Strategic Core

County Hall

Martineau Lane

Norwich

NR1 2DL

Minicom: (01603) 223833

Matthew Rathbone

MRa90 Draft ITN for schools (01603) 222469

5 July, 2002 (01603) 222483

matthew.rathbone.edu@norfolk.gov.uk

Headteacher and Chair of Governors of all schools

potentially within the Norfolk Schools PFI Project

Dear Colleague

Norfolk Schools PFI Project

As confirmed in the June newsletter Cabinet agreed a short-list of 2 PFI consortia at their meeting on 17 June. We have already issued these consortia with a draft version of the Invitation to Negotiate (ITN), which sets out the requirements for the project. A summary of the draft ITN is attached. The full version is on the web-site at www.esinet.norfolk.gov.uk/pfi

Any comments from schools on the draft ITN will be very welcome. We are also discussing the draft with the short-listed bidders to ensure that our requirements are clearly set out in the document. A final version of the ITN will be issued in late August. A complete hard copy of volumes A and B of the final ITN will be sent to each school.

Included with the summary ITN is a statement of the proposed capacity for each school, i.e. the number of pupils that the buildings must be designed for. For reorganised schools the capacity figures in the ITN are derived from the intake limits agreed by Cabinet on 20 May. For schools not affected by reorganisation the capacity figures reflect existing intake limits and pupil projections. Any school that believes the stated capacity figure for their school is not realistic should contact Matthew Rathbone before the end of this term.

The 2 short-listed bidders will wish to make a joint visit to all the schools potentially in the PFI project early next term. We will be contacting schools shortly to arrange times, but these are likely to be between 16 and 27 September for nearly all schools. Your help in agreeing visits would be greatly appreciated. The timescale for these initial visits needs to be very short in order to ensure there is sufficient time following the visits for bidders to properly develop their proposals to meet your needs.

The initial visits will essentially be for the bidders to gather information, assess the potential of the buildings and the wider site and hear your views about the needs of your school. The LEA will arrange all these visits and an LEA officer will accompany each visit. The bidders would welcome the opportunity to hear from both the headteacher and a governor representative.

Examples of the sort of information that schools should be providing bidders with are listed below. Presentation to bidders of schools’ needs has already been discussed with many schools during officer visits this term. If you would like any further guidance ahead of the bidder visits next term please let myself or Ralph Masterson (01603 223411) know as soon as possible.

Examples of information to provide to short-listed bidders at initial joint visit

Ø Changes to the building and site already planned prior to the PFI taking effect, e.g. plans funded through formula capital, seed challenge etc. This will ensure that bidders’ proposals for your school are consistent with your existing planned developments. If schools would like to discuss whether it is appropriate to proceed with a potential capital scheme in advance of the PFI project please let me know.

Ø Your vision for the way you want the school to operate in future. This should be described to the bidders in terms of outputs not inputs, i.e. tell them how you would like the school to operate rather than prescribing a particular layout. A few examples of the type of information you might want to give the bidders would be:

- whether you want discrete areas of the school for different age groups;

- whether you want ICT provision in a separate room or integrated into classrooms;

- the balance you wish between central and classroom storage; and

- the type and extent of community use you would like to see of the school.

We have asked both short-listed bidders to give us a checklist of the type of information that they would wish to get from the initial joint visits. Some of this will be factual information about the school that could be obtained just from walking round. I will write to you again if bidders would expect any additional types of information to those listed above that would require you to prepare in advance.

Following the initial joint visit it is likely that both bidders would wish to visit your school individually to discuss in outline what might be possible for you. For more complex projects bidders are likely to wish to visit you on their own more than once during the Autumn term. These visits will help to ensure that the proposals the bidders eventually put forward are meeting your needs as well as possible within the constraints of the funding available. The intention is that these individual visits will all also be arranged via the LEA, but an officer would not necessarily be present for all the visits. However, an officer will be present whenever you wish. Schools may also ask for a separate officer visit to the school or the governing body to explain how the process is developing and the best way for schools to react to this.

We are currently discussing with the short-listed bidders when the deadline for submitting responses to the ITN should be. The indicative timetable suggested responses by 19 December, but this may be delayed if there is clear evidence that a longer period would improve the quality of the eventual bids. The final deadline agreed will not be beyond the end of February. We realise that this uncertainty over timing makes it very difficult for schools to arrange meetings in advance to evaluate the bid and we will let you know the agreed deadline for ITN submission as soon as possible.

Let me know if you would like any further information.

Yours sincerely

Matthew Rathbone

Education PFI Project Manager

NORFOLK SCHOOLS PFI PROJECT – INVITATION TO NEGOTIATE

The LEA issues the Invitation to Negotiate (ITN) to short-listed bidders. The ITN explains the requirements and priorities relating to the PFI project and states what information is required from bidders in their bids.

The ITN is initially issued as a draft document to allow bidders the opportunity to clarify requirements and make comments. Shown below is a summary of the draft ITN. A hard copy summary of the final ITN will also be sent to schools. The revised summary will clearly explain differences from the initial draft.

The full versions of the ITN are all on the public web-site at:

www.esinet.norfolk.gov.uk/pfi

The draft ITN has three sections:

Volume A – project information and instruction to bidders

Volume B – detailed bid requirements

Volume C – contract (based on the standardised contract produced by the DFES)

SUMMARY OF VOLUME A (full document is 39 pages)

DISCLAIMER, CONFIDENTIALITY AND RELATED MATTERS

Requirement on bidders to keep information supplied by the Authority confidential; statement that the LEA does not warrant information supplied, i.e. bidders must make their own assessment of the information they need to enter into a contract.

A1 EXECUTIVE SUMMARY

A2 BACKGROUND AND PURPOSE OF PROJECT

General information about Norfolk, the strategic objectives of the LEA and the development of the PFI project.

A3 CONSULTATION

Requirement for the bidders to undertake consultations with stakeholders – in particular schools, affected staff and unions.

A4 REGULATORY ENVIRONMENT

Statement of the government guidance and legislation that affects this project.

A5 OUTPUT SPECIFICATION

Overview of services included in the project and funding available to pay for these. Requirement to submit a reference bid to meet full specification and opportunity to submit up to two variant bids where these may provide better value for money for the Authority. Requirement to state what role in the future delivery of the project will be played by existing contractors, e.g. NCS and NPS.

A6 COMMERCIAL FRAMEWORK

Summary of the payment mechanism, e.g. arrangements for payment, deductions for unavailable accommodation and/or poor services, uplift for inflation each year, Best Value. Summary of risks transferred to the contractor and retained by the LEA. Summary of property issues relating to different types of schools – community, foundation and voluntary.

A7 PROJECT TIMETABLE AND ADMINISTRATIVE INFORMATION

Indicative timetable for the project as a whole. Arrangements for clarifying ITN requirements, for returning bids in response to the ITN and for clarifying these bids.

A8 THE BIDDING PROCESS

Outline of bidding process and how this conforms to European procurement rules. Requirements relating to structure and content of bids. Confirmation of information available from the LEA to assist bidders.

A9 THE EVALUATION OF BIDS

Outline of the criteria and process that will be used to evaluate bids received.

SUMMARY OF VOLUME B - DETAILED BID REQUIREMENTS (full document 191 pages)

B1 STATEMENT OF REQUIREMENT

Includes general information on what is included in Volume B.

B2 OUTPUT SPECIFICATION

Includes requirements on the delivery of each element of the project, e.g. building design, environmental standards (lighting, heating etc), cleaning and maintenance. ICT is included here, although it is clearly noted that bidders are not required to submit proposals for ICT.

The section includes guidance on what needs to be included in bids - for instance noting where service requirements are mandatory.

Also covers speed of response required to any problems - more significant problems require a quicker response, e.g. immediate health & safety concerns must be addressed within 1 hour. Bidders must state how they will achieve cover 24 hours a day and record action taken.

B3 PROVISION OF FINANCIAL & COMMERCIAL INFORMATION IN BID RETURN

Requires bidders to submit a detailed financial model to support all their other proposals, i.e. we can judge whether stated intentions for buildings and future delivery of services are practical within the proposed financial framework. The model will show not only their costs, but also income (principally the unitary charge) so that expected profit is disclosed. The bidders are told how to treat issues such as inflation, interest rates and taxation in order to ensure that proposals of different bidders are comparable; the Authority will require sensitivity analyses showing what the effect on the project would be of variations in such rates.

Bidders must disclose their funding structure showing sources of equity and debt to finance the project. We will assess whether the proposed funding structure is robust and consistent with the consortium structure.

APPENDICEES

1 - Schedule of Participating Schools (reproduced in full below)

2 - Key Design Output Objectives

Gives much greater detail on design requirements than given in section B2.

3 - Architectural Information Required

Describes the architectural information required for all schools - covering design, costs, lifecycle proposals, temporary accommodation during building works, environmental proposals etc. Also describes the enhanced level of information required for a sample of 8 schools - this will include a more developed design than for other schools, e.g. through provision of elevations and sections.

4 - Overall Output Specification Requirements

This summarises the information about output specification targets given in B2 for each service element. All the requirements in this Appendix will be measurable and payment deductions will be made if requirements are not met throughout the contract period.

5 - Evaluation Criteria

Detailed evaluation criteria and weightings showing how much of the total scoring for the project derives from any particular criterion.

6 - Risk Allocation Schedule

Detailed schedule showing whether any particular future risk is expected to be transferred to the contractor, retained by the LEA, or shared.

7 - Public Sector Comparator

This is the detailed financial model showing what the cost of the project would be if funding were available through a traditional route. Publishing this information makes it clear to the contractor what we can afford.

8 - Schedules of Mandatory Inspections

Requirements for testing of building services, plant and equipment. These are mainly drawn from statutory requirements, although they go beyond these in certain cases.

9 - Detailed TUPE Employee Information

Lists all the posts that may be affected by the project and outlines the commitments that would have to be undertaken by the bidder in maintaining staff terms and conditions as part of the TUPE legislation.

10 - Reference Documents

Lists of documents that may be relevant to this project, e.g. DfES building bulletins, health & safety legislation, British Standards etc.

11 - Confidentiality Agreement

Detailed agreement referred to in Volume A for contractor to sign to confirm all information supplied by the Authority will be kept confidential.

12 - Tender Submission Compliance Schedule

A checklist of all bid requirements to allow both bidders and ourselves to check whether bid returns are complete.

Appendix B1 - Schedule of Participating Schools

Area of County	School year groups	Jan 2002 pupil numbers	Expected school capacity	Special Units
Great Yarmouth Area
Caister
Caister High School	7-11	649	805	LSC
Caister First School	R-2	363	315
Caister Middle School	3-6	439	420
John Grant School, Caister-on-Sea	0-13	98	95
Gorleston
Cliff Park High School	7-11	882	1025
Lynn Grove VA High, Gorleston	7-11	894	1125
Oriel High School, Gorleston	7-11	647	1000	LSC
Cliff Park First School, Gorleston	R-2	290	150
Cobholm First School	R-6	128	210 + 26 nursery
Edward Worlledge Community Middle School	3-6	260	180
Herman First School, Gorleston		190
Herman Middle School, Gorleston		232
New Primary School	R-6		420
Hillside First School, Bradwell	R-6	253	210	ALSC
Homefield VC First School, Bradwell	0-6	239	210 + 26 nursery
Hopton CE First	R-6	88	210
Peterhouse First School		193
Peterhouse Middle		243
New Primary School	0-6		420 + 26 nursery
Southtown First, Great Yarmouth	R-2	186	135	LDC
St. Mary's RC Primary School, Gorleston	R-6	198	210
Stradbroke Community First School	R-2	181	150
Waveney VC CE First School		234
Breydon VC CE Middle School		227
New Primary School	0-6		420
Woodlands Middle School, Bradwell	R-6	488	420
Wroughton Middle School	3-6	464	420	LSC
Great Yarmouth Town
Great Yarmouth VA High School	7-11	779	995
Alderman Swindell First School, Gt Yarmouth	0-2	204	180 + 26 nursery
Greenacre First & Middle, Gt Yarmouth	0-6	364	420 + 26 nursery
North Denes Middle School	3-6	272	360	LSC
Northgate St. Andrews First School, Gt Yarmouth	R-2	293	270
St. George's First & Nursery School, Gt Yarmouth	R-2	243	180 + 26 nursery
St. Nicholas Priory Middle School (CE VC)	3-6	383	360
Martham
Flegg High School	7-11	724	900	LSC
Filby First School	R-6	38	105
Hemsby First School	R-6	87	210
Martham First School & Nursery		181
West Flegg Middle Foundation School		499
New Primary School	0-6		315 + 26 nursery
Ormesby First School	R-2	205	180
Ormesby Middle School	3-6	261	240
Rollesby First and Nursery School	0-6	130	105 + 17 nursery
Winterton First School & Nursery	0-6	76	175 + 12 nursery
Area of County	School year groups	Jan 2002 pupil numbers	Expected school capacity	Special Units
Loddon Area
Hobart High School, Loddon	7-11	584	750
Alpington & Bergh Apton CE VA Primary School	R-6	120	119
Ditchingham CE Primary School	R-6	125	140
Earsham CE VA First School	R-4	74	70
Ellingham VC Primary	R-6	46	63
Gillingham, St. Michael's CE VA First School	R-4	49	66
Glebeland Community Primary School, Toftmonks	R-6	73	105
Loddon First School	R-2	234	180 + 26 nursery
Loddon Middle School	3-6	292	240
Seething and Mundham Primary School	R-6	74	77
Thurlton First School	R-6	77	105
Thurton Primary School	R-6	93	91
Woodton Primary School	R-6	34	50
Long Stratton Area
Long Stratton High School	7-11	618	750
Aslacton Primary School	R-6	95	105
Forncett St. Peter CE VA Primary	R-6	67	70
Hapton CE VC Primary School	R-6	31	49
Hempnall School	R-6	66	140
Manor Field First & Nursery School, Long Stratton	0-2	213	180 + 26 nursery
Newton Flotman CE Primary	R-6	84	105
Preston CE VC Primary School	R-6	109	119
Saxlingham Nethergate CE VC Primary School	R-6	56	77
Shelton with Hardwick Community School	R-6	33	50
St. Mary's VC Middle School, Long Stratton	3-6	294	240
Stalham Area
Stalham High School	7-11	495	700
Catfield VC CE First School	R-6	32	77
East Ruston Area Community School	R-6	53	119
Happisburgh CE First	R-6	44	70
Hickling First School	R-2	39	30
Ludham First School	R-6	52	105
Stalham Community First	R-2	103	90
Sutton CE First School	R-2	74	60
Swaffham Area
Hamond’s High School	7-13	579	1050 + 200 6^th form
Castle Acre CE VC First	R-6	39	77
Marham Airfield First School	R-2	197	180
Marham Middle	3-6	173	240
Narborough CE VC First School	R-6	71	105
Necton CE First School		104
Necton VC Middle School		153
New Primary School	R-6		210
North Pickenham, St. Andrew's CE VC 1st School	R-6	34	70
Sporle VC First School	R-6	49	105
Swaffham First and Nursery School	0-2	239	180 + 26 nursery
Swaffham, South Greenhoe VC CE Middle School	3-6	368	240

Notes:

1) Special units listed are as follows:-

LSC = Learning Support Centre (12 pupils in addition to the stated capacity)

LDC = Language Development Centre (8 pupils in addition to the stated capacity)

ALSC = Assessment & Learning Support Centre (12 pupils in addition to the stated capacity)

2) The capacities shown in the table reflect the decision of the County Council Cabinet on 20 May 2002 about school reorganisation. Discussions are continuing with some schools about possible variations to intake limits that could affect the required capacities. In a very few cases it is possible that changes could also be made to whether an all-through Primary or separate Infant and Junior schools are established. These discussions will all be finished before the end of July 2002 and any agreed changes will be incorporated in the final version of the Invitation to Negotiate

SUMMARY OF VOLUME C – PROJECT AGREEMENT (full document 173 pages)

The DfES have produced a standard Project Agreement (contract) for schools PFI projects. This will form the basis for our contract and is summarised below.

Our legal advisers, Eversheds, have suggested some detailed changes to the standard contract. All changes are subject to DfES agreement, but the suggested changes are mainly just to tighten up the legal wording and make the contract specific to our particular project. The only suggested change that would affect the summary below relates to Clause 62 where an additional section has been added for a Fast Track Dispute Resolution Procedure. This would allow, if both parties agree, any expert to adjudicate a dispute. The expert’s decision would be binding on both parties with no recourse to a second stage of arbitration.

Clause	Included in clause
Part 1 - Preliminary
1 Definitions And Interpretation	Definition of terms used in the document. Guidance on interpreting meaning.
2 Exclusion Of Legislation	Specifically excludes certain Acts of Parliament that are not expected to apply to PFI contracts.
3 Commencement And Duration	Date contract starts and finishes.
4 Conditions Precedent	Contract may be signed on understanding that certain actions, listed in Schedule 1, will be taken (by either party). If these are not taken contract will end.
5 General Warranties And Indemnities	Confirmation by contractor that they have the legal right to make a contract and the ability to deliver it.
6 Background Information	Authority is not liable for any inaccuracies in the data supplied, except where a warranty is specifically given.
7 Project Documents	Contractor is bound both by the main Project Agreement and Ancillary Documents, e.g. Construction Programme, Maintenance Plan etc. Contractor is generally free to amend their Funding agreement, but must comply with requirements of Schedule 16 on Refinancing.
Part 2 – Land Issues
8 Nature Of Land Interests	Authority will give lease for each school to Contractor and Contractor will give sub-lease back to Authority {done for tax reasons}. Leases do not give any right to title or allow actions prohibited by Title Deeds.
Part 3 – Transitional Arrangements
9 Interim Services	Contractor to provide services in the period before capital upgrade complete.
10 The Works	Contractor to use appropriate and safe procedures to complete work for each school. Work to be completed by agreed date.
11 Construction Programme	Contractor and Authority agree to follow programme for works in order to minimise disruption to schools.
12 Representatives	Contractor and Authority to nominate representatives with full authority to act on their behalf.
13 Site Meetings	Contractor to invite Authority representatives to all site meetings and send copy of minutes to Authority.
14 Collateral Warranties	All sub-contractors or members of PFI contractors’ Professional Team to provide a warranty to the Authority.
15 Design Development	Contractor to do designs; Authority to approve designs. If designs do not fulfil agreed contract requirements contractor to amend these at own expense.
16 Changes To The Contractor's Proposals	Contractor may not propose any changes that would delay programme or increase costs. Other changes may be proposed, but subject to review procedure outlined in Schedule 9.
17 Extensions Of Time	Any expected delays in the project must be notified to Authority. Delays may be acceptable, i.e. contractor will not be charged normal penalties, if caused by a Compensation Event, Relief Event or Force Majeure Event (as defined in contract).
18 CDM Regulations	Contractor is solely responsible for fulfilling requirements of Construction (Design and Management) Regulations 1994.
19 The Sites	Contractor bears any costs associated with use of land outside school site, e.g. for access. Also bears any future costs relating to site, e.g. due to subsidence, contamination etc. Contractor is responsible for all statutory consents, planning approval etc. Authority has right to order removal of any person from any site. Contractor must immediately notify the Authority of any fossils, antiquities etc. Any such finds become Authority property.
20 Monitoring And Inspection	Authority has right to inspect sites and ask for any information about progress of work.
21 Notification Of Service Availability	Contractor to notify Authority when upgrade of each school completed. Independent Technical Adviser to inspect and require any defects to be remedied within 20 Working Days.
22 Delay And Supervening Unavailability	Contractor to pay the Authority for any delays in completing upgrades to schools. Contractor to pay for alternative accommodation as required.
Part 4 – The Services
23 Principal Obligations	Contractor will provide services in accordance with agreed specification.
24 Condition Of The Schools	Schools to be properly maintained throughout the contract. Authority has right to survey any school to check this. Planned maintenance to be done in accordance with agreed programme and outside term-time where reasonably practicable.
25 Hazardous Substances	Contractor to store substances properly and maintain statutorily required registers.
26 Emergencies	Authority may require additional services from Contractor during emergencies.
27 Performance Monitoring	Contractor to monitor its performance. Authority may do its own monitoring in addition.
28 Market Testing And Benchmarking	Agreed services subject to benchmarking. If this shows variation of more than 5% parties shall either agree an adjustment to the Unitary Charge or services shall be market tested.
29 Use Of Schools	Priority for use to be schools, then community (use by or under the control of schools outside the school day), then third party. Authority may forbid any third party use. Authority to notify required community use in advance. Contract will specify payments to be made for community use and specify how any profit from community and third party use will be allocated between Contractor and Authority.
30 TUPE	Parties agree to follow TUPE legislation where required. May be contract provisions giving protection beyond legal requirements. Contractor to give TUPE information to Authority prior to contract end.
31 Employees	Contractor not to employ any person with prior convictions, who may have access to pupils, without agreement of Authority. Authority entitled to carry out Criminal Records Bureau checks on any prospective employee at Contractor’s cost. Only named staff to have access to school sites. Authority has right to refuse admission to a site without the need for a reason. Site staff to comply with school rules.
32 Operating Manual	Contractor to maintain manual showing how services should be delivered.
Part 5 - Payment
33 Payment Provisions	Arrangements and timing for payment of invoices. Provisions for disputes.
34 Indexation	Unitary Charge to be adjusted each year for inflation.
35 Best Value	Contractor to secure continuous improvement in its services during the contract. Contractor to support Authority in preparing Best Value Performance Plans, undertaking reviews etc. Contractor to undertake Customer Satisfaction Surveys. Contractor to submit annual reports to Authority. Authority can serve Best Value Service Change Notice. Change may result in Unitary Charge rising or falling – calculated in accordance with section 55.
Part 6 - Termination
36 Direct Agreement	Termination provisions are subject to the Direct Agreement between Authority and lenders.
37 Termination Of This Agreement	Authority can terminate if Contractor: Ø does not do work as agreed Ø tries to abandon or change the contract Ø fails to obtain insurance Ø becomes insolvent Ø standard of services supplied is poor Contractor can terminate if Authority does not pay invoices.
38 Persistent Breach	Clause 37 allows Authority to terminate the contract for even a minor failure if this is persistent. A warning and then final notice must be given before such a termination.
39 Force Majeure	Breach of contract is allowed if caused by a Force Majeure event, e.g. civil war, terrorism or nuclear contamination. This may lead to termination of the contract.
40 Consequences Of Termination	Contractual obligations continue right up to the point of termination.
41 Surveys On Termination And Retention Fund	Authority can do survey of buildings prior to termination and recover costs of any defects from Contractor. Provision for Contractor to set up a fund to cover any maintenance failure.
42 Transition To Another Contractor	Contractor must co-operate with any transfer of responsibility to another contractor either during or at the end of the contract.
Part 7 – Compensation On Termination
43 Compensation Definitions	Definition of terms used in this part of the contract.
44 Force Majeure Compensation	Authority to repay contractor costs of debt and equity and redundancy costs.
45 Termination On Contractor Default	Authority can either retender contract using all existing terms and conditions or ask for an expert determination of contract value. If tender price received / expert determination is above zero this is paid to Contractor by Authority; if below zero this is paid by Contractor to Authority.
46 Termination On Authority Default	Authority to repay Contractor costs of debt and equity and redundancy costs together with an agreed percentage of profit for the period the contract has been running.
47 Compensation On Termination For Corrupt Gifts And Fraud	Authority to pay Contractor remaining debt.
48 Assets	Contractor to transfer its rights to all assets relating to contract to the Authority on termination.
49 Accounts Of The Contractor	Contractor to maintain accounts for inspection by Authority as agreed in contract.
50 Gross Up	If any compensation payable (except for Contractor Default) is taxable the Authority shall pay to the Contractor an additional amount to put the contractor in the same after-tax position.
51 Set-Off On Termination	Authority cannot set off other amounts due to it against compensation if this would reduce payment below outstanding level of debt.
Part 8 - General
52 Liaison With Schools	Have to follow agreed arrangements for liaison (set out in detail in Schedule 11).
53 Relief Events	Authority can’t terminate contract for delay in work if this is due to a Relief Event, e.g. fire, storm, failure by utility company, strikes etc.
54 Change In Law	Parties to agree the effect of any qualifying change in law. General principle that Authority picks up all costs relating to specific changes, i.e. those specifically affecting education. Contractor picks up future revenue costs relating to general changes; future capital costs relating to general changes are shared.
55 Variations	Authority may propose a change to the contract at any time. Parties to agree effect on contract, e.g. change in contract price, either directly or through dispute resolution.
56 Authority Step-In	Authority can take action to avoid serious risk, discharge a statutory duty, deal with an emergency or because of poor services by Contractor. If step-in occurs where Contractor is not at fault then Contractor is paid their normal Unitary Charge. If Contractor is at fault the Unitary Charge is reduced by cost of step-in to the Authority.
57 Information And Confidentiality	Parties must keep contract confidential except where: Ø they agree information is not commercially sensitive Ø information is required to meet contract obligations Ø information is already in public domain Ø information is required for dispute resolution Ø disclosure required by law or regulatory authority Ø information used for re-tendering, benchmarking or market testing Ø information given to project schools governing bodies Ø information needed for Best Value or audit examinations Ø authority complying with Code of Practice on Government Information (1994) Contractor must supply all their information to Authority.
58 Indemnities And Responsibility	Authority and Contractor give indemnities to each other for claims arising from their respective failures.
59 Insurance	Contractor must maintain agreed insurance (listed in schedule 15) with insurers approved by the Authority. Contractor must notify Authority of any claims.
60 Reinstatement	Any insurance proceeds shall be applied to reinstate damage. Authority must agree Contractor’s Reinstatement Plan.
61 Uninsurable Risks	If a risk becomes uninsurable (other than due to actions of Contractor) the requirement for insurance does not apply. Parties must meet to agree how to manage risk. If can’t agree Authority will reduce Unitary Charge by amount equal to insurance premium. If risk then occurs Authority chooses whether to pay costs or treat as Force Majeure termination of contract.
62 Dispute Resolution	If Parties fail to agree then goes to an expert adjudicator. Expert appointed on a strictly rotational basis from a panel of 3. Expert will decide matter without giving reasons and will decide how to allocate his costs. Either party may refer dispute on to arbitration. Arbitrator must give decision and reasons for this in writing and this decision is final and binding on both parties.
63 Ordering Of Goods And Services	Neither party shall incur any liabilities in the name of the other party.
64 Intellectual Property	The Contractor gives the Authority an irrevocable license to use all Project Data for educational and ancillary purposes.
65 Assignment And Sub–Contracting	Authority should not assign contract except to another government body. Contractor should not assign contract except with prior written consent of Authority. Contractor may appoint sub-contractor, but will remain directly liable for all contract obligations.
66 Corporate Structures	Authority must agree any change of control of Contractor until at least the end of the capital upgrade period.
67 Audit Access	Contractor shall co-operate with any internal or external auditor of Authority.
68 No Agency	Contract creates no partnership of Authority and Contractor.
69 Entire Agreement	This contract supersedes all prior representations and communications, except where expressly provided otherwise in the contract.
70 Notices	All notices required under this contract to be in writing.
71 Severability	If any provision of this contract is held to be unenforceable this shall not affect the validity of all other provisions.
72 Waiver	Any waivers of contract terms must be expressly stated in writing.
73 Public Relations And Publicity	Contractor must not talk to media or photograph / film schools without prior written agreement of Authority.
74 Advertisements	Contractor shall not advertise on schools without prior written permission of Authority.
75 Contractor’s Records	Contractor to maintain full financial records showing costs of different services supplied; records to be kept for at least 5 years after the end of the contract.
76 Data Protection	Contractor to comply with Data Protection Act.
77 Corrupt Gifts And Payments Of Commission	Any such prohibited acts can give rise to termination of contract. If act is by an employee acting independently or sub-contractor acting independently Contractor may end employment / sub-contract to avoid contract termination.
78 Interest On Late Payment	Interest will become due on late payments by either party.
79 Co-Operation	Contractor to co-operate with auditor or Ombudsman.
80 Local Government (Contracts) Act 1997	Authority to issue certificate under this Act confirming their capacity to enter into this contract.
81 Governing Law And Jurisdiction	Contract governed by laws of England and Wales.

Schedules to Agreement
Schedule 1 - Conditions Precedent	Sets out any conditions that must be fulfilled before contract takes effect - see section 4 of contract.
Schedule 2 Authority’s Requirements	Sets out the service specification of the Authority (covering both building requirements and ongoing service requirements).
Schedule 3 Contractor’s Proposals	Sets out the Contractor’s proposals to meet the Authority’s service specification (this will be agreed as part of the bidding process).
Schedule 4 Change In Law Authority’s Share	Section 54 sets out the principles for dealing with change in law. Although contractor’s risk for extra revenue costs from general change in law (such as increases in minimum wage) is open-ended, increased capital costs are normally shared. This schedule sets out how the Authority’s share would be calculated.
Schedule 5 Schools	List of schools in the project. May include site plans here or these may be in one of the Ancillary Documents.
Schedule 6 Service Availability Requirements	Defines when services are expected to be available.
Schedule 7 Payment Mechanism	Defines how payment is calculated. In particular covers how deductions are calculated for lack of availability of facilities or poor standard of services.
Schedule 8 Collateral Warranty	Gives the Authority a direct right of action against the Contractor in certain circumstances, e.g. to step-in (see Section 56). Authority may wish Contractor obligations in the collateral warranty to be guaranteed by its parent company.
Schedule 9 Review Procedure	Many documents produced by the Contractor will be subject to Authority review. This schedule sets out the procedures for the review. Any changes proposed by the Contractor would need to go through the review procedure (see section 16).
Schedule 10 Prohibited Materials	Sets out materials which must not be used in construction.
Schedule 11 Liaison Procedure	Section 52 requires that the Contractor follow agreed liaison procedures. This schedule sets out what these are.
Schedule 12 Warranted Data	This notes any information the Authority has agreed to warrant to the Contractor, e.g. extent of employees transferring under TUPE. Also any information the Contractor is warranting, e.g. extent of shareholdings in company.
Schedule 13 Relevant Discharge Terms	Sets out terms for ending contract in accordance with Local Government (Contracts) Act 1997. Must be consistent with Part 7 of contract on termination.
Schedule 14 Contractor Details	Sets out make-up of consortium.
Schedule 15 Insurances	Shows the details of insurance required by section 59.
Schedule 16 Refinancing	Sets out restrictions on Refinancing and agrees the split of benefits between Contractor and Authority.