"Annual Service Payment"

means the sum in pounds sterling calculated in accordance with paragraph 2 (Annual Service Payment) of Section 2 (Calculation of Service Payments) of this Schedule Part 14 (Payment Mechanism);

"Availability Failure"

subject to Section 4 (Temporary Repairs) of this Schedule Part 14 (Payment Mechanism), means a Service Event which has not been Rectified within the relevant Rectification Period and which causes a Functional Area to be Unavailable;

"Availability Standards"

means the service requirements identified as such, set out in the Service Level Specification;

"Core Times"

has the meaning given in the Service Level Specification and "Core Time" means a time within Core Times;

"Daily SUF"

means, on a Day, the aggregate GSUs for all of the Functional Areas that have Core Time on that Day;

"Day"

means a period of 24 hours, beginning at 00:00 hours, during which there are Core Times;

"Deduction Period" or "DP"

(a) where the relevant Performance Failure or Availability Failure arises following a Service Event in respect of which a Rectification Period is specified in the Availability Standards or the Performance Standards, as applicable,

(i) if the Service Failure Time occurs before or during Core Time [for the relevant Functional Area] on a Day, means the number of Days that elapse from and including that Day to, and including, the Day on which the Logged Rectification Time occurs, but excludes the Day on which the Logged Rectification Time occurs if the Logged Rectification Time is before the commencement of Core Time [for the relevant Functional Area on that Day]; and

(ii) if the Service Failure Time occurs after the expiry of Core Times [for the relevant Functional Area] on a Day, means the number of Days that elapse from and including the next Day to, and including, the Day on which the Logged Rectification Time occurs, but excludes the Day on which the Logged Rectification Time occurs if this occurs before commencement of Core Time [for the relevant Functional Area] on that Day; and

(b) where the relevant Performance Failure arises following a Service Event in respect of which no Rectification Period is specified in the Performance Standards, as applicable, means 1;

["External Utility Failure"

means a failure in:

(a) the supply of gas, electricity, water, telephone or telecommunications services to the Site; or

(b) the service and facility of discharging water and sewerage from the Site,

where such failure originates on the side of the relevant Utility Point that is owned or controlled by the relevant utility provider and provided that such failure has not arise as a result of an act or omission of Project Co or a Project Co Party;]

"Gross Monthly Availability Deduction"

[means, for Contract Month "n", the amount in pounds sterling calculated by the formula:

SUR x SUF x Daysn

where Daysn is the number of Days in Contract Monthn]

OR

[means, for Contract Month "n", the amount in pounds sterling calculated by the formula:

SUR x TMGSUF

where:

TMGSUF means, for Contract Month "n", the aggregate of the Daily SUF of all the Days in that Contract Month;]

"Gross Service Units" or "GSUs"

means the number of service units attributed to each Functional Area as set out in Appendix 2 to this Schedule Part 14 (Payment Mechanism);

"Helpdesk"

means the helpdesk facilities established by Project Co Pursuant to the Service Level Specification;

"Logged Rectification Time"

means the time which is shown in the Helpdesk records maintained by Project Co in accordance with the Service Level Specification as being the time when a Service Event was Rectified or Remedied, as the case may be[, or, in the event that a failure affecting the Helpdesk occurs, as shown on the manual Helpdesk records maintained by Project Co];

"Logged Report Time"

means the date and time which is shown in the Helpdesk records maintained by Project Co in accordance with the Service Level Specification as being the date and time at which a Service Report was received by the Helpdesk [or, if a failure affecting the Helpdesk occurs, as shown on the manual Helpdesk records maintained by Project Co];

"Major Performance Failure"

means a Performance Failure which has been designated as such in the Service Level Specification or in this Schedule Part 14 (Payment Mechanism);

"Medium Performance Failure"

means a Performance Failure which has been designated as such in the Service Level Specification or in this Schedule Part 14 (Payment Mechanism);

"Minimum Agreed Availability Standards"

means the minimum standards with which a Functional Area must comply, as agreed between the Authority and Project Co, for the period until a Permanent Repair can be undertaken;

"Minimum Availability Deduction"

means, in any Contract Year "n", an amount in pounds sterling calculated using the following formula:

where

MADn is the Minimum Availability Deduction applicable for the relevant Contract Year;

MADo is £[ ], or, where the relevant Functional Area is Unavailable but Used, is £[ ];

IF is the indexation factor being [ ]%;

RPIn is the value of the Retail Price Index published or determined with respect to the month of February which most recently precedes the relevant Contract Year; and

RPIo is the value of the Retail Price Index published or determined with respect to the Base Date;

"Minor Performance Failure"

means a Performance Failure which has been designated as such in the Service Level Specification or in this Schedule Part 14 (Payment Mechanism);

"Monthly Service Payment"

means the sum in pounds sterling calculated in accordance with paragraph 1 of Section 2 (Calculation of Service Payments) of this Schedule Part 14 (Payment Mechanism);

"Pass Through Costs"

means costs payable to Project Co pursuant to Section 6 (Pass Through Costs) of this Schedule Part 14 (Payment Mechanism);

"Performance Failure"

subject to Section 4 (Temporary Repairs) of this Schedule Part 14 (Payment Mechanism), means a Service Event relating to a Performance Standard which has not been Rectified within the relevant Rectification Period (if any);

"Performance Standards"

means the service requirements identified as such, set out in the Service Level Specification;

"Permanent Repair"

means Rectification following the agreement of a Temporary Repair;

"Permanent Repair Deadline"

has the meaning given in paragraph 1.2 of Section 4 (Temporary Repairs) of this Schedule Part 14 (Payment Mechanism);

"Rectification"

means, following the occurrence of a Service Event, making good the Service Event so that the subject matter of the Service Event complies with the levels of Service required pursuant to this Agreement which shall, without prejudice to the generality of the foregoing, include (a) restoring all functional capability and (b) ensuring that any Functional Area which has been affected by the relevant Service Event complies with the Availability Standards and the Performance Standards, as applicable, and "Rectify" and "Rectifying" shall be construed accordingly;

"Rectification Period"

means, where applicable, the period of time specified in the Availability Standards or the Performance Standards, as the case may be, allowed for the Rectification of the relevant Service Event, which period:

(a) shall commence at the Logged Report Time (if the Logged Report Time occurs during Core Time [for the relevant Functional Area]); or

(b) if the Logged Report Time occurs outwith Core Time [for the relevant Functional Area], shall commence at the commencement of the immediately following Core Time [for the relevant Functional Area];

provided that:

(i) subject to Project Co having promptly notified the Authority's Representative of the fact and having recorded the same on the Helpdesk system, the Rectification Period shall be extended by any period during which Project Co was prevented or interrupted by the Authority and any Authority Party from Rectifying any failure to meet the Availability Standards or Performance Standards; and

(ii) if the Rectification Period would otherwise expire outside Core Time [for the relevant Functional Area], it shall be extended so as to expire immediately prior to the start of the next Core Time [for the relevant Functional Area];

"Remedial Period"

means, where applicable, the period of time specified in the Performance Standards within which Project Co must Remedy a Service Event;

"Remedy"

means the actions or tasks, detailed in the column headed [Remedial Period/Remedy] in the Performance Standards, required to remedy a Performance Failure and "Remedied" shall be construed accordingly;

"Service Event"

means an incident or state of affairs which does not meet or comply with the Performance Standards and/or does not satisfy the Availability Standards;

"Service Failure Time"

means the date and time when a Service Event becomes a Performance Failure or an Availability Failure, as the case may be;

"Service Report"

has the meaning given in Section 1 (Service Level Specification) of Schedule Part 12 (Service Requirements);

"Service Unit Rate" or "SUR"

[means, for Contract Year "n", the amount in pounds sterling calculated by the formula:

where:

ASPn is the Annual Service Payment for Contract Year "n" calculated in accordance with paragraph 2 of Section 2 (Calculation of Service Payments) of this Schedule Part 14 (Payment Mechanism); and

TSD is the number of Days in Contract Year "n";]

OR

[means, for Contract Year "n", the amount in pounds sterling calculated by the formula:

where:

ASPn is the Annual Service Payment for Contract Year "n" calculated in accordance with paragraph 2 of Section 2 (Calculation of Service Payments) of this Schedule Part 14 (Payment Mechanism) and

TAGSUF means, for Contract Year "n", the aggregate of the Daily SUF in respect of all of the Days in that Contract Year;]

"Service Units Affected" or "SUA"

means the total Gross Service Units of the Functional Areas affected by an Availability Failure;

"Service Units of the Facilities" or "SUF"

means the total number of Gross Service Units attributable to the Facilities as set out in Appendix 2 of this Schedule Part 14 (Payment Mechanism);

"Temporary Repair"

means, in respect of the occurrence of a Service Event, works of a temporary nature that do not constitute Rectification but satisfy the Minimum Agreed Availability Standards and substantially make good the relevant Service Event for the period until a Permanent Repair can be undertaken;

"Unavailable"

means in relation to a Functional Area that such Functional Area is in a state or condition which does not comply with any one or more of the Availability Standards;

"Unavailable but Used"

means in relation to any Functional Area that it is Unavailable but is used by the Authority for its normal purpose at any time (apart from the purposes of evacuating the Functional Areas and the time taken for such evacuation) during the Core Times including for the avoidance of doubt, for the provision of Authority Services during which it would otherwise be Unavailable;

"Utility Point"

means [ ];

["Whole Facilities Unavailability Threshold"

means that Functional Areas having aggregate Gross Service Units equal to or greater than [30%] of the Service Units of the Facilities are Unavailable or Unavailable but Used;]

["Whole Facilities Unavailability Conditions"

means any of the following conditions:

(a) the Whole Facilities Unavailability Threshold is exceeded; or

(b) more than [●] percent of the total toilet provision for the Facilities, for either sex, is Unavailable; or

(c) [for schools [and FE colleges] a meals related condition caused by a Service Event; or]

(d) [other project specific conditions affecting only parts of the Facilities but which will render the whole of the Facilities substantially unusable for Authority Services].]