeship means course of training relevant to the Services being provided;

(d) the City means the Mayor and Commonalty and Citizens of the City of London of PO Box 270 Guildhall London EC2P 2EJ;

(e) Confidential Information means all information obtained under this Agreement or in connection with the Services;

(f) Consultant means the firm, company, or individual being the counterparty to the City named in the Order;

(g) Deprived Area means any borough, district or other local government area (defined as such in the law of any member state of the European Union) defined as “most deprived” in the English Indices of Deprivation 2010, as published from time to time, by the Department of Communities and Local Government (DCLG), or in any similar or equivalent index or table as maybe published from time to time, by any central or local government or public body in any member state of the European Union;

(h) Documents means the documents (including, reports, recommendations, expert witness reports, documentary evidence, advertising materials, databases, sketches, drawings, designs, logos and other documents and information) in any way specifically prepared by the Consultant in connection with the Services whether or not in existence prior to the commencement of the Services;

(i) Fee means the sum indicated in the Order to be paid by the City in consideration of the Consultant carrying out and completing the Services to the City’s satisfaction;

(j) Limitation Period unless stated otherwise in the Order means the period of 6 years commencing from either the date of completion of the whole of the Services, or (if earlier) the date upon which the Consultant’s engagement under this Agreement is terminated;

(k) Materials means all background and third party information and materials including, database rights, patents, registered and unregistered designs, logos, internet domain names, business or trade names and registrations, and all registered and unregistered trademarks, (and any applications for registration therefor if any) in any way used by the Consultant in preparation of the Documents;

(l) Order means the order form or Deed issued by the City (into which these Conditions are

incorporated by reference) instructing the Consultant to provide the Services;

(m) Payment Period means (unless otherwise specified in the Order) 20 Working Days from receipt of a valid invoice and fee account (accompanied by detailed timesheets where requested or such other supporting evidence as may be reasonably requested by the City);

(n) Policies of the City means respectively the Standing Orders, Financial Regulations, The City of London Procurement Code (as may be amended from time to time) and Equal Opportunities Policy of the City, currently in force, copies of which can be obtained from the Supervising Officer, together with any further City policies identified in this Agreement;

(o) Services means those services as set out on or referred to in the Order;

(p) Stage means any stage or point of progress in the execution of the Services if any as will be set out and so defined in the Order;

(q) Supervising Officer means the person named in the Order or any person designated or nominated by the City in writing as its representative, in relation to instructions to, and receipt of information, documents, etc. from the Consultant under this Agreement; and

(r) Working Day means Monday to Friday inclusive, excluding Christmas Day, Good Friday or a day which under the Banking and Financial Dealings Act 1971 is a bank holiday in England.

1.2 Headings are for information only and do not form part of this Agreement.

1.3 A reference to any Act of Parliament or to any Order, Regulation, Statutory Instrument, enforceable EU Legislation, Code of Practice or the like will include reference to any amendment or re-enactment of the same.

1.4 Words importing the masculine gender include the feminine gender; words in the singular include the plural and vice versa and words importing individuals will be treated as importing corporations companies and/or partnerships and vice versa.

1.5 The terms of this Agreement will be the sole terms applying to this Agreement and all other conditions of contract, or terms of trade, supplied by the Consultant are specifically excluded and do not amend, or in any way displace the terms and conditions of this Agreement.

2. Services

2.1 The City engages the Consultant and the Consultant agrees to carry out the Services subject to and in accordance with the terms of this Agreement.

2.2 The Consultant will provide suitably qualified personnel to carry out the Services using all reasonable skill, care and diligence having regard to current knowledge, information and good practice.

2.3 The Consultant will in the execution of the Services take account of any Statute, Statutory Instrument, Byelaw, relevant British Standard or equivalent European Standard or other mandatory requirement or Code of Practice and the Policies of the City, which may be in force, or come into force, during the execution of the Services.

2.4 The Consultant will collaborate and work in consultation with any other consultants or contractors appointed now, or at any time by the City, during the provision of the Services.

2.5 The Services will be performed by the Consultant within the time limit stated in the Order (or if none stated, within a reasonable time)

2.6 If the Services set out in the Order are set out in Stages, the Consultant will not proceed with any Stage without the written authority of the Supervising Officer.

2.7 The Consultant will, if so required, attend upon a Committee of the City, or any statutory or public body, on any matter concerning the Services and will attend any meetings called by the Supervising Officer, make such reports concerning the Services as the Supervising Officer may reasonably require.

2.8 The City will be relying upon the Consultant’s skill and expertise in the provision of the Services and also upon the accuracy of all statements made and advice given by the Consultant in connection with the provision of the Services and the accuracy of any documents, reports or other materials drawn up or created by the Consultant in relation to the same, subject always to the Consultant’s obligations set out in Condition 2.2.

2.9 If instructed to do so, the Consultant will carry out Additional Services. Any such instruction will only be regarded as valid and in accordance with this Agreement if it is headed “Additional Services”. The Consultant will be remunerated for the provision of Additional Services by a pre-agreed lump sum figure in writing, or in the absence of such an agreement on an hourly basis in accordance with the rates set out in the Order.

2.10 Where the Consultant is to be paid under Condition 2.9 for carrying out Additional Services at an hourly rate the City will only be obliged to consider applications for such payments where they are supported by duly completed timesheets in accordance with the format set out in Appendix 1.

2.11 The Consultant will only be entitled to receive additional payments where it has received a written instruction from the Supervising Officer strictly in accordance with Condition 2.9.

3. Payment

3.1 The City will pay to the Consultant and the Consultant will accept in full satisfaction for the performance of the Services the Fee, or such other amount as may become payable to the Consultant in accordance with, at the times and in the proportions set out in, this Agreement, together with any correctly charged V.A.T. that is applicable.

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3.2 Where it is agreed that interim payments on account are to be made to the Consultant by the City, these payments will be made at intervals, or on the dates set out in the Order which will be the payment due date in this Agreement. Payment for the Services and any Additional Services will, unless otherwise agreed in writing, be made by the City within the Payment Period. The last day of the Payment Period is the final date for payment under this Agreement.

3.3 As a condition precedent to payment the City’s Purchase Order number must be indicated on any invoice submitted by the Consultant in connection with this Agreement. The City will be entitled to reject any invoice submitted by the Consultant in the event that the City’s relevant Purchase Order number is not stated on the invoice.

3.4 Without waiver or limitation of any rights or remedies the City will be entitled to withhold, deduct or set-off from any amounts due or owing by the City to the Consultant in connection with this Agreement any losses, costs or damages arising from the Consultant’s breach of this Agreement, or any other agreement, subject always to the City giving the Consultant written notice not later than 5 Working Days before the final date for payment of the amount due, which will specify any amount proposed to be withheld, deducted or set-off, the ground or grounds for such withholding and/or deduction.

4. Insurance & Indemnity

4.1 The Consultant will have and keep in force Professional Indemnity insurance and Public Liability insurance and if applicable Employer’s Liability Insurance to cover any claim made against them by the City in relation to their Services including any loss arising out of the breach of Condition 2 and will upon request, from time to time, produce to the Supervising Officer suitable proof that such cover is in place.

4.2 The Consultant will indemnify the City against any claims for loss or damage to property or injury or death to any person arising directly out of their obligations and the performance of the Services.

5. Intellectual Property Rights

5.1 upon completion of the Services or earlier termination of the Consultant’s engagement under Condition 18, all of the Documents will immediately be delivered to the City. Where the Order states that:

(a) Option A applies, all of the Documents will be the property of the City in all respects and the Consultant hereby assigns full copyright and future copyright and all other intellectual property rights in the Documents to the City; or

(b) Option B applies, the Consultant hereby grants to the City an irrevocable non-fee paying exclusive licence for the use thereof for whatever purpose related to the Services or the future support and development of the Services or any project or delivered product arising out of the Services and in whatever medium the City deems appropriate.

5.2 In addition to the assignment/licensing and assignment of the intellectual property rights under Condition 5.1, and notwithstanding any other provision of this Agreement, the Consultant:

(a) Will on completion of the Services or earlier termination of the Consultant’s engagement under Condition 18, assign and transfer all database rights, patents, registered and unregistered designs, logos, internet domain names, business or trade names and registrations, and all registered and unregistered trademarks, (and any applications for registration therefor if any) specifically prepared for the City under this Agreement or for the purposes of entering into this Agreement.

(b) hereby grants to (or will procure for the benefit of) the City, a non-exclusive licence to use the Materials for whatever purpose and in whatever medium the City deems appropriate and will immediately deliver copies of such Materials to the City.

5.3 To the extent necessary for the on-going use of the delivered product or the Services, the Consultant grants to (or procures for the benefit of) the City an irrevocable non-fee paying non-exclusive licence to use their or appropriate third party logos, trademarks and other intellectual property together with all appropriate hosting agreements, websites and other software in accordance with agreed guidelines or conditions for the purposes of the Services and any on-going project as set out or referred to in the specification of the Services.

5.4 The Consultant acknowledges that Copyright and all other intellectual property rights in this Agreement (including the City's requirement/specification/design brief as referred to in the specification of the Services, all documents and materials together with any images, designs, logos and layouts and all patents, domain names, business or trade names and trademarks (whether registered, unregistered, applied for or pending or otherwise) and all other intellectual property rights included therein), remains at all times vested in the City or other owners and the City hereby grants to the Consultant a limited licence to use such City’s requirement/specification/design brief documents and materials etc. solely for the purposes of providing the Services to the City and for no other purpose whatsoever.

5.5 The Consultant acknowledges that the City may withhold any sums due under this Agreement if the Consultant fails to comply fully with the provisions of this Condition 5 until such time as the Consultant so complies.

5.6 The Consultant warrants that it has power and necessary authority to enter into this Agreement and to grant the rights and licences in the Documents and Materials and that the use of the Documents and Materials will not breach any third party intellectual property rights.

6. Confidentiality & Publicity

6.1 The Consultant will only divulge Confidential Information to those employees who are directly involved in the Services or are engaged in support of them and will ensure that such employees are aware of, and will comply with, these obligations as to confidentiality.

6.2 The Consultant will not advertise, or publicly announce that it undertakes work for the City, nor will it make any press release, or statement, without the prior written consent of the Supervising Officer.

6.3 The Consultant agrees and warrants that it will not without the prior express written consent of the City:

(c) use for its own benefit or otherwise exploit any Confidential Information nor divulge to any other party that the Consultant is intending to, or has tendered for, or been appointed to perform, the Services;

(d) disclose any Confidential Information, in whole or in part, to any third person, firm, company or other such similar entity or otherwise use such information to the detriment of the City for example, but not limited to, the pursuit of a business opportunity;

(e) use the Confidential Information for any purpose whatsoever other than that for which the Consultant is specifically given access; or

(f) use the Confidential Information for any illegal or immoral purposes.

6.4 The Consultant will take all reasonable precautions necessary to safeguard the personal nature of the Confidential Information and will advise and inform its personnel and agents to strictly observe such obligations.

6.5 All notes, data, reference materials in any way incorporating, or reflecting, any of the Confidential Information will belong exclusively to the City and the Consultant agrees to turn over all copies of such materials in its control to the City upon request, or upon completion of the Services, or upon termination of the Consultant’s engagement under this Agreement.

7. Data Protection

7.1 The City is registered to process personal data under the Data Protection Act 1998. The Consultant acknowledges this and will, in the event that the Services require it to process personal data:

(a) comply in all respects with the Data Protection Act 1998 and do nothing to cause the City to fail in its obligations under the same;

(b) only process or be granted access to personal data in accordance with the applicable data protection laws in the United Kingdom and the terms of this Agreement and for the purposes of performing its obligations and/or exercising its rights under this Agreement, and if processing personal data on behalf of the City the Consultant will only act in accordance with instructions from the City;

(c) warrant that it has in place and undertake to maintain throughout the term of this Agreement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage, or disclosure of personal data, that are satisfactory to the City, and adequate security programmes and procedures to ensure that unauthorised persons do not have access to the personal data or to any equipment used to process personal data; and

(d) take reasonable steps to ensure the reliability of personnel having access to personal data held by the City, and ensure that such personnel are fully aware of the measures to

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be taken when processing such personal data.

7.2 In the event that the Consultant receives a written request from the City for information about, or a copy of, personal data held by the City, the Consultant will supply such information or data to the City within such time and in such form as specified in the request (such time to be reasonable) or if no period of time is specified in the request, then within 10 Working Days from the date of the request.

7.3 The City remains solely responsible for determining the purposes and manner in which personal data held by the City is to be processed. The Consultant will not share any such personal data with any sub-consultant or third party unless there is a written contract in place which requires the sub-consultant or third party to:

(a) only process such personal data in accordance with the City’s instructions to the Consultant; and

(b) comply with the same data protection requirements that the Consultant is required to comply with under this Agreement.

7.4 The provisions of this Condition 7 will continue in perpetuity.

8. Delegation & Third Party Rights

8.1 The Consultant will not unless permitted, in writing, by the Supervising Officer and on terms acceptable to the City, sublet to, or sub-contract with any third party for all, or any part, of the Services.

8.2 The Consultant will not assign, or transfer, the benefit, or obligations of this Agreement, or any part of them.

8.3 Nothing in this Agreement confers or purports to confer any rights to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999 on any person who is not a party to this Agreement.

9. Status of the Consultant

9.1 Nothing contained in this Agreement, or elsewhere, is to be read, or construed, as a contract of employment so as to place the parties in the position of employer or employee. Nothing contained in this Agreement is to be so construed as to constitute either party to be the agent of the other. This Agreement does not operate so as to create a partnership or joint venture of any kind between the parties.

10. Force Majeure

10.1 The City reserves the right to postpone or to cancel this Agreement or reduce the Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the City including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

11. Notices

11.1 Any demand notice, or other communication, required to be given hereunder will be sufficiently served if served personally on

the addressee, or if sent by a pre-paid first class special delivery post, or by facsimile transmission to the registered office, or last known address of the party to be served with it and if so sent will subject to proof of the contrary, be deemed to have been received by the addressee on the second Working Day after the date of posting, or on successful transmission as the case may be.

12. Waiver & Severance

12.1 Failure by the City at any time to enforce the provisions of this Agreement, or to require performance by the Consultant of any of the provisions of this Agreement, will not be construed as a waiver of any such provision and will not affect the validity of this Agreement, or any part of this Agreement, or the right of the City to enforce any provision in accordance with its terms, at any time.

12.2 If any provision in this Agreement becomes void, voidable or unenforceable by virtue of the coming into force of any statute or other mandatory legislation or in the event of any provision being declared by any court of competent jurisdiction to be such, then and in such event, the balance of this Agreement will remain in full force and effect.

13. Bribery

13.1 The Consultant must comply at all times with the provisions of the Bribery Act 2010, in particular Section 7 thereof in relation to the conduct of its employees, or persons associated with it.

13.2 The Consultant warrants that, at all times, it has in place adequate procedures designed to prevent acts of bribery from being committed by its employees or persons associated with it, and must provide to the City at its request, within a reasonable time, proof of the existence and implementation of those procedures.

13.3 The City is entitled by notice to the Consultant to terminate the Consultant’s engagement under this or any other contract with the Consultant if, in relation to this or any other such contract, the Consultant or any person employed by it or acting on its behalf commits an offence in relation to the Bribery Act 2010.

14. Discrimination

14.1 The Consultant must not unlawfully discriminate within the meaning and scope of the Equality Act 2010 or Schedule 8 of the Employment Equality (Age) Regulations 2006.

14.2 Without prejudice to the generality of Condition 14.1, the Consultant is to comply with the City’s Equal Opportunities Policy, a copy of which has been provided to the Consultant by the City.

14.3 The Consultant will take all necessary steps to secure the observance of the provisions of Conditions 14.1 and 14.2 by all its employees, servants, agents or sub-contractors employed in the performance of the Services.

15. Freedom of Information

15.1 In the event that the City receives a request in connection with the Freedom of Information Act 2000 or the Environmental Information Regulations 2004:

(a) the Consultant will use reasonable endeavours to assist the City, at no additional charge and within such timescales as the City may reasonably specify, in meeting any

requests for information in relation to this Agreement or the Services which are made to the City; and

(b) the City will, wherever reasonably practical, consult with the Consultant before disclosing information that relates to the Consultant.

15.2 All information provided or assistance rendered by virtue of the Consultant’s obligations under this Condition 15 is part of the Consultant’s general obligations to the City and will be at no cost to the City.

16. Community Benefit & Sustainable Development

16.1 Where indicated in the Order, the Consultant will use its reasonable endeavours to procure at least 10% of the value of any supplies, services and works from sub-consultants and/or suppliers whose businesses have registered offices, (or seats of business as this latter term may be defined in the law of any member state of the European Union) in a Deprived Area(s) located in areas contiguous to the boundaries of the City of London.

16.2 For the purposes of this Agreement the figure of 10% referred to in Condition 16.1 has been calculated as a percentage of the Fee.

16.3 If requested by the City, from time to time, the Consultant will provide written evidence of its compliance with the target set out in Condition 16.1.

16.4 The Consultant acknowledges being aware generally of the European Union initiatives in matters of training skills and apprenticeship and more particularly with the requirements of the Apprenticeships, Skills, Children and Learning Act 2009 in matters relating to the creation of Apprenticeships Frameworks and the issuing of Apprenticeships Certificates and the wider social issues relating thereto. In the event that this Agreement requires any particular education and/or skills training to be made available and/or undertaken as part of the Services, the Consultant will ensure that it is made available or undertaken. Where there is no such particular requirement, the Consultant is encouraged by the City to ensure that appropriate training and opportunities for education, including (if appropriate) the provision of Apprenticeships, is available to its employees.

16.5 The Consultant is encouraged to suggest economically viable methods of procuring the Services or the subject thereof which, if instructed by the City, may result in an improvement in environmental performance in the carrying out of the Services or the subject thereof.

17. Audit

17.1 During the course of the Services and for the Limitation Period, the City may conduct or be subject to an audit for the following purposes:

(a) to verify the accuracy of the fees paid to the Consultant (and proposed or actual variations to it in accordance with this Agreement) and/or the costs of all suppliers (including sub-contractors) for the Services;

(b) to review the integrity, confidentiality and security of any data relating to the City;

(c) to review the Consultant's compliance with the Data Protection Act 1998 or any other applicable legislation;

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(d) to review any records created during the course of the Services;

(e) to review any books of account kept by the Consultant in connection with the provision of the Services;

(f) to carry out the audit and certification of the City's accounts;

(g) to carry out an examination pursuant to any legislation applicable to the economy, efficiency and effectiveness with which the City has used its resources; or

(h) to verify the accuracy and completeness of any reports delivered or required by this Agreement.

17.2 Except where an audit is imposed on the City by a regulatory body, the City may not conduct an audit under this Condition 17 more than once in any calendar year.

17.3 The City will use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Consultant or delay the provision of the Services.

17.4 Subject to the City's obligations of confidentiality, the Consultant must on demand provide the City and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including:

(a) all information requested by the above persons within the permitted scope of the audit;

(b) reasonable access to any sites controlled by the Consultant and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and

(c) access to the Consultant's personnel.

17.5 The City will endeavour to (but is not obliged to) provide at least 10 Working Days’ notice of its or, where possible, a regulatory body's, intention to conduct an audit.

17.6 The parties agree that they will bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Condition 17, unless the audit identifies a material failure of the Consultant to perform its obligations under this Agreement in which case the Consultant must reimburse the City for all the City's reasonable costs incurred in the course of the audit.

17.7 If an audit identifies that:

(a) the Consultant has failed to perform its obligations under this Agreement in any material manner, the parties will agree and implement a remedial plan. If the Consultant's failure relates to a failure to provide any information to the City about the Consultant’s fees, any interim payment or proposed further payment, the Consultant's costs or any proposed or actual variations, then the remedial plan will include a requirement for the provision of all such information;

(b) the City has overpaid, the Consultant must pay to the City the amount overpaid within 15 Working Days. The City may deduct the relevant amount from the Fee if the Consultant fails to make this payment; and

(c) the City has underpaid, the City will pay to the Consultant the amount of the under-payment less the cost of audit incurred by

the City if this was due to a default by the Consultant in relation to invoicing within 15 Working Days.

18. Termination

18.1 The City may terminate the Consultant’s engagement under this Agreement by written notice, such notice being effective immediately, in the event of any of the following occurrences:

(a) if the Consultant refuses, or neglects, to execute the Services, or any part of them, or commits any breach of any obligation imposed upon it by this Agreement, or refuses, or neglects within a reasonable time to comply with any instructions given to it by the Supervising Officer;

(b) if the Consultant refuses or neglects to comply with the Policies of the City, or any provisions of such policies, or commits any breach of any obligation imposed upon the Consultant by such policies, or refuses, or neglects within a reasonable time to comply with any instructions given to the Consultant by the City in regard to such Policies;

(c) if the Consultant being an individual or a partnership has a petition for bankruptcy presented to the courts becomes bankrupt or makes a composition or arrangement with his creditors or has a proposal in respect of himself or his firm for a voluntary arrangement for a composition of debts or scheme of arrangement approved in accordance with the Insolvency Act 1986 as amended, by the Enterprise Act 2002, or where an application for bankruptcy is made against any individual partner of the firm, or where the partnership has a provisional liquidator receiver, or manager of its business duly appointed, or where the partnership is dissolved save for the purposes of bona fide reconstruction on terms acceptable to the City, or where a substantial change in the partners occurs;

(d) if the Consultant being a company has an application made under the Insolvency Act 1986 as amended by the Enterprise Act 2002 in respect of its company to the court for the appointment of an administrator, or having a winding up order made, or a resolution passed (except for the purposes of amalgamation or reconstruction on terms acceptable to the City) for voluntary winding up, or having a provisional liquidator, receiver, or manager of its business, or undertaking duly appointed or having an administrative receiver as defined in the Insolvency Act 1986 as amended, by the Enterprise Act 2002, appointed, or having possession taken by, or on behalf of, the holders of any debentures secured by a floating charge;

(e) in the event of any substantial change in legal status, or of circumstances occurring which will materially affect the contractual relationship between the parties, or the rights of the City to sue, or otherwise recover monies due, or enforce any other right arising under this Agreement which for the purposes of this Agreement has not been agreed between the parties;

(f) if at any time progress on any part of the Services appears to the Supervising Officer to be unnecessarily delayed by any cause within the reasonable control of the Consultant and such delay and the cause of it if capable of remedy is not remedied within 5 Working Days after an instruction in writing requiring

the same is given to the Consultant by the Supervising Officer;

(g) in the circumstances specified in Condition 13.3; or

(h) in the circumstances specified in regulation 73(1) of the Public Contracts Regulations 2015.

18.2 If the City at any time in its absolute discretion wishes to abandon, defer, delay, postpone or substantially modify the provision of the Services, the City may give written notice to terminate the Consultant’s engagement or suspend the whole or any specified part of this Agreement with immediate effect.

18.3 If the City terminates the Consultant’s engagement under Condition 18.2, the City will pay to the Consultant:

(a) at the conclusion of any agreed Stage of the Services such sum as will have been agreed upon the execution of this Agreement to represent the consideration due for the completion of any such Stage; or

(b) where no Stages have been defined, or in the event of termination at a time when any Stage is part performed by the Consultant, such proportion of the consideration for either the Services, or the part performed Stage of the Services, as the Supervising Officer, acting reasonably, determines represents a fair proportion of the consideration due to the Consultant, in accordance with the Order for the Services authorised by the Supervising Officer and performed by the Consultant.

18.4 Termination of the Consultant’s engagement or completion of this Agreement will not prejudice any rights and remedies of the City and the Consultant that may have accrued before such termination, or completion, or prejudice the right of either party to recover any amount outstanding at such termination, or completion.

19. Construction projects

19.1 Where applicable, the Consultant will carry out and fulfil, in all respects, the duties of a ‘designer’ (and, if so indicated in the Order, as the ‘principal designer’) under the Construction (Design and Management) Regulations 2015.

19.2 In the event that this Agreement constitute a contract to which the provisions of Part II of The Housing Grants, Construction and Regeneration Act 1996 apply, the following provisions of this Condition 19 will apply, but not otherwise.

19.3 Not later than 5 Working Days after the payment due date, either:

(a) the City will give a notice to the Consultant, which confirms the following:

the sum that the City considers to be or to have been due at the payment due date in respect of the payment, and

the basis on which that sum is calculated; or

(b) the Consultant will give a notice to the City confirming the following:

the sum that the Consultant considers to be or to have been due at the

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payment due date in respect of the payment, and

the basis on which that sum is calculated.

It is immaterial that the sum referred to in this Condition 19.3 may be zero.

19.4 Subject to Condition 19.5, if notice is not issued by the City pursuant to Condition 19.3(a) the Consultant may issue a notice pursuant to Condition 19.3(b) at any time after the date on which the notice referred to in Condition 19.3(a) is required to be given and where the Consultant gives a notice complying with Condition 19.3(b), the final date for payment of the sum specified in the notice is for all purposes to be regarded as postponed by the same number of days as the number of days after the date that the notice was given.

19.5 If the Consultant’s invoice issued pursuant to Condition 3.2 complies with the provisions of Condition 19.3(b) then the Consultant may not give another such notice pursuant to Condition 19.3.

19.6 To the extent not already paid, the City must pay the notified sum on or before the final date for payment unless either:

(a) it gives to the Consultant a notice of the City’s intention to pay less than the notified sum specifying:

the sum that the City considers to be due on the date the notice is served, and

the basis on which that sum is calculated,

such notice must be given not later than 5 Working Days before the final date for payment and it is immaterial for the purposes of this Condition 19.6 that the sum referred to in such notice may be zero; or

(b) the Consultant becomes insolvent not earlier than 5 Working Days before the final date for payment, in which event the City need not pay any sum due in respect of the payment.

19.7 If any dispute or difference arises under or in connection with this Agreement, which either party wishes to refer to adjudication, Part 1 of the Schedule to the Scheme for Construction Contracts (England and Wales) Regulations 1998 as amended by the Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment) (England) Regulations 2011 will apply except that:(a) the nominating body will be the Technology

and Construction Solicitors Association.(b) in the first sentence of paragraph 1(3) the

word briefly are deleted and substituted by the words in detail.

(c) paragraph 22 is deleted and substituted with the following:The adjudicator must give a decision together with reasons therefor in writing and may award costs as part of the decision. Each party will be entitled to make written representations as to why it should not be allocated any portion of the costs flowing from the adjudicator’s decision, and the adjudicator must take due consideration including giving reasons for his further

determination in this regard. If no award as to costs is made by the adjudicator, the parties will bear the costs of the adjudication in equal shares.

(d) a new paragraph 22A(5) is inserted as follows:As part of the corrected decision, the adjudicator also has power to reassess his prior determination as to which party will be responsible for the costs flowing from his corrected decision.

20. Governing Law & Disputes

20.1 Except where Condition 19.7 applies, if any dispute arises out of this Agreement which cannot be amicably settled between the parties then the parties will attempt to settle such dispute by mediation in accordance with the Model Mediation Procedure published the by Centre for Effective Dispute Resolution from time to time. Neither party will commence any court proceedings/litigation in relation to any dispute arising out of this Agreement until they have attempted to settle it by mediation and that mediation has terminated.

20.2 The Consultant will continue to perform its obligations (including, any Additional Services) even if any dispute resolution procedure has been invoked under this Condition 20 by either party.

20.3 This Agreement will be governed by and construed in accordance with the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

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APPENDIX 1

WEEKLY TIMESHEET for “Additional Services” Payments as required by Condition 2.9 (To be completed whenever additional time charges are sought)

PROJECT:

CONSULTANT:

NAME: STAFF NO: WEEK COMMENCING: (1)

DETAILED DESCRIPTION OF TASK FOR WHICH ADDITIONAL FEE IS SOUGHT and the name of the person who gave the written instruction

MON TUE WED THU FRI SAT SUN TOTAL HOURS

AGREED HOURLY RATE

TOTAL COST

Hrs Hrs Hrs Hrs Hrs Hrs Hrs £ £

HOURS:

SIGNED: CHECKED BY:

This Timesheet must be submitted in a reasonable time to the City, and in any event, no later than the first working day in the calendar month after the month that the Additional Services were provided under Condition 2.8). This Timesheet must be

accompanied by copies of the instructions requiring the Consultant to provide Additional Services, in accordance with the Agreement. Any failure on the part of the Consultant to provide copies of any such instructions will render this Timesheet

incomplete and the City shall not be obliged to consider it or to pay the sum, or sums, applied for until the Consultant provides the missing instructions. On provision of any such missing instruction, or instructions, to the City, that is, or are, in compliance

with the Agreement, the City shall be obliged to consider making payment to the Consultant of the sums applied for under the Agreement providing the City receives the same in a reasonable time.