RTMC Model Conditions of Contract - Highways Agency

Highways AgencyRegional Technology MaintenanceContract

Regional Technology Maintenance ContractConditions of ContractRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractContents amendment sheetAmend.No.Issue Date Amendments Initials Date1 Change Provider to ContractorRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractFORM OF AGREEMENTTHIS AGREEMENT is made the 2011BETWEEN:(1) THE SECRETARY OF STATE FOR TRANSPORT whose office is at Great MinsterHouse, 76 Marsham Street, London SW1P 4DR (“the Employer”); and(2) [Insert contractor] whose registered office is at [insert address] (“the Contractor”).WHEREAS:(A)(B)The Employer has examined the Contractor’s tender and now wishes to appoint theContractor to deliver maintenance and monitoring requirements pursuant to thisagreementThe parties have agreed to proceed on the basis set out in this agreementNOW IT IS AGREED THAT:1. In this form of agreement words and expressions have the same meanings as areassigned to them.2. The documents forming the contract are:(i)this form of agreement duly executed by the Parties as a deed;(ii)the NEC3 (2005), Term Services Contract (as amended in June 2006 andSeptember 2011, and as further amended by main Option A, dispute resolutionOption W2 and secondary Options X1, X2, Y(UK)2, Y(UK)3 and secondaryOption Z);(iii)the attached Contract Data Parts 1 and 2 of the Term Services Contract;(iv)the Service Information;(v)Network Information;(vi)the Price List; andRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(vii)the Performance Management Framework - Technology Maintenance3. This contract supersedes and extinguishes any prior drafts, agreements, undertakings,representations, warranties and arrangements of any nature whatsoever in relation tothis contract. No variation to this contract, after the date hereof, will be have effectunless it has been agreed, confirmed in writing and signed by the Parties provided thatthis is without prejudice to the Service Manager’s or Employer’s rights to issueinstructions in accordance with the contract.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractCONTRACT DATAPart one – Data provided by the EmployerCompletion of the data in full, according to the Options chosen, is essential to create acomplete contract.Statementsgiven in allcontracts1 General • The conditions of contract are the core clauses and the clauses for mainOption A, dispute resolution Option W2 and secondary Options X1, X2,Y(UK)2, Y(UK)3…..and Z of the NEC3 Term Service Contract (June 2005with amendments June 2006).• The Employer isThe Secretary of State for Transport of Great Minster House, 76 MarshamStreet, London , SW1P 4DR• The service is the provision of all routine and reactive maintenance of TrafficTechnology Systems on the Affected Property in accordance with theService Information.• The Service Manager is [Notes to Compiler: Details of ASC Contractor tobe included here]NameAddress ..........................................................................................................……………………………………………………………………………………………• The Adjudicator nominating body is the Institution of Civil Engineers.• The Affected Property is as defined in Option Z1.2 – 11.2(2)• The Service Information is in Service Information• The Network Information is in the Network Information• The Price List is in the price list (as identified in Contract Data Part 2) unlessaltered in accordance with this contractThe language of this contract is English• The law of the contract is the law of England and Wales.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract• The period for reply is two weeks.• The Adjudicator nominating body is the President for the time being of theInstitution of Civil Engineers or his nominee.• The tribunal is arbitration• The arbitration procedure is Institution of Civil Engineers ArbitrationProcedure (2006)• The place where the arbitration is to be held is London• The person or organisation who will choose an arbitrator• if the Parties cannot agree a choice or• if the arbitration procedure does not state who selects an arbitratoris the President for the time being of the Institution of Civil Engineers or hisnominee3 Time • The starting date is……………………………………………..• The access date is……………………………………………………………..• The service period is [5] years unless modified in accordance with thiscontract.• The extension period is [3] years.• The Contractor submits a first plan for acceptance in accordance with theService Information5 Payment • The assessment interval is one calendar month• The currency of this contract is the pound sterling (£)• The interest rate is 3 % per annum (not less than 2) above the base rate ofthe Bank of England.• The Contractor prepares forecasts of the final total of the Prices for thewhole of the service at intervals no longer than one calendar month andprovides these with his application for payment• The period for payment is 30 days after the date on which payment is due8 Risks andinsurance• The minimum amount of cover for insurance against loss of or damagecaused by the Contractor to the Employer's property is £40,000,000 (fortymillion pounds)• The minimum amount of cover for loss of or damage to Plant and Materialsprovided by the Employer is £10,000,000 (ten million pounds)• The minimum amount of cover for insurance in respect of loss of or damageRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractto property (except the Employer's property, Plant and Materials andEquipment) and liability for bodily injury to or death of a person (not anemployee of the Contractor) arising from or in connection with theContractor's Providing the Service for any one event is £10,000,000 (tenmillion pounds)• The minimum limit of indemnity for insurance in respect of death of or bodilyinjury to employees of the Contractor arising out of and in the course of theiremployment in connection with this contract for any one event is£10,000,000 (ten million pounds)• The Employer does not provide any of the insurances stated in theinsurance table.• There are no additional Employer’s risks.• The following matters will be included in the Risk RegisteroTo be agreed during tender processIf Option X1 is used• The base date for indices is [Note to Compiler: The base date is the first ofthe month nearest but before the programmed tender return date, e.g.tender return 31st July 2009, base date will be 01st July 2009. Pleaseinsert full date, e.g. 01 st July 2009.] and the Prices are adjusted on the firstanniversary of the base date and each subsequent anniversary thereafterfor the duration of the Contract.……………………………………….…………………………………………………………………………………………• The indices are those prepared by the Central Statistical Office – the allitems index excluding mortgage interest payments and indirect taxes(RPIY )as published in Table 3.4 of the Central Statistical Office publication“Monthly Digest of Statistics”RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractIf Option Y(UK)3 is used• term person ororganisationtermperson or organisationZ10.1 A SubcontractorZ12.9 Incoming ContractorsIf Option Z is used• The additional conditions of contract are clauses Z 1 toZ35Clause Z1 Additional DefinitionsZ1.2 Clause 11.2 is amended by the modification of the following clauses11.2(1) Delete and replace with:The Accepted Plan is the Routine Maintenance Planaccepted in accordance with clauses 4.1 to 5.3 of theService Information. The latest Routine Maintenance Planaccepted by the Service Manager supersedes previousAccepted Plans.11.2(2) Delete and replace withAffected Property is property of the Employer which isaffected by the work of the Contractor or used by theContractor in Providing the Service and which alsocomprises all or any of the Regional Technology Networkand Traffic Technology Systems as the context requires.11.2(11) Add after “Property” at the end of the clause:“and includes Employer’s Stocks”RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractZ1.2 Clause 11.2 is further amended by the addition of the following definedterms(20) Annual Discount Rate is the 2.5% discount to the Prices tobe implemented by the Contractor in each of the second,third, fourth and fifth years of the contract.(21) Not Used(22) Asset Support Contract is the Employer’s Contract with theASC Contractor for the maintenance and management ofassets within the Area Network including the provision ofthe Service Manager role under this contract.(23) ASC Contractor is the contractor under the Asset SupportContract(24) Appointed Actuary is the actuary appointed to theContractor’s Pension Plan from time to time in accordancewith Section 47 of the Pensions Act 1995 and theregulations made under it.(24a)The Area Network is the part of the motorway and trunkroad network and the associated buildings, infrastructureand amenities for which the Employer is responsible whichare within the area boundaries identified in the NetworkInformation, unless later changed in accordance with thiscontract and includes all/some of the Regional TechnologyNetwork.(25) Associated Company is• a Consortium Member or• any company, corporation, partnership, joint venture orother entity which directly or indirectly controls, iscontrolled by or is under common control with theContractor or a Consortium Member.The word “control” in this context means the ability orentitlement to exercise, directly or indirectly, at least 50 percent of the voting rights attributable to the shares or otherinterest in the controlled company, corporation, partnership,joint venture or other entity and the words “control” and“controlled” are construed.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(25a)The Business Information Gateway or its successor (theGateway) is the interface through which the Contractor isrequired to access the Highways Agency Business ITNetwork (HABIT) and the Employer Information Systemsheld within HABIT,(26) CDM Regulations are the Construction (Design andManagement) Regulations 2007(27) Code of Practice is any code of practice issued undersection 45 of the Freedom of Information Act 2000 orpursuant to powers contained in the EnvironmentalInformation Regulations 2004.(28) Consortium Member is an organisation which is a memberof the consortium comprising the Contractor, whether as aparticipant in a non-integrated joint venture or a shareholderin a limited company.(29) Consumables mean the items referred to in section 5.1.8 ofthe Service Information.(30) Contractor’s Alternative Pension Plan is the pensionscheme established or nominated by the Contractor for thepurposes of clause Z21.7 and which satisfies the conditionsset out in clause Z21.8.(31)Contractor’s Premises are premises provided by theContractor and/or Associated Companies (but not by otherSubcontractors) and which are used for Providing theService, but excluding• temporary accommodation and• premises providing head office functions supportingthe provision of the service.(32) Contractor’s Pension Plan is the pension schemeestablished or nominated by the Contractor for thepurposes of clause 34.1 and which satisfies the conditionsset out in clause 34.2.(33) Not Used(34) Current System is a system that is authorised for use by theEmployer at the Contract DateRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(35) Data Protection Acts are the Data Protection Act 1998 andany other laws or regulations relating to privacy or personaldata.(36) DBFO Co. is a Design, Build, Finance and OperateCompany employed by the Employer.(37) Disclosure Request is a request for information relating tothis contract received by the Employer pursuant to theFreedom of Information Act 2000, the EnvironmentalInformation Regulations 2004 or otherwise.(38) Discrimination Acts are the Equality Act 2010 and anypredecessor statutes.(39) Documents are data (including Personal Data), records,reports, documents, manuals, designs, drawings, plans,specifications and other works or materials of any nature inany form or medium (excluding proprietary software).(40) Efficiency Improvements are changes to Processes and/orProcedures and/or products and materials selected by theContractor and Subcontractors for incorporation into theservice which are expected by the Contractor to enable theprices in the Pricing List to be reduced whilst maintainingcompliance with all the requirements of this contract.(41) The Emergency Services are• the Traffic Officers and• representatives of the police, ambulance or fireservices or other bodies having statutory powers toissue instructions following an Incident whenengaged in an action either on the Regionaltechnology network or which affects the safeprogress of traffic on the Regional technologynetwork.(42) Service Manager’s Premises are the office space,compounds, depots and storage facilities made available bythe Service Manager for the use of the Contractor duringthe Service Period as specified in the Service Information.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(43) Employer’s Stocks are• the items of equipment listed in the NetworkInformation provided by the Employer free of chargefor use by the Contractor in Providing the Service and• any items of equipment replaced by Employer’s Stocks(44) Employer’s Stocks (RTMC) are the Employer’s Stocksused by the Contractor in accordance with the ServiceInformation.(45) Employment Costs are all costs and emoluments arisingunder the terms and conditions of employment of theTransferring Employees or the Staff (as the case may be),including basic pay, shift allowances, bonus payments, oncall payments, overtime, car costs, telephone rental, traveland subsistence payments, maternity pay, sick pay,pension contributions and income tax and nationalinsurance contributions.(46) Not Used.(47)Financial Year is (as the case may be)• the period commencing on the access date and endingon 31 March in the following year,• a period of twelve months commencing on the expiryof the previous Financial Year or• in the case of the Financial Year in which the ServicePeriod expires, the period commencing on the expiryof the previous Financial Year and ending on theexpiry of the Service Period.(48) ‘First line’ maintenance is mainly on-site repair of a system,by replacing hardware or software.(49) Not Used .(50) GAD Certificate is the certificate issued by the GovernmentActuary’s Department in respect of the Contractor’sPension Plan (or any pension scheme established ornominated by a Subcontractor confirming the broadcomparability of the Contractor’s Pension Plan (or thereplacement scheme) to the Original SchemeRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(51) Government is Her Majesty's Government of the UnitedKingdom.(52) Not Used(53)Incident is• an unforeseen event which directly or indirectly affectsthe Traffic Technology Systems and causes or has thepotential to cause disruption to the free flow of trafficon the Affected Property or threatens the safety of thepublic or is an immediate or imminent threat to the longterm integrity of any part of the Affected Property orTraffic Technology Systems or to land adjacent to theAffected Property or likely to be affected by events onthe Affected Property,• breakdown or damage rendering the TrafficTechnology Systems serving the Affected Property orany part of them inoperable,• faults or defects involving Traffic Technology Systemscausing an immediate or imminent risk to the safety ofthe public, the Contractor’s work force or Othersoperating on the Affected Property, or• any other unplanned occurrence necessitating trafficcontrol measures.(54) Incoming Contractor is the agent or contractor appointed bythe Employer to manage the Affected Property and/or theTraffic Technology Systems after the expiry of the ServicePeriod or termination of this contract(55) Not Used(56) Information Systems are the systems specified in theService Information for the collection and storage ofinformation regarding the trunk road network (including theAffected Property and the Traffic Technology Systems) orany revised systems introduced by the Employer or theContractor (with the Employer’s approval) from time to time.(57)Innovation is a change to the Performance Requirementsproposed by the Contractor which has not previously beenadopted by the Employer in the Affected Property orelsewhere (whether by way of a departure from standardsor otherwise) and which (if implemented by the Employer) isRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractexpected to provide a significant long-term benefit to theEmployer in terms of• reducing the cost of the service to the Employer,• improving the quality or effectiveness of delivery of theservice or• otherwise enhancing the achievement of theEmployer’s strategic aims and objectives.(58) An Inventory is a complete listing of stock on hand androutine work/work in progress. For the purpose of thisdocument, ‘inventories’ shall include ‘records’(59) Intellectual Property Rights are any current and future legaland equitable interests in patents, trade marks, designrights, copyright, know-how and other similar rights,whether or not registered or capable of registration.(60) Local Government Pension Scheme is the pension schemegoverned by the Local Government Pension SchemeRegulations (SI 1997/1612) as amended from time to time.(61) Mobilisation Period is the period from the starting date tothe access date.(62) Network Board is the board to be established by theService Manager and the Employer to oversee themanagement of Traffic Technology Systems and thedelivery of the Employer’s objectives within the AffectedProperty and in respect of the Traffic Technology Systems.(63) Not Used(64)Network Information is information which• is in the document of that name referred to in theContract Data Part One and which describes theAffected Property and the Traffic Technology Systemsand their surroundings and provides informationpertaining to them and the Employer’s assets.(65) New System is a revision to a Current System which theEmployer will specify the training and implementationprogramme, System Components and System ComponentSources necessary for its implementation and operation byRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractthe Contractor.(66) NLA is The Newspaper Licensing Agency Limited.(67) Nonconformity has the meaning given to it in ISO 9000.(68) NRTS Co. is the National Roads TelecommunicationsServices Company employed by the Employer.(69) NTIS is the Employer’s National Traffic Information Service.(70) Original Scheme means the Local Government PensionScheme or such other public service pension scheme aswas applicable.(71) Operational Performance Indicators are measures ofperformance of part of the service in respect of safety,Department of Transport indicators, integrated assetmanagement, asset maintenance, Scheme development,cost, time Efficiency Improvements and Innovation,customer service, quality management, sustainability, andease of doing business with for which thresholds, targetsand/or weightings will be set by the Employer on or beforethe access date.(72)Not Used.(73) Not Used(74) Outgoing Contractor is any agent or contractor appointedby the Employer or Others to carry out works or provideservices similar to the service in relation to the AffectedProperty and/or the Traffic Technology Systems during theperiod immediately prior to the access date.(75) Outgoing Contractor’s Pension Scheme is the registeredpension scheme or schemes operated by an OutgoingContractor immediately prior to the access date which hasbeen certified by the Government Actuary’s Department asproviding benefits which are broadly comparable to thoseprovided by the Original Scheme.(76) Not Used.(77)Personal Data is information received by the Contractor inrelation to this contract, which relates to living individualswho can be identifiedRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract• from that information or• from that information combined with other details in (orlikely to come into) the possession of the Employer.(78) Premises means the facilities provided by the ServiceManager as described in the Service Information.(79) Procedure has the meaning given to it in ISO 9000.(80) Process has the meaning given to it in ISO 9000.(81) Prospective Tenderer is any person or corporate body whoapplies to be included on a tender list to become anIncoming Contractor.(82) RCC is the Employer’s Regional Control Centre.(82a)(82b)(82c)The Regional Technology Network is the part of themotorway and trunk road network and the associatedbuildings, infrastructure and amenities for which theEmployer is responsible which are within the areaboundaries identified in the Network Information, unlesslater changed in accordance with this contractRoutine Maintenance Plan is the Accepted PlanQuality Management Points has the meaning set out inclause Z17.8 and operated in accordance with clause Z17(83) Quality Plan has the meaning given to it in ISO 9000.(84) Quality Statement is the statement of that name referred toin the Contract Data Part Two detailing the Contractor’sproposals for the management and resourcing of theservice.(84a) Quality Table is the table in clause Z17.14(84b)‘Second line’ maintenance involves swapping of modules orrepairs of equipment at the Contractor’s Premises.(85) Not Used(86) SRW is the Employer’s Scheduled Roadworks database.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(87) Staff are employees employed by the Contractor or anAssociated Company or any Subcontractor to Provide theService at any time.(88) Stock Transfer Document is the document that defines thecontract requirements and Contractor’s responsibilities forthe Employer’s Stocks.(89) System Component is processing equipment, applicationprograms, digital data or digital reference information.(90) System Component Source is the party responsible forprovision of the System Component and is the Contractoror the Employer or both of them.(91) Statutory Body is a person or corporate body who has astatutory right or a right pursuant to a licence granted underany statute to place or maintain any apparatus (includingany pipe, conduit, sewer, drain or tunnel) on, under or overthe Affected Property or to inspect, adjust, repair, alter,renew, reposition or remove such apparatus.(92) Not Used.(93) ‘Third line’ maintenance is triggered when ‘first’ and‘second’ line maintenance have not resolved the problem.In most cases the faulty equipment has to be sent for repairto the manufacturer or to the Employer’s central stores.(94) Not Used(95) Traffic Officers are the traffic officers employed by theEmployer and acting in that capacity, whether based on theAffected Property or in any traffic control centre or policecontrol office.(96)Traffic Technology Systems are the systems identified inthe Network Information which the Contractor manages,monitors and maintains, including:• the Employer’s Highways Agency’s TrafficManagement Systems (HATMS),• the Employer’s Closed Circuit Television (CCTV)systems and associated equipment and• the Employer permanent road traffic signals, signs andRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractassociated equipment installed at junctions andsignalled pedestrian crossings on All Purpose TrunkRoads (APTRs).(97) Transferring Employees are employees of an OutgoingContractor (or of a subcontractor of an OutgoingContractor) employed for the carrying out of work or theprovision of services similar to the service in relation to theAffected Property and/or the Traffic Technology Systemsduring the period immediately prior to the access date,other than employees who object to being transferred to theContractor.(98) TUPE means the Transfer of Undertakings (Protection ofEmployment) Regulations 2006(99) TUPE Information is information regarding the Staffincluding identity, number, age, sex, length of service, jobtitle, grade and terms and conditions of employment, detailsof any disciplinary procedure taken against a member ofStaff, detail of any grievance procedure taken by a memberof Staff, together with any other matters affecting each ofthose Staff including but not limited to the information whicha transferor is obliged to notify to a transferee pursuant toregulation 11 (2) of TUPE.(100) Employment Costs are all costs and emoluments arisingunder the terms and conditions of employment of theTransferring Employees or the Staff (as the case may be),including basic pay, shift allowances, bonus payments, oncall payments, overtime, car costs, telephone rental, traveland subsistence payments, maternity pay, sick pay,pension contributions and income tax and nationalinsurance contributions.Clause Z2 Corrupt practicesZ2.1 The Contractor does not• offer or give to any person in the service of the Employer orService Manager any gift or consideration of any kind as aninducement or reward in relation to the obtaining or execution ofthis contract or any other contract with the Employer or forshowing favour or disfavour to any person in relation to thisRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractcontract or any other contract with the Employer, or• enter into this contract or any other contract with the Employer if, inconnection with this contract or any such other contract,commission has been paid or an agreement for the payment ofcommission has been made by him or on his behalf or to hisknowledge.Z2.2 A failure to comply with this condition is treated as the Contractor havingSubstantially hindered the Employer or Others.Clause Z3 Providing the ServiceZ3.1 The Contractor Provides the Service in such a way that the service• would not be prejudiced by the implementation of the Euro,• comply with all legal requirements applicable to the Euro in theUnited Kingdom, including, but without limitation, the rules onconversion and rounding set out in the EC Regulation 1103/97;• is capable of utilising all symbols and codes adopted by the EUCommission in relation to the Euro; and• is in accordance with the Employer’s requirements both forSterling and for the Euro.• is in compliance with all laws, statutes, regulations, by-laws,directives, rules and Government orders applicable to theEmployer, Contractor or the service to the extent that they areapplicable to any part of the service and in accordance with therequirements of this contractClause Z4 Recovery of sums due from ContractorClause Z5Z4.1 When under the contract any sum of money is recoverable from orpayable by the Contractor such sum may be deducted from or reducedby the amount of any sum or sums then due or which at any time aftermay become due to the Contractor under this contract or any othercontract with any Department or Office of Her Majesty's Government.AssignmentZ5.1 The Contractor does not assign, transfer or charge the benefit of thiscontract or any part of it or any benefit or interest under it without the prioragreement of the Employer.Z5.2 If requested by the Employer, the Contractor executes an agreement into novate the benefit and burden of this contract to• another Department or Office of Her Majesty's Government,• a local authority or• another public body exercising similar functions.Clause Z6 Discrimination, Bullying and HarassmentZ6.1 The Contractor does not discriminate directly or indirectly or by way ofvictimisation or harassment against any person contrary to theRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractClause Z7Discrimination Acts.Z6.2 Where possible in Providing the Service, the Contractor co-operates withand assists the Employer to satisfy its duty under the Discrimination Actsto eliminate unlawful discrimination and to promote equality of opportunitybetween persons of different racial groups and between disabled peopleand other people.Z6.3 Where any employee or Subcontractor employed by the Contractor isrequired to carry out any activity• alongside the Employer’s or Service Manager’s employees in anypremises, or• on the Area Network and/or the Traffic Technology Systemsthe Contractor ensures that each such employee or Subcontractorcomplies with the Employer’s employment policies and codes of practicerelating to discrimination and equal opportunities.Z6.4 The Contractor notifies the Service Manager in writing as soon as hebecomes aware of any investigation or proceedings brought against theContractor under the Discrimination Acts in connection with this contractand• provides any information requested by the investigating body,court or tribunal in the timescale allotted,• attends (and permits a representative from the Employer toattend) any associated meetings,• promptly allows access to any relevant documents and informationand• cooperates fully and promptly with the investigatory body, court ortribunalZ6.5 The Contractor indemnifies the Employer against all costs, charges,expenses (including legal and administrative expenses) and paymentsmade by the Employer arising out of or in connection with anyinvestigation or proceedings under the Discrimination Acts resulting fromany act or omission of the Contractor.Z6.6 The Contractor includes in the conditions of contract for eachSubcontractor obligations substantially similar to those set out above.Z6.7 The Contractor complies with and procures and ensures that anySubcontractor complies with the Employer’s policies relating to bullyingand harassment. Where the Employer has reasonable grounds forconsidering that the presence or conduct of any of the Staff at anylocation relevant to the performance of the service is undesirable or inbreach of the Employer’s policies then the Employer may require theContractor to implement corrective action or exercise.Z6.8 A failure to comply with this condition is treated as a the Contractor havingSubstantially hindered the Employer or OthersConfidentiality and Disclosure of informationZ7.1 The Contractor keeps (and ensures that anyone employed by it oracting on its behalf keeps) confidential and does not disclose to anyRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractperson• the terms of this contract• any confidential or proprietary information (including PersonalData) provided to or acquired by the Contractor in the course ofProviding the Serviceexcept that the Contractor may disclose information• to its legal or other professional advisers,• to anyone employed by it or acting on its behalf as needed toenable the Contractor to Provide the Service,• where required to do so by law or by any professional orregulatory obligation or by order of any court or governmentalagency, provided that prior to disclosure the Contractor consultsthe Service Manager and takes full account of the ServiceManager’s views about whether (and if so to what extent) theinformation should be disclosed,• which it receives from a third party who lawfully acquired it andwho is under no obligation restricting its disclosure,• which is in the public domain at the time of disclosure other thandue to the fault of the Contractor or• with the consent of the Service ManagerZ7.2 The Contractor does not (and ensures that anyone employed by it oracting on its behalf does not) use any confidential or proprietaryinformation provided to or acquired by it for any purpose other than toProvide the ServiceZ7.3 Where the Service Manager supplies the Contractor with press cuttingsprovided to the Employer under the terms of the Employer’s licence withNLA, the Contractor does not reproduce the cuttings or forward them toany third party unless the Contractor has first entered into an agreementwith NLA authorising it to do soZ7.4 If required by any statute to obtain express authorisation from theEmployer before taking any action, the Contractor obtains suchauthorisationZ7.5 The Contractor acknowledges that the Employer may receive DisclosureRequests and that the Employer may be obliged (subject to theapplication of any relevant exemption and, where applicable, the publicinterest test) to disclose information (including commercially sensitiveinformation) pursuant to a Disclosure Request. Where practicable, theEmployer consults with the Contractor before doing so in accordancewith the relevant Code of Practice. The Contractor uses its bestendeavours to respond to any such consultation promptly and within anydeadline set by the Employer and acknowledges that it is for theEmployer to determine whether or not such information should bedisclosed.Z7.6 When requested to do so by the Employer, the Contractor promptlyRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractClause Z8provides information in its possession relating to this contract and assistsand co-operates with the Employer to enable the Employer to respond toa Disclosure Request within the time limit set out in the relevantlegislation.Z7.7 The Contractor promptly passes any Disclosure Request which it receivesto the Employer. The Contractor does not respond directly to aDisclosure Request unless instructed to do so by the Employer.Z7.8 A Disclosure Request is a request for information relating to this contractreceived by the Employer pursuant to the Freedom of Information Act2000, the Environmental Information Regulations 2004 or otherwise.Z7.9 The Contractor acknowledges that the Employer is obliged to publish theprovisions of this contract, in accordance with the Cabinet Office'sEfficiency Reform Group Transparency - Publication of New CentralGovernment Contracts of December 2010, or any later revision, except tothe extent that any information in it is exempt from disclosure pursuant tothe Freedom of Information Act 2000. The Employer consults withthe Contractor before deciding whether information is exempt, but theContractor acknowledges that the Employer has the final decision. TheContractor co-operates with and assists the Employer to publishthis contract in accordance with the Employer's obligation.Conflict of interestZ8.1 The Contractor does not take an action which would cause a conflict ofinterest to arise in connection with this contract. The Contractor notifiesthe Employer if there is any uncertainty about whether a conflict ofinterest may exist or arise.Clause Z9 Official Secrets ActsZ9.1 The Contractor advises his employees and Subcontractors of how theOfficial Secrets Acts 1911 to 1989 apply to them during and afterperformance of the service.Z9.2 A failure to comply with this condition is treated as a the Contractorhaving Substantially hindered the Employer or Others.Clause Z10 SubcontractingZ10.1 The Contractor includes in the contract for each subcontract a period forpayment to the Subcontractor which is no greater than 30 days fromreceipt of an invoice issued in accordance with that contract, and anyterm in the subcontract to the contrary would not apply.Z10.2 The Contractor includes in the contract for each subcontract• provisions embodying the principles of supply chain managementset out in the Quality Plan,• an obligation on the Subcontractor to work with the Contractor toassist the Employer to achieve its strategic aims and objectives forthe maintenance, operation and improvement of the Regionaltechnology network and the Traffic Technology Systems and toseek continual improvement in the delivery of the service,• an obligation on the Subcontractor to keep detailed cost records inthe same format and containing the same details and for the sameperiod, as the Contractor is required to keep, and to make therecords available to the Contractor and the Employer and hisrepresentatives (including the Service Manager) on request,RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract• obligations substantially similar to those in clauses Z2 and Z6,• an obligation on the Subcontractor to ensure that title inEquipment and Materials passes to the Contractor not later thanwhen the Contractor pays the Subcontractor for them,• a term requiring (at the Employer’s option) the novation of thesubcontract to the Employer or an Incoming Contractor followingthe termination of this contract,• a statement that the parties to the subcontract shall act in a spiritof mutual trust and co-operation,• an obligation on the Subcontractor to achieve continualimprovement in the delivery of the subcontracted part of theservice and as a minimum to support the Contractor in deliveringhis obligations,• an obligation on the Subcontractor to review its Processes,Procedures and Materials selected by the Subcontractor forincorporation into the service to identify potential improvements tothe Contractor such that the Contractor can meet its obligationsunder clause Z26.1Z10.3 The Contractor, upon request from the Service Manager, provides to theService Manager and Employer details of the date of every invoice fromeach Subcontractor and the date upon which the amount due in respectof each such invoice was paid to the Subcontractor.Z10.4 The Service Manager may, having stated his reasons, instruct theContractor to remove a Subcontractor. The Contractor then arrangesthe removal of the Subcontractor and the appointment of a replacementin accordance with this contract..Z10.5 The Contractor does not subcontract to an Associated Company withoutthe agreement of the Employer.Clause Z11 Data protection [Note to Compiler – Delete this note and this clause Z11and replace with “ Z11 - Not Used if not required. Delete this note ifrequired]Z11.1 (1) The Data Protection Acts are the Data Protection Act 1998 (asamended) and any other laws or regulations relating to privacy orpersonal data.(2) Personal Data is information collected by the Contractor on behalf ofthe Employer in relation to this contract, which relates to livingindividuals who can be identified• from that information or• from that information combined with other details in (or likely tocome into) the possession of the Employer.Z11.2 For the purposes of this contract and the Data Protection Acts• the Employer is the Data Controller and• the Contractor is the Data Processor.Z11.3 The Contractor processes the Personal Data in accordance with (and soas not to put the Employer in breach of) the Data Protection Acts andonly to the extent necessary for the purpose of performing its obligationsRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractunder this contract.Z11.4 The Contractor has in place for as long as it holds the Personal Data• appropriate technical and organisational measures (having regardto the nature of the Personal Data) to protect the Personal Dataagainst accidental, unauthorised or unlawful processing,destruction, loss, damage, alteration or disclosure and• adequate security programmes and procedures to ensure thatunauthorised persons do not have access to the Personal Data orto any equipment used to process the Personal Data.Z11.5 The Contractor immediately notifies the Employer if it receives• a request from any person whose Personal Data it holds to accesshis Personal Data or• a complaint or request relating to the Employer’s obligations underthe Data Protection Acts.Z11.6 The Contractor assists and co-operates with the Employer in relationto any complaint or request received, including• providing full details of the complaint or request,• complying with the request within the time limits set out in the DataProtection Acts and in accordance with the instructions of theEmployer and• promptly providing the Employer with any Personal Data and otherinformation requested by him.Z11.7 The Contractor complies with the requirements of the Employer inrelation to the storage, dispatch and disposal of Personal Data in anyform or medium.Z11.8 The Contractor immediately notifies the Employer on becoming aware ofany breach of this clause or of the Data Protection Acts.Z11.9 The Contractor does not process the Personal Data outside theEuropean Economic Area without the agreement of the Employer.Where the Employer agrees, the Contractor complies with theinstructions of the Employer and provides an adequate level ofprotection to any Personal Data in accordance with the eighth dataprotection principle set out in Schedule 1 to the Data Protection Act1998.Z11.10 A failure to comply with this condition is treated as the Contractorhaving Substantially hindered the Employer or OthersClause Z12 Transfer of Undertakings (Protection of Employment) Regulations 2006(“TUPE”)Z12.1 The Parties acknowledge that TUPE is likely to apply to this contract sothat the Transferring Employees become the employees of theContractor a Subcontractor on the access date.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractZ12.2 The Contractor complies with and ensures that any Subcontractorcomplies with its obligations under TUPE, including compliance withany request by the Outgoing Contractor under regulation 13(4) ofTUPE before the access date.Z12.3 The Contractor provides and ensures that any Subcontractor providesthe TUPE Information to the Employer or to any Prospective Tendereror Incoming Contractor within the period for reply after the Employer’srequest to do so and in any event at least twelve months before theend of the Service Period. The Contractor warrants that the TUPEInformation is complete and accurate as at the date it is disclosed.Z12.4 The Employer may disclose any of the TUPE Information to anyProspective Tenderer and Incoming Contractor and ensures that priorto such disclosure the Prospective Tenderer or the IncomingContractor undertakes not to disclose (unless required by law to doso) the TUPE Information to any other person other than a person• who is a servant, agent or legal adviser of the ProspectiveTenderer or Incoming Contractor and• who has undertaken not to disclose that information unlessrequired by law to do so.Z12.5 After the TUPE Information has been provided, the Contractor• informs the Employer of any change to any part of the TUPEInformation and• co-operates with any reasonable request made by the Employeror any Prospective Tenderer or Incoming Contractor concerningthe TUPE Informationwithin 7 days of a change or receipt of a request.Z12.6 So far as reasonably practicable, the Contractor does not and ensuresthat any Subcontractor does not make or promise to make anychanges affecting the TUPE Information which would increase theEmployment Costs of the Staff in the six months before or at any timeafter the end of the Service Period without the prior consent of theEmployer (such consent not to be unreasonably withheld) unlesssuch change is required by law. The Contractor supplies to theEmployer full particulars of any proposed changes and the Employerresponds within a reasonable time.Z12.7 The Contractor does not and ensures that any Subcontractor does notincrease the number of Staff nor dismiss or transfer to dutiesunconnected with the service more than five per cent of the Staff inthe twelve months before the end of the Service Period without theprior consent of the Employer (such consent not to be unreasonablywithheld).Z12.8 Before the end of the Service Period, the Contractor informs andconsults with the appropriate representatives as required underregulation 13 of TUPE. The Employer requests the IncomingContractor to provide to the Contractor the information required underregulation 13 of TUPE.Z12.9 The Contractor indemnifies and keeps indemnified the Employer or (ifthe Employer directs) any Incoming Contractor in respect of anyclaims, costs (including Employment Costs), expenses, payments andRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractliabilities arising from• any claim by any of the Staff or by a third party or trade union orbody representing any of the Staff in relation to any act oromission which allegedly occurred before the end of the ServicePeriod,• any failure by the Contractor or any Subcontractor to comply withits obligations under regulations 11 and 13 of TUPE and• any claim by any employee or former employee of the Contractoror any Subcontractor who is not identified in the TUPE Informationthat his employment or any liability in respect of his employment orits termination has or should have transferred to the IncomingContractor or the Employer pursuant to TUPE.Z12.10 The Contractor acknowledges that an Incoming Contractor has the rightunder the Contracts (Rights of Third Parties) Act 1999 to enforce theprovisions of clause Z12.9.Clause Z13 Merger, take-over or change of controlClause Z14Z13.1 The Contractor notifies the Employer if a Change of Control of theContractor has occurred or is expected to occur, and within a period of6 months form the Contractor’s notification the Employer may treat theChange of Control as having Substantially hindered the Employer orOthers.Change of Control means an event where any single person, or groupof persons acting in concert, acquires control of the Contractor or anydirect or indirect interest in the relevant share capital of the Contractor,as a result of which that person or group of persons has a direct orindirect interest in more than 25% of the relevant share capital of theContractor.Z13.2 The Contractor notifies the Employer immediately of• any material change to the direct or indirect legal or beneficialownership of any shareholding in the Contractor. A change ismaterial if it relates directly or indirectly to a change of 3% or moreof the issued share capital of the Contractor, or• any material change in the composition of the Contractor’spartnership. A change in the composition of the partnership ismaterial if it directly or indirectly affects the performance of thiscontract by the Contractor.Z13.3 The Contractor notifies the Employer of any change, or proposedchange in the name of or status of the Contractor.Audit by Comptroller and Auditor GeneralZ14.1 The Contractor permits the Comptroller and Auditor General to examinedocuments held or controlled by the Contractor or any Subcontractor.Z14.2 The Contractor provides such oral or written explanations as theComptroller and Auditor General considers necessary.Z14.3 This clause does not constitute a requirement or agreement for thepurposes of section 6(3)(d) of the National Audit Act 1983 for theexamination, certification or inspection of the accounts of the Contractor.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractClause Z15Appointment of AdjudicatorZ15.1 The Adjudicator’s appointment under the NEC3 Adjudicator’s Contract(June 2005) includes the following additional condition of contract“The Adjudicator complies, and takes all reasonable steps to ensure thatany persons advising or aiding him comply, with the Official Secrets Act1989. Any information concerning the Contract obtained either by theAdjudicator or any person advising or aiding him is confidential, and maynot be used or disclosed by the Adjudicator or any such person exceptfor the purposes of this Agreement.”Clause Z16Quality ManagementZ16.1 The Contractor operates a quality management system which• complies with the requirements of ISO 9001:2008,incorporates anenvironmental management system consistent with ISO 14001,• includes Processes for delivering continual improvement followingthe guidance in ISO 9004,• has third party certification for the service to be provided underthis contract from a UKAS approved accreditation body or isoperating in preparation for accreditation within 12 months of theContract Date and• complies with good industry practiceZ16.2 The Quality Plan incorporates the Quality Statement and is sufficientlydetailed to demonstrate how the Contractor will achieve each of thecommitments in the Quality Statement and meet the requirements ofthis contract. The Contractor keeps a controlled copy of the QualityPlan available for inspection by the Employer and his representatives(including the Service Manager) at all times.Z16.3 The Service Manager notifies the Contractor if he considers that theQuality Plan does not comply with the requirements of this contract.Following such notification the Contractor reviews the Quality Plan andreports to the Service Manager setting out his proposed changes. If theService Manager accepts the proposals, the Quality Plan is changed.Z16.4 The Contractor may submit to the Service Manager proposed revisionsto the Quality Statement for acceptance within the period for reply. Areason for not accepting the proposed revision is that• it will not enable the Contractor to meet a PerformanceRequirement,• it will unacceptably increase the risk of failure to meet aPerformance Requirement,• it will not enable the Contractor to achieve the level ofperformance specified in the Quality Statement or• it will unacceptably increase the risk of failure to achieve the levelof performance specified in the Quality StatementThe Quality Plan is not changed without acceptance by the ServiceManagerRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractZ16.5 An agreed revision to the Quality Statement is not a compensation eventClause Z17Audit, Quality Management Points and Correction of NonconformitiesZ17.1 The Contractor carries out a programme of internal audits in accordancewith the requirements of ISO 9001. The Contractor notifies the ServiceManager of the internal audit dates and makes provision for the ServiceManager and Employer to attend. The Contractor supplies the ServiceManager with copies of all internal audit documentation includingreports and action plans.Z17.2 The Employer or Service Manager may carry out audits of theContractor’s quality management system from time to time. TheContractor allows access at any time within working hours to any placewhere he or any Subcontractor carries out any work that relates to thiscontract for the Employer or Service Manager to carry out audits, toinspect work and materials and generally to investigate whether theContractor is performing his obligations under this contract. TheContractor provides all facilities necessary to allow such audits andinspections to be carried out.Z17.3. Following notification of a nonconformity or Defect, the Contractorsubmits to the Service Manager for acceptance the corrective andpreventative action that he proposes to take to deal with thenonconformity. The Contractor does not take action to deal with thenonconformity until the Service Manager has accepted his proposalsZ17.4. Within one week of the Contractor submitting the proposed correctiveand preventative action to him for acceptance, the Employer eitheraccepts the proposal or notifies the Consultant of his reason for notaccepting it. A reason for not accepting the proposed action is thatit does not take action required to ensure that nonconformities do not recurorit does not comply with this contractthe time for completing the corrective and preventative action will hinder theEmployer or Others.Z17.5 If the Service Manager does not accept the proposed action, theContractor submits a revised proposal to the Service Manager foracceptance within one week.Z17.6 The Contractor corrects nonconformities and takes action to eliminatethe causes of actual or potential nonconformities within a time whichminimises the adverse affect on the Employer or Others and in anyevent before carrying out any operation the same or similar as that inrespect of which the nonconformity occurred.Z17.7 The Contractor notifies the Service Manager when the proposed actionshave been taken and provides with his notification verification that thedefective part of the service has been correctedZ17.8 Quality Management Points are points accrued by the Contractor inaccordance with the Quality Table. Quality Management Points accruefor the failures listed on the Quality Table whether arising from an auditRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractby the Contractor, the Employer or the relevant accreditation body:Z17.9 If the Contractor fails to comply with his quality management system,the Contractor accrues Quality Management Points from the datewhen the failure is identified in accordance with the Quality Table.The number of Quality Management Points is reduced in accordancewith the Quality TableZ17.10The Contractor maintains a register of the number of QualityManagement Points in effect, showing when Quality ManagementPoints accrue and are removed.Z17.11If the number of Quality Management Points in effect at any time ismore than 25 points, the Contractor and the Service ManagerEmployer meet within one week to consider ways of reducing thenumber of Quality Management Points in effect to 25 or less and toavoid accruing further Quality Management Points. The Contractorsubmits a report to the Service Manager within one week of themeeting setting out• the actions agreed at the meeting and• any other actions which the Contractor proposes to takeimmediately to reduce the number of Quality Management Pointsin effect to 25 or less and to avoid accruing further QualityManagement Points.Z17.12 If the Service Manager does not accept the Contractor’s proposals orthe Contractor does not take the agreed actions, the Service Managerserves a quality warning notice on the Contractor. Within one week ofreceipt of the quality warning notice, the Contractor submits a report tothe Service Manager setting out the actions which the Contractor hastaken and what further or alternative actions he proposes to take toreduce the number of Quality Management Points in effect to 25 orless.Z17.13 Until the number of Quality Management Points in effect is reduced to25 or less, the Contractor takes the actions detailed in his reports andsubmits weekly up date reports to the Service Manager setting out theactions he has taken, the results of those actions and the actionswhich are still to be taken by him.Z17.14 Failure to take actions to reduce the number of Quality ManagementPoints in effect to 25 or less is treated as the Contractor havingSubstantially hindered the Employer or Others.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractFailureQuality TableFailure to have acomplete Quality Plan inplace and operatingThe Quality Plan does notcomply with therequirements of thiscontractFailure to raise a Non-Conformity reportFailure to raise acorrective action reportFailure to correct QualityPlan in manner set out ina corrective action report(see note 1 below)Failure to implementrecommendations in auditreport(see note 1 below)Failure to carry outinternal auditCarrying out work withoutrelease of hold pointFailure to make recordsavailable for inspection bythe EmployerFailure to allow access forEmployer auditsFailure by Contractor toaccrue QualityManagement Points thatshould have beenaccruedQualityManagementPointsPeriod of effect25 Until audit confirms thatQuality Plan completeand operating10 per failure Until audit confirms thatQuality Plan complies5 per Non-Conformity5 per Non-Conformity6 months6 months10 per failure Until failure corrected5 perrecommendationUntil audit confirms thatrecommendationimplemented25 per audit Until audit carried out10 per item 6 months10 per failure Until the records aremade available10 per failure Until Employer audit iscarried outThe number ofPoints that shouldhave been accruedplus an additionalnumber of Pointsequivalent to thePoints that shouldhave been accruedApplicable to the failurethat should haveaccrued Points6 monthsNote 1: For these failures additional Points are accrued at each audit untilan audit confirms that rectification/correction/implementation/action hastaken place.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract.Z17.15 If the Contractor fails to comply with the corrective and preventativeaction accepted by the Service Manager it is treated as the Contractorhaving Substantially hindered the Employer or OthersClause Z18 Staff vetting and trainingZ18.1 The Contractor complies with the staff vetting and training requirementsstated in the Service Information.Clause Z19 Project Bank Account[Note to Compiler – Delete this note and this clause Z19and replace with “ Z19 - Not Used if not required. Delete this note if required]Defined terms Z19.1 (1) The Authorisation is a document authorising the project bank to makepayments to the Contractor and Named Suppliers.Project BankAccount(2) Named Suppliers are named suppliers unless later changed inaccordance with this contract.(3) Project Bank Account is the account used to receive payments fromthe Employer and make payments to the Contractor and NamedSuppliers.(4) A Supplier is a person or organisation who has a contract with theContractor to• provide part of the service or• provide a service necessary to Provide the Service.(5) Trust Deed is an agreement between the Employer, the Contractorand Named Suppliers which contains provisions for administering theProject Bank Account.Z19.2 The Contractor establishes the Project Bank Account with the projectbank within one week of the date of award of the contract.Z19.3 Unless stated otherwise in the Contract Data, the Contractor pays anycharges and is paid any interest made by the project bank.Z19.4 The Contractor submits to the Employer for acceptance details of thebanking arrangements for the Project Bank Account. A reason for notaccepting the banking arrangements is that they do not provide forpayments to be made in accordance with this contract. The Contractorprovides to the Employer and the Service Manager copies ofcommunications with the project bank in connection with the ProjectBank Account.Named Suppliers Z19.5 The Contractor includes in his contracts with Named Suppliers thearrangements in this contract for the operation of the Project BankAccount and Trust Deed. The Contractor notifies the Named Suppliersof the details of the Project Bank Account and the arrangements forpayment of amounts due under their contracts.Z19.6 The Contractor submits proposals for adding a Supplier to the NamedSuppliers to the Employer for acceptance. A reason for not accepting isthat the addition of the Supplier does not comply with the WorksInformation.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractPayments Z19.7 On or before each assessment date, the Contractor submits to theService Manager an application for payment, and shows in theapplication the amounts due to Named Suppliers in accordance withtheir contracts.Z19.8 No later than one week before the expiry of the period within whichpayment is to be made, the Employer makes payment to the ProjectBank Account of the amount which he assesses is due to be paid to theContractor.Z19.9 The Contractor makes payment to the Project Bank Account ofany amount not paid by the Employer andany amount required to make payment in full to Named Suppliers.Z19.10 The Contractor prepares the Authorisation, setting out the sums due toNamed Suppliers as assessed by the Contractor and to the Contractorfor the balance of the certified payment. After signing the Authorisation,the Contractor submits it to the Employer for signature and submissionto the project bank.Z19.11 The Contractor and Named Suppliers receive payment from the ProjectBank Account of the sums set out in the Authorisation as soon aspracticable after the Project Bank Account receives payment.Z19.12 A payment which is due from the Contractor to the Employer is notmade through the Project Bank Account.Effect of payment Z19.13 Payments made from the Project Bank Account are treated aspayments from the Employer to the Contractor in accordance with thiscontract or from the Contractor or SubContractor to Named Suppliers inaccordance with their contracts as applicable.Trust Deed Z19.14 The Employer, the Contractor and Named Suppliers sign the TrustDeed before the first assessment date.TerminationZ19.15 If the Employer issues a termination certificate, no further payment aremade into the Project Bank Account.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractTrust DeedThis agreement is made between the Employer, the Consultant and the Named Suppliers.Terms in this deed have the meanings given to them in the contract between ………………. and…………………. for ……………. (the service).10.1.1 BackgroundThe Employer and the Contractor have entered into a contract for the service.The Named Suppliers have entered into contracts with the Contractor or a Subcontractor inconnection with the service.The Employer and the Consultant have established a Project Bank Account to make provision forpayment to the Consultant and the Named Suppliers.10.1.2 AgreementThe parties to this deed agree that• sums due to the Contractor and Named Suppliers and set out in the Authorisation are held intrust in the Project Bank Account for distribution to the Named Suppliers in accordance withthe banking arrangements applicable to the Project Bank Account,• further Named Suppliers may be added as parties to this deed with the agreement of theEmployer and Contractor. The agreement of the Employer and Contractor is treated asagreement by the Named Suppliers,• this deed is subject to the law of the contract for the service,• the benefits under this deed may not be assigned.Executed as a deed on ……………………. by[For Contractor, use the applicable form of execution from the form of agreement]The Corporate Seal of the Secretaryof State for Transport is affixed and isauthenticated by:……………………………………….. Authorised by the Secretary of State for Transport[For the Named Suppliers Use one of the following forms of execution]OPTION 1 [execution by a company under seal]Executed as a deed by [name of NamedSupplier] by affixing his common seal inthe presence of:DirectorRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractDirector/Company SecretaryOPTION 2 [execution by a company as a deed by two signatures]Executed as a deed by [name of NamedSupplier]by [ ]……………………………………………..(print name of Director)signature of Directorand [ ]……………………………………………..(print name of Director/CompanySecretary)signature of Director/Company SecretaryOPTION 3 [execution by a company as a deed by one signature in the presence of awitnesss]Executed as a deed by [name of NamedSupplier]by [ ]……………………………………………..(print name of Director)signature of Directorin the presence of [ ]……………………………………………..……………………………………………..……………………………………………..(print name of witness)signature of witnessaddress of witnessoccupation of witnessOPTION 4 [execution by a partnership. All partners should execute unless a validpartnership resolution or power of attorney is produced which specifies otherwise.Repeat attestation block as often as necessary.]Executed as a deed by [name of NamedSupplier]by [ ]……………………………………………..(print name of partner)signature of partnerin the presence of [ ]……………………………………………..……………………………………………..……………………………………………..(print name of witness)signature of witnessaddress of witnessoccupation of witnessRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractJoining DeedThis agreement is made between the Employer, the Contractor and ………… (the AdditionalSupplier).Terms in this deed have the meanings given to them in the contract between ………………. and…………………. for ……………. (the service).10.1.3 BackgroundThe Employer and the Contractor have entered into a contract for the service.The Named Suppliers have entered into contracts with the Contractor or a SubContractor inconnection with the service.The Employer and the Contractor have established a Project Bank Account to make provision forpayment to the Contractor and the Named Suppliers.The Employer, the Contractor and the Named Suppliers have entered into a deed as set out in Annex1 (the Trust Deed), and have agreed that the Additional Supplier may join that deed.10.1.4 AgreementThe Parties to this deed agree that• the Additional Supplier becomes a party to the Trust Deed from the date set out below,• this deed is subject to the law of the contract for the service,• the benefits under this deed may not be assigned.Executed as a deed on ……………………. by[For the Contractor, use the applicable form of execution from the form of agreement]The Corporate Seal of the Secretaryof State for Transport is affixed and isauthenticated by:……………………………………….. Authorised by the Secretary of State for Transport()RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract[For the Additional Supplier, Use one of the following forms of execution]OPTION 1 [execution by a company under seal]Executed as a deed by the AdditionalSupplier by affixing his common seal inthe presence of:DirectorDirector/Company SecretaryOPTION 2 [execution by a company as a deed by two signatures]Executed as a deed by the AdditionalSupplierby [ ]……………………………………………..(print name of Director)signature of Directorand [ ]……………………………………………..(print name of Director/CompanySecretary)signature of Director/Company SecretaryOPTION 3 [execution by a company as a deed by one signature in the presence of awitnesss]Executed as a deed by the AdditionalSupplierby [ ]……………………………………………..(print name of Director)signature of Directorin the presence of [ ]……………………………………………..……………………………………………..……………………………………………..(print name of witness)signature of witnessaddress of witnessoccupation of witnessOPTION 4 [execution by a partnership. All partners should execute unless a validpartnership resolution or power of attorney is produced which specifies otherwise.Repeat attestation block as often as necessary.]Executed as a deed by the AdditionalSupplierby [ ]……………………………………………..(print name of partner)signature of partnerRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractin the presence of [ ]……………………………………………..……………………………………………..……………………………………………..(print name of witness)signature of witnessaddress of witnessoccupation of witnessRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractClause Z20Clause Z21Extension of the service periodZ20.1 The Employer may notify the Contractor that the service period is to beextended by the extension period or such lesser period as the Employermay specify.Z20.2 If the service period is extended by less than the extension period, theEmployer may further extend the service period so that the total periodof extension does not exceed the extension period.Z20.3 The Employer does not notify the Contractor of any extension or furtherextension to the service period later than 18 months before the expiry ofthe service period.PensionsZ21.1 The Contractor ensures that any Transferring Employees• who were originally employed by a public sector employer inproviding services similar to the service and were members of theOriginal Scheme,• whose employment transferred to a private sector employerpursuant to the Transfer of Undertakings (Protection ofEmployment Regulations 1981 or TUPE and who have beencontinuously employed in providing services similar to the serviceup to the access date and• who immediately before the access date are members of theOutgoing Contractor’s Pension Schemeautomatically become members of the Contractor’s Pension Plan onand from the access date and (except in the case of any suchTransferring Employee who opts out of membership of theContractor’s Pension Plan in writing in a form approved by theEmployer) remain members of the Contractor’s Pension Planthroughout the period of their employment in connection withProviding the Service.Z21.2 The Contractor ensures that the Contractor’s Pension Plan• is a registered pension scheme for the purposes of the FinanceAct 2004,• is a scheme which (in the opinion of the Government Actuary’sDepartment acting in accordance with its Statement of Practice) isa broadly comparable scheme to the Original Scheme assessed atthe point the Transferring Employees left the Original Scheme, orRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractwith the Employer’s agreement assessed at the access date onthe basis that the Transferring Employees had remained activemembers of the Original Scheme, and• is a scheme which satisfies all of the Contractor’s benefitobligations under TUPE and the Pensions Act 2004.Z21.3 The Contractor submits such documents and information as theEmployer may reasonably require to enable the Employer to satisfyitself that the Contractor’s Pension Plan complies with therequirements of clause Z21.2 and the Contractor delivers a GADCertificate to the Employer at least three months before the accessdate.Z21.4 Unless the prior written consent of the Employer is given, theContractor• complies with the requirements of the Pensions Act 2004, theOccupational Pension Schemes (Member-Nominated Trustee andDirectors) Regulations 2006, the Pension Regulator’s Code ofPractice no 8 (member-nominated trustee and directors - putting inplace and implementing arrangements) and all other applicablelegislative or regulatory requirements insofar as they relate to theappointment of member nominated trustees or directors,• ensures that the Contractor’s Pension Plan contains a provisionrequiring that no amendment to the Contractor’s Pension Plan canbe made in respect of the Transferring Employees referred to inclause Z21.1 which could reduce the value of the accrued benefitsof any such Transferring Employee (or any beneficiary claiming byor through them), such value to be calculated on a basis whichallows for service (including, but not restricted to, service creditedfollowing transfers of assets to the ’s Pension Scheme from otherpension schemes) to the date upon which the power to amend isexercised and the expected future growth in earnings of theTransferring Employee in question as determined by the trusteesof the Contractor’s Pension Plan from time to time havingconsulted the Appointed Actuary and• ensures that the Contractor’s Pension Plan contains a provisionrequiring that the transfer value payable in respect of anyTransferring Employee referred to in clause Z21.1 or any group ofsuch Transferring Employees who leaves the employment of theContractor as a result of the transfer of any undertaking which ispart or the whole of an undertaking transferred to the Contractorunder this contract will be a value reflecting expected futureincreases in salary of such Transferring Employee or TransferringEmployees concerned and will, as a minimum, be no less (in theopinion of the Government Actuary’s Department) than thetransfer value calculated on the same, or a more generous basisas that used to calculate the transfer value to the Contractor’sPension Plan as provided for in clause Z21.5.If the transfer payment paid by the trustees or administrators of theContractor’s Pension Plan is less (in the opinion of the GovernmentActuary's Department) than the transfer payment which would havebeen paid had this clause Z21.4 been complied with, the ContractorRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractshall pay to the receiving scheme the amount of the differenceZ21.5 The Contractor procures that the Contractor’s Pension Plan willaccept a bulk transfer from the trustees or administrators of the ’sPension Scheme or the Original Scheme (as appropriate) on termsagreed between the actuary to the ’s Pension Scheme or the actuaryto the Original Scheme (as appropriate) and the Appointed Actuary inrespect of all of the Transferring Employees referred to in clauseZ21.1 who become members of the Contractor’s Pension Plan andrequests the trustees or administrators of the ’s Pension Scheme orthe Original Scheme to make such a transfer in respect of them. TheContractor further procures that, in the cases of TransferringEmployees in respect of whom a bulk transfer is made pursuant tothis clause Z21.5, the benefits granted under the Contractor’sPension Plan in respect of pensionable service before the accessdate are granted on the equivalent of a day for day service creditbasis or the actuarial equivalent thereof as agreed between theappropriate actuary and the Appointed Actuary.Z21.6 If any of the Transferring Employees referred to in clause Z21.1 hashis employment terminated by the Contractor for reasons ofredundancy or operational efficiency during the Service Period, theContractor (to the extent that the relevant benefit has not beenprovided under any other provision of this contract)• uses his best endeavours to procure that an amount, equivalent toany additional pension benefits which would have been paid to theTransferring Employee from the Original Scheme had heremained in service with his previous public sector employer andbeen made redundant by that employer on the date on which hisemployment is actually terminated by the Contractor, is paid fromthe Contractor’s Pension Plan,• in the event that the Contractor is unable to procure the additionalbenefits from the Contractor’s Pension Plan, pays compensationto the Transferring Employee which is equivalent in terms of valueand manner of payment to that which would have been paid fromthe Contractor’s Pension Plan and• procures the payment of any benefit other than on redundancy orfor reasons of operational efficiency which is not an old ageinvalidity or survivors’ benefit either through the relevantContractor’s pension scheme or, if that is not possible, by payingcompensation, where the obligation to do so has transferred to theContractor under TUPE, on the same basis as that which applieson redundancy.Z21.7 The Contractor ensures that any Transferring Employees whoimmediately before the access date are members of the OutgoingContractor’s (non-Government Actuary’s Department certified)pension scheme and who were not members of the Original Schemeautomatically become members of the Contractor’s AlternativePension Plan on and from the access date and (except in the caseof any such Transferring Employee who opts out of membership ofthe Contractor’s Alternative Pension Plan in writing in a formRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractapproved by the Employer) remain members of the Contractor’sAlternative Pension Plan throughout the period of their employmentin connection with Providing the Service.Z21.8 The Contractor’s Alternative Pension Plan is• a registered pension scheme for the purposes of the Finance Act2004 and• a scheme which, as a minimum, fulfils the Contractor’s benefitobligations under TUPE and the Pensions Act 2004.Z21.9 Where the employment of any Transferring Employee is transferred toa Subcontractor, the Contractor procures that the Subcontractor• complies with the requirements of clauses Z21.2 to Z21.5 inrelation to any Transferring Employee to whom clause Z21.1applies and complies with the requirements of clause Z21.8 inrelation to any Transferring Employee to whom clause Z21.7applies (as the case may be) and• imposes similar requirements on any subsequent transferee of theTransferring Employees.Z21.10 The Contractor ensures that no announcement (whether or not inwriting) will be made by the Contractor or any Subcontractor to theTransferring Employees concerning the matters raised in thisclause Z21 without the consent in writing of the Employer.Z21.11 The Contractor indemnifies the Employer and holds it harmless at alltimes from any reasonable costs or losses suffered or incurred by itarising from claims by Transferring Employees or by trade unions,elected Transferring Employee representatives or staff associationsin respect of all or any Transferring Employees which• relate to pension rights in respect of periods of employment on orafter the access date or• arise out of the failure of the Contractor, any Subcontractor or anysubsequent transferee of the Transferring Employees to comply withthe relevant provisions of this clause Z21RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractClause Z22 IncidentsZ22.1 Following an Incident, the Service Manager may instruct theContractor to stop Providing the Service (or part of them), removeEquipment and Materials from the Regional technology network ortake such other actions as are necessary to enable the Regionaltechnology network (or part of it) to be brought back into use by trafficas soon as possible and to minimise disruption to the free flow oftraffic on the Regional technology network.Z22.2 If the Service Manager instructs the Contractor to stop Providing theService (or part of them) following an Incident, the Employer mayhimself provide or procure from another contractor such services asare required to enable the Regional technology network and/orRegional Technology Network (or part of them) to be brought backinto use by traffic and to minimise disruption to the free flow of trafficon the Regional technology network and/or Regional TechnologyNetwork. The Employer bears the cost of such services, unless theIncident was due to an act or default of the Contractor or would nothave occurred if the Contractor had Provided the Service inaccordance with this contractClause Z23 Alterations to the Regional Technology NetworkClause Z24Z23.1 The Service Manager may at any time issue an instruction changingthe Regional Technology Network and, unless the Parties agreeotherwise, the instruction takes effect on the date stated or the datethree months after it is received, whichever is laterIllegal and impossible requirementsZ24.1 Delete clause 18.1 and replace with the followingClause Z2518.1 The Contractor notifies the Service Manager as soon as he considersthat the Service Information requires him to do anything which is illegalor impossible. If the Service Manager requests, the Contractor submitsproposals for overcoming the illegality or impossibility to the ServiceManager within the period for reply. The Employer decides how theillegality or impossibility is to be overcome and what (if any) changes arerequired to the Service Information and the Service Manager gives aninstruction to change the Service Information appropriately.Annual Price ReductionsZ25.1 On the each anniversary of the access date• the Price for each lump sum in the Price List is reduced by theAnnual Discount Rate and• where a quantity is stated for an item in the Price List, the rate isreduced by the Annual Discount Rate.Z25.2 The Contractor may proposed a reduction in the Price for each lumpsum in the Price List or where a quantity is stated for an item in thePrice List, in the rate at any time. If the Employer agrees with theRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractClause Z26 Continual Improvementproposal then Service Manager issues an instruction to amend PriceList accordingly.Z26.1 The Contractor continually reviews its and its Subcontractors Processes,Procedures and Materials selected by the Contractor andSubcontractors for incorporation into the service in order to identifyEfficiency Improvements.Z26.2 In reviewing the Processes, Procedures and Materials selected by theContractor and Subcontractors for incorporation into the service theContractor as a minimum implements the requirements of the ServiceInformation.Z26.3 The Contractor submits details of any Efficiency Improvement to theService Manager for acceptance. The details must include anexplanation of the change to existing Processes, Procedures and/orMaterials selected by the Contractor and Subcontractors forincorporation into the service together with calculations showing theforecast reduction in the Prices accruing from the EfficiencyImprovement including the timeline over which the reduction will berealized.Z26.4 If the Service Manager accepts an Efficiency Improvement then thePrices are reduced, the reduction being assessed as 50% of theforecast reduction in the Prices identified in the Contractor’s submission.The reduction endures for the remainder of the term of this contract oruntil there is a further reduction on acceptance of a further EfficiencyImprovement and the annual discounts are applied to the reducedPrices.Z26.5 If the Service Manager accepts an Efficiency Improvement theContractor’s Quality Plan is amended to reflect the change inProcesses, Procedures and/or Materials selected by the Contractor andSubcontractors for incorporation into the service. Where the change inProcesses, Procedures and/or Materials selected for incorporation intothe service relates to subcontracted work, the Contractor ensures thatits subcontract arrangements are appropriately adjusted to enable theimprovement to be realized.Z26.6 The acceptance of an Efficiency Improvement by the ServiceManager does not relieve the Contractor of any of its obligationsunder this contract.Z26.7 A change to a Process and/or Materials selected by the Contractorand Subcontractors for incorporation into the service in order tocorrect a Nonconformity is not an Efficiency Improvement and theContractor is not entitled to any payment for the design ordevelopment of an Efficiency Improvement.Clause Z27 Service Manager’s provided PremisesZ27.1 The Contractor occupies and uses the Premises on the basis agreedbetween the Service Manager and the Contractor pursuant to theService Information.Z27.2 The Contractor may, at its own cost and with the Employer’s priorapproval, elect not to use the Premises and to use its own premisesRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractinstead.Z27.3 Subject to the Service Manager’s acceptance that the Contractor isable to Provide the Service to the standard required by this Contract,the Contractor may use its own premises.Z27.4 The Service Manager provides fully serviced and furnished officeaccommodation as stated in the Service Information for the use ofrepresentatives of the Contractor:Clause Z28Clause Z29 TerminationObjects and Materials within the Affect PropertyZ28.1 The Contractor takes all reasonable steps (by way of sale, re-use orotherwise) to maximise the value to the Employer of any wasteEquipment and/or Plant and Materials to which the Employer has titlearising in the course of Providing the Service. Any amount received bythe Contractor from the sale of such waste Equipment and/or Plantand Materials belongs solely to the Employer.Z29.1 Delete clause 91.3 and replace with91.3 The Employer may terminate if the Service Manager has notifiedthat the Contractor has defaulted in one of the following waysand not stopped defaulting within four weeks of the notificationexcept for failures to comply with Z2, Z6, Z9.Clause Z30 CDM RegulationsClause Z31• Substantially hindered the Employer or Others (R14).• Substantially broken a health or safety regulation (R15).For failures to comply with Z2, Z6 and Z9 the Employer mayterminate at any time after the failure has occurred whether ornot the Contractor has stopped defaultingZ30.1 The Contractor fulfils the role of principal contractor for the purposes ofthe CDM Regulations.Z30.2 The Contractor assists the• Employer in order to fulfill his duties as client• the Service Manager or Others in order to fulfill their duties as CDMCo-ordinatorunder the CDM Regulations as requiredCompensation EventsZ31.1 Clause 60.1 is deleted and replaced with the following clauses60.1 The following are compensation events.(1) The Service Manager gives an instruction changingthe Affected Property.(2) The Service Manager instructs or agrees a changeto the Service Information whichRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract• is not a change to the Information Systems,• is not stated elsewhere in these Conditions ofContract not to be a compensation event and• is not a change to the method of orrequirements for performance measurement.(3) The Contractor is required to modify his systems ormethods of Providing the Service as a result of achange in the Employer’s reference documents inAnnex A of the Service Information (not resultingfrom an Innovation or a change in law occurring afterthe Contract Date) and the Defined Cost of carryingout the relevant operation (taking into account allassociated costs incurred or savings made by theContractor as a result of the change) is increased ordecreased by more than 5% as a result. Indetermining whether a compensation event hasoccurred, the effect of each change in theEmployer’s reference documents is consideredseparately and is not aggregated with the effect ofany other change. The first 5% of the increase ordecrease in the Defined Cost of carrying out anoperation as a result of change in the Employer’sreference documents is ignored when assessing acompensation event (but not when determiningwhether a compensation event has occurred).(4) The Service Manager does not allow access to anduse of the Traffic Technology Systems within theArea Network and/or the Employer does not allowaccess to and use of the remaining TrafficTechnology Systems as the Contractor reasonablyrequires to Provide the Service.(5) The Employer or Service Manager does not providesomething which the Service Information states thathe is to provide within 8 weeks of a request from theContractor to do so.(6) The Service Manager gives an instruction to stop ornot to start any element of the service.(7) Others• do not work within the times notified by theService Manager,• do not work within the conditions stated in theService Information or• carry out work on the Affected Property thatis not stated in the Service Information ornotified by the Service Manager.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(8) The Service Manager gives an instruction for dealingwith an object of value or of historical or otherinterest found on, under or adjoining the AffectedProperty.(9) The Service Manager changes a decision (otherthan a decision referred to in Clause 60.1 (2)) whichhe has previously communicated to the Contractor.(10) A defect in work carried out by Others within oraffecting the operation of the Affected Property orany other default by Others in carrying out suchwork.(11) The Contractor encounters a defect in the physicalcondition of the Affected Property which• is not revealed by the Network Information orby any other publicly available informationreferred to in the Network Information,• was not evident from a visual inspection orroutine survey of the Affected Property at theContract Date,• an experienced contractor or consultantacting with reasonable diligence could notreasonably have discovered prior to theContract Date and• an experienced contractor or consultantwould have judged at the Contract Date tohave such a small chance of being presentthat it would have been unreasonable for himto have allowed for it.Only the difference between the physical conditionsencountered and those for which it would have beenreasonable to have allowed is taken into account inassessing a compensation event.(12) An event which is an Employer’s risk stated in thiscontract.(13) A change in law occurring after the Contract Date,unless the change and its effects could reasonablyhave been anticipated by the Contractor prior to theContract Date.(15) The Contractor exercises his right to suspendperformance of the Service under Section 112 of theHousing Grants, Construction and Regeneration Act1996.(16) The Employer resolves an ambiguity orinconsistency in or between the documents whichare part of this contract.RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract(17) The Employer notifies the Contractor of an extensionor further extension to the service period for all orpart of the service. Only the difference between theforecast Defined Cost of the Lump Sum Duties in theextended period and the average Defined Cost ofthe Lump Sum Duties over the most recent sametime period in the service period after allowing forindexation, is taken into account in assessing thecompensation event.(18) The Service Manager does not reply to acommunication where required by this contractwithin the period for reply.(19) The Service Manager unreasonably refuses toauthorise the replacement of an item of Employer’sStocks when requested to do so by the Contractor.(20) The Service Manager instructs the Contractor to takeaction (other than any action required as part of theservice) to enable the Affected Property (or part of it) to be brought back into use by traffic or to minimisedisruption to the free flow of traffic on the AreaNetwork or Regional Technology Network followingan Incident.(21) A breach of contract or act of prevention by theEmployer which is not one of the othercompensation events in this contract.(22) The Employer or the Service Manager does notcarry out the actions allocated to them in the RiskRegister.(23) Note Used.(24) Any other event which the Risk Register states is acompensation event.(25) Transfer of assets to NRTS Co in accordance withsection 3.2.2.(3) and 3.2.2 (4) of the ServiceInformation’(26) A change to the region specific information anAppendix A, section A.3 of the Service Information.Z31.2 The Contractor is deemed to have satisfied himself before enteringinto this contract• as to the extent of Affected Property,• as to the scope and nature of the Service and his obligationsunder this contract,• as to the basis of payment for the Service andRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contractthat he has all the information necessary to enable him to Provide theService in accordance with this contractZ31.3 If there is an ambiguity or inconsistency within the Network Information(including the information referred to in it), the Contractor is assumed tohave taken into account the conditions more favourable to Providing theServiceZ31.4 A compensation event pursuant to clause 60.1(25) is assessed as adeduction of the value stated on the Price List in respect of sections3.2.2 (3) and 3.2.2 (4) of the Service Information . A compensationevent pursuant to clause 60.1(26) will be assessed as an addition ordeduction to the value stated on the Price List in respect of Appendix A,section A.3 of the Service Information.Clause Z32 Routine Maintenance PlanZ32.1 Clause 21.1 is deleted and replaced with,21.1 The Contractor submits a Routine Maintenance Plan (a plan) to theService Manager for acceptance in accordance with the ServiceInformationClause Z33 Ambiguities and InconsistenciesClause Z34 RecordsZ33.1 Clause 17.1 is deleted and replaced by17.1 The Service Manager or the Contractor notifies the other as soonas either becomes aware of an ambiguity or inconsistency in orbetween the documents which are part of this contract. TheEmployer decides how the ambiguity or inconsistency is to beovercome and notifies the Service Manager. The ServiceManager gives an instruction resolving the ambiguity orinconsistency.Z34.1 The Contractor keeps detailed records relating to the RegionalTechnology Network and the Service (including performance levels inthe Regional Technology Network, the Defined Cost of Providing theService and records relating to Subcontractors) in the format andcontaining the details and for the period specified in the ServiceInformation. The Contractor makes the records available to theEmployer and his representatives (including the Service Manager) onrequest.Z34.2 The Contractor provides information to the Service Manager in theform, at the times and containing the details specified in the ServiceInformation relating to• the Defined Cost of Providing the Service and• performance levels in the Regional Technology Network byreference to the Performance Requirements and the performancemeasures referred to in the Service Information.Z34.3 The Contractor acknowledges that, for the purpose of examining andcertifying the Employer’s accounts or any examination pursuant toSection 6(1) of the National Audit Act 1983, the Comptroller andRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractAuditor General or any other auditor appointed by the Employer mayexamine documents held or controlled by the Contractor or anySubcontractor and may require the Contractor to provide such oral orwritten explanations as he considers necessary. The Contractorpromptly complies with any such requirements at his own cost. For theavoidance of doubt, the carrying out of an examination under Section6(3)(d) of the National Audit Act 1983 in relation to the Contractor is nota function exercisable under this contractClause Z35 InnovationsInnovationsZ35.1 The Contractor may at any time after the starting date submit to theService Manager a proposal for an Innovation.Z35.2 The Contractor continually monitors the development of a proposedInnovation and assesses the likelihood of its successful developmentand ensures that any abortive cost to both itself and the Employerare mitigated.Z35.3 A proposed Innovation must identify a resultant defined andcalculated saving in cost to the Employer which will arise from eitheror both of:• A reduction in the Prices or• A reduction in other costs to the Employer.Z35.4 Prior to preparing a detailed business case for an Innovation theContractor submits to the Service Manager an outline business casesetting out brief details of:• The proposed change to the Performance Requirements• Any significant risks that would impact on the successfuldevelopment and implementation of the proposed Innovation• The approximate cost saving to the Employer• The envisaged mechanisms to generate the proposed financialbenefits for the Employer i.e. the extent to which the benefits willbe realised by a reduction in the Prices and/or by a reduction inother costs to the Employer.Z35.5 The primary purpose of the outline business case is to provide anopportunity for the Contractor to assess the likelihood of the proposedInnovation being accepted and for the Service Manager to assess thecomplexity of the envisaged mechanisms to generate the proposedfinancial benefits.Z35.6 Following a joint review of the outline business case between theContractor, Employer and the Service Manager the Contractor maycontinue to develop the proposal by preparing a detailed businesscase at his discretion and at his own risk. The Contractor is notentitled to payment for the design or development of an Innovation(including the development of business cases).RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractZ35.7 If the Contractor prepares a detailed business case for a proposedInnovation he submits it to the Service Manager. A detailedbusiness case includes full details of:• Full details of the revised Performance Requirements,• how any risks associated with the implementation of theInnovation are to be allocated,• a cost benefit analysis,• the financial benefit and the timeline over which the benefit will berealised including details of how the benefit will be realised by wayof a reduction in the Prices and/or a reduction in other costs to theEmployer, and• A proposal as to how the Contractor’s share of saving is to be paidwhich takes account of the conditions in clause Z34.11.Z35.8 The Employer, Contractor and Service Manager discusses theContractor’s proposal and recommends whether (and if so on whatterms) the Innovation is implemented.Z35.9 The Employer may at any time reject a proposed Innovation in hisabsolute discretion. The Contractor will not be reimbursed fordeveloping the business case(s) whether or not it is rejected.Z35.10 If the Employer agrees to implement an Innovation the ServiceManager instructs the implementation of the Innovation as a changeto the Service Information.Z35.11 A change to the Service Information instructed by the ServiceManager under this clause Z35 is not a compensation event.Z35.12 The saving in cost to the Employer is shared on an equal 50% splitbetween the Contractor and the Employer subject to the following:• The savings only relate to the Regional technology network,• The cash benefit of the savings to the Employer must be capableof being realised within the service period,• The Contractor’s share of the saving from any one Innovation shallnot exceed one million pounds (£1,000,000),• No payment is made to the Contractor in respect of savings in theEmployer’s costs outside the service until such time as thesavings are realised, and• Payment is made in accordance with the proposal in the detailedbusiness case or as the same is amended by agreement.The Contractor’s share of the saving is deemed to include paymentfor release of the Intellectual Property Rights in the InnovationRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractPart two – Data provided by the ContractorCompletion of the data in full, according to the Options chosen, is essentialto create a complete contract.Statements given inall contracts• The Contractor isName .........................................................................................................Address ........................................................................................................................................................................................................................…………………………………………………………………………………………….• The annual discounts areYr2…………………………………………………..%Yr3 ………………………………………………….%Yr4 ………………………………………………….%Yr5 ………………………………………………….%• The direct fee percentage is………………………………………………………. %.• The subcontracted fee percentage is…………………………………………….. %.• The key persons are(1) Name ....................................................................................................Job ........................................................................................................Responsibilities ....................................................................................Qualifications ........................................................................................Experience ........................................................................................................................................................................................................(2) Name ....................................................................................................Job ........................................................................................................Responsibilities ....................................................................................Qualifications ........................................................................................Experience ........................................................................................................................................................................................................• The following matters will be included in the RiskRegisterRTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of Contract.........................................................................................................................................................................................................................................................................................................................................................Optional statementsIf the Contractor is to provide Service Information for his plan• ................................................................................. .……………….…•• The price list is the lump sum schedule contained within Price List,[NOTE TO TENDERERS - DO NOT CHANGE OR DELETE THISENTRY]• The tendered total of the Prices is .....................................................• The named suppliers areIN WITNESS whereof this Agreement has been executed and unconditionally delivered as adeed the day and year first above written.THE CORPORATE SEAL ofTHE SECRETARY OF STATE FOR TRANSPORTis affixed to THIS DEEDand is authenticated by:Authorised by the Secretary of State........................................................EXECUTED AND DELIVERED AS A DEEDby [Contractor]acting by:Signature of Director ........................................................Print name of Director ........................................................Signature of Director/Secretary ........................................................Print name of Director/Secretary ........................................................RTMC CoC, Issue 1, Rev 0 July 2011

Regional Technology Maintenance ContractConditions of ContractSignature of Director ........................................................Print name of Director ........................................................Signature of Director/Secretary ........................................................Print name of Director/Secretary ........................................................RTMC CoC, Issue 1, Rev 0 July 2011