Actual Unit Cost

has the meaning given in paragraph 4.4 of Part 5

Annual Plans

means

a)  the Sports and Physical Activity Development Plan.

b)  the Marketing and Communications Plan

c)  others1

Annual Utility Services Costs Estimate

means the amount calculated pursuant to paragraph 3.2 of Part 5 of this Schedule

Annual Utility Services Consumption Targets

has the meaning given to it in paragraph 2.1 of Part 5 of this Schedule

Availability Deduction

means a deduction from the Unitary Charge made in accordance with Part 3 of this Schedule as a result of an Availability Failure.

Annual Utility Adjustment

has the meaning given in paragraph 4 of Part 5

Availability Requirements

means the following:  

(a)  Access - the [outdoor pitch(es), court (s), track(s)] or any entrances, doorways, halls, lobbies, reception areas, unloading bays, corridors, lifts, staircases or other common parts of, or serving the Zone (including the access roads and/or car parks) are open accessible and free from any obstruction or physical destruction or deterioration so that the Zone can be used for its properly Designated Function and/or can be accessed; or

(b)  Condition - the Zone is weather-tight, has structurally sound building fabric and materials, with fixtures and fittings as set out in the Zone Data Sheets;

(c)  Legislation - access to, occupation or use of the Zone by Users is in accordance with all relevant Legislation and Guidance;

(d)  Water (hot and cold installations) - the Zone has safe and continuous supplies of hot and cold water (for both washing and drinking) as required by, and as set out in, the relevant Zone Data Sheet and the Services Specification;

(e)  Drainage – the Zone has sewerage and drainage systems which meet requirements set out in the Services Specification;

(f)  Ventilation - air changes within the Zone are provided to the required air flow rates and extract rates set out in the relevant Zone Data Sheet;

(g)  Temperature Levels - internal temperature levels within the Zone are in compliance with the levels specified in the relevant Zone Data Sheet;

(h)  Lighting - lighting in the Zone is of the type and lux levels set out in the relevant Zone Data Sheet;

(i)  Pool Water Quality - water in the [Main Pool and] [Learner Pool] is of the quality, clarity and temperature specified in the relevant Zone Data Sheet [and the Services Specification];

(j)  Sports Equipment – the Zone has operational Sports Equipment of the quantity and type specified in the relevant Zone Data Sheets or as required for a Sports Activity programmed to take place in that Zone;

(k)  Equipment – the Zone has Equipment of the standard specified in the Services Specification as is required for the Designated Function of the Zone;

(l)  Sport Activity Programming - the relevant Sports Activity can take place in the Zone at  the time set out in the Sports and Physical Activity Development Programme;

(m)  [Key Staffing - the appropriately qualified Staff are provided in the [Swimming] Zone in accordance with the Zone Data Sheets and the Services Specification;]

(n)  Opening Hours - the Zone is available for its Designated Function during the Opening Hours.

Availability Failure

means a Failure Event which, subject to paragraph 3.1 of Part 2, arises due to non satisfaction of one or more of the Availability Requirements:

Available

means in relation to a Zone that such Zone is in a state or condition which satisfies each of the Availability Requirements and Availability shall be construed accordingly;

Balancing Level

means the balancing level applicable to a Zone (if any) as shown in the Zone Data Sheets;

Bedding-In Period

means the period commencing on the Services Availability Date and expiring at midnight six (6) calendar months after such date;

Containment

means taking all necessary actions:

a)  to make the Zone safe so that no individuals are in danger; and

b)  preventing the Event from affecting other Zones; and

c)  preventing unauthorised access to use of the affected Zone,

and "Contain" shall be construed accordingly;

Containment Time

means the time period referred to at the third column of the Table A at paragraph 2.3 of Part 2 within which Containment of the relevant Event shall be completed, as calculated from the Notification Time;

Contract Day

means a period commencing at the time the Facility is opened to the public and ending at the time the opened Facility is closed to the public, such period being no less than the Minimum Opening Hours;

Contract Month

means any calendar month (or pro rata for a part month) in a Contract Year;

Deduction

means an Unavailability Deduction or a Performance Deduction, as applicable;

Designated Function

means the function of each Zone as shown in the Zone Data Sheets

[Duty Manager

has the meaning given to it in Part B of the Services Specification.]

Equipment

means fixed or loose equipment where the Contractor has the responsibility for maintenance and/or replacement of the equipment during the Contract Period;

Event

means an incident or state of affairs which does not meet or comply with a Performance Standard and/or a Availability Requirement (as appropriate) but which has not become a Failure Event;  

Event Category

means the category of Event, being A, B or C (as appropriate) set out in Table B at paragraph 3.2 of Part 2 of this Schedule;

Event Category Deduction Percentage

means those percentages set out in Column 3 of Table B at paragraph 3.2 of Part 2 of this Schedule as may apply to an Event;

Excusing Cause

means one of the following:

a)  the carrying out of Programmed Maintenance in accordance with the relevant Schedule of Programmed Maintenance which has been approved or not commented on by the Authority under the Review Procedure;

b)  a breach by the Authority or any express provision of Authority Related Party, of this Agreement;

c)  the carrying out and putting into effect of an Authority Change and/or a Change resulting from Qualifying Change in Law;

d)  failure by an external Quest accreditor to either:

i.  assess the Facility within three (3) months of an initial application;

ii.  award accreditation within one (1) month of assessment where such assessment was subsequently determined to be successful;

iii.  reassess the Leisure Facility within three (3) months of a reapplication, following a failed assessment where the Quest score is between fifty five percent (55%) and fifty nine percent (59%) if, following assessment, the Contractor  successfully achieves Quest accreditation and provided that the Contractor is able to demonstrate that the delay was entirely the fault of the Quest accreditor;

e)  where the outdoor court(s)/ tracks(s)/ pitch(es) are not used due to the presence of flood, snow or frost at the time of its intended use, provided that the outdoor court(s)/ track(s)/ pitch(es) cannot be used for health and safety reasons and provide the Contractor has taken appropriate measures to mitigate the affects of flooding or adverse weather

Unless any of the events listed (a) to (f) inclusive arises (directly on indirectly) as a result of any acts, omissions, negligence or wilful misconduct of the Contractor or any of Contractor Related Party and provided that the Contractor has used all reasonable endeavours to mitigate the consequences of an Excusing Cause.

Failure Event

means (subject to paragraph 3.1 of Part 2 of this Schedule) an Availability Failure or a Performance Failure (as appropriate);

Help Desk

shall have the meaning given to it in Part B of the Services Specification;

High Priority Level

refers to the priority level of "High" in the first column in the table at paragraph 2.3 of Part 2 of this Schedule as described in the second column in such table;

Indexed Element

means that part of the Unitary Charge, initially set at [£   ]2 , per annum that is subject to indexation to be adjusted from time to time pursuant to the terms of this Agreement;

Indexation Base Month

means [April][2007]3

Indexation Review Date

means 1st April 12 months immediately following the Indexation Base Month, and every 1 April thereafter

Initial Period

means the period of [♦] Contract Years;

Low Priority Level

refers to the priority level of "Low" in the first column in Table A at paragraph 2.3 of Part 2 of this Schedule as described in the second column in such table;

Marketing and Communications Plan

has the meaning given to it in the Leisure Services Specification

Medium Priority Level

refers to the priority level of "Medium" in the first column in the table at paragraph 2.3 of Part 2 of this Schedule as described in the second column in such table;

Minimum Opening Hours

has the meaning set out in the Part B of the Services Specification;

Monthly Unitary Charge or MUC

means the amount calculated by the formula set out at paragraph 3 of Part 1;

Monthly Unitary Payment or MUP

means the amount calculated by the formula set out at paragraph 2 of Part 1 of this Schedule;

Monthly Utility Services Payment

means the amount calculated in accordance with paragraph 3.2 of Part 5 of this Schedule  

Multiplier

means [2]

Non-Zone Performance Standards

[means those Performance Standards set out in Appendix 3 to this Schedule and marked with an asterisk in Appendix 1 to each Part of the Services Specification]

Notification Time

means the time on event is deemed to be reported to the Helpdesk in accordance with the provisions of paragraph 1.1 of Part 2 of this Schedule;

Opening Hours

has the meaning given to it in the Leisure Services Specification;

Original Rectified Event

has the meaning given to it in paragraph 7.1 of Part 2 of this Schedule;

Original Zone

means a Zone specified in column 1 of the Table set out in Appendix 5 of this Schedule;

Originating Zone

means a Zone which is Unavailable and whose Designated Function is linked to other Related Zones;

Operational Period

means either the

a)  period commencing on the opening of the [relevant Zone] [Facility] to the public and ending at 14.00 on the same Contract Day;  or

b)  the period commencing at 14.00 and ending on the closing of the [relevant Zone] [Facility] to the public[, such period being no less than half the relevant Contract Day];

Pass Through Costs

means [    ]4

Performance Deduction

means a deduction from the Unitary Charge made in accordance with this Schedule, as a result of a Performance Failure.

Performance Failure

means:

a)  failure to achieve [subject to paragraph 3.1 of Part 2] one or more of the Zone Standards which either has no Containment Time and/or Rectification Time or which has a Containment Time or Rectification Time but has not been Contained in the Containment Time and/or Rectified within the Rectification Time; or

b)  failure to achieve one or more of the Non-Zone Performance Standards;

Performance Monitoring Report

means the monthly report compiled by the Contractor which includes the information set out in Appendix 6 in relation to the previous Contract Month.

Performance Standards

means the Zone Performance Standards and the Non-Zone Performance Standards;

Performance Standard Weighting

means the percentage figure attributable to the relevant Performance Standard for the purpose of calculating Deductions for Performance  Failures as identified in the table at Appendix 2 and Appendix 3 of this Schedule;

Priority Level

means High Priority Level, Medium Priority Level, Programmed or Low Priority Level, as appropriate;

[Programmed Maintenance

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

Quest Accreditation

means achieving a minimum score of sixty percent (60%) through external verification under Quest;

Rectification

means making good an Event or Failure Event so that the subject matter of such Event or Failure Event satisfies with the levels of service required pursuant to this Agreement and shall without prejudice to the generality of the foregoing include:

(a)   restoring all functional capability necessary to meet the Availability Requirements and the Performance Standards;

(b)   ensuring that any Zone which has been affected by the relevant Event or Failure Event complies with the Availability Requirements; and

(c)   complying with and making good in accordance with Legislation and, where in relation to a matter there is no express obligation or standard imposed on the Contractor under this Agreement;

and "Rectify" and "Rectified" shall be construed accordingly;

Rectification Notice

has the meaning given to it in paragraph 3.3 of Part 2 of this Schedule;

Rectification Time

means the time period referred to at the fourth column of Table A at paragraph 2.1 of Part 2 within which Rectification of the relevant Event must be completed, calculated from the Notification Time or subject to paragraph 5 of Part 2;

Related Zone

means a Zone set out in Column 2 of the table in Appendix 4 to this Schedule.

Replacement Zone

means a Zone set out in Column 2 of the table in Appendix 5 to this Schedule;

Rescheduled Rectification Time

has the meaning given to it at paragraph 6.2 of Part 2 of this Schedule;

RPIx

means the Retail Price Index (all Items excluding mortgage interest payments)  published by the Office for National Statistics from time to time, or failing such publications, such other index as the Parties may agree, or as may be determined in accordance with Dispute Resolution Procedure of the Agreement, most closely to resemble such index;

Sports and Physical Activity Development Plan

has the meaning given to it in Part B of the Services Specification;

Sports Equipment

means that equipment required for the Sports Activity to take place in the Zone as is set out in the Zone Date Sheets [and the Services Specification];

Subsequent Event

has the meaning given to it in paragraph 6.1 of Part 2 of this Schedule;

Total Deductions

means the sum of all Unavailability Deductions and Performance Deductions

Unavailable

means in relation to a Zone that such Zone is in a state or condition which does not comply with any one or more of the Availability Requirements and Unavailability shall be construed accordingly;

Unavailability Deduction

means the deductions for Availability Failures calculated in accordance with Part 3 of this Schedule;

Unindexed Element or UEm

means [£  ]5  per annum (being the unindexed element of the Unitary Charge for year (m) as set out in the Financial Model and adjusted from time to time pursuant to the terms of this Agreement);

Unitary Charge or UCm

means the sum in pounds sterling calculated in accordance with the provisions set out in paragraph 3 of Part 1 of this Schedule and payable by the Authority to the Contractor for the provision of the Services in accordance with this Agreement;

Users

has the meaning given to it in the Leisure Services Specification;

Utility Period

means [♦] Contract Years commencing on the expiry of the Initial Meeting

Utility Services

means natural gas, fuel oils, electricity and water supplies;

Utility Services Adjustments

means an adjustment of one or more of the Annual Utility Services Consumption Targets as agreed/pursuant or determined to paragraph 2.7 of Part 5 of this Schedule.

Zone Data Sheets

means those data sheets in respect of each Zone as provided in [Appendix 7 to this Schedule] [Part ♦ the Facilities Requirements];

Zone Performance Standards

means those Performance Standards set out in Part 2 of the Services Specification and in Appendix 2 of this Schedule;

Zone Weighting

means the percentage weighting ascribed to each Zone for the purpose of calculating Deductions to the Unitary Charge for Failure Events as set out in the second column of the table at Appendix 1.