Schedule 1 Definitions

In this Contract, unless the context otherwise requires, the following expressions have the following meanings:

Accrued means a proposed Accrual Project Network Part which has become the responsibility of the Service Provider pursuant to this Contract by reason of a Change in accordance with the Change Protocol or the application of the provisions of Schedule 14 (Accrual and De-Accrual Process) and Accrual and Accrue shall be construed accordingly

Acquired Rights Directive means Authority Directive No 77/187/EEC

Additional Income shall have the meaning given in clause 49.4 (Additional Income)

[Additional Works means New Build Works and Third Party Works]

Adjusted Amount shall have the meaning given in clause 53.8 (Adjusted Amount)

Adjusted Highest Compliant Tender Price means the Highest Compliant Tender Price less the aggregate of:

(a) any Post Termination Service Amounts paid to the Service Provider to date;

(b) the Tender Costs; and

plus an amount equal to the aggregate of:

(i) all credit balances on any bank accounts held by or on behalf of the Service Provider on the date that the highest priced Compliant Tender is received;

(ii) any insurance proceeds and other amounts owing to the Service Provider, to the extent not included in (i); and

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

to the extent that:

(A) (i), (ii) and (iii) have not been directly taken into account in that Compliant Tender; and

(B) the Authority has received such amounts in accordance with the Contract

Adjustments means deductions made from the Monthly Unitary Charge calculated in accordance with the Payment Mechanism, and the term Adjustment shall be construed accordingly

Administrating Authority means [name of administrating authority] of [address] acting in its capacity as administrator of the Fund

Admission Agreement means an admission agreement entered into in accordance with regulation 5 of the LGPS Regulations 1997 (as amended) by the Authority, the Service Provider and the administering authority

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 2008

Advertising means publicity or information intended to attract the public's attention to goods and services in the form of hanging banners, posters, boards, signage (whether illuminated or not), electronic display boards, and similar as are attached to any Apparatus but excluding Authority Advertising

affected or affecting shall be regarded as including the meaning given to affected in Section 105(4) of NRSWA

Affected Party shall have the meaning given in the definition of Force Majeure Event

Affiliate means in relation to any person, any holding company or subsidiary of that person or any subsidiary of such holding company and "holding company" and "subsidiary" shall have the meaning given to it in Section 1159 of the Companies Act 2006

Agent means [♦] in its capacity as agent for the Senior Lenders under the Senior Financing Agreements

Annual Investment Programme means (for the first Payment Year) the programme set out in Part 2 of Schedule 5 (Annual Investment Programme) and thereafter as prepared by the Service Provider in accordance with clause 7.4 (The Annual Investment Programme) as amended from time to time in accordance with clause 7.5 (Amendment of Investment Programmes) and the Review Procedure

APB Distribution means, 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

Apparatus means all Powered Apparatus, non-illuminated signage, seats, non-illuminated bollards, street name plates, fences, barriers, grit bins, planters and flower boxes, ironwork, road studs, drainage structures, gantries, marker posts, catchpits, gullies, earthworks, gabions, covers, gratings, frames, non-structural wall panels, fascia panels, traffic signal controller cabinets, vehicle barriers, safety fences, non-illuminated traffic signs and pedestrian barriers and any other items of apparatus and street furniture in the Project Area together with all materials and equipment used or relating to the installation and maintenance of the same82

Apparatus Licence shall have the meaning given in clause 17.3 (Terms of the Apparatus Licence)

Appendices means the appendices to the Schedules and referred to in the Main Body and/or the Schedules

Appropriate Limit shall have the meaning given in clause 58.7 (Cost of Compliance)

Appropriate Representatives means any of the persons whom an employer is required to inform or consult with under the Transfer Regulations, the ARD or any other Law

Approval shall have the meaning given in clause 73.1 (Reasonableness)

Assets means all assets and rights necessary to enable the Authority or a successor contractor to provide, operate and maintain the Project Network in accordance with this Contract, including:

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

(b) any equipment, materials, spare parts, tools, stocks, consumables and other assets (together with any warranties in respect of assets being transferred);

(d) any Intellectual Property Rights; and

(e) [any other items]83

[but excluding any part of the public highway or assets and rights in respect of which the Authority is full legal and beneficial owner]

Assigned Employees shall have the meaning given in clause 56A.5 (Retendering - Employment Obligations)

Associated Company means 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 Service Provider shall include Holdco and each of the Shareholders

Attachment(s) means all or any Authority Attachments and/or Third Party Attachments

Authorised Functions means the statutory functions set out in Part 1 of Schedule 10 (Authorised Highways Functions and Services)

Authority Advertising means any Advertising which is related to any activity or function of, or any document produced by, the Authority or any activity or product sponsored by the Authority

Authority Attachment(s) means any Authority owned street or traffic signs or sign plate or notices or other equipment and items of Apparatus authorised by the Authority to be attached to other items (including Apparatus) including (but not limited to):

(a) any street or traffic sign;

(b) dog fouling notices;

(d) notices required pursuant to Law;

(e) information notices;

(f) any environmental monitoring equipment;

(g) street name plates;

(h) alcohol prohibition and other by-law signs;

(i) privilege direction signs;

(j) general and local political signage;

(k) Authority Advertising; and

(l) [Advertising]84,

and, for the avoidance of doubt, including Existing Attachments

Authority Break Point Date means [♦]

Authority Change shall have the meaning given in the Change Protocol

Authority Change Notice shall have the meaning given in the Change Protocol

Authority Default shall have the meaning given in clause 64.1 (Definition of Authority Default)

Authority Default Termination Sum means the sum calculated in accordance with paragraph 1.2 of Part 2 of Schedule 24 (Compensation following Authority Default, Authority Voluntary Compensation or Relevant Discharge Terms) as the same may be increased pursuant to paragraph 1.3 of Part 2 of Schedule 24 (Compensation following Authority Default, Authority Voluntary Compensation or Relevant Discharge Terms)

Authority Existing Employee means in relation to any service equivalent to any of the Services (or any part thereof) all those persons employed by the Authority under a contract of employment (excluding to avoid doubt (without limitation) any person employed 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 Service Commencement Date

Authority Materials shall have the meaning given in clause 56.11(b) (Consequences of Termination/Expiry)

Authority Policies means the policies listed in Appendix ♦ of the Output Specification (Authority Policies)] as may be amended from time to time in accordance with the provisions of this Contract

Authority Project Intellectual Property means all Intellectual Property Rights owned by the Authority and subsisting in any Disclosed Data, any Data, the Trade Marks and/or any other materials, information, documents, data and/or know how, provided to or made available by the Authority to any Service Provider Party at any time during the Contract Period

Authority Property shall have the meaning given in clause 52.1 (Matters indemnified by the Service Provider)

Authority Related Party means any officer, agent or employee of the Authority acting in the course of his office or employment, including any sub-contractors supplied by the Authority in relation to the Service

Authority Representative means [♦] or such substitute or substitutes as may be appointed by the Authority for the time being

Authority Revenue Share shall have the meaning given in clause 49.1 (Revenue Sharing)

Authority Scheduled Works means the works set out in [♦]85

Authority Sub-Contractor Direct Agreement means an agreement entered into between the Authority, the Service Provider and a Sub-Contractor in the Agreed Form

Authority Work End Date shall have the meaning given in clause 35.1(c)(i) (Notice by Authority)

Authority Work Start Date shall have the meaning given in clause 35.1(c)(ii) (Notice by Authority)

Base Case means the Financial Model agreed between the parties prior to the Contract Date (as updated from time to time in accordance with the terms of this Contract86) for the purpose of, amongst other things, calculating the Unitary Charge

Base Senior Debt Termination Amount means, subject to clause 2.6 (No Increase in Authority Liability):

(a) all amounts outstanding at the Termination Date, including interest and Default Interest accrued as at that date, from the Service Provider 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 costs, payable by the Service Provider 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 Contract, subject to the Service Provider 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 balances on any bank accounts held by or on behalf of the Service Provider 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 Service Provider 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 Contract; 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 Service Provider as a result of enforcing any other rights they may have

Beneficiary shall have the meaning given in clause 52.5 (Conduct of Claims)

Bridge means [to be inserted on a project specific basis]

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

Capital Expenditure means any expenditure which falls to be treated as capital expenditure in accordance with generally accepted principles in the United Kingdom from time to time

Category 1 Defect means a defect in or on the Project Network that requires prompt attention because it represents an immediate or imminent hazard or because there is a risk of short term structural deterioration

CDM Regulations means the Construction (Design and Management) Regulations 2007 together with any Approved Code of Practice issued in connection therewith as amended from time to time and CDM Regulation shall be construed accordingly

Certification Requirements means 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 Date means any date on which the Service Provider or relevant sub-contractor ceases to be an Admission Body other than as a result of the termination of this Contract or because it ceases to employ any Eligible Employees

Change means any change, variation, extension or reduction in the Service and/or the Project Networks Parts and/or the Project Facilities and shall include Low Value Changes, Medium Value Changes, High Value Changes, but shall exclude Accruals and De-Accruals

Change in Highway Standards means any change in the Highway Standards whether by way of amendment, replacement, withdrawal, revocation or the publication of additional Highway Standards

Change in Law means the coming into effect after the date of this Contract of:

(a) Law, other than any Law which on the date of this Contract 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 Union; or

(b) any Guidance; or

Change in Ownership means:

(a) any sale, transfer or disposal of any legal, beneficial or equitable interest in any or all of the shares in the Service Provider [or Holdco] (including the control over the exercise of voting rights conferred on those shares or the 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

Change Protocol means the process set out in Schedule 15 (Change Protocol)

Claim means any claim, demand, proceedings or liability

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

Codes of Practice means the codes of practice issued from time to time pursuant to Part III of NRSWA

Code Dispute Resolution Procedure means the document set out in Part ♦ of Schedule 28 (Employment Matters)

Code Obligations means the express obligations of the Service Provider in clause 54.21 (Compliance with Code Obligations) which derive from the Code

Commercially Available Software Package shall have the meaning given in clause 56.6(b) (Computer Data)

Commercially Sensitive Information means 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 26 (Commercially Sensitive Information) in each case for the period specified in column 2 of Parts 1 and 2 of Schedule 26 (Commercially Sensitive Information)

Committed Standby Facility means [♦]

Companies Acts means the Companies Act 2006

Compensation Event means any breach by the Authority of any of its obligations under this Contract with the exception of non-payment of the Unitary Charge

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

Complete means the relevant Completion Criteria have been met in relation to a Milestone

Completion Criteria means the criteria in relation to satisfaction of a Milestone detailed in Part ♦ of the Output Specification

Compliant means the relevant Compliance Criteria have been met in relation to an installation of replacement or other works carried out by the Service Provider which do not (for the avoidance of doubt) constitute the Core Investment Works

Compliance Certificate means a certificate issued by the Service Provider pursuant to clause 14.12 (Certificate of Compliance)

Confidential Information means:

(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

Contestable Works means the works upon or connections to the distribution system of a DNO which the DNO allows a third party to undertake by reason of its Standard Licence Conditions issued to it by virtue of the Electricity Act 1989 and the Utilities Act 2000 or by any other reason at law

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

(a) the Shareholders; or

(b) the Subordinated Lenders; and/or

owed under any of the Project Documents and/or any of the Financing Agreements to the Service Provider and/or 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

Continuation Notice shall have the meaning given in clause 66.6 (Termination by the Authority)

Contract means this Contract including all recitals, Schedules, annexes, plans, specifications and drawings attached thereto, together with any variations agreed by the Authority and the Service Provider in accordance with the Change Protocol

Contract Date means the date of this Contract

Contract Period means the period commencing on the Contract Date and expiring on the earlier of the Expiry Date and the Termination Date

[Contracting Associate means the Designer, the Sub-Contractor and any Affiliate of the Service Provider which performs any function in connection with this Contract or the Service or is a party to any Project Document]87

Core Investment Programme or CIP means the initial renewal programme in respect of the Project Network (including the Core Investment Works) set out in Part 1 of Schedule 5 (Core Investment Programme) as may be amended in accordance with clause 7.3 (Amendment of Core Investment Programme)

Core Investment Programme Period or CIPP means the period commencing on the Service Commencement Date and ending on the completion of the Core Investment Programme

Core Investment Works 88means:

(a) the removal, demolition, replacement, refurbishment, design, installation, testing, commissioning and completion of all of the Apparatus that do not meet the Output Specification;

(b) the works specified in the Core Investment Works Programme, to the extent only that it relates to the twelve (12) months commencing on the Service Commencement Date;

(c) such other works as may be required to bring the [Strategic Route and Main Distributor Network to an NCI Value of [♦] the Secondary Distributor Network to an NCI Value of [♦], the Link Road Network to an NCI value of [♦] and the Local Access Road Network to an NCI value of [♦]]89 within the Core Investment Programme Period; and

(d) [such other works to footways as may be required to bring the Footway Condition Index for each of [90%] of the Road Section Lengths comprised in the Project Network to a value of [4.8]] within the Core Investment Programme Period

Court means any court of competent jurisdiction

Cumulative Capital Expenditure means 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 during the Service Period; 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 44.2 (Qualifying Change in Law - Notification Procedure)

Data means all information, drawings, documentation and databases relating to highways maintenance to which the Service Provider has access or which are generated by, or for, the Service Provider at any time during the Contract Period together with all information and databases relating to the Project Network which the Service Provider obtains, records, updates, maintains and accesses during the Contract Period for the purpose of the Service and all Disclosed Data, Data Sets and data stored on the Management Information System

Data Room means the data room established prior to the date of this Contract containing certain materials, documents and data in respect of the Project

Data Set(s) means the minimum data set to be included in the Management Information System, full details of which are set out in Part 4 of the Output Specification

De-Accrued means, when applied to any item of Project Network Part, a Project Network Part which is no longer the responsibility of the Service Provider pursuant to this Contract by reason of a Change pursuant to the Change Protocol or the application of the provisions of Schedule 14 (Accrual and De-Accrual Process), and the term De-Accrual shall be construed accordingly

[Deemed Road Section Closure means for the purposes of [paragraph ♦] of the Payment Mechanism the occasions when a Road Section Length is deemed to be closed as a consequence of the failure to meet the Output Specification identified in [paragraph ♦] of the Payment Mechanism]90

Default Interest means 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

Delegated Obligations means the obligations owed by third parties under the Third Party Undertaking other than the Retained Obligations

Delegated Rights means the obligations owed to the Authority by third parties under the Third Party Undertakings which are listed in Part ♦ of the Output Specification91

Department means the Department for Transport and any predecessor or successor department with responsibility for transport issues

Depot means [♦]92 or such other premises used by the Service Provider from time to time in connection with the provision of the Service and owned by the Authority

Design Consultative Services means those services listed in Schedule ♦ (Additional Works)93

Design Data means all calculations, designs, design or construction information, standards, specifications, plans, drawings, graphs, sketches, models and other materials, including all eye readable or computer or other machine readable data, used, prepared or to be prepared by, or on behalf of, the Service Provider (and/or any Service Provider Party) or the Authority relating to the design or construction of the Core Investment Works, or to any Change or the operation, maintenance or improvement of the Project Network

Designer means [♦] or any replacement appointed to carry out the design of any or all of the [Project Network] [Apparatus] or any part of the Service

Design Manual for Roads and Bridges or DMRB means the Design Manual for Roads and Bridges, published by The Stationery Office

Design Quality Plan means the document entitled [♦] and forming part of Method Statement [♦]

[Design Variation Approval shall have the meaning given in the Review Procedure]94

Development Standard Specification means [that document provided by the Authority to the Service Provider from time to time pursuant to clause 12.3 (Development Standard Specification)] [set out in Part ♦ of the Output Specification]

Directive means the EC Acquired Rights Directive 77/187 as amended

Disclosed Data shall have the meaning given in clause 51.2(a) (Disclaimer by Authority)

Discriminatory Change in Law means 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 Service Provider and not to other persons; and/or

Dispute means a difference or dispute of whatever nature between the Authority (and/or the Authority Representative) of the one part and the Service Provider (and/or the Service Provider Representative) of the other part arising under, out of or in connection with this Contract (including without limitation any question of interpretation of this Contract)

Disputed Sum shall have the meaning given in clause 48.8 (Disputed Amounts)

Dispute Resolution Procedure means the procedure referred to in clause 76 (Dispute Resolution Procedure) and set out in Schedule 19 (Dispute Resolution Procedure)

Distribution means:

(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; or

(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

Diversionary Works means works involving the diversion, change in level, protection or removal of Apparatus or other works in relation to Apparatus which are necessary to facilitate the execution of the Service;

DMRB means Design Manual for Roads and Bridges

DNO means a distribution network operator within the meaning of part 1 of the Electricity Act 1989 as amended by the Utilities Act 2000

DPA means the Data Protection Act 1998

Draft Monthly Payment Report means the report the Service Provider shall prepare and deliver to the Authority for each Month containing the information required to enable the calculation of the Monthly Payment

EEA means 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

Electricity Costs means the cost of electricity supplying the Powered Apparatus for the purposes of this Contract and payable under an Electricity Contract or otherwise (including, without limitation, all fixed and standing charges, all associated metering and data management charges, the climate change levy (and any replacement levy or charge) and any premium charged for any specific terms and conditions related to the supply of electricity to the Powered Apparatus)

Eligible Employees means any of the following:

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

(b) [the Transferring of 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 Date; and/or

Emergency means any:

(a) event or circumstance which gives rise to the involvement of an emergency service; or

(b) fire, flood, serious criminal act or other act which creates an immediate risk to public health and/or safety

Employee Costs means:

(a) the costs incurred by the Service Provider (or any relevant sub-contractor) associated with employing any Transferring Staff from the Service Commencement Date to the earlier of (i) the date of dismissal by the Service Provider (or relevant sub-contractor as appropriate) by reason of redundancy under clause 32A.2 (Transfer of Employees) of this Contract or, (ii) forty five (45) days from the Service Commencement Date; and

(b) any redundancy payment, notice pay or payment in lieu of notice, and any accrued but untaken holiday entitlements due to any Transferring Staff and which are required by Law or by contract to be made to such Transferring Staff and which arise as a result of their dismissal by reason of redundancy under clause 32A.2 (Transfer of Employees) of this Contract where notice is given within two (2) months of the Service Commencement Date

Employee Liability Information means 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 or employees which is the subject of the Relevant Transfer and also such employees as fall within Regulation 11(4) of TUPE

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

Equalities Legislation means 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 means the requirements set out in Schedule 21 (Equality Requirements)

Equal Pay Claim means a claim for any payment resulting from a ruling or determination by an employment tribunal or court of competent jurisdiction (or a settlement or compromise made by any public sector body or (only if with the Authority's consent) by the Service Provider or its subcontractors) to the effect that the terms and conditions of employment of the relevant person(s) as they relate to wages, salaries or any other consideration whether in cash or in kind, contravene the following legislation: 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 Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000 and the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002

Equal Pay Legislation means 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 means:

(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 before the fourth (4th) anniversary of the Relevant 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 Transfer Date) any alteration to the salaries and payscales prescribed by the NJC 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 Contract Date or substantially engaged in the provision of services to local authority employers

Equity IRR means the projected blended rate of return to the Relevant Persons over the full term of the Contract, having regard to Distributions made and projected to be made

Estimated Change in Project Costs means in relation to clause 41.2 (Procedure - Compensation Events), clause 44 (Change in Law) and the Change Protocol the aggregate of any estimated increase in installation costs, operating costs and financing costs less the aggregate of any estimated reduction in installation costs, operating costs and financing costs

euro or € means the single or unified European currency (whether known as the "euro" or otherwise) adopted as their lawful currency by certain member states of the European Union in accordance with:

(a) the Treaty of the European Union; and

(b) any legislative measures for the introduction of, changeover to or operation of such currency,

being in part the implementation of the third stage of Economic and Monetary Union as contemplated in the Treaty of the European Union

Excusing Cause shall mean any of the following events:95

(a) a study or trial referred to in clause 8.2(d)(iii) (Access for Authority);

(b) a Special Event Closure as set out in clause 10 (Special Event Closures);

(c) where the Service Provider requires access to land off the highway which is outside the control of the Authority for the performance of the Service and the Service Provider has complied with its obligations under clause 16.1 (Service Provider to Secure Access) and clause 16.2 (Notification) provided that the Excusing Cause shall only be for the period set out in clause 16.4 (Failure to Secure Access);

(d) where a Necessary Consent to fix Apparatus to a structure is not obtained and the Service Provider has complied with its obligations under clause 20.2 (Necessary Consents for fixing Apparatus) and clause 20.3 (Process to be followed where consent not obtained) provided that the Excusing Cause shall only be for the period specified in clause 16.4 (Failure to Secure Access);

(e) the acts (or presence) of gypsies and travellers on the Project Network, save to the extent arising (or persisting) by reason of the Service Provider's failure to take such steps in relation to the gypsies or travellers as are required by clause 21.5 (Gypsies and Travellers);

(f) the occurrence of any Latent Defect for which the Service Provider is not responsible pursuant to clause 24 (Latent Defects);

(g) [when the Authority issues a notice stating that a BT Attachment shall not be removed pursuant to paragraph 6.6 of Schedule 12 (Attachments and Advertising) ;]

(h) refusal by or delay in the Authority exercising its discretion to exercise a statutory power when requested by the Service Provider pursuant to clause 26 (Exercise of Statutory Powers by the Authority);

(i) the carrying out or management of works by the Authority pursuant to clause 35 (Highways Works Authority) which prevents the Service Provider from carrying out any part of the Service

Expert means any person appointed as such from time to time under and subject to the provisions of Schedule 19 (Dispute Resolution Procedure)

Expiry Condition Requirements are those standards (including remaining life) that each Project Network Part shall satisfy on the Expiry Date as set out in Section ♦ of the Output Specification

Expiry Date means the [twenty-fifth (25th)] anniversary of the [Planned Service Commencement Date] [Contract Date]

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

Final Employee List shall have the meaning given in clause 55.8 (Undertaking on Eligible Employees)

Final Surveys means the Project Network Survey and the Management Information System Survey

Final Warning Notice shall have the meaning given in clause 62.9(b) (Persistent Breach)

Financial Close shall have the meaning given in the Senior Financing Agreements

Financial Model means the financial model provided by the Service Provider embodied in its financial model software setting out the basis on which the financing of the Project and/or the costs of and revenue from the Project have been calculated by the Service Provider (including without limitation the assumptions used, the cell logic network for the financial model software and any accompanying documentation necessary to operate the financial model), whether embodied on tape, disk or other electronic storage medium96

Financial Terms means the financial terms set out in the Financing Agreements

Financing Agreements means all or any of the agreements or instruments entered into or to be entered into by the Service Provider or any of its Associated Companies relating to the financing of the Project (including the Initial Financing Agreements and Senior Financing Agreements and any agreements or instruments to be entered into by the Service Provider or any of its Associated Companies relating to the rescheduling of their indebtedness or any Refinancing)

Financing Default shall have the meaning given in the [Financing Agreements]

First Payment Year shall have the meaning given in the definition of Payment Year

First Service Provider means the person with whom the Authority initially contracted for the provision of services which are similar to the Services

First Employee List shall have the meaning given in clause 54.7 (Employment Costs)

FOIA means the Freedom of Information Act 2000 and any subordinate legislation made under it from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Minister of the Crown or Government Department in relation to such Act

FOIA Code shall have the meaning given in clause 58.8 (FOIA Code)

Force Majeure Event means the occurrence after the date of Contract 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 of or breach by the Service Provider or its sub-contractors of any tier; or

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

Fund means the [♦[ fund within the LGPS

Future Service Provider shall have the meaning given in clause 54.19 (Service Provider Indemnities)

General Change in Law means a Change in Law which is not a Discriminatory Change in Law or a Specific Change in Law

Good Industry Practice means using standards, practices, methods and procedures (as practised in the United Kingdom) and conforming to Law and exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced service provider, manager, operator or other person (as the case may be) engaged in a similar type of undertaking as under this Contract under the same or similar circumstances

[Guaranteed Income means ♦]97

Guidance means any applicable guidance or direction with which the Service Provider is bound to comply including any Codes of Practice and [excluding] [including] the Highway Standards and the Relevant Lighting Standards98

H&S Conviction shall have the meaning given in clause 62.3(q) (Service Provider Default)

Health and Safety Regime means the Health & Safety at Work etc Act 1974 (and associated regulations), the Fire Precautions Act 1971, the Environmental Protection Act 1990, the Water Industry Act 1991, the Water Resources Act 1991 and any similar or analogous health, safety or environmental Law in force from time to time

Hedging Agreements means any agreement referred to in paragraph (b) of the definition of Senior Financing Agreements

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

Highways Act means the Highways Act 1980

Highway Standards means all standards, specifications and codes of practice issued by the Secretary of State for Transport and/or the Department from time to time in respect of the design, construction, operation or maintenance of highways, including without limitation the following:

(a) the Design Manual for Roads and Bridges including all Department Technical Advice Notes and Technical Design Notes;

(b) the Specification for Highway Works;

(d) the Notes for Guidance to the Trunk Roads Maintenance Manual;

(e) Highway Construction Details;

(f) Roads Circulars issued by the Department;

(g) the Traffic Signs Manual;

(h) Delivering Best Value in Highway Maintenance - Code of Practice for Maintenance Management;

(i) Transport in the Urban Environment;

(j) Well Lit Highways: Code of Practice for Highway Lighting Management;

(k) Management of Highway Structures: A Code of Practice; and

(l) the Manual of Contract Documents for Highways Works;.

save to the extent that the same are inconsistent with the Output Specification in which case the Output Specification shall take precedence

Highway Works Authority means the Authority when undertaking works in any of the following capacities:

(a) as a Highway Authority;

(b) as a Street Authority;

(d) as a Traffic Authority; or

(e) as a council under the 1980 Act

Holdco means [♦] Limited, company number [♦]99

Holding Company shall have the meaning given in Section 1159 of the Companies Act 2006100

HWA Works Response shall have the meaning given in clause 35.2 (Response to HWA Works Notice)

Improvement means any change, improvement or addition proposed by the Service Provider to be made to the design, layout or structure of the Project Network or the Off-Site Facilities at any time after the issue of the relevant completion Certificate which can be lawfully accomplished by the Service Provider without obtaining planning permission or specific side road or compulsory purchase orders under the Highways Act

Indemnifier shall have the meaning given in clause 52.5 (Conduct of Claims)

Independent Certifier means [♦] or such other substitute as may be appointed by the Service Provider and the Authority for the time being

Indirect Losses means 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 but excluding any of the same that relates to loss of revenue under this Contract

Information shall have the meaning given under Section 84 of the Freedom of Information Act 2000 or the meaning given to environmental information under Section 2 of the Environmental Information Regulations as may be appropriate to the circumstances

Incident means an occurrence necessitating traffic control measures either by the Service Provider or the police or affecting or potentially affecting safety, the environment or the structural integrity of the Project Network

Index and Indexed shall have the meaning given in clause 1.8 (References to Indexation)

Initial Financing Agreements means the Financing Agreements put in place upon signature of this Contract as follows:

[♦]

copies of which have been initialled by the parties for the purposes of identification

Inspections means those inspections detailed in [section [♦] of the Output Specification] [Schedule 7 (Surveys and Inspections)]

Inspection Notice shall have the meaning given in clause 14.1(a) (Certification of Milestone Completion)

Insurance Term means any terms and/or conditions required to be included in a policy of insurance by clause 53.1 (Insurance) and/or Schedule 27 (Insurance Matters) but excluding any risk

Insurance Undertaking shall have the meaning given in the rules from time to time of the Financial Services Authority

Intellectual Property means all current and future legal and/or equitable interests in registered or unregistered trade marks, service marks, patents, registered designs, utility marks, applications for any of the foregoing, copyrights, unauthorised extraction and/or re-utilisation rights, unregistered designs, inventions, confidential information, know how or other intellectual property rights subsisting in or relating to the Design Data and the Traffic Data

Intended Service Commencement Date shall have the meaning given in clause 5.4 (Delay in Meeting Mobilisation Requirements)

Interim Project Report means a report to be provided by the Service Provider to the Authority pursuant to clause 59.7 (Interim Project Report) containing at least the following information: [Authority to insert required information]

Intervening Contract means a contract with the Authority for the provision of services which are similar to the Services, at times after they were provided under a contract with the First Service Provider and before they are to be provided by Service Provider

Introduction of the euro means the introduction into the United Kingdom of the euro as a substitute for Sterling, the economic and/or commercial consequences thereof and any event or matter associated or connected therewith

Inventory means the Authority's inventory of [Existing Apparatus] as at the Service Commencement Date101

Investigation means any ground, physical or geophysical investigation of the conditions of the Project Network, including the surface and subsoil, or archaeological or ecological survey of the Project Network, to enable the Service to be designed and constructed with due regard for those conditions and for seismic activity in the region of the Project Network

Investment Programmes means the Core Investment Programme and the Annual Investment Programme

Irrecoverable VAT shall have the meaning given in clause 50.4 (Irrecoverable VAT)

Judicial Review means any application for judicial review (including any application for permission) made under Part 8 or Part 54 of the Civil Procedure Rules 1998 seeking review of any determination, decision, order or omission of the Authority or any application for a declaration (not made pursuant to Part 8) which concerns the legality of any determination, decision, order or omission of the Authority, or any statutory challenge, action or appeal which proceeds on similar principles to judicial review

Junior Debt means all amounts outstanding at the Termination Date under the Subordinated Financing Agreements

Key Structure means [♦]102

Key Structure Latent Defect Cap means [♦]

Land Rights means any right over or in respect of or otherwise relating in any way to land, whether temporary, revocable, legal, equitable or otherwise of whatever nature

Last Payment Year shall have the meaning given in the definition of Payment Year

Latent Defect means any defect (except where resulting from the acts or omissions of the Service Provider or a Service Provider Party) in the whole or any part of the foundations, supports, deck, retaining walls and/or portals of a [Structure, Bridge, Tunnel or Key Structure]103 which:

(a) is not a defect in respect of which the Service Provider or a Service Provider Party has any actual or constructive knowledge prior to the Contract Date; and

(b) could not reasonably have been expected to have been identified by the Service Provider:

(i) having reviewed all data provided to it by the Authority in respect of the construction, design and condition of all [Structures, Bridges, Tunnels and Key Structures]; and

(ii) having undertaken all such inspections, tests, surveys and/or assessments as a competent and experienced service provider would have undertaken when acting in a reasonable, skilled and diligent manner following a review of the data referred to in limb (b)(i) above; and

(c) is not a defect that is to be or should have been rectified by the Service Provider acting pursuant to this Contract (other than pursuant to clause 24 (Latent Defects); and

(e) is not a defect that could be fully, properly and permanently rectified and managed through the carrying out of Routine Maintenance; and

(f) is not a defect arising from damage or disrepair caused by:

(i) old age;

(ii) fair wear and tear;

(iii) lack of maintenance by the Authority prior to the Contract Date; and/or

(iv) a risk which is or should be insured by the Service Provider pursuant to this Contract104

Latent Defect Cap means [bid back item]

Latent Defect Costs shall have the meaning given in clause 24.1 (Service Provider Responsibility for Latent Defects)

Law means any:

(a) Act of Parliament or subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978;

(b) exercise of the Royal Prerogative; and

in each case in the United Kingdom and any standards, law, proclamation, order, resolution, regulation, notice, judgement, determination, rule bye-law, directive, code of conduct or other instrument or requirement in each case as aforesaid having the force of law within any national or local jurisdiction issued, declared, passed or given effect to in any manner by HM Parliament, the legislative making institutions of the European Union, any court, tribunal or other person or body exercising judicial functions or any Commission of Inquiry, local authority, statutory undertaker or Legal Authority or any other body or person having such powers and any exercise of the Royal Prerogative

Legal Authority means any court or tribunal with the relevant jurisdiction and any local, national or supra-national agency, local authority, inspectorate, minister, ministry, official or public or statutory person of the Government or Parliament of the United Kingdom (or any part of it) or of the European Union

LGPS Regulations means the LGPS (Benefits, Membership and Contributions) Regulations 2007, the LGPS (Transitional Provisions) Regulations 2008 and the LGPS (Administration) Regulations 2008 (as amended from time to time)

Licences means the classes of licence set out in clause 34.4 (Classes of Licence)

Licensed Purposes means:

(a) the maintenance, management, provision, carrying out, replacement and/or operation of the Project Network and/or the Service; and/or

(b) the maintenance, management, provision, carrying out, replacement and/or operation of services analogous to the Service but provided by a third party; and/or

Local Authority means any public body as defined in Section 28 of the Local Government Act 1992

LGPS means 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

Logo shall have the meaning given in clause 56.14 (Corporate Identity and Logo)

Long Stop Date means the date falling [♦] months after the final Milestone Completion Date (Projected)

Losses means 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 but excluding any Indirect Losses

Management Information System and MIS means the electronic system to be maintained by the Service Provider in accordance with the Output Specification and Method Statement 6 (Management Information System) for collecting, maintaining and reporting all data in connection with the provision of the Service and including, but not limited to, all data comprised in the Data Sets

Management Information System Survey shall have the meaning given in clause 69.1(b) (Final Surveys)

Main Body means the recitals, clauses 1 to [92] inclusive and the attestation and testimonium provisions to this Contract

Major Highway Works means both major highway works as defined in Section 86(3) of NRSWA and major bridge works as defined in Section 88 (2) of NRSWA;

Manual of Contract Documents for Highway Works means the manual for contract documents for highway works published by The Stationery Office

Method Statement means any of the following:105

(a) Method Statement 1 (Core Investment Works);

(b) Method Statement 2 (Core Investment Programme);

(d) Method Statement 4 (Development Control);

(e) Method Statement 5 (Commissioning);

(f) Method Statement 6 (Management Information System);

(g) Method Statement 7 (Best Value Reporting);

(h) Method Statement 8 (Contract Management and Customer Interface);

(i) Method Statement 9 (Development Control and Advise);

(j) Method Statement 10 (Emergency Service);

(k) Method Statement 11 (Transfer of Staff);

(l) Method Statement 12 (Information Technology Systems);

(m) Method Statement 13 (Inspections, Assessments and Performance Monitoring);

(n) Method Statement 14 (Liaison with Third Parties);

(o) Method Statement 15 (Management of Street Works and Minimisation of Planned Closures);

(p) Method Statement 16 (Third Party Claims);

(q) Method Statement 17 (Winter Service Operations);

(r) Method Statement 18 (Quality Manual and Quality Plan);

(s) Method Statement 19 (Outline Landscape Plan);

(t) Method Statement 20 (Environmental Management);

(u) Method Statement 21 (Street Cleansing Operations);

(v) Method Statement 22 (Health & Safety);

(w) Method Statement 23 (Metered Apparatus)

Milestone means a milestone as set out in Row 3 of Table 1 in clause 13.1 (Core Investment Programme) and Milestones shall be construed accordingly

Milestone Completion Dates (Projected) means the dates set out in Row 3 of Table 1 in clause 13.1 in columns numbered "2" of Table 1 as the same may be extended from time to time in accordance with this Contract

Milestone Default Termination Points means default termination points which may be awarded to the Service Provider by the Authority in accordance with clause 13.3 (Failure to complete Milestones on time)

Mobilisation Requirements means the conditions to be satisfied prior to the Service Commencement Date as detailed in Schedule 2 (Mobilisation Requirements)

Monitoring Officer shall have the meaning given in clause 84.1 (Definitions - Maladministration)

Month means any calendar month during the Contract Period, save that the first Month shall start on the Service Commencement Date and end on the last day of the calendar month in which the Service Commencement Date falls and the final Month shall start on the first day of the Month in which this Contract expires or terminates and end on the earliest of the Expiry Date or Termination Date and the term Months shall be construed accordingly

Monthly Payment means the amount calculated in accordance with clause 48 (Payments and Financial Matters)

Monthly Payment Meeting shall have the meaning given in clause 48.5 (Monthly Payment Meeting)

Monthly Payment Report means the report to be based on the relevant Draft Monthly Payment Report and to include any amendments agreed by the parties during or following the Monthly Payment Meeting

Monthly Report has the meaning given in Schedule 17 (Monitoring and Reporting)

Monthly Unitary Charge means the amount calculated in accordance with paragraph [2.4] of the Payment Mechanism

Necessary Consents means all permissions, consents, approvals, certificates, permits, licences and authorisations (including, where appropriate, any licence or consent under NRSWA) of a Relevant Authority which are required for the performance of any of the Service Provider's obligations under this Contract

Net Present Value means 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

Network Board means the board convened and operated in accordance with Schedule 18 (Network Board and Partnering Facilitator)

Network Model means the version of the computer file [♦] annexed or otherwise incorporated or identified in [♦]

New Build Works means works carried out or procured to be carried out by the Authority in its capacity as Highways Authority

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

(a) if this Contract is terminated prior to the Service Commencement Date, then the Service Commencement Date shall be extended by a period to allow a New Service Provider to achieve Service Commencement;

(b) any accrued Service Default Termination 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;

(d) any other amendments which do not adversely affect the Service Provider

New Contractor means any successor contractor who will provide a service the same or similar to the Service from the Expiry Date or Termination Date (as the case may be)

New Employees means those new employees employed by the Service Provider to provide the Services who will be working alongside the Transferring Employees

New Employer shall have the meaning given in clause 34A.11 (Transfer of Employment of Transferring Employees)

New Service Provider means the person who has entered or who will enter into the New Contract with the Authority

Non-Contestable Works means any works upon or connections to the distribution system of a DNO, which are not Contestable Works

[Non-Key Structures means ♦]

NRSWA means The New Roads and Street Works Act 1991

Ombudsman shall have the meaning given in clause 84.1 (Definitions - Maladministration)

Option Period shall have the meaning given in clause 53.4(b)(v) (Uninsurable Risk)

Original Employee means 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 Service Provider, became employees of someone other than the Authority

Original Transfer shall have the meaning given in clause 71.4 (Share Transfers to be Disregarded)

Output Specification means the document set out in Schedule 3 (Output Specification)

Outstanding Works shall have the meaning given in clause 69.5 (Rectification Works)

Owner shall have the meaning given in clause 20.2(a) (Necessary Consents for fixing Apparatus)

Part A Method Statements means the following Method Statements:106

(a) [List those Method Statements]

Part B Method Statements means the following Method Statements:107

(a) [List those Method Statements]

parties means the Authority and the Service Provider

Past Service Reserve means the actuarial value, calculated on the basis that the provisions of Section 62 of the Pensions Act 1995 applies directly to the LGPS or Service Provider 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 means 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 this or her employment with the Authority

Payment Mechanism means the document set out in Schedule 21 (Payment Mechanism)

Payment Year means a year commencing (unless the public sector financial year shall be required to be amended) on 1 April in each calendar year and expiring on 31 March in the succeeding year provided that the first Payment Year shall commence on the Service Commencement Date and shall expire on the following 31 March and the last Payment Year shall commence on the final 1 April of the Contract Period and shall expire on the earlier of the Expiry Date or Termination Date

Pension Regulation shall have the meaning given in clause 55.2 (Admission Agreement)

Performance Standard or PS means the description of the Service and the standards and requirements of the Service set out in the Output Specification

Permitted Borrowing means, without double counting, any:

(a) advance to the Service Provider under the Senior Financing Agreements provided that such advance is not made under any committed standby facility;

(b) Additional Permitted Borrowing;

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

(d) interest and, in respect of the original Senior Financing Agreements only (as entered into at the date of this Contract prior to any subsequent amendment), other amounts 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

Permitted Purposes shall have the meaning given in clause 56.7 (Licence to Use Trademarks and Data)

Persistent Breach means a breach for which a Final Warning Notice has been issued, which has continued for more than [seven (7)] days or recurred [three (3) or more months within the six (6) Month period] after the date on which such Final Warning Notice is served on the Service Provider

Personal Data means personal data as defined in the DPA which is supplied to the Service Provider by the Authority or obtained by the Service Provider in the course of performing the Service

Personnel means the employees, servants, agents, sub-contractors or other representatives, of the Service Provider, or of any sub-contractor, involved directly, or indirectly, in the provision of the Service

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

PFI Contractor means a person that has contracted with the Government, a local authority or other public or statutory body to provide services under the PFI

Planned Service Commencement Date means ♦

Plant means machinery, apparatus and the like intended to form or forming part of the Permanent Works

Post Core Investment Programme Period or PCIPP means the period from expiry of the Core Investment Programme Period until the Expiry Date (or if earlier the Termination Date)

Powered Apparatus means street lighting (including lighting columns, lighting points and tunnel lighting points), illuminated attachments, illuminated signage systems, illuminated traffic signals, traffic observation cameras, traffic observation camera columns, traffic observation camera poles, illuminated traffic signs and their traffic signal columns and traffic signal poles, traffic signal controllers, traffic signal heads, traffic signal poles, illuminated bollards, belisha beacons, VMS, EMS, loop detectors, smoke detectors, signalised pedestrian crossings, signalised pedestrian crossing equipment, remote monitoring systems, radio re-broadcast systems, pumping stations, aspect lamps, festive decorations, UTMC, detector equipment, electrical equipment, emergency points, EMS equipment, VMS equipment, ice early warning system, incident detection equipment, lamps, luminaires, metered apparatus, traffic management systems, underground cables, switchgear and connection, and any components included in all of the above

Pre-Refinancing Equity IRR means the nominal post-tax (i.e. post-tax with respect to the Service Provider, pre-tax with respect to Shareholders) Equity IRR calculated immediately prior to the Refinancing

Principal shall have the meaning given in clause 50.5(a)(ii) (Sub-Contractors in the Construction Industry Scheme)

Prohibited Act means:

(a) offering, giving or agreeing to give to the Authority or any other public body or any person employed by or on behalf of the Authority or any other public body 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 Contract or any other contract with the Authority; or

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

(b) entering into this Contract or any other contract with the Authority in connection with which commission has been paid or has been agreed to be paid by the Service Provider or on its behalf, or to its knowledge, unless before the relevant contract 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;

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

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

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

(d) defrauding or attempt to defraud or conspiring to defraud the Authority

Prohibited Employment Grounds means the grounds of:

(a) colour, race, nationality, or ethnic or national origins contrary to Part II (Discrimination in the field of Employment) 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;

(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 means 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;

(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 means the operation and maintenance of the Project Network and the conduct of any other part of the Service during the Contract Period and the financing of such activities

Project Accounts means accounts referred to in, and required to be established under, the Senior Financing Agreements

Project Area means [insert details of geographical boundary]

Project Documents means the following documents:

[to be listed]

Project Facilities means the Depot and any other buildings or land within the Project Area used by the Service Provider or a Sub-Contractor exclusively for the provision of the Service and owned by the Authority

Project Network means:108

(a) project roads;

(b) highway structures (including Structures, Bridges and Tunnels, subways and underpasses);

(c) amenities (including Grassed Areas, Landscape Areas, hedges, trees, shrubs, embankments, cuttings, picnic sites and lay bys);

(d) walking and cycling route section lengths (including footpaths and cycle tracks);

(e) Apparatus; and

(f) communications installations

within the Project Area as varied or amended from time to time in accordance with the provisions of this Contract

Project Network Part means any part of the Project Network and Project Network Parts shall be construed accordingly

Project Network Survey shall have the meaning given in clause 69.1(a) (Final Surveys)

Project Quality Director means the person so appointed in accordance with clause 36.5 (Quality Manager)

Proposed Accruable Project Network Part shall have the meaning given in Schedule 14 (Accruals and De-Accruals Process)

Proposed Workforce has the meaning set out in clause 54.10 (Workforce Information)

Protester means any person engaged in protest action or who wilfully obstructs the Service Provider from providing any part of the Service

Qualifying Change in Law means:109

(a) a Discriminatory Change in Law;

(b) a Specific Change in Law;

which was not foreseeable at the date of this Contract and

(d) a change to the Balancing and Settling Code Procedure (BSCP 520) or any successor procedure which specifically relates to the re-rating of electricity consumption of any item of Powered Apparatus

Quality Documentation means the quality manuals, quality plans, quality procedures, inspection and test plans, work instructions or like documentation, as appropriate, which describe and define a Quality Management System

Quality Management System means the organisational structure, procedures, processes and resources for determining and implementing quality policy

Quality Manager means [♦] or such person appointed pursuant to clause 36.5 (Quality Manager)

Quality Plans means:

(a) the Design Quality Plan; and

(b) the Service Quality Plan; and

(c) other quality plans required pursuant to clause 36 (Quality Management and Safety), or one or more of them, as the context may require

Quarter means a period of three calendar months beginning on 1 February, 1 May, 1 August and 1 November

Recipient shall have the meaning given in clause 50.3(b) (Value Added Tax)

Rectification Costs means, for the purposes of any Termination Date that occurs during the Service 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 Service is available

Refinancing means:

(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, the Financing Agreements (other than the Subordinated Financing Agreements) 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 Service Provider whether by way of security or otherwise; or

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

Refinancing Gain means 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 the Contract 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 the Contract following the Refinancing; and

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

Regulations means regulations issued pursuant to Part III of NRSWA

Reinstatement Plan shall have the meaning given in clause 53 (Insurance)

Reinstatement Works shall have the meaning given in clause 53 (Insurance)

Relevant Authority means 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 and Relevant Authorities shall be construed accordingly

Relevant Employees means the employees who are the subject of a Relevant Transfer

Relevant Incident shall have the meaning given in clause 53.2 (Reinstatement)

Relevant Payment has the meaning given in clause 53.4(b)(v) (Uninsurable Risks)

Relevant Person means a Shareholder and any of its Affiliates

Relevant Service Transfer [only applicable if phased Service implementation]

Relevant Lighting Standards means:

(a) Highways Standards to the extent that they relate to Powered Apparatus;

(b) all relevant European and British Standards for road lighting including:

(i) BS EN 13201;

(ii) BS 5489;

(iii) BS EN 14001 for Environmental Management;

(iv) BS 7671 Requirements for Electrical Installations;

(v) BS EN 40;

(vi) BS EN 60598;

(vii) BS EN 12899-1;

(viii) prEN 12899-1;

(ix) BS 873;

(d) Institution of Electrical Engineers Codes of Practice;

(e) Institution of Lighting Engineers Guidance Notes for the Reduction of Lighting Pollution;

(f) Institution of Lighting Engineers Technical Reports and Guidance Notes;

(g) Institution of Lighting Engineers and Lasers, Festival and Entertainment Lighting Code;

(h) CSS, Road Lighting Maintenance Code of Good Practice;

(i) Well-lit Highways - Code of Practice for Highway Lighting Management; and

all other relevant standards, codes of practice, government and national policies, industry guidelines and good industry practice relating to any Powered Apparatus and all successor standards, publications of or to the above mentioned Relevant Lighting Standards

Relevant Transfer means a relevant transfer for the purposes of TUPE

Relevant Transfer Date means the date on which an Eligible Employee transfers to the Service Provider and/or one or more sub-contractors by virtue of a Relevant Transfer

Relief Event means any of the following events:

(a) fire, explosion, lightning, storm, tempest, flood, bursting or overflow 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 (but excluding for the avoidance of doubt, any failure by the Authority under this Contract) or like body, to carry out works or provide services but not including the Service Provider or any Service Provider Party or any failure by a DNO to carry out any Contestable Works in connection with the Service;

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

(e) any:

(i) official or unofficial strike;

(ii) lock out;

(iii) go-slow; or

(iv) other dispute,

generally affecting the DNO, the highways industry or a significant sector of it;

(f) failure by a DNO to carry out Non-Contestable Works or services within the meaning of the Electricity Act 1999;

(g) underground cable faults in respect of cables which lead to but do not form part of the Powered Apparatus or Metered Apparatus and are not otherwise the responsibility of the Service Provider under this Contract;

(h) the discovery of fossils, antiquities or unexploded ordnance about or on the land on which the Apparatus is (or is to be) erected,

unless any of the events listed in paragraph (a) to (h) inclusive, arises (directly or indirectly) as a result of any wilful act or wilful default of the Service Provider or any Service Provider Party

Remuneration Costs has the meaning set out in clause 54.10 (Workforce Information)

Reorganisation Costs has the meaning set out in clause 54.10(c) (Workforce Information)

Request for Information means a request to which one or both of the FOIA and the Environmental Information Regulations applies

Required Action shall have the meaning given in clause 60.3 (Required Action)

Required Insurances means the insurances set out at Schedule 27 (Insurance Matters)

Restricted Share Transfer means the transfer of shares or any interest in shares of the Service Provider to any person whose business is substantially concerned with the sale, distribution or manufacture of arms, tobacco, alcoholic beverages, gaming or pornography or any other person who would not be a fit and proper person to carry out the Service having regard to the Authority being a public sector body

Required Standard shall have the meaning given in clause 69.4(a) (Results of Final Surveys)

Retained Obligations means

(a) the obligations of the Authority under the Third Party Undertakings which are listed as being expressly excluded from being transferred or novated or from becoming the responsibility of the Service Provider under the terms of Schedule ♦ (Third Party Undertakings)110; and

(b) any obligation under the Third Party Undertakings or any other agreement undertaking or commitment between the Authority and any Third Party, to acquire or not acquire, any estate or interest in land, or to pay compensation for the acquisition of such land

Retained Rights means the rights and powers of the Authority under the Third Party Undertakings which:

(a) are not Delegated Rights; or

(b) are listed as being expressly excluded from being transferred or novated to, or from becoming the responsibility of, the Service Provider under the terms of Schedule ♦ (Third Party Undertakings)111; or

Retention Fund Account shall have the meaning given in clause 69.1(c) (Final Surveys)

Return Date shall have the meaning given in clause [54.26 (Transfer of Employment on Expiry/Termination)] / [32A.6 (Termination of Contract)]

Returning Employees shall have the meaning given in clause 54.22 (Retendering)

Revenue means HM Revenue and Customs (or any other successor body)

Revenue Sharing Equity IRR means the nominal post Service Provider tax pre shareholder tax blended rate of return to a shareholder or any of its Affiliates from the Service Commencement Date to the final day of the previous Payment Year having regard to Distributions made

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

Reviewable Item means a Reviewable A Item and/or a Reviewable B Item

Reviewable A Item means any of the following:

(a) any material change to the Core Investment Programme prepared in accordance with clause 7.5 (Amendment of Investment Programmes);

(b) each draft Annual Investment Programme;

(d) any amendment of a Method Statement which reduces overall energy consumption; and

(e) any amendment of a Quality Plan

Reviewable B Item means any of the following:

(a) Design Data;

(b) any amendment to an Annual Investment Programme; and

Revised Senior Debt Termination Amount means, subject to clause 2.6 (No Increase in Authority Liability):

(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 Service Provider to the Senior Lenders in respect of Permitted Borrowing; and

(b) all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs, payable by the Service Provider 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 Contract, subject to the Service Provider 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 doubt 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 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 Service Provider 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 Contract;

(v) all APB Distributions

Road Closure Schedule means the Schedule for the first Payment Year contained in Schedule 8 (Road Closure Schedule) and the Schedule for each subsequent Payment Year agreed in accordance with the Review Procedure and as may be revised in accordance with clause 9.4 (Revision of Agreed Road Closure Schedule)

Road Section Length means the individual lengths of the Project Network between consecutive nodes as identified in the [Network Model]

Road Section Closure means any partial or total closure or other restriction of a lane of traffic (in one direction of travel) using the Project Network and including, for the avoidance of doubt, any Type C Road Section Closures (as defined in Section 6 of Chapter 8 of the Traffic Signs Manual), any closure required by an emergency, any closure required for any works by any Relevant Authority and any closure or obstruction to any footpath cycleway or other route forming part of the Project Network

Routine Maintenance means work which is short term or cyclic in nature and necessary to keep the Project Facilities in good and safe working order, including without limitation minor repairs to all elements of the Project Facilities, cleansing, verge and grounds and arboricultural maintenance and Winter Maintenance and inspections and surveys associated with any of the foregoing including repair of potholes, ruts, steps, spalled joints, areas of cracking, crazing and fretting. In relation to Structures, Routine Maintenance shall include the types of work expressly identified in the following non-exhaustive list and other types of work not so identified but which can (acting reasonably) be classed as routine, using the following list as an indicative guide:

(a) testing

(b) waterproofing

(d) maintaining and replacing kerbs

(e) maintaining footpaths and cycleways

(f) maintaining, repairing and replacing safety fencing and any other fencing including pedestrian and acoustic barriers

(g) maintaining repairing and replacing as required expansion joints

(h) maintaining and replacing as required handrails

(i) maintaining and replacing as required bearings

(j) maintaining and replacing timber decking

(k) maintaining exiting scouring protection systems

(l) minor repairs to brickwork and cladding

(m) maintaining, replacing and clearing bearing shelves

(n) painting of steel and other materials

(o) preservative on exposed timber when necessary

(p) clean, maintain and minor repair soffits

(q) clean and repair access pits

(r) clean expansion joints when necessary

(s) repair and replace spalling concrete

(t) inspecting anti-bird mesh and repair where necessary

(u) graffiti removal

(v) vegetation management

(w) ensuring drainage is free-flowing including inspection, maintenance, repair, renewal and replacement of covers, gratings, chambers, gullies, ducts, pipeworks and other elements

(x) sealing of minor cracks

(y) replacing nuts, bolts, washers

(z) tensioning

(aa) replacing a failed structural element in isolation where the cost of doing so is less than £[ ] Indexed

(bb) repairing and maintaining abutments

(cc) maintaining and replacing cathodic system

(dd) maintaining and replacing navigation lights and replacing wiring, cabling and lighting

(ee) maintaining and replacing tiling and plaques in subways

(ff) maintaining and repairing parapets

(gg) repair and replacement after accidents/vandalism

(hh) replacement of stones/blocks associated with erosion protection

Sample Inspections has the meaning given in the Code of Practice entitled "Code of Practice for Inspections"

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

Senior Financing Agreements means these following Financing Agreements:

[credit agreement; Interest rate hedging agreements and security documents]

as at the Contract Date or as amended with the prior written consent of the Authority pursuant to clause 2.5 (Changes to Financing Agreements)

Senior Lender means a person providing finance or hedging to the Service Provider under the Senior Financing Agreements

Senior Lender's Direct Agreement means the direct agreement dated on or about the date of this Contract and made between the Authority, the Service Provider and the Agent

Service means the activities of, or required of, the Service Provider (and/or any Service Provider Party) in connection with the performance of any obligations of the Service Provider under this Contract, and the conduct of any works or operations of the Service Provider (and/or any Service Provider Party) on, or in relation to, the Project Network, all cases with the objective of satisfying the requirement of the Output Specification and including the Core Investment Works

Service Commencement Date means the later of:

(a) the Planned Service Commencement Date; and

(b) (subject to clause 5.5 (Non Service of Notice)) the date when the Authority serves notice pursuant to clause 5.3(b)(ii) confirming its satisfaction that the Mobilisation Requirements have been met

Service Commencement Long Stop Date means the date falling [three (3)] months after the Planned Service Commencement Date

Service Contract means the agreement dated on or about the date hereof between the Service Provider and [♦] Limited for the carrying out of the Core Investment Works [and the remainder of the Service such contract being in the Agreed Form]

Service Default Termination Points or SDTP means a default termination point accrued in accordance with paragraphs [6.2 and 6.3 of Part 1] of the Payment Mechanism

Service Period means the period from the Service Commencement Date until the Expiry Date or if earlier, the Termination Date

Service Provider Admission Agreement means an admission agreement entered into in accordance with Regulation 5 and 6 of the Local Government Pensions Scheme (Administration) Regulations 2008 (as amended from time to time) by the Administering Authority, the Authority and the Service Provider or sub-contractor (as appropriate)

Service Provider Change shall have the meaning given in the Change Protocol

Service Provider Default means any of the events set out in clause 62.3 (Service Provider Default)

Service Provider Equipment means all equipment, plant and other things owned by or leased to the Service Provider and used exclusively for the purposes of providing the Service whether in relation to the installation or maintenance of Apparatus or otherwise but excluding the Assets

Service Provider Materials means all or any programmes, software, code, databases, data, materials, works (whether literary, artistic or otherwise), know how and/or information which are used from time to time by the Service Provider and/or any Service Provider Party, or are otherwise relevant to the maintenance, management, provision, replacement, carrying out and operation of the Project Network and the Service

Service Provider Party means the [Contracting Associates], other contractors and agents and any of its or their agents or subcontractors of any tier and its or their directors, officers and employees in relation to the Project

Service Provider Programme means [♦]112

Service Provider Representative means ♦ or such substitute as may be appointed by the Service Provider in accordance with the terms of this Contract

Service Provider Scheme means the retirements benefit schemes established or to be established under clause 55.7 (Service Provider Scheme)

Service Provider Share means the percentage figure corresponding to that part of the Cumulative Capital Expenditure at the relevant time, as shown in the first column of the table set out in clause 44.5 (Cost Sharing Schedule)

Service Quality Plan means the document entitled [♦] and forming part of the Method Statement [♦]

Shareholder means any person from time to time holding share capital in the Service Provider or [HoldCo113]

Small HWA Works means those works undertaken by the Authority acting in its capacity as Highway Works Authority that do not constitute either Major HWA Works or Standard HWA Works or Street Cleansing and have a planned duration which does not exceed three days

Snagging Items means minor defects, deficiencies or omissions which do not prevent or affect proper and normal use of the affected Project Network Part

Snagging List means a list of Snagging Items provided by the Independent Certifier or the Service Provider (as the case may be)

Special Event means the legitimate public use of the Project Network for the purposes of events, festivals, fairs, sports, demonstrations or other legitimate uses of the highway or other similar events

Special Event Closure shall have the meaning given in clause 10.2 (Agreement of Special Events)

Specific Change in Law means any Change in Law which specifically refers to the provision, in relation to highways, of services the same as or similar to the Service or to the holding of shares in companies whose main business is providing in relation to highways, of services the same as or similar to the Service

Specification for Highway Works or SHW means the Specification for Highway Works, published by The Stationery Office as Volume 1 of the Manual of Contract Documents for Highway Works

Specified Period shall have the meaning given in clause 69.4(b) (Results of Final Surveys)

Standard Rate means a [insert rate of interest equal to that payable by the Service Provider pursuant to the Financing Agreements]

Statutory Deduction shall have the meaning given in clause 50.5(a)(iii) (Sub-Contractors in the Construction Industry Scheme)

Statutory Undertaker means an undertaker for the purposes of Part III of NRSWA as defined in Section 48(4) of that Act

Step-In Event means those events referred to in clause 60 (Step-In Events)

Street Authority shall have the meaning given in Section 49(1) of NRSWA

Street Cleansing means the street sweeping and cleansing function undertaken by the Authority

Street Works Licences shall have the meaning given in Section 50(1) of NRSWA

Street Works Register means the register referred to in Section 53(1) of NRSWA

Structure means any (temporary or permanent) structure forming part of the Project Network and includes any:114

(a) Bridge, Tunnel or culvert having an individual span of three (3) metres or more or (in respect of a multi-span structure) a cumulative span of five (5) metres or more;

(b) Bridge, Tunnel or culvert (other than of corrugated metal) having a span of one point eight (1.8) metres or more and where the cover to the road surface is less than one (1) metre;

(c) corrugated metal bridge or culvert having a span of point nine (0.9) metres or more (irrespective of cover to the road surface);

(d) pedestrian, equestrian or cycle subway (irrespective of span and cover to the road surface);

(e) retaining wall, including without limitation reinforced earth, anchored earth and cribwall systems with slope between 70° and 90° to the horizontal, where the level of the fill at the back of the wall is greater than one point five (1.5) metres above the finished ground level in front of the wall;

(f) environmental barrier;

(g) sign/signal gantry or high mast for lighting, television cameras and catenary lighting systems; and

(h) drainage tanks or lagoon walls or pumping stations

Sub-Contractors means [Name of the Sub-Contractors] or any person engaged by the Service Provider from time to time as may be permitted by this Contract to procure the provision of the Service (or any part of the Service). References to sub-contractors means sub-contractors (of any tier) of the Service Provider

Sub-Contractor Legislation shall have the meaning given in clause 50.5(a)(i) (Sub-Contractors in the Construction Industry Scheme)

Sub-Contracts means the Service Contract and any other contracts entered into between the Service Provider and a Sub-Contractor (in their capacity as Sub-Contractors but not otherwise) each being in the Agreed Form

Subordinated Financing Agreements means [debt financing documents] as at the Contract Date or as amended with the prior written approval of the Authority

Supplier has the meaning given in clause 50.3(b) (Value Added Tax)

Surveys means [those surveys detailed in [section [♦] of the Output Specification] and Schedule 7 (Surveys and Inspections)

Tax means any kind of tax, duty, levy or other charge (other than VAT) whether or not similar to any in force at the date of the Contract and whether imposed by a local, governmental or other Relevant Authority in the United Kingdom or elsewhere and Taxes shall be construed accordingly

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

Termination Date means any date of early termination of this Contract in accordance with its terms

Termination Notice means a notice terminating this Contract served by either party under clause 53.4 (Uninsurable Risks), clause 62 (Termination by the Authority), clause 63 (Termination for Corrupt Gifts and Fraud), clause 65 (Termination for breach of Refinancing Provisions) or clause 66 (Termination following Force Majeure)

Termination Sum means any compensation payable by the Authority to the Service Provider on an early termination of the Contract under Schedule 24 (Compensation on Termination) (including, for the avoidance of doubt, the Authority Default Termination Sum), excluding the Adjusted Highest Compliant Tender Price

Third Party means a person who is not:

(a) the Authority or an Authority Party;

(b) the Service Provider or a Service Provider Party

Third Party Attachments means attachments owned by a third party who has been authorised by the Authority to affix attachments to Apparatus, including (but not limited to):

(a) political signage;

(b) fire hydrant signs;

(d) any special event signage or advance direction signage;

(e) direction signage (including AA/RAC signs);

(f) neighbourhood watch signs; and

(g) blind persons referencing point,

provided that Third Party Attachments shall not include any electronic or electrical connections except those which constitute Third Party Attachments as at the Service Commencement Date115

Third Party Undertakings means the undertakings, letters, deeds and agreements listed in [Part ♦ of the Output Specification]

Third Party Works means any works carried out by a Third Party which involves development as defined under Section 55 of Town and Country Planning Act 1990

Threshold Equity IRR means [♦] per cent per annum

Trade Marks means [insert details of Authority trade marks, if any, to be licensed] (whether unregistered or registered and including any applications for registration) and other Intellectual Property Rights subsisting in such trade marks from time to time

Traffic Data means the information relating to traffic in the reports submitted pursuant to [paragraph ♦] of Schedule 17 (Monitoring and Reporting) and any information relating to traffic obtained by the Authority by direct interrogation of any measuring equipment

Traffic Sign shall have the meaning given in Section 64 of the Road Traffic Regulations Act 1984 and Traffic Signs shall be construed accordingly

Traffic Signs Manual means the manual of that name published by The Stationery Office and any associated advice (including without limitation all local transport notes issued from time to time by the Department and published by The Stationery Office)

Traffic Signs Provisions means the Road Traffic Regulation Act 1984, The Traffic Signs Regulations and General Directions 1994 (S.I. 1994/1519) and any authorisation given under Section 64, or direction given under Section 65, of the Road Traffic Regulation Act 1984

Transferable Agreements means the agreements listed in Schedule ♦ (Third Party Agreements)]116

Transfer Amount means 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 means the date the Transferring Employees are transferred to the employment of the Service Provider and the date that the Transferring Original Employees are transferred to the employment of a subsequent contractor

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

Transfer Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 2006

Transferring Employee means an employee of the Authority [(excluding, for the avoidance of doubt, any person engaged by the Authority as an independent contractor or persons employed by any sub-contractor engaged by 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 Contract between the Authority and the Service Provider, a contract of employment with someone other than the Authority

Transferring Original Employee means an Original Employee:

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

(b) whose contract of employment 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

Transferring Staff shall have the meaning given in clause 54A.2 (Transfer of Employees)

Trespasser means any person (other than a Protester) present on the Project Facilities not entitled to be on the Project Facilities

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

Uninsurable means, in relation to a risk, either that:

(a) insurance is not available to the Service Provider 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 risk is not generally being insured against in the worldwide insurance market with reputable insurers of good standing by contractors in the United Kingdom

Uninsured Losses means losses arising from any risks against which the Service Provider or any Service Provider Related Party does not maintain insurance (where not required to maintain insurance for such risk under this Contract 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 Service Provider or any Service Provider Related Party

shall not be treated as Uninsured Losses

Unitary Charge means the amount calculated in accordance with [paragraph 2.2] of the Payment Mechanism

VAT means value added taxes

Winter Maintenance means works in relation to the prevention of the formation of ice and the removal of snow and ice as set out or described in Part 1 of the Output Specification and developed in the relevant plans and the Method Statements and all maintenance works and functions relating thereto

Workforce Information means those details set out in Part 2 of Schedule 28 (Workforce Information)

works of a capital nature (for the avoidance of doubt, this definition shall be used without upper case initial letters) means works other than operational and maintenance works or other works of a similar or recurring nature and for the avoidance of doubt "works of a capital nature" may (as the context requires) include Core Investment Works, Service Works, Maintenance Works and Renewal Works

Works for Road Purposes has the meaning given in Section 86(2) of NRSWA

Work Site means an area upon which the Service Provider (or a Sub-Contractor) is carrying out Core Investment Works or other works, only during the time when such works are being carried out [which area has been fenced off or to which access has been restricted

__________________________________________________________________________________________________

82 Definitions to be reviewed on a project specific basis. Note in particular clause 17 (Ownership and Licence of Apparatus) and clause 18 (Risk in the Apparatus).

83 May include property on a project specific basis.

84 On a project specific basis, the Authority may wish to retain all profits from Advertising. See clause (Additional income) and corresponding footnotes.

85 To be set out in schedule or other document.

86 This should refer to those clauses in the Contract that allow a rebasing of the Unitary Payment (and by definition the base case financial model) on the occurrence of specific events, e.g. following a benchmarking or market testing exercise, a Qualifying Change in Law or an Authority Change. Note it can also be defined as Financial Model and two definitions combined. See also Schedule 22 (Custody and Revision of Base Case).

87 See definition of Service Provider Party. Will need to reflect project specifics.

88 Project specific – state what is required.

89 Project specific – state what is required.

90 Project specific – check compliance with Payment Mechanism.

91 These are rights that will be assigned to the Service Provider.

92 Project specific.

93 Schedule to be drafted - not in Local Partnerships' model pack.

94 To be included in Review Procedure on project specific basis.

95 Excusing Causes to be reviewed on a project specific basis.

96 See footnote to definition of Base Case.

97 To be bid back (see clause 48.5 (Payment).

98 If included in the definition then any changes will be a Qualifying Change in Law and clauses 44.6 (Relevant Lighting Standards) and clause 46 (Changes in Highway Standards) will need to be deleted or substantially amended. If excluded then reference to these standards will need to be added into clauses such as clause 28.1 (Standard of Service). Local Authorities should consider the Local Partnerships guidance set out in the Procurement Pack and discuss with their legal advisers and the Local Partnerships.

99 If there is no 100% holding company used as part of the project structure this definition should not be used and reference to Holdco in the definition of Associated Company or elsewhere should be deleted. References to "Holding Company" must remain however.

100 If the Act has not been implemented at the time of use of this Contract, replace the reference with Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989.

101 Can be part of the Contract and attached as an appendix to the Output Specification or can be an Agreed Form Document.

102 Project specific – specify the relevant structures where there needs to be a separate Key Structure Latent Defect Cap.

103 See definitions – project specific.

104 Definition can be project specific. See also clause 24 (Latent Defects).

105 Indicative list of Method Statements. Project specific.

106 Project specific – see Review Procedure for how Method Statements are treated.

107 Project specific – see Review Procedure for how Method Statements are treated.

108 To be amended on a project specific basis.

109 Consider whether changes to Highways Standards and/or Relevant Lighting Standards should be a Qualifying Change in Law. See footnote to the definition of Guidance. Also consider whether limb (d) should be subject to the forseeability test. See relevant guidance in Local Partnerships Procurement Pack.

110 Not in Local Partnerships pack. To be drafted on a project specific basis.

111 Not in Local Partnerships pack. To be drafted on a project specific basis.

112 Note that the Model Contract only contains reference to Investment Programmes and project specific amendments to clause 7 and the definition of Service Provider Programmes will be required.

113 If the Contractor is not a company incorporated under the Companies Acts the definition should be revised to include all equity investors; for example to include the general and limited partners in a limited partnership.

114 See also definition of Bridge and Tunnel – needs to be made compatible.

115 Project specific.

116 Not in Local Partnerships pack. To be drafted on a project specific basis.