1  DEFINITIONS

1.1  The following definitions are used in the Contract and also referred to in this Schedule:

Acceptance Test Certificate

means a certificate issued by the Independent Certifier that the Acceptance Tests have been satisfied;

Acceptance Tests

means the Tests so described in Schedule 11 (Tests) of the Contract;

Agreed Abatement 

has the meaning given to that at Schedule [ ]  (Change Protocol) of the Contract;

Agreed Form

means in relation to any document, the form of the document agreed between the Parties and initialled by or on behalf of the Parties for the purpose of identification;1

Business Day

means a day (other than a Saturday or Sunday) on which banks are open for domestic business in the City of London;

Commencement Date

means the date of the Contract;

Commercial Waste

has the meaning given in Section 75(7) of the Environmental Protection Act (EPA);

Contingency Plans

means the contingency arrangements set out in the Method Statements;

Contract Month 

means each successive Calendar Month in a Contract Year;

Contract Period

means the period from and including the Commencement Date to the Expiry Date, or if earlier, the Termination Date;

Contract Waste

means all Municipal Waste arising delivered by or on behalf [or with the agreement] of the Authority [or the Waste Collections Authority (WCA) under the Authority's direction]. [Contract Waste does not include for the avoidance of doubt [any project specific exclusions to be included here]];2

Contract Year

means a period of twelve (12) Months commencing on 1 April, provided that:-

(a)  the first Contract Year shall be the period commencing on the Commencement Date and ending on the day immediately following 31 March; and

(b)  the final Contract Year shall be the period commencing on 1 April immediately preceding the last day of the Contract Period and ending on that day;

Dispute Resolution Procedure

means the procedure for the resolution of disputes set out in Schedule 22 (Dispute Resolution Procedure) of the Contract;

Excusing Causes

those events listed in Clause 44.2 (Excusing Causes) of the Contract;

Expiry Date

means the [xth] anniversary of [the Effective Date] [the date of this Contract];

Facility

means [specify the treatment facilities] and all supporting infrastructure including associated plant and amenities and 'Facilities' shall be interpreted accordingly;

Household Waste

has the meaning attributed to it in Section 75(5) and Section 89 of the EPA and Schedules 1 and 2 of the Controlled Waste Regulations.

Independent Certifier

means the person appointed jointly by the Authority and the Contractor to act as independent certifier to the Project in accordance with the Independent Certifier's Deed of Appointment;

Independent Certifier's Deed of Appointment

means the deed of appointment of the Independent Certifier in the Agreed Form;

Landfill Tax

has the meaning set out in Section 39(1) if the Finance Act 1996;

Legislation

means:

(a)  any Act of Parliament or subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978;

(b)  any exercise of the Royal Prerogative; and

(c)  any enforceable community right within the meaning of Section 2 of the European Communities Act 1972,

in each case in the United Kingdom;

Mileage Deduction

means the amount calculated in accordance with paragraph 7;

Municipal Waste

means all waste which by virtue of Legislation a local authority has a statutory duty or power to collect, including (without limitation) Household Waste, Commercial Waste, fly tips and street cleansing arisings;3

Party

means a party to this Contract and 'Parties' shall be construed accordingly;

Payment Period

means each Contract Month during the Contract Period;

Planned Service Commencement Date

means [axed date by [on] which Service Commencement is planned to occur] or such other date as the Parties may agree;

Readiness Test Certificate

means a certificate issued by the Independent Certifier that the Readiness Tests have been satisfied;

Readiness Tests

means the Tests so described in Schedule 11 (Tests) of the Contract;

Service Commencement

means the commencement of the Services;

Services Commencement Date

means the date on which Service Commencement occurs in accordance with Clause 21 (Completion of the Works) of the Contract;

Services Period

means the period specified in Clause 3.2 (Commencement and Duration) of the Contract;4

Termination Date

means any date of early termination of the Contract in accordance with Part XII (Termination and Compensation on Termination) of the Contract;

Third Party Waste

means all waste received at the Facility other than Contract Waste;

Third Party Income

means the Contractor's [and/or sub-contractor's] income from third parties (other than the Authority under the Contract) associated with the Project including without limitation that derived from the sale of [  ] [(less the marginal costs of generating such income)]; 

Unitary Charge

means the amount calculated in accordance with paragraph 3; and

WCAs

means [specify waste collection authorities where relevant].

1.2  The following definitions are used in this Schedule:

Active Landfill Tax Rate

means the rate of Landfill Tax applicable to the disposal of material, other than a Qualifying Material, at the time the disposal is made;

Active Waste

means waste that is taxed at the Active Landfill Tax Rate;

Actual Active Landfill Tax Rate

means the prevailing Active Landfill Tax Rate in the relevant Contract Year;

Actual Landfill Tonnage

means the tonnage of Contract Waste sent to landfill in the relevant Contract Year;

Actual Processed Landfill Tonnage

means the tonnage of Contract Waste Accepted that is sent to landfill after having been processed by or on behalf of the Contractor;

Actual Recycled Tonnage

means the tonnage of Contract Waste Recycled in the relevant Contract Year;

Actual Unprocessed Landfill Tonnage

means the tonnage calculated in accordance with paragraph 5.1;

Additional Mileage

means the mileage used in the calculation of Mileage Deductions as defined within the Contingency Plan;

Annual Unitary Charge

means the amount calculated in accordance with paragraph 3.1;

Annual Unitary Charge Forecast

means the forecast of the Annual Unitary Charge prepared by the Contractor in accordance with paragraph 12.1;

Base Date

means the cost base date of the relevant cash flow in the financial model;

Base Payment

means the amount calculated in accordance with paragraph 4;

Base Payment Index

means the indexation applicable calculated in accordance with paragraph 14.2;

Base Payment Ramp Up

means the factor used to calculate the Commissioning Payment  in accordance with paragraph 13;

Base Price Band

means the tonnage range set out in Appendix 2 (Indexed);

Base Price per Tonne

means the relevant price per tonne for the relevant Base Price Band as set out in Appendix 2;

Contingency Delivery Point

means the point of discharge of Contract Waste as defined within the Contingency Plan;

Contract Waste Accepted

means all Contract Waste accepted by the Contractor in accordance with the [Contract Waste Acceptance Protocol];

Contract Waste Accepted Unprocessed 

means Contract Waste Accepted less Contract Waste Processed;

Contract Waste Not Accepted

means Contract Waste less Contract Waste Accepted;

Contract Waste Processed

means Contract Waste Accepted that is processed through the Facility ;

Contractor

[insert name of project company];

Contractor Share of Third Party Income

means [bid back] %;

Delivery Point

means the point of discharge of Contract Waste as defined within the relevant Method Statement;

Diversion Performance Deduction

means the amount calculated in accordance with paragraph 5.1;

Expected Active Landfill Tax Rate

means the Active Landfill Tax Rate assumed in the Base Case for the relevant Contract Year;

Fixed Cost

means £[bid back] (Indexed) per day;

Fixed Proportion

means the proportion of the Base Payment which is not subject to Indexation which shall be [bid back]%;

Full Indexation Factor

means the factor calculated in accordance with paragraph 14.3;

Guaranteed Third Party Income

means the Third Party Income set out in the Base Case;

Haulage Rate

means £[bid back] (Indexed) per tonne, per mile;

Index

means any of the Retail Price Index, the [Average Earnings Index]  or the [Baxter Index] and Indices means all of them;5

Index Publication Date

means the date on which the Index is published;

Indexation Date

means the [insert date]6 and every subsequent anniversary of that date;

Indexed

means, subject to Indexation, in accordance with paragraph 14;

Landfill Tax Saving

means the amount calculated in accordance with paragraph 11;

Landfill Tax Sharing Percentage

means [bid back]%;

Maximum Tonnage of Contract Waste

means the tonnage of Contract Waste in a Contract Year in accordance with Appendix 3;

Minimum Tonnage of Contract Waste

means the Unadjusted Minimum Tonnage of Contract Waste in a Contract Year in accordance with Appendix 3 less the tonnage of Contract Waste Not Accepted by the Contractor;

Monthly Payment

means the amount calculated in accordance with paragraph 12;

Non Acceptance Deduction

means the deduction calculated in accordance with paragraph 8;

Non Acceptance Deduction Rate

means £[bid back] (Indexed) per tonne;7

Performance Deductions

means the amount calculated in accordance with paragraph 6;

Performance Deduction Cap

means £[bid back] (Indexed) per Contract Year;

Performance Standard Failure

means each event measured in accordance with the Performance Standard monitoring methodology where the Contractor fails to meet a Performance Standard;

Processed Landfill Adjustment Rate

means £[bid back] (Indexed) per tonne;

Processed Landfill Performance Target

as set out in Appendix 3;

Qualifying Material

means a "qualifying material" as defined in the Landfill Tax (Qualifying Material) Order 1996 as modified or re-enacted from time to time;

Recycled

[Contract Waste that has been separated from Contract Waste and reprocessed into a new product in accordance with Schedule [refer to recycling processing regime] of the Contract];

Recycling Adjustment

means the amount calculated in accordance with paragraph 10;

Recycling Payment Rate

means £[bid back] (Indexed) per tonne;

Share Percentage

means [bid back]%;

Target Landfill Tonnage

means the sum of the Target Unprocessed Landfill Tonnage and the Target Processed Landfill Tonnage;

Target Processed Landfill Tonnage

means the tonnage calculated in accordance with paragraph 5.3;

Target Recycling Rate

means [bid back]%;

Target Unprocessed Landfill Tonnage

means the tonnage calculated in accordance with paragraph 5.2;

Third Party Income Deduction

means the amount calculated in accordance with paragraph 10;

Unadjusted Minimum Tonnage

means the tonnage 

Unprocessed Landfill Adjustment Rate

means £[bid back] (Indexed) per tonne;

Unprocessed Landfill Performance Target

means as set out in Appendix 3; and

Waste Flow Forecast

means the waste flow forecast prepared and submitted to the Authority in accordance with Clause [refer to waste flow forecast provisions] of the Contract.




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1  Such documents should be annexed to the Project Agreement.

2  NB Exceptions are a key bid back item and are project specific.

3  See note to definition of Contract Waste.

4  That is the period from the Service Commencement Date to the Expiry Date, unless the Contract is terminated early.

5  Each of the indices used in the Payment Mechanism will need to be included and a specific definition incorporated. The ones applied are shown as examples only.

6  The date one year after the price base date.

7  This definition will need to be amended where another option relating to the Non Acceptance Deduction is utilised. (see Section 2.5 of this Module 4 Part I)