Common use of CALL OFF PROCEDURE Clause in Contracts

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the parties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the an Authority opts to appoint the appoints a Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal as an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- Co-ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return the same to the Authority within 10 Business Days of receipt. The Call-Off Co- Co-ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the an Authority opts to undertake undertakes a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- Co-ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the partiesParties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Contracting Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal as an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return the same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- Co-ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the parties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. ‌ 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the parties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and or the London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or the London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s Boroughs’ obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the an Authority may identify Services which at its sole discretion it wishes to let under the terms of this AgreementAgreement in which case the procurement process set out below will be followed, which the Contracting Authority reserves the right, at its discretion to amend from time to time to reflect best practice and applicable law. 3.2 Where an Authority, having considered applicable law including the Authority opts relevant Procurement Regulations, elects to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal as an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinatorContract Manager. A Proposal must remain valid for at least 90 Business Days (or such longer period as may be specified in the Request Form) from the date it is submitted to the Authority; 3.2.3 subject to paragraph 3.10, after receipt of an acceptable ProposalProposal which it proposes to accept, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator Contract Manager will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the an Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. . 3.4 An Authority may (but is not obliged to) issue a request to express an interest, and/or a pre-qualification questionnaire to Service Providers on the framework under this Agreement with a specified deadline for a response before determining appropriate Service Providers to be included in the Mini-Competition. 3.5 In the event that the Service Provider receives such a Mini-Competition Request Form: 3.3.1 3.5.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 3.5.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinatorContract Manager . A Proposal must remain valid for at least 90 Business Days (or such longer period as may be specified in the Request Form) from the date it is submitted to the Authority; 3.3.3 3.5.3 subject to paragraph 3.10, the Authority will award the relevant Call-Off Contract evaluate tendered Proposals to the Proposal that determine which is the most economically advantageous with reference to the assessment criteria set out in the relevant Request Form as they relate to the Service(s) in question. 3.4 3.5.4 each of the service providers to whom the Mini-Competition Request Form was sent will be notified as to whether or not it has been successful. 3.5.5 in respect of a Service Provider Proposal which it proposes to accept, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return same to the Authority within 10 Business Days of receipt. The Contract Manager will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.6 Whether an Authority elects to appoint direct or to undertake a Mini- Competition:- 3.6.1 the contents of the Request Form and its schedules are confidential and must be used only for the purpose of submitting a Proposal. The Service Provider must not make any communication or enter into any collusive arrangement with any third party save for the purpose of permitted sub-contracting. 3.6.2 any contact relating to the Services or the Proposal with any Authority Personnel other than as identified in the Request Form may invalidate the Service Provider’s Proposal submission. 3.6.3 save as may otherwise be provided in the Request Form:- 3.6.3.1 the commencement dates identified by the Authority should be deemed material to the Call-Off Contract; 3.6.3.2 if the Service Provider is unable to meet the dates specified in the Request Form, the Service Provider should query within the clarification process whether it is entitled to propose alternative dates. 3.6.4 save as may otherwise be provided in the Request Form In the Proposal submission the commercial Proposal must be separated from the technical Proposal. Prices must not be included in the technical Proposal. The documents must be clearly titled ‘Commercial Proposal’ and ‘Technical Proposal’. Submissions must be in Microsoft Office applications or Adobe Portable Document Format (pdf) documents. 3.6.5 during the course of the Authority’s evaluation of Proposal submissions, the Service Provider may be asked to answer questions about his submission and other matters related to the Services. The Service Provider must respond to such questions as quickly as possible but, in any event, within 2 (two) working days or, if a deadline is specified, responses must be submitted by that deadline. Failure to respond may result in the Authority rejecting the Proposal submission. Any amendments to the Proposal submission arising from these inter-actions with the Service Provider will be taken into account in the final evaluation. 3.6.6 to enable evaluation and/or moderation of the Proposal evaluation process, the Authority may request a meeting with all, some or one of the Service Providers. Failure to attend may result in the Authority rejecting the Proposal submission. 3.6.7 subject to the terms of the Request Form, Proposals that contain rates for Charges at above the rates described in Schedule 4 will be deemed non-compliant. If a Service Provider wishes the Authority to consider any other rates or charges, this must be requested within the clarification process prior to submission of the Service Provider’s Proposal. 3.6.8 failure to disclose all material information (being facts that the Authority regards as likely to affect the evaluation process), or disclosure of false information at any stage of the process may result in ineligibility for award. The Service Provider must provide all information requested and not assume that the Authority has prior knowledge of any of the Service Provider’s information. 3.6.9 limitations of liability (if different from the form of the draft Call- Off Contract) will be detailed within the Request Form and failure to accept the specified limitations of liability may lead to the Service Providers Proposal being rejected. Any proposed amendments relating to limitation of liabilities and/or insurance must be submitted within the clarification process and shall be agreed at the Authority’s sole discretion. 3.7 Each Call-Off Contract shall be a binding agreement on the Parties relevant Authority and shall incorporate the terms Service Provider with whom it is made and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the those parties. 3.5 3.8 A Request Form and anything prepared or discussed by the an Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The No Authority shall not be obliged to consider or accept any Proposal submitted by the a Service Provider. 3.6 3.9 A draft Call-Off Contract shall only become a Call-Off Contract and binding on the parties to it upon execution of the draft Call-Off Contract by the Authority. 3.7 The 3.10 An Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing 3.11 The Service Provider is responsible for all and any costs, charges and expenses arising from or associated with the Authority; the procurement process in this Clause 3 and no Authority shall be liable for any costs, charges or expenses borne by or on behalf of a Service Provider shall whether or not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing awarded a Call-Off Contract, which for the avoidance of doubt includes any costs, charges and expenses arising from or associated with an abortive or cancelled procurement process. 3.12 Nothing in this Clause 3 shall prevent an Authority, having considered its entitlement to do so contracttaking into account applicable law including the relevant Procurement Regulations, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each determining to secure additional Services by electing to vary an existing Call-Off Contract is specifically between already entered into pursuant to this Agreement. 3.13 The Authority may in its discretion, taking into account the circumstances of any particular Call-Off Contract and the financial circumstances of the Service Provider and require as a condition of the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out award of such a Call-Off ContractContract that the Service Provider delivers to the Authority at the time stated by the Authority such of the following as the Authority may specify:- 3.13.1 a duly executed parent company guarantee from such Holding Company or other person, in each case as the Authority approves in writing and if requested by the Authority, a legal opinion as to its enforceability; and/or 3.13.1 a performance bond complying with the provisions of Clause 3.14 and, if requested by the Authority, a legal opinion as to its enforceability, each in the form set out in Schedule 8 to this Agreement.

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal as an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return the same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the partiesParties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- Co-ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return same to the Authority within 10 Business Days of receipt. The Call-Off Co- Co-ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- Co-ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the parties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. ‌ 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal as an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return the same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the parties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; , the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause Clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Legacy Development AgencyCorporation, the Metropolitan PoliceMayor’s Office for Policing and Crime, the London Fire Commissioner and Emergency Planning Authoritythe Old Oak and Park Royal Development Corporation) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group or appropriate Functional Body on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can cannot affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.

CALL OFF PROCEDURE. 3.1 At any time during the duration of this Agreement, the Authority may identify Services which at its sole discretion it wishes to let under the terms of this Agreement. 3.2 Where the Authority opts to appoint the Service Provider direct without the need for a Mini-Competition, it will issue to the Service Provider a Request Form substantially in the form set out in Schedule 5A, specifying the Services to be provided, in which event: 3.2.1 the Service Provider shall promptly confirm receipt of such Request Form; 3.2.2 the Service Provider shall respond to the Request Form by completing a Proposal an offer capable of acceptance, or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall so respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.2.3 after receipt of an acceptable Proposal, the Authority will forward to the Service Provider two copies of the Call-Off Contract. The Service Provider shall sign both copies and return same to the Authority within 10 Business Days of receipt. The Call-Off Co- ordinator will arrange for both copies of the Call-Off Contracts to be signed by the Authority and will send a completed signed Call-Off Contract to the Service Provider. 3.3 Where the Authority opts to undertake a Mini-Competition it will issue to those Service Providers on the framework that are the subject of this Agreement, that it assesses in its sole discretion, are capable of providing the Services to the Authority’s satisfaction, a Request Form as set out in Schedule 5B, specifying the Services to be provided. In the event that the Service Provider receives such a Request Form: 3.3.1 the Service Provider shall immediately confirm receipt of such Request Form; 3.3.2 the Service Provider shall respond to a Request Form by completing a Proposal as an offer capable of acceptance or by notifying the Authority in writing that it does not intend to submit a Proposal. The Service Provider shall respond to the Authority by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Call-Off Co- ordinator. A Proposal must remain valid for at least 90 Business Days from the date it is submitted to the Authority; 3.3.3 the Authority will award the relevant Call-Off Contract to the Proposal that is the most economically advantageous with reference to the assessment criteria set out in the Request Form as they relate to the Service(s) in question. 3.4 Each Call-Off Contract shall be a binding agreement on the Parties and shall incorporate the terms and conditions of this Agreement, as may have been amended in such Call-Off Contract and such documentation shall together form a separate agreement between the parties. 3.5 A Request Form and anything prepared or discussed by the Authority shall constitute an invitation to treat and shall not constitute an offer capable of acceptance by the Service Provider. The Authority shall not be obliged to consider or accept any Proposal submitted by the Service Provider. 3.6 A draft Call-Off Contract shall only become a Call-Off Contract upon execution of the draft Call-Off Contract by the Authority. 3.7 The Authority is not obliged to approve or sign any Call-Off Contract. 3.8 Unless otherwise expressly agreed in writing with the Authority; the Service Provider shall not be entitled to charge under this Agreement for any work involved in any receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this clause 3. 3.9 Where reasonably requested to do so by the Greater London Authority (“GLA”) or any of its other functional bodies (currently, the London Development Agency, the Metropolitan Police, the London Fire and Emergency Planning Authority) (“Functional Bodies”) and London Boroughs and provided the Service Provider is willing to so contract, the Service Provider shall contract with such other members of the GLA Group on the terms of this Agreement mutatis mutandis. The GLA or the Functional Bodies or London Boroughs can not affect or amend this Agreement and that each Call-Off Contract is specifically between the Service Provider and the GLA or appropriate Functional Body or London Borough and the TfL Group shall in no way be liable for the GLA or appropriate Functional Bodies or London Borough’s obligations arising out of such Call-Off Contract.