4.1 hubco will, as part of the Project Development Partnering Services produce outline proposals for New Projects (a "Stage 1 Submission") which develop and are consistent with the TDP where so requested pursuant to a New Project Request which they have accepted pursuant to paragraph 3.3 above.
4.2 All Stage 1 Submissions will be produced within three (3) months of the relevant confirmation under paragraph 3.3 unless another period is agreed between hubco and the Relevant Participant(s). Without prejudice to the generality of Clause 8.1.6, a Stage 1 Submission shall be produced in accordance with the relevant Partnering Services Method Statement and contain, as a minimum, the following information in sufficient detail to allow all requisite approvals to be obtained by the Relevant Participant(s):
4.2.1 save where the Relevant Participant(s) have indicated in the New Project Request that this is not required, a detailed options appraisal (which must meet any applicable requirements of funding bodies, including, for Projects where an NHS Participant is a Relevant Participant, the requirements set out in the Scottish Capital Investment Manual (or any replacement guidance from time to time)) identifying the option hubco considers, having consulted with the Relevant Participant(s) is most likely to provide the best available value for money solution taking into consideration all relevant factors.
4.2.2 a value for money assessment in respect of the option identified by hubco pursuant to paragraph 4.2.1 above or notified by the Relevant Participant(s) in the New Project Request:
(a) containing:
(i) the relevant Pricing Report produced in accordance with Schedule Part 6 (New Project Pricing Report);
(ii) an elemental cost plan (including defined contingencies for identified risks and matters not known); and
(iii) an indicative financial model or indicative Development Amount Analysis, as the case may be;
(b) explaining, in accordance with the relevant provisions of the Partnering Services Method Statement relative to the value for money requirements of the Project Development Partnering Services, why hubco's proposals demonstrate value for money, taking into account construction and design cost, FM costs, lifecycle costs and all other relevant factors (cost related or otherwise); and
(c) confirming that such proposals would meet the relevant targets and commitments in the Key Performance Indicators;
4.2.3 a description and outline design (to RIBA Stage C) of the New Project sufficient to:
(a) demonstrate that the Participant's requirements (including the Affordability Cap) are likely to be met;
(b) establish that the New Project is likely to provide value for money; and
(c) enable a cost estimate to be prepared with sufficient accuracy to establish whether or not the New Project can be delivered within the Affordability Cap (subject to the inclusion of identified contingencies for matters not yet known);
4.2.4 the results of the following:
(a) desktop study meeting the requirements of [paragraph 6] of the explanatory notes to the Pricing Data,
and, where applicable, in terms of paragraph 4.5,
(b) topographical survey;
(c) Site Investigation studies;
(d) Geotechnical report;
(e) Asbestos report;
(f) Condition report;
(g) traffic study; and
(h) environmental impact report;
4.2.5 whether the New Project requires the transfer of properties by Participant(s) to hubco or to Project Service Providers (or other wholly owned subsidiaries of hubco) and, if so, proposed terms for such transfer and details of the extent of any agreement reached with such Participant(s);
4.2.6 a schedule of all material amendments required to the standard terms of the relevant Template Project Agreement together with a statement of benefit made available to the Relevant Participant(s) by such amendments;
4.2.7 the identity of the Participant(s) and/or other parties who will become Project Agreement Counterparties and where applicable an indication of any other parties which would become tenants in the Facilities to be provided under the New Project;
4.2.8 an explanation of how the New Project fits into the service delivery strategy as set out in the TDP and evidence of how the New Project meets the Relevant Participant(s)' requirements including the Specific Requirements;
4.2.9 the effect (if any) on any employees of the Relevant Participant(s) or relevant third party service providers, including any potential transfer of any such employees to any Project Service Provider or their Supply Chain Members;
4.2.10 an equipment strategy and risk transfer assumptions;
4.2.11 what land (including Participant land) is required to be used in the New Project and where appropriate, an indicative value of that land;
4.2.12 the appropriate contractual route to deliver the New Project taking into account relevant applicable guidance;
4.2.13 where required in terms of the Planning Act for the Facilities in question, evidence of planning permission in principle for the New Project, including a report on any condition attached to such planning permission in principle setting out hubco's recommended strategy for dealing with the same;
4.2.14 a maximum time period for submission of a Stage 2 Submission on the assumption that the New Project achieves Stage 1 Approval (and indicating alternative time periods to accommodate Market Testing if required pursuant to Schedule Part 6 (New Project Pricing Report));
4.2.15 the proposed Project Development Fee referred to in paragraph 1.2 of Schedule Part 4 (Partnering Services Costs); and
4.2.16 a Site Waste Management Plan (incorporating design stage waste reduction actions),
and shall be accompanied by a copy of the most recent hubco Performance Report and confirmation whether or not the Track Record Test has been passed at the date of submission of the Stage 1 Submission.
4.3 In developing a Stage 1 Submission, hubco shall liaise with the Relevant Participant(s) and relevant end users (in the case of end users, such end users to be such persons or organisations as the Relevant Participant(s) in consultation with hubco consider appropriate) as necessary to ensure the best available value for money is achieved through the appropriate consideration of all viable options and informed choices by hubco, stakeholders and the Relevant Participant(s).
4.4 Without prejudice to the requirements of Schedule Part 6 (New Project Pricing Report), the Relevant Participant(s) shall provide hubco with such information as to its/their requirements (including the Specific Requirements) and other inputs as hubco may reasonably require and shall assist hubco in the review of any draft designs and broad proposals in relation to the Stage 1 Submission. Any and all information and other input or feedback so provided shall be provided without warranty and on the same basis as the provision of any information pursuant to Clauses 14.4 to 14.6 and shall be without prejudice to the rights of the Relevant Participant(s) to approve or not approve any New Project as they, in their absolute discretion, deem fit under this Schedule Part 5.
4.5 As part of its preparation for each Stage 1 Submission, hubco shall carry out a desktop study of the relevant site or sites and report (in advance of the Stage 1 Submission) to the Relevant Participant(s) of the results of such studies. Such report shall be accompanied by the recommendations of hubco as to what, if any further studies or investigations (as listed in paragraph 4.2.4 above) should be carried out by hubco for the purposes of producing a Stage 1 Submission. The Relevant Participant(s) shall confirm to hubco which if any such studies and/or investigations are required and hubco shall procure such studies and/or investigations on terms and at prices agreed with the Relevant Participants (which terms shall include the Relevant Participant(s) having the right to rely on the same). Such further surveys shall be carried out at the cost of the Relevant Participant(s) and shall not form part of the Project Development Fee unless the Relevant Participant(s) and hubco agree to the contrary.
4.6 Following receipt of a Stage 1 Submission, the Relevant Participant(s) shall have a period of two (2) months from the date of receipt of the Stage 1 Submission (or such longer period as they may have agreed with hubco in writing, all acting reasonably) in which to notify hubco that it approves or rejects the Stage 1 Submission. It is expected that the TPB will provide a forum for discussion of such Stage 1 Submission. If following the date of the New Project Request, hubco has failed the Track Record Test and, as a result, the Relevant Participants reject the Stage 1 Submission which otherwise meets the requirements of paragraph 4.2, then paragraphs 4.8.3 and 4.9 shall apply.
4.7 Where the Relevant Participant(s) approve a Stage 1 Submission, that New Project shall be known as a "Stage 1 Approved Project" or as having received 'Stage 1 Approval', as the context requires.
4.8 If a New Project in respect of which a Stage 1 Submission has been submitted in accordance with this paragraph 4 does not become a Stage 1 Approved Project then hubco's costs in relation to the preparation of such Stage 1 Submission shall be borne by hubco unless:
4.8.1 the New Project subsequently becomes an Approved Project and the relevant costs are included as part of the Project Development Fee for such Approved Project in accordance with paragraph 1.2.4 of Schedule Part 4 (Partnering Services Costs); or
4.8.2 the Relevant Participant(s) have neither approved nor rejected the Stage 1 Submission within one (1) month of a notice (served no earlier than expiry of the two (2) months period specified in paragraph 4.6 (or such longer period as hubco may have agreed in writing, acting reasonably)) by hubco on the Relevant Participant(s) referring to this paragraph 4.8 and confirming that hubco intends to withdraw the Stage 1 Submission in the absence of approval by the Relevant Participant(s) within such further one (1) month period, in which case where hubco subsequently notifies the Relevant Participant(s) in writing of such withdrawal, hubco shall be entitled to the Incurred Project Development Fee in respect of such Stage 1 Submission calculated in accordance with paragraph 1.9 of Schedule Part 4 (Partnering Services Costs); or
4.8.3 such Stage 1 Submission is rejected by the Relevant Participant(s) solely on grounds that:
(a) the Track Record Test has been failed; or
(b) the Relevant Participant(s) have exercised a right to suspend exclusivity pursuant to Clause 23.3 or Clause 23.10.1,
in which case hubco shall be entitled to the Incurred Project Development Fee relative to such Stage 1 Submission in respect of such Stage 1 Submission in accordance with paragraph 1.9 of Schedule Part 4 (Partnering Services Costs).
4.9 If a Stage 1 Submission submitted in accordance with this paragraph 4 does not become a Stage 1 Approved Project:
4.9.1 in relation to a Qualifying Project where the period of ten (10) years from the Commencement Date has not expired and the Stage 1 Submission is rejected because:
(a) hubco has failed the Track Record Test or the Relevant Participant(s) or any of them have exercised a right to suspend exclusivity pursuant to Clause 23.3 or Clause 23.10.1; or
(b) hubco has not:
(i) demonstrated to the satisfaction of the Relevant Participant(s) that the New Project provides value for money, including demonstration of continuous improvement in value for money where appropriate; or
(ii) met the requirements of paragraph 4.2 relative to such Stage 1 Submission; or
4.9.2 where the New Project in question is not a Qualifying Project; or
4.9.3 where the New Project in question is a Qualifying Project but the period of ten (10) years after the Commencement Date has expired,
then the Relevant Participant(s) shall be entitled to procure the New Project outside the terms of this Agreement and shall not be or be deemed to be in breach of the provisions of Clause 9 (Exclusive Nature of this Agreement) unless, in the case of paragraph 4.9.1(a), they seek to commence the procurement of such New Project during any period when exclusivity in respect of the Relevant Participant(s) has been reinstated pursuant to Clause 9.7, Clause 23.3 or Clause 23.10.1. In all other cases the Relevant Participant(s) shall not be entitled to procure the Required Facilities and/or the provision of the relevant Project Services outside the terms of this Agreement and, if they do so, such action shall and shall be deemed to be a breach of Clause 9 (Exclusive Nature of this Agreement).