THIS GRANT AGREEMENT Is Made The Day Of Two

this grant agreement is made the day of two thousand and between ======= (1) suffolk county council of endeavour house, russell

THIS GRANT AGREEMENT is made the day
of Two Thousand and
BETWEEN
=======
(1) SUFFOLK COUNTY COUNCIL of Endeavour House, Russell Road, Ipswich,
IP1 2BX (“the Council”)
(2) Name
..............................................................................
Address REGISTERED OFFICE: ......................................
Company Registration number ............ ("Group change everytime ")
BACKGROUND
----------
A. The Council wishes to provide a grant to assist in the
establishment of project name/Details the Project.
B. Group wishes to accept the Council's grant and to provide the
Project on the terms and conditions of this Grant Agreement.
1. Definitions and Interpretation
In this Grant Agreement:
1.1 "Agreement Period" means the period specified in Condition 2;
1.2 "Authorised Officer" means the officer of the Council as defined
in Condition 3;
4.
"Authorised Representative" means Group's representative for the
purpose of this Grant Agreement and as defined in Condition 3;
4.
“Computer System” means computer system used in connection with
the provision of the Services;
4.
“Evaluation reports” means any additional reports that identify
the outcomes that have been achieved. This may include user
surveys, feedback/comments from individual users or end of
project reports.
4.
"Grant" means the annual sum set out in Condition 5 paid in
accordance with the provisions of that Condition;
4.
"Grant Agreement" means this Grant Agreement incorporating the
attached Schedules including any modification made in accordance
with the Grant Agreement;
4.
“Milestones” means the milestones for provision of the Project
as set out in the Specification;
1.9 “Monitoring Data" means such information as the Council may from
time to time require, including (i) the implementation Plan and (ii) a
breakdown of expenditure, statistical information and a narrative
report regarding delivery of outcomes/outputs to be supplied quarterly
by Group in respect of the previous quarter;
1.10 “Implementation Plan” means a plan provided by Group setting out
its plans for providing the Project over the period of the grant;
1.11 “Network” means the Council’s voice, data, local area, wide-area
and value-added networks;
1.12 “Project Start Date" means the date agreed between the Council
and Group as the date on which the Project will commence as set out in
Schedule 1;
1.13 "Project" means the provision of the project by Group in
accordance with the Specification set out in Schedule 1 and otherwise
in accordance with this Grant Agreement;
1.14 “Services” means the services to be provided by Group as
described in the Specification and this agreement;
1.15 “Software” means the software purchased by the Council to assist
in the provision of the Project;
1.16 “Specification” means the specification for the Project set out
at Schedule 1;
1.17 "Staff" means any person whether paid or unpaid engaged upon the
provision of the Project and under the control of Group;
1.18 "User/Client" means any person for whom Group provides services
as part of the Project;
1.19 “Work stations” means the work stations used by Group’s Staff for
the purpose of the Project, details of which shall be provided to the
Council in writing upon request;
1.20 This Grant Agreement is governed by English law and the parties
submit to the exclusive jurisdiction of the English Courts.
1.21 Any reference to statutory provisions includes reference to:-
1.21.1 any statutory provision by which it is re-enacted,
consolidated, amended or extended;
1.21.2 any statutory provision which it re-enacts, consolidates,
amends or extends; and
1.21.3 all statutory instruments made under it or them.
1.22 Words implying the masculine gender include the feminine gender
and vice versa; words in the singular include the plural and vice
versa and words implying individuals shall be treated as implying
groups and vice versa.
1.23 The headings do not affect the interpretation of this Grant
Agreement and any reference to a condition, clause, sub-clause,
schedule or annex is a reference to a condition, clause, sub-clause,
schedule or annex of this Grant Agreement, unless stated otherwise.
1.24 If any provisions of this Grant Agreement become or are declared
by a Court of competent jurisdiction to be invalid or unenforceable
such invalidity or un-enforceability shall in no way impair or affect
any other provisions all of which shall remain in full force and
effect.
1.25 All parts of the Grant Agreement are to be read as mutually
explanatory except that the terms of the Grant Agreement shall prevail
over any inconsistent terms or provisions in any Schedule.
2. Duration of Grant Agreement
2.1 The Grant Agreement shall be deemed to have commenced on [ ] and
shall continue in force until [ ] unless terminated in accordance with
the provisions of Condition 19 or as a result of action taken in
accordance with the general law.
3. Authorised Officer
3.1 The Authorised Officer shall be the person whose name is from time
to time notified to Group by the Council. The Council shall use
reasonable endeavours to give at least one month's advance notice in
writing of any change of its Authorised Officer.
3.2 Group shall appoint and notify the Council of the name of the
Authorised Representative empowered to act on behalf of Group for all
purposes connected with the provisions of the Project. Group shall use
reasonable endeavours to give at least one month's advance notice in
writing of any change of Group's Authorised Representative.
4. The Project
1.
Group shall during the Agreement Period provide the Project and
the Services in accordance with the provisions of the
Specification and the other terms of this Grant Agreement.
5. Payment Terms and Conditions
1.
Subject to the terms of this Grant Agreement, the annual Grant
payable to Group shall be the sum of £XXX.
2.
The Council shall provide the annual Grant to Group in equal
quarterly instalments payable in advance.
3.
Payment shall be subject to prior receipt of (a) satisfactory
Monitoring Data from Group for the quarter just ended and (b) a
quarterly invoice for the next instalment.
4.
The Council agrees to make payment within 30 days of receipt of
the information set out at Condition 5.3.
5.
Where Group fails to meet a Milestone and a corrective plan has
not been agreed by the parties and progress evidenced, the
Council may withhold payment of an instalment of the Grant, or a
proportion of the instalment of the Grant, as it considers
appropriate, acting reasonably.
6.
(Where funding is being used to fund specific posts use this
clause:) Further to clause 23 of this agreement, if the service
is not delivered due to one or more of the agreed posts being
vacant, the grant will be paid on a pro rata basis excluding the
salary for those posts for the period that they are vacant.
6. Variations
1.
This Grant Agreement may only be varied by written agreement of
the Authorised Officer and the Authorised Representative
7.
Group’s General Obligations
Group shall:
7.1 Use the Grant only for the provision of the Project and in
accordance with this Grant Agreement, including the requirements set
out at Schedule 1.
7.2 Not amend the Business Plan/service specification approved as part
of its Grant application without the prior written approval of the
Council.
7.3 Not represent itself as being the servant or agent of the Council
or as having the authority to bind the Council other than as permitted
in the Grant Agreement and it shall ensure that its Staff and agents
do not present themselves likewise.
4.
Acknowledge that the Council is not in any way liable for the
actions of Group and Group will make this clear to all its
clients, suppliers, employees and volunteers, and anyone else
with whom it deals.
4.
Comply with all legislation and regulation governing its area of
operation and the Services.
4.
Provide the Services and the Project with reasonable care and
skill.
4.
Meet the Milestones and performance outcomes set out in the
Specification and notify the Council where Group becomes aware
that any element of a Milestone may not be reached so that the
parties may discuss an appropriate corrective plan.
8. Staffing
8.1 Group shall employ sufficient staff to ensure that the Project is
provided at all times and in all respects in accordance with any
legislative requirements governing the Project.
8.2 Group shall ensure that all Staff are honest, careful, suitably
qualified, competent in the skills required, and have the capabilities
and experienced to deliver the Project.
8.3 Group shall ensure that all Staff and candidates for appointment
as Staff have satisfactory results from checks with the Disclosure and
Barring Service and shall ensure that no Staff with convictions are
used in the provision of the Project without the prior written
permission of the Authorised Officer.
8.4 Group shall in addition require all new Staff to provide two
references, which must confirm competency and suitability for the
post. Where appropriate one reference should be from a current or most
recent employer.
8.5 Staff involved in delivery of the Project to Users/Clients shall
be supplied with a form of identification by Group.
8.6 Group shall have in place appropriate equal opportunities,
grievance and disciplinary procedures and shall provide details of
these to the Council if requested to do so by the Authorised Officer.
8.7 Group shall comply with and ensure all Staff know, understand and
abide by all relevant statutory requirements and Group's policies and
procedures and in particular those relating to:
8.7.1 Health and safety at work;
8.7.2 Safeguarding children and vulnerable adults
8.7.3 Equal opportunities and anti-racist practice;
8.7.4 Data protection and copyright;
8.7.5 Insurance and indemnity;
8.7.6 Employment law including risk assessment;
8.7.7 Disability discrimination.
9. Data Protection
9.1 Group and the Council shall each comply with their respective
obligations under the Data Protection Act 1998 (as amended or replaced
from time to time) (DPA) as specified in this Condition 9. Neither
party shall do any act that puts the other party in breach of its
obligations set out in this Condition 9 and nothing in this agreement
shall be deemed to prevent any party from taking the steps it
reasonably deems necessary to comply with the DPA.
9.2 Group shall be the data processor (as defined in the DPA) in
respect of all personal data processed in the performance of the
Project;
9.3 In respect only of personal data which Group processes on behalf
of the Council in connection with the Project, Group shall:
9.3.1 only process the personal data in accordance with instructions
from the Council, which may be specific instructions or standing
instructions of general application in relation to the Project,
whether set out in this agreement or otherwise notified to Group;
9.3.2 unless otherwise agreed in writing, only process the personal
data to the extent and in such manner as is necessary for the
provision of the Project or as is required by law or any regulatory
body;
9.3.3 maintain sufficient technical and organisational measures to
prevent unauthorised or unlawful processing of personal data and to
prevent any loss, destruction or unauthorised disclosure of personal
data having regard to the nature of the personal data to be protected;
9.3.4 promptly notify the Council if it receives a request from a data
subject (as defined in the DPA) to have access to personal data or any
other complaint or request relating to Group's obligations under the
DPA and provide full co-operation and assistance to the Council in
relation to any such complaint or request (including, without
limitation, by allowing data subjects to have access to their personal
data); and
9.3.5 otherwise provide reasonable assistance to the Council as
necessary to allow the Council to comply with the DPA.
9.4 Group shall indemnify the Council against each loss, liability and
cost incurred by the Council as a result of the breach of this
Condition 9 by Group.
10. Use of Software and ownership of Database
10.1 The Council hereby grants to Group a non-exclusive,
non-transferable licence to use the Software by way of remote access
from the Workstations for the duration of this agreement for the
purposes of processing the Data on the Computer System.
10.2 Group shall have no right to access or use the source code of the
Software. Group agrees that it shall not attempt to reverse compile,
decompile, disassemble or reverse engineer the Software, nor shall it
amalgamate, amend, incorporate, modify, reproduce, translate or
otherwise alter the same into or with any other software or use the
same in conjunction with any other software.
10.3 Group shall not attempt to make any part of the Software or the
documentation for it available, or otherwise allow access to the same
to any third party except as required by law. In addition, Group shall
not use the Software or the documentation for the benefit of itself or
any third party.
10.4 The Software and all intellectual property rights of whatever
nature in such Software and the documentation for it are and shall
remain the property of the Council. The Council reserves the right to
grant licences to use such Software to any other party or parties.
10.5 The Council shall be the owner of all data which Group inputs
onto the Council’s database in connection with the Project whether
using the Software or otherwise
10.6 Where Group requires access to the Council’s ICT Network for the
purposes of performing its obligations under this agreement, Group
must comply with the Council’s Baseline Personnel Security Standard
(as described in Condition 10.7 below).
10.7 In order to comply with the Baseline Personnel Security Standard
Group must do the following in respect of staff who will have access
to the Council’s ICT Network:
10.7.1 verify identity;
10.7.2 ensure that Group has obtained a completed and verified
employment history for the three years prior to the first date of
access;
10.7.3 verify nationality and immigration status;
10.7.4 undertake a check with the Disclosure and Barring Service to
ascertain whether the member of staff has any unspent convictions.
10.8 Group agrees to provide the Council with such evidence as the
Council may require to establish that Group has complied with the
provisions of this Condition 10.
10.9 Where Group or its staff or any sub-contractor/ agent/,consultant
or their staff require access to the Council’s ICT Network Group
and/or they (as applicable) must enter into the Council’s Code of
Connection, Acceptable Use of ICT Policy and any other related
policies that the Council specify.
11. Monitoring and Evaluation
11.1 Group shall provide the Council with:
11.1.1 reporting in accordance with the agreed performance
framework/implementation plan
11.1.2 Evaluation reports at intervals as agreed between the council
and Group
11.1.3 Monitoring data within 7 days of the end of each quarter
11.2 Group shall maintain current and accurate records of work carried
out in the provision of the Project, including details of
Users/Clients and shall provide the Council or its nominee with access
to such records and data upon request. All records required by this
Condition shall be kept for six years from the end of this Grant
Agreement.
11.3 Group shall allow the Council to inspect the operation of the
Project at any reasonable time, including the inspection of any
relevant documents and the interview of those who work in the
provision of the Project.
11.4 Group shall participate in any evaluation commissioned by the
Council and subject to reasonable notice provide any information held
by Group required to complete the evaluation.
11.5 When it receives a reasonable request from the Council, Group
will investigate matters of concern and take action in accordance with
its disciplinary policy or procedure.
6.
Group shall provide details of its policies for Staff
recruitment, training, development and supervision to the
Council if requested to do so.
6.
Group shall notify the Council in writing of any proposal for
the change of control of Group
12. Quality Assurance
12.1 Group shall ensure that the Project is provided in accordance
with good industry practice and appropriate quality management
standards.
13. Publicity
13.1 Group shall actively promote and market the Project in accordance
with a marketing strategy approved from time to time by the Council.
13.2 Group shall liaise with the Council before seeking any publicity
relating to this Grant Agreement other than for the purpose of
promoting the Project provided under the Grant Agreement.
13.3 Group shall identify in its publicity material that Group
receives support from the Council and shall use the Council’s logo on
its printed material and display these on the premises from which the
Project are performed.
13.4 Group agrees that the Council may publicise the work of Group in
connection with the Project.
14. Accounts Records and Assets Register
14.1 Group shall submit annually, for a period of 5 years from the
commencement of funding, to the Council an Annual Report and Audited
Accounts, within 2 months of its financial year-end. Where the Project
is part of a larger business a separate income and expenditure account
and balance sheet relating to the specific business unit providing the
service covered by this Grant Agreement and signed by a qualified
accountant shall also be provided annually.
14.2 Group shall ensure that reference is made in Group's Annual
Report and Accounts of the financial support received pursuant to this
Grant Agreement.
14.3 Group shall provide any grant provider or funder, including but
not limited to, the Council, the Council's internal or external
auditors and the Local Government Ombudsman with access to its
financial records, minute books and any other relevant evidence as to
the propriety of its affairs upon and provided that reasonable written
notice of its requirement to inspect is given.
14.4 Group shall maintain an asset register of any capital items
purchased with revenue funding and report any items to be used for
other purposes or disposal to the Council as soon as practicable such
register to be open for inspection by the Council at all reasonable
times.
15. Equal Opportunities
15.1 Group shall make every effort to ensure that the Project is
available to Users irrespective of race, gender, ethnic origin,
religion, culture, disability or sexual orientation.
15.2 Group shall ensure that the views of Users/Clients are taken into
account when evaluating its performance of the Project.
16. Complaints
16.1 Group shall allow access to and keep a chronological central
register, personal files, records of complaints about Project and
Staff and any other relevant issues and shall make the register and
files available to the Council within 2 (two) days of written request.
17. Confidentiality
17.1 In this Condition “Confidential Information” shall mean all
information disclosed by either party to the other in any form or
manner, provided that each such item of information would appear to a
reasonable person to be confidential or is specifically stated by the
disclosing party to be confidential.
17.2 Group notes and agrees to facilitate the Council's compliance
with the Freedom of Information Act 2000 [or any statutory
modification or re-enactment or any related guidelines or codes of
practice] (“the FOIA”)
17.3 Each party shall keep the other's Confidential Information
confidential unless:
17.3.1 the Confidential Information was already lawfully known, or
became
lawfully known to that party independently;
17.3.2 the Confidential Information is in, or comes into, the public
domain other than due to wrongful use or disclosure by the Council or
Group;
17.3.3 disclosure or use of the Confidential Information is necessary
to carry out this Grant Agreement;
17.3.4 disclosure is required by law (including but not limited to
under the FOIA) or disclosure is permitted by the Human Rights Act
1998.
17.4 In the event that the Council is required to provide information
to a person as a result of a request made to it under the FOIA, the
Council shall adhere to the requirements of the FOIA in disclosing
information relating to the Grant Agreement and Group.
17.5 Group shall assist the Council at no additional charge in meeting
any requests for information in relation to the Grant Agreement which
are made to the Council in connection with the FOIA.
18. Indemnity and Insurance
18.1 Group shall at all times during the Grant Agreement maintain
insurance cover with a reputable company to include:
18.1.1 Public Liability in the sum of a minimum of £5,000,000 (five
million) per claim;
18.1.2 Employers Liability in the sum of £5,000,000 (five million) per
claim;
18.1.3 Trustee and Officers Indemnity in the sum of £2,000,000 (two
million) per annum;
18.1.4 Fidelity Guarantee in respect of Trustees/Officers in the sum
of the Grant per claim
18.15 Professional liability insurance in the sum of £2,000,000 (two
million)
18.2 Group shall indemnify and keep indemnified the Council from and
against the injury to or death of any persons, or loss of or damage to
any property or liability incurred, whether criminal or civil, and
legal fees and costs incurred by the Council arising from Group's
provision or attempted provision of the Project including but not
limited to any act of or omission by Group or its Staff or any
contractor working on its behalf whether deliberate or otherwise.
18.3 Group shall supply to the Council annually and at any other time
within 14 days of written request a copy of all insurance policies,
cover notes, premium receipts or such other documents as may satisfy
the Council that Group has complied with this Condition.
19. Assignment and Sub-Contracting
Group shall not within the Grant Agreement period:-
19.1 Assign the Grant Agreement or any part of it or the benefit or
advantage of the
Grant Agreement or any part thereof without the prior written consent
of the
Council;
19.2 Sub-contract the provision of the Project or any part of them to
any person
without the previous written consent of the Council, which consent
shall be in
the absolute discretion of the Council and if given shall not relieve
Group from
any liability or obligation under the Grant Agreement and Group shall
be
responsible for the acts, defaults or neglect of any sub-contractor or
his
agents, or employees in all respects as it they were the acts,
defaults or
neglect of Group its Staff or agents.
20. Termination
20.1 The Council shall be entitled to terminate this Grant Agreement
immediately by written notice to Group if any of the following
applies:-
20.1.1 Group commits a material breach of this Grant Agreement which
is not capable of being remedied;
20.1.2 Group has acted fraudulently or negligently or it has completed
the grant application form in a manner which could be construed as
being either fraudulent, materially incorrect or materially
misleading;
20.1.3 Group or its staff or anyone acting on its behalf offers, gives
or agrees to give or gave or agreed to give to anyone any inducement
or reward or confer any other benefit in respect of this Grant
Agreement or otherwise commits or has committed an offence under the
Prevention of Corruption Acts 1889 to 1916 or under Section 117(2) of
the Local Government Act 1972.
4.
Group ceases to operate the Project or provide the Services;
20.1.5 Group:
a.
in the opinion of the Council becomes unable to meet its debts as
they fall due;
(b) suffers any distress or execution to be levied commits an act of
bankruptcy makes any composition with creditors has a receiver
appointed or goes into liquidation;
(c) becomes bankrupt or makes a composition or arrangement with its
creditors or has a proposal in respect of its company for a voluntary
arrangement or a composition of debts or scheme or arrangement
approved in accordance with the Insolvency Act 1986;
(d) has an application made under the Insolvency Act 1986 to the court
for the appointment of any administrative receiver;
(e) has a winding up order made or (except for the purposes of
amalgamation or reconstruction) a resolution for voluntary winding up
passed;
(f) has a provisional liquidator receiver or manager of its business
or undertaking appointed;
g.
has an administrative receiver as defined in the Insolvency Act
1986 appointed;
(h) has possession taken by or on behalf of the holders of any
debentures secured by a floating charge of any property comprised in
or subject to the floating charge;
(i) is in the circumstances which entitle the court or a creditor to
appoint or have appointed a receiver or manager or administrative
receiver or which would entitle the court to make a winding up order
20.2 Either party may terminate this Grant Agreement immediately by
written notice to the other if the other party commits a material
breach of this Grant Agreement which is capable of being remedied, but
fails to remedy the breach within 30 days of a written notice giving
particulars of the breach and requiring it to be remedied.
20.3 For the avoidance of doubt a material breach of this Grant
Agreement shall occur if Group fails to apply the Grant (or any part
of it) for the provision of the Project in accordance with this Grant
Agreement or fails to complete the project in accordance with this
Grant Agreement.
20.4 The expiry or termination of the Grant Agreement for whatever
cause shall not affect any provision of these Conditions capable of
surviving including but not limited to Condition 17 (Confidentiality)
and 18 (Indemnity and Insurance) for a minimum of six years following
such expiry or termination.
21. Consequences of Termination
21.1 In the event of termination by either party:
21.1.1 no further payment of Grant shall become due or payable after
the date upon which the termination takes effect;
21.2 In the event of termination by the Council:
21.2.1 Group shall repay any or all of the payments made under this
Grant Agreement as required;
21.2.2 ownership of any capital assets acquired purchased built
altered or improved wholly or partly from any payment of Grant made
under this Grant Agreement or any other goods purchased by Group
partly or wholly from any payment of Grant made under this Grant
Agreement shall vest in the Council
22. Suspension of Grant
22.1 The Council shall be entitled to take any necessary steps
(including investigation) required to ascertain whether Group has
performed the Project in accordance with the Grant Agreement
22.2 The Council may suspend payment of Grant where it believes that
Group may be in breach of any of the provisions of the Grant Agreement
22.3 Without prejudice to any of the Council's remedies under the
Grant Agreement the Council shall notify or confirm in writing to
Group any situation causing dissatisfaction with the Project or any
part thereof.
23. Overpayment of Grant
1.
The Council shall be entitled to demand and Group shall upon
such demand be required to repay any Grant received where it is
subsequently established that in the circumstances existing at
the relevant time the Council was liable under the terms of the
Grant Agreement to pay Group a lesser sum or none at all, and in
such circumstances, Group shall immediately upon written demand
setting out full particulars of the overpayment, repay the
amount of the overpayment to the Council within 14 days
2.
The Council shall be entitled to offset against payments due to
Group any amounts owing to the Council from Group (whether or
not payment has been demanded and whether such amounts are due)
under this or any other agreement/contract between the Council
and Group;
3.
Should an audit reveal evidence that sample records supporting
claims for payments made by the Council are incorrect, then the
Council reserves the right to request full production of all
necessary documentation to verify Group's claim
24 Workforce Planning
24.1 Group agrees that within the period of nine months immediately
preceding the expiry of the Grant Agreement or following the service
of a termination notice on receiving a request from the Council:
1.
provide the following information (“the Workforce
Information”) in respect of any person engaged or employed by
Group in the provision of the Project (the Assigned
Employees):
full and accurate details regarding the identity, number, age, sex,
length of service, job title, grade and terms and conditions of
employment of and other matters affecting each of those Assigned
Employees;
24.1.2 provide the Workforce Information promptly and at no cost to
the Council;
24.1.3 notify the Council forthwith in writing of any material changes
to the Workforce Information promptly as and when such changes arise;
24.1.4 be precluded from making any material increase or decrease in
the numbers of Assigned Employees other than in the ordinary course of
business and with the Council’s prior written consent (such consent
not to be unreasonably withheld or delayed);
24.1.5 be precluded from making any increase in the remuneration or
other change in the terms and conditions of the Assigned Employees
other than in the ordinary course of business and with the Council’s
prior written consent (such consent not to be unreasonably withheld or
delayed); and
24.1.6 be precluded from transferring any of the Assigned Employees to
another part of Group or moving other employees from elsewhere in
Group, or their, business who have not previously been employed or
engaged in providing the Project to provide the Project save with the
Council’s prior written consent (such consent not to be unreasonably
withheld or delayed),
and Group must indemnify, and must keep the Council indemnified in
full, and at the Council’s request any provider taking over the
provision of the Project (in whole or in part) against all losses
arising from any breach of the provisions of Condition 24.1.
24.2 On the expiry or earlier termination of the Grant Agreement,
Group must ensure that all wages, salaries and other benefits of the
Assigned Employees and other employees or former employees of Group
and all PAYE tax deductions, pension contributions and national
insurance contributions relating thereto in respect of the employment
of the Assigned Employees and such other employees or former employees
of Group up to the expiry or termination are satisfied;
24.3 Group agree to indemnify the Council and any against all losses
incurred by the Council and any provider taking over the provision of
the Project (in whole or in part) resulting from any claim whatsoever
by or on behalf of any of the Assigned Employees in respect of the
period on or before the expiry or termination of the Grant Agreement
(whether any such claim, attributable to the period up to and on the
expiry or termination of the Grant Agreement, arises before, on or
after that date) including but not limited to any failure by Group to
comply with its obligations under the Transfer of Undertakings
(Protection of Employment) Regulations 2006 (as amended) as if such
legislation applied, even if it does not in fact apply save to the
extent that any such failure to comply arises as a result of an act or
omission of the Council or any provider taking over the provision of
the Project (in whole or in part);
24.4 The Council shall be entitled to assign the benefit of this
indemnity to any provider taking over the provision of the Project (in
whole or in part).
25 Service of Notices
25.1 Any demand, notice or other communication required to be given
under this Grant Agreement shall be sufficiently served if served
personally on the addressee, or if sent by pre-paid first class post
to the registered office or last known address of the party to be
served therewith.
2.
Any such communication shall be deemed to have been made 2 (two)
working days from the date of posting (if by letter).
26. Waiver
26.1 If either party waives a breach of any provision of this Grant
Agreement it will not be treated as a waiver of any subsequent breach
of the same or any other provision of this Grant Agreement.
27. Dispute Resolution
27.1 If any dispute or difference arises out of or in connection with
this Grant Agreement the parties shall, with the assistance of the
Centre for Effective Dispute Resolution, seek to resolve the dispute
or difference amicably by using an alternative dispute resolution
procedure acceptable to both parties. If either party refuses or fails
to participate in an alternative dispute resolution procedure or if in
any event the dispute or difference is not resolved to the
satisfaction of both parties within 56 days after it has arisen, the
dispute or difference may be referred to litigation.
28. Force Majeure
Neither Group nor the Council shall be liable for breach of its
obligations under the Grant Agreement to the extent that such breach
is caused by any act of God failure or shortage of power supply food
fire (save where such failure shortage of power supply food or fire is
due to the negligence or fault of Group) lighting or earthquake act or
omission of Government of highway authority or of public
telecommunications operator war military operations act of terrorism
or riot.
29 Contracts (Rights of Third Parties) Act 1999
Nothing in this Grant Agreement confers or purports to confer any
right to enforce any of its terms on any person who is not a party to
it.
Signed for and on behalf of
Group
By……………………………………..
Name and Position
………………………………………..
Signed for and on behalf of
Group
By……………………………………..
Name and Position
………………………………………..
Signed for and on behalf of
Suffolk County Council
By……………………………………..
Name and Position
………………………………………..
Schedule 1
Specification for Project
17