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The Project Control Framework
On 1st April 2008 we launched the Project Control Framework. The Framework sets out how we, together with the Department for Transport, manage and deliver major improvement projects.
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Prequalification Document
A249 Stockbury (M2) to Sheerness DBFO Contract
APPENDIX D Draft Agreement Summary
1 Introduction
The Tender Invitation Documents will include a Draft Agreement between the Secretary of State and the DBFO Co. The Tender Invitation Documents will also contain a note of scheme specific contract terms indicating how certain scheme specific details will be completed in the Draft Agreement. The principal terms of the Draft Agreement are outlined below. The Agency reserves the right to make amendments to the Draft Agreement at any time prior to contract signature, including during the Tender Period and subsequent negotiations.
2 Contract Period
The Draft Agreement provides for a Contract Period of 30 years from the commencement date (subject to extension as a result of force majeure). A Tenderer may submit a Variant Bid for an alternative finite Contract Period.
3 The Project
3.1 The Draft Agreement will require the DBFO Co to design, construct and finance the new or improved sections of the Project Road and related off-site facilities and to operate and maintain both the existing and new or improved sections of the Project Road.
3.2 The DBFO Co must design and construct the new sections of road and off-site facilities in accordance with agreed construction requirements. Detailed development of the design must be conducted in accordance with a design and certification procedure. There will also be procedures for changes to the construction requirements initiated either by the DBFO Co or by the Agency.
3.3 The operation and maintenance of the existing sections of road (and of the new sections of road after the issue of the permit to use) must be in accordance with the operation and maintenance (O&M) requirements. The DBFO Co may propose changes to the O&M requirements following execution of the DBFO Contract, but any changes must be to a standard at least equivalent to the O&M requirements which are to be changed and must be at least as effective in satisfying the core O&M requirements as the O&M requirements before change.
4 DBFO Payments
The Draft Agreement will entitle the DBFO Co to receive payments from the Agency which are expected to be calculated by reference to the degree of congestion, lane availability and safety performance on the Project Road. In calculating payments, these factors may be accorded differing levels of importance according to the nature of each relevant section of the Project Road.
5 Risk
The Draft Agreement will define certain limited types of risk which the Secretary of State is willing to retain or share. All other risks will be borne by the DBFO Co.
6 Monitoring and Liaison
6.1 A nominee of the Agency will act as the Secretary of State's agent in relation to the DBFO Co's design and construction on the new sections of road. A nominee (which may be the Agency itself) will also act as the Secretary of State's agent in respect of other aspects of the operations, in particular the operation and maintenance of the Project Road. Their functions will be set out in the Draft Agreement, but their essential task is to monitor the DBFO Co's performance of the contracted service.
6.2 Defaults in performance by the DBFO Co may lead to the award of points under a penalty points system or, in the case of material breaches, warning notices, which may trigger increased levels of monitoring at the DBFO Co's cost and certain other sanctions.
6.3 The DBFO Co will be responsible for liaison with all affected or interested third parties. Liaison procedures must be developed by the DBFO Co and agreed with relevant parties before operations commence.
7 Quality Management
The DBFO Co, its designer, its main contractor, its operator and its other contractors and sub-contractors will be required to have in place (and operate in accordance with) a Quality Management System complying with the relevant part of the BS EN ISO 9000 series. The DBFO Co will also be required to appoint a project quality director to exercise overall responsibility for quality management. The Secretary of State will have a right of audit and inspection to ensure that the contract terms are being met.
8 Additional Works and Subsequent Schemes
8.1 The Secretary of State may require additional works, not covered by the agreed construction requirements, to be carried out on the Project Road, and may require the DBFO Co to act as its managing agent in procuring those works.
8.2 The DBFO Co may itself propose, for approval by the Secretary of State, further schemes affecting the Project Road.
9 Delay, Compensation and Force Majeure
9.1 In certain circumstances, including the failure by the Secretary of State to issue the certificate of commencement or a breach of his obligation to give access to the Site, the DBFO Co may be entitled to compensation.
9.2 Where a force majeure event (such as war, rebellion, or nuclear explosion) has delayed the completion of a new section of Project Road, the DBFO Co may be entitled to an extension of the Contract Period. Where the force majeure event has damaged the Project Road the Secretary of State will reimburse the DBFO Co for the cost of agreed rectification work. Where the force majeure event has a material effect on the performance of the agreement for longer than an agreed period, either party may terminate the DBFO Contract.
10 Change
The Draft Agreement will define possible events or changes which may have an impact on the DBFO Co's costs and/or revenues and which could lead to an adjustment in DBFO payments (or, in some circumstances, a one-off compensatory payment). Changes which may be judged eligible for compensation include:
- changes in standards or design during construction required by the Secretary of State;
- changes in standards or specification after construction required by the Secretary of State;
- new road schemes or other works initiated by the Secretary of State; and
- the introduction of user paid tolls.
11 Termination
The Secretary of State may terminate the DBFO Contract on the occurrence of defined events of default by the DBFO Co. The DBFO Co may also terminate the DBFO Contract in limited circumstances, including the sequestration of the Project Road, and the transfer of the Secretary of State's obligations under the DBFO Contract to a non-Governmental person other than a successor highway authority. Either the Secretary of State or the DBFO Co may terminate the DBFO Contract in the event that a force majeure event occurs and continues beyond an agreed period.
12 Handback
12.1 On the expiry of the Contract Period, the Project Road and its associated facilities must be handed back to the Agency and must satisfy handback requirements, which will largely be defined by reference to the residual life of the various elements.
12.2 Joint inspection of the pavement, structures and all other elements of the Project Road will be carried out before the end of the Contract Period. The works needed to return the Project Road to the required handback standard and the programme for, and estimated cost of, those works will be agreed or, if necessary, determined by a disputes resolution procedure, which will be detailed in the DBFO Contract. A proportion of DBFO Payments payable after the joint inspection will be retained as security for the performance of those works.
