Contractor rules

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SCIIEDULE PART I

THIS IS THE SCHEDULE REFERRED TO IN TIIE FORI,GOING AGREEMENT BETWEEN \'TRIDOR (GLASGOW) LIMITED AND INTERSER\'E CONSTRUCTION

LIMITED SCHEDULE PART

1. 1.1

I:

DEFINITIONS

Definitions Except where the context otherwise requires capitalised terms shall have the followìng meanings:

means the Local Government in Scotland Act 2003;

"Abandon"

to cany out any Works contemplated by the Construction Programme at the Site for twenty (20) consecutive Business Days or during sixty (60) days means not

(whether consecutive or not) in any Contract Year;

"Acceptance

Date"

Longstop

Test Certifìcate" "Acceptance

"Acceptance

Tests"

"Accepted"

means such date that is twelve (12) months after the Planned Selice Commencement Date; means a certificate issued by the Independent Certifier that the Acceptance Tests have been satisfied; means the Tests so described in Schedule PaIt I

I

(Z¿sls);

has the meaning given to it in the Project Agreement;

"ACF

Facility"

mears the completed advanced conversion facility constructed pußuant to the ACF Vr'orks;

"ACF

Sub-Contract"

means the contract entered into or to be entered into on or about the date hereof among the Construction Sub-

to

be

Contractor, the ACF Sub-Contractor and Energos A.S. (Company number 986983163) whose registered office is at Kvenildmyra 5,7012 Heimdal, Norway for the carrying out of the ACF works;

"ACF

Sub-Contractor"

"ACF Escrow

Sub-Contractor

Agreemenl"

means Energos Limited (Company Number 03109022) whose registered address is at Ener-G House, Daniel Adamson Road, Salford, Manchester M50 lDT; means all or any (as the context so requires) of:

(a) the ACF

Sub-contractor Krowsrey Escrow

Agreement;

(b) the ACF Sub-Contractor

Manufacturing Escrow

Agreement; and

(c)

the ACF Sub-Contractor O&M Escrow Agreement.

SCIIEDULE PART

"ACF

tÏe

1

Knowsley Design Drawings, the Sarpsborg

Sub-Contractor Design Drawings"

means

"ACF

means an agreement of even date with this Contract entered

Sub-Contractor

Design Drawings and the Glasgow Design Materials;

Design Escrow Agreernent"

into by the Construction Sub-Contractor, the ACF SubContractor and the Escrow Agent regulating the delivery of the ACF Sub-Contractor Design Drawings to the Escrow Agent and, on the occunence of a Release Event (as defined therein), the subsequent release thereof to the Construction Sub-Contractor (or to the Contractor following step-in under the collateral warranty provided by the ACF Sub-Contractor to the Contractor);

"ACF Sub-Contractor Manufacturing Drawings"

means:

(a)

software source code including procedures for building, compiling and uninstalling the software, including names, version numbers and licence information;

(b)

detailed engineering drawings / manufacturing drawings for the ACF Sub-Contractor's intellectual propefty packages (boiler, gasifier, control system); and

(c)

detailed specifications for the ACF Sub-Contractor's intellectual property packages (boiler, gasifier, control system),

but excluding:

"ACF Sub-Contractor

(D

technicaldescriptions;

(iD

P&lDs for the plant;

(iiÐ

PFD for the plant;

(iv)

layout drawings for the plant;

(v)

valve and instrument lists:

(vi)

single line diagrams:

(vii)

foundationloadingdrawings;

(viii)

not used;

(ix)

equipment list; and

(x)

any other information which the Construction SubContractor is required to provide as Reviewable Design Data in accordance with the Contract;

means an agreement of even date with this Contract entered

SCIIEDULE PART

Manufacturing Escrow Agreement"

"ACF Sub-Contractor O&M Drawings"

into by the Construction Sub-Contractor, the ACF

1

Sub-

Contractor and the Escrow Agent regulating the delivery of the ACF Sub-Contractor Manufacturing Drawings and the ACF Sub-Contractor Source Code to the Escrow Agent and, on the occurrence of a Release Event (as defined therein), the subsequent release thereof to the Construction SubContractor (or to the Contractor following step-in under the collateral warranty provided by the ACF Sub-Contractor to the Contractor);

means

the

commercially sensitive engineering

and

manufacturing drawings and technical infomation and software source code created or developed by the ACF SubContractor for the purposes of its works in relation to the boiler, the gasifier and the control system which would allow a competent person to maintain, dismantle, reassemble, adjust, repair and operate the ACF Facility including the:

(a)

detailed engineering drawings and manufacturing drawings for boiler, the gasifier and the control system; and

(b)

detailed specifications for boiler, the gasifier and the control system

but excluding from that any drawings and technical infomation included in the Operation and Maintenance Manuals or the As Built Drawings;

"ACF Sub-Contractor O&M Escrow Agreement"

means an agreement of even date with this Contract entered into by the Contractor, the ACF Sub-Contractor and the Escrow Agent regulating the delivery of the ACF SubContractor O&M Drawings and manuals and the ACF SubContractor Source Code to the Escro\¡/ Agent and, on the

occnrence

of a

Release Event (as defined therein), the

subsequent release thereofto the Contractor;

"ACF Sub-Contractor Sensitive Material"

means the ACF Sub-Contractor Design Drawings, the ACF Sub-Contractor Manufacturing Drawings, the ACF SubContractor O&M Drawings and the ACF Sub-Contractor Source Code:

"ACF Sub-Contractor

means the source code in the control system

Source Code"

Facility;

"ACF Trade Contract Works"

has the meaning given to

"ACF Works"

means the works

for the ACF

it in clarse 4.2.2;

to procure, manufacture and supply the mechanical and electrical equipment required for the construction of the ACF Facilify and the installation, commissioning and testing of such equipment in order to complete the ACF Facility;

SCHEDULE PART I

"ACF Works SubContrâctor"

means any sub-contractor appointed by the Construction Sub-Contractor in respect of the ACF Works other than the

ACF Sub-Contractor; it in the Project Agreerrent;

"Ad Hoc Waste"


"Adjoining Owners"

means all owners and occupiers of Adjoining Propeúy;

"Adjoining Property"

means any

la¡d and/or propeÉy adjoining or in

the part neighbourhood ofthe Site(s) and each and every 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 paragraph 4, of Schedule Part 72 (Dispute Resolution Procedure);

"Advance Payment"

means the advance payments identified as such Part 4 (Payment Milestones);

"Adverse Rights"

means all (if any) rights of light and air and other rights, wayleaves and servitudes whatever (including any rights and ser¡¡itudes in respect of Conduits) and all (if any) other restrictions enjoyed over the Site by any Adjoining Property or Adjoining Owner;

"Affected Party"

has the meaning given

Schedule

to it in the definition of

Majeure Event in this Schedule Part

"Affiliate"

in

Force

| (Definitions);

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 1159 of the Companies Act, save that for the purposes of determining whether one entity is an Affiliate of another any transfer of shares by way of security or to a nominee of the transferor shall be disregarded;

"Amended Reinstatement


it in clause 56-3.3 (Reinstatement);

Outline" "Ancillary Documents"

means:

(a)

the Pre-Processing Sub-Contract;

(b)

(Ð

prior to an Option B Election, the ACF Sub-Contract; or

(ii)

following an Option B Election, the ACF Sub-Contract and tle Trade Contracts;

SCHEDULE PART

"Ancillary Rights"

1

means:

(a)

a non-exclusive licence to enter and remain on those parts of the Sites (other than the Facility Site) that the Construction Sub-Contractor and/or any Construction Sub-Contractor Related Parly requires access to in order to

carry out the Works or perform its obligations in relation to defects in the Enabling Works;

(b)

a non-exclusive licence to enter and remain upon the Facility Site (subject to any rights that the Contractor may have under this Contract ot t¡at the Authority may have under the Project Agreement or such access by the Authority as may be necessary in order to allow the Authority to comply with its statutory obligations and in each case provided always that such licence does not confer any tenancy or other like rights on the

Construction Sub-Contractor or

any

Construction Sub-Contractor Related Party);

(c)

such rights of access to and egress from the Site(s) as are necessary for the Construction Sub-Contractor and/or any Construction SubContractor Related Parly to perform their obligations and exercise their rights under this Contract and in particular for the putposes of

implementing

the Works

including

those

hatched red and hatched green and highlighted yellow on the Site Plans;

(d)

rights offree and uninterrupted passage over and

within and running of water, soil,

gas,

electricity, telephone and other selices; and

(e)

the righl where necessary to inspect

repair

maintain replace, lay, install, enlarge or renew if lequired the Conduits and the right to connect

into the Conduits and to construct such new Conduits as may from time to time be necessary to serue the Site(s).

provided that viithout prejudice to Clause 10.5.1 the rights ale granted insofar as the Contractor and/or the Authority is capable of granting them and such rights are subject to the Disclosed Title Matters;

to it in

"Appropriate Limit"

has the meaning given Inlormation):

"Approved Surety"

means Liberty Mutual Insurance Europe Limited, a company

clause 85.7 (Freedom oJ

incorporated under the Companies Acts (company number 1088268) and having its registered office at 3rd Floor, Two

SCHEDI}I,E PART

1

Minster Court, Mincing Lane, London EC3R 7YE;

a

financial strength

"Approved Surety Credit Rating"

means

"Arbitrator"


or

equivalent credit rating

assigned by Standard & Poor's Cotporation being not less than A- or equivalent rating by another credit agency;

to it in

paragraph 14

of

Schedule

Part 22 (Dispute Resolution Procedure);

"As Built Drawings"

means drawings, technical information, models, operation and maintenance manuals to encompass the method of consûïction, manufacture, operation and maintenance of each element of the Faciliq' in sufficient detail to allow a competent person to understand all material elements of the

construction of the Facility and to maintain, dismantle, reassemble, adjust and operate all plant and equipment forming the same; "Assets"

all

to

enable the Authority or a successor contrâctor to own, operate and maintain any land or building on the Facility Site pursuant to the Project Agreement including: means

(a)

assets and rights

any land or buildings on the Facility

Site

(including the Facility);

(b)

any plant, machinery or equipment;

(c)

any books and records (including operating and maintenance manuals, the Operating Manual,

health and safety manuals,

documents

maintained in accordance with the Site Waste Management Plans Regulations 2008, as built drawings and other know how); (d)

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

transfered); (e)

not used

(Ð

not used;

(e)

not used

(h)

where termination occurs following termination Project Agreement pursuant to paragraph 3.5 of Schedule Part 26 (Planning) tliereof, all documents, letters and instructions and enclosures to and opinions of Leading

of the

Counsel or the Construction Sub-Contractor's consultants relating to any Planning Application, Environmental Permit, Planning Permission, or

SCHEDULE PART

1

Proceedings,

but excluding any assets and rights in respect of which the Authority is ñrtl legal and beneficial owner; "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 ofthe ultimate Holding Company of that relevant company, and in the case of tÌìe Contractor shall include each of the Sha¡eholders sav€ that for the purposes of determining whether one entit¡r is an Associated Company of another any transfer of shares by way of security or to a nominee ofthe transferor shall be disregarded;

it in the Project Agreement;

"Authority Change"


"Authority Materials"

has the meaning given to of Te r m in at i o n /Exp i ry);

'rAuthority Project Intellectual PropeÉy"

means all Intellectual Property Rights owned by the Authority and subsisting in any Disclosed Data, the Project

it in clause

87

.11.2 (Consequences

Data, the and/or any other materials, information documents data and/or know how, provided to or made available by the Authority to any Contractor Related Party at any time during the Contract Period;

'rAuthority PropeÉy"

means any assets or property belonging to the Authority or for which it is responsible;

"Authority Related Paúy"

means any ofthe following:

(a)

an officer, servant, employee or agent of the Authority acting in that capacity; or

(b)

any contractor or sub-contractor ofthe Authority of any tier and their directors, officers, servants, employees or agents acting in that capacity;

but excluding in any case the Contractor and any Contractor Related Parties;

the

representative appointed by the Authority ofthe Project Agreement;

"Authority's

means

Representative"

pursuant to clause 9.1

"Availability Damages"

means the damages calculated in accordance with Schedule Paú39 (Delay, Perþrmance and Availability Damages);

"Availability Guarantees"

means those guarantees identified as such

Schedule

Paft 45

Guarantees);

(Performance

in part 2 of

and

Avøilability

SCHEDULE PART

1

rrAvailability TestÍ

has

"Availability Test Certificate"

means a certificate issued by the Contractor that the Availability Test has been satisfied;

"Basic Design Proposals"

means the basic design set out or referred to in Schedule Part

tìe meaning given to it in Schedule Part 11 (Zesls);

28 (Basic Design Proposal);

"Beneficiary"

has the meaning given Claims);

"Business Day"

means a day (other than

banks ale open

for

to it in clause63.l (Conduct

oJ

a Saturday or Sunday) on which domestic business in the City of

Glasgow;

"Capital Expenditure"

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

time;

"Carbon Management Plan"

means the carbon management plan to be established and maintained in accordance with Schedule Part 2 (Contractor's Requirements)t

"CDM Co-ordinator"

means Jacobs Engineering U.K. Limited (Company Number 02594504) whose registered address is at 1180 Eskdale Road, Winnersh, Wokinghan.r, Belkshire RG4l 5TU;

"CDM Regulations"

means

the

Constmction (Design and Management)

Regulations 2007; " Certilicatio n Requirements"

means the requirements which must be satisfied for a contract to be a cerlified contract for the purposes of the Local Govemment (Contracts) Act 1997;

"Change in Costs"

means

"Change in Law"

means the coming into effecf afïer 27tì

in respect of any Relevant Event, the effect of that Relevant Event (whether positive or negative) upon tlie actual or anticipated costs, losses or liabilìties of the Construction Sub-Contractor

(a)

April 2012 of:

Legislation, other than any Legislation which on the Effective Date has been published: (Ð

in a draft Bill as part of a Govemment Departmental Consultation Paper;

(ii)

in a Bill;

(iii)

in a draft statutory instrument; or

SCI{EDI ]I,E PART

(iv)

"Change in Project Costs"

1

as a proposal in the Official Joumal of the European Communities;

(b)

any Guidance; or

(c)

any applicable judgment of a relevant court law which changes a binding precedent;

has the mearing given

to it in

Part

of

1 (Defnitions) of

Schedule Part 21 (Change Protocol)t

"Clinical Waste"

has the meaning given to it in Regulation 1 (2) of the Controlled Waste Regulations 1 992;

"Collateral Warranty"

means a collateral warranty in the relevant form as set out in Schedule Part 25 (Forms ofCollateral lTarranty);

"Commercially Available


Software Package"

Data);

"

Comrnercially Sensitive

Information"

to it in

clause 87.6.2 (Computer

means t¡e sub set of Confidential lnformation listed in column I of Part 1 and column I of Part 2 of Schedule Part 23 (Commercially Sensitive Infonnaîion) ín each case for the

period specified

in

column

2 of

Parts

1

and

2

of

Schedule Parl 23 (Commercially Sensitive Information);

"Commissioning Period"

means the period between the Readiness Date and the Serwice Commencement Date;

"Commissioning PIan"

means the detailed plan developed Commissioning Requirements;

"Commissioning Requirements"

means the requirements

"Community Benefits"

means

in accordance with the

commissioning of the Facility contained in SchedulePart 2 (Contractor's Requirements) and Schedule Part 1l (Zesls), as the same may be amended in accordance with the Contract;

for the

the maximum economic and social benefit from

general capital investments and wider procurement activity; "

Communify Benefits Plan"

means the Community Benefits Plan developed by the Construction Sub-Contractor pursua¡t to Section 7.1 (Recruitment rmd Traîning), Section 7.2 (Small to Medium Enterprises and Social Enterprises) and Section 7.3 (Education and Awareness) in the Construction SubContractor's Proposals;

"Community Benefits Requirements"

means the requirements in relation

set out in

Section 1 of

Requìrements);

"Companies Act"

to Community Benefits

Schedule Part

means the Companies Act 2006;

2

(Contraclor's

SCIÌEDULE PART

"Compensation Event"

1

means in respect of the period from the Effective Date until the Service Commencement Date:

(a)

a breach by the Contractor

of any of its obligations

under this Contract;

(b) (c) (d)

the discovery of Unknown Historic Contamination, as defined in Schedule Part 34 (Environmentaï1, on the Sites (or any of them);

a delay in the completion of the Grid Connection

'Works;

the occunence of Protestor Action provided the Construction Sub-Contractor has complied with its obligation pursuant to clause 42 (Proîeslor Action);

(e)

the occurence of any Undisclosed Third Party Right; and/or

(Ð

any event which is stated in this Contract to be a Compensation Event;

"Conduits"

means all pipes, sewers, drains, mains, ducts, conduits, gutters, watercourses, wires, cables, meters, switches, channels, flues and all other conducting media appliances and apparatus and includes any fixtures, louvers, cowls and any other ancillary apparatus;

"Confidential Information"

means:

(a)

informatìon 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, lntellectual Property Rights, know-how, of either Party and all personal data and sensitive personal data within tïe rreaning of the Data Protection Act 1998: and

(b)

Commercially Sensitive Inl-ormation:

SC}IEDULE PART

"Consents"

1

means all permissions, consents, approvals, certificates, permits, licenses and authorisations of a Relevant Authority required for the performance of any ofthe Construction SubContractor's obligations under this Contract including for the avoidance ofdoubt: (a)

all Environmental Permits;

(b)

all Planning Permissions;

(c)

all Planning Obligations; and

(d)

all Road Consents,

but excluding the Contractor's Necessary Consents;

"Consents

List"


it in clause 12.5.1 (Consents);

"Construction Programme"

means the programme for the carying out of the Works as contained in Schedule Part 8 (Construct¡on Programme) as amended from time to time in accordance with the provisions of this Contract;

"Construction Sub-Contrâct Dispute"


"Construction SubContrâctor Change"

has the meaning set out Protocol);

"Construction SubContrâctor Change Notice"

has the meaning given to ProtocoD;

"Construction SubContractor Default"

means any one or more

22 (Dispute

(a)

Res olution

it in paragraph

18

of Schedule Part

Procedure);

in

Schedule

it in

Part 21 (Change

Schedule Part

21 (Change

ofthe following events:

of its obligations under this Agreement, which a breach by the Construction Sub-Contractor

materially and adversely affects the carrying out of the Works or the performance of the Services and in relation to which the Contractor has complied with its obligations pursuant to clause 67.3; .

(b)

not used

(c)

an Insolvency Event occurs in respect of the Constmction Sub-Contractor or

(d)

a

breach

of

(e)

not used;

Guarantor;

81.2 (Restriction -Contractor) occurs;

clause

C onstruclion Sub

tle

on

the

SCHEDULE PART I

(Ð

the Construction Sub-Contractor Abandons the Works at any time;

G)

not used;

(h)

failure to achieve the Works Commencement Date by such date as is one (l) month after the Planned Works Commencement Date;

(D

the Readiness Test Certificate for the Facility has not been issued by the Readiness Longstop Date;

ú)

the Acceptance Test CeÍificate for the Facilþ has not been issued by the Acceptance Longstop

Date;

(k)

not used

(l)

not used;

(m)

not used;

(n)

not used;

(o)

not used;

(p)

subject to clause 57 (Unînsurability)" a breach

by the Construction

Sub-Contractor

of

its

obligations to take out and maintain any of the insurance policies required of it pursuant to this Contract;

(q)

not used;

(r)

a failure by the Construction Sub-Contractor to make payment of any amount of money exceeding f500,000, which amount is due and

payable by the Construction Sub-Contractor under this Contract, within thiúy (30) Business Days ofservice of a notice by the Contractor; G)

the Contractor becoming entitled to terminate in accordance with clause 20.5.7

(t)

reaching: (D

the Maximum Delay Damages; or

(iÐ 80% (eighty percent) of the Liability Cap unless the Liability Cap has been refreshed in accordance with clause 5l C.3 (Refresh of the Liability Cap); or

SCI{EDULE PART

(iii) where the Liability

1

Cap has been refreshed

of the Liability Cap), a sum equal to 800/o (eighty percent) of the Refreshed Liability in accordance with clause 51C.3 (Refresh

Cap has been reached at any time;

(u)

(v)

any breach of the Construction Sub-Contractor which directly causes a Contractor Default under the Project Agreement; or a failure by the Constmction Sub-Contractor to or replace the Parent Company Guarantee, the Performance Bond, the Adva¡ce Payment Bond and/or any Retention Bond (if provided by the Construction Sub-Contractor in

provide

accordance with clause 994;

"Construction SubContractor Insurances"

"Construction Sub"Contractor Materials"

(a)

all

insurance which the Construction Sub-

Contractor is obliged by Law to carry;

(b)

the insurances refened to in Part 2 of Schedule Part 10 (Required Insurances);

(c)

the Professional Indemnity Insurance policy to be maintained pursuant to clause 55.13;

(d)

not used; and

(e)

material damage insurance in respect of its own temporary buildings, plant and equipment;

all or any programmes, software, code, databases, data materials, works (whether Iiterary, artistic or otherwise),

means

know how and/or information other than any Project Data which are used from time to time by the Construction SubContractor and/or any Construction Sub-Contractor Related Party or are otherwise relevant to the maintenance, management, provision, replacement, carrying out and operation ofthe Facility and/or the Services;

"Construction SubContractor Related Party"

means

the

Construction Sub-Contractor's agents and Sub-Contractors a¡d its or their sub-contractors of any tier and its or their directors, officers, employees and workmen in relation to the Project and any person on or at the Site at the express or implied invitation of the Construction SubContractor (other than the Contractor or any Contractor Related Party);

"Construction SubContractor's Proposals"

means the proposals of the Construction Sub-Contractor to deliver the Project to satisfy the Contractor's Requirements, as set out in the document entitled "Construction Sub-

Contractor's Proposals" and dated 20 Júy 2012 which is contained in two (2) folders and one (l) compact disc, and is annexed as relative hereto, and any modifications to such

SCIIEDULE PART

1

document in accordance with this Contract;

I'Construction SubContractor's Representative"

means the person to be appointed by the Construction Sub-

'rConstruction Works Programme"

means the detailed programme for the works contained in Parl 1.5 of the Construction Sub-Contractor's Proposals as amended from time to time in accordance with the provisions of this Contract;

"Consultation"

has the meaning given to it in paragraph 2 22 (Dispute Resolution Procedure);

"Contamination"


Contractor pnrsuant to clause 9.2 (Representatives of the C ons truction Sub -C onf r actor):,

to it in

of Schedule Part

Schedule Paú 34

(Environmental);

"Contrâct"

of clauses 1 (Defnitions and 102 (Governing Law and Jurisdiction) inclusive together with Schedule Parts 1 (Definitions) to 46 (Critical Spares Zlsl) inclusive and the Construction Sub-

means this contract comprising

Interprctation)

fo

Contractor's Proposals;

"Contrâct Month"

means each successive calendar Month in a Contract Year;

"Contract Period "

means the period flom and including the Effective Date to the Expiry Date, or if earlier, the Termination Date;

"Contract Sum"

means the sum of f,144,843,913 (one hundred and forty four

rrillion eight hundred and forty three thousand nine hundred and thirteen) as adjusted from time to time in accordance with this Contract,

"Contract Waste"


"Contract Year"

means a period of twelve (12) months commencing on 1 April, provided that:


(a)

the first Contract Year shall be the period commencing on the Effective Date and ending on the day immediately following 3 1 March; and

(b)

the frnal Contract Year shall be the period commencing on I April immediately preceding the last day ofthe Contract Period and ending on

that day;

"Contractor Change"

has the rneaning given to Protocol);

"Contractor Change Notice"


Protocol);

it in Schedule

to it in

Schedule

Part 21 (Change

Parl 27 (Change

SCTIEDULE PART

"Contrâctor Defâult"

1

means one ofthe following events:

(a)

a failure by the Contractor to make payment

of

any amount of money exceeding f5,000,000 that is due and payable by the Contractor under this Contract within 5 days of the final date for its payment; or

(b)

a breach by the Contractor of its obligations under this Contract which substantially frustrates

or

renders

it

impossible for the Construction

Sub-Contractor to perform its obligations under this Contract for a continuous period of rwo (2)

Months;

(c)

an Insolvency Event occurs in respect of the Contractor and/or the Payment Guarantor; or

(d)

the Contractor fails to replace its Guarantee in accordance (Payment Security)

with

Payment

clause 99A.6

in

accordance with clause 66 for Contractor Default):

"Contractor Default Termination Sum"

means the amount payable

"Contractor Insurances"

means the insurances referred 1 0 (Required Insurmces);

"Contractor Pâyment Guarântee"

means the payment guarantee refered to in clause 994, the form which is set out in Schedule Part 33 (Connaaor's Pa¡tment Guaranîee), executed by the Payment Guarântor;

"Contractor PropeÉy"

means any assets or property belonging to the Contractor or for which it is responsible;

"Contractor Related Party"

means any ofthe following:

(Compensation on Tetminafion

to in Part

I of Schedule Part

(a)

an officer, servant, employee or agent of the Contractor acting in that capacity;

(b)

any contractor or sub-contracto¡ of the Contractor of any tier and their directors, officers, servants, employees or agents acting in that capacity;

but excluding in any case the Construction Sub-Contractor and any Construction Sub-Contractor Related Parties;

"Contractor's Necessary Consents"

means the Planning Permission and the PPC Permit;

l

l

!

SCI{EDULE PART

1

"Contractor's Representative"

means the representative appoìnted by the Contractor pursuart to clause 9.1 (Representative ofthe Contractor);

"Contractor's Requirements"

means the requirements of the Contractor in relation to the Project, as set out in the document entitled "Contractor's Requirements" and dated 20 July 2012 which is contained in one (l) folder and one (l) compact disc, and is annexed as relative hereto, and any modifications to such document in accordance with this Contract;

"Conviction"

means, other than in relation to rninor road-traffic offences, any previous prosecutions, convictions cautions and binding

over orders lexcluding âny spent conviclions as contemplated by section l(1) of tlìe Rehabilitation of Offenders Ac!1,974 by virtue ofthe exemptions specified in Part II of schedule 1 of the Rehabilitation of Offenders Act (Exceptions) Order 1975 and the Rehabilitation of Offenders Act 1974 (Exclusions and Exceptions) (Scotland) Order

2003 (Scottish

SI

20031231)

or any replacement

or

amendment to that Order);

"Deductions"


"Defect"

meãìs any defect in any Facility, the Works or any part of them, or anlhing installed in them attributable to the Consûlction Sub-Contractor's breach of its obligations

to it under the Project Agreement;

under the Contract;

"Defects Liabilitv Period"

means a period of twelve (12) months from the Service Commencement Date and, in respect of any part of the Works in which a Defect arises, a fufther period of twelve (12) months commencing upon the date of completion ofthe rectification works, subject to a maximum period of thiúy six (36) months from the Service Commencement Date.

"Delay Damages"

means liquidated and ascertained delay damages in the amounts set out in Schedule Part 39 (Delay, Performance and Av ail ab i lity Damage s);

"Delivery PIans"

means the Works Delivery Plan and the Services Delivery

Pla¡;

"Delivery Point"

means the point of discharge of Contract Waste as defined within the relevant Delivery Plans;

"Design Data"

means all drawings, reports, documents, plans, software, formulae, calculations and other data relating to the design,

construction, commissioning, testing or operation of the Project in each case that is provided by or on behalf of the Construction Sub-Contractor and/or its Sub-Contractors in connection with the provision of the Works or the

performance

of the

Construction

obligations under this Contract;

Sub-Contractor's

SCTIEDULE PART

1

"Designers"

means Fairhurst, whose address is al. 225 Bath Street, Glasgow GZ 4GZ and ADF Architects, whose address is at 23 Blyhswood Square, Glasgow G2 4BG, or such other designers as may be appointed in accordance with the provisions of this Contract;

"Direct Losses"

means

all damage, losses, liabilities, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on an indemnity basis), proceedings, demands and charges whether arising under statute, contract

or at common law but, to avoid doubt, excluding Indirect Losses;

"Disclosed Data"

to the Project disclosed to the Construction Sub-Contractor a¡d its Shareholders and advisers, including all documentation issued during the means information relating

tender process in relation to the Procurement;

"Discriminatory Change in

Law"

means a Change in Law, the

tems of which apply expressly

to:

(a)

the Project and not to similar projects procured

under PFI

in

England

or public private

partnership in Scotland;

(b)

the Contractor and not to other persons; and/or

(c)

contractors engaged on public private parhership projects in Scotland and not to other persons;

"Disputed Amount"


to it in

clause 45.5

.2

(Dßputed

Amounts);

"Dispute Resolution Procedure"

means the procedure for the resolution of disputes set out in Schedule P art 22 (Dispute Res olution Procedwe);

''DPA''

means the Data Protection

Act 1998;

"Duty of Care Requirements"

means the requirements

of The Environmental Protection l99l:

"Effective Date"

means the last date ofexecution

(

Duty olCare) Regulations

ofthis Contract;

SCI{EDULE PART

"Emergency"

1

means an event causing or, in the reasonable opinion of a Party, threatening to cause death or serious 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 (and whether or not an Emergency has arisen shall be determined in the case of any dispute by the Contractor acting reasonably);

"Enabling Works"

has the meaning given to it in Schedule Pan 36 (Enabling Works : Completion and P osTC ompletion Re quirements);

"Enabling Works Sites"

has tlre meaning given to it in Schedule Part 36 (Enabling Itr/orl
"Enlorced Closure"

means that the Facility is required by law and/or any Environmental Permit to be closed to the reception of Waste;

"Environmental Information Regulations "

means the Environmental Infomation

"Environmental Permits"

llteans

(Scotland)

Regulations 2004 together with any guidance and/or codes of practice issued by the Scottish lnformation Commissioner or Scottish Ministers in relation to such regulations;

(a) (b)

a PPC Permit;

a licence required and issued by SEPA pursuant

to the Waste

Management Licencing

Regulations 1994;

(c)

an authorisation required in terms of the Water Environment (Controlled Activities) (Scotland) Regulations 2005: or

(d)

a consent required and issued by Scottish Water pursuant to the Sewerage (Scotland) Act 1968;

means the Environmental Protection

"EPR Costs"

Act 1990;

means all sums relating to claims, proceedings, loss, damage, costs and expenses (including properly incurred legal costs, expeft witness costs, witness expenses, courl, adjudicator's, mediatoCs experl's and arbitrators' fees and charges and any expenses incuned by the Contractor whether incurred by or awarded against the Construction Sub-Contractor or the Contractor (and including properly incurred costs and expenses of the Authorþ or other persons, where the Construction Sub-Contractor or the Contractor become liable to pay the same)) which may arise out of or in connection with any claim in respect of a

SCHEDULE PART

1

Contractor Financial Claim, a Contractor Extension Claim and/or an EPR Claim;

all moveable plant and equipment to be provided and/or maintained by the Construction Sub-Contractor in order to comply with its obligations under this Contract;

"Equipment"

means

"Equivalent Project Relief '

means

a

benefit

or relief (including any payment,

in connection with the Project A$eement to which the Contractor is or becomes compensation or darnages), under or

entitled from time to time under the Project Agreement and which is equivalent to, or which is based upon the same or substantially the same grounds as, a benefit or relief claimed by the Construction Sub-Contractor under this Contract in respect of the same, substantially the same or equivalent circumstances and/or grounds;

"Dscrow Agent"

means NCC Escrow International Limited, a col¡pany registered in England whose registered office is at Manchester Technology Centre, Oxford Road, Manchester M1 7EF, Engìand (No. 3081952) or such other person as may be appointed to act as such pursuant to the tems of the relevant ACF Sub-Contractor Escrorv Agreement;

"Estimâted Change in Project Costs"

means

"Excluded Waste"


"Excusing Cause"

means tlrose events listed in clause 41.2 (Excusing Causes);

"Expiry Date"

means the date occurring twelve (12) years following the Service Commencement Date;

"Facility"

means the waste treatment plant Facility Site;

"FaciliÇ Site"

mea¡s the area hatched in rcd on the Licence Plan;

"Fees Regulations"

means the Freedom

in

respecf

of

any Relevant Event any estimated

Change in Costs;


of

to be constructed at

Information (Fees

for

the

Required

Disclosure) (Scotland) Regulations 2004;

"Final Equipment List"


"Financial Close"

means the Effective Date;

''FOISA''

means the Freedom

it in clause 30.1.5 (Equipment);

of Infomation (Scotland) Act 2002 and any subordinate legislation made under the Freedom of Information (Scotland) Act 2002 fiom time to time together with any guidance and/or codes of practice issued by the Scottish Information Commissioner or Scottish Ministers in

relation to such Act;

SCI{EDULE PART

"Force Majeure Event"

1

means the occurrence after the Effective Date 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 the result of any actions or breach of the Consûuction Sub-Contractor or its sub-contractors of any tier except where such actions or breach of the Construction SubContractor constitute solely the receipt or treatment by the Construction Sub-Contractor or a Sub-Contractor of Contract Waste (as defined in the Project Agreement) (containing nuclear, chemical or biological contamination) in accordance with the Contract; or

(c)

pressure waves caused by devices travelling at supersonic speeds,

which directly causes either Party ("Affected PâÉy") to be unable to comply with all or a material part of its obligations under this Contract; "Glasgow Design Materials"

means the:

(a)

software source code including procedures for

building, compiling and uninstalling

the

software, including names, version numbers and licence information; and

(b)

detailed engineering drawings / manufacturing drawings for ENERGOS IP packages (Boiler, Gasifier, Control System);

the ACF Works as is prepared by the ACF Sub-Contractor on or before the Works Commencement Date (as defined therein); relative to that palt of the design of

"Good Industrv Practice"

means that degree of skill, care, prudence and foresight which would reasonably and ordinarily be expected from time to time of a skilled and experienced contractor (engaged in the same tlpe of undertaking as that of the Consûrction Sub-Contractor) under the same or similar circumstances;

"Grid Connection Date"

means the date for the completion of the Grid Connection rüy'orks being the "33kV power-on date" as shown on the Construction Programme;

"Grid Connection Works"

means the works to be procured by the Contractor to provide a connection of the 33kV network to the Facility Site at the

33111kV transformer being provided by the Conshuction Sub-Contractor as more particularly described in paragraph

SCI{EDULE PART

8.1 ofSection

"Guarantor"

1

I ofthe Conhactor's Requirements;

means Interserve plc, a public limited company incorporated under the Companies Acts (company nurnber 88456) and

having its registered office at Interserve House, Ruscombe Park, Twyford, Reading, Berkshire RG10 9JU;

"Guidance"

means any applicable guidance or directions with which the Const'uction Sub-Contractor is bound to comply;

"Health and Safety File"


it in the CDM Regulations;

means the HM Revenue and Customs or such other body as may succeed it in its function in relation to SDLT;

"Holding Company"

has the meaning given to it in Section 1159 of the Companies Act save that for the purposes of determining Ìvhether one entity is a Holding Company of another any transfer of shares by way of security or to a nominee of the transferor shall be disregarded;

"Indernnified Party"

has the meaning given to Claims);

"Indemnifier"

has the meaning given Claims);

"Indemnifying Parfy"


it in

clause 61.4 (Notification

to it in

clause 63.1 (Conduct

of of

to it in clause 61.4 (Notifcation of

Claims);

"Independent Certifier"

means the person appointed by the Authority and the Contractor to act as independent certifier to the Project in accordance with the Independent Certifier's Appointment;

"Independent Certifier's Appointment"

means

tìe

contained

ofthe Independent Certifier Schedule Part l2 (Independent Certifier's

executed appointment

in

Appointment) of the Project Agreement;

"Indexed"

has the meaning given to it in the Project Agreement;

"Indirect Losses"

means loss of profits, loss of use, loss of production, loss

of

business opportunity, or any claim for consequential loss or for indirect loss of any nature provided business, loss

of

always and notwithstanding the foregoing, any losses pursua¡t to clause 54.2 shall not be excluded by reason of this definition;

of the Freedom of

"Information"

has the meaning given under section 73 lnformation (Scotland) Act 2002:

"Insolvencv Event"

means one or more of the following events in respect of the party in question:

SCTIEDULE PART

(a)

1

a couft makes an order that the party be wound

up or a resolution for a voluntary winding-up the

parf

of

is passed;

(b)

any receiver or receiver manager in respect of the party is appointed or possession is taken by or on behalf of any creditor of any property of the parry that is the subject of a charge;

(c)

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 in respect

ofthe

party; (d)

(e)

an

administration order administrator is appointed palty; or

is made or

an

respect

the

in

of

anlhing analogous to any of the events mentioned in paragraphs (a) to (d) above occuring in relation to the party under the law of any relevant jurisdiction specifically the opening of insolvency proceedings pursuant to the EC Insolvency Regulation 1346/2000 or the lnsolvency Act 1986;

"Intellectual Property Rights"

"Joint Insurance

Account"

means any and all patents, trademarks, service marks, copyrights, 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; means the joint bank account in the names and the Authority;

ofthe Contractor

SCHEDULE PART

"Key Sub-Contract"

means

a

sub-contract between

the Construction

1

Sub-

Contractor or a Technology Contractor (as the case may be) and a Key Sub-Contractor for the purpose of carrying out the Works and/or any ofthe Construction Sub-Contractor's other obligations under thìs Contract (in either case) or any part thereof;

"Key Sub-Contractor"

means each Technology Contractor, each Designer and each

of the sub-contractors appointed by the Conshuction SubContractor or a Technology Contractor (as the case may be) to carry out the following works packages:

o

piled foundations;

o

fabrication and erection of steelwork;

.

manufacture ofturbine package;

.

manufactureofboiler;

o

manufacture offlue gas treatment equipment;

o

fabrication and installation of the materials recycling facility;

o

"Knowsley Design Drawings"

manufacture of CHP units;

o

fabrication and installation facility;

.

fabrication and installation ofair cooled condensers: and

.

fabrication and installation of fumace;

of

anaerobic digestion

means the commercially sensitive specihcations, assembly drawings, piping and inst'umentation diagrams, engineering

and manufacturing drawings and technical information fonnerly created or developed by the ACF Sub-Contractor for the puposes of the works on the Knowsley Project in relation to the boiler, the gasifier and the control system including the:

(a)

detailedspecifications;

(b)

general assembly drawings for the boiler, the gasifier and the control system;

(c)

piping and instrumentation diagrams for boiler, the gasifier and the control system; arìd

(d)

detailed engineering drawings and manufacturing drawings for boiler', the gasifier and the control system;

SCIIEDULE PART

"Knowsley Project"

1

means a project to design, procure, construct, commission and operate an advanced conversion facility in Knowsley,

Merseyside, that may be developed by the ACF SubContractor (which for the avoidance of doubt is not part of the Project); means:

(a)

for the

purposes

of Landfill Tax has the

meaning athibuted to

it by

Section 65(1) of the

Finance Act 1996; and

(b)

for all other purposes has the meaning given to it in Waste and Emissions Trading Act 2003,

and "Landlilled" and "Landfilling" shall be interpreted accordingly;

to it in Council Directive

"Landfill Directive"

has the meaning given IEC;

"Landfill Tax"

has the meaning set out

in

Section 39(1)

of the

1999/31

Finance

Act 1996; "Latent Defects"

means any defect in the Works, any Facility or any part of them, or anythìng installed in them and which is attributable to the Consh-uction Sub-Contractor's breach of its obligations under the Contract arising or becoming apparent during the Latent Defects Liability Period;

"Latent Defects Liability Period"

means;

(i)

in

lespect

of Latent

Defects arising

in

the

Technology Contractors' Equipment, the period commencing 1 year after the Se¡¡ice Commencement Date and expiring three years following the Senices Commencement Date; and

(iÐ

in

respect

of Latent

Defects arising

in

the

remainder of the Works, the period commencing 1 year after the Service Commencement Date and expiring twelve years following the later of the Service

Commencement Date or, the date on which the

Enabling Works are completed pursuant to Schedule Part 36 (Enabling Works: Completion and P ost -C o mpl e t i on

O b I i gat i on s);

to it in Schedule Part26 (Planning);

"Leading Counsel"


"Lease"

has the meâning given to


SCHEDULE PART

"Legislation"

1

means:

(a)

any Act of Parliament or the Scottish parliament or subordinate legislation within the meaning of Section 21(1) ofthe Interpretation Act l97g;

(b)

any exercise ofthe Royal prerogative; and

(c)

any enforceable community right v/ithin the meaning of Section 2 of the European Communities Act 1972,

in each case in the United Kingdom; means, in relation to any payment or overdue amount:

(a)

the applicable Screen Rate; or

(b)

(if no

Screen Rate is available that payment), the arithmetic

for Sterling for Írean (rounded

upward to four decimal places) of the rates, as supplied to the Construction Sub-Contractor at its request, quoted by the Reference Banks to Ieading banks in the London interbank market,

in each case as of 11.00 a.m. on any day for sterling for a period ofone day and, if any such rate is below zero, LIBOR will be deemed to be zero; I'Liability Capt'

nreans 550lo (fifty five per cent) ofthe Contract Sum, save in the following cilcumstances in respect of each of which the Liability Cap shall be 100% (one hundr.ed per cent) of the Contract Surn:

(a)

the

Construction Sub-Contractor or any Construction Sub-Contractor Related pafty committing any Prohibited Act;

(b)

the Construction Sub-Contractor or anv Construction Sub-Contl.actor Related paní committing fraud;

(c)

the Construction Sub-Contractor Abaudoning the 'dy'orks,

(d)

the Constluction Sub-Contr.actor ol. ânv Constluction Sub-Contractor Related party breaching any of its obligations pul.suant to clause 55 (Insurance Requirements), and

(e)

interest on late paymelìts;

SCHEDULE PART I

"Licence Plan"

means the 'Licence Plan' identified as such 7 (Site Information);

"Licensed Purposes"

means:

(a)

the

in Schedule Part

ma¡ntenance. management, provision.

carrying out, replacement and/or operation of the

Facility ald/or the Services; and/or

"Liquidated Damages"

(b)

the

(c)

the receipt of the Services and/or any services analogous to the Services but provided by a third party;

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

meâns Delay Damages, Availability Damages

and

Performance Damages;

in the Construction

"Look Forward Milestone Activity"

means the activities identified as such Works Programme;

"Look Forward Milestone

means the date being six (6) months after the date set out in

ActiYity Date"

the Construction Works Programme for completion of the corresponding Look Forward Milestone Activity;

"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;

"Main Enabling Works" "Main Enabling Works Completion"

has the meaning given I|lorl
to it in Schedule Part 36 (Enabling P ost-Completion Ob

ligat ions);

means the achievement of Practical Completion (as defined in Schedule Part36 (Enabling I|rorks: Completion and Post-

Completion Obligations) in respect of the Maìn Enabling Works;

"Main Enabling Works Completion Date"

has tle meaning given to it in Schedule Paft 36 (Enabling Ilorlrs : Completion and P oslCompletion Obligations);

"Main Enabling Works


Completion Stâtement"

it in para2.3.1 of Schedule Part 36

(Enabling IIlorks: Completion and

Post-Completion

Obligations);

"Materials"

means materials, machinery, plant and other items of equipment intended to form part of the completed Works under and in accordance with this Conhact,

SCHEDULE PART I

"Maximum Availability

means an amount equal

to

10olo

ofthe Contract Sum;


to

10o%

ofthe Contract Sum;

Damages"

"Maximum Delay Damages"

"Maximum Liquidated

means an âmount equalto 20%o ofthe Contract Sum;

Damages"

"Maximum Performance


to 15% of the Contract Sum;

Damages"

to it in

2l

"Medium Value Change"

has the meaning given Protocol);

"Milestone"

means the date upon which a Milestone achieved,

Activity has been

"Milestone Activities"

means the milestone activities refered

to ìn the column

Schedule Part

entitled "Milestone Description"

(Change

in the relevant

table

contained in Schedule Part 4 (Payment Milestones) and which are referenced to the Construction Works Programme to be developed and maintained in accordance with this Contract, and "Milestone Activity" means any one of them as the context requires;

"Minimum Credit Rating"

means

a

financial strength

or

equivalent credit rating

assigned by Standard & Poor's Corporation being not less than AA- or equivalent rating by another credit agency or, if

tfiere are no UK-based financial institutions or banks that habitually issue bonds holding such credit rating and offering bonds of the type required by this Contract at commercially reasonable rates at the time such bonds are sought (provided that the Construction Sub-Contractor's claims record shall be disregarded when determining whether such bonds are available at commercially reasonable rates), the highest credit rating for a UK-based financial institution or bank that habitually issues bonds from whom the Construction Sub-Contractor can reasonably procure such bonds;

"Minimum Tonnage"

means 175,000 tonnes of Contract Waste per Contract Year;

,,Month

means

aly month in a Contract Year provided that:

(a)

the first Contract Month shall commence on the Effective Date and end on the last day of the month in which the Effective 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,

SCI{EDULE PART

1

and the term Months shall be construed accordingly;

"Municipal Waste"

means Waste which by virtue of Legislation a local authority has a statutory duty or power to collect,;

"Net Asset Worth"l

means, at the relevant time:

(a)

the aggregate amount of the capital and consolidated reserves of the Guarantor Group (as defined in the ACF Sub-Contract) including but not limited to its:

(r)

called up share capital;

(iD

share premium account; and

(iiÐ

profit and loss account

but after adding back any amounts due from the Guarantor or any other member of the Guarantor Group in respect of loans made to them by shareholders and/or their Affiliates and provided that

(l)

any debit balances within the capital and reserves shall be included in this calculation, (2) minoriÇ interests shall be excluded from the capital and reserves and (3) any adjustments to reflect any variations (since the date of the immediately preceding accounts) in the amounts paid up or credited as paid up on the issued share capital of the Energos Holdings Limited shall be included, less:

(b)

any amounts attributable to upward revaluation, save where the value is supported by certification from a suitably qualified independent professional valuer;

"New Entrant"

means a person who is trained or employed to do a specilìc job and is leaving an educational establishment or a training provider, or a person that has been non-errployed with no experience or a person with consû'uction experience who has been unemployed for at least three months and is seeking emplo¡nnent. This may include on-site training and assessment, or offsite training, or a mix ofthese;

"Notice of Adjudication"

has the meaning given to it in paragraph 4 22 (Dispute Resolulion Procedure);

"Notification"

has the meaning given s olution Procedure);

to it in

of Schedule Part

Schedule Parl 22 (Dispute

Re

"Off-Site Tests"

I

To be confirmed (commercial/financial)

means such inspections and/or tests as the Construction Sub-Contractor shall, exercising Good Industy Practice, carry out on the Equipment and/or Materials prior to

SCHEDULE PART

1

delivering the same to Site or as otherwise referred to in clal;se 19A (Off-Site Tests) and Schedule Part I 1 (Zests);

"Operation and Maintenance Manuals"

means the written manuals, prepared by the Construction Sub-Contractor, to encompass the method of operation and

maintenance

of

each element

of the Facility in

sufÏicient

detail to allow a competent person to understand all material elements ofthe Facility and to operate, maintain, dismantle, reassemble and adjust all plant and equipment forming the same;

to it in

"Other Contrâct Document(s)"


"Other Works"

has the meaning given to it in Schedule Paft 36 (Enabling lí/orks : Completion tmd P osl-C ompletion Ob ligations);

"Other Works Completion"

means the achievement of Practical Completion (as defined in Schedule Part 36 (Enabling ll/orks: Completion and PosÍ-

S u b - C ontr a c t or

clause 5.4.2 (Constructîon

War r an ty);

Completion Obligations) in respect of the Other Works;

"Other Works Completion Date"

has the meaning given to it in Schedule Part 36 (Enabling llt orks : C ompletion and P os t-Completion Obligations)1

"Other Works Completion Stâtement"


to it in para 2.3.\ of Schedule Part 36

(Enabling Works: Completion and

Posî-Complerion

Obligations);

"Outline Commissioning Plan"

means the plan provided by tbe Construction Sub-Contractor in accordance with the Works Requirements as set out in the

Works Delivery Plan;

"Parent Company Guarantee"

means the parent comparìy guaraúee refened to in clause 994, the form of which is set out in Schedule Part 31 (Parent Company Guarantee in favour of Contractor), executed by the Guarantor;

"Party"

means a party to this Contract and 'Parties' shall be construed

accordingly;

"Payment Guarantee"

means the parent company guarantee referred

994, the form of which is set out in

to in

clause Schedule Part 33

(Contractor's Pawent Guarantee) executed by the Payment Guarantor;

"Payment Guarantor"

means Viridor Limited, Company Number 02456473;

"Payment Mechanism"


"Per{ormance Bond"

means

the


performance bond executed among the Contractor, the Construction Sub-Contractor and the Surety in the form as set out in Schedule Paft 37 (Performance

Bond);

SCHEDULE PART I

"Performance

Damages"

means the liquidated damages calculated in accordance with

part

2 of

Schedule Part s);

39 (Delay, Perþrmance and

Av ai lab i I ity D amage

"Performance

Deductions"



"Performance Guarantees" means those guarantees indentified as such

Part 45

Schedule

(Performance

in

and

part

2 of

Arailabilily

Gumantees);

"Performance

Test"

"Performance Test Certificate"

"Permit Longstop

Date"


means

a

it in Schedule Part l1 (Zesls)

certificate issued

by the

Contractor that the

Performance Test has been satisfìed;

means

the date which is 24 months after the

Planned

Readiness Date;

Off-Site Materials" "Permitted "Permitted

Purposes"

t'Permitting

Authority"

"Personal

Data"


it in clause 5lA.5A (Permitted Off-

Site Materials").

has the meaning given to Trade Marks cmd Data);

it in

clause

87

-7 (Licence to use

means the relevant competent regulatory authority purposes ofthe issuing of an Environmental Permit;

for

the

means personal data as defined in the DPA which is suppìied

to the Constluction Sub-Contractor by the Contractor or obtained by the Construction Sub-Contractor in the course of carrying out the Works or performing the Ser.,rices;

UK Government's Plivate Finance ìnitiative or any similar or replacement initiative (which the Parties

means the

recognise does not apply in Scotland);

"Physical Damage

Policies"

"Planned Readiness

Date"


means 28'h

it in clause 56.1 (Reinstatement);

lday 2015 as amended from time to time in

accordance with this Contract;

"Planned

Seryice Date"

means 22"d Jantary 2016 as amended from time to time in

Commencement

accordance with this Conûact;

"Planned Works Commencement I)ate"

means 22"d April 2013 as amended accordance witå this Contract;

from tirre to time in

"Planning

Act"

means the Town and Country Planning (Scotland)

"Planning

Application"

means any planning application subniitted or to be submitted

Act 1997;

by or on behalf of the Contractor pursuant to the Project Agreement to the appropriate Planning Authority in respect of the Facility and the Enabling Works (or any part) (including any amendment to the application) pursuant to the

SCHEDULE PART I

Planning Act;

Longstop Date"

"Planning Application

means 14'h February 2013 as amended from time to time in accordance with the Project Agreement;

"Planning Authority"

means the relevant authority for the puryoses

ofthe Planning

Acu

"Planning Obligation"

means any agreement or obligation undertaken pursuant to:

(a)

pursuant to section 75 ofthe Planning Act;

(b)

pursuant to section 69 of the Local Govemment

(Scotland) Act 1973:

(c)

with a roads authority in terms of section 48 or 96 or any provisions of the Roads (Scotland) Act 1984 or aly provision of similar intent;

(d)

with Scottish Water for the supply of water in terms of the Water (Scotland) Act 1980 or for the drainage of surface or foul water from the Site in terms of the Sewerage (Scotland) Act 1968; or

(e)

pursuant

to any agreement with a Relevant Authority or utility company relating to the passage or transmission of gas, water, electricþ, foul or surface water drainage or any of them;

"Planning Permission"

means the planning permission granted in relation to the Facility and the Enabling Works (where relevant) being in every case either:

"PPC Permit"

(a)

detailed planning pemission: or

(b)

planning permission in principle together with such approvals of matters which require to be approved by conditions as are required to enable the Construction Sub-Contractor to commence the Enabling Works and the Principal Works;

(c)

in every case granted by the Planning Authorìty, the local review body, the Scottish Ministers or a reporter appointed by them for that purpose

means a

pemit required and issued by SEPA pursuant to the

Pollution Prevention and Control

(Scotland)

Regulations 2000 in respect ofthe Facility;

"Pre-Processing Sub-

Co trâct"

means the contract entered into or to be entered into on or about the date hereof between the Construction SubContractor and the Pre-Processing Sub-Contractor;

SCIIEDULE PART

"Pre-Processing Sub-

Contractor"

1

means Enpure Limited, a company incorporated under the Companies Acts (company number 01678349) and having its registered office at Enpure House, Woodgate Business Park, Kettleswood Drive, Birmingham 832 3DB;

"Prescribed Rate"

means two point five per cent (2.5%o) above the base rate from time to time of the Bank of England;

"Principal Works"

means

all of the

works (including design and works

for obtaining access to the Site(s), commissioning and conduct of the Tests) to be undeúaken in accordance with this Contract in accordance with the Works Requirements, the Commissioning Requirements and the Works Delivery Plan, but excluding the Enabling Works; necessary

"Proceedings"

means any

ofthe following:

(a)

a calling in or detemination by the Scottish Ministers or any repofter appointed by them of the Planning Application under Section 46 ofthe Planning Act;

(b)

an appeal against

(c)

an application seeking to remove or modifu any conditions imposed by the Planning Permission;

(d)

ar application to the Planning Authority for review under section 434(8) ofthe Plæming Act or refusal (including Deemed Refusal) of any Planning Application;

an appeal against refusal (including Deemed Refusal) of any application to remove or modify any conditions imposed by the Planning Permission; and

(e)

an

application

to the Court

pursuant to

Sections 238 and 239 ofthe Planning Act;

"Procurement"

means the competitive dialogue procurement competition undertaken by the Authority in respect ofthe Project;

"Prohibited Act"

means:

(a)

offering. giving or agreeing to give to any servant of the Authority and/or the Contractor any gift or consideration of any kind as an inducement or reward:

(Ð

for doing or not doing (or for having done or not liaving done) any act in

relation to the obtaining

or

performance of this Contract or any

other contract with the Authority

SCHEDULE PART I

andlor the Contractor; or

(ir)

for showing or not showing favour or dislavour 10 any person in relation to this Contract or any other contract with the Authority and/or the Contractor;

(b)

entering into this Contract or any other contract with the Auihority and/or the Contractor in

connection with which commission has been paid or has been agreed to be paid by the Construction Sub-Contractor or on its behali or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the tems and conditions of any such contract for the payment thereof have been disclosed in writing to the Contractor; or

(c)

committing any offence:

(D

under the Prevention of Corruption Acts 1889-1916;

(ii)

under Legislation creating offences in respect of fraudulent acts;

(iiÐ

at

common

law in

respect of

fraudulent acts in relation to this Contract or any other contract with the Authority and/or the Contractor; or

(iv)

(d)

under the Bribery Act 2010;

defrauding or attempting to det'aud or conspiring to defraud the Authority and/or the Contractor;

means the provision of waste management facilities and services to the Authority by the Contractor as contemplated by the Project Agreement including the carrying out of the Works and the provision oflhe Services:

"Proiect Data"

means:

(a)

all Design Data that is: (i)

created by the Construction Sub-Contractor in the course of providing the Works; or (ii) created by a SubContlactor in the course ofproviding the Works

under written terms that provide for the lntellectual Property Rìghts in such Design Data to be assigned to the Construction Sub-

SCHEDULE PART

1

Contractor; and

(b)

any other materials, documents or data that are:

(i)

created by the Consûuction Sub-Contractor in the course ofproviding the Vy'orks; (ii) created by a Sub-Contractor in the course of providing

the Works under written terms that provide for

the

Intellectual Property Rights

in

such

materials, documents or data to be assigned to the Construction Sub-Contractor;

"Protester Action"

"Qualifying Change in Law"

means any picketing, demonstration, blockade, embargo or

other protester action (other than as a result of industrial action (i) which affects only the errployees of the Consbuction Sub-Contractor or its Sub-Contractors or (ii) in respect of matters arising fron.r this Contract or the Facility to be constructed pursuant to this Contract) taking place at the Facility or directly affecting access to the Facility; means:

(a)

a Discriminatory Change in

(b)

a Specific Cliange in Law; and/or

(c)

not used

Law; and/or

which was not foreseeable at the Effective Date; and,/or

(d)

any Legislation or Guidance coming irlto effect after the Effective Date giving effect to aliy of those documents or poìicies listed ili the Waste Law List; and/or

(e)

any change to or revocation of any condition of a PPC Permit for the Facility other than where such change or revocation arises as a result of:

(Ð

the acts or

omissions

of

the

Construction Sub-Contractor or any Sub-Contractor Construction Related Party (save for acts or omissions directly resulting from compliance with the Construction Sub-Contrâctor's obligations under the Contract); or

(ii)

(Ð

a¡y

any breach of the Contract by the Construction Sub-Contractor or anv Construction Sub-Contractor Related Party; and/or charìge made

by SEPA (and confirmed in

SCI{EDULE PART

1

wdting) to any guidance in relation to or any explanation or interpretation of any Legislation or Guidance relating to the Facility where the Construction Sub-Contractor can demonstrate that it had, acting reasonably and in accordance with Good Industry Practice, relied upon such guidance, explanation or interpretation except to the extent that such change arises as a result of: (Ð

the acts or

omissions

of

the

Construction Sub-Contractor or anv Construction Sub-Contractor

Related Party (save for acts or omissions directly resulting frorr compliance with the Construction Sub-Contractors obligations under this Contract); or

(iÐ

any breach of this Contract by the Construction Sub-Contractor or any

Construction

Sub-Contractor

Related Party; and/or

(g)

any change to or revocation of the Renewables

Obligation Certificate Regime

or the Lery

Exemption Regime or replacement of all or part of any such regime; "Readiness Date"

means

in

respect

of the Facility the date on which the

Readiness Test Certificate is issued in respect of that Facility

or in the event of referal for

determination under the Dispute Resolution Procedure pursuant to clause21.4.1 (Efect ofissue of Test Certificate) the date upon which it is determined that the Facility passed the Readiness Tests; "Readiness Longstop Date"

means such date as is twelve (12) months after the Planned Readiness Date;

"Readiness Test

Certificâte"

means a certificate issued by the Independent Certifier that the Readiness Tests have been satisfied;

"Readiness Tests"

means the Tests so described in Schedule Part I

"Recipient"


to it in

clause 49.1

I (Zesls);

.2 (VAT

on

pctyments);

"Reference Banks"

means, in relation to LIBOR, the London offices of The Royal Bank of Scotland Plc, Lloyds TSB Bank Plc, Barclays

Bank Plc or the principle office of such other banks

as

maybe agreed between the Parties;

"Refreshed Liability Cap"

has the meaning given Liability Cap);

in

clause 51C.3 (Refi'esh

of

the

SCHEDULE PART

1

"Reinstatement Outline"


it in clause 56.3.1 (Reinstatement);

"Reinstatement Plan"



"Reinstatement Works"



"Relevant Authority"

means any court with the relevant jurisdiction and any local, national or supra-national agency. inspectorate. ministerministry, official or public or statutory person ofthe Scottish

Govemment, or the govemment of the United Kingdom or ofthe European Union;

"Relevant Event"

means a Contractor Change, a Qualifzing Change in Law or a Compensation Event;

"Relevant Incident"


"Relevant Proceeds"

means any amounts standing to the credit of the Joint Insurance Account in accordance with clause 56.3.6

it in clause 56.3 (Reinstatement);

(ReinsÍatemenî);

"Relief Event"

means:

(a)

fire, explosion, lightning, storm, tempest, flood,

bursting

or

over{lowing

of water

tanks,

appâratus or pipes, ionising radiation (to the extent it does not constitute a Force Majeure Event), earthquakes, riot a¡d civil commotion; (b)

failure

by any statutory

undertaker, utility

company, local authority or other like body (but excluding for the avoidance of doubt the Authority as purchaser) to canJ out works or

provide services; (c)

any accidental loss or damage to the Facility or any roads servicing it;

(d)

not used;

(e)

any failure or shortage

of

power, fuel or

transpoft; (Ð

any btockade or embargo which does const¡tute a Force Majeure Evenl:

(e)

any: (D

official or unofficial strike;

(iÐ

lockout;

(iiÐ

go-slow; or

not

SCHEDULE PART I

(iv)

other dispute;

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

(h)

not used;

(D

the discovery of fossils, antiquities or human remains requiring action in accordance witb clause 14 (-Fossls and AnÍiquities); or

ú)

not used

(k)

not used

unless any of the events listed in paragraphs (a) to (i) inclusive arises (directly or indirectly) as a result of any wilful default or wilful act of the Construction SubContractor or any of its Sub-Contractors; "Request for Information"

shall have the meaning set out

in FOISA or

the

Environmental lnformation Regulations as relevant (where the meaning set out for the tem 'request' shall apply);

"Required Action"

lras the meaning given

to it in

clause33.3 (Action by

Contractor);

"Required Insurances"

means (Re

q

the

insurances specified

in

Schedule

"Retention"

means a $rm equal

I'Retention Bondt'

means a retention bond in the form set out 24 (Retention Bonà¡;

"Review Procedure"

means the procedure set out Procedure);

"Reviewable Design Data"

means the items of Design Data listed Schedule Part 9 (lReview Procedure);

"Road Consents"

means:

''RPI''

Part

10

uir ed In s uranc e s);

to 2.5Yo of the cumulative total of the amounts due in interim payments, subject to an aggregate maximum amounf eqtj,al to 2-5o/o of the Contract Sum;

in

Schedule

in Schedule Part Part 9 (Review

in Appendix 1 to

(a)

road construction consent; ol'

(b)

any other consents of a Relevant Authority required to execute works in a road or access required for the purposes of the Works;

in dataset rpilm (RPI all items reference CHAW) published by the Office of National means the index published

SCHEDULE PART I Statistics, or failing such publication or in the event of a fundamental change to the index, such other index as the Parties rray 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 or \ /orse position than they would have been had the index not ceased to be published or the releva¡t fundamental change not been made) or, in the event that no such agreement is reached, as may be determined in accordance with the Dispute Resolution Procedure;

"Sarpsborg Design Drawings"

means the commercially sensitive specifications, assembly drawings, piping and instrumentation diagrams, engineering

and manufacturing drawings and technical info¡mation formerly created or developed by the ACF Sub-Contractor for the purposes of the works on the Sarpsborg project in Norway, including the:

o

Control software;

.

Equipment lists;

.

Equipment specifications; P&IDs

.

Process

¡

Single Line Diagrams;

flow diagrams; and

"Satisfactory Planning Permission"

has the meaning given to it in Schedule Part 26 ( Planning);

"Screen Rate"

means,

in

relation

to LIBOR, the British

Bankers'

Association Interest Settlement Rate for Sterling for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or ceases to be available, the Construction Sub-Contractor may specify another page or service displaying tlie appropriate rate after consultation with the Contractor; means the Scottish Environment Protection Agency;

"Service Commencement"

means the commencement

"Services"

means the whole

provided

or any of them to be pursuant Contractor to the Project

of the

by the

ofthe Services: services

Agreement, as further defined in the Project Agreement;

"Sewice Commencement Date"

means the date on which Service Commencement occurs in accordance with clause 21 .1 .3 (Service Commencemenl

Date);

"Shareholders"

means any person from time to time holding share capital in

the Construction Sub-Contractor or its Holding Company;

SCHEDULE PART I

"Site(s)"

means tlìe Enabling Works Sites and the Facility Site;

"Site Conditions"

means the conditions of the Site(s) including climatic, hydrological, hydrogeological, ecological, environmental, geotechnical and archaeological conditions;

"Site Plan(s)"

mears the plan of the Site(s) identified as the 'Licence Plan' and set out in Schedule Part 7 (S/e Information);

"Snagging Items"

means minor defects, deficiencies or omissions of a snagging

nature which do not prevent the Independent Certifier from issuing either

(a)

an Acceptance Test Certificate in relation to the relevant Facility;

(b)

the Main Enabling Works Completion Statement in relation to the Main Enabling Works;

(c)

'Works the Other Completion Statement in relation to the Other Works; or

(d)

the

Sub-Station Relocation Works Completion

Statement in relation to the Sub-Station Relocation

Works; "Snagging

List"

means the list to be prepared by the Independent Cerlifier in accordance with clause 21.5.1 (Snagging ltems) or paragraph

2 (Completion of the Enabling Works) of Schedule Part 36 (Enabling Works: Completion and Post-Completion Obligations) containing Snagging ltems; "Snagging Programme"

meals the programme for making good Snagging Items to be

agreed

or

determined

in

accordance

with

clause2l.5

(Snagging lterns);

"Special Waste"


to it in Regulation 2 of the Special

Waste Regulations 1996 (as amended);

"Specific Change in Law"

means:

(a)

any Change in Law which specifically refers to the construction, operation and maintenance of premises for the provision of any services the same as or similar to aly of the Services;

(b)

in the case of the Facility any Change in Law which specifically refers to emissions from industrial facilities; or

(c)

any Change in Law that discriminates against the sale of electricity generated from a thermal treatment facility;

SCHEDULE PART

in

1

"Strategic Spares"

means the spare or replacement pafts detailed Part 46 (Critical Spares List);

"Sub-Contractor"

means any person engaged by the Construction SubContractor from time to time as may be permitted by this Contract to procure the provision of any part of the Works.

"

Sub-Contractor Advance

Payment Bonds"

"Sub-Contractor Breakage Cost"

Schedule

References to "sub-contractors" means sub-contractors any tier) ofthe Conshuction Sub-Contractor;

(of

means the bonds set out in Schedule Part 38 to each of ACF Sub-Contract and Pre-Processing Sub-Contract;

tle

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

(a)

the Losses are incured in connection with the Project and in respect of the completion of Works, including:

(Ð

any materials or goods ordered or Sub-

Contracts placed that cannot be cancelled without such Losses being incuIred;

(b)

(iÐ

any expenditure incuned in anticipation ofthe completion of works in the future;

(iii)

the cost of demobilisation including the cost of any relocation of equipment used in connection with the Works; and

(iu)

redundancypayments;

the Losses are incured under arangements and/or agreements that are consistent with tems that have been entered into in the ordinary course of business and on reasonable commercial terms. Such losses shall be no

greater than twenty million

pounds

(f20,000,000) sterling where force majeure termination compensation is payable by the Contractor in accordance with clause 70; and

(c)

"Sub-Contractor Paymenl Evidence"

the

Construction Sub-Contractor and the relevant Sub-Contractor have each used their reasonable endeavours to mitigate the Losses;

mea¡s in respect of any sums received by the Construction Sub-Contractor on account of any previous interim applications for payment documentary evidence sufficient to demonstrate to the Contractor:

SCHEDULE PART

1

(a)

that the Construction Sub-Contractor has made payment of such sums to the relevant Sub-Contractor; andlor

(b)

where the Construction Sub-Contractor has failed to make any payment of such sums (or any part thereof.¡ to the relevant Sub-Contractor in accordance with the terms of the relevant Sub-Contract, that the Construction SubContractor had properly withheld (including an

explanation

of the

grounds

for

such

withholding) payment of such sums from the relevant Sub-Contractor in accordance with the terms of the relevant Sub-Contract;

"Sub-Contracts" Relocation

has the meaning given to it in Schedule Part 36 (Enabling lIlorks : C ompletion and Post-Completion Obligations);

Sub-Station Relocation

means the achievement of Practical Completion (as defined in Schedule Part36 (Enabling l4/orks: Completion and PostCompletion Obligations) in respect of the Sub-Station

" Sub-Station

Works" "

means the coúracts entered into between the Con.t l.r"tion Sub-Contractor and the Sub-Contractors;

Works Completion"

Relocation Works;

"Sub-Station Relocation Works Completion Dâte"

has the meaning given to it in Schedule Part 36 (Enabling Iirorks : Completion and P osl-Completion ObligaÍions)i

"Sub-Station Relocation Works Completion Statement"


"Substitute Waste"


"Supplier"


(Enabling l|/orks:

to it in para 2.3.1 of Schedule Part 36 Completion and Post-Completion

Obligations);


to it in

clause 49.1

.2 (VAT

on

Payments);

ItSuretyrr

means the Approved Surety or such other bond provider as

may be apploved in writing by the Contractor from time to time; ,,rlrâx,r

means any kind of tax, duty, levy or other charge (other than VAT) whether or not similar to any in force at the Effective Date and imposed by a Relevant Authority;

"Technology Contractors"

means the ACF Sub-Contractor and the Pre-Processing SubContractor, or such other technology contractors as may be appointed in accordance with the provisions ofthis Contract;

"Technology Contractors' Equipment"

means the mechanical and electrical plant and equipmeni

installed or

to be installed by the Pre-Processing

Contractor and/or relative to the ACF Works;

Sub-

SC}IEDULE PART

1

"Termination Date"

means any date of early temination of this Contract in accordance with Part XII of this Contract or any other provision of this Contract which operates to terminate this Contract prior to the Expiry Date;

"Termination Notice"

means a notice of termination issued in accordance with this

Contract; means any amount that may be payable in accordance with

"Termination Sum"

clauses 66 (Compensation on Terminafion for Conlraclor Default), 68 (Compensation on Termination for Conistruction Sub-Contractor Default), 10 (Compensat¡on on Termination for Force Majeure), 72 (Compensation on Termination for

Corrupt Gifis and Frarcl) and 74 (Compensotion

on

I/ohffifary Tetmination by the ConÍractor);

"Test Certificate"

means the Readiness Test Certificate or the Acceptance Test Cefi ifi cate as appropriate;

"Tests"

means the Readiness Tests and Acceptance Tests

as

appropriate;

"Third PaÉy Consents"

means, in relation to any Adverse Right which would or might be interfered with by the carrying out of the Works or Services, the consent in writing of all Adjoining Owners entitled to or interested in the Adverse Right in question to either:

(a)

the removal or diversion (whether temporarily

or permanently) of the subject matter of

the

Adverse Right in question; or

(b)

the carrying out of the Works or

Services

notwithstanding such interference,

such consent in each case to be on terms previously approved in writing by the Contractor (such approvaì not to be unreasonably withheld or delayed);

"Third Party Waste"



"Title Deeds"



Pafi

Rights"

means any rights pefaining to the Authority's interest in the Site(s) which are not disclosed in the Title Deeds;

"Uninsurable"

means in relation to a risk, either that:

"Undisclosed Third

(a)

insurance is not available to the Contractor in respect ofthe Project in the worldwide insurance market with reputable insurers of good standing in respect ofthat risk; or'

SCI{EDULE PART I

(b)

the insurance plemium payable for insuling that risk is at such a level that the risk is not generally being insured against in the worldwide insurance market with reputable insurers ofgood standing by contractors in the United Kingdom;

"Uninsured Losses"

means losses arising fiom any risks against vihich the Contractor, the Construction Sub-Contractor or any Contractor Related Party or any Construction SubContractor Related Party does not mâintain insurance (where not required to maintain insurance for such risks under this Contract or by law);

"Unsuitable Third Party"

means any of:

(a) (b)

any person or party who has a material interest in the production, distribution or sale oftobacco products, alcoholic drinks and/or pomography; any person or party whose activities are, in the

reasonable opinion incompatible

of the

Contractor, residual

with the provision of

waste treatment in the area; or

(c)

any person or party whose activities, in the reasonable opinion of the Contractor, could pose a threat to nalional securiry:

'rvAT"

means any value added taxes;

"Waste"

has the meaning ascribed to

"Waste Collection

means

Authority"

Section 30(3) ofthe EPA;

ItWaste Law

List"

"Waste Reception Hall"

it in Section 75 ofthe EPA;

a waste collection authoritv in

accordance with

anticipated Changes in Law set out in Schedule Part 14 (!|/asle Law Lisr) ofthe Project Agreement;

means

the

means that part of the Facility which is designed serves as the Delivery Point for Contract Waste; means any Waste Collection Authorities

for

and

in the Authority's

administrative area; means the Enabling Works and the Principal Works;

"Works Commencement Date"

means the date on which the Construction Sub-Contractor commences the Works at the relevant Site(s);

"Works Delivery Plan"

means the plan for providing the Works to satisfy the Works

Requirements as set out Requbements);

in

Schedule Parf

2

(Conlractor's

SCHEDULE PART

"Works Period"

1

means the period from the Works Commencement Date to

if later, the date on which Other Works Completion has been achieved, in which case during the period from the Service Commencement Date to the date on which Other Works Completion has been achieved, any obligations stated in the Contract to apply only during the Works Period shall apply only in respect of tle Other Works; and the Service Commencement Date or,

"Works Requirements"

means the specification contained in Schedule Part 2 (Contraclor's Requirements), as the same may be amended in accordance with the Contract..

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