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 I: DEFINITIONS
1. Definitions
1.1 Except where the context otherwise requires capitalised terms shall have the followìng
meanings:
means the Local Government in Scotland Act 2003;
"Abandon"
means not to cany out any Works contemplated by the
Construction Programme at the Site for twenty (20)
consecutive Business Days or during sixty (60) days
(whether consecutive or not) in any Contract Year;
"Acceptance
Longstop means such date that is twelve (12) months after the Planned
Date" Selice Commencement Date;
"Acceptance
Test means a certificate issued by the Independent Certifier that
Certifìcate" the Acceptance Tests have been satisfied;
"Acceptance
Tests" means the Tests so described in Schedule PaIt I I (Z¿sls);
"Accepted"
has the meaning given to it in the Project Agreement;
"ACF
Facility" mears the completed advanced conversion facility to be
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-
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" means Energos Limited (Company Number 03109022)
whose registered address is at Ener-G House, Daniel
Adamson Road, Salford, Manchester M50 lDT;
"ACF
Sub-Contractor means all or any (as the context so requires) of:
Escrow Agreemenl"
(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.
"ACF
Sub-Contractor
Design Drawings"
"ACF
Sub-Contractor
Design Escrow Agreernent"
"ACF
Sub-Contractor
Manufacturing Drawings"
(b)
(c)
SCIIEDULE PART 1
means tÏe Knowsley Design Drawings, the Sarpsborg
Design Drawings and the Glasgow Design Materials;
means an agreement of even date with this Contract entered
into by the Construction Sub-Contractor, the ACF Sub-
Contractor 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);
means:
(a) software source code including procedures for
building, compiling and uninstalling the software,
including names, version numbers and licence
information;
detailed engineering drawings / manufacturing
drawings for the ACF Sub-Contractor's intellectual
propefty packages (boiler, gasifier, control system);
and
detailed specifications for the ACF Sub-Contractor's
intellectual property packages (boiler, gasifier,
control system),
but excluding:
(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 Sub-
Contractor is required to provide as Reviewable
Design Data in accordance with the Contract;
means an agreement of even date with this Contract entered
"ACF
Sub-Contractor
Manufacturing Escrow
Agreement"
"ACF
Sub-Contractor
O&M Drawings"
"ACF
Sub-Contractor
O&M Escrow Agreement"
"ACF
Sub-Contractor
Sensitive Material"
"ACF
Sub-Contractor
Source Code"
"ACF
Trade Contract
Works"
"ACF
Works"
SCIIEDULE PART 1
into by the Construction Sub-Contractor, the ACF 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 Sub-
Contractor (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 Sub-
Contractor 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;
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 Sub-
Contractor O&M Drawings and manuals and the ACF Sub-
Contractor Source Code to the Escro\¡/ Agent and, on the
occnrence of a Release Event (as defined therein), the
subsequent release thereofto the Contractor;
means the ACF Sub-Contractor Design Drawings, the ACF
Sub-Contractor Manufacturing Drawings, the ACF Sub-
Contractor O&M Drawings and the ACF Sub-Contractor
Source Code:
means the source code in the control system for the ACF
Facility;
has the meaning given to it in clarse 4.2.2;
means the works 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;
"ACF
Works Sub-
Contrâctor"
"Ad
Hoc Waste"
"Adjoining
Owners"
"Adjoining
Property"
"Adjudicator"
"Advance
Payment"
"Adverse
Rights"
"Affected
Party"
"Affiliate"
"Amended
Reinstatement
Outline"
"Ancillary
Documents"
SCHEDULE PART I
means any sub-contractor appointed by the Construction
Sub-Contractor in respect of the ACF Works other than the
ACF Sub-Contractor;
has the meaning given to it in the Project Agreerrent;
means all owners and occupiers of Adjoining Propeúy;
means any la¡d and/or propeÉy adjoining or in the
neighbourhood ofthe Site(s) and each and every part thereof
including all Conduits, roads, footpaths, walls, fences,
buildings and other erections and all service media and other
apparatus on, under or within such land and/or property;
has the meaning given to it in paragraph 4, of Schedule Part
72 (Dispute Resolution Procedure);
means the advance payments identified as such in Schedule
Part 4 (Payment Milestones);
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;
has the meaning given to it in the definition of Force
Majeure Event in this Schedule Part | (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;
has the meaning given to it in clause 56-3.3 (Reinstatement);
means:
(a) the Pre-Processing Sub-Contract;
prior to an Option B Election, the ACF
Sub-Contract; or
following an Option B Election, the ACF
Sub-Contract and tle Trade Contracts;
(Ð (b)
(ii)
"Ancillary
Rights"
"Appropriate
Limit"
"Approved
Surety"
SCHEDULE PART 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 Sub-
Contractor 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;
has the meaning given to it in clause 85.7 (Freedom oJ
Inlormation):
means Liberty Mutual Insurance Europe Limited, a company
incorporated under the Companies Acts (company number
1088268) and having its registered office at 3rd Floor, Two
"Approved
Surety Credit
Rating"
"Arbitrator"
"As
Built Drawings"
"Assets"
SCHEDI}I,E PART 1
Minster Court, Mincing Lane, London EC3R 7YE;
means a financial strength or equivalent credit rating
assigned by Standard & Poor's Cotporation being not less
than A- or equivalent rating by another credit agency;
has the meaning given to it in paragraph 14 of Schedule
Part 22 (Dispute Resolution Procedure);
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;
means all assets and rights 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:
(a) 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);
any spare parts, tools and other assets (together
with any warranties in respect of assets being
transfered);
not used
not used;
not used
where termination occurs following termination
of the 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
Counsel or the Construction Sub-Contractor's
consultants relating to any Planning Application,
Environmental Permit, Planning Permission, or
(d)
(e)
(Ð
(e)
(h)
"Associated
Company"
"Authority
Change"
"Authority
Materials"
'rAuthority
Project
Intellectual PropeÉy"
'rAuthority
PropeÉy"
"Authority
Related Paúy"
"Authority's
Representative"
"Availability
Damages"
"Availability
Guarantees"
SCHEDULE PART 1
Proceedings,
but excluding any assets and rights in respect of which the
Authority is ñrtl legal and beneficial owner;
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;
has the meaning given to it in the Project Agreement;
has the meaning given to it in clause 87 .11.2 (Consequences
of T e r m in at i o n / Exp i r y);
means all Intellectual Property Rights owned by the
Authority and subsisting in any Disclosed Data, the Project
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;
means any assets or property belonging to the Authority or
for which it is responsible;
means any ofthe following:
(a) an officer, servant, employee or agent of the
Authority acting in that capacity; or
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;
means the representative appointed by the Authority
pursuant to clause 9.1 ofthe Project Agreement;
means the damages calculated in accordance with Schedule
Paú39 (Delay, Perþrmance and Availability Damages);
means those guarantees identified as such in part 2 of
Schedule Paft 45 (Performance and Avøilability
Guarantees);
(b)
rrAvailability
TestÍ
"Availability
Test
Certificate"
"Basic
Design Proposals"
"Beneficiary"
"Business
Day"
"Capital
Expenditure"
"Carbon
Management
Plan"
"CDM
Co-ordinator"
"CDM
Regulations"
"
Certilicatio n
Requirements"
"Change
in Costs"
"Change
in Law"
SCHEDULE PART 1
has tìe meaning given to it in Schedule Part 11 (Zesls);
means a certificate issued by the Contractor that the
Availability Test has been satisfied;
means the basic design set out or referred to in Schedule Part
28 (Basic Design Proposal);
has the meaning given to it in clause63.l (Conduct oJ
Claims);
means a day (other than a Saturday or Sunday) on which
banks ale open for domestic business in the City of
Glasgow;
means any expenditure which falls to be treated as capital
expenditure in accordance with generally accepted
accounting principles in the United Kingdom from time to
time;
means the carbon management plan to be established and
maintained in accordance with Schedule Part 2 (Contractor's
Requirements)t
means Jacobs Engineering U.K. Limited (Company Number
02594504) whose registered address is at 1180 Eskdale
Road, Winnersh, Wokinghan.r, Belkshire RG4l 5TU;
means the Constmction (Design and Management)
Regulations 2007;
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;
means 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
means the coming into effecf afïer 27tì April 2012 of:
(a) 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
"Change
in Project Costs"
"Clinical
Waste"
"Collateral
Warranty"
"Commercially
Available
Software Package"
"
Comrnercially Sensitive
Information"
"Commissioning
Period"
"Commissioning
PIan"
"Commissioning
Requirements"
"Community
Benefits"
"
Communify Benefits Plan"
"Community
Benefits
Requirements"
"Companies
Act"
SCI{EDI ]I,E PART 1
(iv) as a proposal in the Official Joumal
of the European Communities;
(b) any Guidance; or
(c) any applicable
judgment
of a relevant court of
law which changes a binding precedent;
has the mearing given to it in Part 1 (Defnitions) of
Schedule Part 21 (Change Protocol)t
has the meaning given to it in Regulation 1 (2) of the
Controlled Waste Regulations 1 992;
means a collateral warranty in the relevant form as set out in
Schedule Part 25 (Forms ofCollateral lTarranty);
has the meaning given to it in clause 87.6.2 (Computer
Data);
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);
means the period between the Readiness Date and the
Serwice Commencement Date;
means the detailed plan developed in accordance with the
Commissioning Requirements;
means the requirements for 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;
means the maximum economic and social benefit from
general capital investments and wider procurement activity;
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 Sub-
Contractor's Proposals;
means the requirements in relation to Community Benefits
set out in Section 1 of Schedule Part 2 (Contraclor's
Requìrements);
means the Companies Act 2006;
"Compensation
Event"
"Conduits"
"Confidential
Information"
SCIÌEDULE PART 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) the discovery of Unknown Historic Contamination,
as defined in Schedule Part 34 (Environmentaï1, on
the Sites (or any of them);
(c) a delay in the completion of the Grid Connection
'Works;
(d) 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;
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;
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:
"Consents"
"Consents
List"
"Construction
Programme"
"Construction
Sub-Contrâct Dispute"
"Construction
Sub-
Contrâctor Change"
"Construction
Sub-
Contrâctor Change Notice"
"Construction
Sub-
Contractor Default"
(a)
(b)
(c)
(d)
SC}IEDULE PART 1
means all permissions, consents, approvals, certificates,
permits, licenses and authorisations of a Relevant Authority
required for the performance of any ofthe Construction Sub-
Contractor's obligations under this Contract including for the
avoidance ofdoubt:
all Environmental Permits;
all Planning Permissions;
all Planning Obligations; and
all Road Consents,
but excluding the Contractor's Necessary Consents;
has the meaning given to it in clause 12.5.1 (Consents);
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;
has the meaning given to it in paragraph 18 of Schedule Part
22 (Dispute Res olution Procedure);
has the meaning set out in Schedule Part 21 (Change
Protocol);
has the meaning given to it in Schedule Part 21 (Change
ProtocoD;
means any one or more ofthe following events:
a breach by the Construction Sub-Contractor of
its obligations under this Agreement, which
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; .
not used
an Insolvency Event occurs in respect of the
Constmction Sub-Contractor or tle Guarantor;
a breach of clause 81.2 (Restriction on the
C onstruclion Sub -Contractor) occurs;
not used;
(a)
(b)
(c)
(d)
(e)
(Ð
SCHEDULE PART I
the Construction Sub-Contractor Abandons the
Works at any time;
not used;
failure to achieve the Works Commencement
Date by such date as is one (l) month after the
Planned Works Commencement Date;
the Readiness Test Certificate for the Facility
has not been issued by the Readiness Longstop
Date;
the Acceptance Test CeÍificate for the Facilþ
has not been issued by the Acceptance Longstop
Date;
not used
not used;
not used;
not used;
not used;
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;
not used;
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;
the Contractor becoming entitled to terminate in
accordance with clause 20.5.7
reaching:
the Maximum Delay Damages; or
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
(D
ú)
G)
(h)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
G)
(t)
(D
(iÐ
(u)
(v)
(a)
(b)
(c)
SCI{EDULE PART 1
(iii) where the Liability Cap has been refreshed
in accordance with clause 51C.3 (Refresh of
the Liability Cap), a sum equal to 800/o
(eighty percent) of the Refreshed Liability
Cap has been reached at any time;
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
provide 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
accordance with clause 994;
all insurance which the Construction Sub-
Contractor is obliged by Law to carry;
the insurances refened to in Part 2 of Schedule
Part 10 (Required Insurances);
the Professional Indemnity Insurance policy to
be maintained pursuant to clause 55.13;
not used; and
material damage insurance in respect of its own
temporary buildings, plant and equipment;
means all or any programmes, software, code, databases,
data materials, works (whether Iiterary, artistic or otherwise),
know how and/or information other than any Project Data
which are used from time to time by the Construction Sub-
Contractor 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;
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 Sub-
Contractor (other than the Contractor or any Contractor
Related Party);
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
"Construction
Sub-
Contractor Insurances"
"Construction
Sub-
"Contractor
Materials"
"Construction
Sub-
Contractor Related Party"
"Construction
Sub-
Contractor's Proposals"
(d)
(e)
I'Construction
Sub-
Contractor's
Representative"
'rConstruction
Works
Programme"
"Consultation"
"Contamination"
"Contrâct"
"Contrâct
Month"
"Contract
Period
"
"Contract
Sum"
"Contract
Waste"
"Contract
Year"
"Contractor
Change"
"Contractor
Change
Notice"
SCIIEDULE PART 1
document in accordance with this Contract;
means the person to be appointed by the Construction Sub-
Contractor pnrsuant to clause 9.2 (Representatives of the
C ons truction Sub -C onf r actor):,
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;
has the meaning given to it in paragraph 2 of Schedule Part
22 (Dispute Resolution Procedure);
has the meaning given to it in Schedule Paú 34
(Environmental);
means this contract comprising of clauses 1 (Defnitions and
Interprctation) fo 102 (Governing Law and Jurisdiction)
inclusive together with Schedule Parts 1 (Definitions) to 46
(Critical Spares Zlsl) inclusive and the Construction Sub-
Contractor's Proposals;
means each successive calendar Month in a Contract Year;
means the period flom and including the Effective Date to
the Expiry Date, or if earlier, the Termination Date;
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,
has the meaning given to it in the Project Agreement;
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
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;
has the rneaning given to it in Schedule Part 21 (Change
Protocol);
has the meaning given to it in Schedule Parl 27 (Change
Protocol);
(b)
"Contrâctor
Defâult"
"Contractor
Default
Termination Sum"
"Contractor
Insurances"
"Contractor
Pâyment
Guarântee"
"Contractor
PropeÉy"
"Contractor
Related Party"
"Contractor's
Necessary
Consents"
SCTIEDULE PART 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 Payment
Guarantee in accordance with clause 99A.6
(Payment Security)
means the amount payable in accordance with clause 66
(Compensation on Tetminafion
for
Contractor Default):
means the insurances referred to in Part I of Schedule Part
1 0 (Required Insurmces);
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;
means any assets or property belonging to the Contractor or
for which it is responsible;
means any ofthe following:
(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;
means the Planning Permission and the PPC Permit;
l
l
!
"Contractor's
Representative"
"Contractor's
Requirements"
"Conviction"
SCI{EDULE PART 1
means the representative appoìnted by the Contractor
pursuart to clause 9.1 (Representative ofthe Contractor);
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;
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);
has the meaning given to it under the Project Agreement;
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
under the Contract;
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.
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);
means the Works Delivery Plan and the Services Delivery
Pla¡;
means the point of discharge of Contract Waste as defined
within the relevant Delivery Plans;
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 Sub-Contractor's
obligations under this Contract;
"Deductions"
"Defect"
"Defects
Liabilitv Period"
"Delay
Damages"
"Delivery
PIans"
"Delivery
Point"
"Design
Data"
"Designers"
"Direct
Losses"
"Disclosed
Data"
"Discriminatory
Change in
Law"
"Disputed
Amount"
"Dispute
Resolution
Procedure"
''DPA''
"Duty
of Care
Requirements"
"Effective
Date"
SCTIEDULE PART 1
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;
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;
means information relating to the Project disclosed to the
Construction Sub-Contractor a¡d its Shareholders and
advisers, including all documentation issued during the
tender process in relation to the Procurement;
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;
has the meaning given to it in clause 45.5 .2 (Dßputed
Amounts);
means the procedure for the resolution of disputes set out in
Schedule P art 22 (Dispute Res olution Procedwe);
means the Data Protection Act 1998;
means the requirements of The Environmental Protection
( Duty olCare) Regulations l99l:
means the last date ofexecution ofthis Contract;
"Emergency"
"Enabling
Works"
"Enabling
Works Sites"
"Enlorced
Closure"
"Environmental
Information Regulations
"
"Environmental
Permits"
SCI{EDULE PART 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);
has the meaning given to it in Schedule Pan 36 (Enabling
Works : Completion and P osTC ompletion Re quirements);
has tlre meaning given to it in Schedule Part 36 (Enabling
Itr/orl<s : Completion and Posr-Completion Requirements);
means that the Facility is required by law and/or any
Environmental Permit to be closed to the reception of Waste;
means the Environmental Infomation (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;
llteans
(a) a PPC Permit;
(b) 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 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
"EPR
Costs"
"Equipment"
"Equivalent
Project Relief
'
"Dscrow
Agent"
"Estimâted
Change in
Project Costs"
"Excluded
Waste"
"Excusing
Cause"
"Expiry
Date"
"Facility"
"FaciliÇ
Site"
"Fees
Regulations"
"Final
Equipment List"
"Financial
Close"
''FOISA''
SCHEDULE PART 1
Contractor Financial Claim, a Contractor Extension Claim
and/or an EPR Claim;
means 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;
means a benefit or relief (including any payment,
compensation or darnages), under or in connection with the
Project A$eement to which the Contractor is or becomes
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;
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;
means in respecf of any Relevant Event any estimated
Change in Costs;
has the meaning given to it in the Project Agreement;
means tlrose events listed in clause 41.2 (Excusing Causes);
means the date occurring twelve (12) years following the
Service Commencement Date;
means the waste treatment plant to be constructed at the
Facility Site;
mea¡s the area hatched in rcd on the Licence Plan;
means the Freedom of Information (Fees for Required
Disclosure) (Scotland) Regulations 2004;
has the meaning given to it in clause 30.1.5 (Equipment);
means the Effective Date;
means the Freedom 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;
"Force
Majeure Event"
"Glasgow
Design
Materials"
"Good
Industrv Practice"
"Grid
Connection Date"
"Grid
Connection Works"
SCI{EDULE PART 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 Sub-
Contractor 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;
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);
relative to that palt of the design of the ACF Works as is
prepared by the ACF Sub-Contractor on or before the Works
Commencement Date (as defined therein);
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;
means the date for the completion of the Grid Connection
rüy'orks
being the
"33kV
power-on date" as shown on the
Construction Programme;
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
"Guarantor"
"Guidance"
"Health
and Safety File"
"Holding
Company"
"Indernnified
Party"
"Indemnifier"
"Indemnifying
Parfy"
"Independent
Certifier"
"Independent
Certifier's
Appointment"
"Indexed"
"Indirect
Losses"
SCI{EDULE PART 1
8.1 ofSection 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;
means any applicable guidance or directions with which the
Const'uction Sub-Contractor is bound to comply;
has the meaning given to 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;
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;
has the meaning given to it in clause 61.4 (Notification of
Claims);
has the meaning given to it in clause 63.1 (Conduct of
Claims);
has the meaning given to it in clause 61.4 (Notifcation of
Claims);
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;
means tìe executed appointment ofthe Independent Certifier
contained in Schedule Part l2 (Independent Certifier's
Appointment) of the Project Agreement;
has the meaning given to it in the Project Agreement;
means loss of profits, loss of use, loss of production, loss of
business, loss of business opportunity, or any claim for
consequential loss or for indirect loss of any nature provided
always and notwithstanding the foregoing, any losses
pursua¡t to clause 54.2 shall not be excluded by reason of
this definition;
has the meaning given under section 73 of the Freedom of
lnformation (Scotland) Act 2002:
means one or more of the following events in respect of the
party in question:
"Information"
"Insolvencv
Event"
(a)
(b)
(c)
SCTIEDULE PART 1
a couft makes an order that the party be wound
up or a resolution for a voluntary winding-up of
the parf is passed;
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;
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;
an administration order is made or an
administrator is appointed in respect of the
palty; or
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;
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;
(d)
(e)
"Intellectual
Property
Rights"
"Joint
Insurance Account" means the
joint
bank account in the names ofthe Contractor
and the Authority;
"Key
Sub-Contract"
"Key
Sub-Contractor"
"Knowsley
Design
Drawings"
SCHEDULE PART 1
means a sub-contract between the Construction 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;
means each Technology Contractor, each Designer and each
of the sub-contractors appointed by the Conshuction Sub-
Contractor 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
manufacture of CHP units;
o
fabrication and installation of anaerobic digestion
facility;
.
fabrication and installation ofair cooled condensers: and
.
fabrication and installation of fumace;
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;
"Knowsley
Project"
"Landfill
Directive"
"Landfill
Tax"
"Latent
Defects"
"Latent
Defects Liability
Period"
"Leading
Counsel"
"Lease"
SCIIEDULE PART 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 Sub-
Contractor (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;
has the meaning given to it in Council Directive 1999/31
IEC;
has the meaning set out in Section 39(1) of the Finance
Act 1996;
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;
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);
has the meaning given to it in Schedule Part26 (Planning);
has the meâning given to it in the Project Agreement;
"Legislation"
I'Liability
Capt'
(c)
SCHEDULE PART 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
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 for Sterling for
that payment),
the arithmetic 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;
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:
the Construction Sub-Contractor
or any
Construction Sub-Contractor Related
pafty
committing any Prohibited Act;
the Construction Sub-Contractor
or anv
Construction Sub-Contl.actor
Related
paní
committing fraud;
the Construction Sub-Contractor
Abaudoning
the
'dy'orks,
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
interest on late paymelìts;
(a)
(b)
(c)
(d)
(e)
"Licence
Plan"
"Licensed
Purposes"
"Liquidated
Damages"
"Look
Forward Milestone
Activity"
"Look
Forward Milestone
ActiYity Date"
"Losses"
"Main
Enabling Works"
"Main
Enabling Works
Completion"
"Main
Enabling Works
Completion Date"
"Main
Enabling Works
Completion Stâtement"
"Materials"
SCHEDULE PART I
means the 'Licence Plan' identified as such in Schedule Part
7 (Site Information);
means:
(a) the ma¡ntenance. management, provision.
carrying out, replacement and/or operation of the
Facility ald/or the Services; and/or
(b) the maintenance, management, provision,
carrying out, replacement and/or operation of
services analogous to the Services but provided
by a third party; and/or
(c) the receipt of the Services and/or any services
analogous to the Services but provided by a third
party;
meâns Delay Damages, Availability Damages and
Performance Damages;
means the activities identified as such in the Construction
Works Programme;
means the date being six (6) months after the date set out in
the Construction Works Programme for completion of the
corresponding Look Forward Milestone Activity;
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;
has the meaning given to it in Schedule Part 36 (Enabling
I|lorl<s : Completion cnd 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;
has tle meaning given to it in Schedule Paft 36 (Enabling
Ilorlrs : Completion and P oslCompletion Obligations);
has the meaning given to it in para2.3.1 of Schedule Part 36
(Enabling IIlorks: Completion and Post-Completion
Obligations);
means materials, machinery, plant and other items of
equipment intended to form part of the completed Works
under and in accordance with this Conhact,
"Maximum
Availability
Damages"
"Maximum
Delay
Damages"
"Maximum
Liquidated
Damages"
"Maximum
Performance
Damages"
"Medium
Value Change"
"Milestone"
"Milestone
Activities"
"Minimum
Credit Rating"
"Minimum
Tonnage"
,,Month
SCHEDULE PART I
means an amount equal to 10olo ofthe Contract Sum;
means an amount equal to 10o% ofthe Contract Sum;
means an âmount equalto 20%o ofthe Contract Sum;
means an amount equal to 15% of the Contract Sum;
has the meaning given to it in Schedule Part 2l (Change
Protocol);
means the date upon which a Milestone Activity has been
achieved,
means the milestone activities refered to ìn the column
entitled "Milestone Description" 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;
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;
means 175,000 tonnes of Contract Waste per Contract Year;
means aly month in a Contract Year provided that:
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
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,
(a)
(b)
"Municipal
Waste"
"Net
Asset Worth"l
"New
Entrant"
"Notice
of Adjudication"
"Notification"
"Off-Site
Tests"
SCI{EDULE PART 1
and the term Months shall be construed accordingly;
means Waste which by virtue of Legislation a local authority
has a statutory duty or power to collect,;
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;
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;
has the meaning given to it in paragraph 4 of Schedule Part
22 (Dispute Resolulion Procedure);
has the meaning given to it in Schedule Parl 22
(Dispute
Re s olution Procedure);
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
I
To be confirmed (commercial/financial)
"Operation
and
Maintenance Manuals"
"Other
Contrâct
Document(s)"
"Other
Works"
"Other
Works Completion"
"Other
Works Completion
Date"
"Other
Works Completion
Stâtement"
"Outline
Commissioning
Plan"
"Parent
Company
Guarantee"
"Party"
"Payment
Guarantee"
"Payment
Guarantor"
"Payment
Mechanism"
"Per{ormance
Bond"
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);
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;
has the meaning given to it in clause 5.4.2 (Constructîon
S u b - C ontr a c t or War r an ty);
has the meaning given to it in Schedule Paft 36 (Enabling
lí/orks : Completion tmd P osl-C ompletion Ob ligations);
means the achievement of Practical Completion (as defined
in Schedule Part 36 (Enabling ll/orks: Completion and PosÍ-
Completion Obligations) in respect of the Other Works;
has the meaning given to it in Schedule Part 36 (Enabling
llt orks : C ompletion and P os t-Completion Obligations)1
has the meaning given to it in para 2.3.\ of Schedule Part 36
(Enabling Works: Completion and Posî-Complerion
Obligations);
means the plan provided by tbe Construction Sub-Contractor
in accordance with the Works Requirements as set out in the
Works Delivery Plan;
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;
means a party to this Contract and
'Parties' shall be construed
accordingly;
means the parent company guarantee referred to in clause
994, the form of which is set out in Schedule Part 33
(Contractor's Pawent Guarantee) executed by the Payment
Guarantor;
means Viridor Limited, Company Number 02456473;
has the meaning given to it in the Project Agreement;
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 39 (Delay, Perþrmance and
Av ai lab i I ity D amage s);
"Performance
Deductions" has the meaning given to it in the Project Agreement;
"Performance
Guarantees" means those guarantees indentified as such in part 2 of
Schedule Part 45 (Performance and Arailabilily
Gumantees);
"Performance
Test" has the meaning given to it in Schedule Part l1 (Zesls)
"Performance
Test means a certificate issued by the Contractor that the
Certificate" Performance Test has been satisfìed;
"Permit
Longstop Date" means the date which is 24 months after the Planned
Readiness Date;
"Permitted
Off-Site has the meaning given to it in clause 5lA.5A (Permitted Off-
Materials" Site Materials").
"Permitted
Purposes" has the meaning given to it in clause 87 -7 (Licence to use
Trade Marks cmd Data);
t'Permitting
Authority" means the relevant competent regulatory authority for the
purposes ofthe issuing of an Environmental Permit;
"Personal
Data" 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;
means the UK Government's Plivate Finance ìnitiative or
any similar or replacement initiative (which the Parties
recognise does not apply in Scotland);
"Physical
Damage Policies" has the meaning given to it in clause 56.1 (Reinstatement);
"Planned
Readiness Date" means 28'h lday 2015 as amended from time to time in
accordance with this Contract;
"Planned
Seryice means 22"d Jantary 2016 as amended from time to time in
Commencement Date" accordance with this Conûact;
"Planned
Works means 22"d April 2013 as amended from tirre to time in
Commencement I)ate" accordance witå this Contract;
"Planning
Act" means the Town and Country Planning (Scotland) Act 1997;
"Planning
Application" means any planning application subniitted or to be submitted
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
"Planning
Application
Longstop Date"
"Planning
Authority"
"Planning
Obligation"
"Planning
Permission"
"PPC
Permit"
"Pre-Processing
Sub-
Co trâct"
SCHEDULE PART I
Planning Act;
means 14'h February 2013 as amended from time to time in
accordance with the Project Agreement;
means the relevant authority for the puryoses ofthe Planning
Acu
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;
means the planning permission granted in relation to the
Facility and the Enabling Works (where relevant) being in
every case either:
(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;
means the contract entered into or to be entered into on or
about the date hereof between the Construction Sub-
Contractor and the Pre-Processing Sub-Contractor;
"Pre-Processing
Sub-
Contractor"
"Prescribed
Rate"
"Principal
Works"
"Proceedings"
"Procurement"
"Prohibited
Act"
SCIIEDULE PART 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;
means two point five per cent (2.5%o) above the base rate
from time to time of the Bank of England;
means all of the works (including design and works
necessary 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;
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 ar application to the Planning
Authority for review under section 434(8) ofthe
Plæming Act or refusal (including Deemed
Refusal) of any Planning Application;
(c) an application seeking to remove or modifu any
conditions imposed by the Planning Permission;
(d) 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;
means the competitive dialogue procurement competition
undertaken by the Authority in respect ofthe Project;
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
(b)
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;
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
committing any offence:
(D under the Prevention of Corruption
Acts 1889-1916;
under Legislation creating offences
in respect of fraudulent acts;
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
under the Bribery Act 2010;
(d) 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:
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 Sub-
Contlactor 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-
(c)
(ii)
(iiÐ
(iv)
"Proiect
Data"
"Protester
Action"
"Qualifying
Change in
Law"
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;
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 Law; and/or
(b) a Specific Cliange in Law; and/or
(c) not used
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
Construction Sub-Contractor
Related Party (save for acts or
omissions directly resulting from
compliance with the Construction
Sub-Contrâctor's obligations under
the Contract); or
(ii) any breach of the Contract by the
Construction Sub-Contractor or anv
Construction Sub-Contractor
Related Party; and/or
(Ð a¡y 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:
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;
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;
means such date as is twelve (12) months after the Planned
Readiness Date;
means a certificate issued by the Independent Certifier that
the Readiness Tests have been satisfied;
means the Tests so described in Schedule Part I I (Zesls);
has the meaning given to it in clause 49.1 .2 (VAT on
pctyments);
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;
has the meaning given in clause 51C.3 (Refi'esh of the
Liability Cap);
(Ð
"Readiness
Date"
"Readiness
Longstop Date"
"Readiness
Test
Certificâte"
"Readiness
Tests"
"Recipient"
"Reference
Banks"
"Refreshed
Liability Cap"
"Reinstatement
Outline"
"Reinstatement
Plan"
"Reinstatement
Works"
"Relevant
Authority"
"Relevant
Event"
"Relevant
Incident"
"Relevant
Proceeds"
"Relief
Event"
SCHEDULE PART 1
has the meaning given to it in clause 56.3.1 (Reinstatement);
has the meaning given to it in clause 56.3.5 (Reinstatement);
has the meaning given to it in clause 56.3.1 (Reinstatement);
means any court with the relevant
jurisdiction
and any local,
national or supra-national agency. inspectorate. minister-
ministry, official or public or statutory person ofthe Scottish
Govemment, or the govemment of the United Kingdom or
ofthe European Union;
means a Contractor Change, a
Qualifzing
Change in Law or
a Compensation Event;
has the meaning given to it in clause 56.3 (Reinstatement);
means any amounts standing to the credit of the Joint
Insurance Account in accordance with clause 56.3.6
(ReinsÍatemenî);
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;
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;
any accidental loss or damage to the Facility or
any roads servicing it;
not used;
any failure or shortage of power, fuel or
transpoft;
any btockade or embargo which does not
const¡tute a Force Majeure Evenl:
any:
(D
(iÐ
(iiÐ
official or unofficial strike;
lockout;
go-slow; or
(b)
(c)
(d)
(e)
(Ð
(e)
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)
(k)
not used
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 Sub-
Contractor or any of its Sub-Contractors;
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);
lras the meaning given to it in clause33.3 (Action by
Contractor);
means the insurances specified in Schedule Part 10
(Re q uir ed In s uranc e s);
means a $rm equal 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;
means a retention bond in the form set out in Schedule Part
24 (Retention Bonà¡;
means the procedure set out in Schedule Part 9 (Review
Procedure);
means the items of Design Data listed in Appendix 1 to
Schedule Part 9 (lReview Procedure);
means:
(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;
means the index published in dataset rpilm (RPI all items
reference CHAW) published by the Office of National
"Request
for Information"
"Required
Action"
"Required
Insurances"
"Retention"
I'Retention
Bondt'
"Review
Procedure"
"Reviewable
Design Data"
"Road
Consents"
''RPI''
"Sarpsborg
Design
Drawings"
"Satisfactory
Planning
Permission"
"Screen
Rate"
"Service
Commencement"
"Services"
"Sewice
Commencement
Date"
"Shareholders"
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;
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 flow diagrams; and
¡
Single Line Diagrams;
has the meaning given to it in Schedule Part 26 ( Planning);
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;
means the commencement ofthe Services:
means the whole of the services or any of them to be
provided by the Contractor pursuant to the Project
Agreement, as further defined in the Project Agreement;
means the date on which Service Commencement occurs in
accordance with clause 21 .1 .3
(Service
Commencemenl
Date);
means any person from time to time holding share capital in
the Construction Sub-Contractor or its Holding Company;
"Site(s)"
"Site
Conditions"
"Site
Plan(s)"
"Snagging
Items"
"Snagging
List"
"Snagging
Programme"
"Special
Waste"
"Specific
Change in Law"
SCHEDULE PART I
means tlìe Enabling Works Sites and the Facility Site;
means the conditions of the Site(s) including climatic,
hydrological, hydrogeological, ecological, environmental,
geotechnical and archaeological conditions;
mears the plan of the Site(s) identified as the 'Licence Plan'
and set out in Schedule Part 7 (S/e Information);
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) the Other
'Works
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;
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;
meals the programme for making good Snagging Items to be
agreed or determined in accordance with clause2l.5
(Snagging lterns);
has the meaning given to it in Regulation 2 of the Special
Waste Regulations 1996 (as amended);
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;
"Strategic
Spares"
"Sub-Contractor"
"
Sub-Contractor Advance
Payment Bonds"
"Sub-Contractor
Breakage
Cost"
"Sub-Contractor
Paymenl
Evidence"
SCHEDULE PART 1
means the spare or replacement pafts detailed in Schedule
Part 46 (Critical Spares List);
means any person engaged by the Construction Sub-
Contractor from time to time as may be permitted by this
Contract to procure the provision of any part of the Works.
References to "sub-contractors" means sub-contractors (of
any tier) ofthe Conshuction Sub-Contractor;
means the bonds set out in Schedule Part 38 to each of tle
ACF Sub-Contract and Pre-Processing Sub-Contract;
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;
(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;
(b) 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) 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:
(a)
SCHEDULE PART 1
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 Sub-
Contractor 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;
means the coúracts entered into between the Con.t l.r"tion
Sub-Contractor and the Sub-Contractors;
has the meaning given to it in Schedule Part 36 (Enabling
lIlorks : C ompletion and Post-Completion Obligations);
means the achievement of Practical Completion (as defined
in Schedule Part36 (Enabling l4/orks: Completion and Post-
Completion Obligations) in respect of the Sub-Station
Relocation Works;
has the meaning given to it in Schedule Part 36 (Enabling
Iirorks : Completion and P osl-Completion ObligaÍions)i
has the meaning given to it in para 2.3.1 of Schedule Part 36
(Enabling l|/orks: Completion and Post-Completion
Obligations);
has the meaning given to it in the Project Agreement;
has the meaning given to it in clause 49.1 .2 (VAT on
Payments);
means the Approved Surety or such other bond provider as
may be apploved in writing by the Contractor from time to
time;
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;
means the ACF Sub-Contractor and the Pre-Processing Sub-
Contractor, or such other technology contractors as may be
appointed in accordance with the provisions ofthis Contract;
means the mechanical and electrical plant and equipmeni
installed or to be installed by the Pre-Processing Sub-
Contractor and/or relative to the ACF Works;
"Sub-Contracts"
"
Sub-Station Relocation
Works"
"
Sub-Station Relocation
Works Completion"
"Sub-Station
Relocation
Works Completion Dâte"
"Sub-Station
Relocation
Works Completion
Statement"
"Substitute
Waste"
"Supplier"
ItSuretyrr
,,rlrâx,r
"Technology
Contractors"
"Technology
Contractors'
Equipment"
"Termination
Date"
"Termination
Notice"
"Termination
Sum"
"Test
Certificate"
"Tests"
"Third
PaÉy Consents"
"Third
Party Waste"
"Title
Deeds"
"Undisclosed
Third Pafi
Rights"
"Uninsurable"
SC}IEDULE PART 1
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;
means a notice of termination issued in accordance with this
Contract;
means any amount that may be payable in accordance with
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);
means the Readiness Test Certificate or the Acceptance Test
Cefi ifi cate as appropriate;
means the Readiness Tests and Acceptance Tests as
appropriate;
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);
has the meaning given to it in the Project Agreement;
has the meaning given to it in the Project Agreement;
means any rights pefaining to the Authority's interest in the
Site(s) which are not disclosed in the Title Deeds;
means in relation to a risk, either that:
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'
(a)
"Uninsured
Losses"
"Unsuitable
Third Party"
'rvAT"
"Waste"
"Waste
Collection
Authority"
ItWaste
Law List"
"Waste
Reception Hall"
"Works
Commencement
Date"
"Works
Delivery Plan"
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;
means losses arising fiom any risks against vihich the
Contractor, the Construction Sub-Contractor or any
Contractor Related Party or any Construction Sub-
Contractor Related Party does not mâintain insurance (where
not required to maintain insurance for such risks under this
Contract or by law);
means any of:
(a) any person or party who has a material interest
in the production, distribution or sale oftobacco
products, alcoholic drinks and/or pomography;
(b) any person or party whose activities are, in the
reasonable opinion of the Contractor,
incompatible with the provision of residual
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:
means any value added taxes;
has the meaning ascribed to it in Section 75 ofthe EPA;
means a waste collection authoritv in accordance with
Section 30(3) ofthe EPA;
means the anticipated Changes in Law set out in
Schedule Part 14 (!|/asle Law Lisr) ofthe Project Agreement;
means that part of the Facility which is designed for and
serves as the Delivery Point for Contract Waste;
means any Waste Collection Authorities in the Authority's
administrative area;
means the Enabling Works and the Principal Works;
means the date on which the Construction Sub-Contractor
commences the Works at the relevant Site(s);
means the plan for providing the Works to satisfy the Works
Requirements as set out in Schedule Parf 2 (Conlractor's
Requbements);
"Works
Period"
"Works
Requirements"
SCHEDULE PART 1
means the period from the Works Commencement Date to
the Service Commencement Date or, 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
means the specification contained in Schedule Part 2
(Contraclor's Requirements), as the same may be amended
in accordance with the Contract..