1985 Act

the Housing Act 1985;

1999 Act

the Local Government Act 1999 (as amended by the Local Government and Public Involvement in Health Act 2007);

Abandon

wholly or substantially wilfully ceases to carry out the [Initial Refurbishment] Works contemplated by the [Construction] [Refurbishment] Programme for twenty (20) consecutive Business Days or during sixty (60) Business Days (whether consecutive or not) in any Contract Year and/or wilfully ceases to provide substantially all the Services for fifteen (15)1 consecutive Business Days or during thirty (30) Business Days (whether consecutive or not) in any Contract Year, except when relieved of the obligation to do so by the express provisions of this Agreement;

Access Protocol

[an Access Protocol may be required.  A specimen is contained in Appendix 1A which can be adapted for specific projects];

Access Refusal Event

has the meaning given to it in paragraph 1 of the Access Protocol;

Access Refusal and Tenant Waiver Waiting List

the waiting list to be maintained by the Contractor of the Dwellings subject to an Access Refusal Event, Decant Refusal Event or Tenant Waiver Event in accordance with the Access Protocol, Decant Protocol, Tenant Waiver Protocol;

Account Bank

[               ] ;

Additional Permitted Borrowing

on any date, the amount equal to any amount of principal outstanding under the Senior Financing Agreements (as the same may from time to time be amended, whether or not with the approval of the Authority) in excess of the amount of principal scheduled under the Senior Financing Agreements at Financial Close to be outstanding at that date, but only to the extent that:

a)  this amount is less than or equal to the Additional Permitted Borrowings Limit; and

b)  in respect of any Additional Permitted Borrowing the Agent is not in material breach of its obligations underclause [10.4.3] of the Direct Agreement as it applies to such Additional Permitted Borrowing

and provided further that any such excess amount of principal which is:

(i)  invested as part of any Qualifying Variation;

(ii)  outstanding from time to time as a result of any drawing under the Senior Financing Agreements as entered into at the date of this Agreement, disregarding any subsequent amendment; or

(iii)  outstanding from time to time as a result of any amendment to the Senior Financing Agreements in respect of which the Authority has agreed that its liabilities on a termination may be increased pursuant toclause 47.3 (Changes to Financing Agreements),

shall not be counted as Additional Permitted Borrowing;

Additional Permitted Borrowings Limit

an amount equal to:

a)  ten percent (10%) of the Original Senior Commitment, for any Additional Permitted Borrowing subsisting in the period from the date of Financial Close to the date on which the amount outstanding under the Senior Financing Agreements is reduced to fifty percent (50%) or less of the Original Senior Commitment; and thereafter

b)  the higher of:

(i)  five percent (5%) of the Original Senior Commitment; and

(ii)  the amount of any Additional Permitted Borrowing outstanding on the last day of the period referred to in (a);

Adjoining Property

any land and/or property adjoining or in the neighbourhood of the [Dwellings, Properties/Project] and each and every part thereof including all conduits, roads, footpaths, walls, fences, buildings and other erections and all service media and other apparatus on, under or within such land and/or property;

Adjudicator

has the meaning given to it in clause 60.3 (Adjudication);

Adjusted Estimated Fair Value of the Contract

the Estimated Fair Value of the Contract, less an amount equal to the aggregate of:

a)  where relevant, any Post Termination Service Amounts paid to the Contractor (if a positive number);2

b)  the Tender Costs; and

c)  amounts that the Authority is entitled to set off or deduct under clause 33.8(Rights of Set Off),

plus an amount equal to the aggregate of:

i.  all credit balances on any bank accounts held by or on behalf of the Contractor on the date that the Estimated Fair Value of the Contract is calculated;

ii.  any insurance proceeds and other amounts owing to the Contractor (and which the Contractor is entitled to retain) to the extent not included in i. above; and

iii.  the Post Termination Service Amounts (if a negative number),

to the extent that:

•  i., ii. and iii. have not been directly taken into account in calculating the Estimated Fair Value of the Contract; and

•  the Authority has received such amounts in accordance with this Agreement or such amounts are standing to the credit of the Joint Insurance Account

Adjusted Highest Compliant Tender Price

the Highest Compliant Tender Price less the aggregate of:

a)  any Post Termination Service Amounts3 paid to the Contractor to date;

b)  the Tender Costs; and

c)  amounts that the Authority is entitled to set off or deduct under clause 33.8(Rights of Set Off),

plus an amount equal to the aggregate of:

i.  all credit balances on any bank accounts held by or on behalf of the Contractor on the date that the highest priced Compliant Tender is received;

ii.  any insurance proceeds and other amounts owing to the Contractor, to the extent not included in (i) above; and

iii.  the Post Termination Service Amounts (if a negative number),

to the extent that

•  i., ii. and iii. have not been directly taken into account in that Compliant Tender; and

•  the Authority has received such amounts in accordance with this Agreement;

Administering Authority

[name of administering authority] of [address] acting in its capacity as administrator of the Fund;

Admission Body

means either a transferee admission body or a community admission body for the purposes of regulations 5 and 6 of the LGPS Administration Regulations, respectively;

Adverse Rights

means interests, rights, covenants, restrictions, stipulations, easements, customary or public rights, local land charges, mining or mineral rights, franchise, manorial rights and any other rights or interests in or over land in each case whether or not registered that would, if exercised, prevent or disrupt the carrying out of the Works and/or the provision of the Services;

Affected Party

has the meaning given to it in the definition of Force Majeure Event in this clause 1.1 (Definitions);

Affiliate

in relation to any person, any Holding Company or any Subsidiary of that person or any Subsidiary of such Holding Company;

Agent

[                     ] in its capacity as agent for the Senior Lenders under the Senior Financing Agreements;

Agreed Form

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;

Agreement

this agreement (including its Schedules and Appendices);

Allocations and Nominations Protocol

[an Allocations and Nominations Protocol may be required.  A specimen is contained in Appendix 1F which can be adapted for specific projects];

Ancillary Intellectual Property Rights

any and all Intellectual Property Rights which are not Generated Intellectual Property Rights including without limitation any Intellectual Property Rights created prior to the date of this Agreement by the Contractor;

Ancillary Rights

such rights of passage over, access to and egress from the [Project Site] as shown in the [Site Plan] where:

a)  areas shown coloured [blue] are exclusively licensed to the Contractor during the period shown on the relevant Site Plan;

b)  areas shown coloured [red] are non-exclusively licensed to the Contractor during the period shown on the relevant Site Plan; and

c)  areas shown coloured [brown] are non-exclusively licensed to the Contractor for the purpose of the passing and re-passing of pedestrians, vehicles and plant during the period shown on the relevant [Project Site Plan] but not for occupation by the Contractor or any Contractor Related Party;

Annual Service Plan

has the meaning given to it in clause 35.3 (Annual Service Report and Annual Service Plan);

Annual Service Report

has the meaning given to it in clause 35.3 (Annual Service Report and Annual Service Plan);

Annual Service Report Date

28 February in each year of the Contract Year;

APB Distribution

for the period during which the Additional Permitted Borrowing subsists, an amount equal to the aggregate of all Distributions made during that period up to an amount equal to the principal of the Additional Permitted Borrowing on the first day of that period;

Approved Purposes

has the meaning given to it in clause 62.1 (Project Data);

Approved RDD Item

an item of Reviewable Design Data which has been returned or deemed to have been returned marked "no comment" or "proceed subject to amendment" under the Review Procedure;

Arbitrator

has the meaning given to it inclause 60.12 (Reference to Arbitration);

Asbestos Survey

a survey procured by the Authority in accordance with the Asbestos Surveyor' Appointment in relation to Dwellings and Properties that are to be refurbished [or demolished]  identifying actual or potential asbestos in any such Dwelling or Properties4;

Asbestos Surveyor

[insert name] of [insert address];

Asbestos Surveyor's Appointment

an appointment dated [INSERT DATE] between [INSERT PARTIES] pursuant to which the Asbestos Surveyor carried out the Asbestos Survey;

ASBO

means an anti-social behaviour order as defined in the Crime and Disorder Act 1998;

Assets

all assets and rights to enable the Authority or a successor contractor to own, operate and maintain the Project in accordance with this Agreement including:

a)  any land or buildings;5

b)  any equipment;

c)  any books and records (including operating and maintenance manuals, health and safety manuals and other know how);

d)  any spare parts, tools and other assets (together with any warranties in respect of assets being transferred);

e)  any revenues and any other contractual rights; and

f)  any Intellectual Property Rights subject to and in accordance with clause 62 (Intellectual Property),

but excluding any assets and rights in respect of which the Authority is full legal and beneficial owner;

Assigned Employees

has the meaning given to that term in clause 29.15 (Retendering);

Associated Company

in respect of a relevant company, a company which is a Subsidiary, a Holding Company or a company that is a Subsidiary of the ultimate Holding Company of that relevant company, and in the case of the Contractor shall include [Holdco6 and] each of the Shareholders;

Authority Break Point Date

[                  ]7;

Authority Change

has the meaning given to it in the Change Protocol;

Authority Change Notice

has the meaning given to it in the Change Protocol;

Authority Default

one of the following events:

a)  an expropriation, sequestration or requisition of a material part of the Assets and/or shares of the Contractor by the Authority or other Relevant Authority;

b)  a failure by the Authority to make payment of any amount of money exceeding £[insert amount] (indexed) that is due and payable by the Authority under this Agreement within [twenty (20)] Business Days of service of a formal written demand by the Contractor, where the amount fell due and payable [two (2)] (or more) months prior to the date of service of the written demand;

c)  a breach by the Authority of its obligations under this Agreement which substantially frustrates or renders it impossible for the Contractor to perform its obligations under this Agreement for a continuous period of [two (2)] months; or

d)  a breach by the Authority of clause 63.1 (Restrictions on Transfer of the Agreement by the Authority);

Authority Default Termination Sum

the amount payable in accordance with clause 44 (Compensation on Termination for Authority Default/Voluntary Termination/Authority Break Point Date);

Authority Existing Employee

in relation to any service equivalent to any of the Services all those persons employed by the Authority under a contract of employment (excluding to avoid doubt (without limitation) any person engaged by the Authority as an independent contractor or persons employed by any sub-contractor engaged by the Authority) who are wholly or substantially engaged in the provision of that service as at the Relevant Service Transfer Date;

Authority's Policies

the policies of the Authority referred to in Schedule 12 (Authority's Policies) as any such policies may be amended in line with clause 53 (Authority and Contractor Changes);

Authority Property

has the meaning given to it in clause 56.1 (Contractor's Indemnity);

Authority Related Party

any officer, agent, employee of the Authority acting in the course of his office or employment including any sub-contractors engaged by the Authority in relation to the Services;

Authority's Protocols8

together the:-

a)  Access Protocol as contained in Appendix 1A

b)  Tenant Waiver Protocol as contained in Appendix 1B

c)  Decant Protocol as contained in Appendix 1C

d)  Home Ownership Protocol as contained in Appendix 1D;

e)  Disrepair Transitional Arrangements Protocol as contained in Appendix 1E;

f)  Allocations and Nominations Protocol as contained in Appendix 1F;

g)  ICT Protocol as contained Appendix 1G;

h)  Trees Protocol as contained in Appendix 1H;

i)  Tenant and Third Party Damage Protocol as contained in Appendix 1I;

Authority's Representative

the representative appointed by the Authority pursuant to clause 12.4 (Authority's Representative);

Authority Warranted Data9

the data and/or information relating to Housing Information warranted by the Authority to the Contractor in Part 2 of Schedule 9 (Warranted Data);

Available

has the meaning given to it in Schedule 4 (Payment Mechanism);

Available Rented Dwelling

a Dwelling which on the date of the commencement of a Tenancy Agreement will be Available;

Availability Certification Requirements

the requirements in the first column of [Part] [Annex] 1 of the Property Management Standards Table;

Availability Standards

each or all of the Availability Standards Rented (Initial), Availability Standards Leasehold (Initial), [Availability Standards Rented (Interim)], Availability Standards Rented (Full) and Availability Standards Leasehold (Full);

Availability Standards (Full)

when the context so admits both or together the Availability Standards Rented (Full) and the Availability Standards Leasehold (Full);

Availability Standards (Initial)

when the context so admits both or together the Availability Standards Rented (Initial) and the Availability Standards Leasehold (Initial);

Availability Standards Leasehold10 (Full)

the full standards applicable to Leasehold Dwellings set out as Service Level Requirements with "A" or "%" against them in the column headed "Full Leasehold Standard" in the Property Management Standards Table;

Availability Standards Leasehold11 (Initial)

the initial standards applicable to Leasehold Dwellings set out in the Availability Certification Requirement with "Y" against them in the column headed "Initial Standard" of the Property Management Standards Table;

Availability Standards Rented12 (Full)

the full standards applicable to Rented Dwellings set out as Service Level Requirements with "A" or "%" against them in the column headed "Full Tenanted Standard" in the Property Management Standards Table;

Availability Standards Rented13 (Initial)

the initial standards applicable to Rented Dwellings set out in the Availability Certification Requirements with "Y" against them in the column headed "Initial Tenanted Standard" of the Property Management Standards Table;

[Availability Standards Rented (Interim)]

The interim standards applicable to the Rented Dwellings set out in [                    ] of the Property Management Standards Table;]

Barred List

the barred lists provided for under the Safeguarding Vulnerable Groups Act 2006;

Base Case

the financial model agreed between the parties prior to the date of this Agreement (as updated from time to time in accordance with the terms of this Agreement) for the purpose of, amongst other things, calculating the Unitary Charge;

Base Case Equity IRR14

[insert number] per cent;

Base Senior Debt Termination Amount15

subject to clause 47.3 (Changes to Financing Agreements):

a)  all amounts outstanding at the Termination Date, including interest and Default Interest accrued as at that date, from the Contractor to the Senior Lenders in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing); and

b)  all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs16, payable by the Contractor to the Senior Lenders as a result of a prepayment in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing), or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Agreement, subject to the Contractor and the Senior Lenders mitigating all such costs to the extent reasonably possible;

less, to the extent it is a positive amount, the aggregate of (without double counting in relation to the calculation of the Base Senior Debt Termination Amount or the amounts below):

(i)  all credit balances17 on any bank accounts (but excluding the Joint Insurance Account18) held by or on behalf of the Contractor19 on the Termination Date;

(ii)  any amounts claimable on or after the Termination Date in respect of Contingent Funding Liabilities;

(iii)  all amounts, including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Senior Lenders to the Contractor as a result of prepayment of amounts outstanding in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing), or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Agreement; and

(iv)  all other amounts received by the Senior Lenders on or after the Termination Date and before the date on which any compensation is payable by the Authority to the Contractor as a result of enforcing any other rights they may have;

Best Value Duty

the duty imposed on the Authority by Section 3 of the 1999 Act in relation to, inter alia, any one (1) or more of the Services;

Best Value Inspector

an officer, agent or employee of the Audit Commission or other Relevant Authority empowered to inspect the Authority's compliance with the Best Value Duty in accordance with Part 8 of the Local Government and Public Involvement in Health Act 2007 (Local Services: Inspection and Audit) and Best Value Inspection shall be interpreted accordingly;

Best Value Performance Indicators

The National Performance Indicators for the Services or any other performance indicators published in guidance or Legislation as may be issued by the Secretary of State, the Audit Commission or any other competent authority from time to time;

[Building] [Refurbishment] Contract

subject to clause 47.2 (Changes to Project Documents) the [building] [refurbishment] contract in the Agreed Form between the Contractor and the [Building] [Refurbishment] Contractor relating to the [Initial Refurbishment] Works;

[Building] [Refurbishment] Contract Dispute

has the meaning given to it in clause 60.17 (Similar Disputes);

[Building] [Refurbishment]  Contractor

[insert name and company registered number] of [insert address], or such other building contractor as the Contractor may, subject to clause 47.2 (Changes to Project Documents), appoint to carry out the [Initial Refurbishment] Works;

Business Days

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

CAA Change

has the meaning given to it in the Change Protocol;

CAA Change Notice

has the meaning given to it in clause 35.3;

CAA Date

the date or dates of any Comprehensive Area Assessment to be conducted by the Authority, as notified to the Contractor by the Authority in accordance with provisions of clause 35.4.1;

CAA Plan

has the meaning given to it in clause 35.4.6;

Capital Expenditure

any expenditure which falls to be treated as capital expenditure in accordance with generally accepted accounting principles in the United Kingdom from time to time, International Financial Reporting Standards from time to time, or proper accounting practices for local authorities as defined by Section 21(2) of the Local Government Act 2003 and Regulation 31 of the Local Authorities (Capital Finance and Accounting)(England) Regulations 2003;

CDM Regulations

the Construction (Design and Management) Regulations 2007;

Certificate of Availability20

a [Certificate of Availability Rented (Interim Standard) or a] Certificate of Availability Rented (Full Standard) or a Certificate of Availability Leasehold (Full Standard) as the case may be;

Certificate of Availability (Full Standard) 21

where the context so admits both or together the Certificate of Availability Rented (Full Standard) and Certificate of Availability Leasehold (Full Standard);

Certificate of Availability Rented (Full Standard) 22

a certificate [issued by the Independent Certifier in accordance with the Independent Certifier's Deed of Appointment] stating the satisfaction, in relation to any Rented Dwelling referred to in the certificate, of the Availability Certification Requirements for the Availability Standards Rented (Full) with the Availability Standards Rented (Full) applying from the first day of the month following certification;

[Certificate of Availability Rented (Interim Standard) 23

a certificate [issued by the Independent Certifier in accordance with the Independent Certifier's Deed of Appointment] stating the satisfaction, in relation to any Rented Dwelling referred to in that certificate, of the Availability Certification Requirements for the Availability Standards Rented (Interim)];

Certificate of Availability Leasehold (Full Standard)

a certificate [issued by the Independent Certifier in accordance with the Independent Certifier's Deed of Appointment] stating the satisfaction, in relation to any Leasehold Dwelling referred to in the certificate, of the Availability Certification Requirements for the Availability Leasehold Standards (Full) with the Availability Standards Leasehold (Full) applying from the first day of the month following certification;

Certification Requirements

the requirements which must be satisfied for a contract to be a certified contract for the purposes of the Local Government (Contracts) Act 1997;

Cessation Date24

any date on which the Contractor or the relevant sub-contractor ceases to be an Admission Body other than as a result of the termination of this Agreement or because it ceases to employ any Eligible Employees;

Change in Costs

in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated costs, losses or liabilities of the Contractor and/or any Sub-Contractors (without double counting), including, as relevant, the following:

a)  the reasonable costs of complying with the requirements of clauses 16 (Extensions of Time), 52 (Change in Law), 54 (Authority Step-In), 65 (Financial Adjustments), including the reasonable costs of preparation of design and estimates;

b)  the costs of continued employment of, or making redundant, staff who are no longer required;

c)  the costs of employing additional staff;

d)  reasonable professional fees;

e)  the costs to the Contractor of financing any Relevant Event (and the consequences thereof) including commitment fees and capital costs interest and hedging costs, lost interest on any of the Contractor's own capital employed and any finance required pending receipt of a lump sum payment or adjustments to the Unitary Charge;

f)  the effects of costs on implementation of any insurance reinstatement in accordance with this Agreement, including any adverse effect on the insurance proceeds payable to the Contractor (whether arising from physical damage insurance or business interruption insurance (or their equivalent)) in respect of that insurance reinstatement and any extension of the period of implementation of the insurance reinstatement;

g)  operating costs, or life cycle, maintenance or replacement costs;

h)  Capital Expenditure (or, in the case of a Relevant Event which is a Qualifying Change in Law, Capital Expenditure for which the Authority is responsible);

i)  the costs required to ensure continued compliance with the Financing Agreements;

j)  any deductible or increase in the level of deductible, or any increase in premium under or in respect of any insurance policy; and

k)  Direct Losses including reasonable legal expenses on an indemnity basis;

Change in Law

the coming into effect after the date of this Agreement of:

a)  Legislation, other than any Legislation which on the date of this Agreement has been published:

(i)  in a draft Bill as part of a Government Departmental Consultation Paper;

(ii)  in a Bill;

(iii)  in a draft statutory instrument; or

(iv)  as a proposal in the Official Journal of the European Communities;

b)  any Guidance; or

c)  any applicable judgment of a relevant court of law which changes a binding precedent;

Change in Ownership

a)  any sale, transfer or disposal of any legal, beneficial or equitable interest in any or all of the shares in the Contractor [and/or Holdco] [and/or               [        ]] (including the control over the exercise of voting rights conferred on those shares, control over the right to appoint or remove directors or the rights to dividends); and/or

b)  any other arrangements that have or may have or which result in the same effect as paragraph (a) above of this definition of Change in Ownership;

Change in Revenue

in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated income of the Contractor and/or any Sub-Contractor (without double counting);

Change Protocol

means that procedure set out in Schedule 25 (Change Protocol);25

Change to Number of Dwellings by Tenure or CNDT26

Statutory CNDT and/or a Voluntary CNDT;

CNDT Adjustment Date

the [           ] and the date at the end of each period of [six] months thereafter during the Contract Period;

CNDT Compensation

In respect of each Dwelling, the amount of compensation due to the Contractor as a consequence of a CNDT as calculated in accordance with clause 28.6 (Changes to Numbers of Dwellings by Tenure);

CNDT Date

the date upon which the CNDT actually occurs in respect of a Dwelling;

CNDT Model

the specific model constructed to calculate the CNDT Compensation at Annex [    ];

CNDT Notice

a notice served (and not withdrawn) by the Authority under clause 28.6.1 (Change to Numbers of Dwellings by Tenure) where a Dwelling is subject to a Statutory CNDT or Voluntary CNDT;

CNDT Review Date

the [30th] day of each month during the Contract Period;

CNDT Standard

has the meaning given to it in clause 28.6.6 (Changes to Number of Dwellings by Tenure);

CNDT Survey

has the meaning given to it in clause 28.6.6 (Changes to Number of Dwellings by Tenure);

Code27

the Code of Practice on Workforce Matters in Local Authority Service Contracts as currently contained in DCLG Circular 3/03 Annex D;

Code Dispute Resolution Procedure

the procedure set out in Schedule 20 (Code Dispute Resolution Procedure);

Code Obligations28

the express obligations of the Contractor in clause 29.14 (Compliance with Code Obligations) which derive from the Code;

Code of Practice

has the meaning given to it in clause 55.10.8 (Freedom of Information);

Collateral Warranty

Commencement Date

the date of this Agreement;

Commercially Sensitive Information

the sub set of Confidential Information listed in column 1 of Part 1 (Commercially Sensitive Contractual Provisions) and column 1 of Part 2 (Commercially Sensitive Material) of Schedule 22 (Commercially Sensitive Information) in each case for the period specified in column 2 of Parts 1 and 2 of Schedule 22 (Commercially Sensitive Information);

Committed Stand-by Facility

[a standby facility committed to by the Senior Lenders at the date of this Agreement for the purposes of funding any unforeseen cost overruns, increased expenses or loss of revenues to be incurred by the Contractor];

Common Parts

any:-

a)  sewers, drains, channels, ducts, watercourses, cables, pipes, wires and heating systems or other services installations;

b)  accesses, entrances, passages, landings, staircases, gardens, refuse areas, forecourts, roadways and pathways; and

c)  roofs, walls, floors, ceilings, foundations, timbers, joists, beams, chimney stacks, gutters and rain water and soil pipes,

used in common by residents of one or more Dwellings;

Compensation Date

Either

a)  if clause 43.2 (Retendering Procedure) applies, the earlier of:

(i)  the date that the New Agreement is entered into; and

(ii)  the date on which the Authority pays the Adjusted Highest Compliant Tender Price to the Contractor; or

b)  if clause 43.3 (No Retendering Procedure) applies, the date on which the Adjusted Estimated Fair Value of the Contract has been agreed or determined;

Compensation Event

a breach by the Authority of any of its obligations or of any warranty under this Agreement29 and any other matter or event expressly referred to as required to be treated as or deemed to be a Compensation Event within this Agreement;

Compensation Regulations

the Local Government (Discretionary Payments) Regulations 1996 (as amended) and the Local Government (Early Termination of Employment) (Discretionary Compensation) (England and Wales) Regulations 2006 (as amended);

Compliant Tender

any tender submitted by a Compliant Tenderer that meets the Qualification Criteria notified under clause 43.2 (Retendering Procedure);

Compliant Tenderer

a tenderer who is a Suitable Substitute Contractor;

Comprehensive Area Assessment

any comprehensive area assessment of the Authority's services (including the Services) undertaken by the Audit Commission or any other Relevant Authority or competent authority pursuant to any Legislation and guidance issued by the Secretary of State, Audit Commission or any other competent authority from time to time;

Confidential Information

a)  information that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) and may include information whose disclosure would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-  how of either party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1988; and

b)  Commercially Sensitive Information.30

Consents

all permissions, consents, approvals, certificates, permits, licences, and authorisations of a Relevant Authority required for the performance of any of the Contractor's obligations under this Agreement;

Construction Panel

has the meaning given to it in clause 60.4 (Identity of Adjudicator);

[Construction] [Refurbishment] Programme

the programme for the carrying out of the [Initial Refurbishment] Works as contained in Part 3 of Schedule 2 (Contractor's Proposals) as may be varied from time to time in accordance with the Review Procedure;

Contamination

means all or any pollutants or contaminants, including any chemical or industrial, radioactive, dangerous, toxic or hazardous substance, waste or residue (whether in solid, semi-solid or liquid form or a gas or vapour) and including without limitation genetically modified organisms;

Contingent Funding Liabilities

means the contingent or future liabilities (if any) at the relevant time of:

(a)  the Shareholders; and/or

(b)  the Subordinated Lender; and/or

(c)  any other parties providing equity or subordinated debt

owed under any of the Project Documents and/or any of the Financing Agreements to the Contractor, Holdco and/or the Senior Lenders, together with, without double counting, any security (by way of letter of credit, guarantee or otherwise) for those liabilities.

Contract Month

any month in a Contract Year provided that:

a)  the first Contract Month shall commence on the Commencement Date and end on the last day of the month in which the Commencement Date occurs; and

b)  the last Contract Month shall begin on the first day of the month in which the last day of the Contract Period occurs and end on that day;

Contract Period

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

Contract Year

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 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;

Contractor Admission Agreement

an admission agreement entered into in accordance with Regulation 5 of the LGPS Administration Regulations (in the case of a community admission body) or Regulation 6 of the LGPS Administration Regulations (in the case of a transferee admission body) by the Administering Authority, the Authority and the Contractor or a sub-contractor (as appropriate);

Contractor Change

has the meaning given in the Change Protocol;

Contractor Change Notice

has the meaning given in the Change Protocol;

Contractor Default

any one or more of the following events:

a)  a breach by the Contractor of any of its obligations under this Agreement which materially and adversely affects the performance of the Services;

b)  a Persistent Breach occurs;

c)  a court makes an order that the Contractor [or Holdco] be wound up or a resolution for a voluntary winding-up of the Contractor [or Holdco] is passed [or (if the Contractor [or Holdco] is a Registered Social Landlord) it has a petition presented for its winding up and notice is served on the Housing Corporation under Section 41 of the Housing Act 1996]31;

d)  any receiver or manager in respect of the Contractor [or Holdco] is appointed or possession is taken by or on behalf of any creditor of any property that is the subject of a charge;

e)  any voluntary arrangement is made for a composition of debts or a scheme of arrangement is approved under the Insolvency Act 1986 or the Companies Act 200632 in respect of the Contractor [or Holdco];

f)  an administration order is made, or an administrator is appointed in respect of the Contractor [or Holdco] [or (if the Contractor [or Holdco] is a Registered Social Landlord) it has an order made against it under paragraphs 23(2)(b) and (c) and 24(2)(c) and (d) of Schedule 1 of the Housing Act 1996 or a notice is served upon the Housing Corporation under sections 40 or 41 of the Housing Act 1996]33;

g)  a breach by the Contractor of its obligations under clause 63.2 (Restriction on the Contractor) occurs;

h)  a breach of clause 64.5 (Restricted Share Transfer) [or clauses 64.1 to 64.4 (Corporate Structures)]34 occurs;

i)  the Contractor Abandons the Project at any time;

j)  the Contractor has not commenced the [Initial Refurbishment] Works by [insert date];

k)  a Certificate of Availability for [each] [all] of the Dwellings in the Project has not been issued by the date six months after the [Planned Refurbishment Completion Date] [Planned Services Commencement Date];35

l)  a Certificate of Availability for [insert number] of the Dwellings in the Project has not been issued by the Milestone Completion Date];36

m)  in any [insert number] month period the Authority has been entitled to reduce the amount of the Unitary Charge by more than [insert number] per cent through Unavailability Deductions;

n)  in each and every month of any [insert number] month period the Authority has been entitled to reduce the amount of the Unitary Charge by more than [insert number] per cent through Performance [Point] Deductions;

o)  a breach by the Contractor of its obligations to take out and maintain any of the Required Insurances;

p)  failure to replace a sub-contractor following the occurrence of a Public Safety Incident in accordance with clause 25.3 (Public Safety);

Contractor Related Party37

a)  an officer, servant or agent of the Contractor, or any Affiliate of the Contractor and any officer, servant or agent of such a person;

b)  any Sub-Contractor or other sub-contractor of the Contractor and any of their officers, servants or agents;

c)  any person on or at any Dwellings or Properties at the express or implied invitation of the Contractor (other than an Authority Related Party);

and for the avoidance of doubt excluding any Leaseholder and any Tenant38;

Contractor Scheme

the retirement benefits schemes established or to be established under clause 30.7.1 (Contractor Scheme);

Contractor's Contractual Method Statements39

those of the Contractor's method statements for the provision of the [Initial Refurbishment] Works and Services to satisfy the Output Specification which are to be contractually binding upon the Contractor as contained in Part 1 [Construction] [Refurbishment] Proposals and Part 2 Service Delivery Proposals of Schedule 2 (Contractor's Proposals), and/or any proposed variation to the Contractor's Proposals to which the Authority does not raise objections in accordance with the Review Procedure;

[Contractor's Procedures40

those of the Contractor's method statements and procedures (excluding the Contractor's Contractual Method Statements) from time to time for the provision of the [Initial Refurbishment] Works and Services to satisfy the Output Specification, any proposed variation to which the Authority may raise comments in accordance with the Review Procedure];

Contractor's Proposals

the specific proposals for the [provision/refurbishment] of the [Dwellings Properties] and provision of the Services to satisfy the Output Specification, as contained in Schedule 2 (Contractor's Proposals) [and the Contractor's Procedures];

Contractor's Representative

the person to be appointed by the Contractor pursuant to clause 12.1 (Contractor's Representative);

Contractor's Share

the percentage figure corresponding to that part of the amount of Cumulative Capital Expenditure at the relevant time, as shown in the first column of the table set out in Schedule 3 (Change in Law- Contractor's Share);

Contractor Termination Notice

has the meaning given to it in clause 37.2 (Termination on Authority Default);

Contractor Warranted Data

the data and/or information relating to the Contractor and its Affiliates contained in Part 3 of Schedule 9 (Warranted Data);

Convictions

other than in relation to any minor road traffic offences, any previous or pending prosecutions, convictions, cautions and binding overs (including any spent convictions as contemplated by section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act 1974 (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment of that Order);

Criminal Records Bureau

the bureau established pursuant to Part V of the Police Act 1997;

Cumulative Capital Expenditure

the aggregate of:

a)  all Capital Expenditure that has been incurred as a result of each General Change in Law that has come into effect on or after the [Refurbishment Works Completion Date][Services Commencement Date] for the [Dwellings or Properties]; and

b)  the amount of Capital Expenditure that is agreed, or determined to be required, as a result of a General Change in Law under clause 52 (Change in Law);

Customer Satisfaction Survey

has the meaning given in clause 35.2 (Customer Satisfaction Survey);

Customer Satisfaction Survey Date

the date which is [insert number] months prior to [the [number] Annual Service Report Date and each [insert] anniversary thereof during the Contract Period] [each CAA Date];

Cyclical Maintenance and Replacement [Programme] [Plan]

the programme for Cyclical Maintenance and Renewal Works as contained in Part 4 of Schedule 2 (Contractor's Proposals) as may be varied from time to time in accordance with the Review Procedure;

Cyclical Maintenance and Renewal Works

the works relating to the maintenance of and renewal of elements of the Dwellings or Properties required to satisfy the Output Specification;

Decant41

to carry out the removal of a Tenant from a Dwelling into Suitable Alternative Accommodation followed by the option for that Tenant to return to the same Dwelling as a result of carrying out the [Initial Refurbishment] Works [or by Services] and the expressions Decanting and Decanted shall be construed accordingly;

Decant Protocol 42

[a Decant Protocol may be required. A specimen is contained in Appendix 1C which can be adapted for specific projects];

Decant Refusal Event43

has the meaning given to it in paragraph [8.1] of the Decant Protocol;

Decision Date

means the date of any Equal Pay Ruling;

Deductions

where the context so admits either or both of Unavailability Deductions and Performance Deductions;

Deemed New Contract

an agreement on the same terms and conditions as this Agreement as at the Termination Date, but with the following amendments:

a)  if this Agreement is terminated during the [Initial Refurbishment] Works Period, then the relevant [Planned Refurbishment Completion Dates] [Planned Services Commencement Dates] shall be extended by such period as would have been granted to allow a New Contractor to achieve completion of the Works at the [Project Site] [Dwellings] [Properties] in question;

b)  any accrued [Unavailability Deductions44 or Performance Deductions]  [performance points and/or warning notices] shall, for the purposes of termination only, and without prejudice to the rights of the Authority to make financial deductions, be cancelled; and

c)  the term of such agreement shall be for a period equal to the term from the Termination Date to the Expiry Date;

Default Interest

any increased margin that is payable to the Senior Lenders or which accrues as a result of any payment due to the Senior Lenders not being made on the date on which it is due;

Defect

any defect in any Dwelling or Property, or any part of them, attributable to:-

a)  defective design;

b)  defective workmanship or defective materials, plant or machinery used in the construction of such building(s) having regard to Good Industry Practice and to applicable British standards and codes of practice current at the date of construction of the building comprising the relevant Property or part thereof;

c)  defective installation of anything in or on a Dwelling or Property having regard to Good Industry Practice and to applicable British standards and codes of practice current at the date of such installation;

d)  defective preparation of the site on which a Dwelling or Property is constructed; or

e)  adverse ground conditions at the site on which a Dwelling or Property is constructed except;

Design and Construction Plan

the design and construction plan for the carrying out of the [Initial Refurbishment] Works as contained in Part 5 of Schedule 2 (Contractor's Proposals) as may be varied from time to time in accordance with the Review Procedure;

Design Data

all drawings, reports, documents, plans, software, formulae, calculations and other data relating to the design, construction, testing or operation of the Dwellings or Properties;

Direct Agreement45

the direct agreement dated on or about the date of this Agreement and made between the Authority, the Contractor and the [Agent];

Direct Losses

all damage, losses, indebtedness, claims, actions, cash, expenses (including the cost of legal or professional services, legal costs being on an agent/client, client paying basis), proceedings, demands and charges whether arising under statute, contract or at common law but, to avoid doubt, excluding Indirect Losses;

Directive

the EC Acquired Rights Directive 77/187 as amended;

Disclosed Data

information relating to the Project disclosed to the Contractor and its Shareholders and advisers prior to the date of this Agreement including:

a)  the Invitation to Submit a Detailed Solutions; and

b)  the data room located at [insert details];

c)  [others];

Disclosed Searches

means the searches listed in Part 2 of Schedule 26 (Title Matters)

Disclosed Title Matters

means the matters set out in Part 4 of Schedule 26 (Title Matters)

Discriminatory Change in Law

a Change in Law, the terms of which apply expressly to:

a)  the Project and not to similar projects procured under the PFI;

b)  the Contractor and not to other persons; and/or

c)  PFI Contractors and not to other persons;

Disputed Amount

has the meaning given to it in clause 33.4 (Disputed Amounts);

Dispute Resolution Procedure

the procedure for the resolution of disputes set out in clause 60 (Dispute Resolution);

Disrepair Action46

the service of any Disrepair Notice or the commencement of any other action by a Tenant, Leaseholder or other legal occupier of a Dwelling in relation to or as a consequence of the disrepair or condition of a Dwelling whether under the terms of a Tenancy Agreement or Leaseholder Lease or otherwise;

Disrepair Action Cut Off Date47

in relation to actions, claims, demands, costs, damages, compensation, expenses (including legal expenses), fines and penalties due in connection with Disrepair Actions, the date which is the earlier of:-

a)  the date which is [one] year after the Services Commencement Date;48

b)  the date upon which a Dwelling has reached the Availability Standards Rented (Full), Availability Standards Rented (Interim) or the Availability Standards Leasehold (Full) (as appropriate) where the relevant Disrepair Action relates to work undertaken, or which should (in accordance with this Agreement) have been undertaken by the Contractor prior to the achievement by the relevant property of the Availability Standards Rented (Full), Availability Standards Rented (Interim) or Availability Standards Leasehold (Full) (as appropriate);

Disrepair Notice49

any [report made or]50 notice served and/or any other action taken (whether by way of claim or counterclaim) by a Tenant, Leaseholder or other legal occupier of a Dwelling under, Section 82 of the Environmental Protection Act 1990, Section 11 Landlord and Tenant Act 1985, the Defective Premises Act 1972, the Occupiers Liability Act 1957 or any other Legislation or under the common law;

Disrepair Transitional Arrangements Protocol51

[a Disrepair Transitional Arrangements Protocol may be required.  A specimen is contained in Appendix 1E which can be adapted for specific projects];

Distribution52

a)  whether in cash or in kind any:

(i)  dividend or other distribution in respect of share capital;

(ii)  reduction of capital, redemption or purchase of shares or any other

reorganisation or variation to share capital;

(iii)  payments under the Subordinated Financing Agreements (whether of principal, interest, breakage costs or otherwise);

(iv)  payment, loan, contractual arrangement or transfer of assets or rights to the extent (in each case) it was put in place after Financial Close and was neither in the ordinary course of business nor on reasonable commercial terms;

(v)  the receipt of any other benefit which is not received in the ordinary course of business and on reasonable commercial terms; or

b)  the early release of any Contingent Funding Liabilities, the amount of such release being deemed to be a gain for the purposes of any calculation of Refinancing Gain;

DPA

the Data Protection Act 1998;

Dwelling

the flats or houses listed by address in Appendix 2 (List of Dwellings) (but excluding any Dwelling in respect of which the freehold interest in that Dwelling has been disposed of);

EEA

from time to time the European Economic Area as created by The Agreement on the European Economic Area 1992 or any successor or replacement body, association, entity or organisation which has assumed either or both the function and responsibilities of the European Economic Area;

Effective Date  

[the date on which the conditions precedent have been satisfied];

Eligible Employees53

a)  the Transferring Employees who are active members of [(or eligible to join)]54 the LGPS on a Relevant Transfer Date;

b)  [the Transferring Original Employees who are active members of [(or eligible to join)] either the LGPS or a broadly comparable scheme provided by their existing employer on a Relevant Transfer Date55; and

c)  any other individuals nominated by the Contractor or a sub-contractor (as appropriate);

Emergency

an event causing or, in the reasonable opinion of a party, threatening to cause death or injury to any individual, or serious disruption to the lives of a number of people or extensive damage to property, or contamination of the environment, in each case on a scale beyond the capacity of the emergency services or preventing the Services operating under normal circumstances and requiring the mobilisation and organisation of the emergency services;

Employee Information56

the information provided by the Authority to the Contractor in respect of Relevant Employees set out or described in Part 2 of Schedule 9 (Warranted Data);

Employee Liability Information

the information which a transferor is obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding any person employed by him who is assigned to the organised grouping of resources of employees which is the subject of the Relevant Transfer and also such employees as fall within Regulation 11(4) of TUPE;

Environmental Information Regulations

the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such regulations;

Equal Pay Legislation

all and any anti-discrimination and equal pay opportunities laws, including but not limited to the Equal Pay Act 1970, the Sex Discrimination Act 1975, the Equal Pay Directive (Council Directive 75/117/EEC), the Equal Treatment Directive (Council Directive 76/207/EEC), Article 117 of the Treaty of Rome, the Disability Discrimination Act 1995, the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2002, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006 and the Equality Act 2006;

Equal Pay Ruling

(a)  a determination by an employment tribunal or court of competent jurisdiction or the settlement or compromise to which the Authority shall have consented in either case relating to any claim brought by any Transferring Employee on before or after the Relevant Service Transfer Date under Equal Pay Legislation that the terms and conditions of employment of the Transferring Employee relating to Pay contravene the Equal Pay Legislation; and/or

(b)  in relation to any Transferring Employee (in relation to their period of employment until the Relevant Service Transfer Date) any alteration to the salaries and payscales prescribed by the National Joint Council terms and conditions in order to settle, address or compromise threatened or extant claim under the Equal Pay Legislation against local authority employers and/or employers engaged as at the date of this Agreement or substantially engaged in the provision of services to local authority employers;

Equalities Legislation

the Race Relations Act 1976, the Sex Discrimination Act 1975, the Disability Discrimination Act 1995, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003 and the Employment Equality (Age) Regulations 2006;

Equality Requirements

the requirements set out in Schedule 21 (Equality Requirements);

Equity IRR

the projected blended rate of return to the Relevant Persons over the full term of this Agreement, having regard to Distributions made and projected to be made;

Estimated Change in Project Costs

in relation to clause 16 (Extensions of Time), clause 52 (Change in Law) and the Change Protocol the aggregate of any estimated increase in construction costs, operating costs, Whole Life Costs and financing costs less the aggregate of any estimated reduction in construction costs, operating costs and financing costs57;

Estimated Fair Value of the Contract

the amount determined in accordance with clause 43.3 (No Retendering Procedure) that a third party would pay to the Authority as the market value of the Deemed New Contract on the assumption that a Consent under Section 27 Housing Act 1985 has been given in respect of any Management Agreement (as defined in Section 27) which the Deemed New Contract may constitute;

Excusing Events58

to the extent that such impacts upon the Availability of a Dwelling and/or the performance of the Services any of:-

(a)  an Authority Default;

(b)  Compensation Event;

(c)  the implementation of a change that is carried out in accordance the Change Protocol;

(d)  an Emergency (which is not a breach of the obligations of the Contractor under this Agreement);

(e)  the carrying out of Cyclical Maintenance and Renewal Work;

(f)  the carrying out of Works or Services to remedy any matters that are the subject of a Disrepair Action prior to the Disrepair Action Cut Off Date;];

(g)  an event of Tenant and Third Party Damage provided the Contractor has complied with the Tenant and Third Party Damage Protocol;

(h)  unforeseen ground conditions or a Defect being revealed or asbestos or Contamination being found for which the Authority is responsible under this Agreement;];

(i)  as a result of the Contractor acting in accordance with a written instruction of the Authority issued in accordance with this Agreement;

(j)  the occurrence of a Refurbishment Works or Services Denial Event;]

k)  when Suitable Alternative Accommodation has been secured for the Tenant or Leaseholder by the Contractor;

Exempt Refinancing59

a)  any Refinancing that was fully taken into account in the calculation of the Unitary Charge;

b)  a change in taxation or change in accounting treatment;

c)  the exercise of rights, waivers, consents and similar actions which relate to day to day administrative and supervisory matters, and which are in respect of:

(i)  breach of representations and warranties or undertakings;

(ii)  movement of monies between the Project Accounts in accordance with the terms of the Senior Financing Agreements as at Financial Close;

(iii)  late or non-provision of information, consents or licences;

(iv)  amendments to Sub-Contracts;

(v)  approval of revised technical and economic assumptions for financial model runs (to the extent required for forecasts under the Financing Agreements);

(vi)  restrictions imposed by the Senior Lenders on the dates at which the Senior Debt can be advanced to the Contractor under the Senior Financing Agreements and/or amounts released from the [Escrow Account] during the [Refurbishment Phase], each as defined in the Senior Financing Agreements60 and which are given as a result of any failure by the Contractor to ensure that the construction work is performed in accordance with the agreed [Construction] [Refurbishment] Programme and which are notified in writing by the Contractor or the Senior Lenders to the Authority prior to being given;

(vii)  changes to milestones for drawdown and/or amounts released from the [Escrow Account] during the [Refurbishment Phase] set out in the Senior Financing Agreements and which are given as a result of any failure by the Contractor to ensure that construction work is performed in accordance with the agreed [Construction] [Refurbishment] Programme and which are notified in writing by the Contractor or the Senior Lenders to the Authority prior to being given;

(viii)  failure by the Contractor to obtain any consent by statutory bodies required by the Senior Financing Agreements; or

(ix)  voting by the Senior Lenders and the voting arrangements between the Senior Lenders in respect of the levels of approval required by them under the Senior Financing Agreements

d)  any amendment, variation or supplement of any agreement approved by the Authority as part of any Qualifying Variation under this Agreement;

e)  any sale of shares in the Contractor [or Holdco] by the Shareholders or securitisation of the existing rights and/or interests attaching to shares in the Contractor [or Holdco provided that this paragraph (e) shall in respect of shares in Holdco, only apply for so long as Holdco holds 100% of the issued share capital of the Contractor];

f)  any sale or transfer of the Subordinated Lenders' existing rights and/or interests under the Subordinated Financing Agreements or securitisation of the Subordinated Lenders' existing rights and/or interests under the Subordinated Financing Agreements; or

g)  any Qualifying Bank Transaction;

Expiry Date

31 March 20[  ];

Fair Value

the amount at which an asset or liability could be exchanged in an arm's length transaction between informed and willing parties, other than in a forced or liquidation sale;

Fees Regulations

the Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004;

Final Employee List

has the meaning given to it in clause 29.4.2 (Employment Costs);

Final Warning Notice

has the meaning given to it in clause 38.2 (Final Notice);

Financial Close

has the meaning given to it in the Senior Financing Agreements61;

Financing Agreements62

all or any of the agreements or instruments entered into or to be entered into by the Contractor or any of its Associated Companies relating to the financing of the Project (including the Initial Financing Agreements and any agreements or instruments to be entered into by the Contractor or any of its Associated Companies relating to the re-scheduling of their indebtedness or any Refinancing);

Financing Default

[                   ]63

First Contractor

the person with whom the Authority initially contracted for the provision of services which are similar to the Services;

First Employee List

has the meaning given to it in clause 29.4.1 (Employment Costs);

FOIA

the Freedom of Information Act 2000 and any subordinate legislation (as defined in section 84 of the Freedom of Information Act 2000) made under the Freedom of Information Act 2000 from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such Act;

Force Majeure Event

the occurrence after the date of this Agreement of:

a)  war, civil war, armed conflict or terrorism; or

b)  nuclear, chemical or biological contamination unless the source or the cause of the contamination is the result of the actions or breach by the Contractor or its sub-contractors; or

c)  pressure waves caused by devices travelling at supersonic speeds,

which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement;

Force Majeure Termination Sum

has the meaning given to it in clause 42.2.1 (Force Majeure Termination Sum);

Full Annual Leaseholder Dwelling Charge

for each Leasehold Dwelling the amount calculated in accordance with paragraph 2.7 of Schedule 4 (Payment Mechanism) for each Contract Year;

Full Annual Rented Dwelling Charge

for each Rented Dwelling the amount calculated in accordance with paragraph 2.7 of Schedule 4 (Payment Mechanism) for each Contract Year;

Fund

means the [               ] fund within the LGPS;

Future Service Provider

has the meaning given to it in clause 29.12.4 (Indemnities);

General Change in Law

a Change in Law which is not a Discriminatory Change in Law or a Specific Change in Law;

Generated Intellectual Property Rights

any and all Intellectual Property Rights created after the date of this Agreement and during the term of this Agreement and which are in whole or substantially connected with the Project and including without limitation any Intellectual Property Rights arising in the Project Data;

Good Industry Practice

that degree of skill, care, prudence and foresight and operating practice which would reasonably and ordinarily be expected from time to time of a skilled and experienced contractor (engaged in the same type of undertaking as that of the Contractor) or facilities management contractor or building contractor or any sub-contractor under the same or similar circumstances;

Gross Monthly Unitary Charge

has the meaning given to it in paragraph 2.3 of Schedule 4 (Payment Mechanism);

Ground Physical and Geophysical Investigation

means the investigation of all the conditions of the [Project Sites] and of any extraneous materials in, on or under the [Project Sites]  (including its surface and subsoil) to enable the [Initial Refurbishment] Works to be carried out with due regard for those conditions and the seismic activity (if any) in the region of the [Project Sites];

Guidance

any applicable guidance or directions with which the Contractor is bound to comply;

Handback Standard

the standard to which the Dwellings are to be handed back to the Authority on the Expiry Date as set out in the Output Specification;

Health & Safety Regime

means the Food Safety Act 1990 (and associated regulations), the Health & Safety at Work etc Act 1974 (and associated regulations), the Regulatory Reform (Fire Safety) Order 2005, the Environmental Protection Act 1990, the Water Industry Act 1991, the Water Resources Act 1991 and any similar or analogous health, safety or environmental legislation in force from time to time;

Highest Compliant Tender Price

the price offered by the Compliant Tenderer (if any) with the highest tender price and, if no Compliant Tenders are received, zero;

Holdco

[insert details of the Contractor's 100% holding company if any]64;

Holding Company

[has the meaning given to it in Section 1159 of the Companies Act 200665;]

Home Ownership Protocol

[a Home Ownership Protocol may be required.  A specimen is contained in Appendix 1D which can be adapted for specific projects];

Housing Benefit Failure Event66

where, in any Contract Month in respect of the period of that Contract Month:-

a)  the average time taken to process new claims to determination exceeds the average time taken [ Comparator Group]  to process such claims by [                ] % or more; or

b)  the percentage of claims renewals processed to determination is less than the percentage of such claims renewals processed [ Comparator Group]  by [                ] % or more; and

c)  the overall rent collection rate within the Authority on a month by month basis falls beneath [                ] %;

Housing Health & Safety Rating System

means the regime contained in the Housing Health & Safety System (England) Regulations 2005

Housing Information67

the information provided by the Authority to the Contractor in respect of the housing services currently provided by the Authority as set out or described in Part 1 of Schedule 4 (Warranted Data);

Housing Management Agreement68

the agreement in the Agreed Form between the Contractor and the Housing Management Contractor relating to that part of the Services which involves housing and Housing Management;

Housing Management Agreement Dispute

has the meaning given to it in clause 60.17.2 (Similar Disputes);

Housing Management Contractor69

[insert name and company number] of [insert address], or such other housing management contractor as the Contractor may, subject to clause ♦ (Project Documents) and clause 28.2 (Management Agreements), appoint to provide the Services;

Housing Management Functions70

has the meaning given to it in clause 28.2 (Management Agreement);

ICT Protocol

[an ICT Protocol will be required.  A specimen is contained in Appendix 1G which can be adapted for specific projects];

IC Services

[            ]

Indemnified Party

has the meaning given to it in clause 56.6 (Notification of Claims);

Indemnifying Party

has the meaning given to it in clause 56.6 (Notification of Claims);

Independent Certifier71

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 Appointment72

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

Independent Safeguarding Authority

the non-departmental public body established to operate the Vetting and Barring Scheme;

Index

has the meaning given to it in the definition of RPIx in this clause 1.1 (Definitions);

Indirect Losses

loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

Information

has the meaning given under Section 84 of the Freedom of Information Act 2000;

Initial Financing Agreements73

the Financing Agreements put in place upon signature of this Agreement as listed in Parts 1 and 2 of Schedule 13 (Initial Financing Agreements), copies of which have been initialled by the parties for the purposes of identification;

Initial Refurbishment Works74

these parts of the Works undertaken prior to the issue of a Certificate of Availability (Full Standard) in relation to a Dwelling;

[Initial Refurbishment] Works Period

the period from the Commencement Date to the date upon which the final Certificate of Availability for last Dwelling in the Project is issued [disregarding those Dwellings where a Certificate of Availability has not been issued as a consequence of a Refurbishment Works or Services Denial Event];

Initial Refurbishment Works75 Delivery Plans

together the Contractual Method Statement for the [Initial Refurbishment] Works, the Construction Programme, the Design and Construction Plan;

Insurance Review Procedure

the procedure set out in paragraph 2 of Schedule 23 (Insurance Premium Risk Sharing);

Insurance Term

any terms and/or conditions required to be included in a policy of insurance by clause 57.1 (Requirement to Maintain) and/or Schedule 11 (Insurances) but excluding any risk;

Insurance Undertaking76

has the meaning given in the rules from time to time of the Financial Services Authority;

Intellectual Property Rights

any and all patents, trade marks, service marks, copyrights, database rights, moral rights, rights in a design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto;

Interim Project Report

[                   ]77

Intervening Contract78

a contract with the Authority for the provision of services which are similar to Services, at times after they were provided under a contract with the First Contractor and before they are to be provided by the Contractor;

[Irrecoverable Leaseholder Costs79

the sum which represents the costs which are irrecoverable from Leaseholders as a consequence of:-

a)  failure to comply with Sections 19 and/or 20 of the Landlord and Tenant Act 1985 (as amended)

b)  a defective notice served under Section 125 of the Housing Act 1985 after the Services Commencement Date (other than where the defect is due to the default of the Authority); and

[c)  costs in excess of the amount set down in the Local Housing Authorities Mandatory Reduction of Service Charges (England) Directions 1999]];

Joint Insurance Account

the joint bank account in the names of both the Authority and the Contractor, having account number [insert number] and held with [insert name];

Junior Debt

all amounts outstanding at the Termination Date under the Subordinated Financing Agreements;

[Leaseholder

a person who holds a Leasehold Dwelling under a Long Lease];

[Leasehold Dwellings

the Dwellings marked [                ] in Appendix 2 (List of Dwellings);

[Leaseholder's Lease

the Long Lease under which a Leaseholder holds a Leasehold Dwelling];

[Leasehold Recovery Guarantee Sum

in relation to each Contract Year the aggregate of:

a)  the sum set against the relevant Contract Year in Column 2 of Schedule 17 (Leaseholder Guarantee Sum); and

b)  the sum which represents one half of all amounts recovered in respect of the relevant Contract Year from Leaseholders which are in excess of [ ]% of the Recoverable Leaseholder Costs during the relevant Contract Year];

Leashold Recovery Retained Amount

[insert definition]

Legislation

a)  any Act of Parliament;

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

c)  any exercise of the Royal Prerogative; and

d)  any enforceable community right within the meaning of Section 2 of the European Communities Act 1972

in each case in the United Kingdom;

LGPS

the Local Government Pension Scheme established pursuant to regulations made by the Secretary of State in exercise of powers under sections 7 and 12 of the Superannuation Act 1972 as amended from time to time;

LGPS Administration Regulations

The Local Government Pension Scheme (Administration) Regulations 2008;

LGPS Regulations

The Local Government Pension Scheme (Benefits, Membership and Contributions) Regulations 2007, the Local Government Pension Scheme (Transitional Provisions) Regulations 2008 and the Local Government Pension Scheme (Administration) Regulations 2008 (as amended from time to time);

Liquid Market

there are sufficient willing parties (being at least two parties, each of whom is capable of being a Suitable Substitute Contractor) in the market for PFI contracts or similar contracts for the provision of services (in each case the same as or similar to the Agreement) for the price that is likely to be achieved through a tender to be a reliable indicator of Fair Value provided always that any vehicle controlled and established by the Senior Lenders specifically for the purposes of this Project and to which this Agreement may be novated shall be discounted in assessing whether there are sufficient willing parties in the market for such purposes;

Local Authority

a principal council (as defined in Section 270 of the Local Government Act 1972) or any body of government in England established as a successor to principal councils in relation to social housing;

Local Housing Authority

shall have the same meaning as Local Housing Authority in Section 1 of the 1985 Act;

Lock In Period

the period expiring on the date that is one (1) year after Certificate of Availability (Full Standard) has been given in relation to all Dwellings in the Project;

Long Lease

a lease for a term in excess of [21] years;

Long Stop Date

means [                 ];

Losses

all damages, losses, liabilities, costs, expenses (including legal and other professional charges and expenses) and charges whether arising under statute, contract or at common law, or in connection with judgments, proceedings, internal costs or demands;

Management Agreement80

has the meaning given to it in clause 28.2 (Management Agreements);

Market Tested Services

has the meaning given to it in clause 27 (Market Testing Procedure);

Market Testing81

market testing in accordance with clause 27.3 (Market Testing Procedure);

Market Testing Proposal82

has the meaning given to it in clause 27.3.2 (Market Testing Procedure);

Market Testing Review Dates83

has the meaning given to it in clause 27.3 (Market Testing Procedure);

Market Value Availability Deduction Amount

for any month or part of a month, an amount equal to the Unavailability Deductions that were made to the Unitary Charge under Schedule 4 (Payment Mechanism) in the month immediately preceding the Termination Date, less an amount equal to any Unavailability Deductions that were made for a Dwelling which was Unavailable at the Termination Date but which has subsequently become Available whether as a result of the Authority incurring Rectification Costs or otherwise;

Maximum Unitary Charge

in respect of a month, the Unitary Charge payable during that month before any deductions are made under clause 33 (Payment Provisions) and Schedule 4 (Payment Mechanism) but allowing for indexation in accordance with Schedule 4 (Payment Mechanism);

Milestone Completion Date

[                    ]84;

Moratorium Period

has the meaning given to it in clause 28.2 (Management Agreements);

Named Employee

has the meaning given to it in clause 31.1.1 (Criminal Records Bureau);

National Performance Indicators

the single set of national indicators published in 'The New Performance Framework for Local Authorities and Local Authority Partnerships' published by the Secretary of State, October 2007 as supplemented by the 'National Indicators for Local Authorities and Local Authority Partnerships: Handbook of Definitions' published by the Secretary of State, 1 April 2008 or any other national performance indicators issued by any competent authority relating to performance for local authorities and/or local authority partnerships as may be issued from time to time;

Net Present Value

the aggregate of the discounted values, calculated as of the estimated date of the Refinancing, of each of the relevant projected Distributions, in each case discounted using the Threshold Equity IRR;

New Contract

an agreement on the same terms and conditions as this Agreement at the Termination Date, but with the following amendments:

a)  if this Agreement is terminated [prior to the Services Commencement Date] [during the Initial Refurbishment Works Period], then the relevant Planned Services Commencement Dates shall be extended by a period to allow a New Contractor to [to achieve Services Commencement] [achieve completion of the Initial Refurbishment Works at the [Dwellings/Properties] in question;

b)  any accrued [Unavailability Deductions85 or performance points and/or warning notices] shall, for the purposes of termination only, and without prejudice to the rights of the Authority to make financial deductions, be cancelled;

c)  the term of such agreement shall be equal to the term from the Termination Date until the Expiry Date;

d)  any other amendments which do not adversely affect the Contractor;

New Contractor

the person who has entered or who will enter into the New Contract with the Authority;

New Employees86

those new employees employed by the Contractor to provide the Services who will be working alongside the Transferring Employees;

Notice Date

the later of the Termination Date and (if applicable) the date that the Adjusted Estimated Fair Value of the Contract is agreed between the parties pursuant to clause 43.3 (No Retendering Procedure);

Notifiable Financings

any Refinancing described in paragraph (a) or (c) of the definition of Refinancing and any other arrangement which has or would have a similar effect or which has or would have the effect of limiting the Contractor's or any Associated Company's ability to carry out any such arrangement;

Ombudsman

the Local Government Ombudsman;

Operating Manual

has the meaning given to it in clause 31.10 (Maintenance Manual);

Operational Panel

has the meaning given to it in clause 60.4 (Identity of Adjudicator);

Original Employee87

those employees of the Authority who as a result of the application of TUPE, in relation to what was done for the purposes of carrying out the contract between the Authority and the First Contractor, became employees of someone other than the Authority;

Original Senior Commitment

the amount committed under the Senior Financing Agreements as at Financial Close (as adjusted to take into account any Qualifying Variation);

Output Specification

the output specification for the Works and Services (comprising Part 1 Property Management Standards Table and Part 2 Service Performance Standards Table) contained in Schedule 1 (Authority Change);

Outstanding Principal

the principal amount outstanding at the Termination Date of each borrowing (other than any borrowing under any equity bridge facility) under the Senior Financing Agreement;

Pass Through Cost(s)

has the meaning given to it in Schedule 4 Payment Mechanism;

Past Service Reserve

the actuarial value, calculated on the basis that the provisions of Section 62 of the Pensions Act 1995 applies directly to the LGPS or Contractor Scheme (the Transferring Scheme), of the aggregate of the benefits, whether immediate, prospective or contingent, payable under the Transferring Scheme to and in respect of each transferring member, his spouse and dependants, by reference to pensionable service in the Transferring Scheme, but making proper allowance for projected increases in the rate of pensionable salary of each transferring member from the cessation of pensionable service to the expected date of withdrawal, retirement or death and increases (whether or not pursuant to a legal obligation) in pensions in payment using demographic and actuarial assumptions which are overall no less conservative than those adopted for the most recent funding valuation of the Transferring Scheme;

Pay

the ordinary basic or minimum wage or salary and any other consideration, whether in cash or in kind, which a Transferring Employee receives either directly or indirectly in respect of his or her employment with the Authority;

Payment Period

each month during the Contract Period88;

Performance Deductions

has the meaning given to it in Schedule 4 (Payment Mechanism);

Permitted Borrowing

without double counting, any:

a)  advance to the Contractor under the Senior Financing Agreements89, provided that such advance is not made under any Committed Standby Facility;

b)  Additional Permitted Borrowing; and

c)  advance to the Contractor under any Committed Stand-by Facility which is made solely for the purpose of funding any cost overruns, increased expenses or loss of revenue which the Contractor incurs, provided that such funds are not used in substitution for other sources of committed funding designated for those purposes90; and

d)  interest and, in respect of the original Senior Financing Agreements only (as entered into at the date of this Agreement prior to any subsequent amendment), other amounts91 accrued or payable under the terms of such original Senior Financing Agreements,

except where the amount referred to in paragraphs (a) to (d) above is or is being used to fund a payment of Default Interest on any Additional Permitted Borrowing;

Persistent Breach

a breach for which a Final Warning Notice (referred to in clause 38.2 (Final Notice)) has been issued which has continued for more than [         ] days or recurred in [        ] or more months within the [six] month period after the date on which such Final Warning Notice is served on the Contractor;

Personal Data

personal data as defined in the DPA which is supplied to the Contractor by the Authority or obtained by the Contractor in the course of performing the Services;

Personnel

the employees, servants, agents, sub-contractors or other representatives, of the Contractor, or of any sub-contractor, involved directly, or indirectly, in the provision of the Services;

PFI

the Government's Private Finance Initiative or any similar or replacement initiative;

PFI Contractor

a person that has contracted with the Government, a Local Authority or other public and statutory body to provide services under the PFI;

Physical Damage Policies

has the meaning given to it in clause 58.1 (Application of Insurance Proceeds);

Planned Maintenance

any maintenance, repairs, refurbishment or replacement to be carried out by the Contractor to comply with its obligations under clause 23.1 (Maintenance);

Planned Maintenance Programme

the programme of works of Planned Maintenance for Dwellings and/or Properties as contained in Part 6 of Schedule 2 (Contractor's Proposals) as may be varied from time to time in accordance with the Review Procedure;

[Planned Refurbishment Completion Date92

in relation to [the Project] [each Project Phase], the date shown as the Planned Refurbishment Completion Date in Schedule 18 (Planned [Refurbishment Completion] [Services Commencement] Dates)) or such later date as may be allowed in accordance with the terms of this Agreement];

[Planned Services Commencement Date93

in relation to [the Project] [each Project Phase] the date shown as the Planned Services Commencement Date in Schedule 4 (Housing Accommodation) or such later date as may be allowed in accordance with this Agreement];

Post Termination Service Amount94

for the purposes of clause 43.2 (Retendering Procedure), for the whole or any part of a month for the period from the Termination Date to the Compensation Date, an amount equal to the Maximum Unitary Charge which would have been payable in that month under this Agreement had this Agreement not been terminated, less an amount equal to the aggregate of:

a)  the Market Value Availability Deduction Amount for that month;

b)  the Rectification Costs incurred by the Authority in that month; and

c)  (where relevant) the amount by which the Post Termination Service Amount for the previous month was less than zero;

Prescribed Rate

two per cent above the base rate from time to time of [insert name] Bank plc;

Pre-Refinancing Equity IRR95

the nominal post-tax (i.e. post tax with respect to the Contractor but pre tax with respect to the Shareholders) Equity IRR calculated immediately prior to the Refinancing;

Professional Team

the architects, structural engineers, mechanical and electrical engineers [specify other relevant consultants] employed by the [Building] [Refurbishment] Contractor in connection with the [Initial Refurbishment] Works;

Prohibited Act

a)  offering, giving or agreeing to give to any servant of the Authority any gift or consideration of any kind as an inducement or reward:

(i)  for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement or any other contract with the Authority; or

(ii)  for showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with the Authority;

b)  entering into this Agreement or any other agreement with the Authority in connection with which commission has been paid or has been agreed to be paid by the Contractor or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment thereof have been disclosed in writing to the Authority; or

c)  committing any offence:

(i)  under the Prevention of Corruption Acts 1889-1916;

(ii)  under Legislation creating offences in respect of fraudulent acts; or

(iii)  at common law in respect of fraudulent acts in relation to this Agreement or any other agreement with the Authority;

d) any act or omission which leads to the commission of an offence under Section 117 of the Local Government Act 1972;

e)  defrauding or attempting to defraud or conspiring to defraud the Authority;

Prohibited Employment Grounds

the grounds of:

(a)  colour, race, nationality or ethnic or national origins contrary to Part II (Discrimination in the employment field) of the Race Relations Act 1976;

(b)  sex or marital status contrary to Part II (Discrimination in the employment field) of the Sex Discrimination Act 1975;

(c)  disability contrary to Part II (Employment) of the Disability Discrimination Act 1995;

(d)  religion or belief contrary to Part II (Discrimination in employment and vocational training) of the Employment Equality (Religion or Belief) Regulations 2003;

(e)  sexual orientation contrary to Part II (Discrimination in employment and vocational training) of the Employment Equality (Sexual Orientation) Regulations 2003; and/or

(f)  age contrary to Part II (Discrimination in employment and vocational training) of the Employment Equality (Age) Regulations 2006;

Prohibited Grounds

the grounds of:

(a)  colour, race, nationality, or ethnic or national origins contrary to Part III (Discrimination in other fields) of the Race Relations Act 1976;

(b)  sex or marital status contrary to Part III (Discrimination in other fields) of the Sex Discrimination Act 1975;

(c)  disability contrary to Part III (Discrimination in other Areas) of the Disability Discrimination Act 1995;

(d)  religion or belief contrary to Part III (Other Unlawful Acts) of the Employment Equality (Religion or Belief) Regulations 2003;

(e)  sexual orientation contrary to Part III (Other Unlawful Acts) of the Employment Equality (Sexual Orientation) Regulations 2003; and/or

(f)  age contrary to Part III (Other Unlawful Acts) of the Employment Equality (Age) Regulations 2006;

Project

the [provision][refurbishment], management and maintenance of [Authority] [Contractor] owned dwellings and/or properties in [                     ] and the provision of housing management services, all pursuant to the Private Finance Initiative and the terms of the Agreement];

Project Area

[                          ];

Project Accounts

the accounts referred to in and required to be established under the Senior Financing Agreements;

Project Data

a)  all Design Data;

b)  all drawings, reports, documents, plans, software, formulae, calculations and other data relating to the carrying out of the Works or the provision of the Services;

c)  any other materials, documents or data acquired brought into existence or used in relation to the Works, the Services or this Agreement;

Project Documents

the agreements entered into by the Contractor for the performance of its obligations under this Agreement which are listed in Schedule 14 (Project Documents), copies of which have been initialled by the parties for the purposes of identification;

Project Liaison Group

has the meaning given to it in paragraph 1.1 of Schedule 8 (Liaison Procedure);

[Project Phase

each of the phases of the [Initial Refurbishment] Works identified in the [Construction] [Refurbishment] Programme];

[Project Site Plans]

[the plans of the [Project Sites] set out in the Agreed Form];

[Project Sites]

the area edged [red] on the relevant [Project Sites] Plan for each [Property] together with the Buildings and the service ducts and media for all utilities and services serving the Buildings];

Property

a building comprising one or more Dwellings and any Common Parts;

Property Management Standards Table

the table relating to the property management standards for the Dwellings contained in [Part 1] [Annex 1] of the Output Specification;

Proposed Leaseholder Works

has the meaning given to it in clause 28.1.3(a) (Leaseholders);

Proposed Workforce

has the meaning given to it in clause 29.4.4 (Employment Costs);

Public Safety Incident

an incident, which results in serious personal injury or death to any Authority Related Party, Tenant or Leaseholder caused by a negligent act or omission of the Contractor or any sub-contractor in the performance of the Works and/or Services;

Qualification Criteria

the criteria that the Authority requires tenderers to meet as part of the Tender Process which (subject to compliance with the procurement regulations) shall be:

(a)  the New Contract terms;

(b)  tenderers should have the financial ability to pay the capital sum tendered for the New Contract and the financial ability to deliver the Works and/or the Services (as appropriate) for the price tendered;

(c)  the tenderers may only bid on the basis of a single capital payment to be made on the date of the New Contract;

(d)  the tenderer is experienced in providing the Services of similar services;

(e)  the technical solution proposed by the tenderers is capable of delivery and the tenderer is technically capable of delivery of the Works and/or the Services; and

(f)  any other tender criteria agreed by the Authority and the Contractor;

Qualifying Bank Transaction96

a)  the syndication by a Senior Lender, in the ordinary course of its business, of any of its rights or interests in the Senior Financing Agreements;

b)  the grant by a Senior Lender of any rights of participation, or the disposition by a Senior Lender of any of its rights or interests (other than as specified in paragraph (a) above), in respect of the Senior Financing Agreements in favour of:

(i)  any other Senior Lender;

(ii)  any institution which is recognised or permitted under the law of any member state of the EEA to carry on the business of a credit institution pursuant to Council Directive 2001/12/EC relating to the taking up and pursuit of the business of credit institutions or which is otherwise permitted to accept deposits in the United Kingdom or any other EEA member state;

(iii)  a local authority or public authority;

(iv)  a trustee of a charitable trust which has (or has had at any time during the previous two years) assets of at least ten (10) million pounds (£10,000,000) (or its equivalent in any other currency at the relevant time);

(v)  a trustee of an occupational pension scheme or stakeholder pension scheme where the trust has (or has had at any time during the previous two (2) years) at least fifty (50) members and assets under management of at least ten (10) million pounds (£10,000,000) (or its equivalent in any other currency at the relevant time);

(vi)  an EEA or Swiss Insurance Undertaking;

(vii)  a Regulated Collective Investment Scheme;

(viii)  any Qualifying Institution; or

(ix)  any other institution in respect of which the prior written consent of the Authority has been given; and/or

c)  the grant by a Senior Lender of any other form of benefit or interest in either the Senior Financing Agreements or the revenues or assets of the Contractor [or Holdco], whether by way of security or otherwise, in favour of:

(i)  any other Senior Lender;

(ii)  any institution specified in paragraphs (b)(ii) to (vii) above;

(iii)  any Qualifying Institution; or

(iv)  any other institution in respect of which the prior written consent of the Authority has been given97

Qualifying Change in Law

a)  a Discriminatory Change in Law;

b)  a Specific Change in Law; or

c)  a General Change in Law which comes into effect during the Service Period and which involves Capital Expenditure (other than such as shall apply to the [Initial Refurbishment] Works) to which the Authority is required to contribute by way of an Authority Share; or

[d)  to the extent that the proposed Housing Health and Safety Rating System is introduced in a different form to that proposed as at the date of this Agreement]

which was not foreseeable at the date of this Agreement;

Qualifying Institution98

means [                ]99;

Qualifying Refinancing100

any Refinancing that will give rise to a Refinancing Gain greater than zero that is not an Exempt Refinancing;

Qualifying Variation

means either:

(a)  a change to the [Initial Refurbishment Works] [Works and/or] Services in respect of which either an Authority Change Notice or a Contractor Change Notice has been served and, in the case of:-

1)  an Authority Change Notice, the Authority has confirmed the Estimate and, where the Contractor is not funding all or part of the required Capital Expenditure, the Authority has agreed to meet all or the remaining part (as appropriate) of such Capital Expenditure; and

2)  a Contractor Change Notice, has been accepted by the Authority; or

(b)  a Qualifying Change in Law

and in respect of which any documents or amendments to the Project Documents which are required to give effect to such change in the [Initial Refurbishment Works] [Works and/or] the Services or Qualifying Change in Law have become unconditional in all respects;

Recipient

has the meaning given to it in clause 33.10 (VAT on Payments);

[Recoverable Leaseholder Costs

[has the meaning given to it in clause 28.1 (Leaseholders) but shall exclude any amounts recoverable from Leaseholders as management fees or in respect of insuring Leasehold Dwellings];

Rectification Costs

for the purposes of any Termination Date that occurs during the Services Period, an amount equal to the reasonable and proper costs incurred by the Authority in a particular month or part of a month in ensuring that the Services are available;

Rectification Period

has the meaning given to it in Schedule 4 (Payment Mechanism);

Refinancing101

a)  any amendment, variation, novation, supplement or replacement of any Financing Agreement (other than any Subordinated Financing Agreement);

b)  the exercise of any right, or the grant of any waiver or consent, under any Financing Agreement (other than any Subordinated Financing Agreement);

c)  the disposition of any rights or interests in, or the creation of any rights of participation in respect of, any Financing Agreement (other than any Subordinated Financing Agreement) or the creation or granting of any other form of benefit or interest in either the Financing Agreements (other than the Subordinated Financing Agreements) or the contracts, revenues or assets of the Contractor whether by way of security or otherwise; or

d)  any other arrangement put in place by the Contractor or another person which has an effect which is similar to any of a) to c) above or which has the effect of limiting the Contractor's or any Associated Company's ability to carry out any of a) to c) above;

Refinancing Gain102

an amount equal to the greater of zero and [(A - B) - C], where:

A = the Net Present Value of the Distributions projected immediately prior to the Refinancing (taking into account the effect of the Refinancing and using the Base Case as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made to each Relevant Person over the remaining term of this Agreement following the Refinancing;

B = the Net Present Value of the Distributions projected immediately prior to the Refinancing (but without taking into account the effect of the Refinancing and using the Base Case as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made to each Relevant Person over the remaining term of this Agreement following the Refinancing; and

C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Threshold Equity IRR;

Refinancing Notice

has the meaning given to it in clause 80.9.1.

Refurbishment Works Completion Date

the date on which the final Certificate of Availability is issued in relation to the Project;

Refurbishment Works or Services Denial Event103

means any of:-

a)  Access Refusal Event;

b)  Rehousing Refusal Event;

c)  Tenant Waiver of Works Event;

d)  the exercise by any Relevant Authority of powers preventing the Contractor from gaining access to any relevant Dwelling, to which the Contractor requires access for the purpose of performing its obligations under this Agreement; or

e)  any other circumstances which may, in the discretion of the Authority, be agreed with the Contractor;

Registered Social Landlord

any entity appearing in the register of social landlords maintained by the Housing Corporation pursuant to Section 1 of the Housing Act 1996104;

Regulated Collective Investment Scheme105

has the meaning given in the rules from time to time of the Financial Services Authority;

Rehousing Refusal Event

where the Contractor has followed the procedure contained in the Decant Protocol [and Access Protocol], either:-

a)  a Tenant refusing to be Decanted; or

b)  a Tenant being unable to be Decanted due to his or her frail or elderly condition

to enable the [Initial Refurbishment] Works [or Services] to be carried out and there is "No Access" for the purposes of the Decant and Access Protocols;

Reinstatement Plan

has the meaning given to it in clause 58.3 (Obligations);

Reinstatement Works

has the meaning given to it in clause  58.3 (Obligations);

Relevant Assumptions

the assumptions that the sale of the Contractor is on the basis, that there is no default by the Authority, that the sale is on a going concern basis that no restrictions exist on the transfer of share capital, that no Additional Permitted Borrowing has taken place and therefore that the effect of the Additional Permitted Borrowing on the calculation of such amount is disregarded but that otherwise the actual state of affairs of the Contractor and the Project is taken into account;

Relevant Authority

any court with the relevant jurisdiction and any local, national or supra-national agency, inspectorate, minister, ministry, official or public or statutory person of the government of the United Kingdom or of the European Union;

Relevant Employees

the employees who are the subject of a Relevant Transfer;

Relevant Event

the occurrence of an event as a result of which there may be an adjustment to the Unitary Charge in accordance with this Agreement including any event under clauses 16 (Extensions of Time), 27 (Market Testing), 34 (Indexation), 35 (Best Value), 52 (Change in Law) and the Change Protocol;

Relevant Incident

has the meaning given to it in clause 58.3 (Obligations);

Relevant Person

a Shareholder and any of its Affiliates;

Relevant Proceeds

any amounts standing to the credit of the Joint Insurance Account;

Relevant Service Transfer Date

the transfer on one or more dates agreed by the Parties (each a "Relevant Service Transfer Date") to the Contractor of responsibility for provision of (or procuring the provision by sub-contractors of) the Services in accordance with this Agreement;

Relevant Transfer

a relevant transfer for the purposes of TUPE;

Relevant Transfer Date106

the date on which an Eligible Employee transfers to the Contractor and/or one or more sub-contractor by virtue of a Relevant Transfer;

Relief Event107

any of the following:

a)  fire, explosion, lightning, storm, tempest, flood, bursting or overflowing of water tanks, apparatus or pipes, ionising radiation (to the extent it does not constitute a Force Majeure Event), earthquakes, riot and civil commotion;

b)  failure by any statutory undertaker, utility company, local authority or other like body to carry out works or provide services;

c)  any accidental loss or damage to the Sites or any roads servicing them;

d)  any failure or shortage of power, fuel or transport;

e)  any blockade or embargo which does not constitute a Force Majeure Event;

f)  any:

(i)  official or unofficial strike;

(ii)  lockout;

(iii)  go-slow; or

(iv)  other dispute

generally affecting the construction, housing or facilities management industry or a significant sector of it, or

g)  the occurrence of a Refurbishment Works or Services Denial Event;

h)  [the occurrence of an event of Tenant Damage or Third Party Damage]108;

unless any of the events listed in paragraphs a) to h) inclusive arises (directly or indirectly) as a result of any wilful default or wilful act of the Contractor or any Contractor Related Party;

Remuneration Costs

has the meaning given to it in clause 29.4.4(b) (Employment Costs);

Rented Dwellings

all Dwellings other than Leasehold Dwellings;

Reorganisation Costs

has the meaning given to it in clause 29.4.4(c) (Employment Costs);

Request for Information

has the meaning set out in the FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term "request" shall apply);

Required Insurances

the insurances specified in Schedule 11 (Insurances);

Required Standard

has the meaning given to it in clause 41.4 (Results of Survey);

Responsive Repairs

the responsive repairs service to be carried out by the Contractor to satisfy the Output Specification;

Responsive Repairs and Cyclical Maintenance and Renewal Contract

the agreement in the Agreed Form between the Contractor and the Responsive Repairs and Cyclical Maintenance and Renewal Contractor relating to that part of the Services which involves Cyclical Maintenance and Renewal Works and Responsive Repairs;

Responsive Repairs and Cyclical Maintenance and Renewal Contractor

[insert name and company number] of [insert address] or such other responsive repairs and cyclical maintenance and renewal contractor or the Contractor may, subject to clause 7 (Project Procurements) and clause 28.2 (Management Agreements), appoint to provide the Services;

Responsive Repairs and Cyclical Maintenance and Renewal Contract Dispute

has the meaning given to it in clause 60.17 (Similar Disputes);

Restricted Share Transfer

the transfer of shares or any interest in shares of the Contractor to any Unsuitable Third Party;

Retendering Information

has the meaning given to it in clause 29.15 (Retendering);

Retention Fund Account

has the meaning given to it in clause 41.5 (Retention Fund);

Return Date

has the meaning given to it in clause 29.16.2 (Employees on Termination of Agreement);

Returning Employees

has the meaning given to it in clause 29.16.2 (Termination of Agreement);

Reviewable Design Data

the plans, drawings, documents and information relating to the [Initial Refurbishment] Works;

Review Date

the first and each subsequent anniversary of the Commencement Date;

Review Procedure

the procedure set out in Schedule 6 (Review Procedure);

Revised Senior Debt Termination Amount

subject to clause 47.3.2 (Changes to Financing Agreements):

a)  all amounts outstanding at the Termination Date, including interest and (other than in respect of Additional Permitted Borrowing) Default Interest accrued as at that date, from the Contractor to the Senior Lenders in respect of Permitted Borrowing;

b)  all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs109, payable by the Contractor to the Senior Lenders as a result of a prepayment in respect of Permitted Borrowing, or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Agreement, subject to the Contractor and the Senior Lenders mitigating all such costs to the extent reasonably possible,

less, to the extent it is a positive amount, the aggregate of (without double counting in relation to the calculation of the Revised Senior Debt Termination Amount or the amounts below):

(i)  all credit balances on any bank accounts (but excluding the Joint Insurance Account held by or on behalf of the Contractor) on the Termination Date;

(ii)  any amounts claimable on or after the Termination Date in respect of Contingent Funding Liabilities;

(iii)  all amounts, including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Senior Lenders to the Contractor as a result of prepayment of amounts outstanding in respect of Permitted Borrowing, or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Agreement;

(iv)  all other amounts received by the Senior Lenders on or after the Termination Date and before the date on which any compensation is payable by the Authority to the Contractor as a result of enforcing any other rights they may have; and

(v)  all APB Distributions;

Right to Buy

the right conferred on a tenant by Part V of the Housing Act 1985 to buy a Dwelling;

Right to Carry Out Improvements

the right of any tenant to carry out improvements to his Dwelling pursuant to Section 97 of the Housing Act 1985;

Right to Manage

the right conferred on the tenants of the Dwellings by Section 27AB of the Housing Act 1985 to require that the Authority enters into a management agreement with a tenant management organisation;

Right to Repair

the right of any tenant to have repairs carried out to his Dwelling pursuant to Section 96 of the Housing Act 1985;

RPIx

the index published in Table 5 (excluding mortgage interest payments) of Business Monitor (MM23) published by the Office for National Statistics or failing such publication or in the event of a fundamental change to the Index, such other index as the parties may agree, or such adjustments to the Index as the parties may agree (in each case with the intention of putting the parties in no better nor worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made) or, in the event that no such agreement is reached, as may be determined in accordance with clause 60 (Dispute Resolution);

RRO

the Regulatory Reform (Housing Management Agreements) Order 2003;

Section 27110

Section 27 of the Housing Act 1985 as amended and substituted by the RRO;

Section 27 Consent111

has the meaning given to it in clause 28.2 (Management Agreements);

Semi-Variable Costs

for the purpose of clause 28.6 (Changes to Numbers of Dwellings By Tenure), the costs each as contained in the Base Case by reference to whether a relevant Dwelling is a Rented Dwelling or a Leasehold Dwelling and defined and shown in the column headed "% Semi Variable" Table A of Schedule 15 (Change in Nature of Dwelling by Tenure);

Senior Credit Agreement

[     ]112 as at the date of this Agreement or as amended with prior written approval of the Authority pursuant to clause 47.3 (Changes to Financing Agreements);

Senior Debt

means the financing provided by the Senior Lenders under the Senior Financing Agreements;

Senior Debt Rate

[the non-default interest rate as defined in the Senior Financing Agreements] or such lower rate as the parties may agree;

Senior Financing Agreements113

those of the Financing Agreements listed in Part 1 of Schedule 13 (Initial Financing Agreements) as at the date of this Agreement or as amended with the prior written approval of the Authority pursuant to clause 47.3.2(a) (Changes to Financing Agreements)114;

Senior Lenders

persons providing finance to the Contractor under the Senior Financing Agreements;

Services

the services required to satisfy the Services Specification;

Services Commencement

the commencement of the Services;

Services Commencement Date115

[               ];

Service Delivery Plan

The plan for the deliver of the Services as contained in Part 2 of Schedule 2 (Contractor's Proposals) as may be varied from time to time in accordance with the Review Procedure

Service Level Requirements

the requirements in the first column of [Part] [Annex] 2 of the Property Management Standards Table;

Services Media

all pipes, sewers, drains, mains, ducts, conduits, gutters, water courses, wires, cables, meters, switches, channels, flues and all other conducting media appliances and apparatus including any fixtures, louvres, cowls and other ancillary apparatus;

Services Period116

the period specified in clause 3.2 (Duration);

Services Specification

the specification contained in Part [  ]  of Schedule 1 (Output Specification);

Service Users

[a reasonably representative sample of] those users who consume or benefit from the Services;

Shareholder

any person from time to time holding share capital in the Contractor or its Holding Company;

Site Conditions

the conditions of the [Project Sites] including (but not limited to) climatic, hydrological, hydrogeological, ecological, environmental, geotechnical and archaeological conditions;

Site Plan

the plans of the Sites set out in the Agreed Form;

Sites

the area edged [red] on the relevant Site Plan together with the Dwellings and the service ducts and media for all utilities servicing the Dwellings;

Snagging Items

means minor defects, deficiencies or omissions which do not prevent the Independent Certifier from issuing a Certificate of Availability;

Snagging List

the list to be prepared by the Independent Certifier in accordance with clause 20.4.1 (Snagging Items) containing particulars of Snagging Items;

Snagging Programme

has the meaning given to it in clause 20.4.1 (Snagging Items);

Specific Change in Law

a Change of Law which specifically refers to:

a)  the provision of housing or tenant management services to housing owned by a Local Housing Authority or [a Registered Social Landlord117;

b)  the provision of construction and maintenance of housing services to residential tenanted accommodation;

c)  a Tenant or Leaseholder or other lawful occupiers of housing owned by a Local Housing Authority or a Registered Social Landlord; and/or

d)  the holding of shares in companies or industrial and provident societies whose main business is providing services referred to in (a) or (b) above;

Specific Risk

[             ]118;

Start on Site Date

[                   ]119;

Statutory CNDT120

a change to the number of Rented Dwellings or Leasehold Dwellings in the Project as a consequence of the exercise of the Right to Buy or Right to Manage (unless the Authority elects to treat such as an Authority Change in accordance with clause 28.8 (Right to Manage) or of any other right to purchase or acquire or to require the transfer of the freehold interest or leasehold interest of a Dwelling (including any right conferred by the Leasehold Reform and Urban Regeneration Act 1993 and Commonhold and Leasehold Reform Act 2002);

Stock Condition Survey121

the stock condition survey of the Dwellings and/or Properties carried out by the Stock Condition Surveyor in accordance with the Stock Condition Surveyor's Appointment;

Stock Condition Surveyor

[insert name] of [insert address];

Stock Condition Surveyor's Appointment122

the appointment dated [insert date] between [insert parties] pursuant to which Stock Condition Surveyor carried out the Stock Condition Survey;

Sub-Agreement123

has the meaning given to it in clause 28.2 (Management Agreements);

Sub-Contractor

means each of the counterparties of the Contractor to the Project Documents or any person engaged by the Contractor from time to time as may be permitted by this Agreement to procure the provision of the Works and/or Services (or any of them).  References to sub-contractors means sub-contractors (of any tier) of the Contractor;

Sub-Contracts

the contracts entered into between the Contractor and the Sub-Contractors;

Sub-Contractor Breakage Costs124

Losses that have been or will be reasonably and properly incurred by the Contractor as a direct result of the termination of this Agreement, but only to the extent that:

a)  the Losses are incurred in connection with the Project and in respect of the provision of Services or completion of Works, including:

(i)  any materials or goods ordered or Sub-Contracts placed that cannot be cancelled without such Losses being incurred;

(ii)  any expenditure incurred in anticipation of the provision of services or the completion of works in the future;

(iii)  the cost of demobilisation including the cost of any relocation of equipment used in connection with the Project; and

(iv)  redundancy payments; and

b)  the Losses are incurred under arrangements and/or agreements that are consistent with terms that have been entered into in the ordinary course of business and on reasonable commercial terms provided that any Losses in respect of loss of profit shall be limited to loss of profits for a period of [one] year from the Termination Date125 [and [      ]]; and

c)  the Contractor and the relevant Sub-Contractor has each used its reasonable endeavours to mitigate the Losses;

Subordinated Financing Agreements

those of the Financing Agreements listed in Part 2 of Schedule 13 (Initial Financing Agreements) or as amended with the prior written approval of the Authority;

Subordinated Lenders

a person providing finance under the Subordinated Financing Agreements;

Subsequent Contractor

another person after the First Contractor with whom the Authority subsequently contracts for the provision of the Services;

Subsidiary

has the meaning given to it in Section 1159 of the Companies Act 2006;126

Successful Tenderer

has the meaning given to it in clause 27.4 (Adjustments to Unitary Charge);

Suitable Alternative Accommodation

any suitable, equivalent, alternative housing accommodation to be provided as substitute for an Unavailable Dwelling which meets the relevant Availability Standards (Full) under this contract, is located within [X] kilometres from the Unavailable Dwelling, and is considered suitable (and equivalent) with regard to the particular circumstances of the Tenant or Leaseholder including consideration of the number of bedrooms;

Suitable Substitute Contractor

a person [Registered Social Landlord]127 approved by the Authority (such approval not to be unreasonably withheld or delayed) as:

a)  having the legal capacity, power and authority to become a party to and perform the obligations of the Contractor under this Agreement; and

b)  employing persons having the appropriate qualifications, experience and technical competence and having the resources available to it (including committed financial resources and sub-contracts) which are sufficient to enable it to perform the obligations of the Contractor under this Agreement;

Suitable Third Party

any person who is not an Unsuitable Third Party.

Supplier

has the meaning given to it in clause 33.10.2 (VAT on Payments);

Tax

any kind of tax, duty, levy or other charge (other than VAT) whether or not similar to any in force at the date of this Agreement and whether imposed by a local, governmental or other Relevant Authority in the United Kingdom or elsewhere;

Tenancy Agreement128

any tenancy agreement (whether in writing or otherwise) between the Authority and a tenant of a Rented Dwelling;

Tenant

the person who from time to time is a tenant, licensee or other lawful occupier of a Dwelling;

Tenant Damage129

any damage wilfully, intentionally or negligently caused to a Dwelling by a Tenant of that Dwelling, a member of his household or by a person invited into the Dwelling but excluding any damage arising from fair wear and tear or damage arising from a failure to comply with the Contractor's obligations under this Agreement;

Tenant and Third Party Damage Protocol130

[a Tenant and Third Party Damage Protocol may be required.  A specimen is contained in Appendix 1I which can be adapted for specific projects];

Tenant and Leaseholder Enforcement Policy131

the policy applying to the enforcement of Tenancy Agreements and Leaseholder Leases as contained in Schedule 12 (Authority Policies);

Tenant's Improvement

any improvement properly carried out by a Tenant to a Rented Dwelling or by a Leaseholder to a Leaseholder Dwelling whether before or after the Services Commencement Date;

Tenant Waiver132

a waiver provided by a Tenant in accordance with the Tenant Waiver Protocol;

Tenant Waiver Event133

has the meaning given to it in paragraph 3.3 of the Tenant Waiver Protocol;

Tenant Waiver Protocol134

[a Tenant Waiver Protocol may be required.  A specimen is contained in Appendix 1B which can be adapted for specific projects];

Tenant Waiver of Works Event135

where the Contractor has followed the procedure contained in the Tenant Waiver Protocol, a Tenant or Leaseholder waives any part of the Refurbishment Works [or Services] and there is "No Access" for the purposes of the Tenant Waiver and Access Protocols;

Tender Costs

means the reasonable and proper costs of the Authority incurred in carrying out the Tender Process and/or in connection with any calculation of the Estimated Fair Value of the Contract;

Tender Documents

has the meaning given to it in clause 27.3.1 (Market Testing Procedure);

Tender Process

means the process by which the Authority requests tenders from any parties interested in entering into a New Contract, evaluates the responses from those interested parties and enters into a New Contract with a new service provider in accordance with clause 43.2.5 (Retendering Procedure);

Tender Process Monitor

means a third party appointed by the Contractor under the clause 43.2.5 (Retendering Procedure);

Termination Date

the date of early termination of this Agreement in accordance with its terms;

Termination Date Discount Rate

a discount rate expressed as:

[(1 + R + B - A) x (1+I) - 1] where:

R = the real pre-tax Project IRR as set out in the Base Case;

I = the agreed assumed forecast rate of increase in the [indexation formula] set out in the Agreement for the remaining term of the Agreement;

Gilt A = the real yield to maturity on a benchmark government Gilt instrument of the same maturity as the average life of the outstanding Senior Debt as shown in the Base Case at Financial Close; and

Gilt B = is the real yield to maturity on a benchmark government Gilt instrument of the same maturity as the average life of the outstanding Senior Debt as shown in the Base Case at the Termination Date;

Termination Notice

a notice of termination issued in accordance with this Agreement;

Termination Sum  

any compensation payable by the Authority to the Contractor on an early termination of this Agreement under clauses 42 (Compensation on Termination for Force Majeure), 43 (Compensation on Termination for Contractor Default), 44 (Compensation on Termination for Authority Default/Voluntary Termination/Authority Break Point Date) and 45 (Compensation on Corrupt Gifts, Fraud and Refinancing Breaches) (excluding the Adjusted Highest Compliant Tender Price);

Threshold Equity IRR136

[insert number] per cent;

Third Party Damage137

any damage caused to a Dwelling or Property by a Tenant or third party save to the extent such damage constitutes Tenant Damage;

Transfer Amount

the aggregate of the Transfer Values as at the Relevant Transfer Date of, respectively, those Eligible Employees who elect to transfer their benefits;

Transfer Date

the date the Transferring Employees are transferred to the employment of the Contractor and the date that the Transferring Original Employees are transferred to the employment of a Subsequent Contractor;

Transfer Value

the actuarial value of the benefits of each member of the LGPS or Contractor Scheme (on a secondary transfer of employees), as the case may be, who elects to transfer their benefits pursuant to the terms of this Agreement calculated on a Past Service Reserve basis and without any reduction having been applied to reflect any deficiencies in the assets relative to the liabilities of the LGPS or Contractor Scheme;

Transferring Employee138

an employee of the Authority whose contract of employment becomes, by virtue of the application of TUPE in relation to what is done for the purposes of carrying out this Agreement between the Authority and the Contractor, a contract of employment with someone other than the Authority;

Transferring Original Employee139

an Original Employee whose contract of employment:

a)  becomes, by virtue of the application of TUPE in relation to what is done for the purposes of carrying out a contract between the Authority and the Contractor, a contract of employment with someone other than his existing employer; and

b)  on each occasion when an Intervening Contract was carried out became, by virtue of the application of TUPE in relation to what was done for the purposes of carrying out the Intervening Contract, a contract of employment with someone other than his existing employer;

Trees Protocol

[a Trees Protocol may be required.  A specimen is contained in Appendix 1A which can be adapted for specific projects];

TUPE140

the Transfer of Undertakings (Protection of Employment) Regulations 2006 (246/2006) and/or any other regulations enacted for the purposes of implementing the Directive into English law;

Unavailable

has the meaning given to it in Schedule 4 (Payment Mechanism);

Unavailability Deductions

has the meaning given to it in Schedule 4 (Payment Mechanism);

Uninsurable

in relation to a risk, either that:

a)  insurance is not available to the Contractor in respect of the Project in the worldwide insurance market with reputable insurers of good standing in respect of that risk; or

b)  the insurance premium payable for insuring that risk is at such a level that the risk141 is not generally being insured against in the worldwide insurance142 market143 with reputable insurers of good standing by contractors in the United Kingdom;144

Uninsured Losses

losses arising from any risks against which the Contractor or any relevant Contractor Related Party does not maintain insurance (where not required to maintain insurance for such risk under this Agreement or by law), provided that

(a)  the amount of any losses that would otherwise be recoverable under any Required Insurance but for the applicable uninsured deductible in respect of such insurance; and

(b)  any exclusion of loss of insurance proceeds caused by or contributed to by any act or omission of the Contractor or any Contractor Related Party,

shall not be treated as Uninsured Losses.

Unitary Charge

the payment calculated in accordance with Schedule 4 (Payment Mechanism);

Unsuitable Third Party

either:

a)  any person who has a material interest in the production, distribution or sale of tobacco products and/or alcoholic drinks;

b)  any person whose activities are, in the reasonable opinion of the Authority, incompatible with the provision of Services to the Authority; or

c)  any person whose activities, in the reasonable opinion of the Authority, pose or could pose a threat to national security

Variable Costs145

for the purposes of clause 28.6 (Changes to Number of Dwellings by Tenure), the variable costs each as contained in the Base Case by reference to whether a relevant Dwelling is a Rented Dwelling or a Leasehold Dwelling and shown in the column headed "% Variable" Table A of Schedule 15 (Change in the Nature of a Dwelling by Tenure);

Voluntary CNDT

a change to the number of Rented Dwellings or Leasehold Dwellings in the Project as a consequence of the Authority withdrawing a Dwelling from the Project or changing the tenure of a Dwelling where expressly permitted to do so by the provisions of this Agreement;

VAT

value added taxes;

Works Delivery Plans

together the Contractor's Contractual Method Statements for the [Initial Refurbishment] Works, the Cyclical Maintenance and Replacement [Programme] [Plan], the Design and Construction Plan and the Planned Maintenance Programme;

Works

all of the works (including design and works necessary for obtaining access to the [Project Sites] Dwellings or Properties) to be undertaken in accordance with this Agreement to satisfy the Output Specification;

Year

the 12 month period from and including a day to (but not including) the day bearing the same number in the same month of the following year (or, in the case only of a period commencing on 29 February, ending on the next following 28 February);