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1 In this Schedule, unless the context otherwise requires, the following words and expressions shall have the following meanings:
"Accommodation"
the station, training centres, head quarter buildings, technical centres and other ancillary buildings
"Annual Target Date"
the target date for undertaking the testing of a key performance indicator that is defined as requiring an Annual Test;
"Annual Unitary Charge"
the annual amount as stated in the Schedule of Charges for the year in question, as amended from time to time through the implementation of Authority Change or the Benchmarking Exercise;
"Annual Utilities Adjustment"
the annual utilities adjustment to be made (if any) pursuant to paragraph 9.4 of this Schedule 6;
"Area"
any part of any Accommodation 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 Sheets"
the data sheets relating to each Area within a relevant Accommodation;
"Area Failure Deduction"
the area rate as set out in Part XIII1 of this Schedule 6 and adjusted in accordance with this Agreement;
"Authority Service Performance Shortfall Notice"
a notice given in accordance with paragraph 4.2.1;
"Authority Unavailability Notice"
a notice given in accordance with paragraph 3.2.1;
"Available"
any Area which is not Unavailable and "Availability" will be construed accordingly;
"Availability Criteria"
minimum requirements to be met by the Contractor under this Agreement so as to ensure that an Area is Available, as detailed in Part X of this Schedule, together with any such criteria specific to an Area which shall be identified on the Area Data Sheet for that Area;
"Availability Date"
the Services Availability Date;
"Base Annual Fixed Element"
the element of the Annual Unitary Charge in percentage terms, other than the Base Annual Variable Element that is not subjected to indexation;
"Base Annual Variable Element"
the element of the Annual Unitary Charge initially set at 30% that is subject to indexation to be adjusted from time to time pursuant to the terms of this Agreement;
"Base Date"
the fixed date in the financial model at which the base Unitary Charge is stated in real terms and from which point indexation applies on the anniversary of the Base Date for the term of the contract;
"Consequential Unavailability"
Unavailability in respect of an Area which is Consequentially Unavailable;
"Consumption Target"
has the meaning given to it in paragraphs 9.6 to 9.12 of Schedule 6;
"Consumption Target Adjustment"
the annual consumption target adjustment to be made (if any) pursuant to paragraph 9.13 to 9.15 of Schedule 6;
"Contractor Unavailability Notice"
a notice given by the Contractor to the Helpdesk under paragraph 3.2.2 of this Schedule 6;
"Contractor Service Performance Shortfall Notice"
a notice given by the Contractor to the Helpdesk under paragraph 4.2.1 of this Schedule 6;
"Deduction Period"
the period during which Unavailability or a Service Performance Shortfall occurs pursuant to this Schedule 6;
"Deductions"
any or all (as the case may be) of Unavailability Deductions and Service Failure Deductions;
"Deduction Threshold"
has the meaning given to it in paragraph 5.2.1 of this Schedule 6;
"Deductions Deposit"
has the meaning given to it in paragraph 2.6.1 of this Schedule 6;
"Default Interest Rate"
this is equal to the Bank of England Base Rate plus a margin of [2%];
"Direct Unavailability"
has the meaning given to it in paragraph 3.2.3 of this Schedule 6;
"External Area"
those external areas identified in the Area Data Sheets;
"Hard FM Services"
means services provided by the Contractor pursuant to this Agreement that include some or all of building maintenance, mechanical services, electrical services, fixtures and fittings maintenance and renewal, energy management;
"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;
"Helpdesk"
the helpdesk to be provided by the Contractor in accordance with Part 2 of the Services Specification;
"High Impact KPI"
means a key performance indicator that has been identified in the Services Specification has being High Impact on account of there being a significant degradation of operational capability as a result of Service Performance Shortfall;
"Initial Phase"
means in relation to any accommodation, the period from and including the Services Availability Date for a period of three years;
"Logged Failure Time"
the time at which Unavailability or a Service Performance Shortfall (as the case may be) was notified to the Helpdesk in accordance with paragraphs 3.2.3 or 4.2.4 of this Schedule 6 as appropriate;
"Logged Rectification Time"
the time at which the temporary or permanent remedy of any Unavailability was notified to the Helpdesk in accordance with paragraph 3.2.16 of this Schedule 6, or the remedy of a Service Performance Shortfall was effected in accordance with paragraph 4.2.9 of this Schedule 6;
"Monthly Unitary Charge"
means the Annual Unitary Charge as stated in the Schedule of Charges relevant to the year in which the Payment Period falls, part of which is indexed to current prices in accordance with Project Agreement and divided by 12.
"Monthly Unitary Payment"
the monthly payment calculated in accordance with paragraph 2.1.2 of this Schedule 6;
"Monthly Utilities Payment" or "MUP"
the monthly utilities payment calculated in accordance with paragraph 9.3 of this Schedule 6 and forming part of the Monthly Unitary Payment;
"Operational Day"
means a day on which or such other period as is agreed during which the accommodation is required for operational use;2
"Pass Through Costs" or "PCT"
means payments made by the Contractor in relation to the accommodation that are not recovered through the Monthly Unitary Payment or the Monthly Utilities Payment and which the Authority has agreed to reimburse on a pass through basis including but not limited to:
(i) Council tax rates levied in respect of the Accommodations;
(ii) telecoms (save to the extent attributable to the use of the telecoms by the Contractor or a Contractor Related Party);3
"Payment Period"
means each month during the Contract Period;
"Performance Deduction Points"
has the meaning given to it in paragraph 4.4.1 of this Schedule 6;
"Performance Deduction Point Value "
is £3 for each Performance Deduction Point awarded to the Contractor;]
"Performance Standard"
minimum standards of service provision relating to each Specific Requirement as set out in the Services Specification;
"Permanent Rectification"
rectification measures taken by the Contractor to remedy, as appropriate, either a breach or breaches of the Availability Criteria in respect of an Area(s) such that, following rectification, the affected Area(s) meet(s) all relevant Availability Criteria, or a Service Performance Shortfall so that the relevant Service is performed to the relevant Performance Standards;
"Permanent Rectification Period"
(i) the period set out in Part XIV4 to this Schedule 6, which elapses from the relevant Logged Failure Time and during which the Contractor must rectify fully Unavailability in order to avoid incurring an Area Failure Deduction; or
(ii) the period set out in Part XV5 to this Schedule 6, which elapses from the relevant Logged Failure Time and during which the Contractor must rectify fully a Service Performance Shortfall in order to avoid incurring a Service Performance Deduction;
"Principal Function"
use as a station or fire and rescue services station;
"Ratchet"
the multiple applied to the Unavailability Deduction, Unavailable but Used Deduction or Service Performance Deduction in accordance with paragraphs 5.1 and 5.2 of this Schedule 6;
"Rectification Period"
a Temporary Rectification Period or a Permanent Rectification Period as appropriate;
"Rectification Priority Category"
the categories set out in Part XV of this Schedule 6 describing the Rectification Periods to be established for any Service Performance Shortfall in accordance with paragraph 4.2;
"Relocation Date"
the date and time, notified by the Contractor to the Authority in accordance with paragraph 3.6.1, on which it is intended by the parties that the Authority may resume occupation of the Area or Areas for which any Temporary Alternative Accommodation is a replacement;
"Relocation Plan"
a plan, in relation to Temporary Alternative Accommodation, provided by the Contractor to the Authority in accordance with paragraphs 3.6.1;
"Repetition Deduction"
has the meaning given to it in paragraph 5.1.1 of this Schedule 6;
"RPI" means the Retail Price Index all items excluding mortgage interest payments as provided monthly by the Office for National Statistics, Consumer Prices and General Inflation Division;
"Schedule of Charges"
means the table of charges relating to the accommodation set out in Schedule [X];
"Service Failure Deduction"
the financial deduction specified in Part XVI7 of this Schedule 6 and adjusted in accordance with this Agreement;
"Service Performance Deduction" or "SPD"
the deduction (if any) made to the Monthly Unitary Charge as a result of Service Performance Shortfalls in accordance with Part IV of this Schedule 6 (including, for the avoidance of doubt, any Ratchet incurred pursuant to paragraph 5.2 of this Schedule 6);
"Service Performance Shortfall"
a failure of the Contractor to provide a Service in accordance with the Performance Standards relating to a relevant Service Requirement which includes any of the Specific Requirements relating to the relevant Service Requirement;
"Service Performance Shortfall Notice"
means the notice provided to the Helpdesk either verbally or in writing by the Authority or the Contractor of a Service Performance Shortfall;
"Service Requirement"
the services required to be provided by the Contractor to the Authority under this Agreement as set out in the Services Specification;
"Soft FM Services"
means services provided by the Contractor pursuant to this Agreement that include some or all of caretaking, porterage, janitorial, site supervisory, site security, health and safety, pest control, cleaning and waste management, grounds maintenance, catering, window cleaning, furniture maintenance and renewal and contract management;
"Specific Requirement"
the specific requirements relating to each Service Requirement as set out in the Services Specification;
"Standing Charge Adjustment"
means the annual standing charge adjustment to be made (if any) pursuant to paragraph 9.16 of this Schedule 6
"Temporary Alternative Accommodation"
Temporary Alternative Accommodation offered by the Contractor to the Authority in accordance with paragraph 3.6 of this Schedule 6;
"Temporary Rectification"
rectification measures taken by the Contractor which ensure that the affected Area(s) can continue to be used without risk to the health and safety of users do not secure Permanent Rectification;
"Temporary Rectification Period"
the period from the relevant Logged Failure Time as agreed based on Part XIV of this Schedule 6 (as appropriate) within which the Contractor must effect a Temporary Rectification to the Unavailability in order to avoid incurring an Area Failure Deduction, or to the Service Performance Shortfall in order to avoid incurring a Service Performance Deduction, till such time as Permanent Rectification is carried out;
"Third Party Revenue"
means any income earned by the Contractor from third parties pursuant to this Agreement that is required to be shared with or paid over in full to the Authority in accordance with the terms of this Agreement;
"Total Availability Weighting"
has the meaning given to it in paragraph 3.5.3 of this Schedule 6;
"Total Deductions"
the sum of all Unavailability Deductions and Service Failure Deductions;
"Unavailability Criterion"
the criteria set out in Part X which if satisfied deems an Area at any Station to be Unavailable;
"Unavailability Deductions" or "UD"
the deductions (if any) made to the Monthly Unitary Charge as a result of Areas being Unavailable in accordance with Part III of this Schedule 6 where the Logged Rectification Time has not occurred within the relevant Rectification Period (including, for the avoidance of doubt any Ratchet incurred pursuant to paragraph 5.2 of this Schedule 6 and any Consequential Unavailability);
"Unavailability Notice"
means the notice provided to the Helpdesk either verbally or in writing by the Authority or the Contractor of Unavailability of an Area;
"Unavailability Override"
has the meaning given to it in paragraph 4.2.7 of this Schedule 6;
"Unavailable"
any Area which does not meet all applicable Availability Criteria [or any Area which is Consequentially Unavailable], or is otherwise deemed to be Unavailable in accordance with the terms of this Schedule 6, and "Unavailability" shall be construed accordingly;
"Unavailable but Used"
an Area which is Unavailable but used in accordance with paragraph 3.5.2;
"Utility"
means any of gas, electricity and water supplies (including foul water and surface drainage services) or such other utility provided at the accommodation, and "Utilities" will be construed accordingly;
"Utility Period"
a period of one Contract Year, or such other period in the case of:
(a) the Initial Phase;
(b) the period immediately following the Initial Phase, which shall be the period referred to in paragraph 8.3.2 of this Schedule 6 to which the second Annual Utilities Services Consumption Target will apply; and
(c) a Best Value Change in Law;
(d) a General Change in Law which comes into effect during the Service Period and which involves Capital Expenditure;
"Utility Service Cost"
means in respect of any Utility the cost per unit of consumption of that Utility;
"Utility Service Cost Adjustment"
means the annual utility service cost adjustment to be made (if any) pursuant to paragraph 9.5 of this Schedule 6;
"Weighting Factor"
means the weighting factor applied to an Area as indicated in the Services Specification for that Area, for the purposes of calculating the Unavailability Deduction;
"Zone"
means a specified number of coterminous Areas that together make a defined zone;
"Zone 1"
means critical Areas with the highest weighting factors when calculating the Area Rate. The sum of these Areas is referred to as Zone 1.
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3 These are examples of likely Pass Through Costs. Definition to be finalised for each Project.