30.4  Employment Costs

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30.4.1  The Authority has supplied to the Contractor the information, as at the date of this Agreement, which is contained in Schedule 6 (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 matters130 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 Relevant Employees but the Authority gives no warranty as to the accuracy or completeness of this information131.

30.4.2  The Authority shall supply to the Contractor an update of the First Employee List at [three monthly] intervals from the date of this Agreement and an updated list ten (10) Business Days before the Relevant Service Transfer Date.  The Authority shall also supply to the Contractor within five (5) Business Days after the Relevant Service Transfer Date information, which was correct as at the  Relevant Service Transfer Date, in respect of the Relevant 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 each Service 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 the Final Employee List.

30.4.3  Without prejudice to clauses 30.4.1, 30.4.2 and 30.11 the Authority shall or 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:

(a)  provide the Employee Liability Information to the Contractor at such time or times as are required by TUPE; and

(b)  update the Employee Liability Information to take account of any changes as required by TUPE. The Authority gives and shall give no warranty as to the accuracy or completeness of the Employee Liability Information supplied by the Authority or any of its relevant sub-contractors.

30.4.4  The Contractor has provided to the Authority, and the Authority has agreed, the details set out in Schedule 11 Part 3 (Proposed Workforce Information) which show, in respect of each of the Services, the following information:

(a)  the workforce which the Contractor 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, terms and conditions and pension arrangements132 133;

(b)  the monthly costs of employing the Relevant Employees who are expected to be engaged in the provision of the Services. These costs (the "Remuneration Costs") have been calculated on the basis of (amongst other things) the information contained in the First Employee List134; and

(c)  the costs, including any lump sum payments, which have been agreed between the Parties 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 the Contractor and the sub-contractors on the basis of (amongst other things) the information contained in the First Employee List135.




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130 The list would normally show:

1.  Staff ref no

2.  DoB

3.  Age

4.  Job Title

5.  Start Date

6.  Continuous Service Date – length of reckonable service

7.  Contracted hours

8.  Sex (M/F)

9.  Site

10.  Department

11.  NI letter (A or D)

12.  Scale and point

13.  Salary

14.  Superannuation (including contribution rates, length of reckonable pensionable service etc)

15.  Allow/deduction code.

N.B. This is not necessarily an exhaustive list

131 The information provided by the Authority prior to financial close is almost certain to be inaccurate by the time Service Transfer occurs, if only because there are likely to be changes to the workforce in the meantime, for example because of staff turnover. The document does not, therefore, focus on the giving of warranties in support of the information given. Authorities should however allow that the Contractor’s price can be adjusted in a way which reflects the differences between the information about the Authority’s workforce given to the Contractor when its bid was priced (this can be adjusted prior to financial close to reflect up to date information) and the actual workforce which the Contractor inherits.  See clause 30.5.

132 This should be reviewed against the bidding assumptions in respect of the project.

133 These details are taken from the Contractor’s final bid. Authorities and their advisors should ensure that sufficient details are included in bids to ensure that all the assumptions made by bidders are transparent. Otherwise, it will be difficult for Authorities to audit the adjustments which are to be made to the Unitary Charge to reflect changes in the employee information in the Final Employee List.

134 In other words, these costs are the allowance made by the Contractor in its bid for continuing payments of salary, NI, pensions contributions, etc to the workforce it proposes to establish to provide the Services.

135 These costs are the non-recurring costs of establishing the Contractor’s workforce. These might include, for example, possible redundancy costs if the workforce which the Contractor expects to inherit from the Authority does not match the required profile. The drafting is reasonably wide, although it is a requirement that both parties are agreed as the extent, and methodology of calculating, the Reorganisation Costs, and Authorities and their advisers may wish to consider carving out some costs on a project specific basis.  NB - it is assumed for the purposes of this document that any re-profiling of the workforce is carried out by the Contractor after the Service Transfer Date. If it has been agreed that the Authority will undertake this responsibility, the wording may need review.