This is the Scottish Government Health Directorates Private Finance and Capital Unit's standard form of memorandum and articles of association of the project company set up to undertake an NPD project. The Scottish Government Health Directorates expects the form to be used substantially un-amended. A certain degree of customisation of the standard form project agreement will be necessary to reflect the individual features of various schemes. However project specific justification must be given to any such customisation and must be approved by the Scottish Government Health Directorates Private Finance and Capital Unit.
Users of the standard form memorandum and articles of association should be aware of the following points:
1. The use of this standard form is mandatory on all schemes.
2. The standard form project agreement contains a number of footnotes which identify certain key issues which Boards will need to consider when using it. This is not an exhaustive list, and the standard form will therefore need to be analysed and reviewed in detail to ensure that it is tailored to the requirements of each project and that its terms (and their impact) are clearly understood by the Board. Customisation should not however extend to Boards seeking to change the substance of commercial terms or making unnecessary drafting amendments. All changes to the standard form require the prior approval of the Scottish Government Health Directorates. Boards should include a summary of any proposed changes to the standard form in their Full Business Case.
3. The standard form is not a replacement for independent, specialist advice and Boards must ensure that they have taken appropriate legal advice before using this document.
4. The standard form should be used in conjunction with the Guidance issued/adopted by the Scottish Government Health Directorates and OGC from time to time.
5. This notice and the footnotes should be removed as appropriate before finalisation of the document for execution and/or submission to bidders.
6. Should you have any questions on the draft you are asked to contact a member of the Scottish Government Health Directorates Private Finance and Capital Unit (www.show.scot.nhs.uk/pfcu).