1.1

In this Agreement unless the context otherwise requires the following terms shall have the meanings given to them below:

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

Abandon means not to carry out any Works contemplated by the Construction Programme at a Site for twenty (20) consecutive Business Days or during sixty (60) Business Days (whether consecutive or not) in any Contract Year.

Acceptance Certificate means a certificate issued by the Independent Certifier confirming that the Services Availability Requirements have been met.

Actual Relevant Insurance Cost means the aggregate of the [annual]2 insurance premiums reasonably incurred by the Contractor to maintain the Relevant Insurance during the Insurance Review Period but excluding insurance premium tax and all broker's fees and commissions.

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

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

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

and provided further that any such excess amount of principal which is (i) invested as part of any Qualifying Variation or (ii) outstanding from time to time as a result of any drawing under the Senior Financing Agreements as entered into at the date of this Agreement, disregarding any subsequent amendment or (iii) outstanding from time to time as a result of any amendment to the Senior Financing Agreements in respect of which the Authority has agreed that its liabilities on a termination may be increased pursuant to clause 54.1, shall not be counted as Additional Permitted Borrowing.

Additional Permitted Borrowings Limit means an amount equal to:

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

(b) the higher of:

5 per cent of the Original Senior Commitment; and

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

Adjoining Property means any land and/or property adjoining the Sites or in the neighbourhood of the Sites and each and every part thereof including all conduits, roads, footpaths, walls, fences, buildings and other erections and all service media and other apparatus on, under or within such land and/or property.

Adjudicator has the meaning given to it in clause 67.3 (Adjudication).

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

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

(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 Contractor on the date that the Estimated Fair Value of the Contract is calculated;

(ii) any insurance proceeds and other amounts owing to the Contractor (and which the Contractor is entitled to retain) to the extent not included in (a) above; 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 calculating the Estimated Fair Value of the Contract; and

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

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

(a) any Post Termination Service Amounts paid to the Contractor 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 Contractor on the date that the highest priced Compliant Tender is received;

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

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

to the extent that

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

2. the Authority has received such amounts in accordance with this Agreement.

Administering Authority [name of administering authority] Council of [address] acting in its capacity as the administering authority of the [name of relevant LGPS fund] Fund for the purposes of the LGPS Regulations.

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.

Affected Party has the meaning given to it in the definition of Force Majeure Event in this clause 1 (Definitions).

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 them in section 736 of the Companies Act 1985;

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

Agreed Form means in relation to any document, the form of the document agreed between the parties and initialled by or on behalf of the parties for the purpose of identification.3

Agreement means this agreement (including its Schedules).

Amended Reinstatement Outline has the meaning given to it in clause 65.3.3 (Obligations).

Ancillary Documents means the Building Contract, any appointment of any member of the Professional Team,the FM Agreement and the guarantees in the Agreed Form under which the obligations of the Building Contractor under the Building Contract and the FM Contractor under the FM Contract are respectively guaranteed, (in each case to the Contractor) and [the ICT Interface Agreement and4 ]any other documents to which the Authority is not a party and which are listed in Part 1 of Schedule 14 (Project Documents and Ancillary Documents) as they may be amended or replaced from time to time in accordance with the provisions of this Agreement.

Ancillary Rights means

(i) a non-exclusive licence to enter and remain upon those parts of the Sites that the Contractor and/or any Contractor Related Party requires access to in order to carry out the Works or provide the Services;

(ii) such rights of access to and egress from the Sites as are necessary for the Contractor and any Contractor Related Party to perform their obligations and exercise their rights under this Agreement and in particular for the purposes of implementing the Works and providing the Services including those highlighted [ ] on the Site Plans provided that such rights may be varied by the Authority and such variation will be deemed to be an Authority Change;

(iii) rights of free and uninterrupted passage and running of water soil gas electricity telephone and other services including those highlighted [ ] on the Site Plans provided that such rights of passage may be varied by the Authority to such alternative routes as the Authority may reasonably specify from time to time; and

(iv) the right where necessary to inspect repair maintain or renew the Services Media and the right (at the cost of the Contractor) to connect into the Services Media and to construct such new Services Media as may from time to time be necessary to serve the Sites provided that the prior written consent of the Authority is obtained (such consent not to be unreasonably withheld or delayed);

provided that

(v) the rights are granted insofar as the Authority is capable of granting them and such rights are subject to any restriction in the Title Deeds or otherwise disclosed in writing to the Contractor prior to the Commencement Date; and

(vi) the rights shall not in any circumstances entitle the Contractor or any Contractor Related Party to exclusive occupancy or exclusive possession of any part of the Sites (save as may be required by the Contractor and approved by the Authority (such approval not to be unreasonably withheld or delayed) in order to comply with relevant health and safety legislation) on a temporary basis;

Annual Service Plan has the meaning given to it in clause 39.3.4 (Annual Service Report and Annual Service Plan).

Annual Service Report has the meaning given to it in clause 39.3.1 (Annual Service Report and Annual Service Plan).

Annual Service Report Date means [** ] in each Contract Year.

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.

Approved Purposes has the meaning given to it in clause 69.1.2 (Project Data).

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

Area any part of any Station which is the subject of an Area Data Sheet and/or accommodation schedule as set out in part [ ] of the Authority's Requirements.

Area Data Sheet has the meaning set out in Schedule 6 (Payment Mechanism).

Asbestos Survey means a survey procured by the Authority in relation to the existing Buildings that are to be refurbished or demolished identifying actual or potential asbestos in any such Buildings.5

Asbestos Surveyor means [INSERT NAME] of [INSERT ADDRESS].

Asbestos Surveyor's Appointment means an appointment dated [INSERT DATE] between [INSERT PARTIES] pursuant to which the Asbestos Surveyor carried out the Asbestos Survey.

As-built Drawings means drawings, technical information, models, operation and maintenance manuals and technical information of a like nature to encompass the method of construction, manufacture, operation and maintenance of each element of each Station in sufficient detail to allow a competent person to understand all material elements of the construction of each Station and to maintain, dismantle, reassemble, adjust and operate all plant, equipment, fixtures, structures and construction elements thereof.

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

(a) any land or buildings;

(b) any equipment;

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

(e) any revenues and any other contractual rights; and

(f) any Intellectual Property Rights

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

Assigned Employees has the meaning given to that term in clause 30.15 (Retendering).

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 Contractor shall include [Holdco and] each of the shareholders.6

Audit Commission Performance Indicators means the Audit Commission's Library of Local Performance Indicators which is available at: http://www.local-pi-library.gov.uk/thelibrary.html;

Authority Break Point Date means [ ].

[Authority Change has the meaning given to it in Schedule 23 (Change Protocol)] 7

Authority Change Notice has the meaning given to it in Schedule 23 (Change Protocol)

Authority Default means one of the following events:

(a) an expropriation, sequestration or requisition of a material part of the Assets and/or shares of the Contractor [or Holdco]8 by the Authority or other Relevant Authority;

(b) a failure by the Authority to make payment(s) of an amount of money exceeding (in aggregate) one month's Unitary Charge (from time to time) before deductions that is due and payable by the Authority under this Agreement within twenty (20) Business Days of service of a formal written demand by the Contractor, where that amount fell due and payable [two (2)] (or more) months prior to the date of service of the written demand;

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

(d) a breach by the Authority of clause 70.1 (Restrictions on Transfer of this Agreement by the Authority).

Authority Default Termination Sum means the amount payable in accordance with clause 49 (Compensation on Termination for Authority Default/Voluntary Termination).

[Authority Equipment means those items of loose furniture, equipment, consumables and personal effects, excluding all [ICT equipment]9 to be identified by the Authority to the Contractor in accordance with the [Decant Protocol];10]

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

Authority Property has the meaning given to it in clause 63.1.1 (Contractor's Indemnity).

Authority Related Party

(a) an officer, agent, contractor, employee or sub-contractor (of any tier) of the Authority acting in the course of his office or employment or appointment (as appropriate);

(b) [in relation to any station during any period of community use, any person visiting or using the station for that purpose.]11

but excluding in each case the Contractor and any Contractor Related Parties.

Authority's Policies means the policies of the Authority referred to in Schedule 15 (Authority's Policies) as any such policies may be amended in line with clause 60.

Authority's Representative means the representative appointed by the Authority pursuant to clause 12.1 (Representatives of the Authority).

Authority's Requirements means the requirements of the Authority in respect of the Project set out in Schedule 1 (Authority's Requirements).

[Authority Warranted Data means the data and/or information set out or described in Part 1 of Schedule 11 (Warranted Data).]13

Available means as defined in Schedule 6 (Payment Mechanism), and "Unavailable", "Availability" and "Unavailability" shall be construed accordingly.

Base Case the financial model in the Agreed Form (as updated from time to time in accordance with the terms of this Agreement) for the purpose, amongst other things, of calculating the Unitary Charge.

Base Case Equity IRR14 means [INSERT NUMBER] per cent.

Base Cost means [£ ] being the amount as agreed at the Bid Date and set out in the financial model which represents the insurance cost (which excludes amounts in respect of insurance premium tax and all brokers' fees and commissions) which are proposed to be incurred to maintain the Relevant Insurance in each year following the [first/final] Services Availability Date, expressed in real terms as at the Bid Date.

Base Date has the meaning given to it in Schedule 6 (Payment Mechanism);

Base Relevant Insurance Cost means, the aggregate of the Base Costs which were (at Bid Date) projected to be incurred to maintain the Relevant Insurance during the Insurance Review Period indexed by actual RPIx from the Bid Date up to the dates on which the Relevant Insurance was placed or renewed either immediately before or during the Insurance Review Period (as applicable RPIx in respect of the year in question) less any Base Relevant Insurance Reduction.

Base Relevant Insurance Reduction means the reduction to be made to the Base Relevant Insurance Cost in respect of a risk which has become Uninsurable or a term or condition which is no longer available and shall be an amount that is either:

(a) the amount by which the Base Relevant Insurance Cost would have been a lesser amount had such a risk been Uninsurable or a term or condition been unavailable at the Bid Date (which amount, for the avoidance of doubt, can be £0; or

(b) if it is impossible to determine an amount pursuant to paragraph (a) above, an amount that is reasonable to be deducted from the Base Relevant Insurance Cost having due regard to:

(i) the amount by which the Actual Relevant Insurance Cost is less than it would have been as a result of the risk become Uninsurable or the term or condition becoming unavailable (the "Actual Reduction");

(ii) the size of the Actual Reduction as a percentage of the Actual Relevant Insurance Cost immediately prior to the risk becoming Uninsurable or the term or condition becoming unavailable; and

(iii) the effects of RPIx since the Bid Date.

Base Senior Debt Termination Amount means, subject to clause 54.1 (Changes to Financing Agreements):

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

(b) all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs15, payable by the Contractor to the Senior Lenders as a result of a prepayment in respect of Permitted Borrowing (other than in respect of Additional Permitted Borrowing), or, in the case of early termination of interest rate hedging arrangements only, as a result of termination of this Agreement, subject to the Contractor and the Senior Lenders mitigating all such costs to the extent reasonably possible; less, to the extent it is a positive amount, the aggregate of (without double counting in relation to the calculation of the Base Senior Debt Termination Amount or the amounts below):

(i) all credit balances16 on any bank accounts (but excluding the Joint Insurance Account) [and the [Distribution Account]]17 held by or on behalf of the Contractor18 on the Termination Date;

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

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

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

Best Value Duty means the duty imposed on the Authority by section 3 of the 1999 Act in relation to, inter alia, any one or more of the Services.

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

Best Value Performance Indicators means the National Performance Indicators for the Services or any other performance indicators published in Guidance or Legislation as may be issued by the Secretary of State, the Audit Commission or any other competent authority from time to time.

Bid Date means [date].

Building means any building or other erection at any of the Sites.

Building Contract means the building contract in the Agreed Form between the Contractor and the Building Contractor relating to the Works.

Building Contract Dispute has the meaning given to it in clause 67.13.1 Dispute (Similar Disputes).

Building Contractor means [INSERT NAME AND COMPANY REGISTERED NUMBER] of [INSERT ADDRESS], or such other building contractor as the Contractor may, subject to clause 7 (Documents), appoint to carry out the Works.

Building Contractor's Site Manager means the manager to be appointed by the Building Contractor for the purposes of supervision of all day to day activities on the Sites;

Building Contractor's Site Rules means the Building Contractor's rules, applicable on the Sites to the Authority, the Contractor, the Building Contractor and their respective sub-contractors and suppliers of every tier during the construction of the Stations;

Building Manual means the manual for the Works containing:

Part 1

a copy of the health and safety file pursuant to the CDM Regulations (excluding those aspects of the same as fall within Part 2)

Part 2

(a) all As-built Drawings;

(b) copies of all guarantees, warranties and maintenance agreements relating to the Works;

(d) copies of all manufacturers' technical literature relating to the Works; and

(e) copies of all operating and maintenance manuals relating to the Works.

[Buildings Survey means a survey procured by the Authority in relation to the existing Buildings that are to be refurbished identifying any Defects in such Buildings.19]

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

Business Interruption Cover shall bear the meaning ascribed to it at paragraph 2 of Part 2 of Schedule 14 (Insurances).

CAA Change has the meaning given to it in Schedule 23 (Change Protocol)

CAA Change Notice has the meaning given to it in clause 39.3 (Best Value).

CAA Date means the date or dates of any Comprehensive Area Assessment to be conducted by the Authority, as notified to the Contractor by the Authority in accordance with the provisions of clause 39.4.1;

CAA Plan has the meaning given to it in clause 39.4.6;

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

CDM Regulations means the Construction (Design and Management) Regulations 2007.

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

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

(a) the reasonable costs of complying with the requirements of clauses 16 (Extensions of Time), 59 (Change in Law), 61 (Authority Step-In) and/or 72 (Financial Adjustments), including the reasonable costs of preparation of design and estimates.

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

(d) reasonable professional fees;

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

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

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

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

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

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

(k) Direct Losses or Indirect Losses, including reasonable legal expenses on an indemnity basis;

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

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

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

(ii) in a Bill;

(iii) in a draft statutory instrument; or

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

(b) any Guidance; or

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 Contractor and/or [Holdco] [and/or [ ]] (including the control over exercise of voting rights conferred on those shares, control over the right to appoint or remove directors or the rights to dividends); and/or

(b) any other arrangements that have or may have or which result in the same effect as paragraph (a) above.

Change in Revenue means in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated income of the Contractor and/or any Key Sub-Contractors from Third Party Use or other income committed from third parties (without double counting).

Change Protocol means that procedure set out in Schedule 23 (Change Protocol)20

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

Code Dispute Resolution Procedure means the procedure set out in Schedule 18 (Code Dispute Resolution Procedure).

Code Obligations means the express obligations of the Contractor in clause 30.14 (Compliance with Code Obligations) (other than that in clause 30.14).

Collateral Warranty means a collateral warranty executed as a deed between the Authority and (as the case may be), the Building Contractor, a Principal Building Sub-Contractor, a member of the Professional Team, or the FM Contractor(s) in the relevant form as set out in the relevant part of Schedule 7 (Collateral Warranties).

Commencement Date means the date of this Agreement;

Commercially Sensitive Information means the subset 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 21 (Confidential Information) in each case for the period specified in the respective columns 2 of Parts 1 and 2 of Schedule 21.

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

Community Use means use of a Station by the community by or at the invitation of the Authority outside of [specified hours].

Compensation Date means either:

(a) if clause 51.2 (Retendering Procedure) applies, the earlier of:

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

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

(b) if clause 51.3 (No Retendering Procedure) applies, the date on which the Adjusted Estimated Fair Value of the Contract has been agreed or determined.

Compensation Event means a breach by the Authority of any of its obligations or of any warranty under this Agreement21 and any other matter or event expressly referred to as required to be treated as or deemed to be a Compensation Event within this Agreement;

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

Compliant Tender means any tender submitted by a Compliant Tenderer that meets the qualification criteria notified under clause 51.2 (Retendering Procedure).

Compliant Tenderer means a tenderer who is a Suitable Substitute Contractor.

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

Confidential Information 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.22

Construction Period Insurance means the Required Insurance to be taken out in respect of the period from the date of this Agreement to the Services Availability Date for each Station.

Construction Programme means the programme for the carrying out of the Works as contained in Part 3 of Schedule 2 (Contractor's Proposals) as updated from time to time in accordance with the Review Procedure.

Construction Proposals means the proposals for the [provision/refurbishment] of the Stations to satisfy the Stations Requirements, as set out in Schedule 2 Part 1.

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

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

(a) the Shareholders; and/or

(b) the Subordinated Lender; and/or

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

Continuation Notice has the meaning given to it in clause 45.7 (Notice to Continue).

Contract Month means any month in a Contract Year provided that:

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

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

Contract Period means the period from and including the Commencement Date to the Expiry Date, or if earlier, the Termination Date.

Contract Year means a period of 12 months commencing on 1 April, provided that:

(a) the first Contract Year shall be the period commencing on the Commencement Date and ending on the day immediately following 31 March; and

(b) the final Contract Year shall be the period commencing on 1 April immediately preceding the last day of the Contract Period and ending on that day.

[Contractor Change has the meaning given to it in Schedule 23 (Change Protocol).]23

[Contractor Change Notice has the meaning given to it in Schedule 23 (Change Protocol).]24

Contractor Default means any one or more of the following events:

(a) following the Services Availability Date for a Station, a breach by the Contractor of any of its obligations and/or warranties under this Agreement which materially and adversely affects the performance of the [Fire and Rescue Authority] [Police] Services at that Station;

(b) a Persistent Breach occurs;

(c) a court makes an order that the Contractor or Holdco be wound up or a resolution for a voluntary winding-up of the Contractor or Holdco is passed;

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

(e) any voluntary arrangement is made for a composition of debts or a scheme of arrangement is approved under the Insolvency Act 1986 or the Companies Act 1985 in respect of the Contractor or Holdco;

(f) an administration order is made or an administrator is appointed in respect of the Contractor or Holdco;

(g) failure to comply with clause 70 (Assignment and Sub-Contracting) or clause 71 (Change in Ownership);

(h) the Contractor Abandons the Works at any time;

(i) the Contractor has not commenced the Works by the Start on Site Date;

(j) the Acceptance Certificate for each Station has not been issued by the Longstop Date;

(k) in any three (3) month period the Authority has been entitled to reduce the amount of the aggregate of the Monthly Unitary Charge for that period by more than twenty-five per cent (25%) through Unavailability Deductions;

(l) in each and every month of any six (6) month period the Authority has been entitled to reduce the amount of the Monthly Unitary Charge by more than ten per cent (10%) through Service Failure Deductions;

(m) in any three (3) month period an individual Station has been Unavailable for twenty (20) days or more;

(n) subject to clause 66 (Risks that become Uninsurable) a breach by the Contractor of its obligations to take out and maintain any of the Required Insurances; or

(o) the Contractor committing a material breach of its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal investigation, prosecution and conviction of the Contractor or any Contractor Related Party or the Authority under the Health and Safety Regime (an "H&S Conviction") provided that an H&S Conviction of a Contractor Related Party or the Authority shall not constitute a Contractor Default if, within ninety (90) Business Days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Contractor Related Party (which in the case of an individual director, officer or employee shall be deemed to include the Contractor Related Party of which that person is a director, officer or employee) is terminated and a replacement is appointed by the Contractor in accordance with clause 70.2 (Restrictions on the Contractor) provided always that in determining whether to exercise any right of termination or right to require the termination of the engagement of a Contractor Related Party under this limb (o), the Authority shall:

(i) act in a reasonable and proportionate manner having regard to such matters as the gravity of any offence and the identity of the person committing it; and

(ii) give all due consideration, where appropriate, to action other than termination of this Agreement.

Contractor Equipment means those items of furniture, fixtures and equipment identified on the room data sheets contained in Part 1 of the Authority's Requirements.

Contractor's Method Statement means those of the Contractor's method statements for the provision of the Works and Services to satisfy the Services Specification which are to be contractually binding upon the Contractor as contained in Part 1 [Construction] Proposals and Part 2 Service Delivery Proposals of Schedule 2 (Contractor's Proposals), and/or any proposed variation to the Construction Proposals to which the Authority does not raise objections in accordance with Clause 15.1.1.

Contractor Related Party means:

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

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

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

Contractor Scheme means the occupational pension scheme(s) established or to be established under clause 31.7 (Contractor Scheme).

Contractor's Proposals means the proposals of the Contractor to deliver the Project to satisfy the Authority's Requirements as set out in Schedule 2.

Contractor's Representative means the person to be appointed by the Contractor pursuant to clause 12.2 (Representative of the Contractor).

Contractor's Scheme means the occupational pension scheme(s) established or to be established under clause 31.7 of this Agreement.

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

Contractor Termination Notice has the meaning given to it in clause 41.2.1 (Termination on Authority Default).

Contractor Warranted Data means the data and/or information relating to the Contractor and its Affiliates contained in Part 3 of Schedule 11 (Warranted Data).

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

Criminal Records Bureau means the bureau established pursuant to Part V of the Police Act 1997.

Cumulative Capital Expenditure means the aggregate of:

(a) all Capital Expenditure which has been incurred as a result of each General Change in Law that has come into effect on or after the Services Availability Date for 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 59 (Change in Law).

Customer Satisfaction Survey has the meaning given in clause 39.2.1 (Customer Satisfaction Survey).

Customer Satisfaction Survey Date means the date which is [INSERT NUMBER] months prior to [the [number] Annual Service Report Date and each [INSERT] anniversary thereof during the Contract Period] [each CAA Date].

[Decant Protocol25 means the provisions set out in26 identifying the obligations and the responsibilities of the Parties in relation to the removal of items from the Existing Stations and their relocation to and installation in the Stations].

Decision Date means the date of any Equal Pay Ruling.

Deductions means any or all (as the case may be) of Unavailability Deductions and Service Failure Deductions.

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

(a) if this Agreement is terminated during the Works Period, then the relevant Planned Services Availability Dates shall be extended by such period as would have been granted to allow a New Contractor to achieve completion of the Works at the Stations in question;

(b) any accrued warning notices issued pursuant to clause 42 or Deductions shall, for the purposes of termination only, and without prejudice to the rights of the Authority to make financial deductions, be cancelled; and

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.

Defect means any defect in any of the Buildings, or any part of them or anything installed in the Buildings, attributable to:

(a) defective design;

(b) defective workmanship or defective materials (which, for the avoidance of doubt, shall exclude asbestos), plant or machinery used in the construction of such building(s) having regard to Good Industry Practice and to appropriate British standards and codes of practice current at the date of construction of the Building;

(c) the use of materials in the construction of any Building which (whether or not defective in themselves) prove to be defective in the use to which they are put in the construction of any such Building;

(d) defective installation of anything in or on the Buildings;

(e) defective preparation of the site on which the Building is constructed; or

(f) defects brought about by adverse ground conditions or by reason of subsidence, water table change or any other change to ground conditions.

Design Data means all drawings, reports, documents, plans, software, formulae, calculations and other data relating to the design, construction, testing or operation of the Stations.

Direct Agreement means the direct agreement dated on or about the date of this Agreement and made between the Authority, the Contractor and the [Agent] under the Senior Financing Agreements.

Directive means EC Council Directive 2001/23/EC.

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

Disclosed Data means information relating to the Project disclosed to the Contractor and its Shareholders and advisers before the date of this Agreement including:

(a) the ISDS;

(b) the memorandum of information issued by the Authority on [date] in relation to the Project;

(d) [others].

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 Contractor and not to other persons; and/or

(c) persons who have contracted with the Government, a Local Authority or other public or statutory body to provide services under the PFI and not to other persons;

Disputed Amount has the meaning given to it in clause 37.5.2 (Disputed Amounts).

Dispute Resolution Procedure means the procedure for the resolution of disputes set out in clause 67 (Dispute Resolution).

Disruption Event means a failure by the Contractor to carry out the Works in accordance with this Agreement the result of which is that an Existing Station (or part thereof) cannot reasonably continue to be used for the provision of [Fire and Rescue][Police] Services.

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;

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

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

DPA means the Data Protection Act 1998.

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.

Eligible Employees means:

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

(b) [the Transferring Original Employees who are active members of [or eligible to join]27 either the LGPS or a broadly comparable scheme provided by their existing employer on a Relevant Transfer Date;]28

for so long as they are employed in connection with the provision of the Services or part of such Services.

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

[Employee Information29 means the information provided by the Authority to the Contractor in respect of Relevant Employees set out or described in Schedule 11 (Warranted Data).]

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 Government Department in relation to such regulations.

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 on before or after the Relevant Service Transfer Date under Equal Pay Legislation that the terms and conditions of employment of the Transferring Employee relating to Pay contravene the Equal Pay Legislation; and/or

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

Equalities Legislation 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 19 (Equality Requirements);

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

Estimate has the meaning given to it in Schedule 23 (Change Protocol).

Estimated Change in Project Costs has the meaning given to it in Schedule 23 (Change Protocol).

Estimated Fair Value of the Contract means the amount determined in accordance with clause 51.3 (No Retendering Procedure) that a third party would pay to the Authority as the market value of the Deemed New Contract.

Estimated Increased Maintenance Costs has the meaning given to it in clause 23.4.7.

Exceptional Cost for an Insurance Review Period, the extent to which there is an Insurance Cost Increase which exceeds in amount 30% of the Base Relevant Insurance Cost for that Insurance Review Period.

Exceptional Saving for an Insurance Review Period, the extent to which there is an Insurance Cost Decrease which exceeds in amount 30% of the Base Relevant Insurance Cost for that Insurance Review Period.

Excluded Equipment means those items of furniture, fixtures and equipment identified by the Authority to the Contractor not less than ten (10) Business Days prior to the relevant Services Availability Date as available neither for use in the Stations nor for the Contractor to use for any other purpose.

Exempt Refinancing means:

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

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

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

(i) breach of representations and warranties or undertakings;

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

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

(iv) amendments to Sub-Contracts;

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

(vi) restrictions imposed by the Senior Lenders on the dates at which the Senior Debt can be advanced to the Contractor under the Senior Financing Agreements and/or amounts released from the Escrow Account during the Initial Availability Period, each as defined in the Senior Financing Agreements30 and which are given as a result of any failure by the Contractor to ensure that the construction work is performed in accordance with the agreed construction programme and which are notified in writing by the Contractor or the Senior Lenders to the Authority prior to being given;

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

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

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

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

(e) any sale of shares in the Contractor or Holdco by the Shareholders or securitisation of the existing rights and/or interests attaching to shares in the Contractor [or Holdco provided that this paragraph (e) shall, in respect of shares in Holdco, only apply for so long as Holdco holds 100% of the issued share capital of the Contractor]31;

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

(g) any Qualifying Bank Transaction.

Existing Station means a Station listed in Schedule [4] (Stations) but excluding any new facilities comprising the Works.

Expiry Date means [** ] 20[**].

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

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

Final Employee List has the meaning given to it in clause 30.4.2 (Employment Costs).

Final Warning Notice has the meaning given to it in clause 42.2 (Final Notice).

Financial Close has the meaning given to it in the Senior Financing Agreements32.

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

Financing Default means any material default under the Senior Financing Agreements.

Fire and Rescue Authority/Authorities means those authorities responsible for delivery of Fire and Rescue Services as defined in the Fire and Rescue Services Act 2004.

Fire and Rescue Services means the functions of the Fire and Rescue Authority as defined in the Fire and Rescue Services Act 2004.

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

First Employee List has the meaning given to it in clause 30.4.1 (Employment Costs).

First Insurance Review Date means the first Business Day following the first anniversary of the Relevant Insurance Inception Date33.

Five Year Maintenance Plan means the maintenance plan provided by the Contractor to the Authority in accordance with clause 23.4 (Schedule of Programmed Maintenance) setting out the maintenance plan for the next five Contract Years for each Station.

FM Agreement means subject to clause 7.1 the agreement in the Agreed Form between the Contractor and the FM Contractor relating to the Services.

FM Agreement Dispute has the meaning given to it in clause 67.13.2 (Similar Disputes).

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

FM Contractor means [INSERT NAME AND COMPANY NUMBER], or such other facilities management contractor as the Contractor may, subject to clause 7 (Documents and Co-Operation), appoint to provide the Services.

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

Force Majeure Event means the occurrence after the date of this Agreement of:

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

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

Force Majeure Termination Sum has the meaning given to it in clause 52.1 (Force Majeure Termination Sum).

Future Service Provider has the meaning given to it in clause 30.12.4 (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 that degree of skill, care, prudence and foresight and operating practice which would reasonably and ordinarily be expected from time to time of a skilled and experienced operator (engaged in the same type of undertaking as that of the Contractor) or facilities management contractor or building contractor or any sub-contractor under the same or similar circumstances.

Guidance means any applicable guidance or directions with which the Contractor is bound to comply.

Handback Requirements means the requirements relating to the condition of the Stations at the end of the Contract Period set out in Section [**] of the Services Specification.

[Head Lease means the lease relating to the Site to be granted by the Authority to the Contractor in the Agreed Form.]34

Health and Safety Regime means the Food Safety Act 1990 (and associated regulations), 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 legislation in force from time to time.

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.

Holdco means [insert details of the Contractor's 100% holding company if any].

Holding Company has the meaning given to it in Section 736 of the Companies Act 1985, as amended by Section 144 of the Companies Act 1989.

IC Services means [** ].

Indemnified Party has the meaning given to it in clause 63.4 (Notification of Claims).

Indemnifying Party has the meaning given to it in clause 63.4 (Notification of Claims).

Independent Certifier means the person appointed jointly by the Authority, the Contractor [and the Senior Lender] to act as independent certifier to the Project in accordance with the Independent Certifier's Deed of Appointment.

Independent Certifier's Deed of Appointment means the deed of appointment of the Independent Certifier in the Agreed Form.

Index has the meaning given to it in the definition of RPIx in this clause 1 (Definitions).

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 relate to loss of revenue under this Agreement;

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

Initial Amount means in relation to a Station the amount shown in the column so headed in Schedule 4 (Stations) against that Station.

Initial Financing Agreements means the Financing Agreements put in place upon signature of this Agreement listed in Part 1 of Schedule 16 (Initial Financing Agreements) copies of which have been initialled by the parties for the purposes of identification.

[Initial Phase means in relation to a Station, the period from and including the Services Start Date until and excluding the Services Availability Date for that Station.]

[Initial Services means the Services required to satisfy the requirements of the Initial Services Specification.]

[Initial Services Specification means the specification contained in Part 2 of Schedule 1 (Stations Requirements).]

Instalment Dates has the meaning given to it in clause 56.2.1 (Instalments).

Insurance Cost Decrease means the Insurance Cost Differential if the value is less than zero, multiplied by minus one.

Insurance Cost Differential shall, subject to the Insurance Review Procedure, be determined as follows:

Insurance Cost Differential = (ARIC – BRIC) – (+/-PIC)

Where

ARIC is the Actual Relevant Insurance Cost

BRIC is the Base Relevant Insurance Cost

PIC is any Project Insurance Change.

Insurance Cost Increase means the Insurance Cost Differential if the value thereof is greater than zero.

Insurance Cost Index means any index introduced by the United Kingdom Government or the Office of National Statistics after the date of this Agreement and which is anticipated to be published annually to provide an independent and objective measure of changes in prevailing market insurance costs.

Insurance Review Date means the First Insurance Review Date and, thereafter, each date falling on the second anniversary of the previous Insurance Review Date, except where such date lies beyond the end of the Contract Period, in which case the Insurance Review Date shall be the last renewal date of the Relevant Insurances prior to the end of the Contract Period;

Insurance Review Period means a two year period from the Relevant Insurance Inception Date and each subsequent two year period commencing on the second anniversary of the Relevant Insurance Inception Date except where the end of such period lies beyond the end of the Contract Period, in which case the Insurance Review Period shall be the period from the end of the penultimate Insurance Review Period to the last day of the Contract Period;

Insurance Review Procedure means the procedure set out in clause 64.13.

Insurance Term means any terms and/or conditions required to be included in a policy of insurance by clause 24.2 and/or Schedule [** ] (Required Insurance Schedule) but excluding any risk.

Insurance Undertaking has the meaning given in the rules from time to time of the Financial Services Authority.

Intellectual Property Rights means any and all patents, trade marks, service marks, copyright, database rights, moral rights, rights in a design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto which is created, brought into existence, acquired, used or intended to be used by the Contractor or any Contractor Related Party for the purposes of carrying out the Works and/or providing the Services and/or otherwise for the purposes of this Agreement.

Interim Project Report means a report setting out (amongst other things):

a) details of the Financing Defaults which have occurred;

b) details of why the Financing Defaults occurred;

c) an explanation as to how the Financing Defaults will be rectified and the procedures that will be put in place to reduce the occurrence of Financing Defaults re-occurring; and

d) an explanation of the Contractor's performance to date and details of how any defaults will be rectified;

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 Contractor and before they are to be provided by the Contractor;

Joint Insurance Account means the joint bank account (in accordance with clause 65.2 (Joint Account) in the names of both the Authority and the Contractor, having account number [INSERT NUMBER] and held with [INSERT NAME].

Joint Insurance Cost Report shall bear the meaning ascribed to in clause [ ] (Insurance Review Procedure);

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

Key Sub-Contractor means the Building Contractor and/or the FM Contractor.

Latest Services Element means the element within the Base Case representing the costs of providing the Market Tested Services in question (as such element may have been adjusted as a result of being indexed or as a result of previous adjustments made pursuant to clause 27 (Market Testing)).

Leases means the Head Lease and the Sub-Lease for each Site.36

Legislation means any one or more of the following:

(a) any Act of Parliament;

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

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

in each case in the United Kingdom.

LGPS 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).

LGPS Administration Regulations means the Local Government Pension Scheme (Administration) Regulations 2008

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

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

Local Authority means a principal council (as defined in section 270 of the Local Government Act 1972) or any body of government in England established as a successor to principal councils in relation to [Fire and Rescue Authorities] [Police] Services.

Lock In Period means the period expiring on the date that is one year after the [Final]37 Services Availability Date.

Longstop Date means the date [ ] ([ ]) months after the [last] Planned Services Availability Date or such later date as may be allowed in accordance with the terms of this Agreement;

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.

Market Testing means market testing in accordance with clause 27.2 (Market Testing Procedure).

Market Testing Proposal has the meaning given to it in clause 27.3(b) (Market Testing Procedure).

Market Testing Review Dates has the meaning given to it in clause 27.1 (Market Testing Review Dates).

Market Value Availability Deduction Amount means for any month or part of a month, an amount equal to the Unavailability Deductions that were made to the Unitary Charge under Schedule 6 (Payment Mechanism) in the month immediately preceding the Termination Date, less an amount equal to any Unavailability Deductions that were made for an Area which was Unavailable at the Termination Date but which has subsequently become Available whether as a result of the Authority incurring Rectification Costs or otherwise.

Maximum Unitary Charge means in respect of a month, the Unitary Charge payable during that month before any deductions are made under clause 37 (Payment Provisions) and Schedule 6 (Payment Mechanism) but allowing for indexation in accordance with Schedule 6Payment Mechanism).

Monthly Unitary Charge has the meaning given in Schedule 6 (Payment Mechanism);

Monthly Unitary Payment has the meaning given in Schedule 6 (Payment Mechanism);

Named Employee has the meaning given to it in clause 32.1.1 (Criminal Records Bureau).

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

Necessary Consents means all permits, licences, permissions, consents, approvals, certificates, and authorisations (whether statutory or otherwise) which are required for the performance of any of the Contractor's obligations under this Agreement, whether required in order to comply with Legislation or as a result of the rights of any third party.38

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.

New Buildings any Buildings constructed pursuant to the terms of this Agreement.

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

(a) if this Agreement is terminated during the Works Period, then the relevant Planned Services Availability Dates shall be extended by a period to allow a New Contractor to achieve completion of the Works at the Stations in question;

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

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

New Contractor means the person who has entered or who will enter into the New Contract with the Authority.

New Employees means those employees recruited and employed by the Contractor and/or sub-contractor to provide the Services (excluding, for the avoidance of doubt, any Relevant Employee) who will be working alongside the Transferring Employees.

New Employer means has the meaning given to it in clause 31.12.2 (Transfer to another Employer).

Notice Date means the later of the Termination Date and (if applicable) the date that the Adjusted Estimated Fair Value is agreed between the parties pursuant to clause 51.3 (No Retendering Procedure).

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

Operating Manual has the meaning given to it in clause 33.1 (Maintenance of Manual).

Original Employee means those Relevant Employees who are not at the Relevant Service Transfer Date employed by the Authority but who have in the past been employed by the Authority and who as a result of the application of TUPE in relation to what was done for the purposes of carrying out the contract between the Authority and the First Contractor, became employees of someone other than the Authority.

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

Outstanding Principal means the principal amount outstanding at the Termination Date of each borrowing (other than any borrowing under any equity bridge facility) under the Senior Credit Agreement.

Outstanding Work has the meaning given to it in clause 47.4.

Partner Admission Agreement means an admission agreement entered into in accordance with regulation 5 and 6 of the LGPS Administration Regulations by the Administering Authority, the Authority and the Contractor or Sub Contractor (as appropriate).

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 his or her employment with the Authority.

Payment Period means each calendar month or (in the case of the first and final Payment Periods) part thereof during the Contract Period.39

Performance Deductions has the meaning given to it in Schedule 6 (Payment Mechanism).

Periodic Rate means in relation to a Station, the amount shown in the column headed "Periodic Rate" in Schedule 4 (Stations).

Permitted Borrowing means, without double counting, any:

(a) advance to the Contractor under the Senior Financing Agreements, provided that such advance is not made under any Committed Standby Facility40;

(b) Additional Permitted Borrowing;

(c) advance to the Contractor 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 Contractor incurs, provided that such funds are not used in substitution for other sources of committed funding designated for those purposes41; and

(d) interest and, in respect of the original Senior Financing Agreements only (as entered into at the date of this Agreement, prior to any subsequent amendment) other amounts42 accrued or payable under the terms of such original Senior Financing Agreements,

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

Persistent Breach means a breach for which a Final Warning Notice has been issued which has continued for more than [ ] days or recurred in [ ] or more months within the [six] month period after the date on which such Final Warning Notice is served on the Contractor.

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

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

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

Physical Damage Policies has the meaning given to it in clause 65.2 (Joint Account).

PI Insurance has the meaning given to it in clause 64.11 (Professional Indemnity Insurance).

Planned Post Completion Works Acceptance Date43 in relation to each Site, the date shown as the corresponding Planned Post Completion Works Acceptance Date in Schedule 4 (Stations) or such other later date as may be allowed in accordance with the terms of this Agreement.

Planned Services Availability Date means in relation to each Station, the date shown as the Planned Services Availability Date in Schedule 4 (Stations) or such later date as may be allowed in accordance with the terms of this Agreement.

[Police Authority means the procuring body for the Police Force/Constabulary.]

[Police Services means [** ].]

Portfolio Cost Saving means any insurance cost saving which arises from the Contractor changing the placement of the Required Insurances from being on a stand-alone project-specific basis assumed at Financial Close and reflected in the Base Cost, to being on the basis of a policy (or policies) also covering risks on other projects or other matters which are outside the scope of the Project so as to benefit from portfolio savings. A Portfolio Cost Saving is defined to be a positive sum and cannot be less than zero.

[Post Completion Works means in relation to each Site, those parts of the Works to be completed after the Services Availability Date in accordance with the Construction Programme;]

[Post Completion Works Acceptance Certificate] [in respect of a Site, a certificate issued by the Independent Certifier confirming that the Post Completion Works Acceptance Requirements in respect of that Site have been met;]

[Post Completion Works Acceptance Date means in relation to any Post Completion Works in respect of a Site, the date on which a Post Completion Works Acceptance Certificate is issued;]

[Post Completion Works Acceptance Requirements means in relation to a Site, the satisfaction of requirements [ ] set out in Schedule 5 (Completion Requirements);]

Post Termination Service Amount means, for the purposes of clause 51.2 (Retendering Procedure), for the whole or any part of a month for the period from the Termination Date to the Compensation Date, an amount equal to the Maximum Unitary Charge which would have been payable in that month under this Agreement had this Agreement not been terminated, less an amount equal to the aggregate of:

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

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

Prescribed Rate means two per cent above the base rate from time to time of [INSERT NAME] Bank plc.

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

Principal Building Sub-Contractor means any sub-contractor appointed by the Building Contractor to undertake the design and/or construction of any of the following parts of the Works44.

Professional Team means the architects, structural engineers, mechanical and electrical engineers, acoustic engineers [SPECIFY OTHER RELEVANT CONSULTANTS] employed by the Building Contractor in connection with the Works and any employer's agent employed by the Contractor;

Programmed Maintenance means the maintenance work which the Contractor is to carry out in accordance with the Schedule of Programmed Maintenance.

Programmed Maintenance Information has the meaning given to it in clause 23.4.3.

Prohibited Act means:

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

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

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

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

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

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

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

(e) defrauding or attempting to defraud or conspiring to defraud the Authority.

Prohibited Activity means:

(a) activities which are prohibited by Legislation;

(b) activities which may be likely to expose persons to a significant risk to their health, safety or welfare (whether or not present at the Sites or a Station at the relevant time); and

(c) use of a Station by individuals, organisations or firms a material part of whose business consists of the manufacture, wholesaling, promotion or retailing of tobacco, alcohol or other injurious substances or pornography.

Prohibited Employment Grounds means the grounds of:

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

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

(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;

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

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

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

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

Project means the provision of serviced accommodation to the Authority at each and every Site by the Contractor as contemplated by this Agreement including the carrying out of the Works and the provision of the Services.45

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

Project Data means:

(a) all Design Data;

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

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

Project Documents means this Agreement, the Direct Agreement, the Independent Certifier's Deed of Appointment and the Collateral Warranties and any other agreements entered into by the Contractor and the Authority which are listed in Part 1 of Schedule 17 (Project Documents and Ancillary Documents), copies of which have been initialled by the parties for the purposes of identification.

Project Insurance Change means any net increase or net decrease in the Actual Relevant Insurance Cost relative to the Base Relevant Insurance Cost, arising from:

(a) the claims history or rerating of the Contractor or any Contractor Related Party;

(b) the effect of any change in deductibles unless the following applies:

(i) such change is attributable to circumstances generally prevailing in the Relevant Insurance Market; and

(ii) the deductible further to such change is either greater than or equal to the maximum in Schedule 14 (Insurances);

(c) any other issue or factor other than circumstances generally prevailing in the Relevant Insurance Market, except for any Portfolio Cost Saving.

For the purpose of determining the Insurance Cost Differential, in the event that there is a net increase, the Project Insurance Change shall have a positive value. In the event that there is a net decrease the Project Insurance Change shall have a negative value;

Project Liaison Group has the meaning given to it in paragraph 1.1 of Schedule 10 (Liaison Procedure).

Proposed Workforce has the meaning given to it in clause 30.4.4 (Employment Costs).

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

(a) the New Contract terms;

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

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

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

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

Qualifying Bank Transaction46 means:

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

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

(i) any other Senior Lender;

(ii) any institution which is recognised or permitted under the law of any member state of the EEA to carry on the business of a credit institution pursuant to Council Directive 2000/12/EC relating to the taking up and pursuit of the business of credit institutions or which is otherwise permitted to accept deposits in the United Kingdom or any other EEA member state;

(iii) a local authority or public authority;

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

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

(vi) an EEA or Swiss Insurance Undertaking;

(vii) a Regulated Collective Investment Scheme;

(viii) any Qualifying Institution; or

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

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

(i) any other Senior Lender;

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

(iii) any Qualifying Institution; or

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

Qualifying Change in Law means:

(a) a Discriminatory Change in Law;

(b) a Specific Change in Law; or

which was not foreseeable at the date of this Agreement.

Qualifying Institution means47 [** ].

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

Qualifying Variation means:

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

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

(ii) a Contractor Change Notice has been accepted by the Authority; or

(b) a Qualifying Change in Law,

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

Recipient has the meaning given to it in clause 37.11.2 (VAT on Payments).

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

Rectification Period has the meaning given to it in Schedule 6 (Payment Mechanism);

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

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

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

Refinancing Notice has the meaning given to it in clause 38.9.1.

Refurbished Buildings [to be defined on a project specific basis];

Regulated Collective Investment Scheme has the meaning given in the rules from time to time of the Financial Services Authority;

Reinstatement Outline has the meaning given to it in clause 65.3.1 (Obligations).

Reinstatement Plan has the meaning given to in clause 65.3.5 (Obligations).

Reinstatement Works has the meaning given to it in clause 65.3.1 (Reinstatement).

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

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

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

Relevant Event means an Authority Change, Qualifying Change in Law, Compensation Event or other matter as a result of which there may be an adjustment to the Unitary Charge in accordance with clause 72 (Financial Adjustments).

Relevant Incident has the meaning given to it in clause 65.3 (Obligations).

Relevant Insurance means the Required Insurance and any other insurances as may be required by law other than:

(a) Construction Period Insurance48;

(b) Business Interruption Cover except to the extent that it relates to Unavoidable Fixed Costs; and

Relevant Insurance Inception Date means the date on which the Relevant Insurances are first providing active insurance cover to the Contractor, being a date no earlier than the relevant Services Availability Date.

Relevant Insurance Market means the insurance market which insures the majority of all PFI projects across all of the PFI sectors (as determined by the number of PFI projects). At the date of this Agreement the Relevant Insurance Market is in the United Kingdom.

Relevant Performance Indicators means the Best Value Performance Indicators, Audit Commission Performance Indicators and Local performance Indicators for the Services as specified in [ ];

Relevant Person means a Shareholder and any of its Affiliates.

Relevant Proceeds means any amounts standing to the credit of the Joint Insurance Account in accordance with clause 65.3.6(b) (Obligations).

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

Relevant Transfer means a relevant transfer for the purposes of TUPE.

Relevant Transfer Date50 means the date on which an Eligible Employee transfers to the Contractor and/or one or more sub-contractor whether by virtue of any Relevant Transfer or deemed Relevant Transfer or otherwise.

Relief Event means any of the following:

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

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

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

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

(f) any:

(i) official or unofficial strike;

(ii) lockout;

(iii) go-slow; or

(iv) other dispute

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

(g) the discovery of fossils, antiquities or human remains requiring action in accordance with clause 18.7 (Fossils and Antiquities)51,

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

Remuneration Costs has the meaning given to it in clause 30.4.4(b) (Employment Costs).

Reorganisation Costs has the meaning given to it in clause 30.4.4(c) (Employment Costs).

Representative means an administrator, administrative receiver, receiver or receiver and manager of the Contractor appointed under the Security Documents.

Requests for information shall have the meaning set out in the FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term "request" shall apply).

Required Action has the meaning given to it in clause 61.3 (Action by Authority).

Required Insurances means the insurances specified in Schedule 14 (Insurances).

Required Standard has the meaning given to it in clause 47.3.1 (Results of Survey).

Retendering Information has the meaning given to it in clause 30.15.1(a) (Retendering).

Retention Fund Account has the meaning given to it in clause 47 (Retention Fund).

Return Date has the meaning given to it in clause 30.16.2 (Termination of Agreement).

Returning Employees has the meaning given to it in clause 30.16.2 (Termination of Agreement).

Revenue has the meaning given to it in Schedule 14.

Reviewable Design Data means the plans, drawings, documents and information relating to the Works listed in paragraph 7 of Schedule 8 (Review Procedure).

Review Procedure means the procedure set out in Schedule 8 (Review Procedure).

Revised Senior Debt Termination Amount means subject to clause 54.1 (Changes to Financing Agreements):

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

(b) all amounts including costs of early termination of interest rate hedging arrangements and other breakage costs52, payable by the Contractor to the Senior Lenders as a result of a prepayment in respect of the Permitted Borrowing, or, in the case of early termination or interest rate hedging arrangements only, as a result of termination of this Agreement, subject to the Contractor and the Senior Lender mitigating all such costs to the extent reasonably possible,

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

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

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

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

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

v. all APB Distributions.

RPI means [** ].

RPIx means the index published in Table 5 (excluding mortgage interest payments) of Business Monitor (MM23) published by the Office for National Statistics or failing such publication or in the event of a fundamental change to the Index, such other index as the parties may agree, or such adjustments to the Index as the parties may agree (in each case with the intention of putting the parties in no better nor worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made) or, in the event that no such agreement is reached, as may be determined in accordance with clause 67 (Dispute Resolution).

Schedule of Programmed Maintenance means the Contractor's annual programme for the maintenance of each Station to satisfy the Services Specification.

Security Documents means [** ]53.

Senior Credit Agreement means [** ] as at the date of this Agreement or as amended with the prior written approval of the Authority pursuant to clause 54 (Changes to Financing Agreements).

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

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

Senior Debt Service Costs shall mean interest and debt service costs incurred in respect of the Senior Financing Agreements less:

(a) sums which are in arrears;

(b) all sums reserved by the Contractor and which the Contractor is entitled to use to make such payments, without breaching the Senior Financing Agreements.

Senior Financing Agreements54 means those of the Financing Agreements listed in Part 1 of Schedule 16 (Initial Financing Agreements) as at the date of this Agreement or as amended with the prior written approval of the Authority pursuant to clause 54 (Changes to Financing Agreements)55.

Senior Lenders means a person providing finance to the Contractor under the Senior Financing Agreements.

Service Delivery Proposals means the proposals for the method of providing the Services to satisfy the Services Specification set out in Part 2 of Schedule 2 (Service Delivery Proposals).

Service Failure Deductions has the meaning given to it in Schedule 6 (Payment Mechanism).

Services Availability means in relation to any Station, satisfaction of the Services Availability Requirements.

Services Availability Date means in relation to any Station the date determined in accordance with clause 20.3 (Dates on which Services Availability may occur).

Services Availability Requirements means the requirements set out in Schedule 5 (Services Availability Requirements).

[Services Start Date56 means in relation to each Station the date upon which the Initial Services are to begin, shown against that station in the column headed "Services Start Date" in Part 1 of Schedule 4 (Stations).]

Service Users means [a reasonably representative sample of] those users who consume or benefit from the Services.

Services means the services required to be performed by the Contractor to satisfy the Authority's Requirements.

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

Services Period means in relation to a Station, the period from and including the Services Availability Date for that Station until and including the last day of the Contract Period.

Services Specification means the specification contained in Part 3 of Schedule 1 (Authority's Requirements).

Shareholder means any person from time to time holding share capital in the Contractor or [Holdco].

Site Conditions means the conditions of the Sites including (but not limited to) climatic, hydrological, hydrogeological, ecological, environmental, geotechnical and archaeological conditions.

Site Plans means the plans of the Sites set out in the Agreed Form.

Sites means the area edged red on the relevant Site Plan for each Station together with the Buildings and the service ducts and media for all utilities and services serving the Buildings.

Snagging Items means minor defects, deficiencies or omissions which do not prevent the Independent Certifier from issuing an Acceptance Certificate in relation to a Station.

Snagging List means the list to be prepared by the Contractor in accordance with clause 20.7.1 (Snagging Items) containing particulars of Snagging Items.

Snagging Programme has the meaning given to it in clause 20.7.1 (Snagging Items).

Specific Change in Law means a Change of Law which specifically refers to the construction, operation and maintenance of premises for use by [fire and rescue services] [police services] or to the holding of shares in companies whose main business is the construction, operation and maintenance of premises for use by the [fire and rescue services] [police].

Start on Site Date means [** ] or such later date as may be allowed in accordance with the terms of this Agreement;

Station means a station listed in Schedule 4 (Stations) being the buildings and other Stations to be provided, maintained and serviced in accordance with this Agreement located on and consisting of the relevant Site.

Stations Requirements means the requirements of the Authority in relation to the provision of the Stations set out in Part 1 of Schedule 1 (Authority's Requirements).

Sub-Contractors means each of [insert description of Sub-Contractors] or any other person engaged by the Contractor from time to time as may be permitted by this Agreement to procure the provision of the Works and/or the Services (or any of them). References to sub-contractors means sub-contractors (of any tier) of the Contractor.

Sub-Contracts means the contracts entered in to between the Contractor and by Sub-Contractors.

Sub-Contractor Breakage Costs57 means Losses that have been or will be reasonably and properly incurred by the Contractor as a direct result of the termination of this Agreement, but only to the extent that:

(a) the Losses are incurred in connection with the Project and in respect of the provision of services or completion of works, including:

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

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

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

(iv) redundancy payments; and

(b) the Losses are incurred under arrangements and/or agreements that are consistent with terms that have been entered into in the ordinary course of business and on reasonable commercial terms; and

Sub-Lease58 means the underlease relating to the Site to be granted by the Contractor to the Authority in the Agreed Form.

Subordinated Financing Agreement means [** ]59 as at the date of this Agreement or as amended with the prior written approval of the Authority.

Subordinated Lender [DETAILS TO BE INSERTED] who is providing finance under a Subordinated Financing Agreement.

Subsequent Contractor means another person after the First Contractor with whom the Authority subsequently contracts for the provision of the Services.

Successful Tenderer has the meaning given to it in clause 27.4.1 (Adjustments to Unitary Charge).

Suitable Substitute Contractor means a person approved by the Authority (such approval not to be unreasonably withheld or delayed) as:

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

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

Suitable Third Party means any person who is not an Unsuitable Third Party.

Supplier has the meaning given to it in clause 37.11.2 (VAT on Payments).

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 this Agreement and whether imposed by a local, governmental or other Relevant Authority in the United Kingdom or elsewhere.

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

Tender Documents means the tender documents (which shall include the Authority's Requirements) to be delivered to the prospective tenderers.

Tender Process means the process by which the Authority requests tenders from any parties interested in entering into a New Contract, evaluates the responses from those interested parties and enters into a New Contract with a new service provider in accordance with clause 51.2 (Retendering Procedure).

Tender Process Monitor means a third party appointed by the Contractor pursuant to clause 51.2.5 (Retendering Procedure).

Termination Date means the date of early termination of this Agreement in accordance with its terms.

Termination Date Discount Rate means a discount rate expressed as:

where:

R =	the real pre-tax Project IRR as set out in the Base Case;
i =	the agreed assumed forecast rate of increase in RPIx which, for the avoidance of doubt, is equal to the Bank of England's prevailing long term inflation target;
A =	the real yield to maturity on a benchmark government Gilt instrument of the same maturity as the average life of the outstanding Senior Debt shown in the Base Case as at Financial Close; and
B =	the real yield to maturity on a benchmark government Gilt instrument of the same maturity as the average life of the outstanding Senior Debt shown in the Base Case as at the Termination Date.

Termination Notice means a notice of termination issued in accordance with this Agreement.

Termination Sum means any compensation payable by the Authority to the Contractor on an early termination of this Agreement under clauses 52 (Compensation on Termination for Force Majeure), 51 (Compensation on Termination for Contractor Default) 49 (Compensation on Termination for Authority Default) and 50 (Compensation on Corrupt Gifts, Fraud and Refinancing Breaches) (excluding the Adjusted Highest Compliant Tender Price and any compensation payable as a result of a termination under clause 41.2 (Termination on Authority Default)).

[Third Party Use means use of a Station by a third party for which a charge is payable by that third party].

Threshold Equity IRR60 means [INSERT NUMBER] per cent.

Title Deeds means the [registered] title of the Authority in respect of each of the Sites [set out in Schedule [13]/evidenced by office copy entries dated [** ]].

Transfer Date means the date the Transferring Employees are transferred to the employment of the Contractor and the date that the Transferring Original Employees are transferred to the employment of a Subsequent Contractor.

Transferring Employee61 means an employee (excluding, to avoid doubt (without limitation), any person engaged by the Authority as an independent contractor or persons employed by any sub-contractor engaged by the Authority) of the Authority whose contract of employment becomes, by virtue of the application of TUPE in relation to what is done for the purposes of carrying out this Agreement between the Authority and the Contractor, a contract of employment with someone other than the Authority.

Transferring Original Employee62 means an Original Employee:

(a) whose contract of employment:

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

(ii) 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; or

(b) who, in the case where the contract between the Authority and the Subsequent Contractor does not amount to a Relevant Transfer, is afforded no less favourable treatment in accordance wit the provisions of the Code and clause 30.1.2 (Relevant Transfer).

TUPE63 means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or modified from time to time.

Unavailable has the meaning given to it in Schedule 6 (Payment Mechanism).

Unavailability Deductions has the meaning given to it in Schedule 6 (Payment Mechanism).

Unavoidable Fixed Costs means the fixed costs incurred by the Contractor which first fall due for payment by the Contractor during the period of indemnity but excluding:

(a) costs which could have reasonably been mitigated or avoided by the Contractor;

(b) payments to the Contractor's Associated Companies;

(d) payments to holders of equity in the Contractor, Subordinated Lenders and any other financing costs other than Senior Debt Service Costs;

(e) Indirect Losses suffered or allegedly suffered by any person;

(f) fines, penalties or damages for unlawful acts, breaches of contract or other legal obligations;

(g) payments the Contractor can recover under contract or in respect of which the Contractor has a remedy against another person in respect of the same liability;

(h) payments to the extent that the Contractor has available to it:

(i) reserves which the Contractor can draw upon without breaching the Senior Financing Agreements;

(ii) standby or contingent facilities or funds of Senior Debt or equity which the Contractor is entitled to have available;

(i) payments representing any profits of the Project (to the extent not already excluded in (e) above).

Uninsurable means in relation to a risk, either that:

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

(b) the insurance premium payable for insuring that risk is at such a level that the risk64 is not generally being insured against in the worldwide insurance65 market66 with reputable insurers of good standing by contractors in the United Kingdom67.

Unitary Charge means the fee payable by the Authority in consideration of the obligations performed by the Contractor under this Agreement calculated in accordance with Schedule 6 (Payment Mechanism)].

Unsuitable Third Party means either:

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

(b) any person whose activities are, in the reasonable opinion of the Authority, incompatible with the provision of [Fire and Rescue] [Police] Services by the Authority; or

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

VAT means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provisions of the Value Added Tax Act 1994;

Warning Notice means a notice served pursuant to clause 42.1 (Warning Notice)

Works means all of the works (including design and works necessary for obtaining access to the Sites) to be undertaken in accordance with this Agreement to satisfy the Authority's Requirements [including for the avoidance of doubt the works involved in the Post Completion Works];

Works Period means the period from the Commencement Date to the last Services Availability Date.

Works Delivery Plans means together the Contractors Method Statements for the Works, the Construction Programme and the Schedule of Programme Maintenance.

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

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2 This will depend on the frequency of payment of insurance premiums.

3 Such documents should be annexed to the Project Agreement.

4 Whether an ICT Interface Agreement is required will be decided on a project by project basis with value for money being the determining factor.

5 The Authority may wish to procure an Asbestos Survey at an early stage in the procurement process to assess the risk profile of the Project and, on the basis of the survey undertaken, to specify the risk to be assumed by the Contractor in the Invitation to Submit Detailed Solutions ("ISDS"). In this scenario, it is envisaged that the surveyor will be engaged by the Authority on approved terms and will provide a warranty to each of the Contractor, its Building Contractor and Senior Lenders.

6 If a fund or limited partnership or "50:50" owned vehicle (which is not a "subsidiary") or similar is in the relevant ownership chain of the Contractor, this definition will need to be expanded to cover it.

7 To be conformed to the Change Protocol.

8 Include reference to Holdco if relevant.

9 Whether ICT equipment is to be excluded will depend on who the provider is.

10 To be defined on a Project specific basis.

11 For the Authority to decide whether to use or not.

12 Where on a project specific basis there are particular reasons to do so (for example, where the Authority shares the use of the Site), other persons for whom the Station is responsible should be added here. This footnote needs to be considered in the context of the whole life of the Project.

13 This definition should not be used if the only data in Schedule 11 is employee information. No warranty is to be given in respect of employee information because the cost adjustment mechanism is being used – see clause 30.4.1 and footnote below.

14 This is the real pre-tax (i.e. pre-tax with respect to shareholders in the Contractor, post tax with respect to the Contractor) blended rates of return for equity or amounts advanced under the Subordinated Financing Agreements (as appropriate) shown in the Base Case.

15 Authorities may consider whether they should exclude any future profit element from the calculation of costs of early termination of interest hedging arrangements where the termination is for force majeure, breach of refinancing, corrupt gifts and uninsurability.

16 Such references should also cover such credit balances whether they are held as cash (as with revenue accounts) or in the form of investments (as with reserve accounts).

17 This reference should only be included where the Senior Lenders do not have security or other rights to supply balances standing to the credit of the Distribution Account in discharge of amounts outstanding in respect of a Permitted Borrowing.

18 This recognises that these balances will, in the ordinary course, be charged to the Senior Lenders as security and so on a termination can be set off by them against outstandings. It is sensible, therefore, not to pay such amounts, rather than to pay and subsequently recover such amounts. To the extent any accounts are not charged to Senior Lenders, they should be excluded from (i).

19 The Authority may wish to procure a Buildings Survey at an early stage in the procurement process to assess the risk profile of the Project and, on the basis of the survey undertaken to specify the risk to be assumed by the Contractor in the isds. In this scenario, it is envisaged that the surveyor will be engaged by the Authority on approved terms and will provide a warranty to each of the Contractor, its Building Contractor and Senior Lenders.

20 This has been developed by 4ps to conform with the latest guidance from PUK and is available separately. All references to change in this Agreement are compatible with the Change Protocol.

21 For clarity, Authorities may want to list out any areas which are specifically referred to as being Compensation Events (eg. clause 19.2.1).

22 Any information or classes of information that the parties agree should be treated as Commercially Sensitive Information should be included in Part 2 of the Schedule entitled Commercially Sensitive Information. The Authority should be mindful of guidance on this issue when agreeing which information should be categorised as commercially sensitive. This can cover specific bid information (for specific periods) or other types of generic information but broad blanket categorisations are not appropriate.

23 See footnote 7 above.

24 See footnote 7 above.

25 This definition may need to be amended on project specific basis.

26 Refer to relevant section of the Output Specification

27 The Authority may wish to protect employees who are eligible to join the LGPS but have not yet done so. The HM Treasury Guidance 'Staff Transfers From Central Government: A Fair Deal For Staff Pensions' refers to protection in respect of future service for transferring staff rather than just transferring active pension scheme members.

28 The protection of the pension rights of Transferring Original Employees under the Fair Deal Guidance will depend upon whether their original transfer from the Authority was protected under the Fair Deal Guidance. However, this will not prohibit the Authority from applying the Fair Deal Guidance to these employees now where the Authority recognises the costs of doing so and has made a value for money case for meeting those costs. Similarly the Fair Deal Guidance does not protect the pension rights of staff recruited by an existing contractor after the transfer of the Transferring Original Employees. However, the Authority would not be prohibited by Guidance from providing some pension protection for such staff where appropriate on value for money grounds. The Authority should also consider the protection which will apply under the proposed changes to TUPE.

29 See footnote 49.

30 These definitions should follow those contained in the Senior Financing Agreements - the Initial Availability Period being the construction phase drawdown period. These will need to be checked.

31 This Clause therefore means that any grant of new rights over the Contractor's assets, cashflows or contracts in conjunction with this transfer would not be exempt.

32 To be checked against final version of Senior Financing Agreements.

33 This has the effect of setting a two–yearly cycle of Review Dates although the first Review Period is necessarily a year and day in length (ie covering the initial inception of the Required Insurances and that first annual renewal). Additionally, at ISDS stage, Authorities may wish to invite variant bids, based on a tri-annual Review Period, for both insurance cost increases and insurance cost decreases, to assist in determining which Review Period is likely to deliver best value for money. Accordingly, the First Review Date would be the date which is 3 years from the Services Commencement Date.

34 Whether or not this definition is used, will depend on which property structure is adopted.

35 Additionally, at ISDS stage, Authorities may wish to invite variant bids, based on a tri-annual Review Period, to assist in determining which Review Period is likely to deliver best value for money. Accordingly, the Relevant Insurance Cost would be at three year intervals.

36 Whether or not this definition is used will depend upon which property structure is adopted.

37 The period of lock in is to be one year after the end of the construction period (including demolition and landscaping). Therefore, where demolition and/or landscaping are to occur after the final Services Availability Date, the definition above will need to change to address this.

38 There may be some Necessary Consents which only the Authority can obtain; where this is the case, the Authority should be obliged to obtain such Necessary Consents.

39 If there are no Initial Services then this will need to refer to the Services Period as opposed to the Contract Period.

40 If the Senior Lenders are not committing a Committed Standby Facility at financial close, the Authority should conduct due diligence over the sizing of the Stations that are committed, so as to ensure that they have not been inflated in such a way that the effect is to create a facility which by its very nature, also acts as a "Committed Standby Facility".

41 This will be any standby facility that is committed by the Senior Lenders at financial close for the purposes of funding any unforeseen cost overruns, increased expenses or loss of revenues incurred by the Contractor, and the Authority should conduct due diligence over the size and terms of the facility prior to Financial Close to evaluate its potential liability under this Clause 54.1. The protection given to the Contractor under Clause 54.1 (Changes to Financing Agreements) should only take effect if the purpose of the advance under the Committed Standby Facility is to fund genuine unforeseen costs and not, for example, to prepay amounts owned by the Contractor under the Subordinated Financing Agreements.

42 It is vital that the Authority's advisers satisfy themselves as to the appropriateness of the senior finance terms (especially any possibly unusual fees or indemnities) in the light of this potential liability. If the Authority is not so satisfied, it should either ask the senior lenders to revise their terms or alternatively restrict the Authority's exposure under sub-clause (d) of Permitted Borrowings above to those fees which it is willing to pay on a relevant termination.

43 Suggested drafting to be used where there is post Service Availability works e.g. demolition.

44 A list of sub-contracted design packages for which a collateral warranty is required will need to be inserted.

45 This definition may need to be amended on a case by case basis.

46 A broad purposive approach shall be taken to the interpretation of Clause 38 (Refinancing). Any attempt by banks to attempt to conceal refinancings behind elaborate avoidance structures will be regarded as a serious breach of these provisions and dealt with accordingly. For further guidance see Section 34.4.6 and 34.8 of SOPC4.

47 If there are particular institutions which for particular reasons do not come within the other heads of Qualifying Bank Transaction, bidders may propose to the Authority that such institutions be included as Qualifying Institutions. In the light of the broad drafting of the other provisions in the definition of Qualifying Bank Transaction, the Authority would expect any such proposal to be specific and limited. Broad group definitions will not be entertained.

48 This is assumed to be covered under fixed price arrangements and so not subject to variation.

49 To the extent that the Authority elects to take out this or other ancillary insurances.

50 Only relevant where employees transfer under TUPE.

51 Where a Site is known to be in a region of archaeological or historic interest and it may be difficult for the Building Contractor to accept flow down of the risk on a cost effective basis then Authorities should consider whether the discovery of fossils and antiquities should be a Relief Event

52 It is vital that the Authority's advisers satisfy themselves as to the appropriateness of the senior finance terms (especially any possibly unusual fees or indemnities) in the light of this potential liability. If the Authority is not so satisfied, it should either ask the senior lenders to revise their terms or alternatively restrict the Authority's exposure under sub-clause (d) of Permitted Borrowings above to those fees which it is willing to pay on a relevant termination.

53 List any debentures, share mortgages and other documents evidencing or creating any security over any asset of the Contractor or over any shares in the capital of the Contractor to secure the Contractor's obligations to a finance party under any finance document.

54 These are all the documents relating to Senior Debt including, credit agreement, interest rate, hedging agreement and security documents or where appropriate hard documentation.

55 On signature of the Contract, the Authority has an assumed exposure to termination liabilities (based on the financing structure in place at financial close); the Authority should therefore have the right to approve any amendments to its termination liability (see Section 54 (Changes to Financing Agreements)). If the Contractor makes changes to the Senior Financing Agreements which have not been approved by the Authority for the purposes of clause 54.2 they will be disregarded for the purposes of calculating termination sums unless they qualify as Additional Permitted Borrowing.

56 This definition will only be required where Initial Services will be provided under the Agreement.

57 For further guidance, see Sections 21.1.3.7, 21.2.2 and 22.3 of SoPC4.

58 Whether or not this definition is required will depend upon the property structure that is adopted.

59 These are the debt financing documents signed at Financial Close, through which the early investors will often invest "equity" in the Project in the form of subordinated debt.

60 This is the nominal post-tax (i.e., post-tax with respect to the Contractor, pre-tax with respect to the shareholder in the Contractor) Equity IRR set out in the Base Case, which excludes the effects of any anticipated refinancing.

61 Relevant only where employees transfer under TUPE.

62 See footnote 122.

63 See footnote 122.

64 The effect of this provision should not be to give the Contractor protection against charges in terms of insurance or levels of deductibles, but to only give protection, if the cost of insurance (on any terms) is at such a level that the market is not generally insuring against that risk.

65 To the extent relevant, the wider risk transfer market (rather than just the insurance market) should be referred to. Insurance advice should be taken on this. Reference to any geographically narrower market, such as the European market, will not be acceptable.

66 This approach is preferable to one dealing with the extent to which prices of premiums have increased.

67 In projects where the Contractor retains end user risk, the Authority should consider whether it should give the Contractor protection in relation to increases in insurance premiums (i.e. paragraph (b) of the definition of Uninsurable can be deleted) as the Contractor can manage such increases by increasing the price that the end user pays for the Services to reflect any increase in insurance premiums for the Project.