5.2 The Authority should re-familiarise itself with the Contract's provisions relating to exit management. In particular, Authorities should note the guidance contained in Chapter 20 ("Treatment of Assets on Expiry of Service Period) and Chapter 23 ("Surveys on Expiry and Termination") of The Standardisation of PFI Contracts Version 4 ("SoPC4"), or the relevant text contained in previous versions under which the Contract was signed. These provisions are likely to include obligations on the Project Company to cooperate with the Authority and replacement contractor during transition, to do so with the minimum of disruption and, where appropriate, to ensure the full and timely transfer of rights, title and interest in the assets. Additionally, some contracts - especially those which are IT or equipment based - might also have specific obligations on the Project Company to provide "exit" or "termination" services: tasks above and beyond its routine service delivery responsibilities which are specifically intended to support the transition process and ensure the seamless transfer of service delivery responsibilities to a replacement contractor.
5.3 Exit obligations on the Project Company might include:
• providing access to an up to date asset register (possibly supported by a technical description of how the assets work together) which clearly identifies any assets that are not designated as the sole use of the Project;
• providing details of records and documentation (including manuals and maintenance history) for handover;
• the return, retention and/or destruction of any confidential or other Authority data (especially in IT projects);
• the appointment of an exit manager to oversee the successful transition;
• support to the re-tendering of services including full provision of all necessary documentation and site access to the bidders and ultimately the replacement contractor;
• knowledge and skills transfer to the Authority and/or replacement contractor; and
• staff transfer issues.
5.4 Such obligations (and those of the Authority) would normally be formalised in an exit plan produced by the Project Company and updated as appropriate (and approved by the Authority) during the Contract term detailing:
• key activities in the exit process;
• relevant management structures;
• transfer and cessation processes including asset and information transfer, vacation of premises etc;
• additional termination services not covered by the Contract (and their associated charges); and
• specific plans to ensure service continuity.
5.5 Depending on the nature of the Contract, payment for such services may be factored into the service charge or may be additional and require negotiation. In the case of the latter, the Authority must ensure that the necessary funds are available at the required time.
5.6 If the Contract contains no specific exit/termination service obligations, the Authority should consider the degree to which the above listed considerations and the guidance contained in SoPC4 are relevant to its project. It must then review the level and nature of support it requires from the Project Company during exit and begin discussions as early as possible so as to ensure -if necessary, through a variation to the Contract - that these requirements are understood and met.
5.7 In preparing for exit, the Authority should also check:
• whether the Contract contains obligations on the Project Company to maintain service quality throughout any exit/transition period and seek a commitment from the Project Company to do so if the Contract is silent on the matter;
• which provisions and obligations survive the end of the Contract term, checking that these remain consistent with the Authority's rights and needs.