25.9 The Authority has supplied to Sub-hubco the information, as at the date of this Agreement, which is contained in Section 1 (Employee Information) of Schedule Part 24 (Employment and Pensions) (the "First Employee List") regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters affecting each of those employees of the Authority and of any sub-contractor of the Authority who it is expected, if they remain in the employment of the Authority or of the sub-contractor of the Authority as the case may be until immediately before the Relevant Service Transfer Date, would be Transferring Employees but the Authority gives no warranty as to the accuracy or completeness of this information.
25.10 The Authority shall supply to Sub-hubco an update of the First Employee List at three-monthly intervals from the date of this Agreement and an updated list shall also be provided ten (10) Business Days before each Relevant Service Transfer Date. The Authority shall also supply to Sub-hubco within five (5) Business Days after each Relevant Service Transfer Date information, which was correct as at that Relevant Service Transfer Date, in respect of the Transferring Employees on all the same matters as should be provided in the First Employee List. This list is the "Final Employee List" and where there is more than one Relevant Service Transfer Date the "Final Employee List" means each list so prepared in respect of the Services and at each Relevant Service Transfer Date. The Authority gives and shall give no warranty as to the accuracy or completeness of any information contained in any update of the First Employee List or in the Final Employee List.
25.11 Sub-hubco has provided to the Authority, and the Authority has agreed, the details set out in Section 3 (Proposed Workforce Information) of Schedule Part 24 (Employment and Pensions) which show, in respect of the Services, the following information:
25.11.1 the workforce which Sub-hubco proposes to establish to provide the Services (the "Proposed Workforce") classified by reference to grade, job description, hours worked, shift patterns, pay scales, rates of pay and terms and conditions;
25.11.2 the monthly costs of employing the Proposed Workforce. These costs (the "Remuneration Costs") have been calculated on the basis of (amongst other things) the information contained in the First Employee List;
25.11.3 the costs, including any lump sum payments, which Sub-hubco has allowed for the purposes of any reorganisation which may be required to establish the Proposed Workforce or a workforce which is as close as reasonably practicable to the Proposed Workforce (including but not limited to costs associated with dismissal by reason of redundancy or capability and costs of recruitment. These costs (the "Reorganisation Costs") have been calculated by Sub-hubco and the Service Providers on the basis of (amongst other things) the information contained in the First Employee List.
25.12 If at any time (including, for the avoidance of doubt, after the submission of the Final Employee List) the Remuneration Costs and/or the Reorganisation Costs require to be adjusted on account of any differences between the information contained in the First Employee List and that contained in the Final Employee List, or on account of any inaccuracies in or omissions from the information contained in the First Employee List or the Final Employee List then (subject to Clauses 25.13, 25.14 and 25.15) there shall be a corresponding adjustment to the Annual Service Payments to compensate for any such difference.
25.13 If the circumstances described in Clause 25.12 arise:
25.13.1 in circumstances where there are more Transferring Employees than shown on the Final Employee List then the parties shall discuss the implications for the provision of the Services, and the implementation of the Authority Policy relating to change;
25.13.2 Sub-hubco and the relevant Service Provider shall take all reasonable steps to mitigate any additional costs and any adjustment to the Annual Service Payments shall be calculated as if they had done so.
25.14 In calculating any adjustment which shall be made to the Annual Service Payments pursuant to Clause 25.12:
25.14.1 no account shall be taken of a decrease in the [Remuneration Costs or Reorganisation Costs] to the extent that it arises from a reduction in the number of Transferring Employees or their whole time equivalent [such that there are, immediately after the Relevant Service Transfer Date, fewer suitably qualified persons available than are required in order to establish the Proposed Workforce];
25.14.2 to avoid double counting, no account shall be taken of any change to the [Remuneration Costs or the Reorganisation Costs] to the extent that Sub-hubco has been or will be compensated as a result of any indexation of the Annual Service Payments under this Agreement;
25.14.3 to avoid doubt any changes in costs which fall to be dealt with under Clause 25.12 and which arise from a Change in Law shall be dealt with in accordance with the provisions of Clause 25.12 and shall not be taken into account for the purposes of Clause 32 (Changes in Law);
25.14.4 no adjustments under Clause 25.12 shall be made in respect of overpayments made by Sub-hubco or a Service Provider to Transferring Employees which arise from reliance on the Final Employee List to the extent that Sub-hubco or the Service Provider is unable to correct overpayments in respect of continuing employment having taken reasonable steps to do so;
25.14.5 if there are underpayments by Sub-hubco or a Service Provider to Transferring Employees, whether claimed or established as unlawful deductions from wages or as a breach of contract, which arise from reliance on the Final Employee List, there shall be an immediate increase to the Annual Service Payments in respect of all such liabilities of Sub-hubco or the Service Provider for all such underpayments which are retrospective (save that any such liabilities which relate to the period prior to the Relevant Service Transfer Date shall be dealt with in accordance with Clauses 25.20 or 25.21) and an appropriate increase in respect of such liabilities of Sub-hubco which represent ongoing costs but this provision shall not apply to any underpayment relating to an Equal Pay Ruling (which underpayment shall be dealt with in accordance with Clauses 25.25). To the extent that it is appropriate to do so, in order to ensure that the parties are treated fairly and reasonably, a lump sum payment may be made in place of some or all of any adjustment referred to above which would otherwise have been required to the Annual Service Payments.
25.15 Either party may propose an adjustment to the Annual Service Payments pursuant to Clause 25.12 by giving not less than ten (10) Business Days notice to the other. Each party will provide or procure the provision to the other on an open book basis access to any information or data which the other party reasonably requires for the purpose of calculating or confirming the calculation of any adjustment pursuant to Clause 25.12.
25.16 In relation to all matters described in Clause 25.13, Sub-hubco and the Authority shall, and Sub-hubco shall procure that the relevant Service Provider shall, co-operate with the other or others and take all reasonable steps to mitigate any costs and expenses and any adverse effect on industrial or employee relations.
25.17 The Authority shall and Sub-hubco shall and Sub-hubco shall procure that each and every Service Provider shall take all reasonable steps, including co-operation with reasonable requests for information, to ensure that each and every Employee Transfer pursuant to this Agreement takes place smoothly with the least possible disruption to the services of the Authority including the Services and to the employees who transfer.
25.18 The Authority shall and shall procure if it has the contractual or legal powers to do so and shall otherwise use all reasonable endeavours to procure that every relevant sub-contractor of the Authority shall supply to Sub-hubco no later than five (5) Business Days prior to the Relevant Service Transfer Date true copies of its Recognition Agreement(s) and Sub-hubco shall and shall procure that each and every Service Provider shall in accordance with the Transfer Regulations recognise the trade unions representing Transferring Employees (as relevant to each Service Provider) after the transfer to the same extent as they were recognised by the Authority or the relevant sub-contractor before the Relevant Service Transfer Date.
25.19 Sub-hubco shall procure that, on each occasion on which the identity of a Service Provider changes pursuant to this Agreement, in the event that there is an Employee Transfer, the new Service Provider shall in accordance with the Transfer Regulations recognise the trade unions representing the employees whose contracts of employment transfer to the new Service Provider to the same extent as they were recognised before the change of identity of the Service Provider in respect of the provision of the Services at the Authority's premises.