Framework Agreement for the Appointment of Office Holders

70 Pages·2014·0.23 MB·English

OFFICIAL -Sensitive
Framework Agreement for the
Appointment of an Office Holder

between

(1) The Crown Prosecution Service

and

(2) Provider
OFFICIAL -Sensitive

CONTENTS
1.  INTERPRETATION .......................................................................................... 4 
2.  TERM OF FRAMEWORK AGREEMENT ...................................................... 12 
3.  SCOPE OF FRAMEWORK AGREEMENT .................................................... 13 
4.  PROVIDER’S APPOINTMENT ...................................................................... 14 
5.  NON-EXCLUSIVITY ...................................................................................... 14 
6.  AWARD PROCEDURES ............................................................................... 15 
7.  WARRANTIES AND REPRESENTATIONS .................................................. 18 
8.  CONFLICTS OF INTEREST .......................................................................... 19 
9.  PREVENTION OF BRIBERY AND CORRUPTION ....................................... 20 
10.  LETTER OF APPOINTMENT PERFORMANCE ........................................... 22 
11.  SERVICE REVIEW ........................................................................................ 22 
12.  FEES FOR SERVICES .................................................................................. 23 
13.  STATUTORY REQUIREMENTS ................................................................... 24 
14.  NON-DISCRIMINATION ................................................................................ 24 
15.  STAFF TRANSFERS ..................................................................................... 25 
16.  PROVISION OF MANAGEMENT INFORMATION ........................................ 25 
17.  RECORDS AND AUDIT ACCESS ................................................................. 25 
18.  SECURITY ..................................................................................................... 26 
19.  CONFIDENTIALITY AND TRANSPARENCY ................................................ 27 
20.  DATA PROTECTION ..................................................................................... 30 
21.  FREEDOM OF INFORMATION ..................................................................... 31 
22.  TERMINATION .............................................................................................. 32 
23.  APPOINTMENT OF PROFESSIONAL ADVISORS ....................................... 35 
24.  CONSEQUENCES OF TERMINATION AND EXPIRY .................................. 35 
25.  LIABILITY ...................................................................................................... 36 
26.  INSURANCE .................................................................................................. 37 
27.  TRANSFER AND SUB-CONTRACTING ....................................................... 38 
28.  VARIATIONS TO THE FRAMEWORK AGREEMENT ................................... 39 
29.  RIGHTS OF THIRD PARTIES ....................................................................... 39 
30.  SEVERABILITY ............................................................................................. 39 
31.  REMEDIES CUMULATIVE ............................................................................ 40 
32.  WAIVER ......................................................................................................... 40 
33.  ENTIRE AGREEMENT .................................................................................. 40 
34.  NOTICES ....................................................................................................... 41 
35.  COMPLAINTS ............................................................................................... 42 
36.  LAW AND JURISDICTION ............................................................................ 43 
SCHEDULE 1 THE SERVICES ................................................................................ 43
SCHEDULE 2 FEES ................................................................................................. 54 
SCHEDULE 3 LETTERS OF APPOINTMENT ......................................................... 58 
SCHEDULE 4 MANAGEMENT INFORMATION REQUIREMENTS ......................... 59 
SCHEDULE 5 OFFICE HOLDERS ........................................................................... 59
SCHEDULE 6 SECURITY ....................................................................................... 65 
SCHEDULE 7 CONTRACTING BODIES ................................................................. 68 
SCHEDULE 8 CAPEWELL GUIDELINES ................................................................ 69 

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Framework Agreement PR21 2014
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THIS AGREEMENT is made on 1st October 2014

BETWEEN:-
(1) The Crown Prosecution Service whose principal place of business is at Rose
Court, 2 Southwark Bridge Road, London, SE1 9HS (the "Authority"); and
(2) (the "Provider")
WHEREAS

(A) The Authority placed an advertisement seeking expressions of interest from
providers for the provision of Office Holder Services to the Authority and
Contracting Bodies.
(B) The Provider submitted an expression of interest in response.
(C) The Authority invited potential providers (including the Provider) who had
expressed an interest in doing so to tender for the provision of Receivership and
Trustee services on the basis of an ‘Invitation to Tender’ (ITT) document
supplied by the Authority.
(D) The Provider submitted a tender.
(E) On the basis of the Provider’s tender, the Authority selected the Provider on the
terms set out herein.
(F) It is the parties' understanding that there will be no obligation for any Contracting
Body to award any orders under this Framework Agreement during its Term.

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IT IS AGREED AS FOLLOWS:-
1. INTERPRETATION
1.1 Unless the context otherwise requires, the following words and expressions
shall have the following meanings:-
“Appointment” The Appointment of an Office Holder in accordance with
the terms set out in a Letter of Appointment and Court
Order.
"Audit" means an audit carried out pursuant to Clause 17.
"Authority" shall mean the Crown Prosecution Service
“BPSS” means Baseline Personnel Security Standard
“Capable Framework means a Provider who the Authority or other
Provider” Contracting Body believes by following the procedures
set out in clause 6.1 has the capability and capacity to
provide the Services.
"Capewell Guidelines" means the guidelines set out in schedule 8.
"Commencement means 1st October 2014
Date"
"Commercially means the information (i) listed in the Commercially
Sensitive Information" Sensitive Information Schedule; or (ii) notified to the
Authority in writing (prior to the commencement of this
Agreement) which has been clearly marked as
Commercially Sensitive Information comprised of
information:
(a) which is provided by the Provider to the Authority in
confidence for the period set out in that Schedule or
notification; and/or
(b) which constitutes a trade secret.
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"Confidential means any information which has been designated as
Information" confidential by either Party in writing or that ought to be
considered as confidential (however it is conveyed or
on whatever media it is stored) including information
which would or would be likely to prejudice the
commercial interests of any person, trade secrets,
Intellectual Property Rights, know-how of either Party
and all personal data and sensitive data within the
meaning of the DPA.
“Contract-Delivery means the person authorised to act on behalf of the
Manager” Authority in accordance with Schedule 4 hereof, or their
nominated deputy;
“Contracting means any contracting authority as defined in
Authority” Regulation 3 of the Public Contracts Regulations 2006.
"Contracting Body" means the Authority, the other Contracting Bodies and
any other central government department specified in
Schedule 7, as may be amended from time to time in
the absolute discretion of the Authority.
“Court Order” means an order made by a court of competent
jurisdiction appointing the Office Holder as a Receiver
or Trustee in Civil Recovery.
"Crim.PR" shall mean The Criminal Procedure Rules and any
amendment or re-enactment thereof.
"Crown" means the government of the United Kingdom
(including the Northern Ireland Assembly and Executive
Committee, the Scottish Executive and the National
Assembly for Wales), including, but not limited to,
government ministers and government departments
and particular bodies, persons, commissions or
agencies from time to time carrying out functions on its
behalf.
"Default" means any breach of the obligations of the Provider
(including any fundamental breach or breach of a
fundamental term) or any other default, act, omission,
negligence or negligent statement of the Provider in
connection with or in relation to this Framework
Agreement or the subject matter of this Framework
Agreement and in respect of which the Provider is liable
to the Authority.
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"DPA" means the Data Protection Act 1998 any amendment or
re-enactment thereof and any subordinate legislation
made under such Act from time to time together with
any guidance and/or codes of practice issued by the
Information Commissioner or relevant Government
department in relation to such legislation.
"Environmental mean the Environmental Information Regulations 2004
Information any amendment or re-enactment thereof together with
Regulations" any guidance and/or codes of practice issued by the
Information Commissioner or relevant Government
department in relation to such regulations.
“Fees” means the fees specified in Schedule 2.
“FIPS” Means Federal Information Processing Standard
"Framework means this agreement and all Schedules to this
Agreement" agreement.
"FOIA" means the Freedom of Information Act 2000 any
amendment or re-enactment thereof and any
subordinate legislation made under such Act from time
to time together with any guidance and/or codes of
practice issued by the Information Commissioner or
relevant Government department in relation to such
legislation.
"Fraud" means any offence under Laws creating offences in
respect of fraudulent acts or at common law in respect
of fraudulent acts in relation to the Framework
Agreement or defrauding or attempting to defraud or
conspiring to defraud the Crown.
"Guidance" means any guidance issued or updated by the UK
Government from time to time in relation to the
Regulations.
"Information" has the meaning given under section 84 of the Freedom
of Information Act 2000.
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"Intellectual Property means patents, inventions, trademarks, service marks,
Rights" logos, design rights (whether registrable or otherwise),
applications for any of the foregoing, copyright,
database rights, domain names, trade or business
names, moral rights and other similar rights or
obligations whether registrable or not in any country
(including but not limited to the United Kingdom) and
the right to sue for passing off.
“Issuing Contracting means the Contracting Authority who issues the Letter
Authority” of Appointment.
"ITT" means the Authority’s Invitation to Tender issued 05th
June 2014.
"Law" means any applicable Act of Parliament, subordinate
legislation within the meaning of Section 21(1) of the
Interpretation Act 1978, exercise of the royal
prerogative, enforceable community right within the
meaning of Section 2 of the European Communities Act
1972, regulatory policy, guidance or industry code,
judgment of a relevant court of law, or directives or
requirements or any Regulatory Body.
“Letter of means the letter of appointment typically covering the
Appointment” issues listed in Schedule 3 and seeking the
appointment by a Contracting Body of a person named
in Schedule 5 or appointed pursuant to Clause 3 as an
Office Holder or Trustee in Civil Recovery.

"Management means the management information specified in
Information" Schedule 4.
"Material Default" means any material default of any term of this
Framework Agreement.
"Month" means a calendar month.
“Nominate” means a proposal by a Contracting Body to a court that
“Nomination” the Provider be appointed to provide the services of an
Office Holder in accordance with a Letter of
Appointment.
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“Office Holder” means a person named in Schedule 5 who is a partner,
member, trustee or employee of the Provider and is
qualified to act as Management Receivers,
Enforcement Receivers, NCA Receivers, Interim
Receivers, Civil Recovery Management Receivers or
Trustees for Civil Recovery or as may specified in a
Letter of Appointment.
"Order" means an order for Services served by any Contracting
Body on the Provider in accordance with the Ordering
Procedures.
"Ordering Procedures" means the ordering and award procedures specified in
Clause 6.
"Parent Company" means any company which is the ultimate Holding
Company of the Provider or any other company of
which the ultimate Holding Company of the Provider is
also the ultimate Holding Company and which is either
responsible directly or indirectly for the business
activities of the Provider or which is engaged in the
same or similar business to the Provider. The term
“Holding Company” shall have the meaning ascribed
by Section 736 of the Companies Act 1985 or any
statutory re-enactment or amendment thereto.
"Party" means the Authority or the Provider.
"POCA" shall mean the Proceeds of Crime Act 2002 and any
amendment or re-enactment thereof and any
subordinate legislation made under such Act from time
to time.
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“Professional means any person who is providing services to the
Advisor” Provider, the Office Holder or the Trustee in Civil
Recovery for the provision of the Services including
members of the bar.
"Prohibited Act" means any of the following:
to directly or indirectly offer, promise or give any person
working for or engaged by the Customer and/or the
Authority or other Contracting Body or any other public
body a financial or other advantage to:
induce that person to perform improperly a relevant
function or activity; or
reward that person for improper performance of a
relevant function or activity;
to directly or indirectly request, agree to receive or
accept any financial or other advantage as an
inducement or a reward for improper performance of a
relevant function or activity in connection with this
Agreement;
committing any offence:
under the Bribery Act 2010 (or any legislation repealed
or revoked by such Act)
under legislation or common law concerning fraudulent
acts; or
defrauding, attempting to defraud or conspiring to
defraud the Customer; or
any activity, practice or conduct which would constitute
one of the offences listed under (c) above if such
activity, practice or conduct had been carried out in the
UK;
"Provider" means [name of provider]
“Provider’s Lots” means the Services Framework Lots which the Provider
has been appointed to under this Framework
Agreement
"Regulations" means the Public Contracts Regulations 2006.
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"Regulatory Bodies" means those government departments and regulatory,
statutory and other entities, committees, ombudsmen
and bodies which, whether under statute, rules,
regulations, codes of practice or otherwise, are entitled
to regulate, investigate, or influence the matters dealt
with in this Framework Agreement or any other affairs
of the Authority.
"Requests for means a request for information or an apparent request
Information" under the FOIA or the Environmental Information
Regulations.
"Services" means the services set out in (a) this Agreement, (b)
Schedule 1, (c) the Letter of Appointment and (d) the
Court Order.
"Services Framework" means the framework agreements established by the
Authority for the provision of Receivership and Trustee
services to Contracting Bodies by Services Framework
Providers divided into Services Framework Lots.
“Services Framework means the lots described in the ITT and referred to in
Lots” Schedule 1.
"Services Framework means the persons appointed as providers under the
Providers" Services Framework.
"Services means the requirements of the Authority or any Other
Requirements" Contracting Body (as appropriate) for the Services from
time to time.
"Staff" means all persons employed by the Provider together
with the Provider's servants, agents, suppliers and sub-
contractors used in the performance of its obligations
under this Framework Agreement.
"Tender" means the tender submitted by the Provider to the
Authority on 8th July 2014 in response to the ITT.
"Term" means the period commencing on the Commencement
Date and ending on 30th Sep 2017 or on earlier
termination of this Framework Agreement.
“Trustee in Civil means an Office Holder who is appointed by the court
Recovery or pursuant to sections 266(2) and 267 POCA 2002 to
Trusteeship” give effect to a recovery order.
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