Invitation to Tender for Research and Innovation Information System

DIRECTORATE OF FACILITIES MANAGEMENT

Heslington, York Y010 5DD 1 October 2009

Dear Sirs, INVITATION TO TENDER FOR: PROJECT REFERENCE: OJEU REFERENCE:

Research and Innovation Information System UY / SD / 090 2009/S 152-222309

You are invited by the University of York to submit a tender for the above requirement.

Please find attached the following documents within this tender package: Schedule 1: Instructions to Tenderers Schedule 2: Terms & Conditions of Contract Schedule 3: Specification Schedule Schedule 4: Pricing Schedule Schedule 5: Form of Tender Schedule 6: Aide Memoire Please check and read the contents of the tender package carefully, ensuring that you have all of the attachments described above.

Tender submissions should be made electronically via the In-Tend system in accordance with the enclosed ‘Instructions to Tenderers’.

As part of the tender evaluation, all tenderers will be invited to present their proposal at University of York, Heslington, York YO10 5DD, at a meeting between 16 and 24 November 2009 inclusive. Details of this meeting will be forwarded to all tenderers shortly. Please note that due to other commitments, the date offered for this meeting will not be able to be changed.

The return date for tenders is no later than 12pm, Wednesday 4th November 2009.

It is our intention to complete our tender evaluation in such time that the contract for this work will be awarded by February 2010.

I look forward to your response.

Yours faithfully,

Michael McGill Contracts Manager Direct Tel: 01904 328 211 Email: mm724@york.ac.uk

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COMMERCIAL IN CONFIDENCE

TENDER DOCUMENTATION FOR GOODS AND/OR SERVICES

Description of tender Research and Innovation Information System

PROJECT REFERENCE: UY / SD / 090 DATE: 1 October 2009

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CONTENTS:

SCHEDULE

DESCRIPTION

PAGE

1

Instructions To Tenderers & Acknowledgement of Tender

5

Appendix A Evaluation Criteria

8

2

Terms And Conditions Of Contract:

11

3

Specification Schedule

52

Part 1: The University and its Research Information

52

Part 2: Research Information and Infrastructure

54

Part 3: Project Overview

57

Part 4: Detailed Specification

60

Section A: Data import and export

61

Section B: Links to external applications and search capability

64

Section C: Maintaining data

65

Section D: Interacting with the system

70

Section E: Reporting

72

Section F: Managing access to data

74

Section G: Technical requirements

75

Section H: Future Developments

78

Section I: Deployment (implementation and training)

79

Section J: Support

81

Section K: Company Information

82

Appendix 1: Conceptualisation of RIIS

84

Appendix 2: Basic project procurement and implementation plan

85

Appendix 3: Glossary of terms

86

4

Pricing Schedule

87

5

Form Of Tender:

6

Part A: Offer of Agreement

92

Part B: Declaration Of Bona Fide Tender

93

Part C: Non Compliance Statement

94

Part D: Parent Company Guarantee

95

Part E: Administrative Instructions

96

Aide Memoire

97

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SCHEDULE 1:

INSTRUCTIONS TO TENDERERS

1.

If you wish to submit a tender for the work described in the attached documents, then you must do so in accordance with these instructions and any other further instructions contained in the invitation letter. Please contact the signatory of the Invitation to Tender letter if you have any doubt as to what is required or if you will have difficulty in providing the information requested.

2.

Electronic Tender Process

2.1.

Your completed tender should be submitted electronically using the In-Tend website https://in-tendhost.co.uk/york/ . Tenders will be received up to the time and date stated in the Invitation to Tender letter and those received before that date will remain unopened until then. Tenders submitted after the time and date stipulated may, at the sole discretion of University, be rejected.

2.2.

If you are unable to submit your tender electronically, please contact the signatory of the Invitation to Tender letter to discuss the alternative options.

2.3.

If you do not wish to submit a tender, please destroy all electronic or hard copy documents comprising the Tender Package. Confirmation of this action must be made to the University of York via the In-Tend system. It would also be helpful if you could state your reasons for declining to tender although you are under no obligation to do so.

2.4.

Please note that the In-Tend system will not permit receipt of files with attachments exceeding 10 Megabytes. Where attachments exceed this size, you should divide the attachment into two or more elements to ensure they are accepted by In-Tend.

2.5.

The Form of Tender must be completed by an authorised signatory as this acts as an electronic signature.

3.

Tender Documents

3.1.

It is your responsibility to ensure that you have received all of the documents listed in the Invitation to Tender letter and that each is complete in the number of pages and the reproduction of each page.

3.2.

All details of the Invitation to Tender and enclosed documents must be treated as private and confidential (except in so far as is necessary to obtain sureties or quotations for the purposes of submitting the tender) and thus shall not be disclosed to any party, whether your Tender is successful or not.

3.3.

Tenderers may not alter any of the tender documents. Any modification which you think is necessary is to be detailed separately in the Variation from Contract Terms form accompanying the tender.

3.4.

The University reserves the right to amend the tender documents at any time prior to the deadline for receipts of tenders (including the provision of additional information for clarification purposes).

Where amendments / additions are significant, the University may at its discretion extend the deadline for receipt of tenders.

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3.5.

Where any brand names are referred to in the tender specification, equivalents will be considered.

4.

Tender Submissions

4.1.

Should you wish to discuss any part of the Invitation to Tender or should you discover any discrepancies therein or be in any doubt as to the meaning thereof you should at once notify the Signatory of the Invitation to Tender letter. All such matters are to be cleared within the tender period.

4.2.

All queries regarding this scheme must be submitted via email to the Signatory of the Invitation to Tender letter. Attempts to contact any other members of the project team may prevent your submitted proposal from being considered.

4.3.

Tender submissions must contain all of the information requested. The University reserves the right to disqualify incomplete Tenders.

4.4.

Subject to the submission of a compliant tender, you may also submit an alternative price and method for carrying out the Services if you believe this will provide better value to the University.

4.5.

Where the University discovers any errors or omissions in your Tender, you will be notified and given the opportunity to confirm you adhere to the Tender sum or to correct the error / omission. Your decision and any subsequent adjustment must be confirmed in writing.

4.6.

Tenderers are required to complete the Price Schedules / Schedule of Rates in the format requested and ensure that all costs likely to be incurred in the performance of the contract are included. Tenderers should submit their most competitive bid.

Unsuccessful tenderers who subsequently offer additional discounts / lower prices / improved or additional services will be viewed very seriously and this may jeopardize any future work with the University.

4.7.

Unless otherwise stated by the tenderer, tenders shall remain valid for 90 days from the closing date for receipt of tenders

4.8.

The University does not bind itself to accept the lowest or any tender and reserves the right to accept the whole or any specified part of the tender unless the tenderer expressly stipulates otherwise.

4.9.

No Tender or any part of it shall be deemed to have been accepted unless such acceptance shall have been notified to the Tenderer in writing by the University.

4.10.

The University reserves the right to enter into post-tender clarifications with any of the short-listed tenderers, this being dependant on an evaluation of the outcome of submissions.

4.11.

You will not be entitled to claim from the University any costs or expenses which you may incur in preparing your tender whether or not your tender is successful.

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5.

Tender Evaluation

5.1.

The competition to supply a RIIS solution to the University of York will be undertaken under European Union procurement rules using the restricted award procedure. Selection will be a two stage process: short-listing will be on the basis of documentary evidence provided by interested parties; selection will be after extended discussion with short-listed suppliers, to include demonstrations, reference site and company site visits etc. as appropriate.

5.2.

Tenders will be assessed on the basis of both quality and price, in accordance with Appendix A, Evaluation Criteria.

6.

Tender Debriefing

6.1.

Following the award of contract, debriefing will be offered to unsuccessful tenderers. Further details will be provided at that time.

7.

Collusion & Inducements

7.1.

Please note that Schedule 5 contains a ‘Certificate of Bona-Fide Tendering’. Any breach of any of the undertakings listed will invalidate your tender.

7.2.

Offering an inducement of any kind in relation to obtaining this or any other contract with the University will disqualify your tender from being considered and may constitute a criminal offence.

8.

Confidentiality of tenders & the Freedom of Information Act

8.1.

You must not try to obtain any information about anyone else’s tender or proposed tender before the contract is awarded.

8.2.

This University is subject to the terms of the Freedom of Information (FOI) Act, therefore should your tender be accepted, the University cannot guarantee that your tendered price(s) or any other information will remain confidential. If the tenderer considers that any information supplied by him is either commercially sensitive or confidential in nature, this should be highlighted at the time of tendering and the reasons for its sensitivity given. In such cases, the relevant material in response to FOI requests will be examined in the light of the exemptions provided for in the FOI Act.

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Appendix A

Evaluation Criteria

Tenders will be assessed on the basis of both quality and price.

Quality Submission Tenders to be compiled in response to the Specification shall follow the outline presented below. The presentation and content of these tenders will be taken as indicative of the quality of works to be presented as part of this contract. Tenders will be assessed on the criteria described in Table B

Financial Submission The financial submission must include the completion of all categories detailed within the Pricing Schedule (Schedule 4);

Evaluation Panels A panel will assess the Quality and Financial aspects of each tender submission.

Quality Quality submissions will be awarded marks, based on the tender score criteria in Table A, against the quality aspects in Table B. Any tenderer who fails to achieve the Overall Quality Threshold will be unsuccessful.

Presentations All submissions will be evaluated prior to the presentations that will be held during a period commencing 16 November 2009. The purpose of the presentations is to verify the detail offered in the tender proposal. Scores awarded during the initial evaluation may be revised, based on the information gained during the presentations.

Financial An appraisal of the Price/s submitted will be undertaken and tenderers will be asked to explain any anomalies in the Price/s offered.

Financial Scoring The initial ranking on a financial basis of compliant tenders will be based on the tendered prices. The mean price of the lowest three tenders (whose quality bid lies above the quality threshold) is given 50 points, 1 point is deducted from the score of each tenderer for each percentage point above the mean and 1 point is added to the score of each tenderer for each percentage point below the mean. An example is given in Appendix A. The Tender is invited on the basis of fixed prices and no claims in respect of increased cost of labour or materials will be entertained, except in accordance with the Contract.

If and a Tender is accepted, written notification will be sent to each of the Tenderers.

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Tender Assessment Marks for each tenderer's Quality and Financial Submissions will be aggregated on a Quality: Price ratio of 80:20.

Table A - Tender Score Criteria (Quality) CRITERIA

SCORE

Meets criterion exceptionally well, very high standard:

90 - 100

Good standard and requirement met:

70 - 89

Acceptable with some reservation:

40 - 69

Does not address criterion at all:

0 - 39

Overall Quality Threshold:

50

Table B – Tender Quality Criteria The system must fulfil all of the Essential requirements, either in its existing form, or after modifications fully defined within the Supplier’s response. Note that the Project Team reserve the right to judge the likelihood of success and risk involved with major modifications of an existing product to fit our Essential requirements.

Criteria

Fit with ‘data provision/ management’ requirements

Fit with ‘technical’ requirements

Implementation and Support plans

Development Strategy

Non-functional Requirements

Information source used for judgment Response to Sections A-E of Specification Schedule.

Evaluation of Test versions of software (if provided) and response to Scenarios demonstrated as part of Supplier presentation/visit (if provided) Response to Sections F and G of Specification Schedule.

Relevant parts of Supplier presentation and responses to questions arising during visit Response to Sections I and J of Specification Schedule.

Relevant parts of Supplier presentation and responses to questions arising during visit Response to Section H of Specification Schedule.

Relevant parts of Supplier presentation and responses to questions arising during visit Response to Section K of Specification Schedule.

Relevant parts of Supplier presentation and responses to questions arising during visit

TOTAL

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Aspect Weighting (%) (A)

Weighted Marks (C) (AxB=C)

Marks Awarded (B)

50

20

15

10

5

100

8

Financial The initial ranking on a financial basis of compliant tenders will be based on the tendered prices. The mean price of the lowest three tenders (whose quality bid lies above the quality threshold) is given 50 points, 1 point is deducted from the score of each tenderer for each percentage point above the mean and 1 point is added to the score of each tenderer for each percentage point below the mean. As shown in the following example.

Prices stated below are used as examples only and are not indicative of the budget for this project: Tender A =

£2,000,000

Tender B =

£2,155,000

Tender C =

£2,280,000

Mean Price =

£2,145,000 = 50 points.

Deducting or adding points depending upon the amounts the assessed tender prices are above or below the mean price: Tender A:

£145,000 below mean price = 6.8 pts

50 + 6.8 = 56.8 pts

Tender B:

£10,000 above mean price = 0.5 pts

50 – 0.5 = 49.5 pts

Tender D:

£135,000 above mean price = 6.3 pts

50 – 6.3 = 43.7 pts

Any anomalies in the Price/s submitted may result in tenderers being asked for an explanation.

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SCHEDULE 2:

TERMS & CONDITIONS OF CONTRACT

Contents Page 1

Interpretations Definitions Number Gender Headings Order of precedence Subsequent enactments Severability Entire agreement Law

13

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9

18

2.1 2.2 2.3

Obligations of parties Contractor’s obligations Authority’s obligations Quality management

19

3.1 3.2 3.3

Time Timetable Extension of time Force majeure

21

4.1 4.2

Communications under the Contract Notices Validity of communications Statutory responsibilities Compliance with statutory and other regulations Cost of compliance with law Corrupt gifts and payments of commission

22

5.1 5.2 5.3

Variations to the Contract Amendments not used Assignment Sub-contracting

23

6.1 6.2 6.3 6.4

25

7.1 7.2 7.3

Payment and taxes Payments Value added tax Recovery of sums due

25

8.1 8.2 8.3 8.4 8.5 8.6 8.7

Remedies; indemnities Limitation of liability Intellectual Property Rights Indemnity Delays Waiver Statutory invalidity Remedies cumulative Disbursement of public funds

2

3

4

5

6

7

8

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Dispute resolution Escalation procedure Mediation Initiating mediation Disagreements on mediation Timing on mediation Mediation in parallel Mediation before litigation Jurisdiction of courts

31

9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8

Termination Authority’s right of termination Termination on breach of contract Authority’s optional rights on termination Survival of obligations Return of property and money Accrued rights and remedies

32

10.1 10.2 10.3 10.4 10.5 10.6

34

11.1 11.2 11.3 11.4 11.5

Confidentiality and data protection Confidentiality Personal Data not used Know-how Publicity Security On-site regulations Contractor’s property; risk of loss Authority’s risk of loss Data security

37

12.1 12.2 12.3 12.4

39

13.1 13.2 13.3

Personnel Contractor’s personnel Employment offers Key personnel and Authorised Officers

14

Insurance

40

15

Authority and approval

40

16

Standards

40

17

Term

40

18

Implementation Plan

40

19

Delivery

40

Installation Not used Installation of Software

41

20.1 20.2 21.1 21.2 21.3 21.4 21.5

Acceptance Acceptance process Acceptance Tests (the System and Software) Acceptance (other Deliverables and Tasks) Failure to gain acceptance Acceptance by default

9

10

11

12

13

20

21

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11

22

Training

44

23

Documentation

44

24

Title

44

25

44

25.1 25.2 25.3

Warranties Contractor’s warranty Authority’s warranty Exclusion of implied warranties

46

26.1 26.2 26.3

Intellectual Property Rights: ownership and licence Grant of licences Ownership and licence of Materials Escrow

49

27.1 27.2

Support Services Provision of Support Services not used

28

not used

49

29

Substitutions

49

30

Consumable supplies

49

31

Third party rights

50

32

Environmental considerations

50

33

Equality and non-discrimination

51

26

27

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1

Interpretations

1.1

Definitions 1.1.1

Acceptance Date means the date upon which acceptance criteria for the System, or Sub-system or any Deliverables or Tasks as specified in schedule 3 (Specification) are met in accordance with clause 21.

1.1.2

Acceptance Completion Date means any date contained in the timetable in schedule 3 under the provisions of sub-clause 3.1.2, by which the Contractor undertakes to have met acceptance criteria specified in schedule 3 for the System, or Sub-system or any Deliverables or Tasks in accordance with clause 21;

1.1.3

Acceptance Test means a test or sequence of tests specified in schedule 3 to be performed in order to establish, by compliance with acceptance criteria contained in schedule 3, that the System, any Sub-system and Software conform to the relevant parts of the Contractor Undertakings;

1.1.4

Authorised Officer means an individual who is designated by each party as its official representative for the purposes of liaison, communication and resolution of issues between them;

1.1.5

Authority means the Higher Education Institution placing the Contract;

1.1.6

Authority Software means Software listed in schedule 3 to be provided by the Authority for Use on or with any Deliverable and for which the Authority takes responsibility;

1.1.7

Confidential Information means information, data and material of any nature which either Party may receive or obtain in connection with the operation of the Contract and: (i) which comprises Personal Data or Sensitive Personal Data (as both terms are defined in the Data Protection Act 1998); (ii) the release of which is likely to prejudice the commercial interests of the Authority or (as the case may be) any Beneficiary or the Contractor respectively; or (iii) which is a trade secret.

1.1.8

Contract means this agreement concluded between the Authority and the Contractor including: (a)

the clauses contained herein;

(b)

the schedules attached hereto;

(c)

any specifications, plans or other documents which are relevant to the Contract and expressly incorporated herein as appendices to and part of the relevant schedules; and

(d)

such variations in writing as shall be agreed by the Authority and the

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Contractor according to the provisions of clause 6 (variations to the Contract); 1.1.9

Contractor means the Person who undertakes the obligations specified in clause 2.1 (Contractor's obligations), which term shall include, for all purposes of the Contract, its successors and permitted assignees;

1.1.10 Contractor Software means the Software to be supplied by the Contractor under the Contract; 1.1.11 Contractor Undertakings means the statements contained in the proposal submitted by the Contractor and accepted by the Authority which specify: (a)

the functions and performance of the System that the Contractor undertakes to meet in all material respects; For the avoidance of doubt, for such undertaking to have been met, no action shall be required by the Authority, such as customisation, tailoring, setting up of parameters or tables or any similar work, in order for the System, any Sub-system or Deliverable to be accepted or, having been accepted, to be Employed, unless the need for such action is appropriately identified in the Contractor Undertakings and any actions, for which the Authority is responsible, are specified in schedule 3;

(b)

the elements of the environment in which the System will operate that the Contractor undertakes to provide, if any; and

(c)

Tasks to be undertaken by the Contractor, if any, to enable the Authority's Use of the System with the functions and performance referred to in (a) above in the environment referred to in (b) above;

1.1.12 Contract Reference Number means the number stated on the title page of the Contract which shall be quoted in all communications under the Contract including invoices; 1.1.13 Contract Price means the total, non-recurring sum stated in schedule 4 (pricing schedule), which shall remain fixed unless otherwise provided therein, to be paid by the Authority to the Contractor for the supply of all Deliverables and / or the completion of all Tasks, as applicable; 1.1.14 Contract Charges means the recurring charges stated in schedule 4, which may be varied only in accordance with any formula or index provided therein, to be paid by the Authority to the Contractor, as applicable for the ongoing provision of Support Services and / or the ongoing provision of any other service, facility or licence specified hereunder; 1.1.15 Contractual Date means any date specified for the fulfilment of Contractual obligations in schedule 3 which is identified as a Contractual Date therein and the Acceptance Completion Date of the System, which shall be a Contractual Date whether identified in schedule 3 as such or not; 1.1.16 Default means any breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term) or any Default, act, omission, negligence or statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject matter of the

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Contract and in respect of which such party is liable to the other hereunder; 1.1.17 Deliverables means those tangible items and products listed and identified as such in schedule 3 including, but not exclusively so, Software, Documentation and Materials to be supplied by the Contractor under the Contract; 1.1.18 Delivery Point means the location where Deliverables are to be delivered; 1.1.19 Documentation means the Contractor's or third party's standard customer manuals and other customer literature which are specified as such in schedule 3 to be supplied under the Contract but which shall exclude any Materials as defined in sub-clause 1.1.23 below; 1.1.20 Employed means Use by the Authority of the System, any Sub-system, any Deliverable or the results of any Task for any purpose other than that agreed by the Contractor to be, or which may be reasonably interpreted as being, for the purpose of preparation, testing, trial running or training; 1.1.21 not used 1.1.22 not used 1.1.23 Implementation Plan means the detailed Implementation Plan prepared by the Contractor in accordance with clause 18; 1.1.24 Intellectual Property Rights means: (a)

patents, trade marks, service marks, domain names, registered designs, utility models, applications for and the right to make applications for any of such rights, inventions, know-how, unregistered trade marks and service marks, trade and business names, including rights in any get-up or trade dress, copyrights (including rights in computer Software), unregistered design rights and other rights in designs and copyright in databases;

(b)

the sui generis right for the maker of a database to prevent extraction or reutilisation or both of the whole or a substantial part of the content of that database, as described in the Copyright and Rights in Databases Regulations 1997 (S.I. 1997 No. 3032); and

(c)

rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) above;

1.1.25 Materials means any literary works or other works of authorship, including Software, instructions, Documentation, reports, specifications, drawings and similar works developed or produced by the Contractor, or any third party employed by it, in the performance of the Contract as separately identified in schedule 3; 1.1.26 a Person means a partnership, firm, corporation or association (whether incorporated or unincorporated) as well as a natural person; 1.1.27 Personal Data means data as defined by the Data Protection Act 1998 which relates to a living individual who can be identified from such data, and/or from such data and other information which is in the possession of, or is likely to come into the possession of the Contractor and includes any expression of opinion

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about an individual and any indication of the intentions of the Contractor in respect of an individual; 1.1.28 Published Specification means the functional and technical specifications of a Deliverable which its manufacturer or developer publishes or makes generally available which is either current at the date of execution of the Contract or, with the agreement of both parties, current at the System Acceptance Date; 1.1.29 Related Company means any subsidiary, holding company or company with a holding company in common as defined in section 736 of the Companies Act 1985; 1.1.30 Site shall mean a building or location where, as applicable: (a)

Hardware and / or Software is to be installed and / or operated; and / or

(b)

Tasks or any other services under the Contract are to be performed.

The Site shall be identified in schedule 3; 1.1.31 Software means Contractor Software and Third Party Software, or any of them, listed as such in the Contractor Undertakings (but excluding any internal code); 1.1.32 Software Directive means the EC Directive on the Legal Protection of Computer Programs (91/250/EEC); 1.1.33 Support Service means any ongoing Support Service, including but not exclusively Hardware maintenance and / or Software maintenance and support; 1.1.34 System means the combination of Hardware and Software working together to deliver the function and performance specified in the Contractor Undertakings.

Any part of the System may be separately identified as a Sub-system; 1.1.35 Sub-system means a part of the System identified as a separate, logical entity which shall deliver the function and performance specified in the Contractor Undertakings in relation to it; 1.1.36 Task means any discrete item of work identified in schedule 3 to be performed by the Contractor in accordance with any acceptance criteria contained in schedule 3 (where applicable); 1.1.37 Third Party Software means the Software which is listed as such in the Contractor Undertakings to be supplied by the Contractor under the Contract; 1.1.38 Use means the right of the Authority, insofar as such meaning shall not adversely affect the Authority's right to utilise Software in accordance with the Software Directive: (a)

to load, execute, store, transmit, display (for the purposes of loading, storing, transmission and displaying) or otherwise utilise Software only for the purposes of processing data owned by or under the control of the Authority; and

(b)

to copy Software (for archival and back-up purposes).

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Use of Software shall be subject to the provisions of sub-clause 26.1.2 and any licence granted thereunder; 1.1.39 Virus means any Software intended to corrupt, destroy, or otherwise damage or interfere with the Use of Software, other Software used by the Authority or data owned by or under the control of the Authority whether such Software is introduced wilfully or negligently.

1.2

Number As used herein unless the context otherwise requires, the singular includes the plural and vice versa.

1.3

Gender As used herein unless the context otherwise requires, the masculine includes the feminine and vice versa.

1.4

Headings The headings in the Contract are not intended to, and shall not, affect or limit the intent, scope or interpretation of the Contract.

1.5

Order of precedence Reference to clauses and schedules herein are references to the clauses and schedules of the Contract. In the event of any conflict or inconsistency between the clauses and schedules, the clauses shall prevail over the schedules.

1.6

Subsequent enactments References herein to any enactment, order, regulation or other similar instrument shall be construed as a reference to the enactment, order, regulation or instrument as amended by any subsequent enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

1.7

Severability If any provision of the Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been executed with the invalid provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Contract, the parties shall immediately commence good faith negotiation to remedy such invalidity.

1.8

Entire agreement With the exception of statements made fraudulently, the Authority and the Contractor agree that, the Contract is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements, whether oral or written, and all other communications between the parties relating to the subject matter of the Contract.

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1.9

Law The parties accept the non-exclusive jurisdiction of the English courts and agree that the Contract is to be governed and construed according to English law.

2

Obligations of parties

2.1

Contractor's obligations

The Contractor shall meet the Contractor Undertakings contained in schedule A and fulfil all its other obligations under the Contract in accordance with the timetable in schedule E in consideration of payment by the Authority of the Contract Price and / or the Contract Charges.

2.2

Authority's obligations The Authority shall pay the Contractor the Contract Price and / or the Contract Charges and perform its responsibilities under the Contract including, but not limited to, those specified in schedule D (Authority's responsibilities).

2.3

Quality management 2.3.1

The Contractor shall apply the quality management system, described in the Contractor Undertakings, to all its operations related to performance of the Contract. Such quality management system shall adhere to the quality standards and requirements specified in the Contractor Undertakings or, where no such standards or procedures are specified therein, to good practices recognised in the information systems industry in relation to quality.

2.3.2

If through no fault of the Authority, the Contractor materially fails to adhere to the timetable in schedule 3, the Authority may request the Contractor to provide a written, quality assurance report of its operation of the quality management system referred to in sub-clause 2.3.1 above in respect of its performance of the Contract and the Contractor shall provide a plan for the implementation of any appropriate remedial actions recommended therein.

2.3.3

The quality assurance report referred to in sub-clause 2.3.2 above shall be delivered to the Authority within fourteen (14) days of being so requested or within any period stated in such request and agreed by the Contractor and shall be prepared by a Person appropriately qualified in quality assurance techniques who shall be appointed by the Contractor with the approval of the Authority, such approval not to be unreasonably withheld or delayed.

3

Time

3.1

Timetable 3.1.1

The Contractor shall perform its obligations under the Contract according to the timetable contained in the Contractor Undertakings. However, the Contractor shall not be liable for delay or failure to meet any dates specified in the Contractor Undertakings unless such dates are stated therein or otherwise stated in sub-clause 3.1.2 to be Contractual Dates.

3.1.2

The timetable contained in the Contractor Undertakings is constructed relative to

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the date of signature of the Contract, unless stated otherwise in the Contractor Undertakings, and shall contain planned dates for major events in the performance of the Contract including:

3.1.3

3.2

3.3

(a)

a Planned Acceptance Date for the System and any Sub-systems and, as appropriate, Planned Acceptance Dates for any Deliverables or any Tasks that are separately subject to acceptance;

(b)

Acceptance Completion Dates in respect of the System and any Subsystems (unless otherwise agreed, shall be thirty (30) days after its Planned Acceptance Date) and, as appropriate, in respect of those Deliverables or those Tasks that are separately subject to acceptance.

Acceptance Completion Dates shall be Contractual Dates.

Delay or failure by the Contractor to meet any Contractual Dates contained in the timetable in schedule E, shall be subject to the provisions of clause 8.4 (delays).

Extension of time 3.2.1

If the performance of the Contract by the Contractor be delayed by reason of Default by the Authority or by its employees or agents or by other Contractors of the Authority, the Contractor shall be entitled to a reasonable extension of time and to any reasonable additional costs which it can show were directly incurred as a result of the delay, provided always that it advises appropriate Authority personnel in writing without undue delay.

3.2.2

If the performance of the Contract by either party be delayed by reason of any event of force majeure (as defined in clause 3.3), both parties shall be entitled to a reasonable extension of time provided that the party so delayed notifies the other party in writing without undue delay. Neither party shall be entitled to any additional costs incurred as a result of such delay.

Force majeure 3.3.1

Neither party shall be liable for delay or failure to perform any of its obligations under the Contract insofar as the performance of such obligation is prevented by any event beyond its reasonable control (an event of force majeure).

Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform its obligations hereunder for the duration of such force majeure event.

3.3.2

If any event of force majeure arises during the term of the Contract which directly causes the Contractor or the Authority to be materially unable to comply with any of its obligations hereunder, the Contractor and the Authority may agree such terms, including as to extension of time, as are appropriate for the continued performance of the Contract. If no such terms are agreed within 180 days of the commencement of the said event, and such event is continuing or its consequence remains such that the party subject to such event is materially unable to comply with its obligations, the parties hereby agree that the Contract shall thereupon terminate, subject to the provisions of clause 10.

3.3.3

Relief under sub-clause 3.3.1 above shall not be given unless a party intending to claim relief has, by notice to the other party as soon as

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practicable after becoming aware of the event of force majeure or, if later, of the failure to perform, informed the other party that it intends to claim relief.

Such notice shall contain such relevant information relating to such failure as is available.

3.3.4

It shall not be considered to be a force majeure event, nor shall either party be excused from liability for delay or failure to perform any of its obligations under the Contract, if it is delayed or fails to meet its obligations as a result of: (a)

industrial action taken by it or its employees; or

(b)

a failure by its agents or sub-contractors to meet any obligation in relation to the Contract when failure by such agent or sub-contractor does not itself result from a force majeure event.

4

Communications under the Contract

4.1

Notices 4.1.1

Any notice or other communication which the Authority or the Contractor is required or authorised by the Contract to serve on the other shall be sufficiently served if sent to the Authorised Officer of the other at the address specified in the Contract for the Authority and the address specified in the Contractor Undertakings for the Contractor: (a)

by hand; or

(b)

by registered first class post or recorded delivery; or

(c)

by facsimile transmission confirmed by registered first class post or recorded delivery; or

(d)

by Electronic Data Interchange.

4.1.2

Notices sent by registered first class post or recorded delivery shall be deemed to be served three (3) working days following the day of posting. Notices sent by facsimile transmission shall be deemed to be served on the day of transmission if transmitted before 4:00 pm on a working day but otherwise on the next working day, provided that confirmation by registered post or recorded delivery is sent the same day. Notices sent by Electronic Data Interchange, where such is an established means of communication between the parties, shall be deemed to be served on the day of transmission if transmitted before 4:00 pm on a working day but otherwise on the next working day. In all other cases, notices and other communications will be deemed to have been served on the day they are actually received.

4.1.3

All notices and other communications served hereunder shall quote the Contract Reference Number of the Contract. Notices of termination served hereunder shall expressly refer to the clause or sub-clause under the provisions of which they are served.

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4.2

Validity of communications No notice, approval, acceptance, waiver, consent or other communication by the Authority or the Contractor shall be valid unless made in writing and executed on behalf of the party sending the communication by the Authorised Officer specified in the Contract for the Authority and in the Contractor Undertakings for the Contractor or on behalf of the relevant Authorised Officer by a Person delegated by him to serve such notice, approval, acceptance, waiver, consent or other communication.

5

Statutory responsibilities

5.1

Compliance with statutory and other regulations 5.1.1

The Contractor shall in all matters arising from the performance of the Contract conform with all relevant Acts of Parliament and in particular the Health and Safety at Work Act 1974 and with all orders, regulations and bye-laws made with statutory Authority by Government Departments or by local or other authorities that shall be applicable to the Contract, including legislation on equal opportunities and discrimination in employment. The Contractor shall also observe through its personnel any rules applicable to the Site. The Authority shall provide to the Contractor, without undue delay following the signing of the Contract and from time-to-time thereafter as may be necessary during the term of the Contract, written information as to current local conditions. Such information shall include: (a)

site regulations;

(b)

location of any toxic or other health or safety hazards, the existence of which the Authority should reasonably be expected to know; and

(c)

relevant procedures to be followed and precautions to be taken in relation to such hazards.

5.1.2 The Contractor shall not in the performance of the Contract in any manner endanger the safety or unlawfully interfere with the convenience of the public and shall procure that its employees, agents and sub-contractors shall conform to such regulations, procedures and precautions provided by the Authority as may be appropriate.

5.2

5.1.3

The Contractor shall give the Authority such prior written notice as the Authority may require of the delivery under the Contract of any goods having a toxic hazard or other hazard to the safety or health of Persons or property, the existence of which the Contractor should reasonably be expected to know, identifying those hazards and giving full details of any precautions to be taken by the Authority on the delivery of such goods and their subsequent storage or handling.

5.1.4

The Contractor shall ensure that all such goods are suitably packed and identified at the time of delivery with reference to the hazards attaching to them.

Cost of compliance with law 5.2.1

If the direct cost to the Contractor of the performance of the Contract shall be increased or reduced by reason of the making after the date of the Contract of

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any relevant law or any relevant order, regulation or bye-law having the force of law that shall be applicable to the Contract (other than any tax upon profits or revenue), the amount of such increase or reduction shall be notified to the Authority and shall take effect upon proof by the Contractor of the amount of any such increase or reduction, which increase or reduction shall be added to or deducted from the Contract Price and / or Contract Charges.

5.2.2

5.3

In the event that the Contractor does not fulfil its responsibilities and obligations under the Contract and the Authority thereby incurs costs to which it would not otherwise be liable due to any relevant law or any relevant order, regulation or bye-law having the force of the law the amount of such costs shall be reimbursed by the Contractor to the Authority providing the Authority has made all reasonable efforts to mitigate such costs.

Corrupt gifts and payments of commission 5.3.1

The Contractor shall not: (a)

offer or give or agree to give any servant of the Authority any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance of the Contract or any other contract for the Authority or for showing or forbearing to show favour or disfavour to any Person in relation to this Contract or any other contract for the Authority;

(b)

enter into this Contract or any other contract with the Authority in connection with which commission has been paid or agreed to be paid by it or on its behalf or to its knowledge to any Person Employed by or in the service of the Authority unless before the Contract is made, particulars of any agreement for the payment thereof have been disclosed in writing to the Authorised Officer of the Authority.

5.3.2

Any breach of this clause 5.3 by the Contractor or by anyone Employed by it or acting on its behalf (whether with or without the knowledge of the Contractor) or the commission of any offence by the Contractor or by anyone Employed by it or acting on its behalf under the Prevention of Corruption Acts, 1889 to 1916, in relation to this Contract or any other Contract for the Authority, shall entitle the Authority to determine the Contract and recover from the Contractor the amount of any loss resulting from such determination.

5.3.3

In any dispute, difference or question arising in respect of the interpretation of this clause 5.3 (except so far as the same may relate to the amount recoverable from the Contractor under sub-clause 5.3.2 in respect of any loss resulting from such determination of the Contract), the right of the Authority to determine the Contract under this clause 5.3 or the amount or value of any such gift, consideration or commission shall be final and conclusive.

6

Variations to the Contract

6.1

Amendments 6.1.1

No amendments to the Contract, nor any additional or substitute clauses, schedules or appendices thereto, shall be valid unless made in writing expressly purporting to amend the Contract and executed on behalf of both parties by their

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respective Authorised Officers (except where the Contractor is a company, in which case such amendment shall be executed by a director or the company secretary).

6.1.2

Both parties shall maintain a complete and accurate master copy of the Contract during the term thereof containing all amendments thereto.

6.2

Not used

6.3

Assignment

6.4

6.3.1

The Contract is personal to the Contractor. Save as set out in clause 6.4 the Contractor shall not assign, novate, sub-contract or otherwise dispose of the Contract or any part thereof or the benefit or advantage of the Contract or any part thereof without previous consent in writing of the Authority.

6.3.2

Subject to the provisions of sub-clause 6.3.3 the Authority shall have the right to assign, novate, sub-contract or otherwise dispose of its rights and obligations under the Contract provided that any such assignment, novation, sub-contracting or disposal of the Contract shall not increase the burden on the Contractor of the obligations accepted by the Contractor under this Contract.

6.3.3

Where the Authority elects to assign, novate, sub-contract or otherwise dispose of its rights and obligations under the Contract (assignment) and such assignment relates solely to the management of the Contract other than in circumstances in which the Authority transfers or divest all or part of its functions to a Third Party the Authority shall seek the prior written consent of the Contractor to such assignment, such consent not to be unreasonably withheld or delayed.

6.3.4

Not used

Sub-contracting 6.4.1

A list of sub-contractors approved by the Authority at the date of signature of the Contract is contained in the Contractor Undertakings. Additional or substituted sub-contractors may be approved in accordance with sub-clause 6.3.1 after the date hereof.

6.4.2

Notwithstanding any sub-contracting permitted hereunder, the Contractor shall remain responsible for the acts and omissions of its sub-contractors as though they were its own, except as provided in sub-clause 6.4.3 below.

6.4.3

If the Contractor is directed by the Authority to employ a specific sub-contractor and, as a consequence, is required to enter a Contract with such sub-contractor in order to meet the Contractor Undertakings (such sub-contractor referred to hereinafter as a specified sub-contractor and identified as such in schedule 3), the Contractor shall have no responsibility under the Contract for the acts and omissions of such specified sub-contractor except for any responsibilities specified in schedule 3 in relation to it.

6.4.4

Contracts between the Contractor and any approved sub-contractors shall contain terms, conditions and obligations as may be necessary to enable the Contractor to meet all its obligations to the Authority under the Contract.

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6.4.5

Such sub-contracts referred to in sub-clause 6.4.4 above, shall contain a term requiring payment by the Contractor of all sums due within a specified period, not greater than thirty (30) days after the fulfilment of appropriate contractual requirements and receipt of a correct and valid invoice.

7

Payment and taxes

7.1

Payments

7.2

7.1.1

The Authority shall pay the Contractor the Contract Price and / or Contract Charges, as applicable, and any other valid charges that may become due, according to schedule 3.

7.1.2

The Contractor shall submit invoices in accordance with the invoicing procedure specified in schedule 5 and payment shall be made within 30 days of receipt of a correct and valid invoice in accordance with schedule 5.

7.1.3

For the avoidance of doubt, an invoice shall not become valid until any criteria for payment specified in schedule 5 has been achieved or any due date for payment specified in schedule 3 has passed. Receipt of an invoice shall not be measured from a date earlier than the achievement of such payment criteria or due date as appropriate.

Value added tax The Authority shall pay the Contractor, in addition to the Contract Price and / or Contract Charges and any other valid charges, a sum equal to the value added tax chargeable on the value of goods supplied and services performed under the Contract at the date of invoice. The Contractor shall, upon request, provide such information as may be reasonably required by the Authority regarding the amount of value added tax charged on invoices submitted.

7.3

Recovery of sums due Whenever, under the Contract, any sum of money shall be recoverable from or payable by the Contractor, including any over-payments, the same may be deducted from any sum then due or which at any time may become due to the Contractor under this Contract or any other Contract with the Authority, subject to prior written notice to the Contractor.

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8

Remedies; indemnities

8.1

Limitation of liability 8.1.1

Injury to Persons Neither party excludes or limits liability to the other party for death or personal injury caused by the negligence of either party.

8.1.2

Financial limits Subject to clause 8.1.1 the liability of either party for Defaults shall be limited as stated below:

8.1.3

(a)

the liability of either party under the Contract for any one Default resulting in direct loss of or damage to tangible property of the other party or any series of connected Defaults resulting in or contributing to the loss of or damage to the tangible property of the other party shall not exceed one million pounds sterling (ÂŁ1,000,000);

(b)

the aggregate liability of either party under the Contract for all Defaults, other than those governed by paragraph (a) above, shall not exceed the amount stated in paragraph (a) above, to be the limit of such liability.

Exclusions (a)

(b)

Without prejudice to the generality of sub-clause 8.1.1 neither party shall be liable to the other for: (i)

loss of profits, or of business, or of revenue, or of goodwill, or of anticipated savings; and / or

(ii)

indirect or consequential loss or damage; and / or

(iii)

specific performance of the Contract unless expressly agreed by the parties.

The provisions of sub-clause 8.1.3(a) shall not be taken as excluding or limiting the Authority's right under the Contract to claim for any of the following which results from a Default by the Contractor provided the Authority has made all reasonable efforts to mitigate such results: (i)

costs and expenses which would not otherwise have been incurred by the Authority including, without limiting the generality of the foregoing, costs relating to the time spent by the Authority’s executives and employees in dealing with the consequences of the Default;

(ii)

expenditure or charges paid by the Authority which would not otherwise have been incurred or would have ceased or would not have recurred;

(iii)

costs, expenses and charges resulting from the loss or corruption of the data or Software owned by or under the control of the

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Authority, in accordance with sub-clause 12.4.2 provided that the Contractor's liability shall be limited to costs, expenses and charges associated with re-constituting such data or Software and returning it to a fully operational state insofar as it is inherently capable of being re-constituted. (c) Any liability of the Contractor resulting from a claim under subclause 8.1.3(b) shall be subject to limitation in accordance with subclause 8.1.2.

8.2

Intellectual Property Rights indemnity 8.2.1

Subject always to the Authority's proper observance of its obligations under this clause 8.2, the Contractor shall fully indemnify the Authority against all claims, demands, actions, costs, expenses (including but not limited to full legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) of any Intellectual Property Right enforceable in the United Kingdom by the Use or possession of the Deliverables by the Authority or in connection with any Task.

8.2.2

The Authority shall forthwith notify the Contractor if any claim or demand is made or action brought against the Authority for infringement or alleged infringement of any Intellectual Property Right by reason of the Use or possession of Deliverables by the Authority or in connection with any Task. The Contractor shall at its own expense conduct any litigation arising therefrom and all the negotiations in connection therewith and the Authority hereby agrees to grant the Contractor exclusive control of any such litigation or such negotiations, except to the extent that if the circumstances described in sub-clause 8.2.11 shall arise, the Authority may act in accordance with the provisions specified therein.

8.2.3

The Contractor shall forthwith notify the Authority if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Right which may affect the Use or possession of Deliverables by the Authority or which may affect any Task.

8.2.4

The Authority shall at the request of the Contractor afford all reasonable assistance for the purpose of contesting any such claim, demand or action and shall be repaid all costs and expenses incurred in so doing.

8.2.5

The Authority shall not make admissions, which may be prejudicial to the defence of such claim or demand or action.

8.2.6

If a claim, demand or action for the infringement or alleged infringement of any Intellectual Property Right is made in respect of Deliverables or any Task or in the reasonable opinion of the Contractor is likely to be made, the Contractor may at its own expense: (a)

modify or replace Deliverables or any Task without reducing the performance or functionality of the same or the System or any Sub-system, so as to avoid the infringement or the alleged infringement and the terms herein shall apply mutatis mutandis to such modified or replaced Deliverables and Task; or

(b)

procure a licence to use Deliverables and perform any Task on terms,

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which are acceptable to the Authority.

8.2.7

The foregoing provisions of this clause 8.2 shall not apply insofar as any such claim or demand or action is in respect of: (a)

any Use by or on behalf of the Authority of anything supplied by the Contractor under the Contract in combination with any item not so supplied, where such combined Use directly gives rise to the claim, demand or action; or

(b)

any modification carried out by or on behalf of the Authority to any item supplied by the Contractor under the Contract if such modification has not been authorised by the Contractor in writing; or

(c)

any Use of the System not reasonably to be inferred from the Contractor Undertakings; or

(d)

the Authority's unreasonable refusal to use a modified or replacement System supplied pursuant to clause 8.2.6; or

(e)

any infringement or alleged infringement of any Intellectual Property Right arising only by reason of the Contractor's compliance with the express instructions of the Authority issued in writing after the date hereof.

8.2.8

If the Contractor has availed itself of its rights to modify Deliverables or any Task in accordance with sub-clause 8.2.6 (a) or to procure a licence in accordance with sub-clause 8.2.6 (b) and such exercise of the said rights has avoided any claim, demand or action for the infringement or alleged infringement, then the Contractor shall have no further liability thereafter under this clause 8.2 in respect of the said claim, demand or action.

8.2.9

If a replacement or modification in accordance with sub-clause 8.2.6 (a) is not possible so as to avoid the infringement or the Contractor has been unable to procure a licence in accordance with sub-clause 8.2.6 (b), the Contractor shall be liable for the full value of a replacement system, Sub-system or, where appropriate, Deliverables and any Task together with associated costs incurred in implementing such replacement.

8.2.10 The Authority hereby warrants that any instructions given in relation to the Contractor's Use of any Third Party item supplied directly or indirectly by the Authority shall not cause the Contractor to infringe any Third Party's Intellectual Property Rights in such item.

8.2.11 In the event that, due to a claim, demand or action arising from or by reason of infringement or alleged infringement of any Intellectual Property Right, the quiet enjoyment by the Authority of the System, any Sub-system, Deliverables or the results of any Task is disrupted or impaired and the Contractor: (a)

has not, within seven (7) days of the commencement of such disruption or impairment commenced all appropriate and effective actions to restore to the Authority the quiet enjoyment of the System, any Sub-system, Deliverables or the results of any Task by exercising its rights in accordance with sub-clause 8.2.6; and thereafter

(b)

does not use all reasonable efforts to pursue such actions to restore to the

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Authority the quiet enjoyment of the System, any Sub-system, Deliverables or the results of any Task, the Authority may conduct negotiations and make a settlement necessary to enable the Authority to continue to use Deliverables or any Task. Such negotiations and settlement shall relate solely to the continued Use of Deliverables or the results of any Task and any settlement made by the Authority shall be expressed to be without prejudice to the conduct by the Contractor under the provisions of sub-clause 8.2.2 of any litigation arising from, or settlement of, such claim, action or demand.

8.2.12 Where any claim, action or demand, to which this clause 8.2 applies, is settled as a result of negotiations by the Authority under the provisions of sub-clause 8.2.11 above and compensation resulting from such settlement is paid to a Third Party, the Contractor shall not be required to pay by way of indemnity any sum greater than that which would be reasonably payable in settlement having regard to the circumstances of the case and in particular to the damages which might be recoverable by law.

8.2.13 The foregoing states the entire liability of the Contractor with regard to the infringement of any Intellectual Property Right by the Use or possession of Deliverables or in connection with any Task.

8.3

Delays 8.3.1

8.3.2

If the Contractor fails to meet any Contractual Date specified in the timetable contained in the Contractor Undertakings, as required under the provisions of clause 3.1, it shall be liable either: (a)

to pay to the Authority, as liquidated damages, a sum of five (5) percent of the Contract Price for each day of delay up to the number of days there specified or until the Contract is terminated whichever is sooner (the liquidated damages period). Such payment shall be in full and final settlement of the Contractor's liability for all such loss incurred by the Authority up to the end of the period in which liquidated damages are payable. If the cause of such delay has not been rectified, at the expiry of the period during which liquidated damages are payable the Authority shall be entitled to any remedy available to it for all losses, costs, damages or expenses incurred as a result of such delay after the end of the liquidated damages period. The Authority is however entitled, during the liquidated damages period, to serve a notice on the Contractor placing the Contractor on notice that if, at the end of the liquidated damages period, the delay is not remedied, time shall be of the essence;

(b)

not used

Clarification (a) The provisions of sub-clause 8.3.1 (a) or 8.3.1 (b) above shall apply to delay by the Contractor in meeting any Contractual Dates, notwithstanding the previous application of such provisions to delay or failure by the Contractor to meet any other Contractual Dates. (b) Both parties acknowledge that any liquidated damages specified in the Contract, whether represented as a sum of money or as a

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percentage of the Contract Price is a genuine pre-estimate of the loss likely to be suffered by the Authority in the event of delay and that the figures specified therein are reasonable. (c) The Authority acknowledges that the Contractor's ability to meet its obligations under the Contract according to the timetable in the Contractor Undertakings may depend on the Authority likewise meeting its obligations, including those specified in schedule 3. Consequently, insofar as the Contractor is prevented from fulfilling any of its obligations as a direct result of a delay by the Authority it shall not be liable to the Authority for such failure and shall be entitled to an extension of time and recovery of additional costs under the provisions of sub-clause 3.2.1.

8.4

8.5

Waiver 8.4.1

The failure of the Contractor or the Authority to insist upon strict performance of any term, condition or provision of the Contract or to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the Contract.

8.4.2

A waiver of any Default shall not constitute a waiver of any other Default.

8.4.3

No waiver of any of the terms, conditions or provisions of the Contract shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause 4.1.

Statutory invalidity The parties expressly agree that should any limitation or provision contained in this clause 8 be held to be invalid under any particular statute or law, or any rule, regulation or bye-law having the force of law, it shall to that extent be deemed to be omitted but, if any party thereby becomes liable for loss or damage which would have otherwise been excluded, such liability shall be subject to the other limitations and provisions set out herein.

8.6

Remedies cumulative Except as otherwise expressly provided by the Contract, all remedies available to the Contractor or the Authority for breach of the Contract are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

8.7

Disbursement of public funds 8.7.1

The Authority has a duty to account for the disbursement of public funds. The Contractor shall keep comprehensive and accurate records in respect of the Contract Price and all Contract Charges due to it under the Contract. The Contractor shall allow inspection of such records at all reasonable times by the Authority's duly authorised representatives for the sole purpose of verifying the Contractor's fulfilment of its obligations under the Contract and amounts due to the Contractor therefor. The Contractor shall make available such facilities and give such assistance, including the provision of copies or extracts of such records as the Authority may reasonably request in connection with the performance of such audit and shall afford the Authority's authorised representatives all reasonable access to all other information, reports,

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documents, records and data, whether in human or machine readable form, solely relevant to the performance of its obligations.

8.7.2

Representatives of the Authority who are authorised to perform such inspection shall: (a)

have other auditing responsibilities to the Authority in addition to those related to this clause 8.7;

(b)

be acceptable, on all reasonable grounds, to the Contractor.

8.7.3

All confidential information of the Contractor made available to the Authority under this clause 8.7 shall be treated by the Authority in accordance with clause 11.1.

8.7.4

The Contractor shall take all reasonable steps to place similar obligations on its sub-contractors in all sub-contracts entered into in relation to the Contract to ensure access by the Authority, where appropriate, to relevant information of sub-Contractors required in accordance with clause 8.7.1.

9

Dispute resolution

9.1

Escalation procedure If any dispute arises out of the Contract the parties will attempt to settle it by negotiation. In the event of any dispute, difference or question of interpretation arising between the parties, neither shall take recourse to any other resolution (whether by reference to mediation as set out in this clause 9, or by litigation), until the dispute has been escalated to the appropriate senior level by both Parties.

9.2

Mediation If the parties are unable to settle any dispute in accordance with clause 9.1 within 21 days, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (the model procedure).

9.3

Initiating the mediation To initiate a mediation a party by its Authorised Officer must give notice in writing (ADR notice) to the other party (addressed to its Authorised Officer) requesting a mediation in accordance with clause 9.2. A copy of the request should be sent to CEDR.

9.4

Disagreements on mediation If there is any point on the conduct of the mediation (including as to the nomination of the mediator) upon which the parties cannot agree within 14 days from the date of the ADR notice, CEDR will, at the request of any party, decide that point for the parties, having consulted with them.

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9.5

Timing of mediation The mediation will start not later than 28 days after the date of the ADR notice.

9.6

Mediation in parallel Any party, which commences court proceedings or an arbitration, must institute a mediation or serve an ADR notice on the other party to the court proceedings or arbitration within 21 days.

9.7

Mediation before litigation No party may commence any court proceeding or arbitration in relation to any dispute arising out of the Contract until they have attempted to settle it by mediation and that mediation has terminated.

9.8

Jurisdiction of courts Disputes, differences or questions of interpretation shall, subject to the foregoing provisions of this clause 9, be subject to the non-exclusive jurisdiction of the English courts.

10

Termination

10.1

Authority's right of termination The Authority may at any time by notice in writing to the Contractor terminate the Contract as from the date of service of such notice if: 10.1.1 there is a change of control of the Contractor, as defined by section 416 of the Income and Corporation Taxes Act 1988, where it may be reasonably anticipated that it will have a material effect on the Contractor's ability to perform its obligations under the Contract, save that the Authority shall only be permitted to exercise the foregoing right of termination for six (6) months after the later of the occurrence of each such change of control or becoming aware of each such change of control (the Contractor being under an obligation to so notify) and shall not be permitted to exercise such right where the Authority has agreed in advance to the particular change of control and such change of control takes place as proposed; or 10.1.2 the Contractor, being an individual, shall become bankrupt; or 10.1.3 the Contractor, being a company, shall resolve, or have an order made against it for it to be wound up other than for the purposes of reconstruction or amalgamation, or the same shall be the case for a Related Company of the Contractor; or 10.1.4 the Contractor, being a firm, shall: (a)

have an individual member or partner to which paragraph (b) applies; or

(b)

have a corporate member to which paragraph (c) applies; or

10.1.5 the Contractor, being an individual, a company or a firm, shall:

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(a)

have a receiver, manager or administrative receiver appointed, or a receiving order or administration order is made for the benefit or on behalf of a creditor in respect of its business, assets or property or any part thereof; or

(b)

make any arrangement or composition, including a Voluntary Arrangement under the Insolvency Act 1986, with or for the benefit of a creditor; or

(c)

become unable to pay or have no reasonable prospect of being able to pay its debts or have a distress levied against it; or

(d)

fail to satisfy a statutory demand served on it under section 123 (1) (a), section 268 (1) (a) or section 222 of the Insolvency Act 1986, as appropriate; or

(e)

call or cause to be called, apply or have application made for, a meeting of its creditors or any class of creditor; or

10.1.6 the Contractor, being an individual, a company or a firm, experience circumstances similar to those specified in paragraphs (a), (b), (c), (d) or (e) above in relation to it or its business in any country other than England, where it would reasonably be expected to affect the Contractor’s ability to perform under the Contract.

10.2

Termination on breach of Contract Either the Authority or the Contractor may at any time by notice in writing to the other party terminate the Contract as from the date of service of such notice whenever any of the following events occurs: 10.2.1 there is a breach by the other party of any provision hereof which expressly entitles the non-breaching party to terminate the Contract; or 10.2.2 the other party commits a material breach of any of its obligations hereunder which is not capable of remedy or, if capable of remedy, is not remedied within a reasonable time (agreed between the parties at the time), after receipt of written notice from the non-breaching party of its intention to terminate.

10.3

Authority's optional rights on termination If any of the events included in clause 10.1 above, which entitle the Authority to terminate the Contract, shall occur then the Authority shall have an option, exercisable at its discretion prior to the Contractor being wound-up: 10.3.1 in the case of Deliverables already delivered to the Site, to acquire ownership or Use, equivalent to that which would have been acquired under the Contract, at a price equivalent to that at which such Deliverables are included in the Contract Price; and / or 10.3.2 in the case of Software required for the proper performance of Tasks, to acquire ownership of licensed Use of such Software, at a fair price, as is necessary for the performance of such Tasks hitherto performed by the Contractor, by the Authority or its third party contractor.

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10.4

Survival of obligations Rights and obligations of the parties which have accrued or which shall accrue shall survive termination of the Contract insofar as survival shall be construed from the relevant clauses in the context of such termination.

10.5

Return of property and money If the Contract is terminated under the provisions of this clause 10 then, with the exception of any Sub-systems already accepted in accordance with clause 21 which shall not be subject to this clause 10.5: 10.5.1 each party shall return all items supplied to it in connection with the Contract by the other party (including any Deliverables previously accepted other than any Sub-system), subject to clause 10.3.1; and 10.5.2 the Contractor shall repay forthwith to the Authority all monies paid up to and including such date of termination other than monies in respect of any Task or other services properly performed and from which the Authority has obtained or will obtain value.

10.6

Accrued rights and remedies The termination of the Contract as provided for in this clause 10 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Contractor or the Authority.

11

Confidentiality and data protection

11.1

Confidentiality 11.1.1 In respect of any Confidential Information it may receive from the other party (“the Discloser”) and subject always to the remainder of this clause 11.1, each party (“the Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party, without the Discloser’s prior written consent provided that: 11.1.1.1

the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the commencement of the Contract;

11.1.1.2

the provisions of this clause 11.1 shall not apply to any Confidential Information which: (a)

is in or enters the public domain other than by breach of the Contract or other act or omissions of the Recipient;

(b)

is obtained by a third party who is lawfully authorised to disclose such information; or

(c)

is authorised for release by the prior written consent of the Discloser; or

(d)

the disclosure of which is required to ensure the compliance of the Authority with the Freedom of Information Act 2000

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(the FOIA).

11.1.2 Nothing in this clause 11.1 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law or, where the Contractor is the Recipient, to the Contractor's immediate or ultimate holding company provided that the Contractor procures that such holding company complies with this clause 11.1 as if any reference to the Contractor in this clause 11.1 were a reference to such holding company.

11.1.3 The Contractor authorises the Authority to disclose the Confidential Information to such person(s) as may be notified to the Contractor in writing by the Authority from time to time to the extent only as is necessary for the purposes of auditing and collating information so as to ascertain a realistic market price for the goods supplied in accordance with the Contract, such exercise being commonly referred to as "benchmarking". The Authority shall use all reasonable endeavours to ensure that such person(s) keeps the Confidential Information confidential and does not make use of the Confidential Information except for the purpose for which the disclosure is made. The Authority shall not without good reason claim that the lowest price available in the market is the realistic market price.

11.1.4 The Contractor acknowledges that the Authority is or may be subject to the FOIA. The Contractor notes and acknowledges the FOIA and both the respective Codes of Practice on the Discharge of Public Authorities' Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Regulations 2004 as may be amended, updated or replaced from time to time. The Contractor will act in accordance with the FOIA, these Codes of Practice and these Regulations (and any other applicable codes of practice or guidance notified to the Contractor from time to time) to the extent that they apply to the Contractor's performance under the Contract.

11.1.5 The Contractor agrees that: 11.1.5.1

Without prejudice to the generality of clause 11.1.2, the provisions of this clause 11.1 are subject to the respective obligations and commitments of the Authority under the FOIA and both the respective Codes of Practice on the Discharge of Public Authorities' Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Regulations 2004;

11.1.5.2

subject to clause 11.1.5.3, the decision on whether any exemption applies to a request for disclosure of recorded information is a decision solely for the Authority;

11.1.5.3

where the Authority is managing a request as referred to in clause 11.1.5.2, the Contractor shall co-operate with the Authority and shall respond within five (5) working days of any request by it for assistance in determining how to respond to a request for disclosure.

11.1.6 The Contractor shall and shall procure that its sub-contractors shall:

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11.1.6.1

transfer the any request for information, as defined under section 8 of the FOIA, to the Authority as soon as practicable after receipt and in any event within five (5) working days of receiving a request for information;

11.1.6.2

provide the Authority with a copy of all information in its possession or power in the form that the Authority requires within five (5) working days (or such other period as the Authority or a Beneficiary may specify) of the Authority or a Beneficiary requesting that Information; and

11.1.6.3

provide all necessary assistance as reasonably requested by the Authority to enable the Authority to respond to a request for information within the time for compliance set out in section 10 of the FOIA.

11.1.7 The Authority may consult the Contractor in relation to any request for disclosure of the Contractor's Confidential Information in accordance with all applicable guidance.

11.1.8 This clause 11.1 shall remain in force without limit in time in respect of Confidential Information which comprises Personal Data or which relates to a patient, his or her treatment and/or medical records. Save as aforesaid and unless otherwise expressly set out in the Contract, this clause 11.1 shall remain in force for a period of 3 years after the termination or expiry of this Contract.

11.1.9 In the event that the Contractor fails to comply with this clause 11.1, the Authority reserves the right to terminate the Contract by notice in writing with immediate effect.

11.2

Personal Data 11.2.1 The Contractor shall comply with the Data Protection Act 1998 ("the 1998 Act") and any other applicable data protection legislation. In particular the Contractor agrees to comply with the obligations placed on the Authority by the seventh data protection principle ("the Seventh Principle") set out in the 1998 Act, namely: (a) to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the Authority by the Seventh Principle; (b) only to process Personal Data for and on behalf of the Authority, in accordance with the instructions of the Authority and for the purpose of performance of the Contract and to ensure compliance with the 1998 Act; (c) to allow the Authority to audit the Contractor's compliance with the requirements of this clause 11.2 on reasonable notice and/or to provide the Authority with evidence of its compliance with the obligations set out in this clause 11.2.

11.2.2 The Contractor shall obtain prior agreement of the Authority, such agreement not

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to be unreasonably withheld or delayed, to store or process Personal Data for the purpose of performing the Contractor's obligations under the Contract at sites outside the United Kingdom.

11.2.3 The Contractor agrees to indemnify and keep indemnified the Authority against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith by the Authority as a result of any claim made or brought by any individual or other legal Person in respect of any loss, damage or distress caused to that individual or other legal Person as a result of the Contractor's unauthorised processing, unlawful processing, destruction of and/or damage to any Personal Data processed by the Contractor, its employees or agents in the Contractor's performance of the Contract or as otherwise agreed between the Parties.

11.2.4 Both parties agree to use all reasonable efforts to assist each other to comply with the 1998 Act. For the avoidance of doubt, this includes the Contractor providing the Authority with reasonable assistance in complying with subject access requests served on the Authority under Section7 of the 1998 Act and the Contractor consulting with the Authority prior to the disclosure by the Contractor of any Personal Data in relation to such requests.

11.2.5 For the avoidance of doubt failure to comply with sub-clause 11.2 may constitute a material breach of Contract without prejudice to the right of either party to determine that any other breach of the Contract constitutes a material breach. In the event of such breach, the party who is not in breach may terminate the Contract under the provisions of clause 10.2.

11.3

not used

11.4

Know-how Nothing herein shall be so construed as to prevent either party from using data processing techniques, ideas, know-how and the like gained during the performance of the Contract in the furtherance of its normal business, to the extent that this does not result in a disclosure of confidential information, infringement of any valid Intellectual Property Rights of the other party or the unauthorised processing of any Personal Data.

11.5

Publicity Except with the written consent of the other party, which shall not be unreasonably withheld or delayed, neither party shall make any press announcements or publicise the Contract in any way.

12

Security

12.1

On-site regulations The Authority shall be responsible for maintaining the security of its premises in accordance with its standard security requirements. The Contractor shall comply with all reasonable security requirements of the Authority while on its premises and shall procure that all its employees, agents and sub-Contractors shall likewise comply with such requirements.

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12.2

Contractor's property; risk of loss 12.2.1 All Contractor's property held on the premises of the Authority, including property to be used in the performance of the Contract other than Deliverables and any Deliverables prior to their Acceptance Date, shall be so held at the sole risk and responsibility of the Contractor, except that the Authority shall be liable for loss of such Contractor's property which is due to the Default or wilful act of the Authority.

12.2.2 In the event of any loss of Contractor's property held on the Authority's premises for the purpose of the Contract, due to whatever cause, the Contractor shall replace such property as soon as reasonably possible and shall, notwithstanding such loss, make all reasonable efforts to fulfil its obligations in accordance with the timetable contained in the Contractor Undertakings.

12.3

Authority's risk of loss The Authority shall assume risk of loss for any Deliverables from the Acceptance Date of such Deliverables, except in the case of loss of any Deliverables due to the Default or wilful act by the Contractor.

12.4

Data security 12.4.1 The integrity and security of data and Software owned by or under the control of the Authority, in whatever form, is the responsibility of the Authority, except as otherwise stated in sub-clause 12.4.2 below.

12.4.2 The Contractor shall be liable to the Authority for loss or corruption of any data or Software owned by or under the control of the Authority, including loss or corruption resulting from the introduction of a Virus, when such loss or corruption results from a wilful act or Default of the Contractor. Such liability by the Contractor shall be subject to the Authority having exercised data security and data management procedures in accordance with good practice in the health industry or the information technology industry, as appropriate (including taking back-up copies of data as shall be reasonably necessary and appropriate to ensure security and continued operation of the System or any Sub-system), to avoid such loss or corruption where possible and to mitigate the effects thereof.

12.4.3 In the event of loss or corruption of data or Software owned by or under the control of the Authority, howsoever caused, the Contractor shall render assistance, if so requested by the Authority, in returning such data or Software to a fully operational state. If such loss or corruption of data is not a result of a wilful act or Default of the Contractor, the Contractor may recover from the Authority all reasonable costs of rendering such assistance.

12.4.4 For the avoidance of doubt the provisions of this clause 12.4 do not limit the Contractor’s liability in respect of Personal Data under the provisions of clause 11.2 above.

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13

Personnel

13.1

Contractor's personnel 13.1.1 The Authority reserves the right to refuse to admit to, or remove from, any premises occupied by or on behalf of it any Person Employed by the Contractor or by its sub-contractors whose admission or presence would, in the reasonable opinion of the Authority, be undesirable. The reasonable exclusion of any such individual from the premises of the Authority under the provisions of this subclause 13.1.1 shall not relieve the Contractor from the performance of its obligations under the Contract nor provide grounds for an extension of time under clause 3.3. However, the Authority will indemnify the Contractor for failure to carry out its obligations if such refusal by the Authority is unreasonable.

13.1.2 If and when directed by the Authority, the Contractor shall provide a list of the names and business addresses of all Persons, who may require admission in connection with the performance of the Contract to premises occupied by or on behalf of the Authority, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Authority may reasonably require.

13.1.3 Failure by the Contractor to comply with the provisions of sub-clause 13.1.2 within a reasonable time of written notice to do so will entitle the Authority to refuse admission to its premises to any Person who has not been notified to the Authority in accordance therewith.

13.2

Employment offers 13.2.1 The Authority and the Contractor agree that during the period from the signature of the Contract to twelve months after the date of expiry or termination of the Contract they shall not offer employment to any of the other party's staff who have been associated with the performance of the Contract without the other party's prior agreement in writing.

13.2.2 The above provision shall not however apply to offers of employment resulting from general recruitment advertising.

13.3

Key personnel and Authorised Officers 13.3.1 Each party acknowledges that any individuals named as key personnel in the Contractor Undertakings (for the Contractor) or schedule 3 (for the Authority) are essential to the fulfilment of its obligations under the Contract and undertakes to use all reasonable endeavours to ensure that such key personnel are not removed or replaced, to the detriment of its performance of the Contract.

However, in the event that any of its own key personnel will become unavailable for any reason each party shall have the right, upon giving sixty days' notice in writing to the other party, to replace such individual with another individual whose abilities and qualifications closely approximate those of the individual so replaced.

13.3.2 Either party may change its Authorised Officer by giving thirty (30) days written notice to the other party or such other notice as may be agreed as practicable.

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14

15

16

Insurance 14.1

The Contractor shall at all relevant times being not less than the term of the Contract, considering its obligations under the Contract, maintain adequate insurance or shall self insure against any losses which result from its fault or negligence, except those risks which are inherently incapable of being insured and shall take all reasonable steps to procure that any sub-contractor or agent shall likewise be similarly insured. At any time, on reasonable notice, the Contractor shall, if requested by the Authority, provide reasonable confirmation (for instance a broker's certificate) that such insurance or self insurance continues to be valid.

14.2

In respect of this clause 14 insurance cover in respect of damage to tangible property shall not be less than the Contractor's limit of liability for such damage in accordance with sub-clause 8.1.2 paragraph (a).

Authority and approval 15.1

Each party warrants to the other that it has undertaken all requisite corporative and other action to approve the signature and performance of the Contract.

15.2

In the event that the Authority desires to resell or export any Deliverables, it is the Authority's responsibility to obtain all consents and licences as may be required from time to time under English and United Kingdom laws and regulations and under laws and regulations of any other country, including but not limited to the Export Administration Regulations of the United States of America, that may affect or regulate such resale or export.

Standards 16.1

17

18

The Contractor undertakes that all Deliverables supplied under the Contract and its performance of the Contract shall conform to all standards specified in the Contractor Undertakings.

Term 17.1

The Contract shall commence on the date of signature of the Contract by both parties.

17.2

The Contract shall expire when the obligations of the parties hereunder are complete.

Implementation Plan 18.1

Within any period specified in schedule 3 for such purpose or if no such period is stated in schedule 3 within ninety (90) days of the effective date of commencement of the Contract under the provisions of clause 17.1 the Contractor shall prepare a detailed Implementation Plan incorporating the timetable dates contained in schedule 3, and obtain agreement to such plan by the Authority, such agreement not to be unreasonably withheld or delayed.

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19

Delivery 19.1

No deliveries shall be made to any Delivery Point without prior permission of an authorised representative of the Authority. The Contractor shall notify an authorised representative of the Authority of its intention to deliver, such notice to be reasonable given the nature of the deliveries to be made.

19.2

Unless otherwise stated in schedule 3, the Contractor shall be responsible for delivery to the Delivery Point, off-loading and putting in place at the Site of all Deliverables, including the provision of all necessary labour and equipment.

Deliveries shall be made in accordance with the agreed Implementation Plan.

20

Installation

20.1

not used

20.2

Installation of Software The Contractor shall install the Software in accordance with the timetable contained in schedule 3 unless otherwise stated in the Contractor Undertakings and agreed in writing by the Authority.

21

Acceptance

21.1

Acceptance process 21.1.1 The System and any Sub-system shall be required and any Deliverable and any Task may be required to meet acceptance criteria specified in schedule 3 before being accepted by the Authority. The Authority shall notify the Contractor in writing of acceptance, such notification not to be unreasonably withheld or delayed, with the date on which such criteria were met in all material respects.

Such date shall be the Acceptance Date in respect of the System and any Subsystem and in respect of any Deliverable and any Task which is required to meet acceptance criteria specified in schedule 3. Acceptance of the System, any Subsystem, Deliverable and Task may be completed in stages as indicated in schedule 3.

21.1.2 The Authority shall conduct Acceptance Tests and other acceptance procedures and the respective responsibilities of the parties in the performance of such tests and procedures shall be as specified in schedule 3.

21.2

Acceptance Tests (the System, Hardware and Software) 21.2.1 Following installation of Software, the System or any Sub-system the Contractor shall prepare for Acceptance Tests and notify the Authority when ready. On being so notified, the Authority shall conduct the relevant Acceptance Tests by the appropriate Planned Acceptance Date and if the relevant acceptance criteria specified in schedule 3 are met in all material respects, the Authority shall notify the Contractor of acceptance, as specified in sub-clause 21.1.1 above.

21.2.2 If Acceptance Tests show that any item of Hardware or Software, the System or any Sub-system does not meet the relevant acceptance criteria specified in schedule 3 in all material respects, the Authority shall notify the Contractor of

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such failure without undue delay. The Contractor shall thereupon undertake all necessary steps to rectify such failure including the provision of additional or substitute Software at no additional cost to the Authority and re-submit the failing item for re-testing. If the relevant acceptance criteria are met in all material respects, the Authority shall notify the Contractor of acceptance, as specified in sub-clause 21.1.1 above.

21.3

Acceptance (other Deliverables and Tasks) 21.3.1 Following installation of any Deliverable (other than Hardware or Software) or performance of any Task which is specified in schedule 3 to be subject to acceptance procedures contained therein, the Contractor shall prepare for such procedures to be carried out and notify the Authority when ready. On being so notified, the Authority shall conduct such procedures by the appropriate Planned Acceptance Date and if the acceptance criteria specified in schedule 3 are met in all material respects, the Authority shall notify the Contractor of acceptance, as specified in sub-clause 21.1.1 above.

21.3.2 If the installation of any Deliverable or the completion of any Task which is subject to acceptance procedures does not meet the relevant acceptance criteria specified in schedule 3 in all material respects, the Authority shall notify the Contractor of such failure without undue delay.

The Contractor shall thereupon undertake all necessary steps to rectify such failure at no additional cost to the Authority and re-submit the failing Deliverable or Task to such procedures. If the acceptance criteria specified in schedule 3 are met in all material respects, the Authority shall notify the Contractor of acceptance, as specified in sub-clause 21.1.1 above.

21.4

Failure to gain acceptance 21.4.1 If the System, any part of it, any Deliverable or Task has failed to meet its required acceptance criteria specified in schedule 3 in all material respects by the Acceptance Completion Date specified in relation to it, if any, the Contractor shall, unless the provisions of clause 3.2 apply, be deemed to be in Default, thereon, without prejudice to any other remedies available to the Authority, it shall be entitled, in respect of and as appropriate to such failure, to: (a)

grant further periods of time during which the Contractor shall be required to submit or re-submit the system, any failing Deliverable or Task, as appropriate, to the relevant Acceptance Tests or acceptance procedures in accordance with clause 21.2 or 21.3 as applicable; or

(b)

agree to retain the System, any failing Deliverable or results of any failing Task, as it may decide upon, and pay the relevant part of the Contract Price or such other sum as may be agreed between the parties for such items as are retained; or

(c)

reject any failing Deliverable or the results of any failing Task, reduce the Contract Price by a sum of money equivalent to the part of the Contract Price to be paid therefor and have a third party replace such Deliverable or perform such Task. Such remedy shall only be applied where subsequent achievement by the Contractor of acceptance of the System or any Subsystem is not rendered impracticable by such action; or

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(d)

terminate the Contract under the provisions of clause 10.2.1 provided only that: i.

such failure is in respect of acceptance of the System; or

ii.

such failure is in respect of any Sub-system or Deliverable or Task where, in the reasonable opinion of the Authority, subsequent achievement by the Contractor of acceptance of the System is rendered impracticable by such failure, notwithstanding the application or further application of any of the alternative remedies specified in paragraphs (a), (b) or (c) above.

In the event of termination in accordance with this sub-clause 21.4.1 (d), the provisions of clause 10.5 shall apply.

21.4.2 If the Authority grants a further period of time under the provisions of sub-clause 21.4.1 (a) and the Contractor has failed to meet the relevant acceptance criteria before expiry of such period, the Authority shall be entitled, at that time, to exercise any remedies to which it is entitled under sub-clause 21.4.1.

21.4.3 A grant of additional time under the provisions of sub-clause 21.4.1 (a) or subclause 21.4.2 shall not imply any change in the timetable in the Contractor Undertakings or be interpreted to mean that any Planned Acceptance Dates or Acceptance Completion Dates have been or shall be changed and the provisions of clause 8.3.1 above shall continue in full force and effect.

21.4.4 If the Contractor's failure to meet an Acceptance Completion Date is due to a delay by the Authority, the provisions of sub-clause 3.2.1 shall apply and such Acceptance Completion Date and any subsequent Planned Acceptance Dates and their associated Acceptance Completion Dates may be rescheduled as amendments to the Contract in accordance with clause 6.

21.4.5 In the event that, through no fault of the Contractor, any Acceptance Test or acceptance procedures in respect of any Deliverable or Task, has not commenced by: (a)

the relevant Acceptance Completion Date; or

(b)

where no Acceptance Completion Date is associated with acceptance of such Deliverable or Task, by the end of the period specified in schedule F for the purpose of this sub-clause 21.4.5; or

(c)

where no Acceptance Completion Date is associated with acceptance of such Deliverable or Task and no period is specified in the Contractor Undertakings for the purpose of this sub-clause 21.4.5, a period of thirty (30) days after the Planned Acceptance Date of the Deliverable or Task, unless the provisions of sub-clause 3.2.2 apply; any payment, which would have become due on successful completion of such Acceptance Test or acceptance procedures shall become due. Such payment shall not be construed as acceptance by the Authority of any associated Deliverable or Task and, notwithstanding such payment, the provisions of clause 21 shall remain applicable and in the event of any subsequent failure of the Deliverable or Task to meet the required acceptance criteria such sums shall be repaid to the Authority forthwith.

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21.5

Acceptance by Default The System or any Sub-system or any Deliverable which is, or the results of any Task which are, Employed by the Authority shall be deemed to have been accepted and the date upon which the System, any Sub-system or any item so accepted commences to be Employed shall be its Acceptance Date.

22

Training 22.1

23

Documentation 23.1

24

The Contractor shall provide education and training for the Authority's personnel as set out in schedule 3. As a minimum, the combination of training provided hereunder and the Documentation and materials provided in accordance with clause 23 below shall be sufficient to allow proper Use, operation and management of the System and Deliverables by appropriately qualified personnel who receive such training and who have access to such Documentation and materials. For the avoidance of doubt, appropriately qualified shall mean a generally accepted level of ability, education and experience required for such Tasks and shall not refer to any particular personnel of the Authority.

The Contractor shall supply Documentation and materials to the Authority as specified in schedule 3. As a minimum, the combination of Documentation and materials provided hereunder and the training provided in accordance with clause 22 above shall be sufficient to allow proper Use, operation and management of the System and Deliverables by appropriately qualified personnel who have access to such Documentation and materials and who receive such training. For the avoidance of doubt, appropriately qualified shall mean a generally accepted level of ability, education and experience required for such Tasks and shall not refer to any particular personnel of the Authority.

Title 24.1

No title to or interest in any Intellectual Property Rights shall be transferred hereunder.

24.2

Title to any other Deliverables identified in the Contractor Undertakings for that purpose, shall pass to the Authority on its Acceptance Date unless some other date is agreed for the transfer of title.

25

Warranties

25.1

Contractor's warranty 25.1.1 System and Sub-systems Unless otherwise stated in the Contractor Undertakings, the Contractor warrants that at the date upon which it commences to be Employed or at the Acceptance Date of the System, whichever is sooner, and for a period thereafter, as specified in schedule 3 (or if no such period is specified in schedule 3, for a period of one (1) year):

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(a)

the System shall meet the Contractor Undertakings in all material respects;

(b)

any Sub-system shall meet, in all material respects, that part of the Contractor Undertakings specified in schedule 3 as being associated with it.

25.1.2 Products The Contractor warrants that at the date upon which it commences to be Employed or at the Acceptance Date of the System, whichever is sooner, and for a period thereafter, as specified in schedule 3 (or if no such period is specified in schedule 3, for a period of one (1) year): (a)

not used;

(b)

Software shall meet its Published Specification in all material respects;

(c)

Deliverables, other than those referred to in (a) and (b) above shall meet their Published Specifications and, where pertinent, meet the Contractor Undertakings in all material respects.

25.1.3 Services The Contractor and its sub-contractors shall use all reasonable skill and care performing any Task or other work hereunder and shall use personnel of appropriate skill and experience for performance of such services.

25.1.4 Intellectual Property Rights The Contractor warrants that it has Authority to grant to the Authority any rights to be granted hereunder and owns or has obtained valid licences to any Intellectual Property Rights necessary for the fulfilment of all its obligations under the Contract.

25.1.5 Standards The Contractor warrants that in performance of the Contract it shall meet and the Deliverables and the System shall meet all relevant standards listed in schedule 3.

25.1.6 Viruses The Contractor warrants that it has taken all practical steps, in accordance with good industry practice, to prevent the introduction of any Virus into the System, data or Software owned by or under the control of the Authority including Authority Software.

25.1.7 not used 25.1.8 not used 25.2

Authority's warranty The Authority warrants that it has Authority to grant to the Contractor any rights to be granted hereunder and owns or has obtained valid licences to any Intellectual Property

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Rights necessary for the fulfilment of all its obligations hereunder.

25.3

Exclusion of implied warranties Except as expressly set forth herein, all conditions and warranties, express or implied, statutory or otherwise (including, but not limited to, any concerning fitness for purpose), are hereby excluded to the extent permitted by law.

26

Intellectual Property Rights: ownership and licence

26.1

Grant of licences 26.1.1 The Contractor shall grant a licence to the Authority to use Contractor Software and procure a licence for the Authority to use Third Party Software under the Software licence conditions set out in sub-clause 26.1.2 and, as applicable, subclause 26.1.3 below.

26.1.2 Software licence conditions (a) Licences shall be non-exclusive and non-transferable except as permitted under clause 6.3 (assignment). (b) Licences shall not permit the provision of any computer services to any third party unless expressly provided for in schedule 3. (c) Licences shall be continuous or renewable at the option of the Authority and shall not be cancelled, withdrawn or rescinded unless: (i)

terminated in accordance with sub-clause 26.1.2(h); or

(ii)

on the expiry of the term of a licence, which is stated in schedule 3 to be granted for a fixed term, the Authority has failed to exercise its right to renew such licence; or

(iii)

terminated by the Authority on the expiry of agreed notice in writing.

(d) The Authority's right to use applicable Software shall be restricted as regards Hardware and / or location and / or numbers of licensed users as specified in schedule 3. Where no such restriction is specified in schedule 3, the right to use shall be restricted to any Hardware owned or used by the Authority on the Site. (e) In the event that malfunction of Hardware specified in schedule 3 renders Software inoperable, the Authority may use applicable Software on a temporary basis on other Hardware; (f) The Authority shall not, without the express approval of the Contractor, make copies of or make or permit access to Software other than permitted by Use. (g) The Authority shall not allow, without the express approval of the Contractor, any reverse engineering, reverse assembly or decompilation of Software other than that permitted under the Software Directive.

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(h) The Contractor shall have the right to terminate the Contract and / or any licence granted under sub-clause 26.1.1 only in accordance with clause 10.2.1 on written notice and in the event that: (i)

the Authority commits a material breach of Software licence conditions contained in this sub-clause 26.1.2 or, subject to order of precedence in accordance with clause 1.5, applicable Contractor's or third party's Software licence conditions contained in an appendix to the Contractor Undertakings which is not capable of remedy or, if capable of remedy, has not been remedied within a reasonable period of time (agreed between the parties at the time); or

(ii)

the Authority infringes any Intellectual Property Right in respect of Software and further infringement cannot or has not been avoided within a reasonable period of time (agreed between the parties at the time); or

(iii)

the Authority has not paid relevant periodic Contract Charges in respect of Software within sixty (60) days of payment of such Contract Charges becoming due in accordance with clause 7.1;

In the event of termination by the Contractor in accordance with paragraphs (i), (ii) or (iii) above, the Authority shall discontinue Use of Software forthwith and shall confirm to the Contractor in writing within a reasonable time (agreed between the parties at the time) that it has done so and has returned or destroyed any copies of such Software and associated Documentation. (i) The Authority shall be permitted to use any generally available upgrades and new releases of Software, which are not separately licensed, on payment of generally applicable, additional fees. The Contractor shall grant to or procure for the Authority a licence to use any upgrades and new releases to Software which are separately licensed under comparable conditions to those contained in this sub-clause 26.1.2, on payment of generally applicable, additional fees. If payable, additional fees shall be agreed prior to the commencement of Use of such upgrades or new releases but such additional fees shall not be greater than those generally payable by the Contractor's other customers for equivalent Use. (ii) If so requested, the Contractor shall grant to or procure for the Authority additional licences to use the Software on other Hardware owned or used by the Authority or for additional licensed users, where applicable, under conditions comparable to those contained in this subclause 26.1.2 and, where appropriate, in the Contractor Undertakings in accordance with sub-clause 26.1.3 below. Any additional licence fees payable shall be agreed prior to the grant of such additional licences but shall not be greater than those generally applicable to the Contractor's other customers for equivalent Use. 26.1.3 Application of Contractor's and third party's Software licensing conditions (a) The Contractor's and third party's Software licensing conditions may be contained in the Contractor Undertakings. Such licensing

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conditions shall apply to the licensing of Software, but only insofar as they do not adversely affect the Authority's rights or the Contractor's obligations under the Contract or the Software Directive, and the order of precedence set out in clause 1.5 shall apply. (b) Nothing in this sub-clause 26.1.3 shall cause the Authority to become liable for, or in any way increase its commitment to, any payments in addition to or greater than those specified under the Contract or which may be reasonably anticipated or contemplated hereunder.

26.1.4 not used 26.2

Ownership and licence of Materials 26.2.1 Ownership of Materials Title to and ownership rights in the Intellectual Property Rights of all Materials shall vest in the Contractor or a third party Employed by the Contractor as appropriate.

26.2.2 Authority's licence to Materials (a) The owner of the Intellectual Property Rights in Materials, whether the Contractor or a third party, hereby grants a perpetual, irrevocable, royalty-free, non-exclusive licence to the Authority which shall entitle it to: (i)

use, correct, reproduce, modify, adapt and enhance all Materials;

(ii)

employ a third party to use, correct, modify, adapt and enhance all Materials;

(iii)

be supplied by the Contractor with and to hold a copy of any source code and / or any other original form of all Materials, insofar as the provision of such source code or other original form of Materials does not infringe licence conditions or other Intellectual Property Rights of the owner, of any Software or Documentation.

(b) Any modification, adaptation or enhancement to Materials carried out by or on behalf of the Authority in accordance with sub-clause 26.2.2(a) paragraphs (a) or (b) above during the period of any applicable warranty under the Contract, shall invalidate such warranty unless such modification, adaptation or enhancement is authorised by the Contractor.

26.3

Escrow 26.3.1 For all Software identified in the Contractor Undertakings as escrow programs, where the Contractor is the owner, it shall, within thirty (30) days of acceptance of such Software by the Authority, deposit with an agreed escrow agent, a copy of such Software in source code form on appropriate media. Where the Contractor is not the owner of such escrow programs, it will procure under the terms and conditions of the relevant sub-contract with the owner to deposit a copy of escrow programs as stated above.

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26.3.2 If no escrow agent is named and / or no escrow agreement is contained therein, or if the parties are unable to reach agreement within a reasonable time after the commencement of the Contract on an escrow agent to be appointed and / or an escrow agreement to be applied, then the National Computing Centre, Oxford House, Oxford Road, Manchester, M1 7ED shall be appointed as escrow agent and the terms and conditions of its then current, multi-licensee, escrow agreement shall be applied by reference to sub-clause 26.3.1.

26.3.3 The parties agree that any escrow agreement entered into between the parties to the Contract in terms of clause 26.3.1 shall contain clauses equivalent to those terms used in the latest escrow agreement used by the National Computing Centre.

26.3.4 The Contractor shall for the term of the Contract maintain and comply with, the terms of any escrow agreement established under the provision of this clause 26.3.

27

Support Services

27.1

Provision of Support Services 27.1.1 The Contractor shall be responsible for the maintenance and support of Software, from the date on which Software commences to be Employed or the Acceptance Date of the System whichever is sooner, except as set out in subclauses 27.1.2, 27.1.3 and 27.1.4 below.

27.1.2 not used 27.1.3 not used 27.1.4 not used

27.2

not used

28 29

not used Substitutions 29.1

30

The Contractor may, with the agreement of the Authority, which shall not be delayed or withheld unreasonably, make substitutions and modifications in the specification of Software supplied by the Contractor providing that such substitutions or modifications will not adversely affect the Contractor's ability to meet the acceptance criteria specified in schedule 3 or meet the provisions of the warranties in clause 25 or the Contractor's ability to comply with its other obligations under the Contract.

Consumable supplies 30.1 The Authority reserves the right to procure magnetic media and any other consumable supplies to be used on and suitable for the Software from the Contractor or such other source as the Authority may deem appropriate. Such procurement from a source other than the Contractor may invalidate any warranty under the Contract in the event that such consumables are shown to cause a breach of such warranty. The Contractor reserves the right to charge for

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any additional maintenance or support required as a result of a malfunction caused directly by the Use of non-Contractor media not supplied by the Contractor.

31

Third party rights 31.1

A Person who is not a party to the Contract shall not derive the right to enforce any of the terms of the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999 (the Third Party Rights Act).

31.2

Any right or remedy of a third party, which existed or is available apart from the Third Party Rights Act is not affected.

32

Environmental considerations

32.1

The Contractor shall comply in all material respects with applicable environmental laws and regulations in force from time to time in relation to the products/services the subject of the Contract. Where the provisions of any such legislation are implemented by the Use of voluntary agreements or codes of practice, the Contractor shall comply with such agreements or codes of practice as if they were incorporated into English law subject to those voluntary agreements being cited in the tender Documentation.

Without prejudice to the generality of the foregoing, the Contractor shall:32.1.1 comply with all reasonable stipulations of the Authority aimed at minimising the packaging in which the products the subject of the Contract, or any products supplied by the Contractor to the Authority as part of performance of the services, are supplied; 32.1.2 promptly provide such data as may reasonably be requested by the Authority from time to time regarding the weight and type of packaging according to material type used in relation to all products supplied to the Authority under or pursuant to the Contract; 32.1.3 comply with all obligations imposed on it in relation to the products/services the subject of the Contract by the Producer Responsibility Obligations (Packaging Waste) Regulations 2005 (or any other equivalent legislation giving effect in any part of the European Economic Area to the Packaging and Packaging Waste Directive 94/62/EC); 32.1.4 label all products supplied to the Authority under the Contract, and the packaging of those products, to highlight environmental and safety information as required by applicable UK and EU legislation; 32.1.5 unless otherwise agreed with the Authority, insofar as any products supplied under the Contract comprise or include electrical or electronic equipment, manage the said equipment and associated consumables at end of life to facilitate recovery, treatment and recycling and provide any information which the Authority may reasonably require from time to time regarding the costs of such activity; 32.1.6 promptly provide all such information regarding the environmental impact of any products supplied or used under the Contract as may reasonably be required by the Authority to permit informed choices by end users;

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32.1.7 where goods are imported into the United Kingdom then for the purposes of the Producer Responsibility Obligations (Packaging Waste) Regulations 2005 the Contractor shall assume the rolled-up obligations for all the activities performed outside the United Kingdom in relation to the goods and the packaging which is used for the containment, protection, handling, delivery and presentation of the goods in addition to any other obligations he may have pursuant to the said Regulations.

32.2

The Contractor shall meet all reasonable requests by the Authority for information evidencing the Contractor's compliance with the provisions of this clause.

33

Equality and non-discrimination

33.1

The Contractor shall not: 33.1.1 discriminate directly or indirectly or by way of victimisation or harassment against any person on racial grounds within the meaning of the Race Relations Act 1976 (as amended) (“the 1976 Act�) contrary to Part II (Discrimination in the Field of Employment) and/or Part III (Discrimination in Other Fields) of the 1976 Act; 33.1.2 contravene Part IV (Other Unlawful Acts) of the 1976 Act.

33.2

The Contractor shall notify the Authority immediately of any investigation of or proceedings against the Contractor under the 1976 Act and shall cooperate fully and promptly with any requests of the person or body conducting such investigation or proceedings, including allowing access to any documents or data required, attending any meetings and providing any information requested.

33.3

The Contractor shall indemnify the Authority against all costs, claims, charges, demands, liabilities, damages, losses and expenses incurred or suffered by the Authority arising out of or in connection with any investigation conducted or any proceedings brought under the 1976 Act due directly or indirectly to any act or omission by the Contractor, its agents, employees or sub-contractors.

33.4

The Contractor shall impose on any sub-contractor obligations substantially similar to those imposed on the Contractor by this Clause 33.

32.5

In addition to its obligations under this Clause 33 relating to race equality, the Contractor shall: 33.5.1 ensure that it complies with all current employment legislation and in particular, does not unlawfully discriminate within the meaning of the Race Relations Act 1976 (as amended), the Equal Pay Act 1970, the Sex Discrimination Act 1975 (as amended), the Disability Discrimination Act 1995 (as amended), the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Equality Act 2006, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003, the Equality Act (Sexual Orientation) Regulations 2007, the Employment Equality (Sex Discrimination) Regulations 2005, the Employment Equality (Age) Regulations 2006, or any other relevant legislation relating to discrimination in the employment of employees for the purpose of

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providing the System and any Deliverables. The Contractor shall take all reasonable steps (at its own expense) to ensure that any employees employed in the provision of the System and any Deliverables do not unlawfully discriminate within the meaning of this Clause 33.5 and shall impose on any sub-contractor obligations substantially similar to those imposed on the Contractor by this Clause 33.5; and 33.5.2 in the management of its affairs and the development of its equality and diversity policies, the Contractor shall co-operate with the Authority in light of the Authority’s obligations to comply with statutory equality duties. The Contractor shall take such steps as the Authority considers appropriate to promote equality and diversity, including race equality, equality of opportunity for disabled people, gender equality, and equality relating to religion and belief, sexual orientation and age in the provision of the System and any Deliverables.

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SCHEDULE 3:

1

SPECIFICATION SCHEDULE

THE UNIVERSITY AND ITS RESEARCH INFORMATION

1.1 Background to the University The University of York was founded in 1963 with 200 students. Since then, it has expanded to over 11,000 students and has over 30 academic departments and research centres, and is a World Top 100 Institution. The most obvious mark of that achievement is its standing in the 2008 Research Assessment Exercise (RAE): in the most widely accepted table of performance, it appeared 8th in the UK, while having submitted over 91% of its staff for assessment, one of the largest proportions of any University. The University also has an outstanding reputation for teaching and has the highest average score for teaching quality. The University is working to expand its research and student base and launched a new medical school jointly with the University of Hull in 2003. The campus is currently expanding into a new site, Heslington East, which will include provision for new departments and re-house existing ones in state-of-the-art facilities.

On many of the standard indicators of research quality, the University scores strongly. For example, research grant and contract income in 2007-8 was £50.5M; with QR added (£23.3M), total research income was £73.8M, which places the University 18th among UK Universities, even though turnover is only 25th. Research income is approximately equal to total income from Teaching (HEFCE plus fees); only 5 universities have a higher ratio of R:T (Oxbridge, Imperial, UCL, Cranfield).

Day-to-day running of the University is performed by the Senior Management Group, headed by the Vice Chancellor, and comprising five Pro-Vice Chancellors, the Registrar and Secretary, the Directors of Facilities Management, Finance, Corporate Planning and Human Resources.

The University’s organisation revolves around 27 Departments, who have newly devolved control over their own budgets (introduced via the Better Management Programme).

Departments vary in size considerably, comprising 8 to 202 research-active staff, and span the full breadth of academic disciplines. Administrative and support structures within Departments also vary enormously. Research is performed by single scholars to large research groups, and over 60 Centres and Institutes, many of which are interdepartmental in origin, foster a strongly collaborative and interdisciplinary research environment.

The Research and Enterprise Office provides support to all departments in all aspects of the research process, from pre-award to performance management. Following its leading role in the University’s submission to the Research Assessment Exercises, the office will also coordinate the REF return, and is responsible for the provision and management of research information at York. The REO also contributes to other external data requirements, such as HESA and HE-BCI surveys, and will be central to supplying data for the new Research Council Outcomes and Outputs Collection project (OOCs).

York benefits from membership of several formal grouping of Universities. Along with Leeds and Sheffield, it is a member of the White Rose Consortium of research-intensive universities in Yorkshire. The consortia collaborates in research and student enterprises and also share a repository of research publications (White Rose Research Online) which has been in place since 2004. Research collaboration is also facilitated through membership of the N8 Research Partnership of eight universities in Northern England, and the World-wide Universities Network, a collective of 14 research-led Universities in Europe, North America, South East Asia and Australia. York is also a member of the 1994 Group, a lobbying group that aims to promote the work of its members and influence policy-making. Importantly, the University undertakes the majority of its research outside these formal groupings and has strong relationships with many

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other universities and businesses both nationally and internationally.

1.2

University Research Strategy and Information Strategy

The University Plan has four key themes: Operational Excellence, Inclusivity, Sustainability and Internationalisation. The Research Strategy and Information Strategy build on these themes and set out institutional priorities and aims. Provision of the RIIS directly assists with meeting many objectives in both strategies. For example, improved research management, greater collaboration and the wider promotion of the excellence and impact of York’s research are prioritised in the Research Strategy. The RIIS features in all of main themes of the Information Strategy, directly or indirectly impacting on 16 key projects in the on-going programme of enhancement and investment that is in place to ensure the University is able to meet ‘The Information Needs of a World-Class University’, and to take advantage of advancements in technology.

1.3

The RIIS in Context

In order to assist with the RAE2008 submission, a simple database was created by the Research Policy Office to hold data relating to staff, students, research income and selected research outputs. The database was found to be a valuable management tool by Heads of Department and administrative areas such as Finance and the Research and Enterprise Office, and a request was made to continue the collation of this information post-RAE submission. Work was undertaken to identify internal and external data requirements, such a need for improved methods of identifying which research areas staff were working in, and the successor to the RAE, the Research Excellence Framework (REF). These requirements shaped the initial development of the Research and Innovation Information System, or RIIS, as it became known. A small working group was formed and an initial project proposal created in May 2008.

It was realised that while continuation of the RAE system could be achieved simply, a much more sophisticated system was required to meet the expectations of the end-users and to align the University of York’s information system capabilities with those of its peer group.

The RIIS project has evolved considerably since January 2009, due to new internal and external pressures for collation of research information and an increasingly professional approach to research management. Externally, these pressures include the emerging shape of the REF, with the inclusion of bibliometrics and extensive impact assessment, and the Research Councils UK Outputs and Outcomes Collection Project. Internally, the introduction of a new devolved financial management system, Better Management, across the University has further highlighted the information requirements of Departmental research leaders.

Finally, the economic crisis and incumbent funding constraints mean even smarter use must be made of funding opportunities and resources than in the past.

In the longer term, the RIIS will form part of a wider virtual research environment, embedding in the research process the provision of collaborative tools, a staff portal and research management tools.

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2 2.1

RESEARCH INFORMATION AND INFRASTRUCTURE Information Technology Infrastructure

The University has a well developed IT infrastructure which enjoys high levels of availability.

Academic departments have flexibility to deploy IT systems locally to meet their specific teaching and research needs. Some key features of the IT infrastructure are: • • • • • • • • •

1Gb-10Gb Ethernet backbone 2 Gb/sec connectivity to the Internet via a metropolitan area network and SuperJanet A single username/password environment based on LDAP and Shibboleth for all users of centrally supported systems.

Critical infrastructure services based on Solaris Enterprise level backup and recovery based on Legato Networker A managed desktop service based on Windows XP delivering more than 100 software applications Network Appliance filers for high performance managed file-store ColdFusion web service for central and departmental systems development Campus licence for Oracle Enterprise database software which is used for all centrally supported information systems including the VLE, Library management system (Aleph), SITS, Agresso and other business systems

One of the characteristics of the IT infrastructure at York is the variety of desktop platforms connected to the network. Approximately 6500 devices are connected including Linux based PCs, Apple Macintoshes, Unix workstations and PCs running various versions of Windows and web browser software.

There is a rolling programme of upgrades and enhancements. Relevant current developments include: • • • 2.2

Implementation of comprehensive identity management processes supported by Sun Identity Manager software Implementation of collaborative software tools including wikis, discussion boards and blogs Web content management using Terminal Four’s Site Manager.

Business Systems

During the 2000-2005 period, the University made a significant investment in the purchase and implementation of business systems to replace outdated legacy technology. A common underlying technical architecture was deployed to facilitate systems integration through the development of interfaces. Information standards ensure that data can be shared between applications seamlessly and that data integrity is preserved. The programme is standardised on Oracle database software with application servers hosted on Solaris and Windows 2000.

Web technology was utilised wherever possible to minimise client-side software requirements and ensure the widest availability of the information systems to the University community.

The University implemented application software covering the following business areas that are relevant to RIIS: • •

Human Resources Management and Payroll (Northgate ResourceLink) Student Records (SITS Vision)

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• • •

Financials (Agresso Business World) Reporting (Business Objects) Virtual Learning Environment (Blackboard)

During the same period the University Library and Archives implemented application software utilising the same underlying technical infrastructure where appropriate: • • • •

Library Management System(Ex Libris Aleph) Open URL link server for electronic resources (Ex Libris SFX) Library portal to electronic databases (Ex Libris MetaLib) Digital repositories using open source software (ePRINTS/Fedora)

The Library is currently implementing AquaBrowser which will provide a single search interface to its catalogue and other databases/repositories 2.3

Current Sources of Research Information

Research information is currently stored and reported via a number of systems and databases, described in the table below: System

Specification

Information/Reports held relevant to RIIS

HoD Gateway

Oracle database

Shared reports on management information

White Rose Repository Online and White Rose Etheses Online

Shared institutional repository (York, Leeds and Sheffield). ePRINTS (Open Source software)

York: 770 full-text research publications 2256 metadata only publications (incl all RAE2008 submissions). Theses will be included from Oct 2009

York Digital Library (YODL)

Fedora Commons (Open Source software)

8524 visual images, growing rapidly in number (and extending to audio and video)

Reconstructed RAE2008 Database

Oracle database holding RAE data

Historical yearly cuts of data from 20012008 from Agresso, SITS and ResourceLink. Main tables include Staff, Students and Grants

Agresso

Finance System

Research grants information

SITS

Student Records

Information on all students, those studying for Post-graduate Research Degrees would be relevant to RIIS.

Resource link

HR system

Information on staff employed by the University of York with research in their contracts

People Database

Oracle database

Personal data and role information on University employees and associates (not directly employed)

Departmental Databases

Highly varied database formats, including Reference Manager, Excel, Word and web-based applications

Publications data of varying levels of historical completeness

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Guide to expertise

Static, annually reviewed (and updated ad-hoc) HTML web pages

Directory of expertise and willingness to engage with media

Staff profiles

Static web pages updated on an ad hoc basis by individual members of staff.

Many academic members of staff have an online profile. The length, detail and complexity of profiles varies within departments. A profile can contain contact information, a list of publications and research interests.

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3 3.1

PROJECT OVERVIEW High Level Aims

The University aims to have a Research and Innovation Information System that will answer all of its current research management and reporting needs. It should improve the internal and external visibility of our research capability, achievements and expertise, in part through providing a single entry point for content for web pages and output repositories. The system will have the flexibility to adapt to future needs and should provide users with an intuitive interface for data entry, review and reporting. It should draw its content via links with existing business systems where appropriate and be pre-populated with historical data as far as possible. Appendix 1 shows a conceptualisation of the RIIS. The key requirements are for the system to be flexible, user-friendly, and capable of supporting multiple activities requiring research information in a complex and heavily devolved organisation.

3.2

Scale of the Project

The following table contains approximations of the numbers of data in some of the key categories:

Data Category

Description of data category

Approximate number of data in category

Intended interactions with System

Academic/ Senior Researchonly

Research-active staff who are ‘independent’ e.g. able to apply for grants in own right as Principal Investigator (PI) and who were eligible for return in an RAE

800 (head count)

Completion of all RIIS data categories. Will use RIIS as source of data on their website profiles, for internal review purposes and where applicable, for research management purposes.

Research Assistants/Postdoctoral Research Assistants

Non-independent research staff who work for another member of staff within the University

800 (head count)

Will not enter data about themselves in their own right. Linked to specific PI, research grant, or publication entered for another member of staff.

Used for reporting purposes only (internal or external).

Post-graduate research students

Students registered for Masters by Research, MPhil and PhD degrees

900 (head count – in all years of study during any one year)

Will not enter data about themselves in their own right. Linked to specific member of staff, research grant, or publication entered for another member of staff. Used for reporting purposes only (internal or external).

Publications

Research publications

2000 p.a.

-

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as recognised by RAE/REF submission for current members of staff Research Project

Project (funded or otherwise) which is associated with specific members of staff or research group

900 current live awards 700 applications per annum 250-300 new awards per annum

-

Funders

Source of income for a specific research project

180 for 2008/09 350 overall

-

3.3

Project Objectives

The objectives of the project are to: • Create an accurate, single source of information on the research activity and capability of the institution • Improve research management at the Central and Departmental level, including application of strategies, measurement of objectives, and improved benchmarking • Develop a functional database system capable of meeting the information demands of external returns, such as the REF and OOCs, and assisting with other external returns e.g. the Higher Education – Business and Community Interaction survey (HE-BCI) and the Research Activity Survey (RAS).

• Capture data on the impact of research as required by external bodies such as research councils • Reduce the number of demands for research information made to staff, which currently includes information for external reporting, departmental websites, performance review and research activity for management purposes • Automatically populate web pages with accurate and up-to-date research information (e.g. new staff publications) • Enhance the visibility of research information (e.g. publications) by assisting with automatic population of the WRRO and other repositories as appropriate with fulltext data • Facilitate the development of interdisciplinary research, maximise new collaborations and increase funding applications by enhancing the visibility and accessibility of staff to each other and external bodies, by allowing interested parties to search the data held (with constraints as necessary) • Increase the accessibility of the University's academic strengths to business and the public sector, including the media • Provide a platform for the continued development of a Virtual Research Environment (VRE), by interfacing with a number of other software applications in the future • Provide a method of tracking documents such as grant applications and ethical reviews to create an audit trail and maximise re-use for training or ‘best practice’ dissemination purposes.

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3.4

The RIIS Project Team

The RIIS Project Team will take forward the procurement and implementation of the new information system. Membership is drawn from the Research and Enterprise Office, Computing Service, Communications Web Office, Library and Planning Office. An Advisory Group, with representation from the wider University, is in place to offer guidance and oversee the project. The Project Team reports to the University Research Committee and the Strategic Information Projects Implementation Group (SIPIG), and through them to the Planning Committee and Information Strategy Committee respectively. As the project develops, Project Team membership will evolve to include, for example, a member of Human Resources. The project is co-ordinated by the Research Policy Officer.

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4

DETAILED SPECIFICATION

4.1

Principles underpinning the specification of the system

In selecting a suitable product, the University needs to be convinced that seven high-level criteria are met. The full specification, defined below, can be considered to be detailed instances of these high-level criteria: • • • • • • •

4.2

Functionality: the extent to which the software is able to carry out the tasks required of it.

Quality: how well those tasks are likely to be carried out, including user training and ease of use.

Flexibility: the extent to which the product is interoperable and capable of adapting to future requirements that may be encountered during the lifetime of the product.

Organisational model: the extent to which the product is compatible with the institution’s relevant organisational models for research activity, assessment, reporting, security, information sharing and so forth.

Risk: the extent to which the product minimises potential risks, such as those risks relating to reliability, future support, upgrades and future developments, changes in operating environments, licensing costs.

Timescale: the likely duration of phases of implementation.

Whole Life Cost: costs of software, configuration and programming, annual licenses, support and upgrades, together with amount of staffing resource required for administering the system.

Detailed Requirements

IMPORTANT – READ THIS CAREFULLY The purpose of this section is to state requirements that the supplier’s proposed system should meet, and to request information about specific areas of the system. Requirements are prioritised as Essential (E), High (H), Medium (M) or Low (L). Requests for information are indicated by the term RFI. These are either listed as individual items, or are included at the end of specific requirements. In answering this section, suppliers must provide a response to every item.

• When a requirement is stated, suppliers must identify clearly whether it is met by the proposed system, and provide information about how it is met.

• Any limitations in the implementation must be detailed.

• Where a function is planned for provision in a future release, details of the present stage in the development cycle of that release, together with anticipated beta and production release dates must be provided.

• Suppliers must provide details of any third party tools/utilities/plug-ins that are required to provide specific functionality.

• These rules also apply to requests for information, which must be answered as fully as possible.

In very few cases, will a simple “Yes” or “No” response be considered adequate. addition, references to a separate document would not be considered sufficient.

In

Where appropriate, vendors may wish to include screen shots for illustrative purposes. However, these must only be used to enhance a response and must never replace a purely textual reply.

When replying to this section, suppliers must not change the individual reference number of the requirements. However, they should feel free to amend the layout of the table to maximise the room available for responses.

It is strongly recommended that suppliers refer to Appendix 3 (Glossary of Terms) before responding to this section.

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Ref No

Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

A Data Import and Export A1

E

Data types

As a minimum, but not exclusively, the system must allow all data required by REF and OOCs to be stored and captured.

RFI: Provide information on standard and extended system models (as applicable), including details of all types of data that it is capable of holding, to the level of fields available for individual data types e.g. for publications.

Note: while it is an essential requirement that the system will allow us to prepare a return for both REF and OOCs in time for the earliest submission, it is not necessarily expected that the system as demonstrated during the procurement process will be in its final format.

A2

H

Use of CERIF data model

As far as the model allows, data will be captured and held within the system according to Common European Research Information Format (CERIF) principles. The system shall continue to track these standards for future releases. Compatibility with other commonly used metadata standards such as Dublin Core is desirable.

A3

E

Import and check data from finance system (fixed period)

Specified users will be able to import data generated within a specified date range (e.g. Jan 01 2007 – Dec 31 2008) from a financial system (e.g. Agresso) once a year. Users will be able to check the accuracy of this data, amend inaccuracies in the source system, and re-import the data as many times as needed until the data is of high enough quality.

A4

E

Import and check data from student records system (fixed period)

Specified users will be able to import data generated within a specified date range (e.g. Jan 01 2007 – Dec 31 2008) from a student records system (e.g. SITS) once a year. Users will be able to check the accuracy

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Ref No

Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

of this data, amend inaccuracies in the source system, and re-import the data as many times as needed until the data is of high enough quality.

A5

E

Import data from personnel system (daily)

The system will automatically import new staff information from a personnel system (e.g.

Resourcelink) every night., as well as identifying and recording staff who have left and any changes (i.e.

FTE, names changes, department moves etc)

A6

E

Fix snapshots of data

Users will sign-off imported data from any source as correct multiples times per year (e.g. twice), and the system will archive a fixed snaphot of data for reporting purposes. Multiple snapshots from the same data source will be held concurrently.

RFI – Describe how the data will be held and how specified users will be able to view and differentiate the snap shots.

A7

M

Import daily feeds from finance system and student records system

The system will provide links with finance and student records systems that are updated every night, and provide a simple summary of current data. This data will be held separately to the annually imported data and can be used separately for reporting purposes.

RFI: Explain how this will be achieved and how users will easily distinguish between the two types of data.

A8

M

Import other data

Specified users will be able to import data from bespoke data sources, e.g. in Access, Excel, Word etc.

A9

H

Automatic identification of research publications

The system will allow specified users to set up search criteria and will automatically use these criteria to find data within external web-hosted databases e.g. ISI Web of Knowledge (Thomson Reuters), PubMed, Scopus, arXive, British Library, Google Books. The frequency of this action will be set by the specified

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Description

Description of how requirement will be met (Response from vendor)

user.

A10

E

Managed import of automatically identified publications

There will be a flexible process for validating output data before going live.

RFI: Describe the constraints surrounding the number of processes concurrently allowable in the system for validation, e.g. can one department have a different system to another for checking the accuracy of newly added publications before going live in system?

A11

E

Manual entry of publications, and manual import from databases

It will be possible to add publication data manually and from a file, e.g. Reference Manager, EndNote, RefWorks, BibTeX, Excel, XML

A12

H

Incorporation of bibliometric/citation data

The system will accommodate the integration of bibliometric/citation data, e.g. from Thompson Reuters, by automatically matching citation data with the relevant publication. The system will provide a mechanism for validating these matches and rectifying mistakes.

RFI: What functionality is provided to work with bibliometric data, e.g. normalisation or aggregation?

A13

E

Export data

Users will be able to export all data in the system in a recognised, non-proprietary format for both backup and to ensure the data can be moved to another system if necessary. The speed and ease of this process should be appropriate to the complexity of data requiring export, e.g. a user viewing a researcher’s publications should be able to export rapidly the data to a Word document. In addition, data generated in reports should be exportable in recognised, non-proprietary format.

RFI – Describe the export formats that are available and how easy the process is to achieve

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

B Links to external applications and search capability B1

E

Expose data to other applications

All data in the system must be easily available to other trusted applications (e.g. via a web service) to enable its reuse in University web pages and other systems.

It should be possible to add ‘tags’ to data, either to enhance the metadata associated with inputs or to assist in provision of web feeds.

RFI – Describe the ways in which data can be retrieved from the system for use in web pages

B2

H

Exposing only a sub-set of data to other applications

Data will be filterable and searchable at the point of exposure to other applications in the same ways that are available within the system's user interface (e.g. 'show papers by researcher X published this year').

RFI – Provide examples of how a restricted sub-set of data can be retrieved from the system for use in a web page

B3

H

Prioritisation of data for display/search purposes

In order to give flexibility to researchers about what information is published to the web, they will be able to mark as many research outputs as they wish as 'favourites' and apply an ordering to these. This ‘favourite’ status is optionally available when generating output from the system to be used to populating web pages.

RFI – Describe how a researcher would mark outputs as ‘favourites’

B4

H

‘Hiding’ of sensitive outputs

The University of York Research & Innovation Information System

Some staff will not want their research output to be publicly accessible. For example, for personal security reasons or for reasons of commercial sensitivity. Therefore, the system needs to allow a researcher to elect to have his/her output unavailable on a wider University level or public basis. Specified

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

users should be able to mark research outputs as 'hidden'.

RFI – Describe how the data made available to other applications (e.g. for the website) would reflect those preferences as indicated by the researcher.

B5

M

Link with multiple repositories

Users will be able to add metadata to RIIS that will feed automatically into repositories using standard data formats as required e.g. White Rose Research Online (WRRO) and/or UKPubMedCentral (UKPMC), and allow the full-text to be imported into the repository via an easy process (e.g. using a standard protocol such as SWORD) RFI: Describe the experience of adding a new publication metadata to RIIS and full-text to the repository as performed by an ordinary user of the system. The process of adding full-text after identification of a publication from an external online database (e.g. PubMed), and when the metadata has been added manually, should be described.

B6

L

Functionality to assist with deposition in repositories

Functionality to assist users with deposition in repositories, prompting e.g. which repository is appropriate based on the funder specified for the output. Users will be able to link to Sherpa/Romeo databases, integrating open access information.

B7

L

Record where research data is stored

Specified users will be able to add information on the location of research raw data associated with a given project or publication, e.g. addition of free text description or URLs

C Maintaining Data C1

E

Use of CRUD principles

The University of York Research & Innovation Information System

Specified users will be able to add, view and maintain data according to the ‘CRUD’ principles (Create, Read, Update and Delete) in agreement with their

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

access rights; this applies both to data captured in an automatic or semi-automatic fashion through interfaces with other databases/systems (outlined in Section A), and newly added data.

C2

H

‘Read’ data in all categories

Specified users will be able to ‘read’ data in all categories in accordance with their access rights.

C3

H

Entity relationships

The system must provide a mechanism to express arbitrary relationships between entities (including one to one and one to many). These relationships should function dynamically and be included in reports.

During data entry or editing, links to all other data types should be specifiable, e.g. when adding a new publication, it should be possible to link it to the grant through which the work was funded and the external collaborators who had input. Prompts to complete this data should be made during the data entry process to assist with completion.

RFI: Describe how these relationships would be added to the data and how they would be viewed as existing in the system.

C4

H

Maintain other projects

Specified users will be able to create/update/delete projects that do not necessarily have income associated with them (and are therefore not entering the system via the finance system), but which may produce outputs etc.

C5

H

Maintain individual staff data

Specified users will be able to create/update/delete additional information about individual staff e.g. publications, other outputs, esteem measures, research interests. This includes archiving staff that leave. It must be possible to assign a ‘status’ to data, e.g. be able to clearly distinguish between current and old staff data.

C6

H

Maintain organisation

It should be possible to specify that different parts of

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C7

Priority

H

Requirement

Description

hierarchy and relationships

the organisation have relationships and complex hierarchies, e.g. a department might have a research group and share two interdepartmental centres with two other departments. Required organisation types examples: Department; Research Groups; Research Centres; Inter-departmental centres, etc.

Maintain outputs

It should be possible to enter and maintain multiple research output types, including publications, and the available categories for outputs must meet the needs of the REF and OOCs.

Description of how requirement will be met (Response from vendor)

RFI: Describe how outputs are categorised and how much flexibility there is for adding new output types as they are identified.

C8

H

Maintain publications data

It should be possible for specified users to update output information manually, regardless of its original source e.g. for the purpose of correcting a typographical error in a journal article title imported automatically from PubMed.

C9

M

Maintain project documents

Specified users will be able to store documents related to a project, e.g. grant applications; ethical reviews, etc. These could be in several different formats e.g. PDF files, Word documents etc.

C10

H

Maintain external collaborators/links

Specified users will be able to create/update/delete data pertaining to bodies and individuals outside the University, including links with companies/industry, Research Councils and similar bodies, government departments, UK universities, international universities, collaborators, seminars, conferences and similar events, consultancy work, advisory bodies, and spin-off companies. Data will include contact names, company names, addresses and the nature of the relationship in descriptive form.

C11

H

Maintain internal

Specified users will be able to add links to other

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Priority

Requirement

Description

collaborators/links

members of staff. Some relationships may be formalised by e.g. joint supervision of a PhD student, co-authorship of a paper, or the joint award of a grant, but some will be more loose associations.

C12

M

Maintain areas of expertise

Specified users will be able to create/update/delete areas of expertise (currently in a different format), including plain English form and willingness to talk to the media, take PhD students, etc.

C13

M

Maintain research capability

Specified users will be able to create/update/delete research capability information.

C14

E

Maintain impacts

Specified users will be able to create/update/delete impacts to meet REF and OOCs requirements.

These impacts will be associated with other data at any level of grouping e.g. grouping outputs from several projects to give one impact, or impacts delivered by whole departments or large groups of staff.

Description of how requirement will be met (Response from vendor)

RFI: Describe how the data will be captured and what formats of data will be permitted, e.g. free text only or metrics in tabulated form etc.

C15

H

Maintain esteem measures

Specified users will be able to add, edit and delete esteem measures e.g. Journal editorship, membership of esteemed societies. The fields available for capturing this information should meet any requirements specified in REF or OOCs.

C16

L

Maintain press and publicity information

Specified users should be able to create/update/delete press and publicity information e.g. press clippings, RSS feeds, including the addition of associated documents.

C17

M

Maintain employment history of staff and students

It will be possible to record the previous employer of all employees and the destination for staff and students that leave.

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Requirement

Description

C18

M

Weightings/ Contribution

It should be possible to manually assign weightings to express, for example, percentage responsibility for a publication or student or grant. It should be possible to report on the relative contribution levels for a given item.

C19

E

Identify duplicate data

The system should automatically identify duplicate entries within a data type e.g. the same publication entered from different sources, and notify the relevant user e.g. author of the paper. Removal of duplicates should be simple and rapid, with a record of the deleted data kept in the audit log. It should be possible to specify the level of similarity necessary to prompt identification of items as duplicates.

C20

E

Archiving

Data associated with staff members no longer employed at the University should be clearly identified as such, but accessible to specified users for periods of time in accordance with data protection protocols and should be available for reporting purposes under specified conditions.

C21

H

Links with changing data

The system will track changes to specific data and keep links e.g. for reporting purposes. Examples include surnames, department names, names of funders etc.

C22

E

Store audit data

The system will automatically log all changes to all data (all CRUD activities), along with who made the changes, and at what date/time.

C23

E

Maintain REF /OOCs compliance

The vendor shall be committed to maintaining the system so that it meets the requirements necessary to fulfil a REF and OOCs submission. The system shall also be robust enough to adapt to changes to future reporting requirements that replace/add to REF and OOCs.

The University of York Research & Innovation Information System

Description of how requirement will be met (Response from vendor)

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Requirement

Description

Description of how requirement will be met (Response from vendor)

RFI: Describe how your company will keep abreast of the REF developments and indicate likely timescale of new versions of software appearing to maintain compliance with requirements.

C24

H

Data for statutory returns

The system shall assist with the delivery of statutory data provision requirements, to e.g. RAS and HE-BCI RFI: Describe if your product is currently capable of assisting with such returns or if you have any plans to do this.

C25

M

Extensibility of fields

The University must be able to add further fields to the system independent of the vendor and at no cost i.e. if the University identifies a local need, it must be able to add a field at no charge and without having to ask the vendor to carry out the required work.

D Interacting with the System D1

H

Ease of use

The system should be intuitive to learn and easy to use for an average computer user.

RFI: Please give any further information which substantiates claims that the system is easy to use, not including the training requirements detailed elsewhere.

D2

H

Workflow provision

The system should encompass sufficient workflow models to cover all processes e.g. entry of publication data, entry of yearly financial data, addition of new report template to be available to all users.

RFI: Describe how workflows are designed

D3

M

Workflow alterations

The University of York Research & Innovation Information System

RFI: Are workflows changeable once designed into the system? Describe how changes might be made, and any cost that would be incurred.

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Priority

Requirement

Description

D4

M

Workflow flexibility

Workflows should be sufficiently flexible to allow permission to miss steps in some models to some specified users, e.g. model for checking accuracy of entry of publication data might include two steps in some departments, but have one of these skipped, or two performed by the same person, in another.

D5

L

Customisation of application appearance

RFI: Describe any potential to modify the way the application appears to the end user, e.g. position of boxes, fonts used, colours used, and application of University branding.

D6

M

Printing directly from the system

Information should be available in a printer-friendly format without the need to run a report or export data.

D7

M

Provision of links to other web pages

The system should allow URL links to be placed in specified places to direct the user to other applications where necessary

D8

H

Internal search interface

Functionality will be provided to allow users to search within the system for data appropriate to their designated access rights.

Description of how requirement will be met (Response from vendor)

RFI: Describe how the search will be performed, including any use of fuzzy logic and whether the text of associated documents (e.g. Word or PDF files attached to records), will be included in searchable material.

Describe how the results of a search will appear, e.g. ranking, categorisation of results.

If a third party search engine is used, please state the product name and version.

D9

M

Customizable public interface

The University of York Research & Innovation Information System

The system will provide a ‘public’ interface to the data that can be incorporated with the University’s website.

This will take the form of a web application allowing faceted browsing and searching of all data in the

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

system, subject to access restrictions.

RFI – Describe any public web-interface to the system that is provided and what browsing/search functionality is included.

Describe how the results of a search will appear, e.g. ranking, categorisation of results.

D10

L

Customizable public interface

The public interface to the system will be customisable and University styles and branding will be able to be applied without vendor involvement.

Run standard reports

Specified users will be able to run pre-defined reports.

E Reporting E1

E

RFI: Please describe what reports are available as standard with your product.

E2

E

Reporting for REF/OOCs

The system will output data in a format suitable for direct entry into the REF data collection system and OOCs system.

E3

H

Create reports

Specified users will be able to build on-the-fly reports, save them for future use, and make them available for use by others.

E4

M

Flexible reporting

The entity relationships of the underlying data model must allow new relationships to be expressed as part of the reporting tool, for maximum flexibility, e.g. there will be the ability to create new groups of individuals with no previous connections for reporting purposes on any of their associated data.

E5

M

Run reports on processes

Specified users will be able to report on data that is missing e.g. who hasn’t checked recent publication suggestions; who hasn’t filled in their esteem measures, etc. The level at which this data is grouped should be specifiable e.g. by Department or

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Description

Description of how requirement will be met (Response from vendor)

research group or user type.

E6

L

Notification of specified users of newly added publications

The system will automatically email specified users when new publications are added that match previously specified criteria. The frequency of this action will be set by the specified user.

E7

M

Automatic/timed reports

Specified users will be able to set up reports to run at specified times and intervals, and output them as a file and in a format suitable for automatic display on a web site. The exported reports will also directly link to the RIIS and provide deep-linking where useful.

E8

M

Interaction with Business Objects/Oracle

Users will be able to use Business Objects XI to report on data, and to link to views/tables in our Oracle Data Warehouse.

E9

L

Reporting usage statistics

The system will allow queries to be run on usage.

RFI: How fine grained is the reporting of usage, e.g. number of logins, number of entries of specific data types, number of reports generated by certain departments.

E10

M

Presentation of data in reports

Reports should contain graphs and charting options as well as text or table outputs, where applicable.

RFI: List capabilities of system by data type e.g. display grant success rates graphically.

E11

L

Inclusion of external data for benchmarking or reporting

RFI: Describe any capacity for providing benchmarking information that your system supports.

E12

M

View audit log

Specified users will be able to report on audit data, including searching by user, action, date, time etc.

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

F Managing Access to Data F1

E

User-access privileges

The system must provide a user-management model where fine-grained privileges can be assigned to users and groups of users according to the ‘CRUD’ principles (Create, Read, Update and Delete), e.g. privileges will be defined as appropriate to Heads of Department, Research Managers, and Individual Staff. Users must not necessarily have data held about them in the system (i.e. an administrator is unlikely to have research information, but may update the information of others)

F2

E

Specificity of data access

The system must allow access to be granted to specific pieces of information, not just whole departments or everything about a researcher, e.g. another researcher in a different dept will need to know the expertise of another researcher, but not the number of times they have been turned down for funding.

F3

H

Assignment of multiple ‘roles’ per user

It must be possible to assign multiple roles to users and groups of users, and proxy roles to cover sickness, holidays, etc.

F4

M

Delegated administration

When assigning privileges to users, it must be possible to state that they may also assign these privileges to other users. A user must not be able to assign privileges they do not possess or that they have not been granted the right to pass on.

F5

H

Simplicity of assignment of access rights

The assignment of access right, even to a fine-grained level, should be simple and not require manual selection of individual fields for access for individual users.

RFI: Describe how user’s access rights are assigned.

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

G Technical requirements G1

H

Application architecture

RFI: Describe the software architecture, identifying key components and their inter-relationship. Indicate which components are core and which are optional.

What programming language(s) is the system developed in?

G2

H

Technical Documentation

Technical Documentation should be provided e.g. database schema.

G3

H

Published Application Programmable Interface (API)

The system must provide fully documented and fully supported APIs to allow integration with external systems.

RFI: Provide details of the supported API(s), indicating in each case whether the access is readonly. Describe the security context for the use of the APIs.

G4

E

Integration with other systems

The system must integrate with existing University business systems in order to import data automatically. It must be possible to select which data from an integrated system are imported, e.g. not every field from the HR system would be required to populate the RIIS. RFI: Provide technical details of how integration would be achieved with the University’s personnel, financial, student record systems etc.

G5

H

Browser support

The University of York Research & Innovation Information System

All of the system’s built-in web pages (including the interfaces for administration and authoring) must be browser-independent and must be fully usable in at least the following browsers, with no loss of functionality: • Internet Explorer 6.0 or greater • Firefox 2.0 or greater

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Requirement

Description • •

Description of how requirement will be met (Response from vendor)

Safari 3.0 or greater Opera 9.0 or greater

Where suitable browser releases are available, it must be possible to use these on at least Windows XP, UNIX/Linux and Mac OS X. RFI: State your browser support policy. Give details of your current browser/platform support matrix. This must include version information. Highlight any differences in functionality across the platform combinations in respect of administration, publishing and general viewing. List any dependencies on plugins, helper applications, etc.

G6

M

Accessibility

The University is committed to adhering to The Disability Discrimination Act (DDA) 1995. The software should provide an accessibility standards compliant interface.

RFI: Please describe the policies and procedures followed by your company which would help the University comply. For example, describe your commitment to ensuring your software products are accessible i.e. the accessibility of the software package and its output.

G7

E

External hosting

It must be possible for the system to be hosted and managed elsewhere (i.e. not at the University).

Hosting may be performed by the Supplier, or contracted to a third party.

The Hosting Supplier must be able to provide: 1. copies of: a. Security policy b. Business Continuity Plan c. Risk Management Plan d. Most recent audit proving compliance with the above.

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Priority

Requirement

Description

2.

3.

4.

5.

Description of how requirement will be met (Response from vendor)

e. Confirmation that the University would be notified in advance of any of the above changing. details of audit standards achieved e.g. SAS-70; details of security standards achieved e.g. ISO 27001; details of any subcontracting arrangements and notification of changes evidence of compliance with Data Protection Act.

The Supplier must be a Data Processor not a Data Controller.

Due to contractual arrangements with external funders of research grants, all data must be geographically located within the European Economic Area and must not be transferred to a country or territory outside the European Economic Area.

G8

E

Backup and recovery

The data will be backed up each night and the nightly back-ups stored for three months. It will be possible to ‘roll back’ the system to the data held on any day in the previous three months.

RFI: State your recommended approach to backup and recovery, including the impact on performance and application availability.

G9

H

Support for external authentication

Ideally, the system should support Shibboleth authentication. Failing this, the supplier should be prepared to develop a method of token-based authentication, in conjunction with the University.

G10

H

VPN and Data transfer

Ability to query databases through a VPN. The system must support secure transfer of all data between University systems and the hosted service.

G11

H

Offsite access

Users will be able to login to the system from offcampus. e.g. users can log in and add data off

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Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

campus G12

E

Secure web session

Web pages should be transmitted via HTTPS, where private data is involved.

H Future Developments H1

H

Continuity of service

The supplier must be able to guarantee that the product will be available and supported for at least four years, and demonstrate a commitment to the UK market.

RFI: What is the expected product life?

RFI: What guarantees are available for continuing support of the product in the event of financial failure of the company?

H2

H

System extensibility and interoperability

RFI: Describe the interoperability potential of the system. How easily will it expand to encompass as yet poorly defined future requirements, e.g. becoming part of a VRE, or allowing synchronisation of data to create error correction mechanisms in underlying systems? Please describe any such developments made at other HEIs using the system.

RFI: If not detailed elsewhere, please explain the cost implications of making changes to the system.

H3

M

Interaction with Portal Software

RFI: Describe how the system facilitates portal integration. Will JSR-168 be supported?

H4

H

Impact of new release on availability

There will be minimum impact on system availability during upgrade procedures. The manufacturer will be sympathetic to external reporting requirements when planning upgrades and maintenance.

H5

L

Product development

A published release road map will be produced for

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Priority

Requirement

Description

path

future developments and maintenance schedules.

Description of how requirement will be met (Response from vendor)

RFI: Please provide details of who is notified about future changes and what notice they are given about upcoming changes to the product.

H6

L

Sharing costs for future development

RFI: Describe if costs would be reduced if several HEIs were to collaborate to request a new requirement.

H7

M

Feature request process

There should be an agreed process through which system changes are requested and tracked.

I Deployment (Implementation and Training) I1

H

Resource

The system provider will clearly outline the resource requirements of the University during implementation and beyond.

RFI: please state clearly what resource is required by the University for each stage in the implementation process and when it will be required to meet deadlines. People, accommodation on site (e.g. office space) and equipment should be considered.

I2

H

Skill set

The system provider will clearly outline skills required by key role holders during implementation, and describe any training they might require to perform their required duties.

RFI: Describe the skill set and any training required for the key management roles within the system, e.g. administrators, Computing Service programmers

I3

E

Implementation programme

Suppliers must demonstrate that they have a well developed and tested implementation programme: a) Preferably with experience of implementing their system within the higher education or public

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Requirement

Description

Description of how requirement will be met (Response from vendor)

sector; b) With support facilities provided for the period before, during and following installation.

RFI: Describe a typical implementation process, with a detailed schedule and timescale I4

H

Migration (import facilities)

The system must provide tools for bulk import of historical content (legacy data) from existing services into the new system RFI: Describe the import tools available to support this. Describe what prior knowledge of existing databases is required for the Supplier to plan and cost the migration of data.

I5

H

Initial training

The supplier must be able to provide comprehensive initial training for all key role-holders within the system e.g. super-users in central administration (approximately 10) and technical staff from Computing Service (less than 10).

RFI: Describe the training model successfully used in previous implementations.

RFI: It is envisaged that once the initial group of York staff are trained, knowledge of the system will be passed to academics and administrators in departments in a training ‘cascade’, organised and run

by York personnel. Please describe what training is generally necessary for (i) an average user of the system who would be inputting and maintaining their own data and doing little reporting, (ii) a research manager using data in the system for reporting and benchmarking purposes.

I6

M

Future training needs

The University of York Research & Innovation Information System

RFI: Describe how training is provided after major software upgrades. Is training available to staff new to the system should it be required at a later stage?

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Priority

Requirement

Description

I7

M

Non-technical documentation

Comprehensive documentation, including training documentation, for all relevant aspects of the system and for all key role-holders within the system e.g. administrators

Description of how requirement will be met (Response from vendor)

RFI: List the documentation delivered with the system.

I8

M

Documentation re-use

The University should be able to re-use the vendor’s documentation in locally developed materials (written and online) at no extra cost.

J Support J1

H

Product support

RFI: Describe your support model.

J2

M

Support during working hours

Help desk support must be provided in English during normal UK working hours.

J3

M

Online fault-logging system

The supplier should provide an online system for problem/fault/query logging and tracking.

RFI: Describe how a query would be logged and tracked until resolution.

J4

H

Online help facilities

The system should provide online help facilities.

J5

M

Context-sensitive help

The online help facilities should be context-sensitive.

J6

L

Customisable help

The online help content should be customisable.

J7

M

Customer user groups

There should be an active user group and/or forum for customers higher education/public sector, which influences product development and enhancement, and which York is entitled to join.

RFI: Provide a list of the user groups and forums, along with details of the frequency of meetings and examples of topics discussed recently.

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Priority

Requirement

Description

J8

M

User experience of system errors

RFI: Describe how errors are flagged to the end user, logged and reported within the University to a system administrator, and any links to the main incident reporting system.

J9

M

Monitoring system availability

RFI: Describe how a York-based systems administrator is able to monitor the availability of the system.

J10

L

System-wide messaging

It should be possible to add a message to users that is seen by them on their first log-in of the day, to e.g. alert user to new features.

Description of how requirement will be met (Response from vendor)

K Company Information K1

M

Compliance with equality legislation

RFI: Does your organisation have a written equal opportunities policy? For example, a policy that demonstrates your compliance with the UK Race Relations Amendment Act 2000.

K2

M

Sub-contracting

RFI: Please give details of any sub-contracting requirements.

K3

M

Assumptions

RFI: Please list any assumptions that have been made when bidding for this contract.

K4

E

Continuity of service

This product will become an important tool for the University and the continuity of service will therefore be essential. Tenderers are requested to consider all major risks that could affect this service continuity and provide solutions to mitigate those risks, in particular, ensuring product availability in the event of organisational change or financial failure.

K5

E

Data preservation

In the event of a termination of the contract with the Supplier by either the University or the Supplier, all data stored in the system must be supplied/remain

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Ref No

Priority

Requirement

Description

Description of how requirement will be met (Response from vendor)

available to the University in a non-proprietary format that could be transferred to another database.

RFI: Describe how this would be achieved, explaining how/if relationships between data types would be maintained.

K6

M

Release information

RFI: When was the product you are recommending first released in the UK market?

RFI: How many product releases are there each year, how are they managed and what support is provided?

Provide details of any planned future enhancements or upgrades.

K7

M

Versions

RFI: How many versions of the product have been released?

K8

M

Customer input

RFI: Provide an example of a product development or enhancement that was influenced by a user group or customer.

K9

M

Other customers

RFI: Supply a list of higher education/closely related organisations currently using the full integrated solution you are recommending.

Please indicate which version of the software they are using RFI: What is the typical size of installations of the product you are proposing (expressed in end user numbers and numbers of concurrent users)?

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Appendix 1 – Conceptualisation of the RIIS WRRO staff

digital repositories Validation of copyright

researchers CV generation Deposit of data

Submission of data - Impact - Collaborators/Links - Areas of expertise

Access to repository objects Validation of data

RIIS Population of web pages -Staff profiles, -Expertise directory etc.

Automatic feed

WWW

Querying of research data

citation data Automatic feed Automatic feed

Internal reporting

online bibliographic databases (Web of Science etc.)

The University of York Research & Innovation Information System

York business systems -Agresso -SITS -HR/People

Research management, performance review etc.

External reporting

research managers REF, HESA, OOCP etc.

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Appendix 2 – Basic project procurement and implementation plan Please note that all dates given below are provisional and are subject to ongoing review.

Date

Action

16 Sept – 28 Sept 2009

Evaluation of companies responding to OJEU notice

01 Oct 2009

Invitations to Tender issued

04 Nov 2009

Deadline for Tender submission

05 Nov – 13 Nov 2009

Evaluation of Tender submissions

w/c 16 and 23 Nov 2009

Presentations from participating companies

24 Nov 2009 – 8 Jan 2010

Selection of supplier

w/c 11 Jan 2010

Issue of Intention to Award Notice

10 days

Alcatel standstill period

Feb 2010

Contract award

Mar 2010

Implementation could begin Key milestones for Implementation: • Final configuration agreed between supplier and University • Integration of finance, HR and student systems • User authentication system provided • Import of legacy data • Link made to publications databases • Link made to citation data • Link made to Web CMS • Link made to Repositories • Training of key personnel • Custom reports prepared • Public interface available on Web

July-Sept 2010

Training of users within early-adopter departments • ‘Super’ users followed by ‘ordinary’ users

Oct-Dec 2010

Training of users within remaining departments • ‘Super’ users followed by ‘ordinary’ users

01 Nov 2010

System available for use throughout University

01 Feb 2011

Staff in all Departments trained and using system

30 May 2011

Data entry up to date

June/July 2011

Mock REF exercise performed

01 Dec 2012

Anticipated REF submission date

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Appendix 3 – Glossary of Terms The following terms are used within this document.

Term API

Definition within the context of this document Applications Programmable Interface

Capability

The academic skills of an individual that could be applied beyond their own field of research

CERIF Collaborator/Links

Common European Research Information Framework Person, body or company with whom a relationship exists. May include financial interactions through joint grants or be less formal

CRUD

Create, Read, Update, Delete

Digital repository

Digital store for academic outputs e.g. publications, still and moving images, sound archives, manuscripts, research data

ePrints

Open Source repository software developed at University of Southampton The areas of academic knowledge of an individual

Expertise Fedora Grant

Open Source repository software developed at Cornell University and University of Virginia A sum of money provided to pay for a research project

HE-BCI

Higher Education Business and Community Interaction (Survey)

HESA

Higher Education Statistics Agency

Impact

Measurement of the broad contribution of research to the economy, society and public policy

OOCs Output

Outputs and Outcomes Collections Project An item or event or benefit resulting from research

Project

A piece of work undertaken by one or many researchers, which may or may not have an income stream associated with it

Publication

A journal article, conference paper, book, book chapter, report or other printed item resulting from and containing research data and/or its interpretation

RAS REF Researcher

Research Activity Survey Research Excellence Framework An individual who undertakes research at the University and who’s data needs to be recorded in the RIIS. Request For Information Standards based, open source software package for web single sign-on across or within organizational boundaries

RFI Shibboleth Specified user

Person with permission to perform tasks within the system according to their access rights. This will include both researchers and administrative staff.

SSO

Single sign-on

VPN WREO WRRO

Virtual Private Network White Rose Etheses Online White Rose Research Online

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SCHEDULE 4:

PRICING SCHEDULE

For comparison purposes, you are requested to provide an indicative cost for the complete solution based on: • • • • • • •

Statistics on staff numbers provided in Schedule 3; The requirements as specified throughout the whole of this document; Additional products and/or bespoke work required to achieve the Essential, High, Medium and Low priority requirements set out in Section 4 of Schedule 3 (Specification); Typical implementation costs; Ongoing hosting costs; Ongoing yearly support and maintenance costs; and Ongoing yearly licence costs.

Please detail your cost proposals using the template on the following pages. The items listed in the schedule are not exhaustive and tenderers are encouraged to elaborate where possible. Tables may be extended to accommodate the necessary information.

Every section must be completed. Submission of a separate schedule, with your own template, will not be considered appropriate and may disqualify your bid. If there is no cost associated to a specific item then the response must be “Not applicable” and “No cost”.

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Resource(s) Utilised

Rate (£/hour)

Total Estimated Hours (hrs)

Licence (£/licence)

Number of Licences Required

SOFTWARE 1

Definition of final configuration with client:

2

System/applicatio n software:

3

Bespoke work to fulfil specified requirements (Please relate every entry to the specification reference number):

4

Additional product or software required to fulfil specified requirements (Please relate every entry to the specification reference number): Software Total First Year Cost (£):

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Total First Year Cost (£)

Years 2 to 5 Costs (if applicable) (% variation on first year costs) 2nd

3rd

4th

5th

Resource(s) Utilised

Rate (£/hour)

Total Estimated Hours (hrs)

INSTALL & INTEGRATE 5 6

7

8

Software Installation: Integration with existing business systems: User authentication system integration: Import of legacy data:

9

Link to external publication databases:

10

Link to citation data provider:

11

Link to Web CMS:

12

Link to Repositories:

13

Public interface on Web:

14

Other: Install & Integrate Total First Year Cost (£):

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Total First Year Cost (£)

Years 2 to 5 Costs (if Applicable) (% variation on first year costs) 2nd

3rd

4th

5th

Resource(s) Utilised

Rate (£/hour)

Total Estimated Hours (hrs)

SERVICE SUPPORT 15

Project Management:

16

Hosting:

17

Support Contract:

18

Maintenance Contact:

19

Other: Service Support Total First Year Cost (£): TRAINING

20

Provision of Training:

21

Provision of Training Materials: Training Total First Year Cost (£):

22

OTHER Please add any additional costs not covered by the sections listed above.

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Total First Year Cost (£)

Years 2 to 5 Costs (if Applicable) (% variation on first year costs) 2nd

3rd

4th

5th

Total First Year Costs Software: Install & Integrate: Service Support: Training: Other: Total First Year Cost (ÂŁ): In addition to providing University of York with this service, there may be an opportunity to extend this contract to other higher education organisations. The extension of this contract may provide the opportunity for cost efficiencies, not to mention the financial benefits that the successful Contractor will achieve from this opportunity. Tenderers are asked to recognise this opportunity by providing University of York with an incentive to encourage other universities to adopt this system.

Detail:

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SCHEDULE 5, PART A:

OFFER OF AGREEMENT

Agreement Ref: UY / SD / 090

Having examined all the documents listed within the tender package and, subject to and upon the terms and conditions contained in the said documents, I/We offer to supply the Goods and/or Services to the University at the rates/prices detailed in the Price Schedule enclosed.

I/We agree that this tender and any Agreement and subsequent contract which may result from it shall be based upon this Offer of Agreement, together with all other documents bearing the contract reference shown at the top of this tender within the attached Schedules 2 to 5 inclusive.

I/We agree that any other terms or conditions of contract or any general reservations which may be printed on any correspondence emanating from us/me in connection with this tender or with any contract resulting from this tender, shall not be applicable to the Agreement or subsequent contract.

I/We agree that any contract that may result from this tender shall be subject to the law of England and Wales as interpreted in an English Court.

The prices quoted in this tender are valid and open to acceptance by you for a period of 3 calendar months from the tender return date specified in your Invitation to Tender.

Signed: ___________________________

Date: ____________________________

Name: ____________________________

Position: _________________________

Authorised to sign tenders for and on behalf of: ____________________________________

Acceptance of Agreement

The above offer from: ______________________________________ is accepted on behalf of the University of York on the basis of Agreement stated above.

Name: ______________________________

Designation: ______________________

Address: __________________________________________________________________ Telephone Number: ____________________

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SCHEDULE 5, PART B:

DECLARATION OF BONA FIDE TENDER

Agreement Ref: UY / SD / 090

To:

From:

Dear Sirs, The essence of competitive tendering is that the University shall receive bona fide competitive tenders from all companies tendering.

In recognition of this principle, we declare that this is a bona fide tender, intended to be competitive and that we have not fixed or adjusted the amount of the tender by or under or in accordance with any agreement or arrangement with any other person.

We further declare that we have not done and we undertake that we will not do any of the following acts: (a) communicate with a person, other than the person calling for this tender or the University offices, the amount or approximate amount of the proposed tender. (b) enter into any agreement or arrangement with any other person that he shall refrain from tendering or as to the amount of any tender to be submitted. (c) offer to pay or give, or agree to pay or give, any sum of money or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other tender or proposed tender for the requirement any act or thing of the sort described above.

In this declaration the word "persons" includes any person and any body or association, corporate or incorporate. The words "agreement or arrangement" include any such transaction, formal or informal, whether legally binding or not.

Signed: ___________________________ Date: _____________________________ Name: ____________________________ Position: __________________________ For and on behalf of: ____________________________________________________

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SCHEDULE 5, PART C:

NON-COMPLIANCE STATEMENT

Agreement Ref: UY / SD / 090

NOTE TO TENDERER: Please list below all matters (Technical, Commercial or Contractual) in which your Tender response does not comply with the requirements laid down in the Invitation to Tender documentation. If required, take copies of this blank form for additional points of noncompliance. Cross reference to any supporting information provided separately.

Tenderer: ______________________________________________________________ Date: _________________________________

Clause Reference

Page: _____ of __________

Area of Non-Compliance and Alternative Proposal

Cost Adjustment (ÂŁ)

Note: The University may reject a Tender which is non-compliant with the proposed Contract documents. Tenderers should therefore give explicit justification and reasoning for any non-compliance and or any relevant adjustments to the tendered rates/prices.

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SCHEDULE 5, PART D:

PARENT COMPANY GUARANTEE IN RESPECT OF A SUBSIDIARY

Agreement Ref: UY / SD / 090

Name of Guarantor: _________________________________________________________ Address: __________________________________________________________________ To: The University of York We in consideration of your acceptance of the tender of [insert name of Contractor] (hereinafter called the Contractor) for the provision of [insert goods / services] dated [insert date] (which tender and acceptance are hereinafter referred to as the "Agreement"), hereby agree to provide all resources whether financial or otherwise to enable the Contractor to fulfil duly the commitments arising from the Agreement and subsequent contracts and agree that if the Contractor shall in any respect fail duly to perform and observe any of its obligations under the Agreement or any contracts emanating from the Agreement to your satisfaction we shall indemnify you against all losses, claims, liabilities and expenses which may be incurred or suffered by you by reason of such failure.

And we further agree that all the dividends, compositions and payments which you may at any time receive from the Contractor whether in liquidation or otherwise shall be taken and applied by you in part satisfaction of such losses, claims, liabilities and expenses and that this guarantee shall stand good in respect of the balance, and that we shall have no right to be subrogated to you until you have received payment in full of your claim against the Contractor.

We further agree that this guarantee shall not be affected by amalgamation, reconstruction, change of name or status in the Contractor.

And we further agree that we shall not be discharged or released from this guarantee by any arrangement made between you and the Contractor or by any alteration in the obligation imposed upon the Contractor by any Contract or by any forbearance granted by you to the Contractor as the payment, time, performance or otherwise or by any other matter or thing which but for this provision might exonerate us and this notwithstanding that such arrangement, alteration, forbearance, matter or other thing may have been made, granted or happen without our knowledge or consent.

Dated this __________________ day of ________________________________ 200 ____ Signature of Guarantor: ______________________________________________________ Address: __________________________________________________________________ Witness: __________________________________________________________________ Address: __________________________________________________________________

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SCHEDULE 5, PART E:

ADMINISTRATIVE INSTRUCTIONS

To be completed at Contract award

1.

AUTHORISATION

The following person(s) is/are authorised to act as the University’s Representative on all matters relating to the contract.

To be completed at Contract award.

2.

CORRESPONDENCE

All correspondence to the University shall be sent to the following address: To be completed at Contract award.

3.

ADDRESS FOR PAYMENTS

All invoices for services shall be sent to the relevant client contact. Fees will be paid to the contractor within 30 days month end of the submission of a fully correct invoice.

Addresses to be completed at Contract award.

4.

VARIATION PROCEDURE

The contract price and/or contract period shall be subject to adjustment only when a Variation to Contract Form has been signed by the University’s Representative.

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SCHEDULE 6:

AIDE MEMOIRE

When submitting a tender response, it is essential that Tenderers provide the following information: •

A full response to the tender requirement detailed in Schedule 3

•

Completed Pricing Schedule (Schedule 4)

•

Offer of Agreement* (Schedule 5, Part A)

•

Declaration of Bona fide tender * (Schedule 5, Part B)

•

Non-compliance statement (Schedule 5, Part C)

•

Parent Company Guarantee* (Schedule 5, Part D) – only where applicable

*Please note that these documents require signing. Failure to do so should be recorded and explained on the "Non-Compliance Statement".

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