Central Procurement Directorate

Supplies & Services

First Floor
Clare House
303 Airport Road West
Belfast
BT3 9ED
Tel: (028) 9081 6356
e-mail: john.mcguigan@dfpni.gov.uk
Date:

Dear Sir or Madam,

DRD BALLYCASTLE TO RATHLIN ISLAND FERRY OPERATOR

The Central Procurement Directorate (CPD), Department of Finance and Personnel, on

behalf of its client, the Department for Regional Development, invites you to submit a
tender offer for the above requirement.

Documents relating to this invitation are:

Part 1 This letter of invite including Instructions for Submission of Tender

Part 2 Terms of Reference/Specification/Statement of Requirement
Part 3 Forms and certificates
Part 4 Conditions of Contract

Please note that you must return a signed copy of part 4, the “Forms and Certificates” and
a completed copy of Part 3 “Pricing Schedule” sections of the tender pack. There is no
requirement to return Part 1, Part 2 and Part 5.

The closing date for submission of tenders is 3pm on Thursday 11th October 2007.

Under no circumstances will late tenders be considered.

CPD and the Department for Regional Development are not obliged to accept the
lowest or any tender.

Yours Sincerely

John McGuigan
 DRD Ballycastle to Rathlin Island Ferry Operator

S1417305

Contents

1. Instructions to Tenderers Part 1

2. Terms of Reference Part 2

3. Forms and Certificates Part 4

4. Terms and Conditions of Contract Part 5

 Part I

Instructions to Tenderers
 INSTRUCTIONS TO TENDERERS

1. Completion and Submission of Tender Documentation

The documents completed as directed should be returned preferably via the ProCon
system

i. Responses can be loaded any time until 3pm on Thursday 11th October
2007. These responses can be retracted and re-submitted any time before
this closing date.

ii. When loading your response, please be aware of the speed of your Internet
connection, your system configuration and general web traffic that may
impact on the time taken to complete the transaction. Loading of proposals
must be completed by 3pm on the closing date.

iii. Please upload as early as possible particularly if responding on the day of

closing.

Submission of Hard Copy Responses

iv. If responding manually, one hard copy of your tender and one electronic
version on CD ROM must be delivered to the address below before 3pm on
the closing date.

v. If returning by post, where documentation is bulky, suppliers must ensure

that the packaging is strong enough to secure the documents. Tenders may
not be returned by e-mail. Envelopes or packages should bear no marks
indicating the identity of the Supplier, should clearly identify the tender
reference and should be returned to: -

Supplies and Services Division

Central Procurement Directorate
Clare House
303 Airport Road West
Belfast
BT3 9ED

vi. Tenders sent by post should be registered or sent by Recorded Delivery.

vii. Tenderers are advised that manually delivered Tenders can only be
accepted during normal office hours, that is between 9.00 am to 5.00 pm
Monday to Friday. Tenders sent by special delivery or delivered by hand will
not be accepted on either weekends or on Northern Ireland Public and
Statutory Holidays. If Tenders are delivered by hand an official receipt should
be obtained.

viii. Central Procurement Directorate cannot accept responsibility for postal or

delivery delays.
 ix. Late Tenders will not be considered.

x. All submissions must be in the English language.

xi. Tenders must be fully compliant with the requirements detailed in the tender
documentation.

xii. All prices entered in the pricing schedule or other documents must be
exclusive of VAT and in pounds sterling.

xiii. Tenders may also be rejected if the required information is not given at the
time of tendering.

xiv. E-Mail returns of tenders will not be accepted under any circumstances.

2. Economic and Financial Standing

Tenderers may be required to furnish information as to economic and financial

standing for assessment by Central Procurement Directorate prior to the
acceptance of any Tender.

3. Costs and Expenses

Tenderers will not be entitled to claim from either Central Procurement Directorate
or the Department any costs or expenses which may be incurred in preparing their
Tender whether or not it is successful.

4. Period of Validity

Tenderers are required to keep their Tenders valid for acceptance for a period of
ninety days from the closing date.

5. Confidentiality

Tenderers should treat the Tender offers as private and confidential between the
Tenderer, the Central Procurement Directorate and the client. Tenderers should
note that the Central Procurement Directorate and the Department for Regional
Development, Road Service, shall use the Tender documents for the purposes of
evaluation and that the Tender documents will be destroyed in line with the Central
Procurement Directorate disposal schedule.
6. Official Amendments

If it is necessary for Central Procurement Directorate to amend the Tender

documentation in any way, prior to receipt of Tenders, all Tenderers in receipt of
documents will be notified simultaneously. If deemed appropriate, the deadline for
receipt of Tenders will be extended.

7. Environmental Benefits

The Government is committed to sustainable procurement and would wish to see

Tenderers adopt a positive environmental approach:

http://www.sustainable-development.gov.uk/sdig/improving/contextf.htm

8. Canvassing

Any tenderer who directly or indirectly canvasses any official of Central

Procurement Directorate or the Department concerning the award of contract or
who directly or indirectly obtains or attempts to obtain information from such official
concerning the proposed or any other tender will be disqualified. This should not,
however deter any supplier seeking clarification in relation to the tender.

9. Assumptions

Tenderers must not make assumptions that either CPD or the Departments have
experience of their organisation or their service provision even if on a current or
previous contract. Tenderers will only be evaluated on the information provided in
their response.

10. Compliance

Tenders must be submitted in accordance with these instructions. Failure to

comply may result in a Tender being rejected by Central Procurement Directorate.

11. Transfer Of Undertaking And Protection Of Employment (TUPE)

Where appropriate tenderers are advised to seek their own legal advice with regard
to the application of TUPE and state clearly when returning their tender
documentation whether or not they have done so.

12. Freedom of Information Act (FOIA)

The Tenderer should treat the Tender documents as private and confidential
between themselves and Central Procurement Directorate. Tenderers are advised
that with effect from 1 January 2005 Central Procurement Directorate has
incorporated a clause in its terms and conditions of contract (Clause 18) to ensure
full compliance with the Freedom of Information Act. Please note that the clause
states that unless an exemption provided for under the Act is applicable in relation
 to any particular information, a public authority will be obliged to disclose that
information in response to a request regardless of the terms of any contract.
Tenderers are asked to consider if any of the information supplied in the course of
this tender competition should not be disclosed because of its sensitivity. Tenderers
must complete the “Freedom of Information Statement contained at Part 3 (e)
“Forms and Certificates: Freedom of Information Statement” identifying which
information is considered commercially sensitive and specify the reasons for its
sensitivity. Central Procurement Directorate will consult with you about sensitive
information before making a decision on any Freedom of Information requests
received.

13. Evaluation Criteria

In order to ascertain the most economically advantageous offer, Tenders will be

evaluated using the scoring frame in section 6 of the document.

Following receipt, bids will be assessed against this criteria and, if deemed
necessary, companies may be invited for a clarification meeting.

14. Format of Response

The technical submission must include the tenderer’s proposals to meet the
requirements set out in Section 3. Tenderers must address each paragraph in
Section 3 in the order in which they appear.

15. Conflict of Interest

Tenderers must confirm in their proposals that there would be no conflict or

perceived conflict of interest in relation to their servicing this contract. Your attention
is drawn to Clause 35.Tenderers must complete the “Conflict of Interest Declaration
contained at Part 3 (F) “Forms and Certificates:” identifying any potential conflicts of
interest.

16. Performance Bond

Tenderers must price for the Indemnity Performance Bond within section 4, Forms
and Certificates in line with clause 29. Formal agreement of this will only be
required if a bid is successful.

17. Complaints Procedure

Tenderers are advised that details of the Central Procurement Directorate

“Complaints Procedure” can be found on the Central Procurement Directorate
website at http://www.cpdni.gov.uk/complaints_procedure.pdf under the Central
Procurement Directorate/Publications section. Tenderers should consult this
document if they have concerns regarding any aspect of the procurement process.
18. Formal Contact and Communications

Tenderers should seek to clarify any points of doubt or difficulty relating to the
Tender documentation before submitting their Tender. For the purposes of this
contract the contact point is: -

John McGuigan
Supplies and Services Division
Central Procurement Directorate
First Floor
Clare House
303 Airport Road West
Belfast
BT3 9ED
Tel: 028 9081 6356
E-mail: john.mcguigan@dfpni.gov.uk
 Part 2

Terms of Reference
1. GENERAL

1.1 Introduction

1.1.1 This document invites service operators to tender for the provision of a ferry
service, which attracts a subsidy, in respect of passenger/vehicle ferry services
between Rathlin Island and Ballycastle.

1.2 Background

1.2.1 Rathlin Island is Northern Ireland’s only inhabited offshore island and lies within the
Moyle local government district. It is located 6 miles from the coastal town of
Ballycastle, off the northeast Antrim coast of Northern Ireland and has a current
resident population of around 90.

1.2.2 Rathlin Island is located within one of Northern Ireland’s main tourism areas. The
island had some 16,000 visitors in 2004 [Rathlin Island Sustainable Tourism
Strategy: June 2006]. Ballycastle can easily be reached by road from Belfast,
Londonderry and the heart of the Province. Access to the port and to the ferry
service to Rathlin Island is easy and there is considerable potential for the
development of the route.

1.2.3 The current arrangement commenced in 2003 and expires at the end of March
2008.

1.2.4 The ferry is Rathlin’s lifeline and a critical part of it’s ability to attract visitors. It is
attractive as a relatively cheap means of access but it almost certainly fails to meet
the expectations of many visitors, in terms of quality, due to the amount of shelter
provided, the design and layout of the passenger accommodation. In addition the
crossing is frequently rough.

1.3 Role of the Department for Regional Development

1.3.1 The Department for Regional Development has authority under Article 99 of the
Roads (NI) Order 1993 to provide a road ferry service to link Ballycastle to Rathlin
for conveying vehicles, persons and goods.

1.3.2 The Department sets the fares for the service and may make bye-laws in relation to
its operation and management. The Department must advertise any change to the
ferry timetable.

1.4 Objectives

1.4.1 The objectives for the service are:

• To maintain a 'life-line' service to Rathlin Island;
• To offer a contract term for the service of 6 years; and,
• To ensure that the maximum annual amount of subsidy to be made available for
the support of the service is based on the most economically advantageous
tender.
1.5 Assistance Available

1.5.1 The assistance available to the successful tenderer will be a subsidy towards the
running costs of operating the service. This will be provided to supplement the
operators’ revenues earned for running the route.

1.5.2 The Department may consider a longer term contract extending up to a maximum of
12 years if it was deemed necessary to allow an Operator to commit to capital
investment for a new vessel.

1.5.3 The Department will not be offering assistance for capital expenditure for upgrading
any vessels used during the period of the contract.

1.5.4 Tenderers will be encouraged to find ways of maximising the revenue opportunities
and minimising the costs involved.

1.5.5 Tenderers should be aware that the service specification sets out the minimum
requirements for the Rathlin Ferry route for which subsidy will be paid. The subsidy
will be awarded at levels set for each year of the 6-year contract, although it is also
envisaged that the terms and conditions of contract may allow for some variations
of specific agreed terms to the contract. This, however, will only be for material,
unforeseen or changed circumstances throughout the contract period.

1.6 Role of Moyle District Council

1.6.1 While the Rathlin Island Ferry service subsidy is currently managed by the
Department the management of this contract will pass to Moyle District Council
(MDC) in 2009 under the Review of Public Administration. Where this tender refers
to the Department this should be read as Moyle District Council, or its successor,
from 2009 onwards.
2. NOTICES AND INSTRUCTIONS

2.1 Introduction

2.1.1 Tenders are invited in accordance with the following Notices and Instructions for the
provision of a Ferry service between Ballycastle and Rathlin Island. The issue of
this Invitation to Tender should not be construed as a commitment by the
Department to place an order as a result of the tendering exercise. Any
expenditure, work or effort undertaken prior to contract award is accordingly a
matter solely for the commercial judgement of the tenderer.

2.2 Purpose

2.2.1 As previously outlined, the purpose of the tendering exercise is to meet the
Department's policy objectives to bring ferry services to Rathlin Island.

2.2.2 The service requirements are set out in Section 3. In preparing the service
specification we have also had particular regard to the following key principles:

• Safety Standards - Safety of passengers and crews is a fundamental issue

which under no circumstances can be compromised or diluted.
• Standards and Quality - Emphasis has been placed not only in accurately
defining the existing level of services supplied but also on quality. Tenderers will
be required to submit quality plans and set out minimum standards.
• Reliability - Emphasis is placed on the ability to consistently deliver the required
levels of service, hence reliability is a fundamental principle.
• Performance - Continued high standards of punctuality and availability of ship
and shore facilities.
• Objectivity - As many aspects of the service specification as possible must be
capable of specific measurement.
• Impartiality - In the evaluation of bids and treatment of tenderers.

2.3 Scope

2.3.1 The tender covers the passenger and vehicle service between Ballycastle and
Rathlin harbours. The tender includes the provision of efficient and safe services,
fully compliant with all the current safety requirements and supported by appropriate
on board and shore facilities adequate for handling passengers. The services are
described in Section 3 and the attached Annexes.

2.3.2 Subsidy will be made available for the provision of a service to convey vehicles,
persons and goods.

2.3.3 Tenderers are encouraged to develop the service provided over and above the
minimum service requirements which add value to the service.

2.3.5 Tenderers will particularly wish to note that in considering ways to generate extra
revenue, there are restrictions in place in relation to the number of vehicles which
can travel to Rathlin (see Annex 6). However, it would be possible for tenderers to
 enhance the passenger element of the service. If using passenger/vehicle ferries
this might mean running this in passenger-only mode, for certain services.

2.3.6 The scope of the project is limited to the market for passenger and vehicle ferry
services (including freight) on the Ballycastle to Rathlin Island route. Tenderers,
however, may wish to consider the scope for generating alternative revenue
streams over and above the minimum service requirements, or add value beyond
the publicly supported part of the project. This would be considered as part of a
potential tender on condition that it does not prejudice, or risk the operational
success, of the operator in meeting the requirements of this specification.

2.4 Information Disclaimer

2.4.1 Information regarding the type and pattern of carryings on Ballycastle-Rathlin

Island, as provided by the current operator, is included as Annex 1.

2.4.2 The above, together with any historical data, statistics or other information
regarding passenger, vehicle and freight traffic, is for tenderers to fully satisfy
themselves as to the accuracy and relevance.

2.4.3 While every effort has been and will be made to provide accurate information,
tenderers will wish to note that the Department does not guarantee the accuracy of
the information provided and it is provided for guidance only. It is the responsibility
of the tenderer to verify and interpret the information provided. Tenders will be
accepted by the Department on the understanding that the tenderer is deemed to
have satisfied himself on the scope of the requirement from the information
provided.

2.5 Subsidy and Clawback

2.5.1 Tenderers are required to provide figures for each of the six years under the
following headings; anticipated revenue, costs, profit and subsidy required. These
figures will provide the ‘base’ case for each year of the contract.

2.5.2 The subsidy will be fixed by the base case for the six year period and tenderers
should take note of this when they prepare their costs.

2.5.3 In the event that revenue exceeds the amount set out in the base case then a profit
sharing system will operate. The operator will be allowed to retain 50% of the
increased revenue with the remaining 50% being used to reduce the subsidy
payment. This reduction in subsidy payment will be achieved in a future payment
cycle and will be shown as a reduction in a future payment.

2.6 Constraints, Risks and other key points to note

2.6.1 The main legal and financial constraints on the key elements of service provision
are outlined in this document.
2.6.2 Tenderers must be acutely aware of the high importance the Department attaches
to the safety of ferry services and to the requirement for tenderers to meet all
applicable safety requirements for vessels, passengers and crew in operating the
services. While specific safety requirements are explicitly referred to in Section 3, it
is for the operator to ensure that it complies with all relevant national and
international legislation, Conventions, Directives, as well as Industry Codes and
Standards. Tender submissions should include a clear statement confirming that
the requirements of this paragraph will be met.

2.6.3 The Department has analysed a number of the main risks associated with the
tender exercise and has allocated the way in which these would be expected to fall
between the operator and the Department. Table 1 below lists some of the risks and
the Department's indicative analysis of their allocation. However, this table does not
represent a commitment by the Department to accept certain risks.

Table 1 ALLOCATION OF SOME KEY RISKS

Operator Department Moyle Shared/ Comment
DC Negotiable
Vessel design
Vessel
construction/leasing
Commissioning risk
Operational
risk(vessels)
Policy risk Policy risk not involving
legislation
Demand for volume Risk that demand for
risks service does not match
the levels planned
Maintenance risk for
harbours
Maintenance risk for
vessels
Fuel Costs This will be triggered by
a dramatic rise in fuel
costs due to unforeseen
circumstances
Inflation risk
Legislative risks Depends on
circumstances.
Corporation tax, etc.
would fall to operator.
MCA Regs may be
either depending on the
 circumstances
Change in For example, a change
requirements of in EC or Govt policy in
transport policy relation to subsidisation
of shipping operators
Incorrect cost or time
estimates for
providing services
Failure to meet
specified service
levels
Force majeure
Industrial action For contractor’s staff in
relation to CHFS
contract. See section on
relief events in relation
to industrial action
outwith the contractor's
control
Failure to meet
performance
standards
Capital expenditure - The operator
Vessels responsible for provision
of vessels.
Capital expenditure
– ports
TUPE costs at start Tenderers are asked to
of contract bid as if TUPE applies
and therefore subsidy
will reflect this.

Fares

2.6.4 Fares increases will be decided by the Department and published along with
timetables on the operator's website and on ships, in port offices and in waiting
rooms (see also Section 3).

2.6.5 The level of fares charged will be set by the Department in the light of market
conditions and level of subsidy.

2.6.6 The Department currently operates discounted fares on the Rathlin Ferry for the
following groups (see annex 5 for full list):

• Residents of Rathlin Island, who are in possession of a valid Residents Permit;

• Children;
 • Disabled car; and,
• Translink SmartPass Card Holders.

2.6.7 The above discounted fares are offered as part of the Rathlin Ferry Discounted
Fares Scheme, which are not part of the Northern Ireland Concessionary Scheme,
but are an approved scheme for the ferry service and forms part of the subsidy
provided by the Department. Fare discounts for these groups will be re-imbursed on
presentation of a properly vouched ticketing record of journeys made.

2.6.8 The contractor will be required to publish summer and winter timetables annually.
These should be published no later than November (in respect of summer
timetables) and July (in respect of winter timetables).

Payments

2.6.9 The subsidy will normally be divided into 12 equal monthly instalments on an annual
basis. Additional payments or deductions triggered by a material change will be
made as and when necessary.

2.6.10 Based on current estimated timetables, the subsidy contract is likely to be awarded
in Autumn 2007 and for the contact to begin on 1 April 2008. When completing
contracts with the successful tenderer a firm start date will be finalised.

2.6.11 The Department may consider a request from the supplier for a larger proportion of
the subsidy to paid at the commencement of the contract to offset mobilisation
costs.

2.7 Contract and Compliance

Legal Jurisdiction

2.7.1 The basis of the formal grant agreement with the successful operator will be Section
99 of the Roads (NI) Order 1993.

2.8 Allocation of Costs

2.8.1 The contractor will be responsible for all costs arising out of the introduction of the
service, the operation loading discharging, mooring and unmooring and upkeep of
any vessel and the provision of any replacement vessel when required. Tenderers
will bear their own tender cost.

2.8.2 The vessels tenderers propose using will have to be suitable for berthing at the
existing harbour facilities at Ballycastle and Rathlin Island. Moyle District council
propose extending the current facilities at Ballycastle in the event of a new ferry
service being put in place between Ballycastle and Campelltown. Tenderers should
satisfy themselves of the details of the details of any planned changes and that any
planned change to the current harbour, planned by Moyle D.C. at the time of the
 tender, will not adversely affect their ability to provide services between Ballycastle
and Rathlin Island.

2.8.3 The costs of managing and maintaining the harbour facilities falls to Moyle District
Council. It will be for Moyle District Council to charge harbour dues as appropriate.
It will be for tenderers to establish detailed arrangements for the operation of any
particular vessel at the harbours involved.

2.9 Allocation of Responsibility

2.9.1 The Department will make the arrangements for payment of the subsidy.

2.9.2 The contractor will be responsible for all aspects of the ferry operation, including the
upkeep, manning, operation, loading and discharge of any vessel, the mooring and
unmooring, the ticketing, embarkation, carriage and disembarkation of passengers
and freight. It is the responsibility of tenderers to satisfy themselves that any vessel
proposed is compatible with existing berths and harbour facilities.

2.10 Suitability of Vessels

2.10.1 Tenderers should investigate and satisfy themselves as to the compatibility of any
vessels proposed with existing piers and slipways, and arrangements for passenger
boarding and disembarkation. In this respect the sea and tidal conditions which can
prevail at the berth in Ballycastle and Rathlin should be taken into account when
considering the suitability of any vessel proposed for the route.

2.10.2 Tenderers should note however, the key constraint that any vessel would have to
be capable of use in all reasonable conditions at the existing harbours without the
need for additional investment, and in time for service commencement. The
contractor is responsible for ensuring the minimum service is provided.

2.10.3 The Department does not specify the number of vessels to be used, or that the
same vessel has to be used throughout the period of the contract. Provided that any
vessel to be used meets the service requirements of the contract, then the
contractor has flexibility in deciding on the vessel to be used. The Department does,
however, specify that a vessel should be based in Rathlin overnight to facilitate its
use in an emergency.

2.10.4 The size of any vessels proposed is a matter for the contractor. The vessels should
ensure reasonably comfortable crossing for passengers, taking into account the
likely weather conditions. This has to take into account the all year round sea
conditions on the route.

2.10.5 Tenderers, however, will have to demonstrate how the vessel provision they are
suggesting will meet the existing carryings for passengers and vehicles. Full details
of any vessel(s) proposed, therefore, should be provided in their technical
submission. This should include particulars of where and when the vessel(s) were
built, the port of registry, the previous names, service speed and consumption and
carrying capacity. A copy of the current passenger certificate and loadline certificate
together with the general arrangement drawing must be provided for each vessel
 proposed. In addition each vessel’s Flag/port state inspection record covering the
last two years of operation should be provided.

2.10.6 The Department may wish to inspect any vessels as part of the tender evaluation
process. Details of where this can be done should be provided by tenderers in their
technical submission.
3. SERVICE SPECIFICATION

3.1 Introduction

This section provides a specification of the output and core requirements for the
Rathlin-Ballycastle Island ferry service. The requirements outlined in this section
deal with the minimum service levels and standards together with the maximum
fares for the service. The contractor is responsible for ensuring that the service
specification requirements are achieved in full.

3.2 ESSENTIAL REQUIREMENTS

The department considers that the following elements are essential requirements
which must be provided as part of proposals for the service. Tenderers who do not
wish to provide these elements will be deemed to have submitted a non-compliant
bid and will not have their proposals considered any further.

Minimum Carrying Capacity

3.2.1 This service operates between Ballycastle and Rathlin Island.

3.2.2 There are up to 14 scheduled return sailings per week in the winter timetable and
this doubles for the summer timetable. There is a single return sailing on Christmas
day.

3.2.3 The minimum standard can be met by services which carry vehicles, passengers
and freight together or by separate services for passengers and for vehicles and
freight. Vehicles should be carried on a roll on roll off vessel.

3.2.4 There is also a requirement for carrying livestock and hazardous goods under the
category of freight.

3.2.5 The contractor must provide a passenger and vehicle ferry service. Tenderers must
specify the precise passenger facilities being made available, and the capacity of
the vessel for vehicles. Historical details of passengers and freight carried is
available at Annex 1.

3.2.6 The period of operation must be 12 months of each year. A service must be
provided on each and every day of the year, subject to agreed conditions and
exemptions.

3.2.7 The requirement is for a minimum of 2 daily return trips between Ballycastle and
Rathlin Island. The service should be capable of carrying a minimum of 350
passengers, 50 cars and 5 commercial vehicles per week in the Winter months and
2800 passengers, 70 cars and 5 commercial vehicles per week in the Summer.
 The Route

3.2.8 It is the responsibility of tenderers to ensure that the vessel(s) they propose, and
any relief vessel, are suitable for use on the route and can maintain the schedule in
normal operating conditions.

3.2.9 Tender submissions should contain a clear statement to the effect that the vessels
proposed are considered suitable for use on the route.

Vessels

3.2.10 The subsidy is also to be sufficient to enable the successful tenderer to provide
vessels as appropriate for the contract period. The tenderer is responsible for
identifying vessels capable of delivering the service set out in this section for the
duration of the contract.

3.2.11 Tenderers are required to provide sufficient vessels to deliver all of the
requirements of this tender including the services detailed and relief vessel
requirements. The tenderer must ensure that alternative vessels are available to
cover periods of planned maintenance and unplanned breakdowns etc. to deliver
the minimum service level.

3.2.12 Tenderers are encouraged to be innovative in their provision of vessels to secure

the most efficient and quality service for ferry users. Innovation will be regarded as
how tenderers can improve the potential for revenue growth and improved quality.

Emergency Services

3.2.13 The contractor should co-operate with local Health, Fire and Police services and co-
operate to provide emergency call outs if required. It will be for the operator to
agree any terms and conditions with the relevant contracting party for any services.
Tenderers should include a clear statement detailing what arrangements they
intend to put in place.

Freight

3.2.14 The operator should provide for, and guarantee, the carriage of freight. It is,
however, a matter for tenderers to determine the precise level of freight capacity
which would be made available. This should be detailed by the tenderer.

3.2.15 Loose freight is also carried, such as parcel deliveries. Details should be given on
how this service will be provided.
Livestock

3.2.16 There is a requirement to carry livestock to and from the island. It is the operators
responsibility to ensure that livestock is carried in accordance with the appropriate
regulations and requirements.

3.2.17 Livestock, and vehicles containing meat or fish products, should be separated from
passengers’ vehicles as far as practicable. It is the operator’s responsibility to
determine the means by which livestock is transported.

Hazardous Goods

3.2.18 There is a requirement to ship dangerous goods to and from Rathlin. The operator
must ensure that dangerous goods are carried in compliance with all relevant
legislation. Tenderers will be required to give details of how the requirements of the
applicable regulations would be met.

Ship Boarding Practices

3.2.19 The operator must ensure that, as a minimum, current procedures surrounding the
safe boarding of passengers are continued.

Language

3.2.20 The contractor shall ensure that crew are able to communicate with passengers
and each other in English (the principal language of the passengers carried) to
meet the requirements of the ISM code and of STCW 95

3.2.21 The contractor shall particularly ensure that crew and shore staff who deal directly
with users of the services are proficient in English.

Utilisation of Port Assets

3.2.22 The Contractor shall negotiate terms of use for port assets with Moyle District
Council. The contractor is responsible for providing any services in respect of
mooring and unmooring. The contractor shall be responsible for ensuring
appropriate staff are employed for the purpose if necessary.

3.2.23 Moyle District Council will be responsible for providing a harbour, harbour facilities
including a passenger terminal in Ballycastle, means of access to and from the
vessel and suitable berths from which to operate for both Ballycastle and Rathlin
Island. Responsibility for maintenance of the harbour facilities will rest with the
harbour authority.

3.2.24 Tenderers should note that neither the Department nor Moyle District Council
envisage providing for any significant investment in upgrading or improving the
current berths. It is the responsibility of the tenderer to satisfy itself that the vessel
proposed is compatible with existing berths and harbour facilities.
3.2.25 Responsibility for all mooring, unmooring, marshalling, loading and unloading of
passengers and vehicles will be the responsibility of the successful tenderer as will
be the manning of ticketing, reservations and other shore based facilities.

3.2.26 It will be for tenderers to negotiate their own harbour dues, etc. with the Council.
Tenderers will need to assess what is necessary in terms of staffing to provide
shore services and to make appropriate arrangements to provide this.

3.2.27 Tenderers should confirm that they have reached agreement with Moyle District
Council on the matter of access and of harbour dues in respect of vessels
passengers and freight.

3.2.28 The contractor shall be responsible (as part of this contract) for the activities
associated with the day-to-day vessel/port interface operations. This will include
mooring, ship security unmooring, marshalling, loading and unloading of
passengers, (and vehicles, freight, and livestock where carried) along with the
manning of ticketing, reservations and other shore-based facilities.

3.2.29 The contractor should state how they intend to comply with all relevant legislation,
rules and regulations, to include Health and Safety Regulations, Maritime and
Aviation Security Act and the Port Marine Safety Code as applicable.

3.3 Compliance with Operational Regulations

3.3.1 The statutory framework for regulating the safety standards of ferries in UK waters
is administered by the Maritime and Coastguard Agency (MCA). It is essential that
tenderers comply with applicable Merchant Shipping legislation, codes and
guidance as applied by the Maritime and Coastguard Agency

3.3.2 The successful tenderer will be responsible for the day-to-day activities and
operations covering port activities and therefore will be required to comply with all
relevant rules and regulations including Health & Safety at Work Regulations
enforced by the Health and Safety Executive and the Port Marine Safety Code as
applicable. Tenderers shall provide the following information: the name of the
Director responsible for Health and Safety, and a copy of the company's Health and
Safety Manual.

3.3.3 The Department requires tenderers to demonstrate how they can meet all relevant
safety requirements for vessel operations and in relation to crew and passenger
safety on board. Tenderers must supply the name and CV of the Designated
Person.

3.4 Operations

Monitoring of Operations

3.4.1 The Department will monitor the contractor’s performance against the requirements
of the specification and the Contractor’s other obligations under the contract. The
Department will conduct whatever audits it feels are required. The contractor shall
 co-operate in these arrangements and provide accurate auditable information to the
Department. This will enable such audit to be carried out to the Department’s
required standards. Further information is given in Annex 7.

Safety of Operations

3.4.2 The safety of passengers and crew must not be compromised or diluted.
Accordingly, it is a requirement that vessels utilised on the route are managed and
operated in a manner that consistently provides the highest standards of safety,
effective pollution prevention and quality of service. The contractor shall, therefore,
ensure compliance with all applicable International Conventions, EC Council
Directives and Regulations, and National Regulations and ensure that relevant
industry codes, guidance and standards are fully taken into account.

3.4.3 The contractor shall comply with all applicable Merchant Shipping Legislation
enforced by the MCA. The contractor shall ensure that the vessels to be used on
the service, and all matters concerning their operation, comply with the relevant UK
and EC legislation for passenger, or passenger ro-ro ships.

Financial Guarantee

3.4.4 The Department will require a Financial Guarantee which indemnifies the
Department and offsets the cost of re-tendering in the event the operator becomes
incapable of fulfilling the contract. This will be to a maximum of £50,000.

Insurance

3.4.5 The operator will be responsible for providing demonstrable evidence that all the
necessary insurances are in place prior to the award of the contract and for
procurement. Thereafter copies of policy renewals on the specified date shall be
submitted to the Department.

3.4.6 Under no circumstances shall the operator be allowed to provide the services
without appropriate insurance being in place. All associated premiums, calls and
deductibles will be for the operator's account.

3.5 The Route

Relief Vessels

3.5.1 The contractor will be required to provide for relief capacity to cover scheduled
maintenance, dry dockings, unforeseen breakdowns and to ensure continuity of
service to meet the minimum standard. In the case of unforeseen breakdowns the
relief vessel must provide the minimum passenger standards for up to three days
after which the relief vessel must meet the minimum standard as above. It is the
contractor’s responsibility to provide all service and relief vessels for the duration of
the contract.
3.5.2 The tenderer must specify the arrangements made and response times for fleet
relief. These arrangements should cover both periods of planned overhauls and
periods during which the vessel is unable to provide the service in unforeseen
circumstances such as breakdowns or damage.

Timetables

3.5.3 The timetable for the service is determined by the operator in consultation with
users. Any changes to the timetable must be notified to the Department at least 4
weeks in advance to allow for public notification by advertisement.

3.5.4 It should be noted that after having fulfilled the necessary consultation
requirements, the contractor may propose to the Department alterations to the
existing timetables, providing consultation has been carried out with users.

3.5.5 The current timetable is included as Annexes 2 and 3. This timetable is based both
on demand and the fact that the current ferry requires 45 minutes to make the
crossing. If the crossing time was reduced then it may be possible, and
economically viable, to include extra sailings during the summer months.

3.5.6 The current summer and winter timetables are to be delivered as the minimum level
of service and will not be varied without the approval of the Department. The current
period for summer timetables is to be observed throughout the contract, i.e.
summer timetables will operate from the start of the Easter school holidays or Good
Friday of the Easter weekend, whichever is earlier, until the end of the schools’ half-
term break in October (usually the third Saturday in October each year). The winter
timetable will operate the remainder of the year, i.e. from the third Sunday in
October until the last Thursday before Easter or the last day before the start of the
Easter school holidays, whichever is earlier.

3.5.7 The islanders have expressed a desire for the timetable to commence earlier in the
morning to facilitate daily commuting to/from the island.

Ticketing and Information

3.5.8 The contractor is responsible for the arrangements in respect of passenger booking
and for the issue of tickets.

3.5.9 The contractor will be required to provide facilities so that reservations, sales and
credit card payments can be made locally. The contractor will be required to provide
ticketing facilities from at least the same locations as are available now.

Service Vessels (Safety, Operation and Standards)

3.5.10 The contractor will be fully responsible for the safe and efficient operation of the
vessels to be used on the route. The Department will not be part of, or bear any
risks, relating to any charter arrangements which the operator may have in place
with the owners of vessels, which they may lease for use on the route. Any vessel
 provided must be suitable for service on the route and must be certificated in
accordance with applicable regulations.

3.5.11 Any vessel provided must be capable of entering and leaving the existing facilities
or planned facilities at the harbours of Ballycastle and Rathlin, manoeuvring on and
off and working at the berths without assistance in normal operating conditions.

3.5.12 Tenderers must confirm that any vessel to be used in providing the designated
service will be registered under the flag of the United Kingdom or other Member
State within the European Economic Area.

Disabled Access

3.5.13 The contractor must consider and make suitable arrangements for disabled access
to and from any vessel. In doing so, the guidelines issued by the international
maritime organisation in respect of the carriage of elderly and disabled passengers,
should be taken into account and complied with where possible. Where constraints
of design with an existing vessel prevent full compliance the closest possible
alternative should be achieved. Such constraints and alternatives must be detailed
in the tenderer’s technical submission. Tenderers should pay particular attention to
the harbours at Ballycastle and Rathlin when considering the suitability of any
vessel for the embarkation and disembarkation of elderly or disabled passengers.

Performance Regime and Users’ Charter

3.5.14 The performance regime will monitor the reliability and punctuality of the service.
Monitoring will be on a rolling four-week basis to enable any problems to be picked
up and dealt with quickly (although cancellations must be notified immediately). The
regime uses a mix of reduction in subsidy and, for more serious defaults, the
dispute resolution procedure, which may result in termination of contract. It should
be noted that the regime provides for cancellations and delays due to relief events
such as poor weather conditions. This ensures that safety should never be
compromised to avoid penalties.

3.5.15 The contractor shall devise and publish a Users Charter which will be subject to the
approval of the Department and will cover issues such as on-board facilities,
cleanliness, staff conduct and the way in which complaints are to be dealt with.

3.5.16 Performance figures must be made publicly available by the operator and displayed
in port offices, on-board vessels and on the website. The contractor shall also be
subject to spot checks and audit by the Department (or the Department's appointed
auditors) from time to time.
3.6 DESIRABLE REQUIREMENTS

These requirements are features that the department would like to see incorporated
in the service delivery. They will be marked (see section 5) on how far they meet
the requirement and are weighted according to importance.

Unscheduled Special Events

3.6.1 In addition to the sailings specified in the relevant timetables, the contractor is
required to respond to certain unscheduled special events, such as weddings or
cultural events, which temporarily create higher levels of demand on the route.
Such chartered sailing should be available at an advertised cost. They will not
qualify for additional subsidy support.

Integrated Transport

3.6.2 The Department seeks to encourage integrated transport links where possible.
Tenderers are encouraged to contact providers of connecting transport services in
considering the most effective timetabling.

Consultation with Users

3.6.3 The contractor shall consult with ferry users at regular intervals on seasonal
timetables and other issues which have a direct impact on ferry services.

Marketing and Website

3.6.4 At present the details of the Ballycastle to Rathlin Island ferry service are
incorporated in the CalMac website. The Department considers that the ferry
service should have a separate website giving appropriate information. Tenderers
should show in their proposal what they propose in relation to the development of a
website.

3.6.5 Leaflets and posters in addition to some radio advertising have been used to
promote the ferry service. Tenderers should include a marketing plan as part of any
proposal.
4. COSTED BIDS

4.1 Introduction

Costed bids should identify the costs allocated to each of the headings detailed below. All
costs should be shown. Brief explanatory notes may be added by bidders. Costs should be
tabulated and shown year by year for the planned six years of the contract’s duration
commencing on 1 April 2008.

4.2 Cost Headings

Shore Staff Costs

4.2.1 There are currently five staff employed at Ballycastle to manage the ferry service on
a day to day basis. You should detail all costs associated with the employment of
these members of staff.

Staff Overheads

4.2.2 This should include items such as uniforms, training costs and anything else which
is associated with employment of staff.

Vessel Running Costs

4.2.3 Vessel running costs should be detailed and broken down into various headings
which should include: Fuel & Lub Oil; running repairs; routine maintenance, stores
and finance or charter costs. Docking and Survey costs should also be detailed
within the bid.

Crew Costs

4.2.4 There are currently eight crew members employed to operated the Ferry on a shift
pattern. You should detail all costs associated with the employment of these and
any additional members of staff you may be proposing.

Marketing

4.2.5 Costs associated with the proposed marketing plan and the expected return on
same should be detailed.

Relief Vessel

4.2.6 The cost of providing the relief vessel should be provided. Operators should state
whether the costs are in respect of the ongoing availability of the vessel, or whether
they only apply when the vessel is used.

Indemnity Performance Bond

4.2.7 This figured should be incorporated into the bid and be clearly and separately
itemised.
Support services

4.2.8 This should include terminal operating costs, utilities and plant costs in addition to
administration, finance and communications. Bidders should also include any
proportion of head office costs which will be allocated to this operation.

Other Costs

4.2.9 Any other anticipated costs not included in the above headings should be detailed
here.

Estimated Revenue

4.2.10 There has been a steady growth in passengers on the ferry service and a different
vessel(s) may provide a opportunity for increasing revenue. Bidders should give
details of their estimated revenue and the basis on which they have calculated
these figures.

4.2.11 Bidders should assume an annual fares increase of 3% per annum for the duration
of the contract.

Profit

4.2.12 Bidders should state the figure they have included for profit in their costs.

Subsidy

4.2.13 Having calculated running costs, revenue and profit, bidders should set out the
amount of subsidy which they feel will be required to enable them to provide this
service.

Start up costs

4.2.14 Bidders may have costs associated with the commencement of this service. These
costs should be detailed along with the period over which they will be recovered.
5. BIDDING PROCESS

5.1 Timetable for Tendering

5.1.1 The project timetable envisages the contract commencing on 1 April 2008 although
this may be subject to change. Key dates for the tendering process are as follows:

• Issue Statement of Requirement – Aug 07

• Receive Proposals – October 07
• Site visits – October 07
• Award Contract – November 07
• New Service commences – 1 April 08

5.2 Guidelines for Submitting a Compliant Bid

5.2.1 As a direct response to this document, tenderers must provide a single proposal for
the operation of the services.

5.2.2 A financial plan should be prepared using the format set out in section 4 of this
document.

5.2.3 The Department will consider the information provided in the proposal in response
to this document and will reach an objective decision as to whether or not, in its
view, this will be capable of meeting the requirements set out in this service
specification. This process may involve a period of clarification with tenderers.

5.2.4 Tenderers should be aware that failure to supply the details requested in this
service specification would seriously affect the competitiveness of their bid.

5.2.5 Details of the marking frames for this tender are set out in Section 6.

5.3 Proposed Schedule

5.3.1 Tenderers must provide details of their proposed schedule for the service, including
any variations between the winter and peak season service and services above the
minimum standard.

5.4 Operational Management Plan

5.4.1 Tenderers must provide a clear operational management plan for the service. This
should include details of the management structure, which would be put in place by
the Tenderer if successful in winning the Contract, identifying individual members of
the management team and listing key responsibilities.

5.4.2 Bidders should also cover staffing details comprising:

• Names and CVs of key personnel, including details for the person
responsible in the event of accidents, etc. Where the company intend to
 recruit new senior staff to fill key roles if successful, this should be made
clear;
• Your position with regard to TUPE and deployment of staff;
• Crew configurations and numbers per sailing, noting seasonal variations;
• Crew/passenger ratios and passenger certificate numbers throughout the
year;
• Details of other staffing, noting seasonal variations;
• Shift patterns to be adopted;
• Details of numbers, type, etc. of staff that the tenderer proposes would
transfer under TUPE from CalMac;
• Details of approach to crewing, to include employment arrangements,
whether or not offshore payroll arrangements will be put in place and
whether tenderers use or intend to use manning companies;
• Training policies for development of sea-going and shore staff;
• Policies to ensure that suitably qualified staff are available in the long term;
and
• Industrial relations and other policies - for example knowledge of Fairness at
Work.

Quality Plan

5.4.3 Outline details of key service standards, including quantifiable targets, should be
given. In no circumstances, however, should these targets be viewed as a reason to
take action that in any way jeopardises the safety of the vessel, its crew or
passengers.

5.5 Key minimum standards - see performance regime at Annex 7.

5.5.1 In addition, standards for the following should be itemised:

• Conduct of staff.
• Cleanliness of public areas on vessels.
• Customer satisfaction with on-board facilities.
• Customer satisfaction with on-shore facilities.
• Customer satisfaction with freight and livestock service.

5.6 Environmental Considerations

5.6.1 Tenderers must provide full details of their policy in relation to environmental
protection and should describe any particular steps they will take in order to help
preserve the route environment.

5.7 Security

5.7.1 Operators will be required to maintain an appropriate level of security on board the
vessels and at terminals.
5.8 Implementation Plan

5.8.1 The Department places great importance on the implementation phase of this
contract. The possibility of a change of operator as a consequence of this tender
exercise could increase the potential for disruption to services and for operational
incidents and accidents. Tenderers should, therefore, demonstrate that they have
fully considered these issues and their technical submissions must include a
detailed implementation plan. This plan must address all the key issues and include
a detailed timetable for their achievement within the period from contract award to
contract commencement, for agreement with the Department.

5.8.2 In addition, the implementation plan should, as a minimum, address the following
issues, with dates where possible:

• Achieving relevant safety certification.

• Specifying details of service timetable during the transition.
• Handling any crewing implications/changes.
• Establishing transitional arrangements for bookings.
• Setting up a shore management structure.
• Identifying the training needs of sea-going and shore-based staff and producing
a training plan to ensure appropriate training is offered timeously.

5.8.3 The Department will have the right to monitor the successful bidder’s progress on
service implementation against the agreed implementation plan and the contractor
will provide monthly reports to the Department on implementation progress during
the period between contract award and service commencement. Where progress
on implementation falls behind the requirements of the plan the contractor will be
required to produce proposals for rectifying this and to immediately take such action
as may be required to address the problem.

5.9 Additional Notices and Instructions

5.9.1 All information supplied by the Department in connection with the invitation to
tender shall be treated as confidential by tenderers except that such information
may be disclosed for the purpose of obtaining sureties and quotations necessary for
the preparation and submission of the tender.

5.10 Vessel Details.

5.10.1 Full details of any vessels proposed for use in the route should be provided.

5.10.2 These should include particulars of where and when built, port of registry, previous
names, service speed and consumption, carrying capacity and class.

5.10.3 A copy of the current passenger certificate and load line certificate for any vessel to
be used must be provided, along with a general arrangement drawing and a note of
her Port State inspection record covering the previous two years of operation.
5.10.4 The Department may wish to inspect the vessel as part of the tender evaluation
process. Details of where this can be done should be provided.

5.10.5 Where the vessel proposed for the route is not currently in the ownership of the
bidder, clear evidence of the vessel’s availability must be provided.

5.10.6 Where the vessel is to be purchased, a copy of the memorandum of agreement

between the bidder and the vessel’s present owner should be provided.

5.10.7 Where the vessel is to be chartered, a copy of the charter party to be used should
be provided along with a written statement from the vessel’s owner or current
operator, to the effect that the vessel will be available to the bidder for use on the
route for the duration of the contract.

5.10.10Where a vessel is to be built, full design details, and an outline build programme
should be provided as part of the technical submission.

5.10.11Where a vessel is being built, the building process will form part of the
implementation plan and the Department will have the right to monitor the new
building process through meetings with the incoming operator and visits to the
shipyard.
6. EVALUATION SYSTEM FOR ASSESSMENT OF TENDER SUBMISSIONS

6.1 The Department intend utilising the services of an external consultant to assist in
the tender evaluation process.

6.2 The evaluation criteria will include emphasis on quality as well as price. Each tender
will be the subject of a technical, commercial and financial analysis. The aim of the
evaluation is to select the tender which represents the lowest financial
compensation whilst delivering the required service. The technical analysis will
ensure that the tenderers have met the minimum criteria set down in the
specification and tender schedules. Commercial and financial analysis will be used
at the costed bid stage to establish the full price of tenders. To achieve all of this a
tender assessment system will be used and this will cover, but will not be limited to
the following aspects:-

• general understanding of the requirements, i.e. provision of a ferry service

between Ballycastle and Rathlin Island:-
• status of the tender, including analysis of financial viability and technical
ability;
• operation of proposals with particular emphasis on quality and performance
measurements;
• staffing proposals;
• Operators safety record;
• Depth of experience of key staff;
• Suitability of vessels proposed;
• Assessment of proposals against the minimum standard;

6.2 Essential Requirements

6.2.1 All of these requirements must be met by Tenderers and each will be marked
initially with a pass or a fail. Tenderers must pass each in order to be deemed
compliant.

6.2.2 Those tenderers who pass on all the essential criteria will then be scored on how far
they meet all the requirements. The requirements and their associated scores are
set out in the table below.

6.3 Costed Bid

6.3.1 To allow the award of contract to be determined by a number of factors we have

also developed a mechanism for scoring the proposed subsidy. The weighting
factor for the subsidy will be 400.

6.3.2 The bid requiring the minimum subsidy will be awarded 1 mark to which the
weighting will be applied. To calculate the score for other bids we will divide the
minimum subsidy amount by the subsidy in the bid and apply the weighting.
AWARD CRITERIA MAX MARK

Service levels for passengers,cars, 200

freight, livestock and hazardous
goods.

Vessels, including relief, emergency 200

services, disabled access, ship
boarding practices, Port Assets,
compliance with regulations.

Monitoring and safety of Operations, 100

financial guarantee and insurance.

Timetables, performance regime and 100

ticketing.

Unscheduled events, integrated 100

transport, consultation, marketing and
website.

Subsidy Required 500

TOTAL
ANNEX 1 YEARLY CARRYING STATISTCS
Carrying statistics for the Ballycastle – Rathlin Island route from 2002 - 2006 are shown below.

Year Pax Cars Commercial Vehicles Coaches

2006 50203 2637 363 0

2005 48106 2572 358 0

2004 46128 2625 266 0

2003 46351 2723 231 0

2002 39399 2703 225 2

Monthly Carrying year 2005/06

Month Passengers Cars CV

Total No. Average Total No. Average Total No. Average No. of return
Carried per day Carried per day Carried per day sailings per day
April 3412 114 208 7 18 1 4
May 4979 161 211 7 89 3 4
June 8737 291 252 8 43 1 4
July 12254 395 297 10 25 1 4
August 10701 345 261 8 36 1 4
September 3728 124 298 10 36 1 4
October 1388 45 197 6 33 1 4
November 1024 34 165 6 21 1 2
December 965 31 205 7 20 1 2
January 842 27 174 6 21 1 2
February 1102 39 172 6 26 1 2
March 1071 35 197 6 25 1 2

Total 50203 137 2637 7 393 1

ANNEX 2 SUMMER TIMETABLE AND FARES 2007
ANNEX 3 WINTER TIMETABLE AND FARES 2006/07
ANNEX 4 TABLE OF RATES, FARES AND CHARGES

Fare Single/Return
Adult £5.00/£10.00
Child 5-16 £2.50/£5.00
Under 5 Free
Senior Smart Pass Free
Half Fare Smart Pass £2.50/£5.00
War Disabled Entitlement Free
Concession Travel for Blind Persons Free
Disabled Car £8.75/£17.50
Family Ticket n/a / £26.50
Group Rate Adult £4.25/£8.50
Group Rate Child £2.15/£4.25
Multi-Journey 10 ticket Adult £35.00
Multi-Journey 10 ticket Child £17.50
Resident Pass Adult £2.50/£5.00
Resident Pass Child £1.25/£2.50
Resident Pass Car £8.75/£17.50
Resident Pass Disabled Car £8.75 return only
Resident Pass Baggage Trailer £4.40/£8.75
Car £17.50/£35.00
Baggage Trailer £8.75/£17.50
Commercial Rate per ½ meter £3.50/£7.00
Commercial Exceeding standard width £5.25/£10.50
Hay Lorries £1.75/£3.50
Bicycle £1.00 /£2.00
ANNEX 5 DISCOUNTED FARES SPONSORED BY DEPARTMENT

Type of fare Discount on standard

Under 5 free
Child 50%
Residents’ Pass Adult 50%
Resident’s Pass Child 75%
Residents’ Pass Car 50%
Residents’ Pass baggage trailer 50%
Free Smart Pass free
Half Smart Pass 50%
Disabled Car 50%
Residents’ Pass Disabled Car 75%
ANNEX 6 LIST OF PERMITTED VEHICLES AND RESTRICTIONS

1. A vehicle (including a motorcycle) owned and registered to a person holding a valid

Resident Pass

2. A vehicle (excluding a motorcycle) being used by a visitor staying at a recognised

address and holding a valid Visitor Vehicle Permit or a Parking Permit (permits
available from Moyle District Council)

3. A vehicle conveying a disabled person and displaying an ‘Orange Badge’

4. A vehicle being used by a local authority, government department or other statutory

undertaker on official business

5. A vehicle being used by the police, fire or ambulance service or in the course of duty
by a local doctor, district nurse, local vet, local dentist or local clergyman

6. A vehicle being used in connection with agriculture or forestry

7. A vehicle being used in connection with a funeral

8. A vehicle which is a goods vehicle and is delivering goods, material, livestock (but not
passengers) to and from the island. ‘Goods vehicle’ means a vehicle constructed or
adapted for use for the conveyance of goods or burden of any description.

9. A vehicle authorised for a specific purpose by the Council.

ANNEX 7 SUMMARY OF PERFORMANCE STANDARDS REQUIRED

The Rathlin Island – Ballycastle route will require to be operated in accordance with
following performance regime.

Relief Events A relief event is one which allows one or other of the parties to a contract ‘ relief ‘ from
the usual consequences of not fulfilling their part of the agreement. There are a
number of standard events — e.g. terrorism; force majeure; certain changes in the
law. It is also proposed the following events are classed as relief events:
• weather and tidal conditions where the Master considers that sailing would
compromise operational safety;.
• events outwith the operator's control such as unavailability of harbours or
unrelated strike action;
• where a delayed or diverted sailing (under a relief event) has a knock-on
effect on subsequent sailings (e.g. connecting sailings or a shuttle service) the
delay should be taken into account when assessing whether the subsequent
sailings are late;
• any decision made by the Master in the interests of protecting the safety of life
at sea;
• decisions made by the Master or Shore Management regarding exceptional
social needs and safety related concerns over which the operator has no
control. (Before such an event is accepted as a Relief Event, the full
circumstances of the delayed/cancelled sailing must be detailed in writing by
the operator and submitted to the Department for consideration. The
Department's decision will be final as to whether such an occurrence warrants
relief event status.); and
• a sailing which is delayed due to the pre-notified late arrival of passengers,
and where such a delay is of direct benefit to the service users. (Before such
an event is accepted as a Relief Event, the full circumstances of the
delayed/cancelled sailing must be detailed in writing by the operator and
submitted to the Department for consideration. The Department's decision will
be final as to whether such an occurrence warrants Relief Event status.)

Thresholds If, in any 4-week period, reliability on any route falls below 90% grievance procedures
(which may result in a termination event) will be triggered.
If, over a 12-week period, reliability on any route is below 95% grievance procedures
(which may result in a termination event) will be triggered.
If there is no service for four consecutive days the department may act to ensure the
provision of the services. The action must be reasonable in the circumstances and the
Department may seek reimbursement from the operator for any costs involved.
Where there is regular "significant lateness" on any route grievance procedures will be
triggered. “Significant lateness” is defined as 30 minutes after scheduled time.

Penalty We propose that where a sailing is cancelled or de facto cancelled the average cost of
the sailing (based on subsidy costs for that route) will be deducted - this ensures that
the Department is not paying for a service it does not receive.

Monitoring On a rolling 4-weekly and 12-weekly basis. i.e. weekly reports. These should detail all
passenger receipts and include a monthly balance sheet. Additionally, on an annual
basis this should be the profit and loss account for the route.

A formal meeting between the contractor and the Department is to be held on a

quarterly basis.
 There will be an obligation on the operator to inform the Department about all
cancellations and significant delays for whatever reason including relief events.
Passenger Charter The operator will be required to devise, publish and adhere to a Users Charter which
will be subject to the approval of the Department. The Charter will cover issues such
as:
• On-board and on-shore facilities (where they are provided by the operator)
• Cleanliness
• Staff conduct
• How complaints are dealt with
ANNEX 8
INFORMATION WHICH THE OPERATOR WILL BE REQUIRED TO PROVIDE DURING
THE CONTRACT PERIOD

Financial Information
(a) A copy of the operator's Annual Report.
(b) A copy of the company's audited accounts; a copy of the audited accounts for the
subsidised services; and audit certificates for both.
(c) Other financial information required for monitoring purposes.

Other Information
(a) Monthly and quarterly information about volume of route carryings by sector (i.e.
foot passengers, cars, lorries, freight, livestock).
(b) Delayed and cancelled sailings by route (weekly report) in a format to be agreed
with the Department. This will be used to monitor performance in relation to the
performance regime. The operator will also be required to notify the Department
about all cancelled sailings and significant delays as soon as possible.
(c) The following annual figures (all of which should be for financial years unless
otherwise specified):
• the number of:-
o passengers carried;
o cars carried;
o commercial vehicles carried; and

• the total
o tonnage of loose freight;
o revenue from users (including charter and contract carryings);
o subsidy (for the financial year).

(d) Annual safety reports including detailed information about any reportable accidents,
including any major injuries and serious injuries, and any hazardous events.
(e) The operator is required to notify the Department of any incidents/accidents
reported to the Marine Accident Investigation Branch (MAIB).
(f) The MCA may undertake surveys and inspections on board vessels and the
operator is required to provide a copy of the Certificate of completion of the survey
to the Department.
(g) Annual environmental report including detailed information about any reportable
pollution incidents. All pollution incident reports to the MCA should also be copied to
the Department. The operator should also be aware of requirements under the
 UNECE Convention on Access to Information, Public Participation in Decision
Making and Access to Justice in Environmental Matters (the Aarhus Convention).
The UK Government hopes to ratify the Convention shortly.
(h) Information relating to the Users Charter e.g. number of complaints, what they were
about and how they were dealt with.
(i) Such information as the Department may reasonably require from time to time.
ANNEX 9 TENDER DOCUMENTATION: SUPPORTING MATERIAL REQUIRED

Full Description of Tenderers’ Current Business Activities

Tenderers should provide a full outline of their business activities with particular reference
to passenger vessel operations. Where the tenderer has no current involvement in
operation of passenger ferries, or where a joint venture is proposed, full details of the
allocation of responsibilities within the joint venture should be provided along with a clear
outline of the proposed structure.

Details of the Tenderers’ Safety Record

Details of the Tenderer’s safety record over the past three years of operation should be
provided along with details of the number and type of vessels operated.

Vessel Specification

Full details of any vessels proposed for use in the route should be provided.

These should include particulars of where and when built, port of registry, previous names,
service speed and consumption, carrying capacity and class.

A copy of the current passenger certificate and load line certificate for any vessel to be
used must be provided, along with a general arrangement drawing and a note of her Port
State inspection record covering the previous two years of operation.

The Department may wish to inspect the vessel as part of the tender evaluation process.
Details of where this can be done should be provided.

Where the vessel proposed for the route is not currently in the ownership of the bidder,
clear evidence of the vessel’s availability must be provided.

Where the vessel is to be purchased, a copy of the memorandum of agreement between

the bidder and the vessel’s present owner should be provided.

Where the vessel is to be chartered, a copy of the charter party to be used should be
provided along with a written statement from the vessel’s owner or current operator, to the
effect that the vessel will be available to the bidder for use on the route for the duration of
the contract.

Marketing Plan

Tenderers must provide an outline marketing plan dealing with the development of the
route and outlining projected traffic levels for the duration of the contract.
It is expected that tenderers will consult with local interests when considering the
marketing issues associated with the development of the service.
Insurance

Tenderers must provide details of the arrangement to be put in place for third party liability
insurance in respect of their performance of the Contract including the operation of any
vessels.

Tenderers must supply full details of the insurance arrangements in place for the vessel
they propose and for their own operation. These will consist of:-

• the name of the P&I association with which the vessel is entered along with a copy
of the certificate of entry;
• a certificate of hull and machinery insurance for the vessel;
• identity of the underwriters with whom third party risk is placed along with details of
the extent of cover.

Quality Plan

A quality plan must be provided, containing:-

• details of any current quality accreditation, such as ISO 9002 or ISO 14001 with the
copy of the certificate;
• details of the operator’s current Accreditation, under ISM or the Management Code
for Domestic Passenger Ships along with copies of the relevant certificates;
• details of any accreditation towards which tenderers currently working with planned
compliance dates;
• detailed proposals from managing quality on the route.

Issues to be covered will include:

• outline routine formal audit programme for the route;

• proposals for monitoring the service standards on a day-to-day basis;
• the contractor will be required to display the performance statistics in terms of
missed-sailings and performance against timetable in the public areas of each
terminal, and to make figures available to the Department as and when required;
• proposals for monitoring customer satisfaction including regular consultation with
local user groups;
• the contractor must be prepared to respond to unscheduled requests for
consultation should the issues raised warrant it;
• details of the complaints procedure with which the contractor will implement, with
target timescales for the resolution of issues.

Environmental considerations

The Ballycastle – Rathlin Island route is in an area of outstanding natural beauty.

Accordingly the contractor's Safety and Environmental Protection policy must recognise
and take into account this environmental sensitivity.
Tenderers must provide full details of their policy in relation to environmental protection
and should describe any particular steps they will take to preserve the route environment.
Details of any Quality accreditation dealing specifically with environmental issues should
be provided.
Implementation Plan

The introduction of new vessels and new operational routines may increase the potential
for accidents, or operational incidents with the attendant likelihood of injury to personnel
and/or service disruption. Tenderers must produce a detailed implementation plan
demonstrating that they have considered all of the operational factors surrounding the
introduction of the service and setting out the means they intend to adopt to manage risks
and minimise the effects. The implementation plan should include reference to:-

• any HR issues with which the tenderer feels may arise surrounding the
implementation of TUPE;
• arrangements for staff training in relation to any new vessels. Identification of any
particular training requirements in relation to the needs of disabled travellers;
• identification of any training requirements in the arrangements and timetable for
achieving them;
• vessel trials, including trial berthing, where necessary;
• achievement of required safety certification;
• arrangements for setting up and operating the booking system;
• transitional arrangements for advance bookings;
• the implementation plan must include a timetable for the activities detailed above
covering the period between contract award and service implementation.

Risk assessment

Tenderers should provide details of the risk assessment they have carried out in relation to
the operation of their proposed vessels on the route.

The Department will have the right to monitor the successful bidder’s progress on service
implementation against the agreed implementation plan and the contractor will provide
monthly reports to the Department on implementation progress during the period between
contract award and service commencement. Where progress on implementation falls
behind the requirements of the plan the contractor will be required to produce proposals
for rectifying this and to immediately take such action as may be required to address the
problem.
 Part 3

Forms and Certificates

Instructions

The following forms are contained in this section and must be completed in full to ensure
your tender is valid;

a. Form of Tender (Sign and return)

b. Certificate relating to Bonafide Tender (Sign and return)

c. VAT Registration (Sign and return)

d. Fair Employment and treatment

(Northern Ireland) Order 1998 (Sign and return)

e. Freedom of Information Statement (Sign and return)

f. Conflict of Interest Statement (Sign and return)

g. Indemnity Performance Bond (Sign and Return)

 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

A. FORM OF TENDER

CONTRACT FOR: - DRD Rathlin Island to Ballycastle Ferry Operator

1. I/We the undersigned hereby tender for the above contract in accordance with the
attached Conditions of Contract and Specification at the prices quoted in the
Schedule forming part of my/our tender response.

2. I/We agree that this Tender together with your written acceptance thereof shall
constitute a binding contract between the Department in relation to the whole or
such part of the Tender as may be specified in your written acceptance.

3. I/We have read, accept and agree to abide by the attached Conditions of Contract
which take precedence over any terms, conditions, stipulations or provisos which
may appear on or be annexed to any correspondence submitted by me/us in
connection with this Contract.

4. I/We understand that Central Procurement Directorate Supplies and Services

Division does not bind itself to accept the lowest or any tender submitted in
response to this enquiry and may accept the whole or part of any tender.

5. I/We understand Central Procurement Directorate Supplies and Services Division

reserves the right to discontinue the award procedure in the event of irregular
tenders or in the absence of appropriate tenders and in such circumstances may
use the negotiated procedure without a further call for competition.

6. I/We warrant that I/we have all the requisite corporate authority to sign this tender.

Dated this __________ day of ________________________ 20___

Signed by or on behalf of the Tenderer:

Printed
∗
Name of Tenderer:
(Block Capitals)
Registered Address:

∗
Please insert here the FULL NAME of the Tenderer, or in the case of a partnership the FULL NAMES of ALL the
partners.
 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

B. CERTIFICATE RELATING TO BONA FIDE TENDER

1. The essence of tendering is that the client shall receive bona fide competitive
tenders from all firms tendering. In recognition of this principle, we certify 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 arrangements with any other person.

2. We also certify that we have not:

a. communicated to a person other than the person calling for these tenders the
amount or approximate amount of the proposed tender, except where the
disclosure, in confidence, of the approximate amount of the tender was
necessary to obtain insurance premium quotations required for the
preparation of this tender;

b. entered 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. offered or paid or given or agreed 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 said work any act or thing of the sort described
above.

3. We undertake that we will not do any of the acts mentioned in paragraphs 2a, 2b or
2c above at any time before the acceptance or rejection of this tender.

4. In this certificate the word “person” includes any persons and any body or
association, corporate or unincorporate and “any agreement or arrangement”
includes any such transaction, formal or informal and whether legally binding or not.

Signed: _______________________________________________

Block Capitals: ______________________________________________

for and on behalf of: _______________________________________________

Date: _________________________________
 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

C. VAT REGISTRATION

Part 1 or Part 2 and Part 3 to be completed as appropriate by the Tenderer and returned
with Tender Documents:-

1. My/Our VAT Registration Number is:

Signed by:

for and on behalf of:

Date:

2. I/We are “EXEMPT” from VAT under the terms of the Value Added Tax Act 1994.

Signed by:

for and on behalf of:

Date:

3. Please indicate which of the following best describes the economic status of your
company/organisation:-

Small and Medium Sized Enterprise Y/N

Social Economy Enterprise Y/N

Voluntary and Community Organisation Y/N

If other please specify:

 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

D. FAIR EMPLOYMENT AND TREATMENT (NORTHERN IRELAND) ORDER 1998

1. Article 64 of the Fair Employment and Treatment (Northern Ireland) Order 1998
provides inter alia that a public authority shall not accept an offer to execute any
work or supply any goods or services where the offer is made by an unqualified
person in response to an invitation by the public authority to submit offers. Article
64(4) also provides that the public authority shall take all such steps as are
reasonable to secure that no work is executed or supplies or services supplied for
the purposes of such contracts as are mentioned above by an unqualified person.

2. For the purposes of Articles 64-66 of the Order, an unqualified person is a person
on whom a notice has been served under Article 62(2) or Article 63(1) of the Order
and which has not been cancelled.

3. Mindful of its obligations under the Order, Central Procurement Directorate,

Supplies and Services Division has decided that it shall be a condition of tendering
that a contractor shall not be an unqualified person for the purpose of Articles 64-66
of the Order.

4. Contractors are therefore asked to complete and return the form endorsed hereon,
with their tender, to confirm that they are not unqualified persons and to undertake
that no work shall be executed or supplies or services supplied by an unqualified
person for the purposes of any contract with Central Procurement Directorate,
Supplies and Services Division to which Article 64 of the Order applies.

FAIR EMPLOYMENT AND TREATMENT (NORTHERN IRELAND) ORDER 1998

I/We hereby declare that I am/we are not unqualified for the purposes of the Fair
Employment and Treatment (Northern Ireland) Order 1998.

I/We undertake that no work shall be executed or supplies or services supplied by any
unqualified person for the purposes of any contract with the Central Procurement
Directorate, Supplies and Services Division, to which Article 64 of the Order applies.

Signed by ______________________________________________________

Duly authorised to sign for and on behalf of ______________________________

Date _______________________________
 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

E. FREEDOM OF INFORMATION STATEMENT

With reference to Section 5 of the Instructions to Tenderers and Clause 24 of the

Terms and Conditions of Contract, please complete where appropriate.

I/We consider that :-

1. The information in this tender is sensitive*.

2. The information in this tender is not sensitive*.

*Delete as Appropriate

3. If the information supplied in this tender is considered sensitive, please state which
information should not be disclosed and provide reasons.

4. Period for which information should remain commercially sensitive. Please state.

Signed:

Block Capitals:

for and on behalf of:

Date:
 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

F. CONFLICT OF INTEREST DECLARATION

With reference to Section 15 of the Instructions to Tenderers, please complete

where appropriate.

I/We warrant that :-

1. There would be no conflict or perceived conflict of interest in relation to the

personnel or type of work involved in this contract.*

2. There could be a possible conflict or perceived conflict of interest in relation to

…………………………………… and their involvement in this contract.*

3. Please explain what the possible conflict or perceived conflict of interest may be and
who it relates to and how it could have an adverse effect on this contract.

*Delete as Appropriate

Signed:

Block Capitals:

for and on behalf of:

Date:
 DEPARTMENT OF FINANCE AND PERSONNEL

CENTRAL PROCUREMENT DIRECTORATE

SUPPLIES AND SERVICES DIVISION

G. INDEMNITY PERFORMANCE BOND

BOND NO:

This Indemnity Bond is made the

BETWEEN

[ ] with its registered address at [Insert Address]

(hereinafter called “the Contractor”) of the first part;

[ ] having its registered office situate at [address] (hereinafter called “the Surety”
which expression shall include its successors and assigns) of the second part and

The Department of Regional Development, Clarence Court, Adelaide Street, Belfast (hereinafter called “the
Department”) of the third party.

WHEREAS

1. By Contract dated the [date] and made between the Department of the one part and the Contractor
of the other part (hereinafter called “the Contract”) the Contractor has agreed to provide the Services
as defined and described in the Contract as a result of the expression of interest to a restricted
tender competition (as defined in the Contract) and subject to the terms and conditions set out in the
Contract.

2. It is a requirement of the tender and the Contract that the Contractor provide a Performance Bond in
the form described below;

PERFORMANCE BOND

1. The terms, definitions and expressions contained in the Contract shall have the same meanings
ascribed thereto in this Performance Bond.

2. The Contractor and the Surety are hereby jointly and severally held and firmly bound to indemnify
the Department on demand in the full and just sum of five hundred thousand pounds sterling
(£500,000).

Provided That if the Contractor shall duly perform and observe all the terms, conditions, stipulations
and provisions contained or referred to in the Contract which are to be performed or observed by the
Contractor or, if on default by the Contractor, the Surety shall satisfy and discharge, (including the
lawful termination of the Contract for cause by the Department) the amount contained herein, then
this Bond shall be of no effect but otherwise shall remain in full force and effect.

3. The Surety shall not in any way be released or discharged from the Surety’s liability under this Bond
by the giving by the Department of any extension of time or allowance for the performance and
observance of the Contract or anything therein mentioned or contained and on the part of the
Contractor to be performed or observed or any other forgiveness neglect compromise or
arrangement waiver or forbearance on the part of the Department of the Contractor or any
alternation of time or any variation or amendment of the Contract.

4. This Bond shall remain in force and the Contractor and the Surety shall not be released therefrom
until the expiration Term (as defined in the Contract).
5. This Bond is executed by the Surety upon the following express condition which shall be a condition
precedent to the right of the Department to recover hereunder.

The Surety shall be notified in writing by registered or hand delivered letter to its registered office of
any serious breach of or serious default in any of the terms and conditions contained in the Contract
and on the part of the Contractor to be performed and observed and for which the Surety is being
called upon to satisfy and discharge as soon as possible but in any event within three months after
such breach or such default shall have come to the knowledge of the Department or his
representative or representatives having supervision of the Contract.

6. All monies which became payable by the Surety under this Bond shall be paid in Belfast, Northern
Ireland and in Sterling.

7. This Indemnity Bond or any matter related to this Indemnity Bond shall be governed by the laws of
Northern Ireland. The Contractor the Surety and the Department hereby submit to the exclusive
jurisdiction of the Courts of Northern Ireland.

IN WITNESS whereof the parties hereto have caused their common seals to be affixed to this Bond the day
and year first herein WRITTEN.

The Common Seal was hereunto affixed

of [ ]
In the presence of:

Witness
Name: Director:

Address:
Director/Secretary

Occupation:

The Common Seal was hereunto affixed

of [name of Surety]
in the presence of:

Witness
Name: Director:

Address:
Director/Secretary

Occupation:

Witness
Name: Director:

Address:
Director/Secretary

Occupation:
PRESENT when the Official Seal of the
Department was affixed hereto

Witness:

Name:

Address:
Authorised Signatory

Occupation:

BOND

To cover the cost of hire of £500k of hire of boat and crew for 12 months operation until a new tender
exercise has been run.

Actioned the supplier terminates contract without the agreed period of notice being given.
 Part 4

Terms and Conditions of Contract

 CONDITIONS OF CONTRACT

FOR

SERVICES

FOR

BALLYCASTLE TO RATHLIN ISLAND FERRY OPERATOR

THE DEPARTMENT FOR REGIONAL DEVELOPMENT

PARTICIPATING BODIES

The Department for Regional Development

 CONTENTS OF CONDITIONS OF CONTRACT
Introduction

1. Interpretation
2. Entire Agreement
3. Period of Contract
4. Services

Provision of Services

5. Conditions affecting provision of services

6. Contractor Status
7. Department’s Property
8. Equipment
9. Staff
10. Co-ordination
11. Use of Departments Premises
12. Right of Access
13. Manner of providing the Services
14. Standards
15. Overtime Working
16. Progress Reports

Payments

17. Payment
18. Value Added Tax
19. Recovery of Sums Due
20. Price Adjustments

Protection of Information

21. Intellectual Property Rights - assignment and indemnity

22. Security
23. Confidentiality
24. Freedom of Information
25. Publicity
26. Right of Audit
27. Data Protection Act 1998

Liabilities

28. Indemnity and Insurance

Compliance with Legal and Other Obligations

29. Corrupt Gifts and Payments of Commission

30. Statutory and Other Regulations
31. Equality of Opportunity
32. Health and Safety
33. Social Security System
34. Conflict of Interest
35. Official Secrets Act

Control of Contract

36. Transfer, Sub-Contracting and Assignment

37. Severability
38. Waiver
39. Variations
40. Performance Monitoring

Default and Termination

41. Force Majeure

42. Bankruptcy
43. Termination on Default
44. Break
45. Consequences of Termination

Transfer of Undertaking and Protection of Employment (TUPE)

46. TUPE

Disputes

47. Arbitration
48. Law

Appendix A Variation to Contract Form

Appendix B Authorised Representative

1. INTERPRETATION

1.1 In this Contract the following words shall have the following meanings except where
the context otherwise requires:

a. Acceptance Confirmation in writing by the Department that a

Service has been accepted by the Department.

b. Amendments The amendments (if any) to the Contract which may

be agreed by the Contractor and the Department.

c. Authorised The nominated representative of the Department

Representative and the Contractor.

d. Contract The Tender completed by the accepted Tenderer,

the Conditions of Contract; the Specification or
Operational Requirement; the Drawings, if any, the
Schedule of Prices or Rates or Lump Sum as
submitted by the accepted Tenderer, the Letter of
Acceptance issued by Central Procurement
Directorate, Supplies and Services Division, to the
accepted Tenderer together with such
correspondence, if any, between the accepted
Tenderer and Central Procurement Directorate,
Supplies and Services Division, as may be agreed
by both parties to form part of the Contract.

e. Contractor The person, firm or corporate body whose tender

shall have been accepted by the Department and
shall include the Contractor’s personal
representatives, successors, and permitted assigns.

f. Contractors Staff Employees, sub-contractors employees and agents

or representatives of both contractor and sub-
contractor.
g. Department The Department for Regional Development

h. Equipment All materials, plant, equipment, and consumables

other than the Department’s property to be used by
the Contractor in the provision of the Services.

i. Premises Land or buildings where the services are performed.

j Services The provision of the Services defined herein.

k. Site The area within the Premises in which the Services

are performed.

l. Days Calendar Days

1.2 Words importing the singular shall also include the plural, and importing the
masculine shall also include the feminine and vice versa where the context
requires.

1.3 For the purpose of the Contract Central Procurement Directorate, Supplies and
Services Division is authorised to act on behalf of the Department.

1.4 A reference to any statute, enactment, order, regulations or other similar instrument
shall be construed as a reference to the statute, enactment, order, regulation or
instrument as subsequently amended or re-enacted.

2. ENTIRE AGREEMENT

2.1 The Contract constitutes the entire agreement between the parties relating to the
subject matter of the Contract. The Contract supersedes all prior negotiations,
representations and undertakings, whether written or oral, except that this Condition
shall not exclude liability in respect of any fraudulent misrepresentation.

3. PERIOD OF CONTRACT

3.1 This Contract shall take effect on the commencement date and shall remain in force
for six (6) year(s) but with the written agreement of both parties may be extended
annually for a further six (6) periods of twelve (12) months each, unless it is
otherwise terminated in accordance with the provisions of these Conditions.

4. SERVICES

4.1 The Contract is for work to be undertaken by the Contractor in accordance with the
provisions of the Contract.

4.2 Requests to provide the contracted service may be transmitted in writing by post,
fax or other electronic means as may be agreed by both parties. In cases of
urgency verbal instructions may be given pending written confirmation.

5. CONDITIONS AFFECTING PROVISION OF SERVICES

5.1 The Contractor shall be deemed to have satisfied himself as regards the nature and
extent of the services, the means of communication with and access to the site, the
supply of and conditions affecting labour, the suitability of the Department’s property
and the equipment necessary for the performance of the services, subject to all
such matters being discoverable by the Contractor.

6. CONTRACTOR STATUS

6.1 Nothing in the Contract shall be construed as creating a partnership, a contract of

employment or a relationship of principal and agent between the Department and
the Contractor.
7. DEPARTMENT’S PROPERTY

7.1 All Department’s property shall remain the property of the Department and shall be
used in the performance of the Contract and for no other purpose without prior
approval.

7.2 On receipt of Department’s property the Contractor shall subject it to a visual

inspection and such additional inspection and testing as may be necessary to check
that it is not defective; within 14 days of receipt of any item of Department’s
property, or such other period as may be approved the Contractor shall notify the
Department’s in writing of any defects discovered; within 14 days after receiving
such notification, the Department shall inform the Contractor of the action to be
taken

7.3 The Department shall be responsible for the repair or replacement of Department’s
property unless the need for repair or replacement is caused by the Contractor’s
failure to comply with Condition 7.5, or by the negligence or default of the
Contractor.

7.4 The Contractor shall be responsible for his own costs resulting from any failure of
Department’s property, unless he can demonstrate that the Department had caused
undue delay in its replacement or repair.

7.5 The Contractor shall maintain all items of Department’s property in good and
serviceable condition, fair wear and tear excepted, and in accordance with the
manufacturer’s recommendations.

7.6 The Contractor shall be liable for any loss of or damage to any Department’s
property unless the Contractor is able to demonstrate that such loss or damage was
caused or contributed to by the negligence or default of the Department.

7.7 The Contractor shall not in any circumstances have a lien on any Department’s
property and shall take all steps necessary to ensure that the title of the Department
and the exclusion of any lien are brought to the attention of any third party dealing
with any Department’s property.

7.8 The Contractor undertakes the due return of all re-useable property and will be
responsible for all loss thereof or damage thereto from whatever cause.
Deterioration in such property resulting from its normal and proper use in the
execution of the Contract shall not be deemed to be loss or damage, except in so
far as the deterioration is contributed to by any want of maintenance and repair by
the Contractor.

8. EQUIPMENT

8.1 The Contractor shall provide all the equipment necessary for the provision of the
Services.

8.2 The Contractor shall maintain all items of equipment in good and serviceable
condition.
8.3 All equipment shall be at the risk of the Contractor and the Department shall have
no liability for any loss of or damage to any equipment unless the Contractor is able
to demonstrate that such loss or damage was caused or contributed to by the
negligence or default of the Department.

8.4 The Contractor shall provide for the haulage or carriage of equipment to the
premises and its off-loading and removal when no longer required.

8.5 The Department may at its option purchase any item of equipment from the
Contractor at any time, if the Department considers that the item is likely to be
required in the provision of the Services following the expiry or termination of the
Contract. The purchase price to be paid by the Department shall be the fair market
value.

9. STAFF

9.1 The Contractor warrants and represents that all staff assigned to the performance
of the Contract shall possess such skill and experience as is necessary for the
proper performance of the Contract.

9.2 Where the Contract provides that the work shall be done by named staff the
Contractor undertakes to take all reasonable steps to ensure that his staff remain
for the full period of this Contract. Unavoidable changes in the Contractor’s staff
proposed by the Contractor and agreed by the Authorised Representative shall be
subject to not less than one month’s written notice.

9.3 If for any other reasons changes in the Contractor’s staff become necessary in the
opinion of the Authorised Representative such changes shall be subject to 1 weeks
written notice by the Authorised Representative to the Contractor.

9.4 In the event that the Contractor is unable to provide replacement staff acceptable to
the Authorised Representative within sufficient time to enable the Contractor to
complete the work on time than the Department may obtain replacement staff from
other sources or terminate the Contract at its discretion.

10. CO-ORDINATION

10.1 The Contractor shall co-ordinate his activities in the provision of the Services with
those of Departmental personnel and other contractors engaged by the
Department.

11. USE OF DEPARTMENT’S PREMISES

11.1 Where the Services are performed on the Department’s premises the Contractor
shall have use of the Department’s premises without charge as a licensee and shall
vacate those premises on completion or earlier termination of the Contract.

11.2 The Contractor shall not use the Department’s premises for any purpose or activity
other than the provision of the Services unless given prior approval.
11.3 Should the Contractor require modifications to the Department’s premises, such
modifications shall be subject to prior approval and shall be carried out by the
Department at the Contractor’s expense. The Department shall undertake
approved modification work without undue delay. Ownership of such modifications
shall rest with the Department.

11.4 The Contractor shall not deliver any equipment to the Department’s premises
outside normal working hours without prior approval.

11.5 The Contractor shall maintain all equipment and its place of storage within the
Department’s premises in a safe, serviceable and clean condition.

11.6 On the completion or earlier termination of the Contract, the Contractor shall,
subject to the provisions of Condition 8.5 remove all equipment and shall clear
away from the Department’s premises all waste arising from the performance of the
Services and shall leave the Department’s premises in clean and tidy condition.

11.7 Whilst on the Department’s premises, all staff shall comply with such rules,
regulations and other requirements as may be in force in respect of the conduct of
persons attending and working on the Department’s premises.

12. RIGHT OF ACCESS

12.1 The Department reserves the right to refuse to admit to any premises occupied by
or on behalf of the Crown any person employed by the Contractor, or by a sub-
contractor, whose admission would be, in the opinion of the Department
undesirable.

12.2 The Contractor shall comply with the requirements of the Department in regard to
ensuring the identity and bonafides of all workers and other persons requiring to be
admitted to any officially occupied premises in connection with the Contract.

12.3 If the Contractor shall fail to comply with paragraph 12.2 and if the Department shall
decide that such failure is prejudicial to the interests of the State, then the
Department may terminate the Contract if the Contractor does not comply with such
provisions of paragraph 12.2 within a reasonable time of written notice to do so
provided always that such termination shall not prejudice or affect any right of action
or remedy which shall have accrued thereafter to the Department.

12.4 The decision of the Department as to whether any person is to be refused

admission to any premises occupied by or on behalf of the Crown and as to
whether the Contractor has failed to comply with paragraph 12.2 shall be final and
conclusive.

13. MANNER OF PROVIDING THE SERVICES

13.1 The Contractor shall perform the Services with all due care, skill and diligence, and
in accordance with good industry practice. Timely provision of the Services is of the
essence of the Contract.
13.2 The Services shall be performed only on approved sites.

13.3 The Contractor shall, upon the instruction of the Authorised Representative:

a. remove from the Department’s premises any materials which are not in
accordance with those contained in the Specification and substitute proper
and suitable materials;

b. remove and properly re-execute any work which is not in accordance with
the Contract, irrespective of any previous testing or payment by the
Department. The Contractor shall at his own expense complete the re-
executed work correctly in accordance with the Contract within such
reasonable time as the Department may specify.

13.4 The signing by the Authorised Representative of time sheets or other similar
documents shall not be construed as implying the Contractor’s compliance with the
Contract.

14. STANDARDS

14.1 Materials and processes used in connection with the provision of the services shall
be in accordance with the standards and quality specified.

14.2 At the request of the Authorised Representative, the Contractor shall provide proof
to the Department’s satisfaction that the materials and processes used or proposed
to be used, conform to those standards.

14.3 The introduction of new methods or systems which impinge on the provision of the
services shall be subject to prior approval.

15. OVERTIME WORKING

15.1 The Contractor shall not normally be prevented from working reasonable overtime
hours on the Department’s premises if he so desires, provided that he obtains prior
approval and it is at no additional cost to the Department.

16. PROGRESS REPORTS

16.1 Where progress reports are required to be submitted under the Contract, the
Contractor shall render those reports at such time and in such form as may be
specified or an otherwise agreed between the parties.

16.2 The submission and receipt of progress reports shall not prejudice the rights of
either party under the Contract.

17. PAYMENT

The Department shall pay the Contractor for work completed at the rates or prices
contained in the pricing schedule or other interest documentation. Where payment is
based upon daily rates the Contractor and his staff will be expected to work 7½ hours per
day, exclusive of meal breaks, unless alternative arrangements are agreed with the
Department.

In cases where payment is via the Government Purchasing Card, all payments shall be
made to Service Providers by the nominated Bank in accordance with the provisions of the
scheme.

In all other cases payment shall be due within thirty (30) days of receipt by the
Department of a correct application for payment or invoice or as otherwise specified in the
Contract.

The Department reserves the right to withhold payment against any invoice which is
not submitted in accordance with the Contract or which covers or purports to relate to
services which have not been provided in accordance with the Contract and shall forthwith
notify the Contractor accordingly in writing.

18. VALUE ADDED TAX

18.1 The Department shall pay to the Contractor, in addition to the charges due for the
work performed under the Contract, a sum equal to the value added tax as may be
properly chargeable on the value of the supply of goods and services provided in
accordance with the contract.

18.2 Any invoice or other request for payment of monies due to the Contractor under the
Contract shall, if he is a taxable person, be in the form and contain the same
information as if the same were a tax invoice for the purposes of Regulations made
under the Valued Added Tax Act 1994.

18.3 The Contractor shall, if so requested by the Department, furnish such information as
may reasonably be required by the Department as to the amount of value added tax
chargeable on the value of goods and services supplied in accordance with the
Contract and payable by the Department to the Contractor in addition to the
charges for work. Any over payment by the Department to the Contractor shall be a
sum of money recoverable from the Contractor.

18.4 If the costs of the Contract are increased or decreased any monies thereby payable
shall have added to them a sum equal to any appropriate adjustment in respect of
value added tax due on the final value of the work.

19. RECOVERY OF SUMS DUE

19.1 Whenever under the Contract any sum of money is recoverable from or payable by
the Contractor (including any sum which the Contractor is liable to pay to the
Department in respect of any breach of this Contract), the Department may
unilaterally deduct that sum from any sum then due or which at any later time
becomes due to the Contractor under this Contract or under any other contract with
the Department or with any other Department, office or agency of the Crown.
19.2 The Department shall give at least 21 days’ notice to the Contractor of its intention
to make a deduction under Condition 19.1 giving particulars of the sum to be
recovered and the contract under which the payment arises from which the
deduction is to be made.

19.3 Any overpayment by the Department to the Contractor, whether of the contract
price or of value added tax, shall be a sum of money recoverable by the
Department from the Contractor.

20. PRICE ADJUSTMENTS

20.1 Prices quoted shall remain firm for the initial contract period set out in Condition 3.1.

20.2 In the event that the contract period is extended a price review shall take place and
any increases or decreases shall be agreed by both parties and recorded as a
Variation in line with Condition 39.

21 INTELLECTUAL PROPERTY RIGHTS - ASSIGNMENT AND INDEMNITY

21.1 The Contractor hereby assigns to the Department all Intellectual Property Rights
owned by the Contractor in any material which is generated by the Contractor and
delivered to the Department in the performance of the Services and shall waive all
moral rights relating to such material. The Contractor shall not reproduce, publish
or supply any such material to any person other than the Department without prior
approval.

21.2 In performing the Services the Contractor shall obtain approval before utilising any
material which is or may be subject to any Intellectual Property Rights other than
those referred to in Condition 21.1.

21.3 Subject to Condition 21.4, the Contractor shall indemnify the Department against all
claims, proceedings, actions, damages, legal costs (including but not limited to legal
costs and disbursements on a solicitor and client basis), expenses and any other
liabilities arising from or incurred by the use by the Contractor, in the performance
of the Services, or the use by the Department following delivery by the Contractor,
of any material which involves any infringement or alleged infringement of the
Intellectual Property Rights of any third party.

21.4 The provisions of Condition 21.3 shall not apply in respect of any material which the
Department has supplied to the Contractor or which the Department has specified
for use by the Contractor or for delivery to the Department.

21.5 The Department shall indemnify the Contractor against all claims, proceedings,
actions, damages, legal costs (including but not limited to legal costs and
disbursements on a solicitor and client basis), expenses and any other liabilities
arising from or incurred by the use by the Contractor, in the performance of the
Services, of any material referred to in Condition 21.4 which involves any
infringement or alleged infringement of the Intellectual Property Rights of any third
party.
21.6 Where any claim is made by a third party in respect of any material referred to in
Condition 21.3 or 21.5, the party which is required to provide an indemnity under
those provisions shall have the right to conduct, or take over the conduct of, the
defence to the claim and to any proceedings or action brought by the third party.

22. SECURITY

22.1 The Contractor shall take all measures necessary to comply with the provisions of
any enactment relating to security which may be applicable to the Contractor in the
performance of the Services.

22.2 The Contractor shall take all reasonable measures, by the display of notices or
other appropriate means, to ensure that staff have notice that all provisions referred
to in Condition 22.1 will apply to them and will continue to apply to them, if so
applicable, after the expiry or earlier termination of the Contract.

22.3 Whilst on the Department’s premises, staff shall comply with all security measures
implemented by the Department in respect of personnel and other persons
attending those premises. The Department shall provide copies of its written
security procedures to the Contractor on request.

22.4 The Department shall have the right to carry out any search of staff or of vehicles
used by the Contractor at the Department’s premises.

22.5 The Contractor shall co-operate with any investigation relating to security which is
carried out by the Department or by any person who is responsible to the
Department for security matters and when required by the Authorised
Representative:

a. shall use his best endeavours to make any staff identified by the Authorised
Representative available to be interviewed by the Authorised Representative,
or by a person who is responsible to the Department for security matters, for
the purposes of the investigation. Staff shall have the right to be
accompanied by the Contractor’s Representative and to be advised or
represented by any other person whose attendance at the interview is
acceptable to both the Authorised Representative and the Contractor’s
Representative; and

b. shall, subject to any legal restriction on their disclosure, provide all

documents, records or other material of any kind which may reasonably be
required by the Department or by a person who is responsible to the
Department for security matters, for the purposes of the investigation, so
long as the provision of that material does not prevent the Contractor from
performing the Services. The Department shall have the right to retain any
such material for use in connection with the investigation and, so far as
possible, shall provide the Contractor with a copy of any material retained.
23. CONFIDENTIALITY

23.1 Each Party: -

a. shall treat all Confidential Information belonging to the other Party as

confidential and safeguard it accordingly; and

b. shall not disclose any Confidential Information belonging to the other Party to
any other person without the prior written consent of the other Party, except
to such persons and to such extent as may be necessary for the
performance of the Contract or except where disclosure is otherwise
expressly permitted by the provisions of this Contract.

23.2 The Contractor shall take all necessary precautions to ensure that all Confidential
Information obtained from the Department under or in connection with the Contract:-

a. is given only to such of the Staff and professional advisors or consultants

engaged to advise it in connection with the Contract as is strictly necessary
for the performance of the Contract and only to the extent necessary for the
performance of the Contract;

b. is treated as confidential and not disclosed (without prior Approval) or used

by any Staff or such professional advisors or consultants otherwise than for
the purposes of the Contract.

23.3 The Contractor shall ensure that Staff or its professional advisors or consultants are
aware of the Contractor's Confidentiality obligations under this Contract.

23.4 The Contractor shall not use any Confidential Information it receives from the
Department otherwise than for the purposes of the Contract.

23.5 The provisions of Clauses 23.1 to 23.4 shall not apply to any Confidential
Information received by one Party from the other:-

a. which is or becomes public knowledge (otherwise than by breach of this

Condition);

b. which was in the possession of the receiving Party, without restriction as to

its disclosure, before receiving it from the disclosing Party;

c. which is received from a third party who lawfully acquired it and who is under
no obligation restricting its disclosure;

d. is independently developed without access to the Confidential Information; or

e. which must be disclosed pursuant to a statutory, legal or parliamentary

obligation placed upon the Party making the disclosure, including any
requirements for disclosure under the FOIA, or the Environmental
Information Regulations pursuant to Condition 24.3 (Freedom of
Information).
23.6 Nothing in this Condition shall prevent the Department: -

a. disclosing any Confidential Information for the purpose of:-

i. the examination and certification of the Client’s accounts; or

ii. any examination pursuant to Section 6(1) of the National Audit Act
1983 of the economy, efficiency and effectiveness with which the
Department has used its resources; or

b. disclosing any Confidential Information obtained from the Contractor:-

i. to any government department or any other Contracting Authority. All

government departments or Contracting Authorities receiving such
Confidential Information shall be entitled to further disclose the
Confidential Information to other government departments or other
Contracting Authorities on the basis that the information is confidential
and is not to be disclosed to a third party which is not part of any
government department or any Contracting Authority; or

ii. to any person engaged in providing any services to the Department for
any purpose relating to or ancillary to the Contract;

provided that in disclosing information under sub-paragraph (b) the

Department discloses only the information which is necessary for the
purpose concerned and requires that the information is treated in confidence
and that a confidentiality undertaking is given where appropriate.

23.7 Nothing in this Condition shall prevent either Party from using any techniques, ideas
or know-how gained during the performance of the Contract in the course of its
normal business, to the extent that this does not result in a disclosure of
Confidential Information or an infringement of Intellectual Property Rights.

23.8 In the event that the Contractor fails to comply with this Condition 23, the
Department reserves the right to terminate the Contract by notice in writing with
immediate effect.

23.9 The provisions under this Condition are without prejudice to the application of the
Official Secrets Acts 1911 to 1989 to any Confidential Information.

24. FREEDOM OF INFORMATION

24.1 The Contractor acknowledges that the Department is subject to the requirements of
the FOIA and the Environmental Information Regulations and shall assist and
cooperate with the Department (at the Contractor’s expense) to enable the Client to
comply with these Information disclosure requirements.

24.2 The Contractor shall and shall procure that its sub-contractors shall:
 a. transfer the Request for Information to the Department as soon as
practicable after receipt and in any event within [two]Working Days of
receiving a Request for Information;

b. provide the Department with a copy of all Information in its possession or

power in the form that the Client requires within [five] Working Days (or such
other period as the Department may specify) of the Department requesting
that Information; and

c. provide all necessary assistance as reasonably requested by the Department

to enable the Department to respond to a Request for Information within the
time for compliance set out in section 10 of the FOIA [or regulation 5 of the
Environmental Information Regulations].

24.3 The Department shall be responsible for determining at its absolute discretion
whether the Commercially Sensitive Information and/or any other Information: -

a. is exempt from disclosure in accordance with the provisions of the FOIA or

the Environmental Information Regulations;

b. is to be disclosed in response to a Request for Information, and

in no event shall the Contractor respond directly to a Request for Information
unless expressly authorised to do so by the Department.

24.4 The Contractor acknowledges that the Department may, acting in accordance with
the Department for Constitutional Affairs’ Code of Practice on the Discharge of
Functions of Public Authorities under Part I of the Freedom of Information Act 2000,
be obliged under the FOIA, or the Environmental Information Regulations to
disclose Information:-

a. without consulting with the Contractor, or

b. following consultation with the Contractor and having taken its views into
account.

24.5 The Contractor shall ensure that all information produced in the course of the
Contract or relating to the Contract is retained for disclosure and shall permit the
Department to inspect such records as requested from time to time.

24.6 The Contractor acknowledges that any lists or schedules provided by it outlining
Confidential Information are of indicative value only and that the Department may
nevertheless be obliged to disclose Confidential Information in accordance with
Clause 24.4.
25. PUBLICITY

25.1 The Contractor shall not make any public statement relating to the existence or
performance of the Contract without prior approval, which shall not be unreasonably
withheld.

26. RIGHT OF AUDIT

26.1 The Contractor shall keep secure and maintain until two years after the final
payment of all sums due under the Contract, or such longer period as may be
agreed between the parties, full and accurate records of the Services, all
expenditure reimbursed by the Department and all payments made by the
Department.

26.2 The Contractor shall grant to the Department or its authorised agents, such access
to those records as they may reasonably require in compliance with the Contract.

27 DATA PROTECTION ACT 1998

27.1 The Contractor shall not disclose or allow access to any personal data provided by
the Department or acquired by the Contractor during the course of tendering for or
executing the contract, other than to a person employed or engaged by the
Contractor or any sub-contractor, agent or other person concerned with the same.

27.2 Any disclosure of or access to personal data allowed under Condition 26.1 shall be
made in confidence and shall extend only so far as that which is specifically
necessary for the purpose of the Contract.

27.3 The Contractor shall store or process such personal data only at sites specifically
agreed in writing, in advance, with the Department.

27.4 If the Contractor fails to comply with any provision of this Condition then the
Department may summarily determine the Contract by notice in writing to the
Contractor provided always that such determination shall not prejudice or affect any
right of action or remedy which shall have accrued or shall accrue thereafter to the
Department.

27.5 If the Contractor or any employee, servant agent or sub contractor of the
Contractor, having obtained without the consent of the Department personal data
within the meaning of the Data Protection Act, directly or indirectly discloses or
publishes the data to any other person or allows improper access to the data, or in
any event directly or indirectly causes the loss, damage, or destruction of such data,
he shall indemnify the Department against all claims, proceedings, costs and
expenses in respect of any damage or distress suffered whereby by any person.

27.6 The decision of the Department upon matters arising under this clause shall be final
and conclusive.
28. INDEMNITY AND INSURANCE

28.1 The Contractor shall indemnify the Department to a limit of £5,000,000 (five million
pounds) in respect of any one incident or series of incidents arising out of his
performance of the Contract against all claims, proceedings, actions, damages,
legal costs, expenses and any other liabilities in respect of any loss of or damage to
property which is caused directly or indirectly by any act or omission of the
Contractor. Indemnity in respect of death or personal injury shall be unlimited. This
condition 28.1 shall not apply to the extent that the Contractor is able to
demonstrate that such death or personal injury, or loss or damage, was not caused
or contributed to by his negligence or default, or the negligence or default of his
Staff or sub-contractors, or by any circumstances within his or their control.

28.2 The Contractor shall effect and maintain with a reputable insurance company a
policy or policies of insurance providing an adequate level of cover in respect of all
risks which may be incurred by the Contractor, arising out of the Contractor’s
performance of the Contract, in respect of death or personal injury, or loss of or
damage to property. Such policies shall include cover in respect of any financial
loss arising from any advice given or omitted to be given by the Contractor.

28.3 In the case of ships assets, this will involve items such as the provision of Hull and
Machinery, War Risk and P&I Insurances

28.4 The Contractor shall hold employer’s liability insurance in respect of Staff in
accordance with any legal requirement for the time being in force.

28.5 The Contractor shall produce to the Authorised Representative, on request, copies
of all insurance policies referred to in this Condition or other evidence confirming
the existence and extent of the cover given by those policies, together with receipts
or other evidence of payment of the latest premiums due under those policies.

28.6 The terms of any insurance or the amount of cover shall not relieve the Contractor
of any liabilities under the Contract. It shall be the responsibility of the Contractor to
determine the amount of insurance cover that will be adequate to enable the
Contractor to satisfy any liability referred to in this Condition.

29. INDEMNITY PERFORMANCE BOND

29.1 The Contractor shall deliver to the Department the Performance Bond on the
execution of this Contract (or such later date as may be permitted by the
Department)

29.2 Nothing herein or in the Performance Bond shall in any way affect or diminish the
obligations of the Contractor herein which shall be required to be complied with in
full.

29.3 The Contractor shall not be entitled to receive any Payment under this Contract until
such time as the Performance Bond is furnished to the Department.

29.4 The Surety shall be a person authorised to issue bonds in Northern Ireland.
29.5 For the purposes of this Clause, the Department will consider the provision of the
Performance Bond by an approved sub-contractor of the Contractor provided such
Performance Bond:

29.5.1 is in the same form as the Performance Bond;

29.5.2 is for the agreed amount of the Performance Bond; and,

29.5.3 in particular, extends to and covers the obligations of the Contractor

under this Contract.

30. CORRUPT GIFTS AND PAYMENTS OF COMMISSION

30.1 The Contractor shall not:

30.1.1 offer or give or agree to give any person in Her Majesty’s Service 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 execution of this Contract or any other contract for Her Majesty’s Service
and/or for showing or forbearing to show favour or disfavour to any person in
relation to this contract or any other contract for Her Majesty’s Service;

30.1.2 enter into this Contract or any other contract with any Government
Department in connection with which commission has been paid or agreed to
be paid by him, or on his behalf, or to his knowledge, unless before the
Contract is made particulars of any such commission and of the terms and
conditions of any agreement for the payment thereof have been disclosed in
writing to the Department.

30.2 Any breach of this Condition by the Contractor or by anyone employed by him or
acting on his behalf (whether with or without the knowledge of the Contractor) or the
commission of any offence by the Contractor or by anyone employed by him or
acting on his behalf, (either with or without the knowledge of the Contractor) under
the Prevention of Corruption Acts, 1889 to 1916, in relation to this Contract or any
other contracts for Her Majesty’s Service, shall entitle the Department to determine
the Contract and recover from the Contractor the amount of any loss resulting from
such determination and/or to recover from the Contractor the amount or value of
any such gift, consideration or commission.

30.3 Any dispute, difference or question arising in respect of either the effect or the
interpretation of this clause or the amount recoverable hereunder by the
Department from the Contractor or the right of the Department to determine the
Contract, or the amount or value of any such gift, consideration or commission shall
be decided by the Department whose decision shall be final and conclusive.

31. STATUTORY AND OTHER REGULATIONS

31.1 The Contractor shall be deemed to have acquainted himself with any and all Acts of
Parliament, Statutory Regulations, or other such laws, recommendations, guidance
or practices as may affect the provision of the service(s) specified under the
Contract.

31.2 The Contractor shall be deemed to have acquainted himself with British/European
Standards, Codes of Practice as may be relevant to this Contract.

31.3 The Contractor shall adequately train, instruct and supervise staff to ensure that so
far as is reasonably practical the standards and codes of practice are observed.

32. EQUALITY OF OPPORTUNITY

32.1. The Contractor shall comply with all applicable fair employment, equality of
treatment and anti-discrimination legislation, including, in particular, the Employment
(Northern Ireland) Order 2002, the Fair Employment and Treatment (Northern
Ireland) Order 1998, the Sex Discrimination (Northern Ireland) Order 1976 and
1988, the Employment Equality (Sexual Orientation) Regulations (Northern Ireland)
2003, the Equal Pay Act (Northern Ireland) 1970, the Disability Discrimination Act
1995, the Race Relations (Northern Ireland) Order 1997, the Employment Relations
(Northern Ireland) Order 1999 and the Employment Rights (Northern Ireland) Order
1996 and shall use his best endeavours to ensure that in his employment policies
and practices and in the delivery of the services required of the Contractor under
this agreement he has due regard to the need to promote equality of treatment and
opportunity between:

a. persons of different religious beliefs or political opinions;

b. men and women or married and unmarried persons;

c. persons with and without dependants (including women who are pregnant or
on maternity leave and men on paternity leave);

d. persons of different racial groups (within the meaning of the Race Relations
(Northern Ireland) Order 1997);

e. persons with and without a disability (within the meaning of the

Disability Discrimination Act 1995);

f. persons of different ages; and

g. persons of differing sexual orientation.

32.2. The Contractor shall take all reasonable steps to ensure the observance of the
provisions of the above clause (31.1) by all servants, agents, employees,
consultants and sub-contractors of the Contractor.

33. HEALTH AND SAFETY

33.1 The Contractor’s attention is drawn to the provision of the Health and Safety at
Work (Northern Ireland) Order 1978 and in particular to Article 4 “General Duties of
Employers to their Employees”.

33.2 The Contractor shall adequately train, instruct and supervise staff to ensure that so
far as is reasonably practicable, the health and safety of all persons who may be
affected by the services provided under the Contract. Before commencing work on
the Contract the Contractor, shall prepare a written policy of the health and safety of
staff employed in connection with the Contract together with written organisational
arrangements for carrying out the policy.

34. SOCIAL SECURITY SYSTEM

34.1 The Contractor shall not employ any person whom he knows or ought to know is by
reason of his employment engaged in any unlawful procurement of social security
benefits or tax exemptions and the Contractor shall not make, facilitate or
participate in the procurement of, any unlawful payments whatsoever, whether in
the nature of social security fraud, or evasion of tax, or otherwise.

34.2 The Contractor shall prepare and maintain such records of his staff and all other
persons engaged in the performance of this Contract by the Contractor as the
Department may from time to time require.

34.3 Without prejudice to Condition 33.2 the Contractor shall forthwith on demand by the
Department furnish the Department with the names, addresses and national
insurance numbers of all persons employed by him under the contracts of service
and shall forthwith on demand furnish the Department with the names, addresses,
periods of employment and exemption certificates of all persons employed by him
under contracts for services.

34.4 The Contractor shall permit the Department, its servants or agents at all reasonable
times to enter on any premises of the Contractor for the purpose of inspection and
investigation of the employment, social security and tax records of any person
employed by the Contractor or engaged by him to carry out any works under the
contract.

35. CONFLICT OF INTEREST

35.1 Provided that there shall be no conflict of interest and the Contractor shall fulfil his
obligations to the Department the Contractor shall be at liberty to enter into
agreement with other public sector organisations elsewhere in the United Kingdom
for the provision of services.

35.2 The Contractor warrants that he is not at the date hereof retained by any interest
that could be in conflict with the work of the Department and that for the duration of
this Contract he will not accept instructions from any such interest either directly or
indirectly nor do any other act which may give rise to conflict of interest.

36. OFFICIAL SECRETS ACT

36.1 The provisions of the Official Secrets Act 1911 - 1989 in general and the provisions
of the Official Secrets Act 1989 in particular shall apply to the Contractor, the staff
and all persons engaged whether as agents or sub-contractors by the Contractor on
any work under the Contract, and shall continue to apply without limitation of time
after the expiry or termination of the Contract, and the Contractor shall bring to the
notice of each and every such person the provisions of the said Acts.

36.2 If the Department shall at any time so direct, a declaration of knowledge of these
provisions in such terms as the Department shall require shall be signed by every
such person as the Department shall direct and be delivered to the Department by
the Contractor.

37. TRANSFER, SUB-CONTRACTING AND ASSIGNMENT

37.1 The Contractor shall not transfer or assign this Contract or a part thereof and shall
not sub-contract any part of the provision of the services without the prior written
consent of the Department.

37.2 It is a condition of such consent that the sub-contractor must undertake directly to
perform the terms of the Contract in respect of the sub-contracted services as if he
were the contractor.

37.3 Any consent to sub-contract will not release the Contractor from any liability to the
Department in respect of the sub-contracted section and the contractors shall be
responsible for the acts, defaults or neglect of any sub-contractor or their agents or
employees in all respects as they were the acts, defaults or neglect of the
contractor or their agents, or employees.

37.4 Where the Contractor enters a sub-contract with a contractor for the purpose of
performing the Contract, he shall cause a term to be included in such sub-contract
which requires payment to be made to the contractor within a specified period not
exceeding 30 days from receipt of a valid invoice as defined by the sub-contract
requirements.

37.5 The Department may assign or in any other way dispose of its rights and obligations
under this Contract or any part of it to any Department, Office or Agency of the
Crown or any other body provided that any such assignment or other disposal shall
not increase the burden of the Contractors obligations under this Contract.

38. SEVERABILITY

38.1 If any provision of the Contract is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction, such provision shall be severed and
the remainder of the provisions of the Contract shall continue in full force and effect
as if the Contract had been executed with the invalid, illegal or unenforceable
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 negotiations in good faith to remedy the invalidity.

39. WAIVER
39.1 The failure of either party to exercise any right or remedy shall not constitute a
waiver of that right or remedy.

39.2 No waiver shall be effective unless it is communicated to the other party in writing.

39.3 A waiver of any right or remedy arising from a breach of contract shall not constitute
a waiver of any right or remedy arising from any other breach of the Contract.

40. VARIATIONS

40.1 The Contract shall not be varied unless such variation is made in writing by means
of a Variation to Contract Form as set out at Appendix A.

40.2 In the event of an emergency the Department shall have the right to vary the
Contract by oral instructions given by the Departments’ Authorised Representative,
which shall be confirmed by the issue of a Variation to Contract Form within 7 days.

40.3 The Department shall have the right to vary the Services at any time, subject to the
Variation being related in nature to the Services being provided, and no such
Variation shall vitiate the Contract.

40.4 The Contractor may request a Variation provided that:

a. the Contractor shall notify the Department’s Authorised Representative in

writing of any additional or changed requirement which it considers should
give rise to a Variation within 7 days of such occurrence first becoming
known to the Contractor;

b. any proposed Variation shall be fully supported by a quotation as detailed in

Condition 39.5

40.5 The Contractor, within 14 days of being requested by the Department’s Authorised
Representative or where requesting a Variation pursuant to Condition 39.4, shall
submit a quotation to the Department, such quotation to contain at least the
following information:

a. a description of the work together with the reason for the proposed Variation;

b. the price, where applicable;

c. details of the impact, if any, on other aspects of the Contract.

40.6 The price for any Variation shall, unless otherwise agreed between the Parties, be
calculated in the following order of precedence:

a. using the Prices or Rates;

b. prices pro-rata to the Prices or Rates;

 c. prices based on the Prices or Rates.

40.7 The Department shall either approve or reject any Variation proposed by the
Contractor.

40.8 In the event that the Contractor disputes any decision by the Department to reject a
proposed Variation or contends that a proposed Variation is outstanding or
continues to be required, the Contractor shall update the information contained in
his quotation for the proposed Variation every Month and shall send the updated
information to the Department.

41. PERFORMANCE MONITORING

41.1 The performance of the Contractor will be subject to monitoring and review against
agreed quality aspects.

41.2 Where applicable performance and or price indices may be applied by the
Department to measure the performance of the Contractor.

41.3 The Contractor shall ensure that information, records, and documentation
necessary to monitor effectively the performance of the Contract are maintained
and are available at all times to the Authorised Representative.

41.4 A relief event is one which allows one or other of the parties to a contract relief from
the usual consequences of not fulfilling their part of the agreement. The occurrence
of a relief event will not result in additional subsidy and the Department will not be
liable to the operator for any loss of earnings. This aspect of the contract is
particularly relevant to the performance regime and dispute mechanism. The
Department proposes to classify the following as relief events:

• Weather and/or tidal conditions (at the discretion of the vessel's Master);
• Safety (at the discretion of the vessel's Master);
• Events outwith the operator's control such as unavailability of harbours or
unrelated strike action;
• Where a delayed or diverted sailing has a knock-on effect on subsequent
sailings the delay should be taken into account when assessing whether the
subsequent sailings are late;
• Cancellation or late arrival/departure of a sailing for safety reasons;
• any decision made by the Master in the interests of protecting the safety of
life at sea;
• a sailing which is delayed due to the pre-notified late arrival of passengers,
vehicles, freight and livestock and where such a delay is of direct benefit to
the service users. (Before such an event is accepted as a Relief Event, the
full circumstances of the delayed/cancelled sailing must be detailed in writing
by the operator and submitted to the Department for consideration. The
Department’s decision will be final as to whether such an occurrence
warrants Relief Event status.)

42. FORCE MAJEURE

42.1 Neither party shall be liable to the other party by reason of any failure or delay in
performing its obligations under the Contract which is due to Force Majeure, where
there is no practicable means available to the party concerned to avoid such failure
or delay.

42.2 If either party becomes aware of any circumstances of Force Majeure which give
rise to any such failure or delay, or which appear likely to do so, that party shall
promptly give notice of those circumstances as soon as practicable after becoming
aware of them and shall inform the other party of the period for which it estimates
that the failure or delay will continue.

42.3 For the purposes of this Condition, “Force Majeure” means any event or occurrence
which is outside the control of the party concerned and which is not attributable to
any act or failure to take preventive action by the party concerned, but shall not
include any industrial action occurring within the Contractor’s organisation or within
any sub-contractor’s organisation.

42.4 Any failure or delay by the Contractor in performing his obligations under the
Contract which results from any failure or delay by an agent, sub-contractor or
supplier shall be regarded as due to Force Majeure only if that agent, sub-
contractor or supplier is itself impeded in complying with an obligation to the
Contractor by Force Majeure.

43. BANKRUPTCY

43.1 In the event of the Contractor becoming bankrupt or making a composition or

arrangement with his creditors or having a winding up order made or (except for the
purpose of reconstruction) a resolution for voluntary winding up passed or a
receiver or manager of his business or undertaking duly appointed, or possession
taken, by or on behalf of the holders or any debentures secured by a floating charge
of any property comprised in or subject to the floating charge, the Department may
at its discretion forthwith determine the employment of the Contractor under this
Contract. The said employment may be reinstated and continued by the
Department and the Contractor, if his trustee in bankruptcy, liquidator, receiver or
manager, as the case may be, so agree.

44. TERMINATION ON DEFAULT

44.1 The Department may terminate the Contract, or terminate the provision of any part
of the Services, by written notice to the Contractor with immediate effect if the
Contractor is in default of any obligation under the Contract and:

a. the Contractor has not remedied the default to the satisfaction of the
Department within 30 days, or such other period as may be specified by the
Department, after service of written notice specifying the default and
requiring it to be remedied; or

b. the default is not capable of remedy; or

 c. the default is a fundamental breach of the Contract.

45. BREAK

45.1 The Department shall have the right to terminate the Contract, or to terminate the
provision of any part of the Services, at any time by giving 3 Months’ written notice
to the Contractor. The Department may extend the period of notice at any time
before it expires, subject to agreement on the level of Services to be provided by
the Contractor during the period of extension.

46. CONSEQUENCES OF TERMINATION

46.1 If the Department terminates the Contract under Condition 43, or terminates the
provision of any part of the Services under that Condition, and then makes other
arrangements for the provision of the Services, the Department shall be entitled to
recover from the Contractor the cost of making those other arrangements and any
additional expenditure incurred by the Department throughout the remainder of the
Contract Period. Where the Contract is terminated under Condition 43, no further
payments shall be payable by the Department until the Department has established
the final cost of making those other arrangements.

46.2 If the Department terminates the Contract, or terminates the provision of any part of
the Services, under Condition 44, the Department shall reimburse the Contractor in
respect of any loss, not including loss of profit, actually and reasonably incurred by
the Contractor as a result of the termination, provided that the Contractor takes
immediate and reasonable steps, consistent with the obligation to provide the
Services during the period of notice, to terminate all contracts with sub-contractors
on the best available terms, to cancel all capital and recurring cost commitments,
and to reduce equipment and labour costs as appropriate.

46.3 For the purposes of Condition 45.2 the Contractor shall submit to the Authorised
Representative, within 14 working days after service of the notice, a fully itemised
and costed list, with supporting evidence, of all losses incurred by the Contractor as
a result of the termination of the Contract, or the termination of any part of the
Services, to be updated only in respect of ongoing costs each week until the
Contract is terminated.

46.4 The Department shall not be liable under Condition 45.2 to pay any sum which,
when added to any sums paid or due to the Contractor under the Contract, exceeds
the total sum that would have been payable to the Contractor if the provision of the
Services had been completed in accordance with the Contract.

47. TRANSFER OF UNDERTAKING AND PROTECTION OF EMPLOYMENT (TUPE)

47.1 Tenderers are advised to seek their own legal advice with regard to the application
of TUPE and state clearly when returning their tender documentation whether or not
they have done so.
48. ARBITRATION

48.1 All disputes, differences or questions between the parties to the Contract with
respect to any matter arising out of or relating to the Contract, other than a matter of
things as to which the decision of the Department is under the Contract to be final
and conclusive, shall after written notice by either party to the Contract to the other
be referred to a single arbitrator agreed for that purpose or in default of such
agreement within twenty-one (21) days, appointed at the request of either party by
the President of the Law Society of Northern Ireland. The decision of such arbiter
shall be final and binding on the parties of the Contract.

48.2 The provision of the Arbitration Act 1996 shall apply to any arbitration under this
contract and such arbitration shall be conducted solely within Northern Ireland.

49. LAW

49.1 This Contract shall in all respects be governed by and construed in accordance with
the laws of Northern Ireland and the parties hereby agree that the Courts of
Northern Ireland shall have exclusive jurisdiction to hear and determine any dispute
arising out of or in connection with this Contract.
 Appendix A

(see Condition 39.1)

VARIATION TO CONTRACT FORM

CONTRACT TITLE: .............................................................................................

FOR THE PROVISION OF: .................................................................................
CONTRACT REF: .............. VARIATION NO: ............... DATE: / /

BETWEEN:

1. The Contract is varied as follows:

2. Words and expressions in this Variation shall have the meaning/s given to them in
the Contract.

3. The Contract, including any previous Variation(s), shall remain effective and
unaltered except as amended by this Variation.

SIGNED:

For: The Department For: The Contractor

By: ................................................... By: .........................….............

Full Name: ...................................... Full Name: ...........….....….......
Grade: ............................................. Title: .....................….…..........
Date: .........................................….. Date: ....................…...............
 Appendix B
(see Condition 1.1C)

AUTHORISED REPRESENTATIVES

The Authorised Representative of the Department for the purposes of the Contract is:

The Authorised Representative of the Contractor for the purpose of the Contract is: