SCOTTISH PRISON SERVICE CONTRACT Between THE SCOTTISH MINISTERS And COBHAM TCS LIMITED For the Provision MOBILE PHONE DENIAL TECHNOLOGY (GRABBING) PILOT HM PRISON SHOTTS CONTRACT NUMBER: 01185A Confidential: No part of this document may be disclosed orally or in writing, including by reproduction, to any third party without the prior written consent This document, its associated appendices and any attachments remain the property of SP5 and will be returned upon request. FORM OF CONTRACT CONTRACT No. 01185A This Contract is entered in to between: The Scottish Ministers, referred to in the Scotland Act 1998, represented by the Scottish Prison Service at the Scottish Prison Service Calton House 5 Redheughs Rigg Edinburgh EH12 9HW (hereinafter called or the Purchaser?) OF THE FIRST PART and Cobham TCS Limited t/a Cobham Tactical Communications and Surveillance The Cobham Centre Solent Fusion 2, 1100 Parkway Solent Business Park Whitley Hampshire P015 7AB Company registration number 0145922 (hereinafter called the "Suppiier?) OF THE SECOND PART The Purchaser hereby appoints the Supplier and the Supplier hereby agrees to provide for the Purchaser, the Services (as hereinafter defined) on the terms and conditions set out in this Contract. The Purchaser agrees to pay to the Supplier the relevant sums specified in Schedule and due in terms of the Contract, in consideration of the due and proper performance by the Supplier of its obligations under the Contract. The Supplier agrees to look only to the Purchaser for the due performance of the Contract and the Purchaser will be entitled to enforce this Contract on behalf of the Scottish Ministers. The Contract shall consist of this Form of Contract and the following documents attached hereto which shall be deemed to form and to be read and to be construed as part of the Contract. in the event pf conflicts betWeen the documents forming the Contract, the documents shall take precedence in the order listed: Form of Contract; (ii) Schedule A: Terms and Conditions of Contract; Schedule B: Specification; (iv) Schedule C: Pricing Document; v) Schedule D: Supplier's Proposal. in the event of any ambiguity, discrepancy or conflict within the Contract that remains after the documents have been taken in order of the above precedence, then such ambiguity, discrepancy or conflict shall be referred to the Purchaser for resolution. The Contract shall constitute the entire agreement between the parties as to the Services to be provided in accordance with the Contract and shall supersede and take the place of all documents, minutes of meetings, letters or notes, which may be in existence at the date hereof and all statements, representations and warranties which may have been made by or on behalf of the parties hereto. The Supplier recognises and agrees that notwithstanding the foregoing nothing in this Contract shall be construed as affecting any liability in law upon the Supplier for any misrepresentation made to the Purchaser, which may have induced the Purchaser to award and enter into this Contract. The Contractual Representative acting for the Scottish Ministers on all matters in relation to the Contract shall be the nominated representative (which shall be provided in writing) from the Procurement Policy Services Department based at Scottish Prison Service Headquarters, Calton House, 5 Redheughs Rigg, Edinburgh, EH12 9HW. This nominated representative shall be the Supplier?s principal point of contact on matters pertaining to the Contract. The Contract may only be amended by a clear statement in writing signed by a duly authorised representative of each of the parties hereto. This Contract shall commence on the Contract Commencement Date until the Expiry Date subject always to the Purchaser exercising its Option to extend the Contract beyond the Expiry Date in period(s) up to 1 year or earlier termination taking place in accordance with this Contract. The Purchaser provides no guarantees of volumes or monetary commitment whatsoever, other than in respect of payments properly due under the Contract. IN WITNESS WHEREOF these presents typewritten on this and the preceding page together with Schedules A, B, and annexed hereto are executed as follows At (location) On .. Of 2013 SIGNED for and on behalf of The Scottish Ministers By: Witness: Name: Name: Title: .. At (name ofSite) 0n .. Of .. 2013 SIGNED for and on behalf of Cobham TCS Limited By: Witness: Name: Name: Title: THE SCOTTISH MINISTERS PROVISION OF MOBILE PHONE DENIAL TECHOLOGY (GRABBING) PILOT HM PRISON SHOTTS SCHEDULE A TERMS AND CONDITIONS OF CONTRACT This is Schedule A referred to in the foregoing Contract number 01185A between Scottish Ministers and Cobham TCS Limited Part 1 of Schedule A: Terms and Conditions of Contract 1. DEFINITIONS In these Conditions of Contract unless the context otherwise re given to them below: quires the following terms shall have the meanings - ?Audit Period" is 5 years; - "Commencement Date? means 20th December 2013; 0 "Contract" means the Contract between the Purchaser and the Supplier consisting of these terms and conditions and Schedules to and any other documents (or parts thereof) specified as forming part of the contract; 0 "Contract Term? means 5 years from the "Go Live? date or such longer period for which the Contract is extended in accordance with Clause 3.2; - ?Crown? means the government of the United Kingdom (including the Northern Ireland Executive, the Scottish Ministers and the Welsh Assembly Government), including, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf; - ?Default? means:- any breach of the obligations of the Supplier under this Contract (including, but not limited to, any material breach of this Contract or breach of a material term of this Contract and to any breach of any undertaking or warranty given under or in terms of this Contract), any failure to perform, or the negligent performance of, any obligation under this Contract, any breach of any legislation relating to this Contract, or any negligence or negligent or fraudulent mis-statement relating to this Contract; any constant failure to meet the Service Levels. 0 "Disclosure Level? is Basic; . . 0 "Disclosure Scotland? means the body through which persons employed by the Supplier including subcontractors are vetted and shall be deemed to include any successor to such body or any other person, firm, governmental department, body, agency, institution, authority or corporate body from time to time having jurisdiction in relation to security matters at the Premises; - "Dispute Resolution Period? is 14 days; 0 ?Equipment? means the plant or installations listed in the Specification and as instructed, to be maintained and repaired as required; 0 "Estate Manager? means the Estate Manager, Head of Estates or Facilities Manager of the Establishment; - ?Expiry Date? means the date 5 years after the "Go Live? or such later date to which the Contract is extended in accordance with Clause 3.2; - ?Extension Period? is one year; - "Go Live? means when the System is fully operational, formally ?accepted? and handed-over to the Schedule A Terms and Conditions of Contract Page 1 Purchaser. ?Goods? means the new equipment that the Purchaser requires the Supplier to provide under this Contract; 0 ?Governor? means the Governor of the Establishment; ?Guarantee Period? for Goods is 12 months from Purchaser?s acceptance; and for Materials is 12 months from acceptance of the operation of the Equipment post-installation the ?Go Live? date; - ?Intellectual Property Rights? means patents, inventions, trademarks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off; - The ?Key Personnel? are those people included in Schedule to this Contract; 0 ?Materials? means goods, components or the like required for incorporation during thecarrying out of the Services; ?Premises? or ?Site? or ?Establishment? means the location where the Services may be performed as specified in the Contract; The ?Prices? are the Prices for the provision of Services Specified in Schedule to this Contract or as varied in accordance with this Contract; - The "Product Liability Amount? is ?2,000,000; a "Project Manager? means the Purchaser?s representative for a specific project to which the Supplier may be contributing; The ?Public Liability Amount? is ?10,000,000; ?Purchaser? means the Scottish Ministers acting through the Scottish Prison Service; 0 ?Purchase Order? means each document (each bearing an official and unique Scottish Prison Service Order Number) setting out the Purchaser?s requirements from time to time for the Contract. 0 ?Service Level? means as detailed in Schedule - ?Services? means the services as specified in Schedule to this Contract to be provided by the, Supplier to the Purchaser, including but not restricted to the installation, testing, commissioning, handover, support and maintenance and retuning of the System; - "Software" means any specifically written software, Contractor software and the third party software including any modifications, amendments, corrections, new releases and enhancements made to such software pursuant to the operation of the System, as defined in the Specification; 0 ?Specification? means the document included in Schedule to this Contract; 0 "Supplier" means Cobham Tactical Communications and Surveillance Limited; a ?Staff? means all persons employed by the Supplier to perform its obligations under the Contract together with the Supplier?s personnel, servants, agents, suppliers and sub-contractors used in the performance of its obligations under the Contract; 0 ?System? means all the Equipment, Goods, Materials and Software required for it (the ?System?) to fully operate and function, as detailed in the Specification; and ?'SchedLEA Terms and Conditions of Contract page 2? 0 ?Termination Notice Period? is 90 days up to the "Go Live Date? and shall revert to 30 days thereafter. 2. INTERPRETATION 2.1 [n this Contract unless otherwise provided: words in the singular include the plural, the masculine includes the feminine and the neuter and vice versa; references to any Act, statute, enactment, order, regulation, statutory instrument or other similar instrument shall be construed as references to the Act, statute, enactment, order, regulation, statutory instrument or other instrument as amended from time to time; references to Clauses shall be construed as references to clauses in these Conditions of Contract; references to any person shall include natural persons and partnerships, firms and incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assignees or transferees; headings are included in this Contract for ease of reference only and shall not affect the interpretation or construction of this Contract. 3.1 The Contract will commence on the Commencement Date and will continue fr the Contract Term unless extended or terminated in accordance with this Contract. 3.2 This Contract may be extended at the sole discretion of the Purchaser for any number ofperiods totalling one Extension Period, provided a notice of extension has been served on the Supplier no (later than three months' prior to the Expiry Date. The provisions of the Contract will apply throughout any such period of extension subject to any variation of price pursuant to this Contract. d. THE SERVICES - -- . .. . i a 4.1 The Supplier shall supply the Services to the Purchaser in accordance with the Contract on time and to the satisfaction of the Purchaser. 4.2 The Purchaser may by written notice require the Supplier to execute the Services in such order as the? Purchaser may decide. 4.3 The Supplier shall perform the Services in accordance with the Contract with the reasonable skill, care and diligence of a properly qualified and competent Supplier experienced in executing such Services on projects of a similar size, scope, time scale and complexity as this Contract and in a workmanlike manner and to the satisfaction in all respects of the Purchaser. 5.1 The Supplier shall make no delivery of materials, plant or other things nor commence any work on the Premises without obtaining the Purchaser?s prior consent which shall not be unreasonably withheld. 5.2 Access to the Premises shall not be exclusive to the Supplier but only such as shall enable it to carry out the Services concurrently with the execution of work by others. The Supplier shall co-operate v'vith such others as the Purchaser may reasonably require by notice. 5.3 All equipment and materials brought on to the Premises shall be at the risk of the Supplier and the Purchaser shall have no liability for loss of or damage to any equipment or materials unless the Supplier is able to demonstrate that such loss or damage was caused by the negligence of the Purchaser. 5.4 On completion of the Services the Supplier shall remove its plant, equipment and unused materials and shall clear away from the Premises all rubbish arising out of the Services and leave the Premises in a neat and tidy condition. 5.5 The Supplier shall obtain the Purchaser?s prior approval before introducing new methods or systems in providing the Services. Schedule A Terms and Conditions of Contract . ?Page 3? PERSONNEL r: - i 6.1 The Supplier shall comply with the rules, regulations, policies, procedures and requirements in force at the Premises. 6.2 The Supplier warrants and represents that all Staff assigned to the performance of the Services shaT possess and exercise such qualifications, skill and experience as are necessary for the proper performance-of the Services. 6.3 The Purchaser may require the Supplier to produce such documentary or other evidence?as may be required to establish that management, supervisory and other staff employed by the SUppl?ier are quaiified and fully competent to perform duties under the Contract. KEY PERSONNEL - . ii 7.1 Key Personnel shall not be released from providing the Services without the agreement of the Purchaser, except by reason of long-term sickness, termination of employment and other extenuating circumstances. 7.2 Replacement Key Personnel shall not be appointed until the Purchaser has agreed to the replacement. Any replacement Key Personnel shall be of at least equal status or of equivalent experience and skills to the Key Personnei being replaced and be suitable for the responsibilities of that person in relation to the Services. 7.3 The Supplier shall ensure that there is no adverse impact on the Services provided Purchasers caused by a change in Key Personnel. SECURITY The Supplier shall adhere to the security requirements included in this Contract. 3.1 8.2 The Supplier shall ensure that all of its Staff who are proposed to carry out work at the Premises shall hold a Disclosure Scotland certificate that is no more than 12 months old from the date of issue by Disclosure . Scotland at the time they carry out work and at the Disclosure Level notified to the Supplier'by the Purchaser. The Supplier shall be responsible for obtaining the Disclosure Scotland certificates. The Supplier shall retain copies of.? the Disclosure Scotland certificates and shall submit them to the Purchaser at the Purchaser?s request. 8.3 The Supplier shall ensure that any of its Staff who are proposed to carry out Work at the Premises shall obtain an updated Disclosure Scotland certificate whenever requested to do so by the Purchaser. 8.4 The Supplier shall inform the Purchaser in writing within 7 days of the Supplier becoming aware of any criminal charge or new criminal conviction or any other event that may affect the validity of the Disdosure Scotland certification of any of its Staff. The Supplier shail ensure that each member of its Staff is. contractually obliged via their terms of employment to inform timeousiy the Supplier of any criminal charge or new criminal conviction or any such other event. The Supplier shall ensure that any such member of its Staff does not provide the Services until the Purchaser has provided approval. 8.5 The Supplier shall ensure that it has a suitable number of Staff with valid Disclosure Scotland certification at any given time to ensure continuity of Services provision. 8.6 if and when instructed to do so by the Purchaser, the Supplier shall give to the Purchaser a list of names of all persons who are or may be at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the Purchaser may reasonably require. 8.7 The Purchaser may issue security passes for members of the Supplier?s Staff and representatives of the Supplier whose names are provided by the Supplier and for representatives of the Supplie?r.visiting the Premises for the purposes of admission to the Premises and, where the Purchaser does so, a member of Staff or a? representative shall not be admitted to the Premises unless the said security pass is produced by thelmember of Staff or representative to security or other staff employed by the Purchaser. Security passes .shali. remain the property of the Purchaser and shall be surrendered on demand or termination of the Purchase Order. 8.8 The Supplier shall take the steps reasonably required by the Purchaser to prevent unauthorised persons. being admitted to the Premises. If the Purchaser gives the Supplier notice that any person is not?to be admitted to or is to be removed from the Premises or is not to become involved in or is to, be removed-from involvement in the performance of the Contract, the Supplier shall take all reasonable steps to comply with such notice and if required Schedule A Terms and Conditions of Contract page 4 by the Purchaser the Supplier shall replace any person removed under this Clause with another suitably qualified person and procure that any security pass issued to the person is surrendered. 8.9 be final and conclusive. The decision of the Purchaser as to whether any person is to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Contract and as to whether the Supplier has furnished the information or taken the steps required of him by this Clause shall 8.10 I The Supplier shall bear the cost of obtaining any certificates or other securit notice, instruction or decision of the Purchaser under this Clause. approvals and for any 8.11 9.1 interest which may arise or has arisen. Personal communication devices are not permitted within prisons. This includes equipment with Bluetooth connections, or which enables wireless connection to the internet or mobileIp?hone networks, mobile phones, Blackberries, PDAs (personal organisers), laptop computers, i?pod Touch outwith the prison precincts, or must be handed in at the prison gate upon entry. etc. All 'such devices must be left The Supplier shall take appropriate steps to ensure that neither the Supplier nor any Staff is placed in a position where, in the opinion of the Purchaser, there is or may be an actual or potential conflict between the pecuniary or personal interests of the Supplier and the duties owed to the Purchaser under the provisions of the Contract. The Supplier will immediately disclose in writing to the Purchaser full particulars of any such conflict of 9.2 10 10.1 QUALITY stated by the Purchaser. The Supplier shall operate a quality management system for providing the Servie by the Specification or later by the Purchaser. The quality mana The Purchaser reserves the right to terminate the Contract immediately by notice in writing and/or to take such other steps it deems necessary where, in the opinion of the Purchaser, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Purchaser under this Contract. The actions of the Purchaser pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Purchaser. where this is require gement system shall comply with the requirements 10.2 quality management system. 10.3 the report. i bFToocuME?tsi?T :11: - 11.1 Contract. 12 12.1 including altering or adding items to the Specification. INSTRUCTIONS CHANGE TO CONTRACT REQUIREMENTS 13.1 any part of the Services. The Purchaser may instruct the Supplier on any aspect of the Services to be provided to The Supplier shall comply with an instruction from the Purchaser to correct a failure to.comply with the The Purchaser will carry out spot checks and full assessment visits periodically for ,the purposes of monitoring the Supplier's progress in implementing the quality management system. Notic?'of full assessment visits will be given at least one working day before the visit. Spot checks may take place at any time. During such assessment visits or spot checks all documentation reasonably required by the Purchaser shall be made available to it. The Purchaser will provide a written report to the Supplier following such assessment visits or spot checks. The report will comment on standards, adherence to the quality management system and will note any improvements required. The Supplier shall be obliged to implement such improvements within such period as shall be specified in The Supplier shall return all documentation and information (generated for the purposes ofthe Contract), and shall ensure that all electronic copies of the information are removed from all computer systems, which it holds in relation to the Contract, whenever requested to do so by the Purchaser, or upon termination of the The Purchaser may from time to time by written notice to the Supplier order any variation or addition to 13.2 The Supplier shallable, accommodate instructions to vary the Services? without changes Schedule A Terms and Conditions of Contract Page 5 to the Prices. In the event that the change cannot be managed within the existing Prices then the Supplier may request an amendment to the Prices and the Supplier shall provide to the Purchaser a clear statement with satisfactory evidence explaining why the Prices should be amended. 13.3 The Purchaser shall notify the Supplier of its decision to accept or reject the Prices amendment request as soon as it is reasonably practical. Whenever possible the Supplier shall carry out the change request with immediate effect with no changes to the Prices, irrespective of the fact that the Purchaser has not made a decision. 13.4 In the event that the Purchaser accepts the Prices amendment the Contract will be amended accordingly and the Supplier shall carry out the variation and be bound by the same provisions so far as is applicable as though such variation was stated in the Contract. 13.5 In the event that the Purchaser rejects the Prices amendment, then the change request shall be disregarded and the parties shall continue to perform their obligations under the Contract without the variation. soPPuER's STATUS - . . 15.1 In carrying out the Services the Supplier shall be an independent supplier and nothing in the Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Purchaser and the Supplier and accordingly neither party shall be authorised to act in the name of,? or on behalf of] or otherwise bind the other party save as expressly permitted by the terms of the Contract and the Supplier shall not (and shall procure that its Staff do not) say or do anything that might lead any other person to believe that the Supplier is acting as the agent of the Purchaser. HEALTH AND SAFETY The Supplier shall adhere to the health and safety requirements included in this Contract. 16.1 :1 I whammy: .7 - '1 1?.1 The Supplier warrants and represents that: the Supplier has the full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Supplier. the Supplier shall discharge all its obligations and comply with all requirements of the Contract with all due skill, care and diligence including but not limited to good industry practice. all obligations of the Supplier pursuant to the Contract shall be performed and rendered by appropriately experienced, qualified and trained Staff with all due skill, care and diligence. - the Supplier shall make good any defect required to ensure compliance with the Contract at his own - expense and in accordance with good industry practice. In the event that compliance cannot be achieved then the. Supplier shall be in breach of Contract. 13 --oiscaiMima;ttom-' 18.1 The Supplier shall not unlawfully discriminate either directly or indirectly on grounds of the nine protected characteristics and prohibited conducts indicated in the Equality Act 2010, and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of any equivalent law, enactment, order or regulation. 19 PRICE Ii. .. 19.1 The Price for the Goods shall be as specified in Schedule to this Contract. In the event that the Contract is to be extended the Purchaser shall, on or before the service of a notice of extension, enter into good faith negotiations with the Supplier (for a period of not more than 30 working days) to agree any variation in the Prices. 19.2 If the parties are unable to agree a variation in the Prices, the Contract shall terminate at the Expiry Date. 19.3 If a variation in the Prices is agreed between the Purchaser and the Supplier, the revised Prices will take effect from the first day of any period of extension and shall apply during that period. PAYMENT The Purchaser will pay the Supplier the Prices for the provision of Services supplied 20.1 in accordance with Schedule A Terms and Conditions of Contract Page 5 the Contract subject to the satisfactory provision of the Services and in accordance with the Service Levels. 20.2 Unless otherwise stated in the Contract, payment wili be made within 30 days of receipt and agreement of invoices, submitted in arrears, for Services completed to the satisfaction of the Purchaser. 20.3 Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net'extra charge. 7 :5 it" at 21.1 Wherever under this Contract any sum of money is recoverable from or payable by the Supplier, that sum may be deducted from any sum then due, or which at any later time may become due, to the Supplier under this Contract or under any other agreement or contract with the Purchaser. 22. seen 22.1 The Supplier shall keep and maintain full and accurate records of the Contract including all financial transactions made in connection with the Contract while it remains in force and for a minimum of the Audit Period after it has expired or been terminated. The Supplier shall on request provide the Purchaser or its representatives, Audit Scotland and such other persons as the Purchaser may reasonably specify from time to t-ime with access to these records. The Supplier shall on request provide the Purchaser or its representatives, Audit Scotland and such other persons as the Purchaser may reasonany specify from time to time with access to such Purchase Orders and other records relating to that Purchaser as may reasonably be specified from time to time. Pavn?eu? :x :2 3' ii 23.1 The Supplier shall not, and shall procure that its Staff shall not, offer or give or agree to give any person any. gift or consideration of any kind as an inducement or reward in relation to this or any other contract and warrants that it has not given or agreed to give any person any such gift or consideration. 23.2 The Supplier must not commit or attempt to commit any offence in its activities relating to the Contract or any other contract with the Purchaser: under the Bribery Act 2010 (or equivalent Act); or of fraud, uttering or embezzlement at common law. 23.3 Breach ofthis Clause 25 is a material breach for the purposes of Condition 35.2, Termination. continue in full force and effect. 25.1 The failure of either Party to insist upon strict performance of any provision of this Contract, or the failu of either Party to exercise, or any delay in exercising, any right of remedy to which it is entitled shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by this Contract. 25.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other? party in writing. 25.3 A waiver of any right or remedy arising from a breach of this Contract shall not constitute a waiver-of any right or remedy arising from any other or subsequent breach of this Contract. 26 prim-rs, i??oj i . . 26.1 All lnteliectual Property Rights in any guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material: furnished to or made avaiiable to the Supplier by or on behalf of the Purchaser shall remain the property ofthe Crown; prepared by or for the Supplier for use, or intended use, in relation to the performance of the Contract shall belong to the Crown and the Supplier shall not, and shall procure that its Staff shall not, (except when Schedule A Terms and Conditions of Contract Page 7 necessary for the implementation of the Contract) without prior approval, use or disclose any such Intellectual Property Rights. 26.2 The Supplier shall obtain approval before using any material, in relation to the performance of the Contract which is or may be subject to any third party Intellectual Property Rights. The Supplier shall procure that the owner of the rights grants to the Purchaser a licence, or if itself a licensee of those rights, shall grant to the Purchaser an authorised sub-licence, to use, reproduce, and maintain the material. Such licence or. sub?licence shall. be non?exclusive, perpetual, royalty?free and irrevocable and shall include the right for the Purchaser to sub- license, transfer, novate or assign to other members of the Crown, any replacement?Su'pplier or to any other third party providing services to the Purchaser, and shall be granted at no cost to the Purchaser. 26.3 The Supplier shall not infringe any intellectual Property Rights of any third party and the Supplier shall indemnify and keep indemnified the Purchaser against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Purchaser may suffer or incur as a result of or in connection with any breach of this Clause, except where any such claim relates to: items or materials based upon designs supplied by the Purchaser; and the use of data supplied by the Purchaser which is not required to be verified by the Supplier under any provision of the Contract. 26.4 The Purchaser shall notify the Supplier in writing of any claim or demand brought against the Purchaser for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. 26.5 The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier: shall consult the Purchaser on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Purchaser; and shall not settle or compromise any claim without the Purchaser?s prior written" consent (not to be unreasonablywithheld ordelayed). - - - 26.6 The Purchaser shall at the request of the Supplier afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Purchaser or the Supplier for infringement or alleged infringement of any Intellectual Property Right in connection with the performance of the Contract and shall indemnify the Purchaser for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. 26.7 The Purchaser and/or Supplier shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Purchaser or the Supplier in connection with the performance of the Contract. 26.8 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier may at its own expense and subject to the consent of the Purchaser (not to be unreasonably withheld or delayed) either: modify any or all of its performance under this Contract without reducing the performance or functionality of the same, or substitute alternative performance under this Contract of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply with any necessary changes to such modified Contract or to the substitute performance under this Contract; or . procure a licence to use and provide the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Purchaser whose interests may be affected. - 26.9 At the termination of the Contract the Supplier shall at the request of the Purchaser immediately return to the Purchaser all materials, work or records held, including any back~up media (generated for the purposes of Schedule A Terms and Conditions of Contract Page 8 the Contract) . 26.10 The provisions of this Clause shall apply during the continuance of the Contract and indefinitely after its expiry or termination. INDEMNITYAND msunmce 7 "i 27.1 Without prejudice to any other rights or remedies of the Purchaser, the Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any loss or damage which may result directly 'or indirectly from any negligent or wrongful act or omission of the Supplier in carrying out the Services for the Purchaser under this Contract. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Purchaser or by breach by the Purchaser of its obligations under the Contract. I 27.2 The Supplier shall have in force and shall require any subcontractor to have in force: Employer?s liability insurance in accordance with any legal requirements for the time being in force; and Public liability insurance against liability in the sum of not less than the Public Liability Amount for any one incident and unlimited in total, unless otherwise agreed by the Purchaser in writing; and Product Liability insurance (incorporating any professional indemnity) in the sum of not less than the Product Liability Amount for any one incident and unlimited in total, unless otherwise agreed by the Purchaser in writing. 27.3 If requested, the Supplier shall provide the Purchaser with evidence that all required insurance policies are in place and are current. 27.4 If the Supplier fails to give effect to and maintain the insurances required by this Contract the Purchaser may make alternative arrangements to protect its interests and may recover the costs of such the Supplier. 27.5 The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Contract. 27.6 Where the Supplier comprises more than one person, the obligations and liabilities of the Supplier under this Contract shall be the joint and several obligations of those persons. CONFIDENTIALITY .. 28.1 The Supplier shall comply with, and shall ensure that its Staff comply with, theOfficial Secrets Acts 1911 to 1989. 28.2 The Supplier shall keep secret and not disclose and shall procure that its Staff keep secret and do not disclose any information of a confidential nature obtained by reason of this Contract except information which is in the public domain otherwise than by reason of a breach of this provision. 28.3 The Supplier acknowledges that the Purchaser is subject to the requirements of the Freedom of Information (Scotland) Act 2002 and the Environmental Information (Scotland) Regulations 2004 and shall facilitate the Purchaser?s compliance with the information disclosure requirements pursuant to the same. The Purchaser may disclose information in compliance with that Act or those Regulations, any other law, or as a consequence of judicial order, or order by any court or tribunal with the authority to order disclosure. Further the Purchaser may also disclose all information received to the Scottish or United Kingdom Parliament or any other department, office or agency of Her Majesty?s Government in Scotland, in right of the Scottish Administration or the United Kingdom, and their servants or agents. Such disclosures shall not be treated as a breach of this Contract. 28.4 The provisions of this Clause shall apply during the continuance of the Contract and indefinitely after its expiry or termination. Schedule A Terms and Conditions of Contract Page 9 PUBLICITY T'i' 29.1 The Supplier shall not make any statement relating to the Contract or publicise the terms of the Contract in any way without the prior written consent of the Purchaser. 29.2 The provisions of this Clause shall apply during the continuance of the Contract and indefinitely after its expiry or termination. DATA PROTECTION ACT . 30.1 The Supplier?s attention is hereby drawn to the Data Protection Act 1998 ("the Act") 30.2 The Supplier undertakes to comply in all respects with the provisions of the Act and any equivalent or associated legislation in relation to all personal data collected and/or processed by the Supplier in? the provision of the Services and shall not do anything or permit anything to be done which might lead to a breach of that Act or the equivalent or associated legislation. 30.3 Without prejudice to the foregoing, the Supplier undertakes:- i to use all personal data referred to above strictly for the purposes of providing the Services in accordance with the terms of this Contract and shall not use such personal data for any other purpose whatsoever; to have in place appropriate technical and organisational measures to ensure the security of the personal data (and to guard against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data); not to delete, destroy or remove any of the data without the prior written consent of the Purchaser; provide the Purchaser with such information as is reasonably required to ensure that the Supplier is complying with its obligations under the Act; ensure that it does nothing knowingly or negligently which places the Purchaser in breach of their obligations under the Act. 30.4 The provisions of this Clause shali apply during the continuance of the Contract and indefinitely after its expiry or termination31.1 The Supplier shall immediately inform the Purchaser of any actual or potential industrial action whether such action be by their own Staff or others which affects or might affect its ability at any time to perform its obligations under this Contract. 31.2 In the event of industrial action the Supplier shall remain responsible forall of its obligations under this Contract. 31.3 In the event that the Supplier fails to meet any or all of its obligations under this Contract due to industrial action, then the Purchaser shall deduct from the Prices any additional coSts it incurs in having to provide or ensure the continuity of the provision of Services. - REMEDIES CUMULATIVE . . 32.1 Except as otherwise expressly provided by the Contract, all remedies available to the Purchaser for breach of this Contract are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. DEFAULT NOTICES . 33.1 Without prejudice to the Purchaser's rights of termination under this Contract, the Purchaser may issue the Supplier with a notice of Default where the Purchaser considers that Default has occurred. The notice of Default shall include the date and a description of the Default, as well as the Purchaser?s required remedy and the time period within which the remedy should be completed. Where the required remedy has not been completed Schedule A Terms and Conditions of Contract Page 10 within the time period stipulated by the Purchaser, the Purchaser may undertake the Contract itself, or engage a third party to do so and recover the full costs of such action from the Supplier, or issue a notice of termination in accordance with the provisions of this Contract34.1 The Supplier shall notify the Purchaser in writing upon the occurrence of any of the following events: there is a change of control (as defined by section 416 of the Income and Corporation Taxes Act 1988) of? the Supplier; or the Supplier passes a resolution that it be wound?up, or a Court makes an order that the Supplier be wound?up, in either case otherwise than for the purposes of reconstruction or amalgamation, or circumstances arise which would enable a Court to make such an order; or an administrator, manager or receiver is appointed to the Supplier or over all or any part of the property which may, from time to time, be comprised in the property and undertaking of it, or circumstances arise which would entitle a Court to appoint such an administrator, manager or receiver or the Supplier makes any composition or arrangement with or for the benefit of its creditors, or makes any conveyance or assignment for the benefit of its creditors; or the Supplier makes voluntary arrangements for a composition in satisfaction of its debts or a scheme or arrangements of its affairs or is otherwise unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or . the Supplier becomes bankrupt or shall have a receiving order or administration order made against him or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of section 123 of the Insolvency Act 1986 shall become apparently insolvent with'in_the meaning of the Bankruptcy (Scotland) Act 1985, or any application shall be made under the Bankruptcy or Insolvency Act for the time being in force for sequestration of its estate or a trust deed shall be granted by him on behalf of its Creditors; or any events similar to those described above occurs under the law of any other jurisdiction to which the Supplier is subject. 34.2 On the occurrence of any of the events described in Clause 34.1 above and without prejudice to any other right or remedy which the Purchaser may have, the Purchaser may terminate the Contract by written notice to the Supplier with immediate effect. 34.3 Without prejudice to the Purchaser?s other rights of termination under this Contract, the Purchaser may terminate the Contract by written notice to the Supplier with immediate effect if the Purchaser determines in their sole opinion that the Supplier has constantly failed to achieve Service Levels in accordance with the Contract. 34.4 Without prejudice to the Purchaser?s other rights of termination under this Contract, the Purchaser may terminate the Contract by written notice to the Supplier with immediate effect in the event that the Supplier commits a Default and: the Default is capable of remedy and the Supplier has failed to remedy the Default as required by this Contract; or the Default is not in the opinion of the Purchaser capable of remedy. 34.5 Where the Purchaser terminates the Contract in accordance with this Clause 34 (except clause 34.6), the Purchaser may recover from the Supplier the amount of any loss suffered by the Purchaser resulting from termination, including the cost reasonably incurred by the Purchaser of making other arrangements for the provision of the Services. 34.6 Without prejudice to the Purchaser?s other rights of termination under this Contract, the Purchaser may terminate the Contract at any time by giving a minimum of the Termination Notice Period. 34.7 Termination in accordance with this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either the Supplier or the Purchaser. Schedule A Terms and Conditions of Contract Page 11 34.8 On Termination, the Supplier will not accept any further Purchase Orders under the Contract and will do_ no further work under the Contract other than as instructed in writing by the Purchaser. ASSIGNATION AND SUB-CONTRACTING 35.1 The Supplier shall not assign or sub?contract or otherwise transfer by any meanswhatsoever any rights or other interest or obligations which it may have in or under the Contract without the pribr written consent of the Purchaser. 35.2 No assignation, sub-contracting or other disposal or transfer of any'right or interest or obligation which it may have in or under the Contract by the Supplier shall have the effect of relieving it of the responsibility to. perform any duty, function, liability, obligation or responsibility owed to the Purchaser in terms of the Contract, notwithstanding that the Purchaser has agreed to such assignation, sub-contracting or other disposal or transfer. The Supplier shall remain at all times bound to fully implement the terms of the Contract and shall be liable for the acts and omissions of its assignees and sub?contractors as if they were acts and omissions of the Supplier. 35.3 The Supplier shall provide the Purchaser with a copy of any deed or agreement formally recording any assignation, subucontracting or other disposal or transfer of any right or interest or obligation which it may have in or under the Contract if requested to do so in writing. 35.4 Where the Supplier enters into any sub-contract in respect of the performance of the Services, it shall cause a term to be included in such sub?contract which requires payment to be made to the subcontractor by the Supplier of all sums due by the Supplier in terms of such sub-contract within a specified period not exceeding 30 days from receipt by the Supplier of a vaiid invoice in respect thereof from the sub?contractor. 37 NOTICES i ifikf 37.1 Except as otherwise expressly provided within the Contract, any notice given under or pursuant to the Contract must be in writing. 37.2 Any notice issued in terms of this Contract shall be sent by hand, post, recorded delivery or electronic communication (as defined by the Electronic Communications Act 2000). Such notices shall be addressed to the other party in the manner shown in this Contract, or to such other address as the party may by notice to the other have substituted. Notice shall be deemed to be given on the day when in the ordinary course of the-means of transmission it would have been received by the addressee in normal business hours. DISPUTE RESOLUTION . . 1 . 38.1 Where there are any differences or questions between the Purchaser and Supplier with respect to any matter or thing arising out of or relating to the Contract, other than a matter or thing as to which the decision of the Purchaser is under the Contract to be final and conclusive, the parties shall in good faith attempt to reach agreement through discussion within a period of no more than the Dispute Resolution Period. The parties may choose to alter the time required. 38.2 Where no agreement can be reached through discussion, the parties shall refer the matter to a single arbiter to be mutually agreed and chosen by the parties for that purpose or if the parties are unable to agree as to the appointment of an arbiter, chosen by the President for the time being of the Law Society for Scotland on the application of either party. Any such reference to arbitration shall be deemed to be an agreement to refer to arbitration within the meaning of the Arbitration (Scotland) Act 1894. 38.3 The Supplier shall ensure that it continues to meet all of its contractual obligations and the Purchaser undertakes to continue to pay for all undisputed elements of the Services during any ongoing dispute. as INSPECTION or PREMISES AND NATURE OF SERVICES - 39.1 The Supplier is deemed to have inspected the Premises before tendering so as to have understood the nature of the requirements in relation to the Goods to be supplied and satisfied himself in relation to all matters connected with the Premises including means of communication and access. No claim by the Supplier for additional payment will be allowed on the grounds of any misunderstanding or misinterpretation. in respect of any such matter. Nor shall the Supplier be released from any risks or obligations imposed on him or undertaken by him under the Contract on any such grounds; or on the grounds that he did not, or could not, foresee any matter which might affect, or have affected, the provision of the Goods. GOVERNING LAW "ii . . .. 40.1 This Contract shall be governed by and construed in accordance with Scots law and the Supplier hereby Schedule A Terms and Conditions of Contract Page 12 irrevocably submits to the jurisdiction of the Scottish courts. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Purchaser to take proceedings against the Supplier in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any otherjurisdiction, whether concurrently or not. commence on his -- 41.1 The Supplier shall, in supplying the Services and all other obligatis incumbent upon ofth Contract, comply in all respects with, and shall ensure its Staff comply with, all relevant legislation (including statutory instruments, orders, rules and regulations) and ail relevant byelaws, regulations, rules or orders made by any appropriate local or regulatory authority or body as may from time to time be applicable. 41.2 if the cost to the Supplier of the performance of this Contract shall be increased by reason ofthe making after the date of this Contract of any relevant law or any relevant order, regulation or bye?law having the force of law that shall be applicable to this Contract the amount of such increase shall be bo?rnelby the Supplier except where the relevant law, order, regulation or bye?law having the force of law is specific to the Purchaser and/or the provision of the Services in which case the terms of clause 13 shall apply42.1 The Supplier shall not, without approval, either during the Contract or within one year of its expiry or termination howsoever arising either: solicit the employment of any of the staff of the Purchaser; offer to engage or employ any member of the staff of the Purchaser with whom the Supplier shall have had dealings in connection with this Contract. 42.2 No breach of Clause 42.1 shall be deemed to have occurred where an individual becomes an employee of the Supplier as a result of a response by that individual to an advertisement placed by, or on behalf of, the Supplier where it is apparent that the principle purpose of the advertisement was not the solicitation or recruitment of members of the Purchaser?s staff and the advertisement was equally likely to attract applications from individuals who were not members of the Purchaser?s staff. 43 .-.. -.T i? . .- .. 43.1 Nothing in this Contract shall be construed as creating an exclusive arrangement with the Supplier for the provision of Services as specified in this Contract and the Purchaser specifically reserves the right to enter into any other agreement for the provision of those Services. .44? 5 7 . as. 44.1 All Materials shall be of new manufacture and the Supplier shall demonstrate to the E5 ate Manager?s satisfaction that the Materials so conform and are fit for their intended purpose. Any approval does not constitute a waiver by the Purchaser of any rights or remedies and does not remove the Supplier's liability to provide the Services in accordance with the Contract. 44.2 The Supplier will permit the Purchaser or his authorised representatives to make any tests be may reasonably require on any Materials intended to be used as detailed in Schedule B. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections will constitute a waiver by the Purchaser of any rights or remedies in respect of the Services and, in particular, the Purchaser retains the right to reject the Services. 7,77,, 1,27% 45.1 if there is any ?055 or damage caused to Goods, Equipment, the System or the Establishment in relation to the Contract (including any Materials provided by the Purchaser), whatever the cause, the Purchaser may: (1) if caused by the Supplier, require the Supplier without delay to reinstate, replace or make it good to the satisfaction of the Purchaser; or (2) in the event that the Services can no longer be effectively provided (without prejudicing any other power to do so) terminate the Contract. 45.2 If the Purchaser requires the Supplier to reinstate, replace or make good any such loss or damage in accordance with 45.1 (1), the Supplier must bear the cost of doing 30, except that the Purchaser must pay him (as I Schedule A Terms and Conditions of Contract Page 13 appropriate) the whole or a reasonable proportion of the cost of making good any loss or damage wholly or partly caused by the neglect or default, action or inaction of any third party, or a servant of the Crown acting in the course of his official duties. 46.1 The Supplier shall guarantee the Goods and the Material for the Guarantee Period. if the Purchaser shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of?any defect in any of the Goods or Equipment as may have arisen during such guarantee period under prOper and normal use and any use described in this Contract, the Supplier shall (without prejudice to any other rights and remedies which the Purchaser may have) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect) without cost to the Purchaser. 46.2 The Supplier shall guarantee for a further 6 months from the date of making good any Goods or Materials repaired or replaced under this Clause. 46.3 In the case of default, the Purchaser may provide labour and/or Materials or enter into a Contract to make good such defects and all costs and expenses consequent thereon shall be borne by the Supplier'and shall be recoverable from the Supplier by the Purchaser. End of Schedule A Schedule A Terms and Conditions of Contract Page 14 THE SCOTTISH MINISTERS PROVISION OF MOBILE PHONE DENIAL TECHOLOGY (GRABBING) PILOT HM PRISON SCHEDULE SPECIFICATION CONTRACT NUMBER 01185A This is Part 1 Schedule referred to in the foregoing Contract number 01185A between the Scottish Ministers and Cobham TCS Limited Part 1 of Schedule - SPECIFICATION BACKGROUND . .. . g. The Scottish Prison Service ISPS) is an Agency of the Scottish Government Justice Department, with a Headquarters based in Edinburgh. The SPS currently operates 16 prison Sites throughout Scotland, and currently manages a daily population ofapproximately 8,000 prisoners. I The SP5 is planning the implementation of the provisions of The Prisons (interference with Wireless Telegraphy) Act 2012 in Scotland, by deploying mobile phone denial technology - the System in 2 pilot sites within the current financial year 2013/2014. The ?grabbing? System shall be installed and operational, at HM Prison Shotts, by 14th March 2014. 1. PILOT SITE 2 - OVERVIEW The Prison is of modern modular concrete and steel cell design with individual enclosed wings on 4 ievels over 2 house blocks; there is also a separation facility. The 'System? must provide coverage to these 3 buildings and the cells and areas therein: 0 There are 540 cells in total (270 each house block) all with service ducts serving 2 adjacent celis. The cell windows do not open but fresh air is provided through meshed grills in the window frames. There is also a large ventilated window at either end of the shaped wings. There are, also additional prisoner activity areas within the centre area of the wing. There are 14 cells in the separation facility, which is adjacent to the 2 large house blocks . 2.1 Geographical Coverage The Supplier shall ensure that the System: 0 fully covers the 2 large houseblocks and the separation facility, including the areas within these buildings. 0 covers at least 2 metres in all directions from any cell window, within the 2 houseblocks and the separation facility. 2.2 Functional Requirements The Supplier shall ensure that the System: a shall be inaccessible to all prisoners. 0 provides 24/7 continuous signal denial. a has signal spectrums including 26 36 frequency ranges 1800MH2 2100MH2 GSM the System must operate across all frequencies simultaneously (Part 20f this Schedule refers). 0 Signal spectrums covered include 46 LTE 2600MH2 and also 46 LTE in the conventional 26 3G spectrums listed above. 0 must 'grab? on all frequencies but not combining with ?blocking? of 3G signals. operates simultaneously on all GSM and UIVITS networks, which can be expanded or modified to meet changes in the prison estate at the site, e.g. any structural changes. 0 allows authorised mobile phone use within the prison during emergencies. a can be easily disabled and restarted by the Purchaser. a will not deny access to the mobile networks of any device outside the prison perimeter wall/fence. - has the ability to be adjusted to reflect changes by the Mobile Network Operators, including but not limited to, installation of new masts, changes to the spectrum/bands, installation of a new antenna, relocation of an antenna, changes in power outputs from the neighbouring base station and changes to network parameters such as cell ID or LAC codes and re?configuration of signals within the capabilities of the equipment supplied and that achieves Go?Live Date. 0 is adjusted to reflect changes in the mobile networks. 0 must ensure signal denial during network signal fluctuations and must not allow leakage beyond the prison perimeter when dynamically adjusted signal power output is used. 0 Must not interfere with authorised prison communications, e.g. staff radios, staff alarms, etc. Is as automated as can reasonably be expected. Is powered via AC 110 to 220V mains connection. The power connections, operation and functionality of any part of the system must not be affected by any electrical interference. 0 Functions with 13 amp power supply requirements (to be provided by SP5). 0 must comply with all relevant health safety requirements to ensure that it is safe for staff, visitors, and prisoners. This includes the European directives and International standards for human exposure to EM?fields, the safety requirements for information technology and radio transmitting equipment, and the Health and Safety at Work Act 1974. a must fully comply with the Memorandum of Understanding (MOU) technical annexes, which are provided in Part 3 of this Schedule B. 2.3 Outputs The Supplier shall ensure that the System: 0 provides in excess of 95% coverage in any cells. - Provides in excess of 90% coverage in communal areas within the houseblocks, and separation facility and 2Metres external to the 3 buildings. 0 Has the capacity to allow, a minimum, of 50 active mobile phones operating simultaneOusly with the Site, to be denied access to the networks. 0 gives an automatic alarm if it is inoperable for any reason. 0 records all communication that has been 'denied? and can produce management reports (ad hoc and standard), based on the elements immediately below; 0 when denying a communication, provides and records at least the following key data: 0 date and time of connection; 0 llViEl numbers; 0 Frequency of signal detected; 0 the network operator frequency used; and. 0 Location (where possible) 0 has an access/ control mechanism that allows it operated on site and remotely. 0 has the ability to record the content of any communication (voice, text or data) that has been intercepted - this function must be disabled. 0 has a centralised data collection point within the Site (location to be confirmed), that records and retains the data, via a linked network (cable or wireless). 0 has appropriate security controls and protocols, to ensure access is only permitted by the Purchaser?s authorised staff only. 3.1 The Supplier shall ensure that they respond to all faults within 24 hours or the next working day (Monday Friday), whichever is the greater. 3.2 Thereafter, the Supplier ?x the reported within 24 hours of acknowledging the fault. 3.3. The Supplier guarantees that all faults shall be fixed within a maximum of 2 working days from the date they are reported to the Supplier. 3.4 Should it be unlikely that the Supplier shall complete any non?critical faults within the period specified in 3.3, the Supplier may approach the Purchaser for an extension to time, which they can accept or reject. 3.5 The Contract anticipates that nearly all fault fixes shall be executed remotely by the Supplier. 4. SOFTWARE UPDATES, NEW RELEASES 81 RETUNING 4.1The Supplier shall provide Software updates or upgrades, such as any new releases or versions of Software or firmware releases or fault fixes, and equipment repair or replacement will be provided as part of the support contract the Purchaser will not pay on a per release or repair basis). The Supplier shall ensure that: 0 Any Software or firmware updates, upgrades, new releases or versions probosed for" use within the System following the Go Live date have been subject to appropriate testing by the Supplier; and The Supplier obtains the Purchasers prior agreement before enacting Software changes to the System. 4.2 At the request of the Purchaser, the Supplier shall undertake a retuning of the System for any notification to a change in the local network that has a direct impact on the System performance and safeguards. (It is expected that any retuning shall be undertaken remotely by the Supplier.) 5. ?li'lil'ARRAl?ilT'I?I 5.1 The Supplier shall ensure that the System shall successfully function for greater than 5 years from the Go Live date, in accordance Section 2 "The System?. 5.2 The Supplier shall ensure that the System is fully covered by the manufacturer?s warranty (labour and spare parts) for at least a minimum period of5 years form the Go Live date. 6. PROJECT MANAGER 6.1 The Supplier shall: 0 Provide a Project Manager (who shall be considered as 'Key Personnel?) to take overall responsibility for the work, all installations, any other associated works executed by the Supplier or any sub?contractor of the Supplier for the project; 0 Ensure that the Supplier?s Project Manager has the necessary authority and support to ensure that all work executed by the Supplier and any sub?contractor(s) complies with the required Specification and is completed in accordance with the Implementation Plan; 0 Ensure that the Project Manager or his representative will attend progress meetings during the implementation period (detailed in the Implementation Plan) at the Purchaser?s premises, or other locations nominated by the Purchaser), if and when called for by the Purchaser. Prepare action points notes from any meeting and distribute them to all parties within a reasonable time period; 0 Ensure the Project Manager produces as a minimum, a weekly update status report during the System implementation period; and - a Following the successful completion of the implementation period of the System, pro?vide the Purchaser with a nominated point of contact to act as the Account Manager to manage any post acceptance activities, including but not restricted to, support, maintenance, fault fixes, management information, software, retuning the System, blackspots, etc. If the Purchaser, at any time during the Contract duration is not satisfied with the performance of the Supplier?s Project Manager or Account Manager, the Supplier will provide a suitable alternative individual to take over this role. For the avoidance of doubt and providing the Purchaser has acted reasonably in requesting such a change, this will not absolve the Supplier of any of their obligations for the delivery of the Services and will not be accepted by the Purchaser as a valid reason for such. 7. IMPLEMENTATION PLAN I i 7.1 The Supplier shall provide and maintain a current and detailed Implementation Plan (on a Gantt chart or equivalent), which reflects the key dates and milestones, critical activities and any dependencies necessary to achieve the programme, including installation, and completion against the dates agreed in the Contract. The Supplier's Implementation Plan will, as a minimum, identify the following activities: 0 Key dates associated with the availability of System components or Software development; delivery, installation; commissioning, training, Factory Acceptance Testing (FAT) and on?site Acceptance Tests and hand over. 0 Securing and ensuring the availability of any Disclosure Scotland certificates for any Supplier (or sub? contract) staff proposed to carry out works within the Premises; . Any relevant dates or time periods for completion of any Purchaser or third party activity which supports the Contract. 7.2 The Supplier?s Implementation Plan shall recognise and take account of the restrictions of working in a prison, including but not restricted to: The need to be escorted at all times and if working in two parts of a prison, e.g. at either end of a cable, the need for escorts to be present at both locations. Careful coordination with prisons will be required to ensure that escorts are available. 0 Restrictions within prison Premises on the availability and use of personal communication devices (for example, mobile phones, PDA personal organisers, Blackberries, or other devices which include Bluetooth connections) and any IT equipment (such as laptop computers) which enables wireless connection to the internet or mobile phone networks. (See Clause 8.11 of Schedule A) For the avoidance of doubt, the majority of work, including installation of the cabling and telephone instruments will be undertaken between the hours of 09:00 17:30 Monday to Friday excluding weekends and Scottish Bank holidays. Any extension to these core hours will be subject to agreement with each Establishment and reflect consideration of SPS operational and escort staff availability. 3. INSTALLATION . I i. 5' 8.1 The Supplier is wholly responsible for the delivery, installation, testing of the System and to ensure it is completed and fully operational by 14th March 2014. 8.2 The Supplier shall assess and assume responsibility for fully installing the System into the pilot site. The Supplier shall: - Undertake all civil works associated with the installation of the System, in liaison with, and to the approval of, the Purchaser including any cabling in the cable route; - Be responsible for making good all works disturbed by them, and for all work associated with opening and closing of the cable route and for leaving the route in a condition acceptable to the Purchaser?s Project Manager and at no cost to the Purchaser; . Ensure that all cabling installation work undertaken by the Supplier shall meet the latest edition of the IEE wiring Regulations; 0 Be responsible for? providing all installation materials necessary for a complete and functional service for the System. 0 Ensure compliance with the CDM regulations (where applicable); 0 Produce and ensure that there are appropriate health safety method statements and safety plans for all on-site works conducted by the Supplier (or their sub-contractors or partners), that staff are appropriately supervised and instructed regarding health safety, and that there are appropriate measures for controlling risks; 0 Ensure that all appropriate standards including British Standards and EurOpean Standards are met when completing all System installation and Liaise with the Purchaser, who will do all that is reasonably required by the Supplier to enable the Supplier to effect any Works or cabling requirements and will do all that is reasonably required by the Supplier to enable the System to be installed and the Services to be supplied. The Supplier will provide the Premises with at least 5 working days? notice of the installation dates. 9. ACCEPTANCE TESTING 9.1 The Supplier shall ensure: a The System is tested and meets the technical annexes of the current draft Memorandum of Understanding (MOU) between the and the MNOs (Part 3 of Schedule B). 0 Prior to Contract award, the Supplier shall assess, ensure and provide assurance (including evidence, if required) to the Purchaser that the System fully complies with the formally ratified technical annexes of the MOU between the IVINOs, OFCOM and the Purchaser. 9.2 The Purchaser shall engage an independent 3rd party to evaluate the System. Thereafter, once the Purchaser is content that the System fully complies with this Specification and the technical annexes of the MOU between MNOs and the Purchaser, then the Purchaser shall pay the Supplier in accordance with the Pricing Schedule (Schedule C). 10. DOCUMENTATION 10. 1 Prior to the Supplier handing over the System to the Purchaser, the Supplier shall provide sufficient documentation to allow the Purchaser to manage and support the System solution, including but not be limited to: 0 Operating Manuals; 0 Solution topology schematics; 0 System configuration information; Test and acceptance documentation; 0 User documentation including training material and workplace instructions. 10.2 The Supplier shall also: - Produce and maintain a document register to ensure that all documentation issued by the Supplier is produced and issued in a controlled manner: 0 Each document, drawing or Specification will clearly state the title, author,,date and issue. All documents, including drawings, will be subject to formal change control with any revisions to documents being clearly identified and tracked. For the avoidance of doubt, all the documentation will be subject to revision by the Supplier, and resubmitted to the Purchaser until the Purchaser approves the documentation. The Purchaser will not unreasonably withhold this approval. 0 Provide one operating handbook (in paper and CD format) for the Site that will detail in plain Engiish how the System is operated: The Supplier shall ensure that the Purchaser?s monitoring contains a copy of the latest version of the operating handbook and that further are available to the Site, if requested by the Purchaser. The handbook and operating information shall also be provided in a format which enables the Purchaser to upload this to the Purchaser?s Intranet (where appropriate). 0 Provide a set of as-built drawings, on paper and in electronic format, showing the configuration and wiring details of the System within 15 working days of the completion of the installation Period. 0 if found to be in Default, produce a bespoke manual for the maintenance of the System, on paper and in electronic format, with sufficient information to enable a third party to maintain the equipment to second service level where service levels are defined as: a First service level - Customer capable servicing; - Second service level Third party maintainer repair facilities; and a Third service level Original manufacturer for specialist and/or non~serviceabie components. 11.1 The Supplier will provide a training plan and deliver agreed training to enable relevant Purchaser's staff to correctly and safely operate the System, in accordance with any operating requirements: Training activities will cover all topics necessary for the correct and safe operation of the System by the Purchaser and include: 0 Management and user training to enable SPS personnel to effectively administer the System and carry out the necessary reporting; System administration and operation training including, data retrievai and back?up; training to support configuration of the System 0 Technical training for SP5 personnel to enable any required first?line maintenance or System care activities; 0 Training for key individuals to enable them to instruct new staff in the correct use ail parts of the System and its constituents functionality; and 0 Information and material to enable Purchaser staff to support effective operation of the System. 0 Work instructions/ user documentation to support post training use and common queries related to the System by trained SPS users. 11.2 The Supplier shall provide the training plan to the Purchaser?s, no later than 28 calendar days prior to the scheduled Go Live date of the System, which shall include related timescales. 12. ENVIRONMENTAL 12.1 The Supplier shall ensure that the System, including any components therein, meet the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (ROHS) directive and are free from such hazardous material. 12.2 The Supplier shall, so far as possible, conform to the Purchaser's ethical and environmental policies to avoid the use of any goods or packaging materials which have been produced by means which involve a disproportionately adverse effect on the natural environment. Those policies include encouraging the use of practices and procedures to reduce waste and encourage the careful use of non-renewable natural resources. 13. LEGISLATIVE COMPLIANCE 13.1 The Supplier shall ensure that the System provided meets all relevant UK standards and regulations, or EU equivalents, including the Electrical Equipment (Safety) Regulations (1994, as amended), the Electromagnetic compatibility Regulations (1994, as amended), Restrictions on the use of Hazardous Substances, CE legislation compliant, tested and certificated and display the correct CE and relevant markings accordingly for importation into the UK. 13.2 The Supplier takes account of all relevant UK and EU legislation in fulfilling the legal requirements to supply goods for sale in the UK market, including but not limited to relevant (CE) requirements, European Norms (EN), British Standards (BS) and the electric and electromagnetic safety requirements to allow the importation and sale of electronic equipment into the United Kingdom. The Supplier must provide the Purchaser with copies of the relevant CE declaration of conformity certificates and testing reports of compliance for each Good supplied. End of Part 1 of Schedule This is Part 2 of Schedule referred to in the foregoing Contract number 01185A between the Scottish Ministers and Cobham TCS Limited PART 2 OF SCHEDULE MOBILE PHONE FREQUENCIES Mobile Phone frequencies in the and 2100MH2 bands are shown below. From the 9th July 2013, all frequency bands are liberalised, that is any technology can be placed in any band. The technologies listed are the combinations of frequency/technology currently deployed and must be covered by the System. Operator Frequency Bands 02 GSM900, UMTS900 930.1 935.1, 939.7 947.3, 955.1 959.9 Vodafone GSM900, UMTS900 925.1 930.1, 935.1 939.7, 947.3 955.1 02 GSM 1800 1805.1 1810.9 Vodafone GSM1800 18109 1815.7 EE GSM 1800 1816.7 1876.5 3 UMTS 2100 2110H2125 02 UMTS 2100 2125 2135 Vodafone UMTS 2100 2135 2150 EE UMTS 2100 2150_217o End of Part 2 of Schedule This is Part 3 of Schedule referred to in the foregoing Contract number 01185A between the Scottish Ministers and Cobham TCS Limited PART 3 OF SCHEDULE 51 I ifm?W??x maxilla ??mu?r ?nihn?x 'ii?fumau'h?tEW' :"12 ?aw .l'iimamii me:- :11imam-$13514: karma: i 4 i HEM :HI-gwmw . .1 I . - - 'l'l 9'1 . ?law: '?im?nt Iii-Madurm' Haida-w mi." ?rm-gt: ?lho??J-s Emmi: . din-=25? 41:1 arr mail" 3121-5, ma?a .i?fh?amhw' tunI'm-man Irrir r'mnlri? 1 rl? THE SCOTTISH MINISTERS PROVISION OF MOBILE PHONE DENIAL TECHNOLOGY (GRABBING) PILOT - HM PRISON SHOTTS SCHEDULE PRICING DOCUMENT CONTRACT NUMBER 01185A This is Schedule referred to in the foregoing Contract number 01185A between the Scottish Ministers and Cobham TCS Limited Schedule C: Pricing Document PRICE BASIS All Prices for the Goods and Services reflect the actual cost to the Purchaser for Services delivered to any Premises or locations of the Purchaser's choice. All Prices and rates must be quoted in Pounds Sterling. Value Added Tax (VAT) should not be included in the price. THE Pn'lces 2.1 Price for Installation, Commissioning and Testing of the System Description Price I . I 2.2 Maintenance Supports, Retuning (post the initial 12 months from the ?Go Live' date) Description . Price 1 Annual Operational Inspection Test of the System (including the conducting of tests at the ?5,923 Site perimeter to ensure the System is operating in accordance with the Specification) 2 Annual Maintenance and On?Going Support to Maintain Service Levels* ?26,904* Schedule Pricing Document page 1 End of Schedule Schedule Pricing Document Page 2 THE SCOTTISH MINISTERS PROVISION OF MOBILE PHONE DENIAL TECHNOLOGY (GRABBING) PILOT - HM PRISON SHOTTS SCHEDULE PROPPOSAL REFERENCE 01185A [Contained in a separate folder]