26.2.1 Required drafting is set out below:
26.2 Contractor's Records and Provision of Information
(a) The Contractor shall:
(i) at all times maintain a full record of particulars of the costs of performing the Service, including those relating to the design, construction, maintenance, operation and finance;493
(ii) when requested by the Authority, provide a summary of any of the costs referred to in paragraph (i), including details of any funds held by the Contractor specifically to cover such costs, in such form and detail as the Authority may reasonably require to enable the Authority to monitor the performance by the Contractor of its obligations under this Contract; and
(iii) provide such facilities as the Authority may reasonably require for its representatives to visit any place where the records are held and examine the records maintained under this Clause.494
(b) Compliance with the above shall require the Contractor to keep (and where appropriate to procure that the sub-contractors shall keep) books of account in accordance with best accountancy practice with respect to the Contract showing in detail:
(i) administrative overheads;
(ii) payments made to Sub-Contractors and to sub-contractors;
(iii) capital and revenue expenditure;
(iv) such other items as the Authority may reasonably require to conduct cost audits for verification of cost expenditure or estimated expenditure, for the purpose of Clause 5.2 (Delays in Service Commencement due to a Compensation Event), [Section] 13 (Change in Service), Clause 14.8 (Qualifying Change in Law), Clause 15.4.4 (Market Testing) and [Section 15.5] (Benchmarking),
and the Contractor shall have (and procure that the sub-contractors shall have) the books of account evidencing the items listed in paragraphs (i) to (iv) available for inspection by the Authority (and any expert) upon reasonable notice, and shall present a report of these to the Authority as and when requested.
(c) The Contractor shall maintain or procure that the following are maintained.495
(i) a full record of all incidents relating to health, safety and security which occur during the term of the Contract; and
(ii) full records of all maintenance procedures carried out during the term of the Contract,
and the Contractor shall have the items referred to in paragraphs (i) and (ii) available for inspection by the Authority upon reasonable notice, and shall present a report of them to the Authority as and when requested.
(d) The Contractor shall permit records referred to in this Clause to be examined and copied by the Controller and other representatives of the Authority, and by [the Comptroller and Auditor General for Northern Ireland and his representatives].
(e) The records referred to in this Clause shall be retained for a period of at least [5] years after the Contractor's obligations under the Contract have come to an end.
(f) Upon termination of the Contract, and in the event that the Authority wishes to enter into another contract for the operation and management of the Project, the Contractor shall (and shall ensure that the sub-contractors will) comply with all reasonable requests of the Authority to provide information relating to the Contractor's costs of operating and maintaining the Project.
(g) The Contractor shall:
(i) provide to the Authority on 31 March, 30 June, 30 September and 31 December each year a document listing all information provided by it to the Senior Lenders during the preceding three month period and, at the request of the Authority, provide to the Authority any information provided by it to the Senior Lenders during the term of the Contract496 and any other information relating to the Project that the Authority may reasonably require;
(ii) provide to the Authority copies of its annual report and accounts within 30 days of publication;
(iii) provide to the Authority a copy of the [Senior Lenders' Financial Model]497 at Financial Close and (as the same may be amended) within 30 days of any amendment thereto;
(iv) promptly upon the occurrence of a [Financing Default]498 notify the Authority of such Financing Default; and
(v) use all reasonable endeavours to assist the Authority in its preparation of any report required by SIB, from time to time;
(h) The Authority may, in the circumstances referred to in paragraph (g) (iv) above (regardless of whether the Senior Lenders have exercised any enforcement or similar rights under the Senior Financing Agreements) require the Contractor to provide an Interim Project Report499 and to attend, and use all reasonable endeavours to ensure that the Senior Lenders attend, such meetings as the Authority may convene to discuss such Interim Project Report and the circumstances giving rise to it.
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493 The records should include details of any commitments made by the Contractor for future expenditure and details of any funds held by the Contractor.
494 See section 29.6 (Rights of Access).
495 Others may be needed depending on the project.
496 This enables financial information such as audited accounts to be obtained. Alternatively, the precise financial information required can be listed.
497 This may be defined by reference to the Senior Financing Agreements as appropriate.
498 This should be defined by reference to the borrower defaults under the Senior Financing Agreements (and applies whether or not the Senior Lenders choose to accelerate their loan). Please note that this obligation is additional to the obligations of the Agent under clause 11(d) of the Direct Agreement (see Section 31.5).
499 The Authority should insert a definition of Interim Project Report, setting out in this the broad headings and issues which it requires it to cover.