NOTTINGHAM EXPRESS TRANSIT - PHASE TWO APPENDIX 1 ... · 2.1.5.2 Whole life costing benefits - the concessionaire will be incentivised to ensure that the system is designed to optimise

NOTTINGHAM EXPRESS TRANSIT - PHASE TWO

APPENDIX 1 - PROCUREMENT STRATEGY

NET Phase Two Full Business Case

Submitted July 2011

1. INTRODUCTION AND OBJECTIVES

1.1 This paper has been produced by Nottingham City Council and Nottinghamshire

County Council (together "Promoters") and sets out their procurement strategy

in respect of Nottingham Express Transit ("NET") Phase Two. This paper

supplements and consolidates previous papers submitted by the Promoters to the

Department for Transport ("DfT").

1.2 NET Phase Two consists of two extensions to the current NET light rail system

to Clifton via Wilford and to Chilwell via Beeston. The two extensions would

more than double the length of the existing NET system ("Line One") to 31 km,

providing a new high quality public transport service for the west and south west

of the Greater Nottingham conurbation.

1.3 The Line One concession agreement requires the parties to terminate the existing

arrangements in the event that the Promoters wish to procure extensions to the

system. The Promoters' legal advisers have previously provided a paper to DfT

on the contractual position in respect of termination for network extensions and

their financial advisers have prepared a separate analysis of the compensation

that will be payable to the outgoing concessionaire.

1.4 In order to ensure that commercially innovative proposals inform the design

process and to assist with obtaining key third party approvals as early as possible,

the Promoters have appointed a design team in advance of launching the

procurement in respect of the concessionaire. The design team will provide a

warranty to the preferred bidder.

1.5 This paper has been produced with DfT's requirements of affordability and

transport integration in mind, to meet the following key objectives:

1.5.1 secure value for money over the whole life of the project;

1.5.2 optimise risk transfer to the private sector;

1.5.3 mitigate any risk retained by the Promoters;

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1.5.4 ensure there is a contractual mechanism allowing the Promoters to share

any windfall gain received by the operator of the system;

1.5.5 ensure that the contractual arrangements provide flexibility in respect of

any future extensions to the system;

1.5.6 incentivise achievement of those outputs which are most important to

users of the system (e.g. service frequency, timetable, ride quality, noise

emissions etc);

1.5.7 ensure integration between the existing NET system and Phase Two; and

1.5.8 require the operator to participate in concessionary fare and local

ticketing schemes, but otherwise not to retain control over fares. This

will be achieved through obligations contained in the concession

agreement.

1.6 An executive summary of the procurement options considered by the Promoters

is provided at Section 2, and a more detailed analysis is set out in Section 3.

Section 4 considers the applicability of the Docklands Light Railway contractual

structure to NET. A qualitative assessment prepared in accordance with HM

Treasury guidance is at Section 5.

2. EXECUTIVE SUMMARY

2.1 Contractual structures for procurement of NET Phase Two

2.1.1 The contractual structures considered by the Promoters in respect of the

implementation of NET Phase Two are:

2.1.1.1 Option 1 - Design, Build, Finance, Operate and Maintain

(DBFO) - Under this option, one contractor would be appointed

as single point of accountability for all aspects of the project.

2.1.1.2 Option 2 - Design, Build, Operate and Maintain (DBOM) -

This is the same as Option 1 (DBFO), but without any external

private sector project finance.

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2.1.1.3 Option 3 - Design, Build, Finance and Maintain plus Operate

(DBFM+O) - Under this structure, the DBFM contractor is

responsible for providing and maintaining the infrastructure on

the basis of PFI availability payments and a separate operating

concession agreement is awarded.

2.1.1.4 Option 4 - Design and Build plus Operate and Maintain

(DB+OM) - Under this option, an operating and maintenance

concession and separate turnkey design and build contract would

be awarded.

2.1.2 Option 2 (DBOM) does not appear to offer any advantages when

compared with Option 1 (DBFO). However, this structure does have

significant disadvantages (e.g. in terms of not incentivising whole life

costing and the achievement of passenger focused outputs through a PFI

performance regime and payment mechanism) and has therefore been

dismissed.

2.1.3 Option 3 (DBFM+O) has been dismissed because it is impractical in the

context of NET Phase Two, given concerns as to the division of

operations on the one hand and design, construction and maintenance on

the other. This is considered in more detail in section 4.

2.1.4 Option 4 (DB+OM) has been dismissed because this structure does not

deliver optimal whole life costing or transfer significant long term risk to

the private sector. Furthermore, because the operator would not receive

ongoing unitary charge payments in respect of which performance

deductions may be made, the operator will be less incentivised to achieve

passenger focused outputs.

2.1.5 Accordingly, the Promoters' preferred procurement option is 1 (DBFO),

for the following key reasons:

2.1.5.1 Full transfer of integration risk - the concessionaire will be

required to deal with any integration problems (e.g. inability of

the operator to meet run time requirements due to design), failing

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which the Promoters will be entitled to reduce the unitary

charge. The experience of construction and commissioning of

Line One was that there were significant system integration

matters e.g. the rail/wheel interface which had to be resolved

before Line One could be brought into operation. As a result of

the PFI DBFO structure employed for Line One, the Promoters

were held harmless from the effects of this risk. The Promoters

do not have and do not seek the capacity to absorb the interface

risks inherent in other procurement methods.

2.1.5.2 Whole life costing benefits - the concessionaire will be

incentivised to ensure that the system is designed to optimise

whole life cost over the life of the project and to satisfy

handback requirements.

2.1.5.3 Incentivises achievement of passenger focused outputs - the

performance regime and payment mechanism will provide

greater incentive than under any other procurement option to

achieve passenger focused outputs (e.g. service frequency and

ride quality). Otherwise the concessionaire will suffer

deductions from the unitary charge.

2.1.5.4 Flexible structure - future extensions will be included within the

scope of the procurement and smaller changes would be dealt

with under the contractual variation procedure.

2.1.5.5 Market appetite - positive market feedback on the use of a

DBFO structure, with a similar payment structure to Line One.

2.1.5.6 Street running - grouping of operations and maintenance in a

street running environment reflects the current preferred

approach of the market.

2.1.5.7 Revenue risk - the concessionaire will have overall control in

respect of design, construction, maintenance, life cycle

replacement and operation allowing the concessionaire to have

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greater influence on patronage revenue and take farebox revenue

risk. The Line One Concession Agreement transferred full

revenue risk to the concessionaire. The Promoters, unlike TfL

and some of the passenger transport executives, do not have the

budgetary flexibility to enable them to retain substantial revenue

risk and it is therefore proposed that there will be no revenue risk

share. The successful operation of NET Line One, where actual

patronage and revenues have been broadly in line with forecast

projections, is likely to influence bidders to be more willing to

accept long term cost and revenue risks than would be the case

for entirely new schemes.

2.1.5.8 Value for money - the Promoters have undertaken both

qualitative and quantitative Value For Money assessments in

accordance with HM Treasury guidance. In summary, the

outcome of this assessment is that the chosen PFI option

continues to offer best value, showing a Value For Money

margin of 13%.

3. ANALYSIS OF CONTRACTUAL STRUCTURE FOR PROCUREMENT OF PHASE TWO

Contractual Structure

Description Advantages Disadvantages

Option 1 - Design, Build, Finance, Operate and Maintain (DBFO) Example - NET Line One

Under this option a single concessionaire would be appointed as the sole point of accountability for all aspects of the project, including design, build, funding, operation, maintenance and integration with Line One. The concessionaire would be paid by reference to service based outputs, such as timetable and ride quality and not by reference to availability of infrastructure. DBFO is the basis of NET Line One, which has been a great success for the Promoters. There is a single point of accountability for all services and all key risks are transferred (although it is recognised that in today's market, better value for money may be achieved if certain risks are shared between the public and private sectors).

• Integration risk is fully transferred. This is a key objective of the Promoters. NET Phase Two differs from tramway refurbishment or entirely new systems because of the requirement to integrate Phase Two with Line One, both in terms of the minimisation of disruption to Line One services and inter-operability of infrastructure and vehicles.

• This structure incentivises whole life

costing more than any other, as the concessionaire is responsible for all aspects of the project from design through to operation, for the duration of the contract period.

• A recent market consultation exercise

conducted by the Promoters has shown that the operator and construction market would be receptive to this structure. In addition, all of the funders consulted by the Promoters in a recent soft market test were positive towards the use of a DBFO structure for Phase Two.

• The payment mechanism provides

• The experience from Leeds Supertram and the South Hampshire Rapid Transit has shown that long-term revenue risk transfer may be unattractive to funders. However, this can be mitigated through the use of a revenue share mechanism (if required) or appropriate ratios between debt service, unitary charge and farebox revenue. Furthermore, there is a degree of certainty in respect of patronage figures as a result of performance data from Line One. Whilst those funders consulted in the Promoters' soft market test were cautious about revenue risk, they all believed that with the right ratio of revenue risk to unitary charge payments, a significant degree of revenue risk could be transferred without adversely affecting value for money.

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greater incentive than under any other procurement option to achieve passenger focused outputs (e.g. service frequency and ride quality).

• This structure does not require

upfront public sector capital funding and therefore should be more affordable.

• Leading counsel (Kenneth Parker QC

and Michael Bowsher QC) have advised that this structure can easily accommodate future system extensions. This is not affected by the implementation of the new procurement regulations.

• Potential to achieve off balance sheet

treatment. Option 2 - Design, Build, Operate and Maintain (DBOM) Example - Midland Metro

This is the same structure as for DBFO, but without any external private sector project finance.

As for Option 1 (DBFO). As for Option 1 (DBFO), plus: • Requires upfront public sector

capital funding. • This structure does not deliver

optimal whole life cost or transfer significant long term risk to the private sector. For example, despite contractual transfer of risks, much of latent

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defect risk and life cycle risk effectively sits with the public sector because there is no bank funding at stake.

• No requirement for substantial

bank due diligence which would otherwise help identify and manage risk and ensure the delivery of the final project.

• Unlike Option 1 (DBFO),

because the concessionaire does not receive ongoing unitary charge payments in respect of which performance deductions may be made, this structure does not incentivise the achievement of passenger focused outputs.



Option 3 - Design, Build, Finance and Maintain plus Operation (DBFM+O) Example - Docklands Light Rail ("DLR")

DBFM + O is the contractual structure used on DLR. A DBFM contractor is responsible for providing the infrastructure and vehicles under a long term contract and is paid on the basis of availability of infrastructure rather than on the basis of service based outputs. A separate operating company is awarded a short term operating concession.

• This structure facilitates the procurement of future unforeseen extensions because there can be more than one infrastructure provider, meaning that the existing DBFM arrangements do not need to be terminated. The relatively short duration of the operating contract allows for regular re-letting of the operating contract in respect of the entire system. However, as noted above, leading counsel have advised that this can also be achieved under the DBFO structure.

• This structure does not require upfront

public sector capital funding. • Whole life costing benefits in that the

same entity is responsible for design, construction and maintenance (though not operation).

• While this model is proving successful in an "off-street environment", in the case of NET there are clear interfaces with third parties and disputes at these interfaces are likely to result in additional cost for the public sector (this is considered further in section 4).

• The level of complexity associated

with this structure in order to deal with the interfaces between the operator and the DBFM contractor is not proportionate for Phase Two and the Promoters do not have the resources that TfL have available to manage this interface risk.

• May not achieve off balance sheet

treatment. • Retention of long term revenue risk

due to short operating contract. • Less effective transfer of risk to

operator because no financing is at stake under the operating concession.

• A payment mechanism based on

availability of infrastructure rather than

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matters such as reliability, punctuality and ride quality does not incentivise customer focused outputs.

Option 4 - Design and Build plus Operate and

Maintain

(DB+OM) Example - Sheffield Supertram

A turnkey design and build contract and a separate operating and maintenance contract would be awarded to two different entities. This is the model used on Sheffield Supertram.

• This structure allows new infrastructure for system extensions to be procured directly by the public sector and the operating/maintenance contract to be extended to cover the entire system. However, as detailed above, the same effect could be achieved through a DBFO structure.

• As with DBFO, responsibility for

operation and maintenance rests with the same entity, avoiding some of the problems associated with the DBFM+O structure.

• This structure does not deliver optimal whole life cost or transfer significant long term risk to the private sector. For example, despite contractual transfer of risks, much of latent defect risk and life cycle risk effectively sits with the public sector because there is no bank funding at stake.

• Unlike Option 1 (DBFO), because the

concessionaire does not receive ongoing unitary charge payments in respect of which performance deductions may be made, this structure does not incentivise the achievement of passenger focused outputs.

• Will not achieve off balance sheet

treatment. • Integration risk between D&B and

O&M elements is not transferred and remains with the Promoters.

• No requirement for substantial bank

due diligence which would otherwise help identify and manage risk and

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ensure the delivery of the final project.

4. COMPARISON WITH DOCKLANDS LIGHT RAILWAY ("DLR")

4.1 DLR Contractual Structure

4.1.1 The Promoters have given detailed consideration to the potential use of a

DBFM+O structure, as used on DLR. Under this structure, the Promoters

would enter into a contract for the design, construction, financing and

maintenance of the new infrastructure and payments to the DBFM contractor

would be made on an availability basis. The Promoters would also enter into

a separate concession agreement with an operator.

4.1.2 Under the DLR structure, maintenance responsibilities primarily rest with the

various DBFM contractors. The operator provides a "first operational

response" service, aimed at dealing with unexpected maintenance issues

which affect train operations. This service involves initial reporting of the

incident, attendance at site and rectification (where within the immediate

capabilities of the operator). It does not include permanent or substantial

repairs.

4.1.3 The result is that a complex contractual regime is required whereby

liquidated damages and the other costs of each of the operator and the DBFM

contractor are paid by one party to the other where the former has failed to

comply with its contractual obligations. In practice, the result is that the

public sector promoter would inevitably become involved with any dispute

regarding the interface between operations and maintenance responsibilities.

Under a DBFO structure, any such disputes would be dealt with by the

project company and its subcontractors.

4.2 Applicability of separation of maintenance and operation for NET

4.2.1 DLR operates as a fully segregated railway, utilising fully automated trains

which are driverless in standard mode, powered by a third rail and controlled

by an automatic train control system. Therefore, the system is effectively

isolated from extraneous influence, including driver behaviour, making it

possible to identify a clear split between infrastructure availability and day to

day system operation, and enabling a transparent interface between the two to

be maintained.

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4.2.2 By contrast, NET vehicles are street running and there are significant

interfaces with users of the public highway, such as pedestrians crossing

tracks, illegal parking causing delay to services, traffic on the tracks etc. In

addition, unlike DLR, the NET vehicles are operated by drivers and therefore

driver behaviour has a significant potential impact on infrastructure, vehicle

condition and subsequently overall performance of the system.

4.2.3 In such an environment, the system infrastructure and the mode of operation

is considerably more at risk of disruption for reasons other than simply

equipment failure. With so many external factors potentially impacting on

operation and the DBFM contractor's response to these factors therefore

being critical to the operator's ability to perform, the operator (whose

payments will be dependent on outcomes to the public) will be especially

concerned about the increased risks that would be imposed on it by the

separation of operations from maintenance. The operator would effectively be

taking the risk that the Promoters had adequately specified the deliverables

under the DBFM contract in order to enable the operator to meet the

requirements of its own output-based specification and that there is an

adequate liquidated damages regime in the DBFM contract to compensate the

operator for any losses incurred.

4.2.4 Given the environment in which the NET system operates, where external

factors are likely to require responsive action from the DBFM contractor on a

more regular basis than is required for DLR, as has been shown by NET Line

One operations, the operator is likely to push as much of this risk back to the

Promoters as possible, leaving the Promoters with significant integration risk

and potential maintenance responsibilities. The Promoters are unwilling to

accept such risk and consider that management of maintenance risk by the

operator would help ensure that remedial action is efficiently co-ordinated

and cost effectively managed. It would also encourage an overall operating

and maintenance regime focused on running a light rail service (rather than

minimising penalty payments to separate operating and maintenance

organisations), thereby reducing the potential for a "blame culture" to

dominate.

4.2.5 One of the principal reasons for adopting a DBFM structure is that it permits

the procurement of extensions to an existing system without the requirement

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to terminate existing design and build arrangements. However, leading

counsel have advised that it would be possible to achieve the same effect

under a DBFO structure. As a result, the use of a DBFM structure would

involve a level of contractual complexity disproportionate to the size, capital

value and requirements of NET Phase Two.

4.2.6 Furthermore, the recent market test conducted by the Promoters has shown

that, as a general rule, organisations bidding for the operating element of a

light rail project would only be interested in doing so provided maintenance

responsibilities were grouped with operations.

5. QUALITATIVE ASSESSMENT

Issue Question Response

Programme level objectives and outputs

Is the Procuring Authority satisfied that operable contracts could be constructed for projects falling in this area? Can these contractual outputs/requirements be robustly assessed? Could the contracts describe service requirements in clear, objective, output-based terms? Could they support assessments of whether the service has been delivered to an agreed standard?

Nottingham Express Transit Line One, which was procured under this structure, is in highly successful operation. During the construction phase this structure ensured that all of the integration and construction delay risks were passed to Carillion and did not remain with the Promoters. Market testing carried out by the Promoters has shown that this structure remains attractive to both contractors and operators, as well as to funders. The NET Line One contract demonstrates that light rail technical requirements may be successfully expressed in output terms and are capable of being robustly monitored and assessed.

Is the fit between needs and outcome sufficient to proceed? The Annex E submission and updated OBC submitted by the Promoters demonstrate that the strategic need may only be met by proceeding with the procurement of Phase Two.

In the event of staff transfer, can the contracts be drafted to avoid perverse incentives and deliver quality services?

If staff are to transfer, which is likely, appropriate provisions to protect their employment rights (including in relation to pensions) will be included within the contracts. The Promoters will ensure compliance with best practice and the Code of Practice on Workforce Matters in Local Authority Service Contracts.

The specification, payment mechanism and performance regime will ensure that the concessionaire is incentivised to deliver high quality works and services and to achieve passenger focused objectives.

Operational flexibility Is the Procuring Authority satisfied that operational flexibility is likely to be maintained over the lifetime of the contract, at an acceptable cost?

To ensure operational flexibility, future extensions to the NET system will be included within the scope of the original procurement, such that the Promoters will have the option to require the concessionaire to provide and operate any or all of such extensions. Leading counsel have advised that under this structure (which is treated as a "public works concession" for

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Issue Question Response procurement law purposes) this may be achieved within the constraints of public procurement and state aid legislation. This will not be affected by the Public Contracts Regulations 2006.

The concession agreement will contain a variation procedure allowing the Promoters to vary the works and services on a no net loss/no net gain basis. This will enable the services to be amended to reflect changes in demand or other factors at reasonable cost to the Promoters.

Have the long term tradeoffs between operational flexibility and cost been identified?

The mechanisms described above will enable flexibility to be incorporated into the contracts without the need to incur significant cost until variations or extensions are implemented. The concession agreement will require the cost of major variations to be either benchmarked or market tested by tendering relevant subcontractor packages in order to ensure value for money.

Equity, efficiency and accountability

Are there public equity, efficiency or accountability reasons for providing the service directly, rather than through a PFI contract?

There are no such reasons. Public transport services are more typically provided by the private sector in the UK than by the public sector.

Are there regulatory or legal restrictions that require services to be provided directly?

The Promoters have taken legal advice which has confirmed that there are no such restrictions.

Have the expected staff terms and conditions at stage 2 been considered and what are the impacts on the contract, equity, efficiency and accountability?

The Promoters' legal advisers' initial view is that it is likely that, assuming that there are no organisational changes in the meantime, those staff engaged by the outgoing concessionaire in the provision of the Line One services will transfer to the new concessionaire's subcontractors under the new structure. Appropriate provisions to protect their employment rights (including in relation to pensions) will be included within the contracts. The Promoters will ensure compliance with best practice and the Code of Practice on Workforce matters in Local Authority Service Contracts.

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OVERALL VIABILITY

Overall, in deciding to proceed with PFI, is the accounting officer satisfied that an operable contract with built-in flexibility can be constructed, and that strategic and regulatory issues can be overcome?

The Promoters' monitoring officers and chief financial officers are satisfied that an operable contract with built-in flexibility can be constructed, and that strategic and regulatory issues can be overcome using the DBFO structure. They receive regular reports from the Promoters' dedicated project team, which are informed by advice from the Promoters' legal, financial and technical advisers.

Risk management Does the project involve the purchase of a significant capital asset, where the risks of cost and time over-runs are likely to be significant? Does the project involve operational aspects where the risk of cost and time overrun are likely to be significant?

The project does involve the procurement of significant capital assets, namely track, overhead line equipment and vehicles.

The risk of cost and time overrun during the construction phase could have a significant impact on the capital costs of the project (e.g. dealing with unforeseen ground conditions and cost increases of materials) and could cause a loss to the operator in terms of operating revenue (e.g. delayed patronage and advertising revenue).

As is the case on Line One, this risk would be transferred to the concessionaire under the concession agreement, and consequently to its subcontractors. Such degree of transfer of integration risk is not achievable under any structure other than DBFO.

Innovation Does a preliminary assessment indicate that there is likely to be scope for innovation? To what extent are the project's scope, specification and operation pre-set or open to negotiation with the private sector?

Whilst the Line One infrastructure specification will form a basis for Phase Two (as the Promoters will require full integration of the entire system), there is still scope for innovation in the construction elements of Phase Two (for example, design and construction requirements around Nottingham Station and the regional hospital, the Queen's Medical Centre).

Furthermore, there is scope for innovation in a number of operational aspects of the scheme, such as service patterns and

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Issue Question Response fare collection.

In order to ensure that commercially innovative proposals inform the design process and to assist with obtaining key third party approvals as early as possible, the Promoters have appointed a design team in advance of launching the procurement in respect of the concessionaire. The design team will provide a warranty to the preferred bidder.

Service provision Given that responsibility for operation of Line One is already vested in the private sector, it is difficult to identify in the context of NET what soft services to be retained in house may comprise.

These questions appear to be aimed at accommodation projects and are not relevant.

Are there good strategic reasons to retain soft service provision in house?

• What are the implications in the longer term for the organisation in losing these skills - are all the expertise transferring or is there some retention? Eg skills to manage contracts or let future similar contracts.

Is soft service transfer essential for achieving the overall benefits of improved standards of service delivery? • What are the relative advantages and disadvantages?

• Is there a commitment that the assumed benefits are deliverable without eroding the overall terms and

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conditions for staff?

• Is transfer necessary to achieve the optimal risk allocation?

Where soft services are not transferred, is this consistent with the Prime Minister's commitment to flexibility of public service provision? • Are there changes in working practices that are only

deliverable through transfer or are there other ways

these could be achieved and do they deliver VfM?

Incentive and monitoring

Can the outcome or outputs of the investment programme be described in contractual terms, which would be unambiguous and measurable?

Can the service be assessed against an agreed standard?

Under the DBFO structure, the outcome of the investment programme can be described in contract terms which are unambiguous and measurable, and an independent certifier will certify practical completion against a set of specified requirements.

The concessionaire will accept output based service requirements against which performance will be assessed, and it will subcontract these to the relevant subcontractor.

Would incentives on service levels be enhanced through a PFI payment mechanism?

Under the DBFO structure, the concessionaire will be heavily incentivised to meet service levels as payments will be made by the Promoters on a performance basis, with deductions for under-performance.

Lifecycle costs and residual value

Is it possible to integrate the design, build and operation of the project?

Responsibility for design, construction, operation and maintenance will all rest with a single entity, ensuring full integration risk transfer. This will also ensure a greater risk transfer in respect of lifecycle when compared to any other

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Issue Question Response contractual structure.

Is a lengthy contract envisaged? Will a long-term contractual relationship be suitable (or advantageous) for the service?

A lengthy contract term is envisaged (currently expected to be around 22 years) for the concession agreement to enable a sufficient period for repayment of borrowing and an adequate senior debt tail.

As the Phase Two concession agreement will be a "public works concession", the EU regulation on public service obligations in the transport sector will not apply to it to limit the term.

Are there significant ongoing operating costs and maintenance requirements? Are these likely to be sensitive to the type of construction?

There are significant operating and maintenance costs which are likely to be sensitive to the type of construction. Whole life costing is therefore extremely important. The new infrastructure will be designed to current standards to ensure optimum reliability and reasonable maintenance costs.

OVERALL DESIRABILITY

Overall, is the accounting officer satisfied that PFI would bring sufficient benefits that would outweigh the expected higher cost of capital?

The Promoters' monitoring officers and chief financial officers are satisfied that the DBFO approach would bring sufficient benefits which would outweigh the expected higher cost of capital.

Transaction costs and client capacity

Is there sufficient client-side capability to manage the procurement process and appraise ongoing performance against agreed outputs?

The Promoters have a dedicated NET project team with considerable expertise, both in relation to NET Line One and large scale public sector procurements generally. The team has been in place since the successful delivery of Line One and remains largely unchanged.

The Gateway 0 review conducted by 4ps in October 2005 concluded that the NET project team is experienced, committed and is supported by suitably qualified legal, technical and financial advisers. This was considered by the review team to be a "key element" which "points to the likelihood of a successful delivery of Phase Two".The Gateway One review in June 2008 endorsed this view, stating that ‘there is a committed, enthusiastic and experienced project team in place which has been working together for a significant period of time. The team

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Issue Question Response know each other and readily support each other.’

The Gateway Two review in March 2009 concluded that ‘the project is being well run, with good governance and project management’ and ‘the project is being run professionally with strong definition of project controls and resources in place.’

Can appropriately skilled procurement teams be assembled in good time?

A team is already in place, as noted above.

Competition

Is there evidence that the private sector is capable of delivering the required outcome (see Section 7)?

Is there likely to be sufficient market appetite for the project?

How is it expected that the market will receive the proposed risk profile? • Eg what has been the market reaction to similar deals

with and without staff inclusion? Or what has been

the reaction to the allocation of demand risk?

The DBFO structure is tried and tested and has proven successful in the context of Line One. The market testing exercise and funder soft market testing conducted by the Promoters has shown that there is market appetite for Phase Two and the DBFO structure, from both operators/contractors and funders.

Whilst those funders consulted in the Promoters' soft market test were cautious about revenue risk, they all believed that with the right ratio of revenue risk to unitary charge payments, a significant degree of revenue risk could be transferred without adversely affecting value for money.

It is therefore expected that the market will react favourably to the proposed risk profile.

OVERALL ACHIEVABILITY

Overall, is the accounting officer satisfied that a PFI procurement programme is achievable, given client side capability and the attractiveness of the proposals to the market?

The Promoters' monitoring officers and chief financial officers are satisfied that a PFI procurement programme on the basis of the DBFO structure is achievable, given client side capability, would achieve the Promoters' key objectives and would be attractive to the market.


APPENDIX 6 – OJEU NOTICE


Submitted July 2011

Nottingham Express Transit Phase Two - Concession Agreement

1 / 11 SIMAP2_kimbo 24.09.2009 10:22 AM MEST- ID:2009-111184 Standard form 10 - EN

EUROPEAN UNION

Publication of Supplement to the Official Journal of the European Union

2, rue Mercier, L-2985 Luxembourg Fax (352) 29 29-42670

E-mail: [email protected] Info & on-line forms: http: //simap.europa.eu

PUBLIC WORKS CONCESSION

SECTION I: CONTRACTING AUTHORITY

I.1 ) NAME, ADDRESSES AND CONTACT POINT(S)

Official name: Nottingham City Council ("Contracting Authority")

Postal address: NET Project Office, 4th Floor, Lawrence House, Talbot Street

Town: Nottingham Postal code: NG1 5NT

Country: United Kingdom

Contact point(s): _____________________________________________Telephone: 0115 915 6592

For the attention of: Kevin MacDonald, NET Phase Two Project Manager

Email: [email protected] Fax: 0115 915 6092

Internet address(es) (if applicable)

General address of the contracting authority (URL): www.nottinghamexpresstransit.com andwww.netphasetwo.com

Address of the buyer profile (URL): ________________________________________

Further information can be obtained at:

As in above-mentioned contact point(s)

Other: please complete Annex A.I

Specific documentation can be obtained at:


Other: please complete Annex A.II

Applications must be sent to:


Other: please complete Annex A.III



I.2) TYPE OF THE CONTRACTING AUTHORITY AND MAIN ACTIVITY OR ACTIVITIES

Ministry or any other national or federalauthority, including their regional or localsub-divisions

National or federal agency/office

Regional or local authority

Regional or local agency/office

Body governed by public law

European institution/agency or internationalorganisation

Other

(please specify)________________________________

General public services

Defence

Public order and safety

Environment

Economic and financial affairs

Health

Housing and community amenities

Social protection

Recreation, culture and religion

Education

Other

(please specify)________________________________

SECTION II: OBJECT OF THE CONCESSION

II.1 ) DESCRIPTION OF THE CONCESSION

II.1 .1 ) Title attributed to the contract by the contracting authority


II.1 .2) Type of contract and location of works

Execution

Design and execution

Realisation, by whatever meansof work, corresponding to therequirements specified by thecontracting authorities

Main site or location of works

Nottingham

NUTS code UKF14

II.1 .3) Short description of the contract

Pursuant to powers conferred by the Greater Nottingham Light Rapid Transit Act 1994, the Contracting Authoritytogether with Nottinghamshire County Council entered into a concession agreement in March 2000 for thedesign, construction, financing, commissioning, operation and maintenance of a light rail system known as"Nottingham Express Transit Line One" which runs between Hucknall in Nottinghamshire and Station Streetin Nottingham City Centre, with a spur to the Phoenix Park and Ride Site ("NET Line One"). NET Line Onehas been in successful operation since March 2004 and currently carries more than 10 million passengers perannum.

It has always been the intention for NET Line One to be the first line of an integrated network. It is thereforeproposed that the existing NET Line One arrangements will be terminated and that, under a new concessionagreement ("Concession Agreement"), the Contracting Authority will procure the detailed design, construction,financing and commissioning of two further lines (collectively referred to as "NET Phase Two"), together with theoperation and maintenance of the entire extended network ("Network") including NET Line One.

The Contracting Authority currently envisages that the concession period will be around 23 years from financialclose. However, the Contracting Authority is open to considering alternative concession periods if candidatescan demonstrate that better value for money can be achieved as a result.

The two new lines will serve the south western area of Greater Nottingham and will comprise one route ofapproximately 9.8km to Chilwell via Queens Medical Centre and Beeston, and one route of approximately 7.6kmto Clifton via Wilford.

As part of its obligations under the Concession Agreement, the successful concessionaire will be required(amongst other things) to:



1 . undertake the detailed design, financing, construction and commissioning of all new system infrastructure(including buildings, tramstops, signalling systems, trackwork, provision of power (including one or moresubstations), depot works, park & ride facilities, bridges and viaducts) required for NET Phase Two and carry outall other associated works (including highways and junction works and utility diversionary works);

2. take over operation and maintenance of NET Line One from the existing concessionaire and operate andmaintain the Network;

3. take over maintenance of the existing vehicles from the existing concessionaire and/or replace such existingvehicles, and in either case supply and maintain further new vehicles; and

4. provide all other ancillary services and perform all other works relating to NET Phase Two and the Network asa whole.

In addition to the two new lines referred to above, the Concession Agreement will include a mechanism toenable the parties to agree terms in relation to the design, construction, financing, maintenance and/or operationof any future extensions and/or additions to the Network which may be proposed by the Contracting Authority inits absolute discretion from time to time.

The Contracting Authority currently considers that future extensions and/or additions to the Network may include(but are not limited to) all (or any part) of each (or any) of the following:

(a) tramway lines:

(i) from Hucknall to Linby;(ii) from the park and ride facility at Phoenix Park to Kimberley and/or Watnall;(iii) from Nottingham to West Bridgford towards Gamston and/or Tollerton and/or Edwalton and/or Ruddington;(iv) Queens Medical Centre via Basford to Arnold;(v) from Nottingham to Gedling;(vi) from Nottingham to Gamston;(vii) from Chilwell to Ilkeston;(viii) from Clifton to south west of Clifton towards East Midlands Airport;(ix) from Chilwell to Stapleford and/or Sandiacre;

(b) tram/train lines:

(i) from Nottingham to Gedling and/or Bingham;(ii) from Nottingham to Ilkeston;

in each case as varied or further extended by notice in writing from the Contracting Authority to the successfulconcessionaire from time to time and together with such other extensions and/or or additions to the Network asthe Contracting Authority may notify to the successful concessionaire in writing from time to time.

For the avoidance of doubt, the Contracting Authority reserves the right to elect not to procure any futureextensions and/or additions to the Network during the concession term.

It is of key importance to the Contracting Authority that the solution offered by the successful concessionaire is,in a cost effective way, fully compatible and integrated with NET Line One. To assist candidates with this andin order to provide candidates with sufficient detail to give a greater level of certainty to the scope, costs andimplementation programme of NET Phase Two, the Contracting Authority has appointed Mott MacDonald toproduce a verified and validated design in respect of some key areas of NET Phase Two ("Illustrative DesignSolutions") based upon defined scheme requirements. The Illustrative Design Solutions will be provided tocandidates at a later stage and a warranty will be provided by Mott MacDonald to the successful concessionaire,such that candidates are able to rely on the Illustrative Design Solutions with confidence but without constrainingtheir ability to be innovative where they wish to do so.

NET Phase Two is to be funded in part through farebox revenue, in part through funding provided by theContracting Authority and in part pursuant to the United Kingdom Government's Private Finance Initiative.



Government Programme Entry funding approval was granted in respect of NET Phase Two in October 2006 andconditional approval was granted in August 2009. An application for an order under the Transport and Works Act1992 was submitted in April 2007 and, following a public inquiry, the order was made on 19 May 2009 and cameinto force on 9 June 2009.

Further information in respect of NET Phase Two will be provided with the pre-qualification questionnaire whichmay be obtained from the address specified in section I.1 above.

II.1 .4) Common procurement vocabulary (CPV)

Main vocabulary Supplementary vocabulary(if applicable)

Main object 45234121 ______________________________

Additional object(s)45234126 ______________________________

45234128 ______________________________

45213300 ______________________________

44212224 ______________________________

31321100 ______________________________

31682400 ______________________________

34600000 ______________________________

34622100 ______________________________

34630000 ______________________________

45234116 ______________________________

60210000 ______________________________

71320000 ______________________________

34622000 ______________________________

34941300 ______________________________

45234000 ______________________________

45234200 ______________________________

60000000 ______________________________

60112000 ______________________________

60200000 ______________________________

34942000 ______________________________

45316200 ______________________________

50100000 ______________________________

50200000 ______________________________

45223320 ______________________________

45232220 ______________________________

45200000 ______________________________

45100000 ______________________________

45232200 ______________________________

45220000 ______________________________

45315100 ______________________________

45315300 ______________________________



45317000 ______________________________

45310000 ______________________________

45351000 ______________________________

45230000 ______________________________

45231400 ______________________________

45232000 ______________________________

45233000 ______________________________

45111200 ______________________________

45233100 ______________________________

45233210 ______________________________

45233300 ______________________________

45233125 ______________________________

45233200 ______________________________

50220000 ______________________________

50225000 ______________________________

45317300 ______________________________

50710000 ______________________________

50711000 ______________________________

50532000 ______________________________

50532400 ______________________________

45232210 ______________________________

31321000 ______________________________

50111000 ______________________________

45234127 ______________________________

42965110 ______________________________

31682540 ______________________________

45223300 ______________________________



II.2) QUANTITY OR SCOPE OF THE CONTRACT

II.2.1 ) Total quantity or scope (including all lots and options, if applicable)

See Section II.1 .3 above.

If known, estimated value excluding VAT (if applicable; give figures only):_______________

Currency: ___

OR Range: between _______________ and _______________ Currency: ___

II.2.2) Minimum percentage of the works to be awarded to third parties (if applicable)

Nil

SECTION III: LEGAL, ECONOMIC, FINANCIAL AND TECHNICAL INFORMATION

III.1 ) CONDITIONS FOR PARTICIPATION

III.1 .1 ) Personal situation of economic operators, including requirements relating to enrolment onprofessional or trade registers

Information and formalities necessary for evaluating if requirements are met:

See the Prequalification Questionnaire.

III.1 .2) Economic and financial capacity

Information and formalities necessary for evaluating if requirements are met(if applicable)


Candidates should note that they may be excluded from the procurement process if, following financialevaluation by the Contracting Authority (such evaluation to be conducted in accordance with the criteriaspecified in (or otherwise accompanying) the Prequalification Questionnaire), the Contracting Authority: (a)does not consider that the candidate has sufficient economic and financial standing to deliver the project; or (b)considers that any consortium member is likely to become insolvent within the following 12 months.

III.1 .3) Technical capacity

Information and formalities necessary for evaluating if requirements are met(if applicable)


SECTION IV: PROCEDURE

IV.1 ) AWARD CRITERIA

Candidates will be assessed on the basis of information provided in response to a pre-qualificationquestionnaire ("PQQ") which is available on request from the Contracting Authority at the address specifiedin Section I.1 above. The detailed evaluation criteria for the PQQ stage will be specified in (or otherwiseaccompany) the PQQ.

Following prequalification of candidates, an Invitation to Negotiate will be issued to shortlisted candidates. Theaward criteria for the concession agreement will be the most economically advantageous offer assessed inaccordance with the criteria to be specified in the Invitation to Negotiate documentation.

IV.2) ADMINISTRATIVE INFORMATION

IV.2.1 ) File reference number attributed by the contracting authority (if applicable)

________________________________________________________________________________

IV.2.2) Time-limit for the submission of applications

Date: 10/11 /2009 (dd/mm/yyyy) Time: 12: 00

IV.2.3) Language(s) in which applications may be submitted



ES CS DA DE ET EL EN FR IT LV LT HU MT NL PL PT SK SL FI SV

Other:________________________________________



SECTION VI: COMPLEMENTARY INFORMATION

VI.1 ) CONTRACT RELATED TO A PROJECT AND/OR PROGRAMME FINANCED BY FUNDS

yes

no

If yes, reference to project(s) and/or programme(s):

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

VI.2) ADDITIONAL INFORMATION (if applicable)

For the purposes of the Public Contracts Regulations 2006, the Concession Agreement comprises a publicworks concession and consequently certain parts of those regulations do not apply to this procurement. Inparticular, the Contracting Authority has voluntarily elected to follow a form of the negotiated procedure althoughcandidates should note that this may not necessarily follow the text of regulation 17 which does not apply topublic works concessions.

As detailed in Section II.1 .3 above, the Concession Agreement will include a mechanism relating to futureextensions and/or additions to the Network.

The Contracting Authority may also include an option or other mechanism to extend the initial contractterm and/or to include additional works, services and/or supplies within the scope. Furthermore, a publicworks/services contract for new works/services which would be a repetition of any works/services provided (orwhich are to be provided) under any contract awarded pursuant to the procurement process commenced bythe publication of this contract notice may be awarded by the Contracting Authority without prior publication of acontract notice using the negotiated procedure in accordance with Regulation 14(1)(d)(ii) of the Public ContractsRegulations 2006.Performance bonds, parent company guarantees, collateral warranties, warranties, retentions and/or otherforms of security may be required.

The Contracting Authority expressly reserves the right:(i) not to award any contract as a result of the procurement process commenced by the publication of thisnotice;(ii) at any time to suspend, abandon and/or recommence the procurement process commenced by thepublication of this notice;(iii) to make whatever changes it may see fit to the content, process, timing and structure of the tenderingcompetition;(iv) not to evaluate any PQQ responses or tender submissions received after the relevant deadline;(v) to award one or more contracts in respect of part only of the requirements covered by this contract notice;and(vi) to procure the whole or any part of the requirements covered by this contract notice by any other means itsees fit (including by way of a new procurement process),

and in no circumstances will the Contracting Authority be liable for any costs, losses, damages or expensesincurred by any person participating in the procurement process.

The Contracting Authority reserves the right to amend the project programme and/or its duration at its absolutediscretion.

Candidates which alter their composition after submitting a response to the PQQ may be the subject ofre-evaluation.

The Contracting Authority and/or another duly authorised or related body may enter into any contract to beawarded as a result of the procurement process initiated by the publication of this contract notice.



Variant bids may be permissible within the parameters to be determined by the Invitation to Negotiate or otherprocurement documentation.

VI.3) PROCEDURES FOR APPEAL

VI.3.1 ) Body responsible for appeal procedures

Official name: See Section VI.3.2 below.

Postal address: ____________________________________________________________________________________________________________________________________________

Town: ________________________________________Postal code: ______________

Country: _______________________________________________

Email: ________________________________________Telephone: ______________

Fax: ______________

Internet address (URL):________________________________________

Body responsible for mediation procedures (if applicable)

Official name: ______________________________________________________________________

Postal address: ____________________________________________________________________________________________________________________________________________

Town: ________________________________________Postal code: ______________

Country: _______________________________________________

Email: ________________________________________Telephone: ______________

Fax: ______________


VI.3.2) Lodging of appeals (please fill heading VI.3.2 OR, if need be, heading VI.3.3)

Precise information on deadline(s) for lodging appeals:

The Contracting Authority will incorporate a minimum 10 calendar day standstill period ("Standstill Period")at the point information on the award of the contract is communicated to the candidates. This period allowsunsuccessful candidates to seek further debriefing from the Contracting Authority before a contract is enteredinto. Unsuccessful candidates will have up to 2 working days from the notification of the award decision torequest further debriefing and such further debriefing will be provided a minimum of 3 working days beforethe expiry of the Standstill Period. Such further debriefing must be requested from the addressee specified inSection I.1 .If an appeal regarding the award decision has not been successfully resolved, the Public Contracts Regulations2006 provide for aggrieved parties who have been harmed or who are at risk of harm by breach of theregulations to take action in the High Court (England, Wales and Northern Ireland). Any such action must bebrought promptly (and generally within 3 months). Where a contract has not been entered into as a result ofthe procurement process, the Court may order the setting aside of the award decision or order the ContractingAuthority to amend any document and/or the Court may award damages in favour of the claimant. The purposeof the Standstill Period is to allow persons to apply to the Court to set aside the award decision before anycontract is entered into.



VI.3.3) Service from which information about the lodging of appeals may be obtained

Official name: ______________________________________________________________________

Postal address: ____________________________________________________________________________________________________________________________________________

Town: ________________________________________Postal code: ______________

Country: _______________________________________________

Email: ________________________________________Telephone: ______________

Fax: ______________


VI.4) DATE OF DISPATCH OF THIS NOTICE:

24/09/2009 (dd/mm/yyyy)



ANNEX AADDITIONAL ADDRESSES AND CONTACT POINTS

I) ADDRESSES AND CONTACT POINTS FROM WHICH FURTHER INFORMATION CAN BE OBTAINED

Official name: ______________________________________________________________________

Postal address: ____________________________________________________________________________________________________________________________________________

Town: _____________________________________________Postal code: ______________

Country: _______________________________________________

Contact point(s): _____________________________________________Telephone: ______________

For the attention of: ______________________________________________________________________

Email: _____________________________________________Fax: ______________

Internet address (URL): __________________________________________________

II) ADDRESSES AND CONTACT POINTS FROM WHICH SPECIFIC DOCUMENTATION CAN BE OBTAINED

Official name: ______________________________________________________________________

Postal address: ____________________________________________________________________________________________________________________________________________

Town: _____________________________________________Postal code: ______________

Country: _______________________________________________



Email: _____________________________________________Fax: ______________


III) ADDRESSES AND CONTACT POINTS TO WHICH APPLICATIONS MUST BE SENT

Official name: ______________________________________________________________________

Postal address: ____________________________________________________________________________________________________________________________________________

Town: _____________________________________________Postal code: ______________

Country: _______________________________________________



Email: _____________________________________________Fax: ______________



APPENDIX 7 – PREQUALIFICATION QUESTIONNAIRE


Submitted July 2011

Nottingham Express Transit (NET) Phase Two

Pre-Qualification Questionnaire

Nottingham Express Transit (NET) Phase Two: Pre-Qualification Questionnaire

2NET Phase Two PQQ Final Version

Contents Page

SECTIONS

SECTION 1 - INTRODUCTION 3

SECTION 2 – NOTES ON COMPLETION OF THE PRE-QUALIFICATION QUESTIONNAIRE10

SECTION 3 – PRE–QUALIFICATION QUESTIONNAIRE 17

APPENDIX 1 - TEXT OF REGULATION 23 OF THE PUBLIC CONTRACTS REGULATIONS 2006 32



SECTION 1 - INTRODUCTION

1.1 Defined Terms

For the purposes of this Pre-Qualification Questionnaire (PQQ) the following defined terms apply:

Candidate: The organisation or consortium responding to this PQQ.

Consortium Member: Individual consortium members that constitute the Candidate (including, to the

extent identified at this stage, each special purpose vehicle, holding entity,

equity investor, sub-contractor and lender).

NET: Nottingham Express Transit.

Project: The operation and maintenance of NET Line One and the design, construction,

financing, operation and maintenance of NET Phase Two and future extensions

or additions to the network.

1.2 Purpose of this Pre-Qualification Questionnaire

Nottingham City Council (the Authority) wishes to enter into an agreement (Concession Agreement)

under the Government's Private Finance Initiative (PFI) with a Concessionaire for the design,

construction, financing, operation and maintenance of NET Phase Two, which includes taking over

responsibility for the operation and maintenance of NET Line One. The Concession Agreement will also

include a mechanism to enable the parties to agree terms in relation to the construction, maintenance

and/or operation of any future extensions or additions to the network, further details of which are

provided in paragraph 1.4 below. The concession period is currently envisaged by the Authority to be

around 23 years from financial close. The Authority is, however, open to considering alternative

concession periods if Candidates can demonstrate that better value for money can be achieved as a

result. Candidates should note that, as a public works concession, the Concession Agreement will not

be subject to the limit on duration specified in Regulation (EC) No 1370/2007.

The Authority requires the information sought in this PQQ from Candidates responding to the OJEU

notice issued for publication on 24 September 2009 (reference 2009/S 185-266306).

Responses to the PQQ will be used to select Candidates who will be invited by the Authority to submit

proposals for the Project. Following submission of such proposals, there will be a period of clarification

and negotiation with Candidates and, if the Authority chooses, a Best and Final Offer (BAFO) stage

before selection of a Preferred Bidder. An indicative timetable is set out at section 1.5. The Authority

reserves the right to amend this timetable.

This PQQ sets out the information which is required by the Authority in order to assess the suitability of

Candidates to meet the requirements of the Project. The Authority presently intends to pre-qualify no

more than three Candidates although the Authority reserves the right to review this position at a later

stage.

1.3 Organisation of this Document

This document contains the following three sections:

� Section 1 – Introduction



� Section 2 – Notes on Completion of the Pre-Qualification Questionnaire

� Section 3 – Questionnaire

• Part A – Candidate Information

• Part B – Financial Information

• Part C – Technical / Professional Ability

• Part D – Professional Conduct

• Part E - Health & Safety

1.4 Background

Nottingham is the 6thlargest urban area outside of London with a population of over 600,000 and 3

million people are within 1 hour travel time of the city. As one of England’s Core Cities, Nottingham is

key to the success of the East Midlands with an economy now worth £11.2 billion per annum.

NET is a tramway network that is part of a wider strategy for Greater Nottingham for the 21stcentury.

The strategy is intended to support the growth of the Greater Nottingham economy by establishing an

integrated transport network with public transport at its heart. NET is fully consistent with strategies for

land use, planning, transportation and economic development and with policies at national, regional and

local level.

NET Line One

On 31stMarch 2000, the Authority (together with Nottinghamshire County Council) awarded a 30 year

concession contract under the Government’s Private Finance Initiative (PFI) to Arrow Light Rail Ltd

(Arrow) for the design, construction, financing, maintenance and operation of NET Line One. NET Line

One comprises a 14.5 km tramway linking Nottingham city centre with Hyson Green, Basford, Bulwell,

and Hucknall, terminating at a Park & Ride site at Hucknall. A spur to Phoenix Park provides another

Park & Ride site close to Junction 26 of the M1. Three other Park & Rides sites are located on the

network, and through-ticketing and good interchange is provided with bus and rail services at various

locations.

NET Line One has been successfully operating since March 2004 and passenger usage is strong. It has

demonstrated the substantial accessibility, congestion, economic development and regeneration

benefits achievable with light rail when it is established as part of an integrated public transport

framework. NET Line One has been widely recognised as an example of best practice in public transport

delivery and the use of private finance, and has been the recipient of a number of local government and

industry awards.

NET Phase Two

It has always been the intention that NET Line One would be the first part of a conurbation wide

tramway network. The Authority wishes to extend NET Line One with two further lines, known

collectively as NET Phase Two.

NET Phase Two proposes extensions to Chilwell and Clifton, these are shown together with the existing

NET Line One in Figure 1 below. NET Phase Two will link directly into NET Line One at Nottingham

railway station and enable through running passenger services over the combined network.



The 9.8km (approx) Chilwell extension will serve the Meadows, ng2business park, the area’s main

hospital at QMC, the University of Nottingham, Beeston and Chilwell before terminating at a new park &

ride site, offering around 1400 spaces adjacent to the A52, close to Junction 25 of the M1.

The 7.6km (approx.) Clifton route will serve densely populated residential areas including The Meadows,

Wilford and Clifton before terminating at a new park and ride site providing approximately 1000 spaces

adjacent to the A453 on this approach to Nottingham from Junction 24 of the M1. There are around 14

tramstops proposed on this section of the route.

Both extensions consist of a combination of street running tramway with varying degrees of segregation

from other traffic, and segregated off-street running sections. Approximately 60% of the routes will be

segregated from road traffic with most of the rest on secondary/local roads. Traffic management

measures along the routes will afford significant priority to the trams. The existing NET Line One

maintenance depot and control centre at Wilkinson Street would be extended utilising part of the

existing Wilkinson Street Park & Ride site to accommodate the necessary additional trams and

operational facilities for NET Phase Two.



Figure 1 - Proposed NET Network:



Future Extensions

In addition to the two new lines referred to above, the Concession Agreement will include a mechanism

to enable the parties to agree terms in relation to the construction, maintenance and/or operation of

any future extensions and/or additions to the network which may be proposed by the Authority in its

absolute discretion from time to time.

The Authority currently considers that future extensions and/or additions to the network may include

(but are not limited to) all (or any part) of each (or any) of the following as illustrated by the diagram in

figure 2:

(a) tramway lines:

(i) from Hucknall to Linby;

(ii) from the park and ride facility at Phoenix Park to Kimberley and/or Watnall;

(iii) from Nottingham to West Bridgford towards Gamston and/or Tollerton and/or Edwalton and/or

Ruddington;

(iv) Queens Medical Centre via Basford to Arnold;

(v) from Nottingham to Gedling;

(vi) from Nottingham to Gamston;

(vii) from Chilwell to Ilkeston;

(viii) from Clifton to south west of Clifton towards East Midlands Airport;

(ix) from Chilwell to Stapleford and/or Sandiacre;

(b) tram/train lines:

(i) from Nottingham to Gedling and/or Bingham;

(ii) from Nottingham to Ilkeston;

together with such other extensions and/or or additions to the network as the Authority may notify

to the successful concessionaire in writing from time to time.

For the avoidance of doubt, the Authority reserves the right to elect not to procure any futureextensions and/or additions to the network during the concession term.



Figure 2 – Possible Future Extensions



1.5 Indicative Programme Milestones

Table 1 - Indicative Project Timetable

Programme Activity Date

Despatch of OJEU notice 24 September 2009

PQQ responses 12 noon (UK time) on 10

November 2009

PQQ evaluation Mid November 2009

Inform successful Pre-Qualifiers End of November 2009

ITN issued End of November 2009

Clarification meetings with Candidates 1stquarter 2010

ITN Responses returned 2ndquarter 2010

Clarification and negotiation with Candidates 2nd and 3rd quarter 2010

Invitation to Submit BAFO issued (if required) 3rd quarter 2010

BAFO received (if required) 4thquarter 2010

Preferred bidder selected 1st quarter 2011

Contract Award 3rdquarter 2011

Commence Operations (expanded network) 3rdquarter 2014



SECTION 2 – NOTES ON COMPLETION OF THE PRE-QUALIFICATION QUESTIONNAIRE

2.1 Completion of the PQQ

Candidates should answer the questions accurately and as fully as possible. The layout of the response

document should follow the order of the questions as set out in this PQQ and Candidates should ensure

that answers are clearly marked with the number of the relevant question. Where a question is not

relevant to the Candidate, this should be indicated, with an explanation. No marketing or promotional

material should be submitted except as a direct response to a PQQ question. If any additional

supporting material is submitted, however, it must bear the name of the Candidate and be cross-

referenced to the relevant question number.

The information supplied will be checked for completeness and compliance before responses are

evaluated.

Candidates should make themselves aware of the Authority's obligations under the Freedom of

Information Act 2000 (the Act) and the Environmental Information Regulations 2004 (the Regulations).

If a Candidate considers the nature of any of the information it is providing in response to the PQQ to

be confidential, it should be clearly marked so and the Candidate should state the reasons why it

believes such information to be exempt from disclosure by reference to the Act or the Regulations. In

the event that the Authority receives a request under the Act or Regulations, for any information in a

PQQ response marked "confidential," the Authority may consult with the relevant Candidate. Whilst the

Authority will take into account a Candidate's views in relation to the confidentiality of any such

information, the Authority will not be bound by such views and any decision to disclose such

information will be at the Authority's discretion. Candidates should not mark their whole PQQ response

confidential and Candidates should note that a failure to justify the reasons for information being

deemed confidential by reference to the Act or Regulations may diminish the likelihood of an exemption

being applied.

Failure by a Candidate to furnish the required information, make a satisfactory response to any

question, or supply documentation referred to in responses, within the specified timescale, may at the

Authority's discretion mean that such Candidate will not be invited to participate further. The provision

of false or misrepresented information may also result, at the Authority's discretion, in a Candidate's

submission being rejected.

Where any question in this PQQ refers to UK legislation, standards or specifications, non UK Candidates

should answer on the basis of any similar laws, standards or specifications applicable in the Candidate's

own jurisdiction.

The PQQ must be completed in English or be accompanied by an English translation.

Please ensure that the declaration at the end of this PQQ is completed.

Where requested to provide project examples the following information should be provided:

1 Name of project and brief project description.

2 Location of project; country, county/state/province.

3 Name of client organisation.

4 Reference contact details:

• Key client contacts (individuals), name, title, role,



• Phone number, facsimile number, email address, mailing address.

(Please note that by providing this information, you are authorising the Authority to

contact these individuals in connection with the PQQ).

5 Contract period, commencement date, end date, period of involvement.

6 Current status of project.

7 Contract model (e.g. PPP, PFI, D&B, O&M, etc…).

8 Candidate's role(s) on project, duties, responsibilities.

9 Description of project value, scope and complexity.

10 Any other information that highlights the relevance of the project to NET.

2.2 Clarification Questions

Further information in respect of the Authority's requirements for NET Phase Two will be provided at the

next stage and the Authority will not enter into correspondence regarding such requirements at this

stage. However, clarification may be sought on the PQQ if necessary. Queries will only be accepted by

email and should be addressed to:

Kevin Macdonald

Email: [email protected]

If the Authority considers any request for clarification to be of material significance, both the request

and the response will be communicated in a suitably anonymous form to all Candidates.

Any request for clarification must be received no later than 10 working days prior to the PQQ return

date, to ensure that there is sufficient time to consider the request and provide a considered response.

Any request for clarification received after this period may not be answered.

2.3 Return of the PQQ

Three signed hard copies of the completed PQQ together with five electronic copies on CD must be

returned by post in an envelope marked ‘Private and Confidential’ and ‘Pre-Qualification Questionnaire’

by 12 Noon UK time on 10 November 2009 using the appended return label to:

Kevin Macdonald

NET Phase Two Project Manager

NET Project Office

4th Floor Lawrence House

Talbot Street

Nottingham

NG1 5NT

� Any questionnaire returned by fax or email will NOT be considered.

� Save for requests for clarification made in accordance with paragraph 2.2, no approach

of any kind in connection with this PQQ should be made to any other person within, or

associated with, the Authority.



� Failure to submit a PQQ response by the date and time required may result in the

removal of the Candidate from the selection process.

� Following the completion of this PQQ, the Authority reserves the right to require

supplemental information or clarification from Candidates.

� The Authority will not reimburse any costs incurred by Candidates in connection with

preparation of their responses to this PQQ.

2.4 Evaluation Criteria

The criteria to be used in assessing Candidates' responses, including the associated scorings and

weightings, are set out in Table 2 below.

Parts A, D (except Question D5) and E (except Question E5) of the PQQ responses are for information

only and will not be evaluated. However, failure to provide the information requested in any part of the

PQQ may, at the Authority's discretion, mean that the Candidate will be excluded from the process.

Responses to Questions B1 to B12 will be assessed on a pass/fail basis. Responses to Question B13 are

for information only and will not be evaluated. Using the assessment methods specified in each of the

boxes below Questions B1 to B12, those Candidates whose responses demonstrate that any Consortium

Member forming part of the Candidate is likely to become insolvent within the next 12 months or that

the Candidate lacks the economic and financial standing to deliver the Project will fail. Otherwise,

Candidates will pass.

Where a Candidate has not been excluded and passes the assessment of its responses to Questions B1

to B12, the Authority will evaluate the responses to Questions B14 and B15 (Financial Information),

Part C (Technical/Professional Ability), Question D5 (Regulation 23 Grounds) and Question E5 (ROGs

etc) using the assessment methods specified in each of the boxes below the Questions and applying a

points scoring system.

The combined total weighting for Questions B14 and B15 (Financial Information) is 20%. The total

weighting for Part C (Technical/Professional Ability) is 77.5%. The total weighting for Question E5

(ROGs etc) is 2.5%.

The template evaluation matrix which will be used by the Contracting Authority for the purposes of

evaluating PQQ responses is set out in the spreadsheet which accompanies this PQQ.



Table 2 - Evaluation Criteria

Category Evaluation Criteria Available Points

and Applicable

Percentage

Weighting

Recommended

Page Limit

Part A - Candidate

A1 to A12 Candidate Information

For Information

Part B – Financial

B1 to B12 Financial Information Pass/Fail

B13 Insurances For information

B14 Financing Experience: the extent to which

the Candidate and its financial advisors

demonstrate experience of raising finance

for similar projects.

No experience: 0

Minimal experience: 1 to 3

Some experience: 4 to 7

Good experience: 8 to 10

10 points (10%

weighting)

5

B15 Financing Approach: the extent to which

the Candidate demonstrates understanding

of the Project's financing requirements and

of the current funding market

No understanding: 0

Minimal understanding: 1 to 3

Some understanding: 4 to 7

Good understanding: 8 to 10

10 points (10%

weighting)

3

Part C – Technical

C1 General Experience: the extent to which

the Candidate demonstrates successful

experience of undertaking projects of a

similar size and nature to the Project

10 points (20%

weighting)

1 page per example



No experience: 0




C2 Operations & Maintenance: the extent to

which the Candidate demonstrates

successful experience of performance

based operating and maintenance contracts

and taking responsibility for key business

risks

No experience: 0




10 points (15%

weighting)

4

C3 Structures: the extent to which the

Candidate demonstrates successful

experience, capability, skill and

understanding in respect of anticipated

engineering requirements for NET Phase

Two

No experience, capability, skill and

understanding: 0

Minimal experience, capability, skill and

understanding: 1 to 3

Some experience, capability, skill and


Good experience, capability, skill and


10 points (5%

weighting)

2

C4 Civil & Urban Realm: the extent to which

the Candidate demonstrates successful

experience and skill in respect of

engineering and design of tramways in an

urban environment

No experience and skill: 0

Minimal experience and skill: 1 to 3

10 points (7.5%

weighting)

5



Some experience and skill: 4 to 7

Good experience and skill: 8 to 10

C5 Traction Power: the extent to which the


experience of design and installation of

traction power systems for tramways or

similar rail based systems in an urban

environment

No experience: 0




10 points (2.5%

weighting)

2

C6 Vehicles: the extent to which the


experience of supplying and integrating

new vehicles and operating and

maintaining mixed fleets on networks

similar to NET

No experience: 0




10 points (10%

weighting)

2

C7 Depots and Control Centres: the extent to

which the Candidate demonstrates

successful experience of design,

construction and commissioning the

expansion of an existing tram or railway

depot that remains live to operating

services during the works

No experience: 0




10 points (2.5%

weighting)

2

C8 Electromagnetic Compatibility & Stray

Current: the extent to which the Candidate

10 points (5% 2



demonstrates experience of successfully

mitigating electromagnetic interference in

projects similar to the Project

No experience: 0




weighting)

C9 Noise & Vibration: the extent to which the

Candidate demonstrates experience of

successfully mitigating noise and vibration

in projects similar to the Project

No experience: 0




10 points (5%

weighting)

2

C10 Quality Assurance: the extent to which the

Candidate demonstrates operation of

quality assurance systems and quality

assurance certification suitable for delivery

of the Project

No systems and certification: 0

Minimal systems and certification: 1 to 3

Some systems and certification: 4 to 7

Good systems and certification: 8 to 10

10 points (5%

weighting)

2 (excluding any

certificates)

Part D - Professional Conduct

Professional Conduct For Information

except D5 (which

may lead to

exclusion)

Part E - Health & Safety

Health & Safety For Information

except E5



E5 Health & Safety: the extent to which the

Candidate demonstrates experience of the

Railways and Other Guided Transport

Systems (Safety) Regulations 2006 or the

underlying European Directive 2004/49/EC

(Railway Safety Directive) and of Safety

Verification in tramways or light rail

systems

No experience: 0




10 points (2.5%

weighting)

3

SECTION 3 – PRE–QUALIFICATION QUESTIONNAIRE

3.1 Part A: Candidate Information

Questions A1 to A5, to the extent applicable, are to be completed by the lead Consortium

Member, or if the Candidate is a sole organisation, that organisation

A1 Name of the organisation that will act as lead Consortium Member for this Project.

A2 Contact details for lead Consortium Member.

A3 Is the Candidate a single organisation or is it a consortium?

A4 If the submission is being made by more than one entity, please provide an organisation chart

and details of the relationship between each Consortium Member. To the extent that the

identity of any constituent part of the consortium is not yet known, please provide details

(including timescales) as to how the Candidate will approach identifying the best party to join

the consortium in the relevant role.

A5 Specify the works, supplies, services and form of financing (if any) that each Consortium

Member will deliver.

Questions A6 to A10 are to be completed by each Consortium Member on separate sheets, if

applicable (or, if the Candidate is a single organisation by that organisation)

A6 Name of Organisation

A7 Provide details of registered office and registered number and date of registration of

organisation (if applicable). If not applicable, provide status of organisation, including details of

the principal office



A8 Whether the organisation is part of a group. If so, provide details of the name of the ultimate

holding or parent company and any other companies within the group.

A9 Provide a brief description of the organisation's primary business and main

products/works/services.

A10 Provide details of any senior personnel (e.g. partner, director or company secretary) in the

organisation who:

� have been employed by, or worked as a consultant or otherwise for the Authority; or

� are related to any officer or member of the Authority.

A11 Specify whether the organisation would intend, if awarded the Project, to sub-contract to

entities which are not related to it:

� any of the work or works to be carried out in relation to the project; and

� if so, how much as a proportion of the value of such work or works would be so sub-

contracted.1

A12 Provide a list of:

� all entities related to the organisation and

� all entities related to such entities2

For the purposes of questions A11 and A12:

(a)an entity is to be treated as related to another entity if:

� one entity exercises, directly or indirectly, a dominant influence over the other; or

� if both those entities are subject to the dominant influence of another entity

(b)an entity shall be taken to exercise a dominant influence over another entity if:

� it possesses the greater part of the issued share capital of that entity or controls the

voting power attached to such greater part; or

� it may appoint more than half of the individuals who are ultimately responsible for

managing that entity's affairs.

Candidates are required to submit an updated list as specified in question A12 to the Authority as soon

as reasonably practicable following any changes in the entities referred to in question A12.

1 This information is required by Regulation 37(1) of the Public Contracts Regulations 2006.

2 This information is required by Regulation 37(13) of the Public Contracts Regulations 2006.



3.2 Part B: Financial Information

Questions B1 to B13 are to be completed by each Consortium Member on separate sheets, if

applicable. Questions B14 and B15 need only be answered by the lead Consortium Member

on behalf of itself and if different, the equity investors.

B1 Name of the Consortium Member

B2 Please provide a copy of the audited accounts for the last 3 financial years. Where the most

recent (interim/final) accounts are unsigned, draft accounts for that year should be provided.

Where the last set of accounts provided relate to a year ending more than 10 months prior to

the date of submission of the PQQ response, the relevant Consortium Member must also include

the last set of formal management accounts

Using the information provided Consortium Members will be assessed as to their solvency and

financial strength and economic standing. This evaluation will take into account key financial

ratios, liquidity, turnover and profitability

B3 Please supply the following information for the last 3 financial years:

Amount

(£K)

20xx/20xx

Amount

(£K)

20xx/20xx

Amount

(£K)

20xx/20xx

Overall turnover for last 3

years

Turnover in works,

supplies or services

relevant to the Project

Using the information provided Consortium Members will be assessed as to their solvency and

financial strength and economic standing. This evaluation will take into account key financial

ratios, liquidity, turnover and profitability.

B4 A statement, as at the last reporting date, of any contingent liability or loss (where not

otherwise reported) that would require disclosure in accordance with International Accounting

Standard 10.

Consortium Members will be assessed on whether they have disclosed any contingent liabilities

or loss (where otherwise not reported) that would require disclosure in accordance with

International Accounting Standard 10 and, if so, to what extent the contingent liabilities or loss

impact on the solvency and financial strength and economic standing of the Consortium

Member.

B5 Please give details of any changes in accounting policy since the last published accounts or any

planned changes in accounting policy, for example acquisitions, mergers, share issues, major

investment, major loans etc.



Consortium Members will be assessed on whether they have disclosed any changes in

accounting policy since the last published accounts for example, acquisitions, mergers, share

issues, major investments, major loans etc and to what extent this disclosure impacts on the

solvency and financial strength and economic standing of the Consortium Member.

B6 Please give details of any event between the date on which the latest set of accounts was

authorised for issue and the date of the submission of this PQQ that, had the accounts not been

authorised for issue until the submission date of this PQQ, would have required an adjustment

or disclosure in accordance with the provisions of International Accounting Standard 10.

Consortium Members will be assessed on whether they have disclosed any events which would

have required an adjustment to be made in accordance with International Accounting Standard

10 and if so, to what extent this disclosure impacts on the solvency and financial strength and

economic standing of the Consortium Member.

B7 Provide copies of any company announcement made to the authorities of the stock exchange,

market or bourse on which the stocks or shares of the company are publicly traded, since the

publication of the latest set of accounts.

Consortium Members will be assessed on whether they have made any stock market

announcements since the last published accounts and if so to what extent the announcement

impacts on the solvency and financial strength and economic standing of the Consortium

Member.

B8 Has your organisation met the terms of its banking facilities and loan agreements (if any)

during the past year? If “No” what were the reasons and what has been done to address the

matter?

Consortium Members will be assessed on whether they have disclosed any incidents of non-

compliance with the terms of its banking facilities and loan agreements (if any) during the past

year and if so, to what extent the incident impacts on the solvency and financial strength and


B9 Has your organisation met all its obligations to pay its creditors and staff during the past year?

If “No” what were the reasons?

Consortium Members will be assessed on whether they have disclosed any incidents of non

payment of its creditors and staff during the past year and if so, to what extent the incident

impacts on the solvency and financial strength and economic standing of the Consortium

Member.

B10 A banker’s reference is required from your organisation’s principal banker in order to evaluate

yourorganisation’screditworthinessascounterparty to this transaction. The reference must

specify the name and address of the relevant bank and should indicate that your organisation is

a customer of good standing, that accounts held have been operated satisfactorily and should

also specify the length of time your organisation has been a customer of the bank.



Consortium Members will be assessed on the extent to which such references impact on the

solvency and financial strength and economic standing of the Consortium Member.

B11 Please provide a statement of any material pending or threatened litigation or other legal

proceedings (where not otherwise reported) where the claim is of a value in excess of £50,000

or 20% of the relevant contract value (whichever is greater).

Consortium Members will be assessed on whether they have disclosed any claims, litigation or

judgments made against the relevant organization and if so the extent to which the claims,

litigation and judgments have an adverse impact on the solvency and financial strength and


B12 Provide financial/economic information (i.e. in accordance with questions B1 to B11) in relation

to any holding/parent company of the Consortium Member who is proposing to provide a

guarantee for the obligations of the organisation or where a third party organisation may act as

a guarantor, in respect of that guarantor.

You should provide a letter from the proposed guarantor confirming the proposed guarantors’

agreement to provide a guarantee together with the scope and form of the guarantee.

a) Name:

b) Audited accounts for the last 3 financial years:

c) Turnover information for the last 3 financial years:

Amount

(£K)

20xx/20xx

Amount

(£K)

20xx/20xx

Amount

(£K)

20xx/20xx

Overall turnover for last 3

years

Turnover in works,

supplies or services

relevant to the Project

d) Contingent liability or loss:

e) Changes in accounting policy:

f) Post balance sheet events:

g) Company announcements:

h) Banking facilities and loan agreements:

i) Obligations to pay creditors and staff:

j) Banker’s reference:



k) Material pending or threatened litigation:

Consortium Members will be assessed on whether they have provided confirmation of their

willingness to arrange for a guarantee or a performance bond and if a parent company and/or

other guarantees of performance and financial standing have been submitted as part of this

PQQ, questions B2-B11 will be assessed in respect of that guarantor.

B13 Please provide:

(a) evidence of insurances held (including employers' liability, public liability, professional

liability/indemnity and any other relevant insurance such as contractors' "all risks,"

delay in start up, material damage and business interruption). For each policy, please

provide the following information:

Name of insurer

Address

Type of insurance

Policy numbers

Expiry date

Limits of indemnity

(per occurrence and

aggregate)

Excess (if any)

(b) details of any claims above £75,000 that the Candidate or any Consortium Member hasmade within the last three years in respect of any of the insurance policies referred to in(a) above.

LeadConsortiumMembertoanswerthesequestionsonbehalfofitselfandifdifferent,

equity investors

B14 Provide details of both your and your financial advisors' previous experience of raising finance:

� in schemes involving transport; and/or

� projects involving the public sector.

In each case this should include:

� your experience of raising finance for partnering or other collaborative arrangements

with the public sector involving services and/or works;

� how you ensured the continuing value for money of the funding package throughout the

duration of the partnering or other collaborative arrangement;



� your experience of securing additional funding from third parties which has enabled you

to deliver enhanced benefits in respect of these partnering or other collaborative

arrangements.

Where you do not have experience of raising finance in the circumstances identified above, but

have experience of raising finance for projects involving the private sector then please provide

details of this experience.

Candidates and equity investors will be assessed on their and their financial advisors'

experience of raising finance in schemes involving transport and/or projects involving the public

sector. This assessment will have regard to the extent of the proven expertise in raising

finance, of ensuring continuing value for money and of securing additional funding from third

parties which has enabled the delivery of enhanced benefits. In the first instance, this

assessment will be made in the context of experience in these areas in the public sector. Where

such experience is not identified, then the assessment will be made in the context of the

experience in the private sector.

B15 Based on your past experience, provide a preliminary indication as to how you would go about

securing finance for the project. You are requested to indicate the following:

� what the contribution of each equity partner/shareholder is likely to be in any special

purpose vehicle established to deliver the contracts in the scheme and the willingness of

each to put capital into the project;

� the likely sources of funds (e.g. bank debt, institutional finance or equity).

Candidates and equity investors will be assessed on their approach to securing finance for the

project and the structure that the financing will take. This assessment should take into account

the process that the Candidate and the equity investors intend to take to secure the finance

required, the proportion of the equity to be provided and the likely sources of external funding

and its form.



3.3 Part C: Technical / Professional Ability

Part C is to be completed by the lead Consortium Member on behalf of the whole consortium

forming the Candidate, or if the Candidate is a sole organisation, that organisation.

C1 General

Outline your experience (identifying which Consortium Member the experience is attributable

to) from the last 5 years of undertaking projects of a similar size and nature to that of this

Project, with specific reference to:

� PPP/PFI Contracts (up to 3 examples)

� Tramway, Light Rail, Transit or similar rail based projects (up to 3 examples)

� Operation and Maintenance Contracts within the transportation sector (up to 3

examples)

Responses which outline the relevance or similarity to the Project will gain a higher score than

those that only provide a standard statement. Responses that include examples from more than

one of the categories listed above will score higher.

� With reference to the examples given, outline your success in delivering those projects

to programme/schedule, specification and budget.

� With reference to the examples given outline areas where value management or value

engineering resulted in financial savings for the project or an overall better value for

money solution or service being provided.

� If you are part of a consortium please provide examples where you have worked

together, making specific reference to the three bullet criteria from Question C1 above,

where relevant.

C2 Operations & Maintenance

� With reference to the examples provided previously, or others as applicable, provide

examples of Operation and/or Maintenance contracts where you have performed your

services under a performance based contract (i.e. where a performance based payment

regime or Key Performance Indicators are used). Outline your performance on those

contracts, including through client reference.

� Outline your experience and success of operating a contract in which you have taken

responsibility for key business risks, such as demand/supply/patronage and associated

responsibility for revenue collection and marketing.

Examples with client references that can confirm the Candidate’s performance under a

performance based contract and where significant business risk has been taken will score

higher.

C3 Structures



� Outline your experience and capability in the construction of structures and associated

infrastructure in a challenging and constrained environment (e.g. over and about a

railway, major road or river), including your role in obtaining consents for those works

from the relevant bodies or authorities.

� Outline your experience and capability in the design and construction of long span

structures, including the use of push launch or heavy/large crane lifts during

construction.

� With reference to the Nottingham Station Bridge provide a brief outline of any specific

skill that your team brings to this project which will enhance the delivery of this key

asset.

Demonstration of an understanding of the engineering demands anticipated on NET Phase

Two along with an ability to meet such demands will score higher.

C4 Civil Engineering & Urban Design

� Outline your experience and capability in the design and construction of a tramway

within a highway and urban environment, including examples where the urban realm has

required sensitive treatment.

� Outline any specific skill that your consortium/organisation brings to this project with

regard to rapid construction of tramways within a highway environment which would be

applicable for the NET Phase Two project. Include examples where these skills have been

successfully applied.

� Outline your experience in the management of large utility contracts similar to those

envisaged for the NET Phase Two project.

� Outline your experience of developing designs and gaining the consents to those designs

(including statutory) for projects of a similar scope and scale to NET Phase Two. In the

case of examples outside of the United Kingdom, please provide information on how the

processes and procedures under the jurisdiction in which those contracts operated are

relevant or similar to those that may be expected for NET Phase Two.

Examples that provide a client reference that can verify the Candidate’s experience will score

more highly.

C5 Traction Power

� Outline your experience in a) the design, b) the installation of traction power systems for

tramways, or similar rail based systems.

A higher score will be given to examples where the approach and treatment has been

directly sensitive to the urban environment, both for overhead line equipment and sub

stations.

C6 Vehicles



� Outline your team’s experience of supplying new trams, light rail or rail vehicles into an

existing fleet with a different vehicle/ model type, including their integration into an

existing system similar to NET Line One. In the event that the Candidate (being a sole

organisation) is not a light rail vehicle supplier or in the event that the Candidate (being

a consortium) does not currently have within that consortium a member which is a light

rail vehicle supplier, please set out your proposals as to how you intend to form a

partnership with a light rail vehicle supplier for the purposes of delivering the Project.

� Outline your team’s experience of Operation and Maintenance of a mixed fleet of tram,

light rail or rail vehicles.

A higher score will be given to examples for tramways and light rail, above those of

commuter or mainline railways.

C7 Depots and Control Centres

� Outline your experience in design, construction and commissioning the expansion of an

existing tram or railway depot that remains live to full operating services during the

works.

A higher score will be given to examples that contain all phases, from design through to

commissioning.

C8 Electromagnetic Compatibility and Stray Current

� Outline your experience of design, construction and commissioning of tramways, light

rail systems or similarly electrified rail systems in close proximity to other rail systems,

and universities or medical facilities with sensitive equipment (e.g. safety critical,

medical and research equipment). Provide details on the systems affected, their

proximity and any measures taken.

Examples that demonstrate how the Candidate successfully mitigated the risk to the

sensitive receptor, by management processes or through design will score higher. Client

references should be provided.

C9 Noise and Vibration

� Outline your experience in the design, construction and commissioning of noise and

vibration mitigation measures on a tram, light rail or rail system.

A higher score will be given to examples for tramways and light rail projects and projects,

relevant to an urban street environment, above those of commuter or mainline railways. A

very good response will be one that can provide evidence that the example presented has

been effective for a period of at least 4 years post commissioning.

C10 Quality Assurance

� Please provide details of any Quality Assurance systems operated by the Candidate, both

internally and externally through the supply chain.



� Please provide details of any quality assurance certification relevant to provision of the

works that the Candidate and any Consortium Member holds e.g. IS0 9001:2000 or

equivalent standard. Please include a copy of relevant certificates.



3.4 Part D: Professional Conduct

Questions are to be completed by each Consortium Member on separate sheets, if applicable

(or, if the Candidate is a single organisation by that organisation)

D1 Has the organisation ever been the subject of any orders by the Court, or proceedings for

winding up or administration or similar proceedings in any jurisdiction, otherwise than for the

purposes of bona fide re-construction or amalgamation?

D2 Has the organisation had appointed, or is the organisation subject to proceedings for, a

Receiver, Manager, Administrator or similar office holder to be appointed on behalf of a creditor

in respect of the organisation's business under the laws of any jurisdiction?

D3 Have any directors, partners, members, or associates of the organisation been convicted of a

criminal offence relating to the conduct of the organisation's business or profession? If yes,

please provide details.

D4 Has the organisation:

� suffered a deduction for liquidated and ascertained damages in respect of any contract

within the last three years?

� been subject to a retention or other penalty due to a failure to meet the agreed

programme in respect of any contract within the last three years? or

� been subject to any successful claim relating to a defect in the performance of any

works, supply of any goods or performance of any services under a contract within the

last three years?

If the answer to any of the above questions is yes, please provide details.

D5 The organisation must provide full details in respect of whether:

� any of the matters referred to in Regulation 23(1) of the Public Contracts Regulations

2006 apply to the organisation or to any of its directors or to any other person who has

powers of representation, decision or control of the organisation; and

� any of the matters referred to in Regulation 23(4) of the Public Contracts Regulations

2006 apply to the organisation.

For ease of reference, the text of Regulation 23 is set out in the appendix to this PQQ.



3.5 Part E: Health and Safety

Part E is to be completed by the lead Consortium Member on behalf of the whole consortium

forming the Candidate, or if the Candidate is a sole organisation, that organisation

E1 Please state arrangements for management of health and safety matters by the Candidate,

including that for all 1st tier sub-contractors within a consortium structure and any designers to

those sub-contractors.

E2 Provide a copy of the Candidate's (if any at this stage) and, in a consortium structure, the 1st tier

sub-contractors' Health and Safety Policy documents covering General Policy, Organisation and

Arrangement, as required in section 2(3) of the Health and Safety at Work Act 1974 and any codes

of safe working practices issued to employees. State who will be responsible for the implementation

of the Candidate's health and safety policy, including the name of the company director, partner or

other person.

E3 Provide details of the Candidate’s Safety Officer. Outline that person’s experience of projects of a

similar size and nature. State the name, title and qualification of competent person(s) to be

appointed by the Candidate under Regulation 7 of the Management of Health and Safety at Work

Regulations 1999 (as amended).

E4 Provide details of how the following will be managed and indicate the number and value of similar

projects on which these roles have been fulfilled within the last three years by the Candidate,

including a brief description:

� CDM2007 (State the name, title and qualification of CDM Co-ordinator as defined by the

regulations)

� Principal Contractor during the implementation of the works

E5 Provide details of how the Candidate will ensure compliance with the Railways and Other Guided

Transport Systems (Safety) Regulations 2006 ("ROGS"), including:

� The name, title and qualification of competent person as defined by the regulations.

� Relevant experience in respect of ROGS and/or the underlying European Directive

(2004/49/EC (Railway Safety Directive)) and of Safety Verification in tramways or light rail

systems.

� Any supporting staff or organisation required to fulfil the duties under ROGS, including its

experience, expertise and competency.

A higher score will be given to Candidates that have more experience of ROGS and/or the

underlying European Directive (2004/49/EC (Railway Safety Directive)) and of Safety

Verification in tramways or light rail systems and that have supporting staff with the relevant

experience, expertise and competency.



E7 Outline the Candidate’s arrangements for appointing competent sub contractors/consultants and

arrangements for monitoring their performance. Provide examples.

E8 Provide details of how the Candidate will monitor compliance with its Health and Safety Policy

referred to above.

E9 Provide a copy of the Candidate's and, in a consortium structure, the 1st tier sub-contractors'

accident statistics for the last 3 years. Statistics should include rates of major injuries, three-day

injuries, reportable case of ill health and dangerous occurrences. Indicate where any accident was

caused or contributed to by a failure by the Candidate to comply with such Health and Safety

Policy.

E10 Have any reports or other notifications been made against the Candidate and, in a consortium

structure, the 1st tier sub-contractors during the past three years pursuant to the Health and

Safety at Work Act 1974 or any regulations made there under, including the Reporting of Injuries,

Diseases and Dangerous Occurrences Regulations 1995?

If yes, please provide details.

E11 Have any prosecutions or notices been served on any the Candidate and, in a consortium structure,

the 1st tier sub-contractors and initiated by the Health and Safety Executive during the past five

years?

If yes, please provide details, including what actions were taken to put matters right.

Records should include any incidents that occurred whilst the company traded under a different

name, and any incidents that occurred to direct employees or labour only sub-contractors.



Prior to returning the completed Pre-Qualification Questionnaire, please read and sign below:

I/We certify that the information supplied is accurate to the best of my/our knowledge and belief and thatI/we accept the conditions and undertakings requested in the PQQ. I/We understand that false informationcould result in my/our application being rejected. I/We understand that it is a criminal offence to give or offer a gift or consideration as an inducement orreward to any servant of a public body and that such action will allow the Authority to exclude me/us fromthe procurement. Signed............................................................................................................................ Printed Name............................................................................................................….. Status..........................................................................................................……………. Telephone number……………………………………………………………………………. E-mail address………………………………………………………………………………... For and on behalf of: .....................................….............................................................

....................................................................................................................................... ....................................................................................................................................... ....................................................................................................................................... ....................................................................................................................................... Date....................................................................................................................

A person authorised by the Candidate must sign this PQQ.



APPENDIX 1 - TEXT OF REGULATION 23 OF THE PUBLIC

CONTRACTS REGULATIONS 2006

23.— Criteria for the rejection of economic operators

(1) Subject to paragraph (2), a contracting authority shall treat as ineligible and shall not select an

economic operator in accordance with these Regulations if the contracting authority has actual knowledge

that the economic operator or its directors or any other person who has powers of representation, decision

or control of the economic operator has been convicted of any of the following offences—

(a) conspiracy within the meaning of section 1 of the Criminal Law Act 1977 where that conspiracy relates

to participation in a criminal organisation as defined in Article 2(1) of Council Joint Action 98/733/JHA;

(b) corruption within the meaning of section 1 of the Public Bodies Corrupt Practices Act 1889 or section 1

of the Prevention of Corruption Act 1906;

(c) the offence of bribery;

(d) fraud, where the offence relates to fraud affecting the financial interests of the European Communities

as defined by Article 1 of the Convention relating to the protection of the financial interests of the European

Union, within the meaning of—

(i) the offence of cheating the Revenue;

(ii) the offence of conspiracy to defraud;

(iii) fraud or theft within the meaning of the Theft Act 1968 and the Theft Act 1978;

(iv) fraudulent trading within the meaning of section 458 of the Companies Act 1985;

(v) defrauding the Customs within the meaning of the Customs and Excise Management Act 1979 and the

Value Added Tax Act 1994;

(vi) an offence in connection with taxation in the European Community within the meaning of section 71 of

the Criminal Justice Act 1993; or

(vii) destroying, defacing or concealing of documents or procuring the extension of a valuable security

within the meaning of section 20 of the Theft Act 1968;

(e) money laundering within the meaning of the [Money Laundering Regulations 2007]; or

(f) any other offence within the meaning of Article 45(1) of the Public Sector Directive as defined by the

national law of any relevant State.

(2) In any case where an economic operator or its directors or any other person who has powers of

representation, decision or control has been convicted of an offence described in paragraph (1), a

contracting authority may disregard the prohibition described there if it is satisfied that there are overriding

requirements in the general interest which justify doing so in relation to that economic operator.

(3) A contracting authority may apply to the relevant competent authority to obtain further information

regarding the economic operator and in particular details of convictions of the offences listed in paragraph

(1) if it considers it needs such information to decide on any exclusion referred to in that paragraph.

(4) A contracting authority may treat an economic operator as ineligible or decide not to select an

economic operator in accordance with these Regulations on one or more of the following grounds, namely

that the economic operator—

(a) being an individual is bankrupt or has had a receiving order or administration order or bankruptcy

restrictions order made against him or has made any composition or arrangement with or for the benefit of

his creditors or has made any conveyance or assignment for the benefit of his creditors or appears unable

to pay, or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of

the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland has

granted a trust deed for creditors or become otherwise apparently insolvent, or is the subject of a petition

presented for sequestration of his estate, or is the subject of any similar procedure under the law of any

other state;



(b) being a partnership constituted under Scots law has granted a trust deed or become otherwise

apparently insolvent, or is the subject of a petition presented for sequestration of its estate;

(c) being a company or any other entity within the meaning of section 255 of the Enterprise Act 2002 has

passed a resolution or is the subject of an order by the court for the company's winding up otherwise than

for the purpose of bona fide reconstruction or amalgamation, or has had a receiver, manager or

administrator on behalf of a creditor appointed in respect of the company's business or any part thereof or

is the subject of the above procedures or is the subject of similar procedures under the law of any other

state;

(d) has been convicted of a criminal offence relating to the conduct of his business or profession;

(e) has committed an act of grave misconduct in the course of his business or profession;

(f) has not fulfilled obligations relating to the payment of social security contributions under the law of any

part of the United Kingdom or of the relevant State in which the economic operator is established;

(g) has not fulfilled obligations relating to the payment of taxes under the law of any part of the United

Kingdom or of the relevant State in which the economic operator is established;

(h) is guilty of serious misrepresentation in providing any information required of him under this regulation;

(i) in relation to procedures for the award of a public services contract, is not licensed in the relevant State

in which he is established or is not a member of an organisation in that relevant State when the law of that

relevant State prohibits the provision of the services to be provided under the contract by a person who is

not so licensed or who is not such a member; or

(j) subject to paragraphs [(7), (7A), (7B), (8), (8A), (8B) and (9)] is not registered on the professional or

trade register of the relevant State specified in Schedule 6 in which he is established under conditions laid

down by that State.

(5) The contracting authority may require an economic operator to provide such information as it considers

it needs to make the evaluation in accordance with paragraphs (1) and (4) except that it shall accept as

conclusive evidence that an economic operator does not fall within the grounds specified in paragraphs (1)

and (4)(a), (b), (c), (d), (f) or (g) if that economic operator provides to the contracting authority—

(a) in relation to the grounds specified in paragraphs (1) and (4)(a), (b), (c) or (d)—

(i) an extract from the judicial record; or

(ii) in a relevant State which does not maintain such a judicial record, a document issued by the relevant

judicial or administrative authority;

(b) in relation to the grounds specified in paragraphs (4)(f) or (g), a certificate issued by the relevant

competent authority; and

(c) in a relevant State where the documentary evidence specified in paragraphs (5)(a) and (b) is not issued

in relation to one of the grounds specified in paragraphs (1),(4)(a), (b), (c), (d), (f) or (g), a declaration on

oath made by the economic operator before the relevant judicial, administrative or competent authority or

a relevant notary public or Commissioner for oaths.

(6) In this regulation, “relevant” in relation to a judicial, administrative or competent authority, notary

public or Commissioner for oaths means an authority designated by, or a notary public or Commissioner for

oaths in the relevant State in which the economic operator is established.

(7) An economic operator established in the United Kingdom or Ireland shall be treated as registered on the

professional or trade register for the purposes of paragraph (4)(j) if the economic operator —

(a) is established in Ireland and is certified as registered with the Registrar of Friendly Societies; or

(b) is established in either State and is either —

(i) certified as incorporated by their respective Registrar of Companies; or

(ii) is certified as having declared on oath that it is carrying on business in the trade in question in the

State in which it is established at a specific place of business and under a specific trading name.

[

(7A) An economic operator established in Cyprus shall be treated as registered on the professional or trade

register for the purposes of paragraph (4)(j) if—

(a) in relation to procedures for the award of a public services contract or a public supply contract the

economic operator is either—

(i) certified as incorporated by the Registrar of Companies and Official Receiver (EjoroV Etairei—n kai

EpíohmoV ParalípthV); or



(ii) certified as having declared on oath that the economic operator is carrying on business in the trade in

question in Cyprus at a specific place of business and under a specific trading name; or

(b) in relation to procedures for the award of a public works contract the economic operator is certified by

the Council for the Registration and Audit of Civil Engineering and Building Contractors ( 130 umboúlio

EggrajúV kai Elégcou Ergolhptén Oikodomikénkai Tecnikén 'Ergwn) according to the Registration and Audit

of Civil Engineering and Building Contractors Law of Cyprus.

(7B) An economic operator established in Malta shall be treated as registered on the professional or trade

register for the purposes of paragraph (4)(j) if—

(a) the economic operator produces its “numru ta5/8 registrazzjoni tat- Taxxa tal- Valur Mizjud (VAT) u n-

numru tal-licenzja ta5/8 kummerc”; and

(b) where the economic operator is a member of a partnership or is a company, it produces the relevant

registration number issued by the Malta Financial Services Authority.

]

(8) In relation to procedures for the award of a public services contract, an economic operator established

in Greece shall be treated as registered on the professional or trade register for the purposes of paragraph

(4)(j)—

(a) when the services to be provided under the contract are specified in category 8 of Schedule 3 and when

Greek legislation requires persons who provide those services to be registered on the professional register

(Μητρώο Μελετητών and Μητρώο Γραφείων Μελετών), if it is registered on that register; and

(b) in any other case, in accordance with paragraph (9).

[

(8A) In relation to procedures for the award of a public services contract, an economic operator established

in Hungary shall be treated as registered on the professional or trade register for the purposes of

paragraph (4)(j) if the economic operator is certified as being entitled to be engaged in the trade in

question in Hungary.

(8B) In relation to procedures for the award of a public supply contract, an economic operator established

in Spain shall be treated as registered on the professional or trade register for the purposes of paragraph

(4)(j) if the economic operator is certified as having declared on oath that it is entitled to be engaged in the

trade in question in Spain.

]

(9) An economic operator established in a relevant State, other than the United Kingdom or Ireland, which

either has an equivalent professional or trade register which is not listed in Schedule 6 or which does not

have an equivalent professional or trade register shall be treated as registered on a professional or trade

register for the purposes of paragraph (4)(j) on production of either a certificate that he is registered on

the equivalent professional or trade register or where no such register exists, a declaration on oath, or in a

relevant State which does not provide for a declaration on oath a solemn declaration, made by the

economic operator before the relevant judicial, administrative or competent authority or a relevant notary

public or Commissioner for oaths, that he exercises the particular profession


APPENDIX 8 – INVITATION TO NEGOTIATE


Submitted July 2011

Nottingham Express Transit: Phase Two

Invitation to Negotiate

KB/KB/61891/1/UKM/27359957.1 2

CONTENTS

1. INTRODUCTION ....................................................................................................................4

2. DEFINITIONS .........................................................................................................................5

3. BACKGROUND AND SCOPE OF PROCUREMENT .......................................................8

4. PROCUREMENT TIMETABLE AND INSTRUCTIONS TO CANDIDATES ..............19

5. TENDER CONDITIONS AND REQUIREMENTS ...........................................................25

6. INFORMATION AND COMMUNICATION.....................................................................29

7. LAND ......................................................................................................................................37

8. UTILITY SERVICE DIVERSIONS ....................................................................................40

9. KEY STAKEHOLDERS AND INTERFACES...................................................................42

10. PATRONAGE AND REVENUE ..........................................................................................43

11. EMPLOYMENT, TRAINING AND SUPPLY CHAINS ...................................................46

12. SUSTAINABILITY................................................................................................................48

13. TECHNICAL SUBMISSION REQUIREMENTS..............................................................49

14. FINANCIAL AND COMMERCIAL SUBMISSION REQUIREMENTS........................58

15. LEGAL SUBMISSION REQUIREMENTS ........................................................................78

16. EVALUATION PROCEDURE AND CRITERIA ..............................................................80

APPENDIX 1 - DRAFT CONCESSION AGREEMENT, DIRECT AGREEMENT, DESIGN

AND CONSTRUCTION SUB-CONTRACTOR'S COLLATERAL AGREEMENT AND

OPERATING SUB-CONTRACTOR'S COLLATERAL AGREEMENT .......................85

APPENDIX 2 – KEY COMPENSATION SENSITIVE SITES BY GEOGRAPHICAL AREA .86

APPENDIX 3 - TENDER FORM ......................................................................................................87

APPENDIX 4 – CHECKLIST OF INFORMATION REQUIRED FROM CANDIDATES .......89

APPENDIX 5 – REVENUE AND PATRONAGE PRO-FORMA ..................................................93

APPENDIX 6 – FORM OF CONFIDENTIALITY AND INTELLECTUAL PROPERTY

UNDERTAKING ...................................................................................................................94

APPENDIX 7 – DATA ROOM INDEX ............................................................................................98

KB/KB/61891/1/UKM/27359957.1 3

APPENDIX 9 – FORM OF WARRANTY TO BE PROVIDED BY MOTT MACDONALD

LIMITED ..............................................................................................................................100

APPENDIX 10 – TECHNICAL/QUALITY EVALUATION MATRIX......................................109

APPENDIX 11 – CONCESSION AGREEMENT: SUMMARY OF KEY ISSUES ...................110

APPENDIX 12 - MARK UP COMMENTARY..............................................................................119

APPENDIX 13 - CAPITAL COST PROFORMA, RENEWAL AND REFURBISHMENT COST

PROFORMA AND PRICING DOCUMENT....................................................................120

APPENDIX 14 - FINANCIAL PROFORMA .................................................................................121

APPENDIX 15 - PROCUREMENT DATA ROOM PROCEDURE ............................................122

APPENDIX 16 - KEY DEVELOPMENTS AND PROJECT INTERFACES .............................123

APPENDIX 17 - KEY STAKEHOLDERS .....................................................................................136

APPENDIX 18 - TARGETED EMPLOYMENT AND SKILLS METHOD STATEMENT .....148

APPENDIX 19 - SCOPE OF HYPOTHETICAL EXTENSIONS AND PRICING

ASSUMPTIONS ...................................................................................................................153

APPENDIX 20 - NETWORK EXTENSIONS OPERATING AND MAINTENANCE COSTS156

KB/KB/61891/1/UKM/27359957.1 4

1. INTRODUCTION

On 24 September 2009, Nottingham City Council ("Authority") dispatched a contract notice

to the Official Journal of the European Union (reference2009/S 185-266306) ("OJEU

Notice") inviting expressions of interest in relation to the Project (as defined below).

Following a pre-qualification process, this invitation to negotiate ("ITN") is being made

available bythe Authority to those Candidates who have been shortlisted in respect of the

Project.

The defined terms used within this ITN are set out in section2 (Definitions) and section3

(Background and Scope of Procurement) provides Candidates with further detail in respect of

the Project.

Section4(Procurement Timetable and Instructions to Candidates) and section5(Tender

Conditions and Requirements) detail the procurement process and conditions. Section6

(Information and Communication) contains information regarding the Data Room and the

clarification and query protocol.

Sections 7 to 12 contain key information regarding the Project and the approach taken to date

by the Authority in relation to key issues including: the Authority's land strategy; utility

service diversions; key stakeholders and interfaces; patronage and revenue; employment,

training and supply chains; and sustainability.

The technical, financial and commercial and legal requirements in respect of Tenders are set

out in sections 13, 14 and 15 respectively.

Section16(Evaluation Procedure and Criteria) contains the evaluation methodology and

criteria which will be applied by the Authority for the purposes of evaluating Tenders.

KB/KB/61891/1/UKM/27359957.1 5

2. DEFINITIONS

Capitalised terms which are not defined in this ITN shall have the meaning given to them in

the draft Concession Agreement which forms Appendix 1 to this ITN. In addition, the

following terms shall, where used in this ITN, have the meaning set out below:

"AIP" means approval in principle;

"Authorised Representative" means the person from time to time appointed by a Candidate

and notified to the Authority in writing as the person authorised to act on behalf of the

Candidate in connection with its Tender(s);

"Authority" has the meaning given in section 1 (Introduction);

"BAFO" means best and final offer(s);

"Base Tender" has the meaning given in section 5.4.3 (Tender Structure and Format);

"BBC" has the meaning given in paragraph 2 of Appendix 17 (Key Stakeholders);

"BWB" has the meaning given in paragraph 11 of Appendix 17 (Key Stakeholders);

"Candidate"means each of the individual organisations or consortia to whom this ITN is

issued;

"Concession Agreement" shall have the meaning given to such term in section 3.6.1 (New

Contract Structure) of this ITN;

"Concession Specification" means the specification for the Project set out at schedule 3 of

the Concession Agreement;

"DAG" has the meaning given paragraph 15 of Appendix 17 (Key Stakeholders);

"Data Room" shall have the meaning given to such term in section 6.1.1 (Data Room) of this

ITN;

"Data Room Information" shall have the meaning given to such term in section 6.1.6 (Data

Room) of this ITN;

"Design Services Contract"means the contract for the provision of design services in

relation to the Project made between (1) the Authority; (2) Nottinghamshire County Council;

and (3) Mott MacDonald Limited and dated 19 December 2007;

"EMC" means electromagnetic compatibility;

"EMT" means East Midland Trains Limited;

"Financial Model" means each financial model required to be submitted by Candidates in

accordance with section14(Financial and Commercial Submission Requirements) of this

ITN;

KB/KB/61891/1/UKM/27359957.1 6

"Flood Model" has the meaning given in paragraph 10.3 of Appendix 17 (Key Stakeholders);

"HMRC" means HM Revenue & Customs;

"IFRS" means international financial reporting standards;

"Illustrative Design Solutions" shall have the meaning given to such term insection 3.10.1

(Illustrative Design Solutions) of this ITN;

"ITN" has the meaning given in section 1 (Introduction);

"Land Schedule"means the draft land schedule set out at schedule 2 of the Concession

Agreement;

"MIU" has the meaning given paragraph 15 of Appendix 17 (Key Stakeholders);

"NCC" has the meaning given in paragraph 2 of Appendix 17 (Key Stakeholders);

"MSCP"has the meaning given in paragraph 12 of Appendix 16 (Key Developments and

Project Interfaces);

"NE" has the meaning given in paragraph 12.1 of Appendix 17 (Key Stakeholders);

"NPV" means net present value;

"NWT" has the meaning given in paragraph 12.1 of Appendix 17 (Key Stakeholders);

"OJEU Notice" has the meaning given in section 1 (Introduction);

"OLE" means overhead line equipment;

"Preferred Bidder"means the Candidate that the Authority selects at a later stage in the

procurement process as its selected partner for the Project;

"Pre-Qualification Submission"means a Candidate's response to the pre-qualification

questionnaire issued by the Authority in order to evaluate and short list Candidates prior to the

issue of this ITN;

"Project" means the undertaking of the detailed design and construction of NET Phase Two

and the operation and maintenance of NET Line One together with NET Phase Two and,

potentially, future network extensions;

"QMC" means the Queens Medical Centre;

"Query Form" shall have the meaning given to such term in section 6.3.1 (Query Procedure)

of this ITN;

"RBC" has the meaning given in paragraph 2 of Appendix 17 (Key Stakeholders);

"SFO" means station facility owner;

KB/KB/61891/1/UKM/27359957.1 7

"SPV" shall have the meaning given to such term in section 3.6.1 (New Contract Structure);

"Tender" means a Candidate's response to this ITN;

"Tender Forms" means the form set out at Appendix 3 (Tender Form);

"Tender Period" means the period from the date of issue of this ITN to Candidates until the

Tender Return Date;

"Tender Return Date" means the date and time on which Candidates are required to submit

their Tender(s) (as set out in section 5.1 (Tender Conditions and Requirements) of this ITN) or

such other date as may be subsequently notified by the Authority to Candidates as being the

date on which Tenders are required to be submitted;

"TOC" means train operating companies;

"Trust" has the meaning given in paragraph 7 of Appendix 17 (Key Stakeholders);

"TSR"shall have the meaning given to such term in section13.1(Technical Information

required in Tenders) of this ITN;

"Waterways Code"has the meaning given in paragraph11.2of Appendix 17 (Key

Stakeholders);

KB/KB/61891/1/UKM/27359957.1 8

3. BACKGROUND AND SCOPE OF PROCUREMENT

3.1 Background

The Authority is committed to a transport strategy in which Nottingham’s transport

infrastructure is developed in a sustainable and integrated manner to meet future travel

demand and to stimulate economic activity within the conurbation. Central to this

strategy is the establishment of a network of tram routes serving key origins and

destinations which is fully integrated with other transport modes.

The first of these routes,Nottingham Express Transit (NET) Line One, opened for

public service in 2004. NET Line One comprises a 14.5km tramway between

Nottingham and Hucknall, with a spur to Phoenix Park, close to Junction 26 of the

M1. Over 3000 Park and Ride spaces are provided in five strategically located sites.

Frequent services are operated throughout the day and good interchange is provided

with bus and rail services at various locations. NET Line One currently carries around

10 million passengers a year. It has demonstrated the substantial accessibility,

congestion, economic development and regeneration benefits achievable with light

rail when it is established as part of an integrated public transport network. NET Line

One has been widely recognised as an example of bestpractice and has been the

recipient of a number of local government and industry awards.

The Authority now proposes further expansion of the network through two additional

tram routes, jointly referred to as NET Phase Two. The Nottingham Express Transit

System Order 2009 came into force on the 20th

June 2009, securing appropriate

powers to build and operate NET Phase Two. Department for Transport Conditional

Funding Approval was secured in July 2009.

The Authority is the sole promoter of the Project following the withdrawal of

Nottinghamshire County Council as joint promoter. The Authority has committed to

delivering the Project alone and securing the necessary local funding contribution,

which will primarily come from the introduction of the Nottingham Workplace

Parking Levy. The powers to realise the Workplace Parking Levy were obtained in

July 2009 and the Authority has now formally resolved to introduce the scheme in

October 2011, with charging commencing in April 2012.

3.2 NET Phase Two

3.2.1 Route Description

NET Phase Two provides two additional tram routes to the South West and West of

the City centre, linking directly into NET Line One at Nottingham railway station, and

so allowing through running passenger services over an expanded Network.

NET Phase Two will:

provide a step change in public transport provision, enhancing accessibility to

Nottingham City Centre;

KB/KB/61891/1/UKM/27359957.1 9

reduce the growth of traffic congestion by taking a further three million car

journeys off Nottingham’s roads;

serve 20 of the 30 largest employers in Greater Nottingham, including the

University of Nottingham and the QMC; and

create an expanded Network where 30% of Greater Nottingham’s population

live within 800m of a tramstop.

The 9.8km Chilwell route will serve the Meadows, the ng2 business park, the area’s

main hospital at QMC, the University of Nottingham, Beeston Town Centre and

Chilwell before terminating at a 1300 (approx) space Park and Ride Site at Toton

Lane adjacent to the A52 and close to Junction 25 of the M1.

The 7.6 km Clifton route will serve densely populated residential areas including The

Meadows, Wilford and Ruddington Lane area, which is currently relatively

inaccessible by public transport, and Clifton before terminating at a Park and Ride

Site providing around 1000 spaces adjacent to the A453 (which forms the currently

congested highway approach to Nottingham from Junction 24 of the M1).

The NET Phase Two routes together with NET Line One are presented in figure 1.1

below.

KB/KB/61891/1/UKM/27359957.1 10

Figure 1.1 The expanded Network

KB/KB/61891/1/UKM/27359957.1 11

3.2.2 Planning and Powers

3.2.2.1The Nottingham Express Transit System Order was made on 9th June

2009 following an extensive public inquiry.

3.2.2.2The Order was accompanied by a direction under s.90 (2A) of the

Town and Country Planning Act 1990 deeming planning permission

to be grantedfor the authorised works. This permission will be

subject to the discharge of conditions through the local planning

authorities (and imposed by the Department for Transport). Three

Listed Building Consents and six Conservation Area Consents were

granted by the Government Office for the West Midlands on 30th

March 2009 and these will also be subject to conditions to be

discharged locally. Two Exchange Land Certificates in respect of

open space were granted by the Government Office for London, also

on 30th March 2009.

3.2.2.3The Order empowers the Authority to acquire compulsorily all land

necessary for NET Phase Two, and gives it various ancillary powers

that substitute for existing statutory regimes (e.g. traffic regulation

orders). With the exception of the conditions attached to the planning

direction and other consents, and some protective provisions giving

particular parties (e.g. the Environment Agency and statutory

undertakers) approval of works affecting their interests, the Order

process effectively serves as a one stop shop.

3.2.2.4The powers required in respect of NET Line One were granted under

the Greater Nottingham Light Rapid Transit Act 1994. Many of the

provisions of this Act have now been repealed and replaced by the

provisions of the Order. Further information in respect of the

Authority's transfer to the Concessionaire of its rights and obligations

under both this Act and the Order is provided in Appendix 11

(Concession Agreement: Summary of Key Issues).

3.3 Termination of Existing NET Line One Concession

In order to achieve integrated operation of the extended Network by a single operator

following construction of NET Phase Two, the existing NET Line One concession

agreement will be terminated on the date of financial close of the Project. This

concession agreement contains provisions expressly dealing with its termination in the

event that the Authority wishes to procure network extensions. The Authority is

currently finalising the detail of the process for termination with the incumbent

concessionaire, Arrow Light Rail Limited. Candidates should note that they will not

be required to fund any part of the compensation sum payable to Arrow Light Rail

Limited on termination of the existing concession and therefore no provision in

respect of such sum should be included within any Tender.

3.4 Handover Arrangements for NET Line One

KB/KB/61891/1/UKM/27359957.1 12

The Authority anticipates that the new Concessionaire will take over the operation and

maintenance of NET Line One with effect from the day after financial close of the

Project. In order to ensure a seamless transition and minimise disruption to passenger

services, the Authority is currently in the process of finalising agreements with the

existing concessionaire and its subcontractors, pursuant to which they will provide

training, operating and maintenance instructions and other handover services to the

Preferred Bidder in advance of financial close. It is envisaged that this process will be

initiated around 100 days prior to the programmed date for financial close, thereby

giving the Preferred Bidder sufficient time to become fully familiar with the operating

and maintenance procedures for NET Line One in advance of handover.

3.5 Latent Defects in NET Line One

3.5.1 In taking over responsibility for the operation and maintenance of NET Line

One, the Concessionaire will assume responsibility for the condition of the

NET Line One infrastructure and existing trams. The Authority expects that

Candidates will undertake their own due diligence in this respect. However,

in order to provide Candidates with preliminary information, the Authority

has compiled a significant data base of NET Line One asset information.

Furthermore, as part of their services under the Design Services Contract,

Mott MacDonald have produced a report which considers the maintenance

procedures employed by the incumbent concessionaire and the general

condition of the NET Line One assets. The NET Line One asset information,

maintenance and condition report is available in the Data Room and will

enable Candidates to take a view on thelikely planned preventative

maintenance and renewals requirements in respect of NET Line One.

3.5.2 Candidates should note that the Authority will assign to the new

Concessionaire the benefit of a collateral warranty from the NET Line One

turnkey contractor. In summary, this will enable the Concessionaire to bring a

direct claim against the turnkey contractor where a latent defect (excluding

fair wear and tear) arises in the design, workmanship or material of the NET

Line One assets as a result of the negligenceor default of the turnkey

contractor. The turnkey contractor's liability in respect of such latent defects

will continue until March 2016. A copy of the warranty and a redacted

version of the turnkey contract are available in the Data Room.

3.6 New Contract Structure

3.6.1 The proposed contract structure for the Project is a Design, Build, Finance,

Operate and Maintain (DBFOM) concession under the UK Government's

Private Finance Initiative (PFI). This envisages that one main project

agreement (the"Concession Agreement") will be signed between the

Authority and a special purpose vehicle ("SPV") formed by the successful

bidding consortium, covering all aspects of the Project, i.e. design, build,

financing, operation and maintenance. A copy of the draft Concession

Agreement accompanies this ITN as Appendix 1. In addition, there will be

ancillary documents to be entered into between the Authority and the

successful consortium, such as the Direct Agreement with the lenders, the

Design and Construction Sub-Contractor'sCollateral Agreement and the

KB/KB/61891/1/UKM/27359957.1 13

Operating Sub-Contractor's Collateral Agreement as referred to in the draft

Concession Agreement. These are also included at Appendix 1.

3.6.2 The draft Concession Agreement is based on HM Treasury's Standardisation

of PFI ContractTermsversion 4(SoPC4), with amendments where

appropriate to deal with project specific issues, drawing on the experience

gained from the current NET Line One concession. The draft assumes a

typical PFI structure under which the successful bidding consortium will,

through a holding company limited by shares, form the SPV which will enter

into the Concession Agreement as the Concessionaire. The draft envisages

that the SPV will, in turn, sub-contract the principal design/construction and

operation/maintenance functions to the consortium members. Candidates are

free to propose alternative consortium and sub-contracting structures,

provided that they make this clear in their Tenders and mark up the

Concession Agreement accordingly.

3.6.3 The Authority currently envisages that the term of the Concession Agreement

will be around 23 years from financial close and this is reflected in the draft

document. However, the Authority is open to considering alternative

concession periods if Candidates can demonstrate that better value for money

can be achieved as a result.

3.6.4 The Concession Agreement is drafted on the assumption that the two new

routes comprising NET Phase Two will open for public passenger services

simultaneously. However, if they wish to do so, Candidates may make

proposals for a staged opening of NET Phase Two for consideration by the

Authority.

3.6.5 Michael Bowsher QC has confirmed that, for the purposes of the Public

Contracts Regulations 2006 and EU procurement law, the Concession

Agreement is properly classified as a works concession. As such, the full

regime of the Public Contracts Regulations 2006 does not apply to this

procurement and the Authority has elected to run the procurement under a

form of the negotiated procedure, as permitted by the regulations.

Furthermore, as the new EU regulation on Public Passenger Transport

Services (1370/2007) does not apply to works concessions, the duration of the

Concession Agreement is not restricted by the provisions of that regulation.

3.6.6 The Concession Agreement will include a mechanism to enable the parties to

agree terms in relation to the design, construction, financing, maintenance

and/or operation of any futureextensions and/or additions to the Network

which may be proposed by the Authority in its absolute discretion from time

to time. Further detail in respect of this mechanism is provided at Appendix

11 (Concession Agreement: Summary of Key Issues).

3.6.7 A brief summary of some of the other key issues under the Concession

Agreement is also provided at Appendix 11(Concession Agreement:

Summary of Key Issues).

3.7 Scope of NET Phase Two Works

KB/KB/61891/1/UKM/27359957.1 14

3.7.1 The Concessionaire will be required to carry out all works to implement NET

Phase Two. In carrying out these works, the Concessionaire will be required

to obtain all necessary consents other than those which have already been

obtained as outlined in section 3.2.2 (Planning and Powers). The Highways

Interface Document provided in the Data Room sets out the process for

obtaining local highway authority consents.

3.7.2 The following summarises the works that will be required:

a)Construction and installation of double tramway track, with a mixture of slab and

ballasted trackform. The trackwork will incorporate a number of switches,

crossings and turnback facilities to ensure the robust and dependable operation of

the services.

b) Provision of all new and altered structures necessary for the implementation of

NET Phase Two, including bridges, retaining walls and embankments.

c) Construction of all associated highway works along the route to enable the safe

integration of NET Phase Two with other highway vehicles, cyclists and

pedestrians, which includes highway reconstruction, paving, drainage, lighting,

traffic signals, signage and road markings.

d) Demolition and site clearance works.

e) Construction of all ducting and drainage systems and installation of

communication and control equipment necessary for the operation of NET Phase

Two.

f) Diversion or protection of statutory utility and private apparatus necessaryto

accommodate NET Phase Two.

g) Accommodation works to fit the tramway within the local environment including

those required through agreements, commitments and obligations provided to

third parties by the Authority and which are expressly transferred to the

Concessionaire under the Concession Agreement. A summary of the

Concessionaire's obligations in this respect is provided in Appendix 11

(Concession Agreement: Summary of Key Issues).

h) Construction and installation of noise mitigation measures, such as barriers or

special trackform, at various locations along the routes.

i) All ground works to support the tramway, including removal or remediation of

contaminated land associated with the works.

j) Environmental mitigation works, including the modification of existing

watercourses, flood alleviation measures, protection of habitats during the works,

replacement tree planting and other landscaping measures.

k) Construction of tramstops at 28 locations and installation of all associated

equipment, including shelters, seating, lighting, signage, cctv, passenger

information displays, emergency help points and passenger address. Tramstops

KB/KB/61891/1/UKM/27359957.1 15

shall include the passive provision for ticket vending machines if they do not

form part of the Concessionaire’s proposals.

l) Construction and installation of sub stations and overhead line electrification at

750dc, including the integration of the overhead equipment with street lighting

(which may require liaison with the Authority's streetlighting PFI project

contractor)and other support structures such as buildings in order to minimise

clutter and improve the aesthetic design of the Network within the local

environment.

m)Construction of major Park and Ride Sites at Toton Lane and Clifton (minimum

1300 and 1000 spaces respectively), includinghighway works to link the car

parks to the A52 and A453 respectively. Candidates should note that

approximately 140 of the spaces at the Toton Lane Park and Ride Site are to be

separately allocated for use by a retail park.

n) The supply of sufficient trams to operate the required services.

3.7.3 The Authority envisages that the general scope of the works will include the

following key aspects:

a)Design and construction of a major bridge crossing over Nottingham Station.

Such works would include the integration with NET Line One at Station Street

tramstop and modifications to Network Rail infrastructure; station platforms,

buildings and interface works to the Hub development (refer to paragraph 12 of

Appendix 16 (Key Developments and Project Interfaces) for further information

in respect of the Hub).

b)Further major bridges at Lenton Lane (tram over rail), at the River Trent/Wilford

Toll (tram over river), and Fairham Brook (tram over river).

c)A viaduct structure through the Queens Medical Centre and University of

Nottingham, including a bridge crossing of the A52.

d)Other bridge and structural works along the route, including the reconstruction of

a bridge deck at Clayton Canal, interface works at the A52 on the Clifton route,

retaining walls on the approach to bridges and to retain the Network within the

limits of deviation specified in the Order.

e)The removal, infill and re-grading of existing bridges/underpasses at Meadows

Way and Ruddington Lane.

f) Construction of a specialist trackform and other measures within the University

of Nottingham in order to mitigate the effects of noise and vibration from the

Network. Further noise mitigation measures (noise barriers) will be required

through the Greenway on the route to Chilwell and through Compton Acres on

the route to Clifton.

g)Construction of, or modification to, roads, car parks, landscaping and other

facilities associated with the construction of NET Phase Two through private

land, such as that at the Queens Medical Centre and University of Nottingham.

KB/KB/61891/1/UKM/27359957.1 16

h)Construction or modification works to culverts such as those on University

Boulevard and the Greenway in Chilwell.

i) Flood alleviation measures required as a consequence of NET Phase Two,

including a possible 1km wall through Compton Acres, storage ponds at the

Clifton and Toton Lane Park and Ride Sites and a pumping station on University

Boulevard. Further information in respect of the flood risk assessment and

potential flood alleviation measures is provided at paragraph10(Environment

Agency) of Appendix 17 (Key Stakeholders).

j) Ground stabilisation works, such as those on approach to Lenton Lane tramway

bridge and in the vicinity of Lower Road and University Boulevard.

k)Removal of significant quantities of ground material from the Wilford and

Compton Acres section of the route.

l) Diversion or protection of private service apparatus through the QMC and

University of Nottingham sites.

m)Replacement of public open space (including associated landscaping and a

children’s playground through the Greenway in Chilwell) that forms part of the

works.

The general scope of the NET Phase Two works are set out in greater detail in the

General Arrangement Plans available in the Data Room. These can be located by

following file path: Phase Two/Scheme Development/Scheme Management/ Scheme

Configuration/General Arrangements.

3.8 NET Line One Works

3.8.1 The Concessionaire shall be required to undertake any modification and

enhancements works to NET Line One, which may include:

3.8.1.1expansion of the existing depot site at Wilkinson Street to

accommodate the storage and maintenance of the larger tram fleet and

to control the Network’s operations; and

3.8.1.2some ancillary modifications to traction power on NET Line One,

including a new sub station (or equivalent upgrade to existing) and

reinforcement of the OLE and traction feeds.

3.8.2 Such works will require the replacement by the Concessionaire of the existing

crossover at Noel Street.

3.9 Operation and Maintenance of the Network

3.9.1 The Concessionaire will be responsible for the operation and maintenance of

NET Line One from the day following financial close of the Project and for

operation and maintenance of the integrated Network following practical

completion by it of the NET Phase Two works outlined above. The

KB/KB/61891/1/UKM/27359957.1 17

Concessionaire will be entitled to use the Existing Trams for the purposes of

providing the services.

3.9.2 Key operating and maintenance requirements include:

3.9.2.1operation of passenger services every day except Christmas day

approximately between the hours of 6.00 am to midnight Monday to

Saturday and 8.00 am to 11.00 pm on Sunday;

3.9.2.2provision of a minimum peak service of 8 trams per hour in each

direction between Nottingham Station and Hucknall, Chilwell and

Clifton respectively and 6 trams per hour in each direction between

Nottingham Station and Phoenix Park; and

3.9.2.3whole life maintenance of all Network assets over the concession

period.

3.10 Illustrative Design Solutions

3.10.1To assist Candidates and in order to provide Candidates with sufficient detail

to give greater certainty as to the scope, costs and implementation programme

of NET Phase Two, the Authority appointed Mott MacDonald Limited to

produce verified and validated designs and to obtain key consents in respect

of some key areas of NET Phase Two ("Illustrative Design Solutions")

based on defined scheme requirements. The Illustrative Design Solutions are

available in the Data Room. An explanation of the services undertaken by

Mott MacDonald and the level to which designs have been developed for each

of the key areas is provided at Appendix 8 (Design Services Contract and

Illustrative Design Solution Road Map).

3.10.2A warranty will be provided by Mott MacDonald to the selected

Concessionaire, such that Candidates are able to rely on the Illustrative

Design Solutions with confidence but without constraining Candidates' ability

to be innovative where they wish to do so. However, Candidates are not

required to utilise the Illustrative Design Solutions if they prefer to develop

their own design solutions.

3.10.3A copy of the Design Services Contract entered into by the Authority and

Mott MacDonald Limited (excluding its schedules other than schedules 6 and

8) is available in the Data Room (within the Concession Agreement file). The

form of warranty to be provided by Mott MacDonald to the successful

Concessionaire in respect of the Illustrative Design Solutions is included at

Appendix 9 (Form of Warranty to be provided by Mott MacDonald Limited )

of this ITN. Candidates should note that the warranty encompasses the

services to be delivered under a refined scope of services which will be set out

in schedule 1 to the warranty, and not the original scope of services which

was set out at schedule 1 of the Design Services Contract.

3.10.4Candidates should note in particular clause 24 of the Design Services Contract

which relates to the form of warranty to be provided. The Preferred Bidder

KB/KB/61891/1/UKM/27359957.1 18

will be required at a later stage in the process to confirm to the Authority

whether it wishes the Authority to choose the option set out in clause 24.1.1

of the Design Services Contract or the option set out in clause 24.1.2.

3.11 The Authority's Team

The Authority has a dedicated and experienced Project team, comprising officers of

the Authority and external advisors, many of whom have been involved since the

inception of NET Line One.

The Authority's external advisors for the Project are:

Financial: PricewaterhouseCoopers LLP

Project Management: Turner & Townsend

Engineering: Mott MacDonald

Legal: DLA Piper UK LLP

Insurance: Heath Lambert

Transport and Economic Appraisal: MVA Consultancy

Procurement & Commercial Advice: Partnerships UK

Land and Property: Bruton Knowles

KB/KB/61891/1/UKM/27359957.1 19

4. PROCUREMENT TIMETABLE AND INSTRUCTIONS TO CANDIDATES

4.1 Indicative Process and Timetable

The Authority currently expects to complete the procurement process in accordance with the

indicative timetable set out below. The Authority reserves the right to change any of these

dates and/or the structure of the procurement process at any time. If Candidates wish to have

further meetings or discussions with the Authority in addition to those set out below, each

Candidate will be given equal opportunity to do so.

Date Task

09 Dec 2009 Candidate sessions– Data Room & Illustrative Design Solution

overview

W/c 18 Jan 2010 Initial individual Candidate discussion days-enabling Candidates to

discuss their proposals with the Authority. At least one week prior to

the relevant Candidate discussion day, Candidates will be expected to

submit a summary of the key technical, financial, commercial and legal

issues to be discussed

W/c 8 March

2010

Further individual Candidate discussion days

W/c 12 April

2010

Final individual Candidate discussion days

12 noon GMT+1

on 22 April 2010

Final date for clarifications to allow timely responses prior to Tender

Return Date and final date for Candidates to notify Authority of

number of Tenders to be submitted (see section 5.4.3 (Tender Structure

and Format))

12 noon GMT+1

on 06 May 2010

Tender Return Date

2nd

and 3rd

Quarter 2010

Clarification and negotiation with Candidates

3rd

Quarter 2010 Invitation to submit BAFO issued (if required)

4th

Quarter 2010 BAFO received (if required)

1st

Quarter 2011 Preferred bidder selected

3rd

Quarter 2011 Contract Award

KB/KB/61891/1/UKM/27359957.1 20

4.2 Tender Conditions

4.2.1 Guidance and Compliance

4.2.2 In order to ensure transparency, fairness and efficiency, the Authority strictly

requires Candidates to adhere to the requirements set out in this ITN.

Any Candidate which the Authority believes is or may be in breach of the

tender conditions specified in respect of this procurement process or which

has behaved in a manner which, in the Authority's judgment, has or is likely

to adversely affect the Authority's responsibility to manage the procurement

in accordance with EU and UK public procurement law,may be excluded

without recompense from further participation in this procurement. Any such

exclusion shall be without prejudice to any other rights or remedies which the

Authority might have as a result of such breach or conduct. Candidates are

under ageneral duty to inform the Authority should they have reason to

believe that they may have breached any of the tender conditions expressed in

this ITN.

4.2.3 Project Information

Except for the warranties detailed in section 3.10(Illustrative Design

Solutions) of this ITN which are to be provided to the Concessionaire by Mott

MacDonald Limited in respect of the Illustrative Design Solutions:

4.2.3.1the Authority and its advisors give no warranty in respect of the

accuracy, permanence or completeness of any document, drawing or

other information provided by or on the Authority's behalf in

connection with the Project, including but not limited to information

provided as part of or with this ITN (including the results of any

surveys provided toCandidates), any information made available

from time to time in the Data Room or any additional information

which has been or which may otherwise be provided;

4.2.3.2reliance on or use of any such information is entirely at the risk of the

Candidate using the information and Candidates are expected to

exercise their own due diligence in this respect; and

4.2.3.3save in the case of fraud, under no circumstances will the Authority,

any of its officers, members, employees or advisors be liable for or

accept any responsibility for any cost, expense or liability incurred by

any party relying upon or using any such information.

4.2.4 Confidentiality and Freedom of Information

The Data Room Information, the information contained in this ITN, all

associated documentation and any additional information provided by or on

behalf of the Authority from time to time (including by its officers, members,

employees and advisors) must not be used, copied, disclosed or disseminated

for any purpose and Candidates are required to keep all information

(including their participation in this procurement process) confidential, save

KB/KB/61891/1/UKM/27359957.1 21

to the extent such use, disclosure, copying and/or dissemination is reasonably

required to facilitate the Candidate's participation in this procurement process.

In addition, Candidates are reminded of their continuing obligations under the

confidentiality and intellectual property undertaking previously provided by

them in favour of the Authority and the existing NET Line One

concessionaire consortium. Without prejudice to such obligations, in the event

that:

following the date of its Pre-Qualification Submission, a Candidate

proposes to include a new organisation within its consortium which has

not yet executed and delivered to the Authority a confidentiality and

intellectual property undertaking in the required form; or

a Candidate sets up a new organisation for the purposes of submitting its

Tender, participating in this procurement process or acting as the

Concessionaire in the event that the Candidate is selected,

the Candidate must procure that such organisation executes and delivers a

confidentiality and intellectual property undertaking to the Authority in the

form set out in Appendix 6 (Form of Confidentiality and Intellectual Property

Undertaking) prior to disclosingany information to that organisation in

connection with NET Line One or the Project. Candidates should note that

access to the Data Room will not be provided unless and until such

undertaking is received.

In accordance with the Freedom of Information Act 2000 and/or the

Environmental Information Regulations 2004, the Authority might, upon

valid request, be required to disclose any material, information, data, records,

drawings or other documents provided by Candidates in response to this ITN

or otherwise in relation to the Project. Please note that information marked as

commercially sensitive or confidential by a Candidate should not be taken to

mean that the Authority accepts any duty of confidence by virtue of that

marking.

4.2.5 Anti-Collusion

In order to ensure fairness, transparency, efficiency and effectiveness in the

procurement process, Candidates must not communicate to any person other

than the Authority and the Candidate's professional advisors and members of

its own consortium the amount or approximate amount of their proposed

Tender price or any other aspect of their response to the ITN or discussions

and communications with the Authority. Candidates' Tender prices must not

be determined or adjusted by arrangement or in collusion with any third party

other than members of their own consortium and their professional advisors.

Candidates must not make any such communication or enter into any

collusive arrangement with any third party whether in relation to the

Candidate's own Tender or a Tender submitted (or to be submitted) by such

third party.

KB/KB/61891/1/UKM/27359957.1 22

As specified in section 15.6 (Legal Submission Requirements), Candidates are

required to submit a duly executed Tender Form in the form set out in

Appendix 3 as part of their Tender(s).

4.2.6 Revisions by the Authority of this ITN and Associated Documents

TheAuthority reserves the right to make revisions to this ITN and any

associated documents at any time. No additional time in relation to

submission deadlines will be granted followingnotification of any such

revision, unless the Candidates are expressly notified of any such extension

by the Authority.

4.2.7 Disqualification

Without prejudice to the above, Candidates should note that:

4.2.7.1any breach of the requirements of this ITN or procurement law;

4.2.7.2any breach of the requirements of the Tender Form which is to be

provided as part of a Candidate's Tender(s);

4.2.7.3the commission of any offence under:

(a) the Prevention of Corruption Acts 1889 to 1916;

(b) section 117 of the Local Government Act 1972;

(c) any other legislation creating offences in respect of fraudulent

acts; or

(d) any common law relating to fraud; or

4.2.7.4the giving of, or offering to give, any fee, reward or other

consideration of any kind as an inducement for doing or not doing

any act (or for showing or not showing favour or disfavour) to any

person in connection with this procurement process,

shall entitle the Authority to disqualify the relevant Candidate(s).

4.2.8 Costs

The Authority (including its officers, members, employees and advisors) shall

not under any circumstances, be liable for any costs incurred by Candidates in

relation to their participation in this procurement.

4.3 Contract Award and Changes to the Procurement Process

The Authority reserves the right:

4.3.1 not to award any contract as a result of the procurement process;

KB/KB/61891/1/UKM/27359957.1 23

4.3.2 to make whatever changes it might see fit to the content, process, timing

and/or structure of the procurement process;

4.3.3 to delay, discontinue, suspend, abandon and/or recommence the procurement

process at any stage;

4.3.4 to either treat as valid or disregard any Tender or other submission which is

not received by the Tender Return Date or which otherwise does not comply

with the requirements of this ITN;

4.3.5 to award one or more contract(s) in respect of all or part only of the

requirements covered by this procurement; and/or

4.3.6 to procure the whole or any part of the Project by any other means it sees fit

(including by way of a new procurement process).

4.4 Publicity

Candidates shall note that, save as provided for in section 6.3 (Query Procedure) and

this section 4.4, the Authority shall have the right to publicise, or otherwise disclose,

to any third party, information regarding the Project, the nomination of Candidates

(including details of their respective members, representatives, advisors, consultants,

contractors, servants and/or agents), the Preferred Bidder, the tender process or the

award of the Concession Agreement, including details of the payment mechanism

profile, at any time.

Candidates shall not undertake (or permit to be undertaken) any publicity activity in

relation to the Project or their participation in this procurement process at any time

without the prior written approval of the Authority and are reminded of their

obligations and restrictions in this regard as set out in sections 4.2.4 (Confidentiality

and Freedom of Information) and 6.1.11 (Data Room Protocol) of this ITN (including

pursuant to the undertakings in favour of the Authority and inter alia the existing NET

Line One concessionaire consortium referred to therein). Failure to obtain the

Authority's prior approval in respect of such publicity may result in curtailment of the

Candidate's further participation inthe procurement process. Where the Authority

gives its approval to the making of any statement or disclosure by a Candidate (or any

other publicity activity) it shall be the Candidate's responsibility to ensure that such

statement, disclosure or other publicity does not materially depart from the form and

content approved by the Authority.

4.5 Discrepancies Between Documents

This ITN and accompanying documentation expands upon the information provided

previously to Candidates, including information provided within or accompanying the

Pre–Qualification Questionnaire, any information provided by the Authority at any

open day, any information made available in the Data Room prior to the issue of this

ITN and any information relating to the Project that the Candidate otherwise had

access to prior to the date of this ITN. To the extent that there is any conflict or

discrepancy or ambiguity between this ITN (including accompanying documentation)

and any such information, this ITN (or accompanying documentation) will prevail.

KB/KB/61891/1/UKM/27359957.1 24

KB/KB/61891/1/UKM/27359957.1 25

5. TENDER CONDITIONS AND REQUIREMENTS

5.1 Submission of Tenders

It is the responsibility of individual Candidates to ensure that their Tenders are with

the Authority by the specified date and time.

Candidates must send Tenders by hand or courier such that Tenders are received at the

address specified below by 12:00 noon GMT +1 on 6 May 2010 (or such later date

as may be advised by the Authority from time to time). Tenders must be delivered in a

sealed box or boxes marked "NET Phase Two - ITN Submission." The outside of the

box(es) must not bear any distinguishing mark that indicates the identity of the

Candidate.

Each Candidate must obtain a signed receipt acknowledging delivery of its Tender.

The Authority's record of time and date of delivery shall be conclusive. The Authority

reserves the right to either treat as valid or disregard any Tender not received by the

required date and time or which otherwise does not comply with the requirements of

this ITN. Any documentation or data (intended to form part of an incomplete Tender)

which is received by the Authority after the deadline shall be accorded such weight

during evaluation as the Authority may, in its absolute discretion, determine.

Tenders must be delivered to the following address:

NET Project Office

4th Floor

Lawrence House

Talbot Street

Nottingham

NG1 5NT

UK

For the attention of: Kevin Macdonald

5.2 General

Tenders must be prepared and submitted in accordance with the Tender conditions set

out in this ITN. It is up to individual Candidates to ensure that they fully understand

the Tender conditions. Where a Candidate does not fully understand these Tender

conditions, the query procedure set out in section6.3(Query Procedure) should be

utilised.

Where a Tender fails to comply in any respect with the Tender conditions, the

Authority may in its absolute discretion (and to the extent permitted by procurement

law):

exclude that Tender from the procurement process;

KB/KB/61891/1/UKM/27359957.1 26

seek supplemental information and/or clarification from the Candidate in

respect of the relevant Tender(s);

negotiate amendments and/or changes to the relevant Tender(s) with the

Candidate; and/or

clarify, supplement, amend and/or waive a Tender condition.

In the event that there is any material change to any of the information provided by a

Candidate in its Pre-Qualification Submission, such that the information is no longer

true and accurate, the Candidate must immediately notify the Authority. This will

include notifying the Authority in advance and obtaining the Authority's approval of

all changes affecting the identity of the Candidate (including, where the Candidate

comprises a consortium, the identity of any member of that consortium) the

shareholders, the shareholdings of such shareholders and/or the identity ofthe

proposed Concessionaire named in the Pre-Qualification Submission.

Failure to provide such notification may result in the Candidate being excluded from

the procurement process. In the event of any such change, the Authority reserves the

right to re-evaluate the Candidate's Pre-Qualification Submission (updated to reflect

the relevant change). This may result in the Candidate being precluded from further

participation in this process in the event that such re-evaluation indicates that the

Candidate wouldnot have been shortlisted had the new information been included

within the original Pre-Qualification Submission.

5.3 Tender Requirements and Number of Tenders

All Tenders must be capable of evaluation and include all the information required in

this ITN,in the form specified (if any). Candidates are referred in particular to

sections13,14and15which respectively set out the technical, financial &

commercial and legal information required to be included in Tenders. A checklist

summarising these requirements is provided at Appendix 4 (Checklist of information

required from Candidates). Candidates should note, however, that the checklist is

provided for guidance onlyand it is the responsibility of Candidates to ensure that

their Tenders meet all of the requirements set out in this ITN.

Candidates may submit as many Tenders as they wish, provided that:

5.3.1 Candidates have first discussed the key technical, financial, commercial and

legal features of each Tender with the Authority; and

5.3.2 Candidates can demonstrate that each Tender would, if selected by the

Authority:

5.3.2.1deliver a project that is within the scope contemplated by the OJEU

Notice and the Order;

5.3.2.2meet the Authority'sobjectives and requirements as set out in

paragraphs 2.1 (Scheme Objectives) and 2.2 (Key Authority

Requirements) of the Concession Specification; and

KB/KB/61891/1/UKM/27359957.1 27

5.3.2.3ensure compliance by the Concessionaire and its subcontractors with

all applicable law.

5.4 Tender Structure and Format

5.4.1 For each Tender submitted, Candidates must provide:

a)1 loose unbound paper copy marked "Master Copy";

b)2 bound paper copies; and

c)6 electronic copies (on separate CD ROMs or USB memory sticks fully

indexed, searchable and compatible with the Authority’s I.T. systems

which utilise the Microsoft Office 2003 suite of programs).

5.4.2 A clean version of each mark up of the Concession Agreement (including its

schedules and appendices), the Direct Agreement, the Design and

Construction Sub-Contractor's Collateral Agreement and the Operating Sub-

Contractor's Collateral Agreement must be provided in Microsoft Word 2003,

together with a deltaview or track changed version which clearly shows the

changes made to the draft issued by the Authority with this ITN. Further

information in respect of the requirement to provide a mark up is given at

section 15 (Legal Submission Requirements).

5.4.3 Candidates must inform the Authority of the number of Tenders that they

intend to submit on or before the relevant date identified in the table at section

4.1 (Indicative Process and Timetable) of this ITN. Candidates are required

to nominate one of their Tenders as forming their base Tender ("Base

Tender"). When notifying the Authority of the number of Tenders to be

submitted, Candidates must summarise how each other Tender will differ

from that Base Tender.

5.4.4 The Authority intends to allocate a unique Tender identification number to

each Tender notified to it in accordance with section 5.4.3 and to provide this

to each Candidate. Each Tender must be clearly marked with the relevant

unique Tender identification number as advised by the Authority.

5.4.5 Further, each volume of each Tender must be filed in a separate folder with its

contents clearly marked on the outside as follows: Candidate name, Tender

identification number, volume letter and copy number e.g. Volume A, copy 1

of 2. Each page of each folder must be numbered clearly and sequentially.

5.4.6 Candidates must provide a full index with their submission listing the contents

of each box as follows: package number, Tender identification number and

brief description of each Tender (e.g "Tender 2-Alternative Financial

Proposals"), copy number, volume letter, folder number and the contents of

each folder, including the page numbers of each folder.

5.5 English Translations

KB/KB/61891/1/UKM/27359957.1 28

All Tenders, supporting documents and correspondence must be in English. In

circumstances where an original document whichis to form part of the Tender

submission or correspondence with the Authority is not in the English language the

Candidate must provide an accurate English translation together with a copy of the

document in the original language.

KB/KB/61891/1/UKM/27359957.1 29

6. INFORMATION AND COMMUNICATION

6.1 Data Room

6.1.1 The Authority has set up an electronic dataroom (the "Data Room") in which

a range of documents relating to the Project will be available for inspection.

Instructions as to how to use the Data Room are provided at Appendix 15

(Procurement Data Room Procedure).

6.1.2 The Data Room can be accessed at:www.e-box.net. E-box is a web based

application which utilises a Sun Java or Microsoft Virtual Machine (Java)

interface.

6.1.3 This site is secured and access to the site is by username and password. Users

of the website will require internet access and a reasonable internet

connection e.g. sufficient broadband speed to ensure documents can be

downloaded in a timely manner.

6.1.4 The Authorised Representative of each Candidate has already been advised of

their username and password for the website. The Authorised Representative

can request to have additional logins created for members of their team by

contacting Kevin MacDonald [email protected].

All logins, including the Authorised Representative’s, will be charged by E-

box at £20 per user per month. The fee will be by direct arrangement with E-

box and the costs will be non-refundable from the Authority.

6.1.5 Candidates should note that all files and documents stored within the Data

Room will be in electronic format, including drawings. There will not be a

separate physical data room containing hard copies.

6.1.6 The Data Room will include an index ofall information contained therein

(“Data Room Information”). A copy of this index is available in Appendix 7

(Data Room Index). The Authority reserves the right to supplement, withdraw

and/or amend this Data Room Information at any time. Each Candidate will

be advised of any such changes via e-mail to its Authorised Representative.

6.1.7 As identified in section 4.1 (Indicative Process and Timetable), the Authority

will hold Candidate sessions on 9 December 2009 in order to provide an

overview of the Data Room, demonstrating how information can be accessed

and the manner in which the information has been filed.

6.1.8 Whilst Appendix 7 (Data Room Index) provides a full index of all documents

contained within the Data Room, the following table provides a contents list

of how the information has been filed:

LINE ONE

Handover Documentation

As Built Survey Drawings

KB/KB/61891/1/UKM/27359957.1 30

Health & Safety File Documents

Quality Records

Hazard Logs & Certificates

Asset Information

Line One Asset Information & Condition

Line One Structure Assessment

Infrastructure

Vehicles

Operations & Maintenance Information

Business Operation Information

Line One Contract Documentation

PHASE TWO

TWAO Submission

Stakeholders

Agreements, Undertakings & Commitments

Policies & Supplemental Information

Land

Line One

Phase Two

Scheme Development

Scheme Management

Scheme Configuration

Safety

Value, Risk & Opportunity

Consents

Environment

Technical Development

Surveys & Data Acquisition

Illustrative Design Solution

Legal & Commercial

Procurement

Concession Agreement

Business Case

KB/KB/61891/1/UKM/27359957.1 31

6.1.9 Data Room Information

Candidates shall notify the Authority of any ambiguity or discrepancy in the

Data Room Information.

Without prejudice to the generality of section 4.2.3 (Project Information) or to

the warranty to be provided to the Concessionaire by Mott MacDonald

Limited in respect of the Illustrative Design Solutions, Candidates should note

that the Authority (including its officers, employees, consultants and advisors)

accepts no liability or responsibility whatsoever or howsoever arising in

respect of any Data Room Information or for any failure to disclose or to

make available to Candidates any information, documents or data relating to

the Project. In addition, the Authority accepts no liability or responsibility

whatsoever or howsoever arising for keeping the Data Room up to date, or for

informing Candidates of any inaccuracy, error, omission, unfitness for

purpose, defect or inadequacy in the Data Room Information. Reliance by a

Candidate upon the Data Room Information in the preparation of its Tender(s)

is entirely at that Candidate's own risk.

6.1.10Data Room Technical Issues

Should Candidates encounter any technical difficulties with access to the Data

Room they should contact Kevin MacDonald (NET Phase Two Project

Manager) by email at [email protected].

6.1.11Data Room Protocol

Candidates' use of and access to the Data Room is subject to the following

terms:

a)each Candidate's access to the Data Room is subject to the consent of the

Authority. The Authority reserves the right to withdraw this consent at

any time;

b)Candidates must comply with all reasonable security regulations and

administrative procedures which the Authority may notify to Candidates

from time to time; and

c)any further information required by Candidates must be requested through

the query procedure set out in section 6.3 (Query Procedure) below.

6.2 Arrangements for Inspection of NET Line One

Candidates wishing to carry out site visits to inspect NET Line One infrastructure

must email Kevin MacDonald at [email protected] and the

subject matter of the email must stipulate "NET Phase Two: Site Visit Request". The

Authority will endeavour to arrange site access at a mutually convenient time. It is

KB/KB/61891/1/UKM/27359957.1 32

envisaged that Candidates will require no more than 3 visits per Candidate. Any

queries raised as a result of a site visit will be treated as a clarification and will be

dealt with in accordance with section 6.3 (Query Procedure) below. Candidates will

be required to comply with such health and safety and site rules as may be notified to

them from time to time by or on behalf of the Authority and/or Arrow Light Rail

Limited.

6.3 Query Procedure

6.3.1 It is the responsibility of each Candidate to ensure that it fully understands the

requirements set out in this ITN. Candidates may submit queries and/or

requests for clarification or further information electronically, via the query

form ("Query Form") contained in the Data Room. The Query Form must be

completed by the Authorised Representative of the Candidate and saved

within a designated file in the Data Room where the NET project

management team will be alerted to it and respond accordingly. An overview

of the query procedure will be provided on 9 December 2009 and is outlined

in Appendix 15 (Procurement Data Room Procedure).

6.3.2 All requests for further information or clarification must be made by

Candidates by the date specified in the timetable in section4.1(Indicative

Process and Timetable). The Authority may at its discretion reply to queries

received after that date. The Authority will endeavour to respond to all

reasonable queries/requests which are submitted via the Query Form in the

Data Room and which are received before the relevant closing date but does

not undertake to respond to all queries/requests received. Subject to the

provisions set out in the remainder of this section 6.3, each query/request and

the Authority's response will, where appropriate, be released to all Candidates

by means of a regular circular which will be included in the Data Room. The

identity of Candidates raising individual queries will not be disclosed.

6.3.3 If a Candidate believes a query/request and/or the Authority's response relates

to a confidential or commercially sensitive aspect of its Tender it must mark

the Query Form as "Confidential" and clearly state the reason why it considers

it to be confidential or commercially sensitive.

6.3.4 If the Authority, at its discretion, is satisfied that the query/request and/or its

response should be properly regarded as confidential or commercially

sensitive, the nature and content of the query/request and its response shall be

kept confidential (subject to the requirements of any Law, any disclosure

required by the Department for Transport or similar organisation or any other

applicable requirements).

6.3.5 If the Authority is of the opinion that it would be inappropriate to answer the

query/request on a confidential basis it will notify the Candidate and require

the Candidate to either withdraw the query or to confirm that the Authority

may disclose the query/request and its response to the other Candidates.

6.3.6 If the Candidate does not withdraw the query/request or provide such

confirmation within 3 Business Days of being requested to do so, the

KB/KB/61891/1/UKM/27359957.1 33

Authority may include the query/request and its response to all Candidates in

the relevant circular. As noted above, the identity of Candidates raising

individual queries will not be disclosed in the circular.

6.3.7 Each circular will also set out any clarifications, amendments to this ITN and

any additional information that may assist Candidates in preparing their

Tenders. Each circular will be identified by a consecutive number. Candidates

will receive an electronic notification when a new circular is added to the

Data Room.

6.3.8 The Authority reserves the right to issue supplementary circulars at any time

during the Tender Period.

6.3.9 In addition to the circulars referred to above, the Authority intends to issue

separate responses to the relevant Candidate as required detailing any

responses to queries and/or requests which, in each case, the Authority

considers to be confidential or commercially sensitive as referred to above.

6.4 Amendments to or Clarification of ITN

If, as a result of:

6.4.1 any queries or requests for further information or clarification;

6.4.2 any discussions or other communication between the Authority and a

Candidate;

6.4.3 developments in the Project, the market, PFI guidance and/or law; or

6.4.4 any other reason,

the Authority is of the opinion that a clarification of and/or amendment to this ITN or

any other document is appropriate, then the Authority shall be entitled to make any

such clarification and/or amendment at any time during the Tender Period. The

Authority will endeavour to do so in reasonably sufficient time to enable Candidates

to have due regard to such clarification and/or amendment in their Tenders.

6.5 Supplemental Information

Following the release of this ITN and accompanying documentation, the Authority

envisages issuing further supplemental information in relation to the Project via the

Data Room on a phased basis. The Authority currently envisagesissuing such

information on or around the following dates, but this may be subject to change at the

Authority's discretion:

Title Reference Description Indicative Date

Illustrative Design

Solution Phase Scheme

Configuration Report

TBC A report outlining the Scheme

Configuration at the end of the

Illustrative Design Solution phase

Mid Jan 2010

KB/KB/61891/1/UKM/27359957.1 34


Illustrative Design

Solution Phase

Verification and

Validation Report

TBC A report summarising V&V completed

for the Illustrative Design Solution

phase. Note: Design Commentary

reports as supplied with the ITN contain

the majority of V&V for each section of

the route.

Mid Jan 2010

Illustrative Design

Solution Phase Case For

Safety

241592/SM4/

REP/002

A report setting out the current status of

safety justification andverification post

the Illustrative Design Solution phase,

including the hazard log.

Mid Dec 2009

Illustrative Design

Solution Phase Road

Safety Audit

241592/130/R

EP/010

A report outlining the findings of the

road safety audit completed on the

IllustrativeDesign, including designer's

response.

Mid Jan 2010

Final EMC Summary

Note for QMC

241592/930/R

EP/019

A summary report outlining the current

status of findings from WP17 completed

by Mott MacDonald during the

Illustrative Design Solution phase

Mid Dec 2009

Illustrative Design

Solution Phase Final

Risk Report

TBC A report summarising the project risks

identified and managed during the

requirements definition and Illustrative

Design Solution phases by Mott

MacDonald

Mid Jan 2010

Bardills Roundabout

/Toton P&R Paramics

Model report

241592/120/R

EP/009

Modelling report for Bardills

roundabout

Mid Feb 2010

Nottingham Station

Bridge Design Certificate

and CAT III Check

Certificate

TBC Mott MacDonald design certificate. Cass

Hayward CAT III check.

April 2010

Station Street Bridge

design and check

certificate

TBC Mott MacDonald design and check

certificate.

Mid Jan 2010

Location Specific Utility

Diversion Commentary

241592/190/R

EP/004

A summary of the development of the

C4 detailed estimates for each

Illustrative Design Solution area.

Mid Jan 2010

A52 Clifton Boulevard

Bridge AIP (Form A)

241592/000/R

EP/006

AIP being revised to incorporate further

details on the traffic management

arrangements required during

Mid Jan 2010

KB/KB/61891/1/UKM/27359957.1 35


construction.

Consents Procedure and

Protocols

Various A procedure developed by the Authority

for obtaining consents.

A series of protocols sitting below the

procedure to set out the individual

consents processes with key approval

bodies. This is currently being updated

to reflect lessons learnt from Illustrative

Design Solution phase.

Mid Jan 2010

Consents matrix and

register

A matrix of consents required for NET

Phase Two, with a register outlining

those obtained by Mott MacDonald and

their status during the Illustrative Design

Solution phase.

Mid Jan 2010 to

reflect consents

whose

documentation

is to be

provided in Jan

and Feb 2010

(see row below)

Consent Documentation Formal documentation of consents

obtained during the Illustrative Design

Solution phase as listed in the matrix

and register referred to above.

To be released

in batches;

Mid Jan 2010,

Mid Feb 2010

Final Authority's

Comments

TBC The Authority's review comments on

specific documentation to be produced

under the Design Services Contract

Mid Jan 2010

6.6 Communications and Queries

Unless otherwise indicated, all communications by Candidates must be sent

electronically via the Data Room. In certain circumstances where Candidates have

express approval in advance from the Authority to do so, Candidates may be

permitted to submit queries and/or requests in writing (including email) and addressed

to:

NET Project Office

4th

Floor

Lawrence House

Talbot Street

Nottingham

KB/KB/61891/1/UKM/27359957.1 36

NG1 5NT

UK

For the attention of: Kevin MacDonald

Email: [email protected]

Any such communication must state clearly that it relates to NET Phase Two.

KB/KB/61891/1/UKM/27359957.1 37

7. LAND

7.1 Land Strategy

7.1.1 Pursuant to clause 8 (Property and Compensation Matters) of the Concession

Agreement, the Authority will provide a licence to the Concessionaire of that

land required for the purposes of operating and maintaining NET Line One.

7.1.2 In relation to land required for the purposes of NET Phase Two, a land

acquisition strategy has been devised through which there is a distribution of

responsibility between the Authority and the Concessionaire in relation to

land acquisition and dealings with land owners and occupiers affected. The

Authority's strategy is designed to achieve the best priced overall scheme cost

solution for the Project, factoring in both the pricing implications of the

Project and the Authority's retained land compensation and cost liabilities.

7.2 Land Information

7.2.1 The following information relating to land is available to Candidates in the

Data Room:

7.2.1.1A copy of the Order (filed in the Data Room under “The Nottingham

Express Transit System Order 2009”);

7.2.1.2A copy of the NET Phase Two “Works and Land Plans and

Sections”;

7.2.1.3A copy of the NET Phase Two Book of Reference dated 28 January

2008;

7.2.1.4A copy of all third party undertakings and agreements entered into by

the Authority in relation to NET Line One and NET Phase Two (filed

in the Data Room under “Agreements, Undertakings and

Commitments”); and

7.2.1.5A copy of the “NET Line One: Land Plan Schedule”.

7.2.2 The Order gives the Authority the power to acquire and use specified land for

the purposes of the Project. The Authority is to retain responsibility for

exercising the land acquisition powers of the Order to make available all land

to the Concessionaire for the construction and/or operation of the Project. The

terms on which land is to be made available are set out in clause 8 and

schedule 2 of the Concession Agreement and are summarised in Appendix 11

(Concession Agreement: Summary of Key Issues) of this ITN.

7.2.3 The Works and Land Plans and Sections referred to in section 7.2.1 were part

of the Order application and these form the basis from which Candidates can

identify the land for NET Phase Two. The owners, lessees and occupiers (as

at 28th

January 2008) for each plot of land on the Works and Land Plans are

identified in the NET Phase Two Book of Reference. Some land identified on

the Works and Land Plans and Sections will either be unavailable or have

KB/KB/61891/1/UKM/27359957.1 38

certain restrictions imposed on it and these land constraints are identified in

the NET Phase Two Land Schedule (see section 7.3 below).

7.2.4 The "NET Line One: Land Plan Schedule" identifies the NET Line One

operational land. The schedule has been developed from the NET Line One

concession plans, and provides details on which plots have been acquired and

references the acquisition details. The plans produced by the existing

concessionaire following the construction of NET Line One are also

referenced in the schedule and these identify where actual landtake differed

from the concession plans.

7.2.5 Theland plans which accompanied the Greater Nottingham Light Rapid

Transit Act 1994, together with the NET Line One concession plans and the

plans produced by the existing concessionaire are all included in the Data

Room.

7.3 NET Phase Two Land Schedule

7.3.1 The draft Land Schedule for NET Phase Two is set out at schedule 2 of the

Concession Agreement and identifies all land parcels within the NET Phase

Two Book of Reference. The schedule identifies:

7.3.1.1those land parcels that are to be made available for NET Phase Two

(defined in the Concession Agreement as "Available Land");

7.3.1.2those parcels of land that the Concessionaire will not be entitled to

use and which will therefore not be made available (noted as

"Excluded Land");

7.3.1.3those parcels of land that will become severed by NET Phase Two

and which will neither be retained by the current landowner nor

required by the Concessionaire for operational purposes. The

Concessionaire shall maintain such land unless otherwise agreed by

the Authority (noted as "Severed Land"). The Authority currently

envisages the Severed Land comprising that land identified as such in

column 7 of the draft Land Schedule, although this will not be

finalised until the Concessionaire has confirmed its land take

proposals; and

7.3.1.4those parcels of land that are categorised as "Entry Date Sensitive

Sites" "Compensation Sensitive Land" and "Release Land".

7.3.2 Some of the Available Land identified in the Land Schedule may only be used

temporarily and must be returned to the Authority on an agreed date. This is

either specified as being "Temp" in column 1 of the Land Schedule or as

"Release Land" in column 7 of the Land Schedule. All such land, together

with any other Available Land which the Concessionaire only requires

temporarily, will form "Hand Back Land" for the purposes of the Concession

Agreement.

KB/KB/61891/1/UKM/27359957.1 39

7.3.3 "Entry Date Sensitive Sites" are where the Authority's liabilities could

increase significantly if occupiers are not given sufficient time to relocate or

otherwise deal with displacement in a manner that mitigates the compensation

liabilities that arise, especially with commercial property where the occupier

will be displaced and suffer disturbance.

7.3.4 "Compensation Sensitive Sites" are parcels of land which will be occupied

temporarily by the Concessionaire, where the duration of the Concessionaire’s

occupation will have a direct bearing on the land compensation liability. It

will not be in the Authority's interests for the Concessionaire to unnecessarily

dwell or prolong its occupation of such sites and compensation will be

influenced by the geographical extent of the Concessionaire’s occupation.

Appendix 2 groups the key "Compensation Sensitive Sites" by reference to

geographical location. Candidates are required to submit specific strategies in

respect of each group of land and their land requirements as detailed in

section 13 (TSR refs T.Imp4 (Land Strategy) and T.Imp5 (Available Land)).

Note that Appendix 2 does not list the full extent of the Compensation

Sensitive Sites - the complete list is included in the draft Land Schedule.

7.3.5 "Release Land" is land that is to be permanently acquired by the Authority but

which the Authority requires to be returned to it, and which is not available

for operation of the Network. The Concessionaire willbe obliged to design

and construct the Project in a manner that does not result in any post

construction restriction on the Release Land.

7.3.6 At a later stage of the procurement process, Candidates will be required to

complete the draft Land Schedule by:

7.3.6.1specifying the parcels of land that they require from those parcels

comprising Available Land (which land will become "Notified Land"

for the purposes of the Concession Agreement); and

7.3.6.2populating various columns within the draft Land Schedule with the

nature of interest required (column 4), the required entry date (column

5) and for those land parcels only required temporarily the anticipated

exit date (column 6).

7.3.7 Once the contents of the Land Schedule is finalised and agreed, it is intended

that a definitive Land Plan for the Project will be produced.

KB/KB/61891/1/UKM/27359957.1 40

8. UTILITY SERVICE DIVERSIONS

8.1 The Authority intends to delegate to the Concessionaire the responsibility, including

the costs and programme, for the protection and/or diversion of statutory utility

services, including any private services, otherwise referred to in the Concession

Agreement as Conducting Media.

8.2 The Authority has commissioned C4 detailed estimates for the protection and/or

diversion of statutory utility services that may be affected by the construction of NET

Phase Two in accordance with the New Roads and Street Works Act 1991. These are

based upon the plan of the routes identified on the technical development drawings

submitted with the Order application (filed under “TWAO Submission” in the Data

Room). Through the course of producing the Illustrative Design Solutions, changes

and development to that alignment of the routes have been used to inform the C4

detailed estimates, which have been developed in parallel with the development of the

Illustrative Design Solutions. The following series of reports (contained in the Data

Room) present the C4 detailed estimates and a commentary on how they were

developed by the utility companies:

8.2.1 Generic System Wide Utility Diversion Commentary;

8.2.2 Location Specific Utility Diversion Commentary; and

8.2.3 Utility Survey Completion Report.

8.3 In each case, the level of the design that the C4 has been based upon is clearly

identified within the Location Specific Utility Diversion Commentary and the process

for the development of the C4s is detailed within the Generic System Wide Utility

Diversion Commentary, both of which are available in the Data Room.

8.4 At the time of issue of this ITN, the C4 detailed estimates have been received from the

known affected statutory undertakerswith the exception of BT Openreach for the

Beeston extension. Cost estimates and plans for private services belonging to the

University of Nottingham and Nations Healthcare also remain outstanding. The final

C4 estimates are expected by early January 2010. These will be forwarded to the

Candidates and the above reports revised accordingly.

8.5 The Authority has considered the lead times notified by each of the utility owners.

Only 2 Nos. 33kV cables located in Station Street within area B1 have been identified

as requiring diversion in advance of the award of the Concession Agreement. The

Authority will instruct this diversion as identified and programmed in the Generic

System Wide Utility Diversion Commentary, unless it can be confirmed by the

Candidates in response to TSR reference T.Imp6 – Utilities (see section 13 (Technical

Submission Requirements)), that this is not required for their proposals. The

Candidates' response to TSR reference T.Imp.6 must identify any other utility activity

that is considered critical path, may require action immediately upon award of the

Concession Agreement and must either detail how this will be managed by the

Candidate or identify where this requires an action by the Authority in advance of

award of the Concession Agreement.

KB/KB/61891/1/UKM/27359957.1 41

8.6 TheAuthority, with assistance from Mott MacDonald, will continue to collate

information and evaluate the cost and programme of utility diversions. This will

consist of the following activities which will be summarised in a revisedGeneric

System Wide Utility Diversion Commentary to be issued to the Candidates in January

2010:

8.6.1 Completion of the Location Specific Utility Diversion Commentary:

241592/190/REP/004;

8.6.2 Collation of outstanding C4 detailed estimates and private service information

(where available);

8.6.3 Re-issue of General Arrangement Plans (as made available to Candidates in

the Data Room with this ITN) to utility companies for confirmation that their

C4 detailed estimates remain unchanged;

8.6.4 Review of the application of Deferment of the Time for Renewal & Sharing

of Costs of Works;

8.6.5 Review of overheads to confirm they have been correctly applied in line with

Street Works (Recovery of Costs) (England) Regulations 2002.

8.7 It should also be recognised that the Concessionaire will be responsible for other

private services and utilities. Particular attention is drawn to the private services

located in the Queens Medical Centre and University of Nottingham section of the

route. Commentary on these services, their possible diversion and/or protection, are

provided in report 241592/190/REP/004: "Location Specific Utility Diversion

Commentary" and the "Design Commentary for the University and the QMC"

(reference 241592/SM3/COM/006) which are available in the Data Room. Similarly,

private water and sewers can be expected along the route and some (but necessarily

all) have been identified within the Location Specific Utility Diversion Commentary.

KB/KB/61891/1/UKM/27359957.1 42

9. KEY STAKEHOLDERS AND INTERFACES

9.1 There are a number of key stakeholders which the Concessionaire will be required to

liaise with in delivering the Project. A list of these key stakeholders together with a

description of the current status of discussions with these parties is provided at

Appendix 17 (Key Stakeholders).

9.2 Appendix 16 (Key Developments and Project Interfaces) provides a summary of key

developments and interfaces affecting the Project, together with further information in

respect of interfaces with Network Rail.

KB/KB/61891/1/UKM/27359957.1 43

10. PATRONAGE AND REVENUE

10.1 Patronage and Revenue Forecasts

Demand forecasts for NET Line One were developed during the mid to late 1990s by

MVA, based on a series of transport network and choice models, and were adjusted

during the NET Line One tendering processes in discussions with the preferred bidder

and the Department for Transportto generate a consolidated patronage forecast for

NET Line One. The headline demand forecast was approximately 11million

passenger per annum. In 2007/8 demand was estimated to be 10.2million passengers,

although recorded patronage has since fallen, possibly due in part to the current

economic slowdown.

Whilst out-turn demand on NET Line One is slightly lower than the PFI deal forecast

at the time of contract closure, the magnitude of any shortfall in demand is relatively

small. This is considered in brief in documents available in the Data Room filed

under "TWAO Submission" as “Evidence of David Carter Forecasting and Appraisal

Main Proof”.

Patronage and revenue data covering the period since opening of NET Line One is

available in the Data Room filed under "Business Operation Information" as the “Line

One Patronage and Revenue Report”.

The future year patronage and revenue forecasts are based on a series of forecasting

models utilising the Nottingham Multi-Modal Model framework developed during

2001 andcovering the City of Nottingham and surrounding districts of Gedling,

Rushcliffe and Broxtowe. The forecasting methodologies use established techniques

similar to those underpinning the forecasts for NET Line One demand. These models

consider changes in travel demand patterns resulting from demographic changes and

from new or improved transport infrastructure or service provision.

The forecasts for the Project were reported in the Major Scheme Appraisal submitted

to Government in September 2003 (available in the Data Room filed under "Business

Case" as the "Phase Two Major Scheme Appraisal"). These were scrutinised by the

Department for Transport and their consultants during late 2003 and 2004. Over the

time between the submission of the Major Scheme Appraisal, the Skeleton Business

Case in March 2006 and the Outline Business Case of April 2009, refinements to the

demand and revenue forecasts have been made reflecting the relatively minor changes

in scheme specification over the period. The demand forecasts were subject to further

scrutiny during the public inquiry held as part of the Order process in 2007. A

commentary on the robustness of the demand forecasts and performance relative to

existing NET Line One demand is provided in the Data Room filed under "TWAO

Submission" as “Evidence of David Carter Forecasting and Appraisal Main Proof”.

Future year forecast patronage and revenue data, together with supporting and

supplementary information, is available in the Data Room (filed under "Business

Case"as the "Phase Two Patronage and Revenue Forecast Report"). The Authority

expects that Candidates will develop their own ‘market analysis’ based approach to

patronage and revenue forecasting, rather than concentrating on understanding,

operating and relying on the network and demand models that have underpinned the

KB/KB/61891/1/UKM/27359957.1 44

case for Government approvals. As such, the forecasting models will not be provided

in full, although data and assumptions underpinning the models will be available in

the Data Room within the NET Phase Two Patronage and Revenue Forecast Report.

The objective of the Authority here is to ensure that Candidates develop their own

understanding of the market potential in the proposed NET corridors.

Tender requirements in respect of Candidates' demand and revenue forecast are

specified in section 14.12 (Revenue and Patronage Forecasts).

10.2 Access to operational, patronage and revenue models

All Candidates will have an equal opportunity to access data and information,

assumptions and outputs underpinning the patronage and revenue models produced on

behalf of the Authority by MVA, TTK and Mott MacDonald. All Candidates will also

have equal access to MVA, TTK and Mott MacDonald to re-run the existing

operational, patronage and revenueforecast models for the purposes of undertaking

sensitivity analysis. Any Candidate wishing to do so will be required to pay the

resulting consultancy fees. Candidates must make such arrangements via the

Authority and are requested not to approach the Authority's consultants directly in this

respect.Outputs from such analysis will be limited to operational analyses, traffic

flows forecasts, NET and other public transport demand together with other items as

agreed between the Candidate and MVA, TTK or Mott MacDonald as appropriate.

Note that the operational, patronage and revenue forecasting models are not held by

the Authority in any form and have not been made available to the existing NET Line

One concessionaire or bus operators in Nottingham or elsewhere.

10.3 Concessionary Fares

From the outset, one of the key objectives of the Project has been to improve

accessibility for all and NET Phase Two has been developed against a set of project

aims including ‘to increase accessibility and reduce social exclusion and realise

further the investment in NET Line One.’

Statutory legislation relating to concessionary travel only applies to locally registered

bus services. However, councils still have discretionary powers to expand their

schemes to cover othermodes of transport under s93 of the Transport Act 1985 or

using their wellbeing powers. The Authority and Nottinghamshire County Council, in

a similar manner to other tram promoting authorities across the UK, have chosen to

use these powers to include NET Line One in their concessionary fare schemes and

reimbursement payments are made to the existing concessionaire. The Authority's

scheme for NET Line One permits free travel at all times for disabled passengers, and

for OAP’s at all times except 0730–0930 weekdays when full fare applies.

Nottinghamshire County Council's scheme for NET Line One permits free travel for

both disabled and OAP’s except before 0930 and between 1600 – 1800 when a half

fare is charged.

It is understood that Nottinghamshire County Council is undertaking a review of all

discretionary funding following a change of administration earlier this year.

Candidates should assume that the concessionary fare scheme for NET Phase Two

KB/KB/61891/1/UKM/27359957.1 45

will operate under the same conditions as the existing scheme for NET Line One. The

results of Nottinghamshire County Council's review will, when known, be provided to

Candidates.

KB/KB/61891/1/UKM/27359957.1 46

11. EMPLOYMENT, TRAINING AND SUPPLY CHAINS

11.1 One of the Authority's objectives is to improve employment, training and business

opportunities in the City of Nottingham and the wider region through the construction

of NET Phase Two and the operation and maintenance of the expanded Network.

Considerable opportunities will emerge through the Project to improve skills in the

local market, to provide training tailored to the implementation of the Project, and to

utilise the local employment and supplier market. The Authority considers it essential

that maximum benefit is taken locally from these opportunities. Raising employment

and skill levels for local people, providing openings to achieve qualifications and

increased business growth are some of the highest priorities for the Authority

generally.

11.2 As specified in section 13 at TSR T.Gen7 (Sustainability), Candidates are required to

provide proposals setting out how they will ensure that employment and training

opportunities in the design and construction of NET Phase Two and the operation and

maintenance of the expanded Network will be made available to local people, and

how they intend to ensure the delivery of supply chain opportunities to businesses in

the local area.Successful delivery of the strategy will require effective partnership

working between the Concessionaire, the Authority, its partners and outside agencies.

The partners are:

Nottinghamshire Employment and Skills Board;

Greater Nottingham Partnership;

EMDA; and

Derbyshire and Nottinghamshire Chamber of Commerce

The agencies might include:

JobCentre Plus;

Making the Connection;

Learning and Skills Council;

FE Colleges; and

Local agencies promoting education and training opportunities e.g. Positive

Action Training and Recruitment Agency, Nottinghamshire Education

Business Alliance, Construction Action Group for Employers, Childrens

Alternative provision.

11.3 Candidates will be required to commit to work with partners during the procurement

and delivery phases, and will be required to make clear in their proposals the agencies

they will work with and how this will be achieved.

KB/KB/61891/1/UKM/27359957.1 47

11.4 The Authority and its partners will offer support in achieving the strategy proposed by

the successful Candidate by using knowledge of the local markets and local contacts.

The level and type of support that may be available from Preferred Bidder stage and

during the term of the Concession Agreement will be the subject of further discussion

with the Preferred Bidder, but may include:

Providing information on the agencies to be contacted for advertising jobs,

and providing training, and assistance in developing links with the local

providers;

Identifying groups who would benefit from training or work experience

opportunities, e.g. school leavers, under achieving young people,

disadvantaged groups and long term unemployed;

Facilitating ‘meet the buyer’ events;

Providing local supplier information; and/or

Working with the Preferred Bidder to identify suppliers/sub-contractors.

11.5 The Authority intends to undertake activities early in the procurement process (i.e.

prior to appointment of a Preferred Bidder) to raise awareness of the forthcoming

opportunities arising from the Project. Candidates will be required to co-operate with

requests from the Authority during this period which will help facilitate these

activities. These may include:

Participation in ‘meet the buyer’ events;

Assistance in identifying skills training requirements; and/or

Supplying information on the make up of works packages.

KB/KB/61891/1/UKM/27359957.1 48

12. SUSTAINABILITY

12.1 Sustainable development is the core principle underpinning planning, and is about

ensuring a better quality of life for everyone, now and for future generations.

Sustainability involves linking economic, social and environmental factors, and is at

the heart of the Authority's development and transport strategies. The Project can

contribute significantly to these strategies by providinga sustainable transport

infrastructure linking the City centre with Clifton and Chilwell and by building upon

the sustainability achievements of NET Line One.

12.2 Candidateswill need to ensure that their design, implementation, operation and

maintenance of the Project incorporate appropriate and reasonably practicable

measures that support the Authority's sustainability agenda and the implications of the

Authority's energy plan (which can be found in the Data Room filed as “Nottingham

City Energy Strategy” under "Policies & Supplemental Information"). As specified in

section 13 at TSR T.Gen 6 (Sustainability), Candidates must demonstrate that such

measures have been incorporated into their Tenders.

KB/KB/61891/1/UKM/27359957.1 49

13. TECHNICAL SUBMISSION REQUIREMENTS

13.1 Technical Information required in Tenders

13.1.1Introduction

The following outlines the technical tender submission requirements (each a

"TSR").

Candidates must provide responses for each of the TSRs listed in this section,

which will be assessed against the relevant evaluation criteria outlined in

section16(Evaluation Procedure and Criteria). Tenders must provide

reference to each of the TSRs using the referencing system adopted in the

tables below.

Whilst the Authority does not necessarily envisage Candidates' responses to

the TSRs comprising fully developed and finalised proposals at this stage, the

level of detail must be such so as to enable the Authority to clearly identify

and understand the Candidates' proposals. Candidates should be aware that the

successful Candidate’s responses to those TSRs listed in Schedule 20 of the

Concession Agreement will form the basis of the Concessionaire’s Proposals

under the Concession Agreement, taking due account of changes proposed by

the Authority and agreed with the Candidate during the procurement process.

The Concessionaire's Proposals will be contractually binding and any changes

after contract award will be subject to the Review Procedure.

TSR

Ref.

Description Concession

Agreement or

Specification

Paragraph

TSR Requirement

T.Gen1 Scope of Supply 1.1 & 6.0 Candidates are to supply an overview of their scope

of supply including any modification to NET Line

One addressing all the technical series in the TSR's

below.

The Candidate shall provide engineering reports,

documents and drawings as appropriate to outline

their understanding and proposals for the scope of

supply. In order to avoid repetition, reference can

and shall be made to other TSR's where they outline

the scope of supply.

Where the Candidates proposal is to substantially

adopt the design and scope of supply indicated on

plans, drawings, or reports provided in the Data

Room (developed by the Authority's Design Services

Consultant as part of the illustrative design

proposals), the Candidate need not reproduce or

KB/KB/61891/1/UKM/27359957.1 50

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

replicate such material, but may indicate by

reference their intention to adopt it. In doing so the

Candidate shall adopt the design as their own.

Where the Candidate adopts only part of a design

then they shall provide other engineering reports,

documents and drawings as necessary to describe

variations in the scheme.

T.Gen2 Quality

Management

3.2 Provide a Quality Management Plan compliant with

the Concession Specification. The Candidate shall

put particular emphasis on the following:

a) full detail of organisation, leadership and

management arrangements and tier 1 suppliers for

the different (Implementation and Operations)

project phases; and

b) any split in service delivery or maintenance

responsibilities, forexample, key sub contracts for

operations or maintenance; cleaning, renewals,

vehicle maintenance.

T.Gen3 Occupational

Health & Safety

3.3.2 Provide an Occupational Health & Safety plan

compliant with the Concession Specification.

T.Gen4 Railways and

Other Guided

Transport

Systems

(ROGS) (Safety)

Regulations

3.3.2 Provide a Safety Management System, Safety

Verification Scheme and Risk Assessments

compliant with the Concession Specification. The

Candidate shall provide a commentary on the

changes or enhancements to the existing NET Line

One Safety Management System.

T.Gen5 Environmental

Management

3.4 Provide an environmental system and

Environmental Management Plan (EMP) which will

be compliant with the Concession Specification.

T.Gen6 Sustainability 3.5 Provide a proposal for including sustainability

measures and processes into the Project Operations.

Candidates should provide a commentary on how

they propose to incorporate the Authority's energy

plan into the Project Operations.

T.Gen7 Sustainability 3.5 Provide proposals in accordance with Appendix 18

(Targeted Employment and Skills Method Statement)

setting out how:

a) Candidates will make employment and training

KB/KB/61891/1/UKM/27359957.1 51

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

opportunities in the design and construction of NET

Phase Two and the operation and maintenance of the

expanded Network available to local people;

b) Candidates will ensure local business are aware

of, and can seek to secure supply chain

opportunities, particularly arising from the Works;

and

c) Candidates will engage with employment and

economic development agencies particularly during

the procurement and delivery of NET Phase Two.

Candidates should provide examples of the types of

agencies they would work with to develop the

opportunities in a) and b) above.

Candidates should make clear what activities they

will undertake at Preferred Bidder stage in advance

of financial close to prepare for the implementation

of the proposals.

T.Gen8 Marketing &

Communication

3.7 Provide a Marketing & Communication Plan


T.Gen9 Consents 3.8 Provide a Consents Plan compliant with the

Concession Specification.

T.Imp1 Network

Identity and

Design Quality

4.2 & Design

Guide

Provide a proposal on how the quality aspects of the

Design Guide will be incorporated and embedded.

T.Imp2 Implementation

Plan

4.4.1 Provide an Implementation Plan compliant with the

Concession Specification. The Candidate shall put

particular emphasis on the following:

a) implementation of the transition from NET Line

One to the extended Network;

b) approach to minimising the disruption to the local

community and stakeholders; and

c) any innovative phasing to the introduction of the

Services.

T.Imp3 Implementation

Programme

4.4.2 Provide an Implementation Programme compliant

with the requirements of the Concession

Specification.

T.Imp4 Land Strategy 4.1.1.1.5 & CA Provide a methodology setting out:

KB/KB/61891/1/UKM/27359957.1 52

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

(a) the Candidate's approach and proposals to

minimise the extent of land required, including use

of temporary land (referred to as "Hand Back Land"

in the Concession Agreement) and as a result

minimising the Authority's land compensation

liabilities. Particular consideration shall be given to

the land plots set out in Appendix 2 (Key

Compensation Sensitive Sites by Geographical

Area) to the ITN;

(b) the Candidate's approach and proposals to

minimise the imposition of construction activities on

surrounding land and property relative to the

prospect of claims under S10 of the Compulsory

Purchase Act 1965;

(c) details of the areas of land which the Candidate

would propose to use for major or strategic work

sites, together with indicative dates on which the

Candidate would require such use from financial

close; and

(d) a strategic overview of the Candidate's proposed

sequencing of works, sufficient to enable the

Authority to gain an informed understanding of the

proposed sequencing and likely duration of use of

areas of land along the linear route of the Project.

T.Imp5 Available Land CA The Candidate shall confirm that the Available Land

set out in the draft Land Schedule is sufficient to

enable them to perform the Project Operations (as

defined in the Concession Agreement) or, if not,

provide an explanation of the deficiencies.

T.Imp6 Utilities 4.9.4 Provide a methodology and describe the approach to

the design, procurement and implementation of

appropriate protection and/or diversion works to

Conducting Media. Candidates are also referred to

those requirements specified in section8.5of this

ITN.

T.Ops1 Operations plan 5.1.3 Provide an Operations Plan compliant with the

KB/KB/61891/1/UKM/27359957.1 53

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement


T.Ops2 Operational

Modelling

5.1.4 Demonstrate the integrity and robustness of the

proposed operational Timetable. The Candidate

shall provide information on the following:

a) outline track layout, turn back position, service

routing;

b) inputs and any assumptions, including:

i. capacity and loading requirements

ii. perturbations

iii. dwell times

iv. run times

v. junction priorities

vi. operational speeds

vii. shift changes for drivers

viii inclusion of optional Tramstops; i.e.

Broadmarsh

ix traction power requirements; and

c) the Full Operating Timetable and number of

Trams and confirmation that the capacity and

loading requirements of the Concession

Specification are met.

T.Ops3 Passenger

Information

5.1.5 Provide a proposal on how the Concession

Specification requirements for passenger

information will be achieved.

T.Ops4 Network

Security

5.1.6 Provide a Network Security Plan compliant with the


T.Ops5 Fare Collection

& Ticketing

5.1.7 Provide fare collection and ticketing proposals in

compliance with the Concession Specification. The

Candidate shall put particular emphasis on the

following:

a) the range of tickets to be provided;

b) their understanding of ITSO compliance;

c) consideration of emerging payment methods

including contactless payment card and mobile

phone technologies; and

d) a plan to show how they will achieve their

KB/KB/61891/1/UKM/27359957.1 54

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

revenue / patronage forecasts.

T.Ops6 Accessibility &

Interchange

2.2.3 Provide proposals showing how the Services will be

fully accessible to a wide range of potential

passengers and integrated with other modes of

transport.

T.Main1 Asset

Management

5.2.3 Provide proposals for an Asset Management System


T.Main2 Operations and

Maintenance

Plans

5.2.4.1

5.2.5.2

5.2.5.3

5.2.5.4

Provide Operations and Maintenance Plans

compliant with the Concession Specification for the

following:

a) Operational Maintenance (5.2.4.1);

b) Routine Planned Maintenance plan (5.2.5.2);

c) Renewals and Refurbishment plan (5.2.5.3); and

d) Annual Maintenance plan (5.2.5.4).

T.Main3 Tram fleet

maintenance

6.7 Supplementary to other TSR responses in respect of

maintenance and implementation, provide proposals

for:

a) programme for refurbishment of Trams;

b) refurbishment proposals for the existing trams

and NET Phase Two trams, including scope and

programme; and

c) any enhancement or changes to operations

required to accommodate refurbishment.

T.Main4 Concession

Handback

Schedule 24

(Handover

Package) of

Concession

Agreement

Provide a proposal for Concession handback which

is compliant with the Concession Agreement.

T.Tech1 EMC

Management

Plan

6.1.1 Provide an EMC Management Plan compliant with

the Concession Specification. The Candidate shall

put particular emphasis on setting out the proposed

EMC strategy at the following locations:

Nottingham Station; University of Nottingham;

Queen's Medical Centre campus.

T.Tech2 Stray Current

Management

Plan

6.1.2 Provide a Stray Current Management Plan

compliant with the Concession Specification. The

Candidate shall put particular emphasis on the

following:

Network Rail; University of Nottingham; Queen's

KB/KB/61891/1/UKM/27359957.1 55

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

Medical Centre campus.

T.Tech3 Wheel Rail

Interface

6.1.3 Provide proposals for the wheel rail interface


T.Tech4 Noise and

Vibration

6.1.4 Provide noise and vibration proposals compliant

with the Concession Specification. The Candidate

shall put particular emphasis on the following:

a) Trackform at Nottingham University (reference to

other TSR's can be made);

b) Ongoing mitigation of noise and vibration on

Line One with specific reference to known sensitive

receptor, including:

- Royal Centre Concert Hall

- Noel Street diamond

T.Tech5 Ride Quality 6.1.6 Provide ride quality proposals compliant with the


T.Tech6 Structures and

Buildings

6.2.1 Confirm the scope of supply for all structures and

buildings on the Network.

T.Tech7 Structures and

Buildings

6.2.2 Provide proposals compliant with the Concession

Specification for the design and construction of:

a) Nottingham Station Bridge, the Tramstop

(including typical details of furniture and

equipment), Hub interface and approach structures;

b) structures through the QMC, across the A52 and

through Nottingham University including the

Tramstop and link bridges;

c) Wilford Toll Bridge;

d) Lenton Lane Bridge; and

e) Clayton Canal Bridge.

T.Tech8 Track alignment

and layout

6.3.1

6.3.2

6.3.3

6.3.6

Provide proposals compliant with the Concession

Specification. The Candidate shall provide a

proposed methodology and approach to integrating

the design and implementation of the following:

a) Track Alignment (110 Series): horizontal and

vertical alignment of the Network with the

surrounding areas;

b) Traffic (120 Series): traffic management and

regulation measures and the operating principles for

road traffic junctions to afford the appropriate levels

of priority to trams and road traffic;

c) Highways & Street: (130 Series) highway works,

KB/KB/61891/1/UKM/27359957.1 56

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

track and formation, OLE and street lighting, and

co-ordination of street furniture; and

d) Drainage (180 Series): tramway drainage taking

appropriate account of any flood risks.

T.Tech9 Track and

Formation


Specification. The Candidate shall provide details of

the trackform product to be use at each location and

the reasons for such choice (140 Series).

T.Tech10 Lineside

Environment


Specification that demonstrate how the Candidate

shall integrate the tramway alignment and

infrastructure with the surrounding areas, including

the approach to landscaping and application of the

Environmental Statement (160 Series).

T.Tech11 Tramstops

Equipment

6.4 & Annex L Provide a scope of supply for all Tramstops in

compliance with the Concession Specification.

The Candidate shall mark up Annex L of the

Concession Specification where information is

required and also to show any changes proposed.

T.Tech12 Tramstops

Design

6.4 The Candidate shall provide design proposals for on

street and off street Tramstops using Chilwell Road

and Ruddington Lane as the exemplar designs

(including typical details of furniture and

equipment).

T.Tech13 Park & Ride

Sites

6.4 Provide outline design layouts for all new and

modified Park & Rides sites on the Network to

demonstrate how the Candidate meets the

requirements of the Concession Specification.

T.Tech14 Electrification

and Power

6.5 Provide outline proposals in compliance with the



a) number of new and modified substations to be

provided on NET Phase Two;

b) general configuration and layout of OLE,

including it's incorporated into the street

environment; and

c) reference to manufacturers standard details.

T.Tech15 Supervisory,

Control &

Communications

6.6 Provide proposals in compliance with the



a) a system architecture diagram; and

KB/KB/61891/1/UKM/27359957.1 57

TSR

Ref.


Agreement or

Specification

Paragraph

TSR Requirement

b) the extent to which they are going to retain, adapt

or renew the existing equipment.

T.Tech16 Tram Scope 6.7 Provide a scope of supply proposal for NET Phase

Twoand the Line 1 Trams in accordance with the

Concession Specification. Identify any spares and

equipment that form part of the vehicle supply and

which would be included as part of the Network

assets transferred to the Authority at Handback.

T.Tech17 Tram Quality 6.7 Provide a design proposal for NET Phase Two

Trams in accordance with the Concession

Specification.

Provide a commentary on how the Candidate with

manage the Tram Acceptance Protocol process as

outlined in the Concession Specification.

T.Tech18 Depot Proposals 6.8 Provide proposals for the Wilkinson Street Depot,

NET Control Room facility, stabling, other

operational facilities and plant and equipment for the

Network.

Identify non fixed or moveable assets that form part

of the Network assetsthat would be transferred to

the Authority at Handback.

T.Tech19 Fare Collection

Equipment

6.9 Provide proposals for the fare collection systems and

equipment in accordance with the Concession

Specification.

KB/KB/61891/1/UKM/27359957.1 58

14. FINANCIAL AND COMMERCIAL SUBMISSION REQUIREMENTS

14.1 Introduction

14.1.1This section 14 explains the financial and commercial requirements in respect

of each Tender submission and is set out in a number of parts:

Section 14.2: General Financial Requirements

Section 14.3: Profile of the Concessionaire

Section 14.4: Sources of Finance

Section 14.5: Equity and Quasi Equity

Section 14.6: Debt Finance

Section 14.7: Funding Competition

Section 14.8: Refinancing

Section 14.9: Accounting Principles

Section 14.10:Taxation and VAT

Section 14.11:Insurance

Section 14.12:Revenue and Patronage Forecasts

Section 14.13:Financial Model

Section 14.14:Broadmarsh, the Hub, the A453 and the Flood Wall

Section 14.15:Network Extensions

Section 14.16:Additional Trams

Section 14.17:Conductors

Section 14.18:Small Works Rates

Section 14.19:Equity Compensation on Termination

14.1.2Candidates must provide all of the financial information requested by the

Authority. Candidates should note that the financial information provided will

be used in both the qualitative and quantitative evaluation as appropriate.

Submissions should be concise, whilst providing sufficient information to

enable evaluation in accordance with the evaluation methodology provided in

section 16 (Evaluation Procedure and Criteria).

KB/KB/61891/1/UKM/27359957.1 59

14.1.3The various elements of the prices submitted by Candidates within their

Tenders must remain fixed for the relevant minimum period set out in section

14.13.3j) (Bid Validity Period and Adjustments).

14.2 General Financial Requirements

Candidates must provide the following general financial information:

14.2.1financial and commercial executive summary containing a summary of the

key financial and commercial information contained within each Tender;

14.2.2the Financial Model, supported by a data book which includes a record of all

assumptions, prepared in accordance with the guidance in section14.9

(Accounting Principles) and 14.13 (Financial Model) of this ITN;

14.2.3a letter from the Candidate’s shareholders or board minutes, demonstrating

their commitment to fund equity and other shareholders' funds; and

14.2.4a letter from the Candidate's funders in a form to be provided by the Authority

prior to the Tender Return Date after consultation with Candidates.

14.3 Profile of the Concessionaire

Candidates are required to provide the following information, or its nearest equivalent,

about the entity that will become the Concessionaire:

14.3.1In respect of the proposed structure of the Concessionaire entity:

a)corporate name;

b)legal status;

c)country of incorporation;

d)names and particulars of all nominated directors;

e)full names, addresses and registered numbers of all equity investors; and

f) full names and addresses of advisers appointed by the Concessionaire

entity or by the Candidate to act on behalf of the Concessionaire entity.

14.3.2Each Candidate is also required to provide a chart showing the proposed

structure of the Concessionaire and in particular the share-holdings (including

the rights and obligations of each class of capital), loan structures and

contractual relationships between the equity investors and the Concessionaire.

Any changes envisaged prior to the programmed date for financial close of

the Projector during the term of the Concession Agreement must also be

indicated.

14.4 Sources of Finance

KB/KB/61891/1/UKM/27359957.1 60

Candidates must submit a detailed financing plan setting out how the Project will be

financed at each stage of development, including, inter alia:

14.4.1each source of finance, including (but not limited to) equity, commercial bank

debt (including without limitation any stand-by facilities), subordinated debt,

institutional debt, multilateral finance and internally generated funds;

14.4.2any assumptions concerning any planned refinancings during the term of the

Concession Agreement;

14.4.3a description of the Candidate’s strategy to subcontract activities and to

transfer risks via such subcontracts;

14.4.4a programme setting out the timescale for finalising all matters relating to the

funding from the point of selection as Preferred Bidder through to financial

close; and

14.4.5details of any guarantees which are required as part of the Candidate's

commercial and financial structure and confirmation from the body providing

the guarantee that they are prepared and able to fulfil the requirements. This

confirmation must be provided in letter format. Specifically, Candidates are

required to provide detailed information in respect of:

a)any guarantees to be provided in relation to equity and subordinated debt;

and

b)any guarantees to be provided in relation to any part of the subcontracts

(including the construction contract and the operations contract).

Candidates' financing proposals should not rely on support from the Treasury

Infrastructure Funding Unit (“TIFU”).

14.5 Equity and Quasi Equity

14.5.1Equity and Quasi Equity Conditions

The following information must be provided about all equity and quasi equity

(e.g. mezzanine/ subordinated debt) funders:

a)identity of all equity and quasi equity investors;

b)timings of subscriptions by each investor;

c)the resulting capital structure of the Concessionaire following each

subscription;

d)details of arrangement fees associated with the investments;

e)terms and conditions of subscriptions, including anticipated returns

(shareholder agreement/termsheet), and especially any pre-conditions

which must be satisfied before funds will be subscribed;

KB/KB/61891/1/UKM/27359957.1 61

f) dividend rights attaching to each subscription;

g)capital redemption rights attaching to each subscription;

h)details of any shareholder agreements or other contractual arrangements

between the investors relevant to their investments; and

i) confirmation from each investor that the funds will be committed in

accordance with the details set out in the Financial Model.

Candidates should note that if the financing structure relies upon equity

contributions to be made after financial close, then written confirmation of

any parent company guarantees (or other required security) must be provided

by the parent company of the relevant investor stating that itis willing to

provide such parent company guarantee (or other security).

14.5.2Equity Commitment

In respect of third party equity providers (including quasi equity), a letter

must be provided stating:

a)their capacity and willingness to provide funding;

b)the amount of funding available;

c)acceptance of risk transfer and the commercial terms presented in the

Concession Agreement (as marked up by the Candidate as part of its

Tender); and

d)acceptance of the base case returns as set out in the Financial Model.

The Authority reserves the right to contact third party equity providers to

confirm their willingness to provide funding.

14.6 Debt Finance

14.6.1Debt Market

At the time of issue of this ITN, the Authority recognises that financial market

conditions are difficult and unpredictable.It is, however, important to the

Authority that each Tender submitted is sufficiently developed and robust that

it will be able to attract sufficient support and commitment from lenders.

The Authority therefore considers that early, regular andtransparent

engagement with Candidates will assist in building an understanding of key

concerns and constraints, and the challenges to achieving financial close.

After having such discussions with all Candidates, the Authority will issue

instructions on the level of commitment required from funders at this stage,

and whether they should bid on any standardised terms.

KB/KB/61891/1/UKM/27359957.1 62

14.6.2Terms and Conditions

Subject to further clarification to be provided by the Authority in accordance

with section14.6.1, Candidates are required to provide the following

information for each loan facility or other debt instrument (including bond

finance, use of swaps or interest rate hedging investments and any bank (or

other) guarantees), together with an outline timetable setting out the expected

negotiation and signing of the facilities:

a)identity of all lenders and/or lead arrangers and/or underwriting banks that

have given indications and/or commitments and the amounts indicated or

committed;

b)type of facility;

c)purpose of and any restrictions on the use of the facility;

d)currency of facility;

e)amount and timing of the debt being made available;

f) drawdown schedule;

g)grace period;

h)details of all financing costs (e.g. applicable margins, arrangement fees,

commitmentfees, agent’s fees, mandatory costs, credit margins and

similar charges, etc) associated with the debt;

i) details of any pre-conditions attaching to the first drawdown under the

facility;

j) repayment profile of the debt and final maturity date;

k)any proposed hedging arrangements in respect of interest rates;

l) treatment of interest during construction (i.e. whether capitalised or not);

m)principal financial and information covenants including details of cover

ratios;

n)security required, including any guarantees;

o)any contingent financial support and the parties providing it;

p)any control or reserve accounts;

q)details of contingency finance that will be available and the parties

providing it, including details of how the funding arrangements could

accommodate any delays in design and implementation and cost overruns;

KB/KB/61891/1/UKM/27359957.1 63

r) details of working capital requirements and how these will be met; and

s) any other terms and conditions attached to the facilities, e.g. clear market,

force majeure or market flex provisions, etc.

The Authority may also, in order to assess the strength of this commitment,

require meetings with the debt providers at any stage prior to contract award.

In addition to the term sheets requested above, a letter of support (addressed

to the Authority) from each provider of debt must be provided. A form for

this will be provided after discussions between the Authority and all

Candidates.

14.7 Funding Competition

The Authority anticipates that Candidates shall seek out competitive financing terms

from senior debt funders in the course of preparing their Tenders and accordingly, the

Authority has, at this stage, no specific plans to initiate a separate funding competition

following the appointment of the Preferred Bidder.

However, the Authority is aware that funders are often willing to offer more

favourable financing terms to consortia that hold "preferred bidder" status.

The Authority therefore reserves the right to require the Preferred Bidder to conduct a

separate funding competition in the following circumstances:

where, in the Authority’s sole opinion, the financing terms proposed by the

Preferred Bidder are unsatisfactory in comparison to terms available in the

prevailing market; and/or

where, in the Authority’s sole opinion, the funders have failed to demonstrate

satisfactory acceptance of the commercial and/or contractual terms contained

in the project documentation, this ITN (including accompanying documents)

and/or the Financial Model.

The costs of holding such a funding competition shall be borne solely by the Preferred

Bidder. The funding competition shall be a procurement run by the Preferred Bidder

with, for the avoidance of doubt, the Authority having solely a review role.

The full benefit of conducting a funding competition shall be passed to the Authority

with all of the information relating to the funding competition and the results thereof

being provided to the Authority and its advisers on an open book basis.

Candidates must ensure that the Authority is party to the information memorandum

provided to all prospective funders and that the Authority receives all mark-ups made

by prospective funders of all Project documentation. In addition the Authority and its

advisors reserve the right to attend meetings held between the Preferred Bidder and

any prospective funders.

Candidates are required to confirm within their Tenders that they accept the position

outlined in this section 14.7.

KB/KB/61891/1/UKM/27359957.1 64

14.8 Refinancing

14.8.1The Concession Agreement includes provisions to enable the Authority to

share in thebenefits of any refinancing that the Concessionaire might

undertake at any time during the Term. The drafting in the Concession

Agreement incorporates the guidance and model drafting from the HM

Treasury Standardisation of PFI Contracts version 4 (SOPC4), including the

addendums issued in October 2008 and April 2009.

Candidates are required to clearly set out their approach to (and any

assumptions regarding) the refinancing of the Project.

If it is intended that debt will be refinanced and the benefits ofsuch

refinancings are to be included in the Financial Model at financial close,

Candidates must confirm that the risk of any such refinancing remains with

them. Candidates must also set out the following assumptions:

a)interest rates;

b)repayment schedules;

c)final maturity date; and

d)details of any changes in the debt instruments used.

14.8.2Candidates are required to confirm:

a)that they accept the provisions on refinancing as set out in the draft

Concession Agreement issued with this ITN;

b)that they agree with the HM Treasury position that portfolio refinancing is

governed by the gain sharing arrangements that are set out within the

Concession Agreement (for full details please refer to the HMT

document: "Infrastructure procurement: delivering long-term value",

March 2008); and

c)that they will consider the respective benefits to all shareholders when

contemplating the undertaking of a refinancing.

14.9 Accounting Principles

The Financial Model must reflect either UK GAAP or IFRS (as appropriate to the

accounting requirements of the shareholders) and Candidates are required to provide

the following:

14.9.1a statement setting out the accounting regime adopted (UK GAAP or IFRS)

and the reasons for adopting that accounting regime; and

14.9.2confirmation that the Candidate and the equity providers are prepared to sign

the Concession Agreement on the basis of the accounting treatments and

assumptions adopted within the Financial Model.

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14.10 Taxation and VAT

Candidates are required to provide the following:

14.10.1 confirmation that the Candidate and the equity providers are prepared to

underwrite the tax treatments and assumptions adopted within the Financial

Model;

14.10.2 a statement setting out the fundamental assumptions regarding the tax

treatment of the Project (e.g. as capital or revenue (composite trade) for

accounting and tax purposes, tax rates used, timing assumptions,

unrecoverable VAT, etc);

14.10.3 a description of the Candidate's intentions (or otherwise) for making a

clearance application to HMRC for an opinion on the tax treatment of the

Project, together with (where relevant) the timetable for the submission of

such an application and the receipt of an HMRC response. Candidates must

identify in this section the impact of this issue on the critical path to financial

close;

14.10.4 where a Candidate seeks advance tax clearance from HMRC for the proposed

treatment, it must attach the appropriate correspondence to their Tender. If a

clearance application is to be relied upon the Tender must provide evidence of

HMRC approval;

14.10.5 where a Candidate chooses not to seek advance tax clearance from HMRC, its

Tender must contain a written opinion from the Candidate's financial advisors

that the proposed tax treatment is likely to attract the tax treatment and tax

relief assumed. This opinion must set out the basis for the treatment adopted

and identify any risks associated with it; and

14.10.6 a statement setting out the risks inherent with the tax treatment adopted for the

Project and the impact on the Candidate's tax position if the treatment adopted

is not accepted by HMRC.

14.11 Insurance

TheConcession Agreement (Schedule26(Required Insurance)) requires the

Concessionaire to arrange insurance appropriate to a project of this type. The

Concessionaire will be required to take out and maintain insurance on the terms, and

with insurers, acceptable to the Authority throughout the term of the Concession

Agreement.

Candidates are required to disclose details of their insurance proposals as a mark up of

Schedule 26 and to clearly identify premiums associated with such insurance cover as

a separate line in the Financial Model.

14.12 Revenue and Patronage Forecasts

14.12.1 Candidates must submit a copy of the central case revenue forecasts which are

the basis of each of their Tenders.

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Candidates' revenue forecasts must show a forecast for each Contract Year of

passenger revenues and assumed non-farebox revenue sources. Candidates

are also required to provide patronage forecasts for each Contract Year.

14.12.2 The revenue and patronage forecasts must be accompanied by a description of

the forecasting procedures and the basis on which the revenue and patronage

forecasts were calculated. Candidates are also required to submit inputs,

assumptions and outputs as set out in the Revenue and Patronage template

proforma in Appendix 5 to this ITN, ensuring that the revenue streams

disclosed in the proformas clearly reconcile with the Financial Model.

Candidates must insert their forecast revenue streams into Schedule 25 of the

Concession Agreement and confirm that they constitute the Base Case

Operating Revenues for the purposes of the Concession Agreement. The

commentary on the forecasting approach must also include the information

requested below that is not explicitly recorded in the proformas.

Candidates are not required to use any specific approaches to estimating

patronage and revenue but should demonstrate an understanding, and the

robustness, of their forecasts.

14.12.3 Candidates are required to clearly outline outputs from (and the assumptions

made in generating) the revenue and patronage forecasts, including:

a)technical approach and assumptions outlining the Candidate's forecasting

methodologies including:

details of any transport or other forecasting tools or models

employed in developing revenue and patronage forecasts, such as

key forecasting parameters and the approach to streaming revenue

and patronage forecasts;

an outline of key data sources and general forecasting

assumptions, such as assumed transport network developments

and costs changes, changes in the demographics of the NET

corridors, GDP growth and inflation rates and other factors

influencing market potential;

an outline of Project assumptions, such as general passenger

marketing and fares strategies, expected service levels, tram

capacities, assumed fare inflations and changes in ticket type

usage over time, potential Network integration opportunities and

an explanation of how any impacts of the construction

works/programme upon the Network and other public transport

providers will be mitigated;

b)summary forecasts providing headline indicators for revenue and

patronage including:

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a summary of the annual forecast Network demand by time

period and disaggregated to NET Line One and NET Phase Two;

and

a summary of the semi-annual forecast farebox related revenues

disaggregated to NET Line One and NET Phase Two, together

with estimates of non-farebox revenue sources.

14.12.4 Candidates must also demonstrate that their revenue forecasts are consistent

with the ability to deliver patronage on the Network, including how

Candidates will manage peak demand and obtain revenues and patronage

during interpeak and off-peak periods, both in the short term and over the

longer term towards the end of the concession period.

14.12.5 Candidates are required to include any other information which can concisely

demonstrate their knowledge and understanding of how to maximise the

delivery of the Authority’s objectives for the Project, particularly in relation

to patronage risk profiles and operational, quality and commercial trade-offs.

14.12.6 Candidates are also required to submit the following revenue and patronage

forecasts:

a)downside scenario revenue and patronage forecasts (as agreed with

funders); and

b)upside scenario revenue and patronage forecasts.

For both of these scenarios, Candidates must complete the template proformas

set out at Appendix 5 to this ITN in full. Candidates must again ensure that

the revenue streams disclosed in such proformas clearly reconcile with the

Financial Model sensitivities. These scenarios must be accompanied by

supporting explanations to justify the magnitude of the forecasts. This must

include outline mitigation plans for circumstances where revenues fall short

of central case forecasts or where demand levels result in Network

overcrowding.

The Authority reserves the right to ask for further information on revenue and

patronage sensitivities.

14.13 Financial Model

14.13.1 Financial Model Requirements

The Financial Model represents an important part of each Tender, as well as

being an ongoing component of the Concession Agreement. Accordingly, the

form of the Financial Model provided by each Candidate is required to

comply with certain guidelines. The Financial Model must be prepared in

accordance with the Concession Agreement, the Payment Mechanism and the

Concession Specification and on a consistent basis with the narrative

accompanying the Tender submission.

KB/KB/61891/1/UKM/27359957.1 68

Candidates are required to submit financial projections for each Contract Year

from financial close until two years after the Expiry Date. All cashflow,

income and expenditure and balance sheet projections must be shown on a

semi-annual basis (to 31 March and 30 September) except for during capital

works phases, where cashflows must be shown monthly.

All projections are to be expressed in pounds sterling and must be presented

in nominal terms.

The electronic versions of the Financial Model submitted must be free of error

(including circular references and cell errors) and in a state that identically

matches the printed versions submitted. The Financial Model must allow the

Authority to test the validity of the sensitivities provided and allow other

elements of the Tender to be investigated by permitting the user the ability to

perform sensitivities on the input data. It must also allow the user to use

investigative tools within Excel.

The Financial Model must be compatible with Microsoft Excel 2003 and must

not incorporate password protection or protected macros. The Financial

Model must contain all relevant calculations and only use hard coded data for

inputs.

Candidates are required to provide a detailed user guide to their Financial

Model, outlining how to load their Financial Model, plus run any routines

necessary to enable it to work correctly. In addition the Financial Model must

be optimised appropriately and free from errors (this includes stating any 'add-

ins' and options that must be activated prior to use of the model). The user

guide must clearly set out the means by which the Financial Model is

optimised on a keystroke basis.

Candidates are required to provide a fully comprehensive Financial Model

data book. This must explaineach assumption adopted including the key

drivers and calculations for each Financial Model. The data book must

include a reference to the accounting and tax assumptions adopted by the

Candidate.

Candidates should note that the Financial Model provided to the Authority by

the Preferred Bidder will be required to be audited by a suitably qualified

party prior to financial close. The cost of this audit is to be borne by the

Preferred Bidder. The Authority will not be liable for any losses caused by

miscalculations or errors highlighted during this process. The Financial Model

audit letter must also specify that the Authority may rely on its contents.

Alternative assumptions from those assumed in the Base Tender may be

proposed for any or all of a Candidate's other Tenders although these must be

discussed with the Authority in advance of the Tender Return Date.

14.13.2 Financial Model Outputs

KB/KB/61891/1/UKM/27359957.1 69

Candidates must ensure that the Financial Model produces output sheets in the

format set out in proforma 1 (Finance Plan) and proforma 2 (Nominal Project

Cashflows) at Appendix 14 (Financial Proforma). The Financial Model must

include the following outputs:

a)sources and applications of funds statement;

b)Project IRR before and after tax in both real and nominal terms,

calculated on the pre-financing (senior debt, subordinated debt, equity

etc) cash flows;

c)blended equity return in both real and nominal terms - note that the IRR

for risk capital must be calculated from the point of the cash injection and

not from the commitment date unless commitment fees are payable, in

which case from the point of first receipt;

d)separate analysis of Unitary Charge payable by the Authority, farebox

revenue and any other non-farebox revenue;

e)debt to equity ratio at the end of construction, defined as total financial

debt divided by total shareholders' funds plus debt;

f) annual debt service cover ratio (ADSCR), loan life cover ratio (LLCR)

and project life cover ratio for each Contract Year with minimum and

average ratios;

g)average loan life of each debt instrument included in the financing

structure, including supporting calculations as to how the average loan

life was calculated;

h)NPV of payments assuming 100% performance, discounted back to 1

April 2009;

i) summary financial statements, in nominal terms, for each Contract Year

to the end of the Concession Agreement term in accordance with either

UK GAAP or IFRS (as appropriate to the accounting requirements of the

shareholders); and

j) graphical analysis where appropriate.

14.13.3 Basis of Financial Model

Candidates are required to price their Tender(s) on the basis of the

assumptions listed in this section14.13.3. All proposals must be fully risk

priced. Candidates are required to ensure that key dates, macroeconomic

assumptions and costs are presented clearly. The Financial Model may be

subject to clarification and adjustment by the Authority during evaluation in

relation to matters of inconsistency or uncertainty.

a)Key Dates

KB/KB/61891/1/UKM/27359957.1 70

Tenders must be made on the basis that financial close will occuron 1

August 2011 and that the Concession Agreement and related contracts

will be executed on that date. The date on which the Concessionaire

commences operation of NET Line One must be assumed to be 1 August

2011. Candidates should make their own assessment of the date when

NET Phase Two services commence and, as such, when the Unitary

Charge will step-up.

Candidates are required to confirm key dates as part of their submissions.

b)Project Costs

Candidates are required to provide a full and detailed analysis of capital

costs, lifecycle costs and operating costs as set out in the Capital Cost

Proforma and the Renewal and Refurbishment Cost Proforma in

Appendix 13. Candidates must ensure that the costs disclosed in these

proformas clearly reconcile to the inputs in the Financial Model. In

addition, insurance premia must be separately identified. Candidates

should refer to the pricing document also contained within Appendix 13

for additional information and instructions.

c)Bid/Development Costs

Candidates are required to provide a detailed breakdown of

bid/development costs within the Financial Model or, alternatively, this

breakdown may be provided outside the Financial Model but in electronic

format (Excel 2003) in a way that enables the reader to reconcile the total

bid/development costs to the Financial Model in both real and nominal

terms.

d)Contingencies

Candidates are required to identify where any contingencies have been

included within the Financial Model, and how these contingent sums have

been calculated.

e)Payment and Contract Term

The Financial Model must cover the full term of the Concession

Agreement proposed by the Authority (including the construction period)

being 22 years, nine months and five days from the Commencement Date

and must assume that payments of the Unitary Charge will be made

monthly and in accordance with the relevant provisions of the Concession

Agreement. No performance deductions should be assumed for the

duration of the Concession Agreement.

f) Foreign Exchange

Candidates must highlightany costs that are exposed to fluctuations in

foreign exchange rates and details must be provided of any foreign

exchange rate hedging strategy that the Candidate proposes.

KB/KB/61891/1/UKM/27359957.1 71

g)Interest Rates

Candidates are required to base the interest rates for any hedging

agreements on prevailing market rates at 12.00PM on Monday two weeks

prior to the Tender Return Date. The reference rate used must be obtained

from the senior debt providers/lead arranger/underwriting bank and must

reflect the actual rate that would be achieved if this was the date of

financial close. As such, the senior debt profile specific to this Project

must be used to obtain the interest rate.

A buffer of 0.5% must be added to the reference interest rate.

Candidates must also include the information set out below.

a statement of the underlying market rates that have been used.

Each Candidate's swap rate will be reconciled as part of the

evaluation process and clarified if necessary. Candidates are

required to include their own assumptions in addition to this rate

for swap costs, margins and other mandatory costs such as MLAs

and these will continue to be the Candidate's risk until financial

close;

sensitivity information to demonstrate how the Tender(s) will be

adjusted if interest rates are differentfrom these assumptions

when the Concession Agreement is executed; and

written confirmation that the Candidate accepts the principle of

benchmarking hedging instruments at or prior to financial close

and that the Candidate notes that the Authority reserves the right

to compare hedging instruments at or prior to financial close.

h)Indexation

The base date for all revenues and costs must be 1 April 2011. For the

purposes of this ITN, Candidates are required to assume an All Items

Retail Prices Index ExcludingMortgage Interest Payments (“RPIx”)

inflation rate of 2.5% per annum throughout the concession term,

however, the risk of variance to this lies with the Candidates and

appropriate allowances should be made in the Tender(s).

No indexation of the Unitary Charge should be assumed in the Financial

Model as variable operating costs will be covered by passenger and non-

farebox revenues. The Unitary Charge should be used to pay for fixed

debt service costs.

Candidates must clearly set all assumptions made in relation to the

indexation of the cost base within each Tender.

Details must be provided of the cost and timing of any inflation rate

hedging strategy that the Candidate proposes, including the proportion of

the payments that are to be hedged.

KB/KB/61891/1/UKM/27359957.1 72

i) Discount Rate and NPV Calculation

Candidates are required to discount on an annual basis using a discount

rate of 3.5% real (6.0875% nominal) to 1 April 2011 with all cashflows

assumed to arise at the beginning of each annual period.

j) Bid Validity Period and Adjustments

The Tender price (other than debt terms) must be specified as remaining

fixed up to 6 months beyond the anticipated financial close date of 1st

August 2011. In the event that actual financial close occurs more than 6

months after this anticipated financialclose date and this delay has not

been caused or contributed to by the Preferred Bidder, then the Tender

will be adjusted as set out below.

Construction: BIS ALLCON All Construction TPI: All

Construction index-The estimated capital costs included in the

Preferred Bidder's Financial Model will be adjusted by application of

the movement in the published index over the period between 1st

August 2011 and the actual date of financial close, but only insofar as

the delay to financial close has a material impact on the anticipated

timing of incurrence of the capital costs; and

All other costs (excluding finance costs): RPIx - All other estimated

costs included in the Preferred Bidder's Financial Model (excluding

finance costs) will be adjusted by application of the movement in the

published RPIx over the period between 1st August 2011 and the

actual date of financial close, but only insofar as the delay to financial

close has a material impact on the anticipated timing of incurrence of

the other costs (excluding finance costs).

Farebox Revenues – These will be recalculated to reflect the shift in

dates compared with the forecast used in the financial model, taking

account of additional fare indexation and patronage growth.

With the exception of the costs specified in the above paragraphs, the

only circumstances in which price will be changed following Preferred

Bidder appointment will be as a result of changes in the underlying swap

rate and/or following a change by the Authority to the Authority's

requirements,in which event the parties will work together to jointly

agree the subsequent change in price.

k)Financial Model Sensitivities

Candidates must include sensitivity information in the format set out in

proforma 4 (Sensitivities) at Appendix 14 to demonstratehow the

Tender(s) will be adjusted if, in each semi-annual period and compared to

the Candidate's base case:

swap rates are 50 bps higher than the reference rate identified,

including the buffer;

KB/KB/61891/1/UKM/27359957.1 73

swap rates are 50 bps lower than the reference rate identified,

including the buffer;

lifecycle costs are 10% higher;

RPIx is 0%;

RPIx is 5%;

Unitary Charge is 1% lower;

operating costs are 10% higher;

corporation tax rate is 5% higher;

patronage revenues are based on the downside scenario revenue

and patronage forecast provided by Candidates pursuant to section

14.12.6; and

patronage revenues are based on the upside scenario revenue and

patronage forecast provided by Candidates pursuant to section

14.12.6.

Swap rate sensitivities should be performed assuming that the Unitary

Charge is adjusted to maintain cover ratios and IRRs. Lifecycle cost,

unitary charge, inflation, operating cost, corporation tax and patronage

revenue sensitivities should be performed assuming that the Unitary

Charge is maintained constant.

Candidates are also required to provide a table which sets out the results

of any sensitivities specified by the lenders in accordance with the term

sheet(s).

Candidates should confirm and evidence that its shareholders and funders

have reviewed and accepted these sensitivities.

14.14 Broadmarsh, the Hub, the A453 and the Flood Wall

14.14.1 Candidates are required to confirm the costs of labour and materials

associated with the installation of a new tramstop in theevent that the

Concessionaire is required to perform those activities in relation to the

Broadmarsh tramstop described in paragraph 11 (Broadmarsh) of Appendix

16 (Key Developments and Project Interfaces).

14.14.2 In relation to the Hub, Candidates must specify the cost implications arising

from the implementation of Hub Option 2 and Hub Option 3 instead of Hub

Option 1. Further detail in respect of each of these options is provided in

paragraph 12 (The Hub) of Appendix 16 (Key Developments and Project

Interfaces). When specifying the cost implications related to Hub Option 2,

Candidates must clearly separate these costs into those associated with Stage

KB/KB/61891/1/UKM/27359957.1 74

1 and those associated with Stage 2 (as such stages are described in paragraph

12 (The Hub) of Appendix 16).

14.14.3 In relation to the A453 link road options (see paragraph 14 (A453) of

Appendix 16 (Key Developments and Project Interfaces)), Candidates are

required to confirm the cost implications arising from the implementation of

A453 Option 2 (link road to be providedby the Concessionaire between

Clifton Park and Ride Site and the existing A453, with the connection into the

A453 at Mill Hill) instead of A453 Option 1 (link road to be provided by the

Concessionaire between the Clifton Park and Ride Site and the widened

A453, with the connection into the A453 and the proposed new Highways

Agency roundabout).

14.14.4 Candidates are referred to paragraph 10 (Environment Agency) of Appendix

17 (Key Stakeholders). Candidates must identify in their Tenderthe cost

implications if it is subsequently confirmed that the Concessionaire will be

required to provide the flood wall at Wilford and Compton acres. Further

information in respect of the scope of these works is provided in the Mott

MacDonald flood risk assessment, which is available in the Data Room.

14.14.5 Candidates should note that funding costs associated with the above issues

should not be provided at this stage. Candidates must clearly specify any

indexation factors which are to apply to any additional costs associated with

these options and any assumptions which they have made. The information

provided pursuant to this section 14.14 will not be taken into account by the

Authority in the evaluation process.

14.15 Network Extensions

As noted in section3.6(New Contract Structure), the Concession Agreement will

include a mechanism to enable the parties to agree terms in relation to the design,

construction, financing, maintenance and/or operation of any future extensions and/or

additions to the Network which may be proposed by theAuthorityin its absolute

discretion from time to time. A summary of this mechanism is provided at Appendix

11 (Concession Agreement: Summary of Key Issues).

In relation to this process, Candidates are required to provide the information set out

below relating to future possible Extensions to the Network.

14.15.1 Financing Plan

Candidates should note the Concessionaire's obligation under clause 60.3 of

the Concession Agreement to producea Financing Plan in the event that a

Transport and Works Act Order is made in respect of Extensions. As part of

their Tender(s), Candidates are required to submit their proposed principles

for the financing methodology for Extensions. The Authority envisages that

this is likely to include offering existing lenders the opportunity to finance the

relevant Phase and that if the terms offered are not competitive, the

Concessionaire will seek a full refinancing. Once agreed with the Authority,

KB/KB/61891/1/UKM/27359957.1 75

the key principles of this methodology will be inserted where indicated within

the definition of "Financing Plan" set out in the Concession Agreement.

14.15.2 Procurement Plan

Candidates should note the Concessionaire's obligation under clause 60.2 of

the Concession Agreement to produce a Procurement Plan in the event that a

Transport and Works Act Order is made in respect of Extensions. As part of

their Tender(s), Candidates are required to submit their proposed procurement

methodology for sub-contract packages for Extensions. This must include an

option for the Authority to acquire additional trams in accordance with a

specified pricing mechanism (see section 14.16 (Additional Trams) below) or,

if the Authority prefers, to require the Concessionaireto separately tender

tram supply as an External Subcontract. Once agreed with the Authority, the

key principles of this methodology will be inserted where indicated within the

definition of "Procurement Plan" set out in the Concession Agreement.

14.15.3 Project Operations Staff and Daily Rates

Candidates should note the contents of clause 60 of the Concession

Agreement, which relates to payment by the Authority in relation to Phase

Development Services. Candidates are required to submit details of the

Project Operations Staff and their proposed daily rates for providing Phase

Development Services, which should be no more than salary cost and a

reasonable apportionment of overhead. The agreed rates will be inserted at

Schedule 22 of the Concession Agreement and will be used to calculate the

Internal Costs of the Concessionaire.

14.15.4 Operating and Maintenance Costs for Extensions

Candidates are required to complete the spreadsheet set out at Appendix 20

(Network Extensions Operating and Maintenance Costs) in order to provide

the operating and maintenance costs in respect of two hypothetical extensions

to the Network, referred to as Extension A and Extension B.

Detailed information in respect of the scope and specification for Extension A

and Extension B and the pricing assumptions to be used by Candidates for the

purposes of completing the spreadsheet are set out at Appendix 19 (Scope of

hypothetical Extensions and pricing assumptions). Candidates are referred to

the additional information and instructions set out within Appendix 20.

The costs proposed by the successful Candidate will be inserted into schedule

21 of the Concession Agreement and, in accordance with clause 60.4 of the

Concession Agreement, will be used to calculate the actual operating and

maintenance coststo which the Concessionaire will be entitled in the event

that the Authority chooses to proceed with a Network Extension.

Candidates should note that Extension A and Extension B are generic in

nature and do not relate in any way to a specific proposal fora Network

Extension.

KB/KB/61891/1/UKM/27359957.1 76

14.16 Additional Trams

Candidates are required to propose a mechanism whereby the Authority may require

the supply of between:

(a) 1 and 5 additional trams; and

(b) 6 and 10 additional trams,

in each case at a fixed price. This mechanism must remain valid for at least 5 years

from financial close.

Candidates may also offer alternative pricing structures for additional trams, although

the Authority will not be required to accept these.

The Authority will also be entitled to require additional tram supply to be separately

tendered by the Concessionaire.

Candidates should note that the Concessionaire will be required to provide technical

and procurement support in respect of the provision of additional trams, including in

its role as transport undertaker with respect to ROGS.

14.17 Conductors

To the extent that any Tender does not envisage a conductor being employed on each

tram, Candidates must clearly identify the financial and any other implications that

would arise in respect of that Tender in the event that the Authority were to require

the use of conductors on each tram.

14.18 Small Works Rates

For the purposes of clause 53.2 (Small Works) of the Concession Agreement,

Candidates must specify their proposed Small Works Rates on a per hour and per day

basis.

14.19 Equity Compensation on Termination

In relation to compensation payable on termination for Authority Default or Voluntary

Termination, in accordance with SOPC 4, Candidates must specify which of the

following three methods of calculating equity compensation they would prefer:

(a) an amount which when taken together with:

dividends (or other distributions) paid by the Concessionaire on its share

capital on or before the Termination Date; and

interest paid and principal repaid by the Concessionaire under the

Subordinated Financing Agreements on or before, the termination date,

KB/KB/61891/1/UKM/27359957.1 77

taking account of the actual timing of all such payments, gives a real internal

rate of return on the share capital subscribed and amounts advanced under the

Subordinated Financing Agreements equal to the Base Case Equity IRR;

or:

(b) the aggregate amount for which the share capital of the Concessionaire and

the amounts outstanding under the Subordinated Financing Agreements could

have been sold on an open market basis based on the Relevant Assumptions;

or:

(c) all amounts shown in the Base Case as payable by the Concessionaire from

the Termination Date, either in dividends or other distributions on the share

capital of the Concessionaire or as payments of interest or repayments of

principal made by the Concessionaire under the Subordinated Financing

Agreements, each amount discounted back at the Base Case Equity IRR from

the date on which it is shown to be payable in the Base Case to the

Termination Date.

Candidates should note that in the case of Voluntary Termination arising at any time

after service by the Authority of any Phase Launch Notice and before the service by

the Authority of either a Phase Abandonment Notice in respect of that Phase or a

notice confirming or rejecting the Phase Implementation Report in respect of that

Phase, the method of calculating equity compensation will be as specified in

paragraph 1.3.1 of Part 1 of Schedule 27 to the Concession Agreement. Any

alternative method proposed by Candidates in response to this section14.19will

therefore not apply in these circumstances.

Candidates responses to this section14.19will not be taken into account in the

evaluation of Tenders.

KB/KB/61891/1/UKM/27359957.1 78

15. LEGAL SUBMISSION REQUIREMENTS

15.1 Candidates are required as part of their Base Tender to submit a fully comprehensive

and detailed mark up of the draft Concession Agreement, including the Concession

Specification, the Payment Mechanism, the Direct Agreement, the Design and

Construction Sub-Contractor's Collateral Agreement, the Operating Sub-Contractor's

Collateral Agreement and all other schedules and appendices to the Concession

Agreement. As noted in Appendix 11, Candidates must minimise derogations from the

drafting required by "HM Treasury's Standardisation of PFI Contract Terms version

4" in their mark-ups and must provide detailed justification for any derogations

proposed.

The mark up must be accompanied by a commentary in the form set out in Appendix

12 to this ITN:

identifying each amendment sought;

providing a detailed explanation for each amendment; and

where applicable, confirming the extent of any pricing implications associated

with the amendment (i.e. the amount by which the Candidate will seek to

increase its price in the event that the relevant amendment is rejected by the

Authority).

15.2 For each Tender submitted in addition to the Base Tender, Candidates must either:

provide a further mark up of the Concession Agreement, the Direct

Agreement, the Design and Construction Sub-Contractor's Collateral

Agreement and the Operating Sub-Contractor's Collateral Agreement

incorporating all of the amendments sought in the mark up provided as part of

the Base Tender (to the extent that such amendments do not require variation

to take account of the differing nature of the Tender in question) together with

all additional amendments which are required to give effect to the differing

nature of the relevant Tender; or

confirm that no further amendments are required to the mark ups submitted as

part of the Base Tender.

15.3 For each mark up submitted in accordance with section15.2, Candidates must

complete a further commentary in the form set out in Appendix 12. Each such

commentary must:

identify any areas where the mark up differs from that submitted as part of the

Base Tender;

provide a detailed explanation for each such amendment (to the extent not

already included within the commentary submitted as part of the Base Tender

pursuant to section 15.1); and

KB/KB/61891/1/UKM/27359957.1 79

where applicable, confirm the extent of any pricing implications associated

with the amendment (i.e. the amount by which the Candidate will seek to

increase its price in the event that the relevant amendment is rejected by the

Authority).

15.4 In calculating their financial submission, Candidates must assume that the

amendments to the relevant mark up will be accepted by the Authority. In the event

that the Authority elects to reject any proposed amendment, Candidates will only be

entitled to alter their price to the extent that pricing implications were disclosed by

them within the accompanying commentary.

15.5 Candidates should note that section5.4.2(Tender Structure and Format) contains

specific instructions in relation to the format of mark ups.

15.6 Candidates are further required to:

15.6.1submit Heads of Terms setting out the main commercial principles agreed

between the relevant parties in respect of its proposed sub-contracts and

interface agreements; and

15.6.2duly execute and submit a Tender Form in the form set out in Appendix 3.

KB/KB/61891/1/UKM/27359957.1 80

16. EVALUATION PROCEDURE AND CRITERIA

16.1 Evaluation Procedure

The Tender evaluation will comprise the following steps:

(a) Tender submission formalities: Tenders will be checked to ensure that they

have been submitted to the address required and by the time and date

specified;

(b) Tender structure: Provided they have been properly submitted, Tenders will be

opened and checked to ensure that they have been submitted in the required

structure, as set out in section 5.4 (Tender Structure and Format) above;

(c) Completeness of Tender and compliance with requirements: Tenders will be

checked to ensure that they are complete and comply with the requirements set

out in this ITN;

(d) Tender evaluation: Tenders will be evaluated in accordance with the

evaluation criteria set out below.

A decision will then be made on the outcome of Tender evaluation process and this

will be communicated to Candidates.

Following the evaluation of the Tenders, it is currently envisaged that shortlisted

Candidates may (if the Authority requires) be invited to submit a BAFO prior to a

Preferred Bidder being selected. It is currently envisaged that BAFO responses will be

limited to clarification and firming up of Tenders submitted in response to this ITN. In

the event that the Authority does elect to hold a BAFO stage, the evaluation criteria

and the procedures to be applied to that stage of the procurement process will be set

out in the BAFO documents to be issued by the Authority. Candidates should note that

the evaluation criteria applicable to the BAFO submissions may differ from that used

by the Authority to evaluate responses to this ITN.

16.2 Evaluation Criteria

The evaluation process will assess the three key elements of the Tenders, being:

Legal;

Financial; and

Technical/Quality

This section details the criteria applicable to each of these three elements and the

output from the evaluation isa score for each element. The scoring range for each

element is set out in section 16.3 (Evaluation scoring) below. In scoring Candidates'

Tenders, the Authority will have regard to the scheme objectives and key Authority

requirements as specified in paragraphs 2.1 and 2.2 of the Concession Specification.

16.2.1Legal

KB/KB/61891/1/UKM/27359957.1 81

The mark up(s) of the draft Concession Agreement, the Direct Agreement, the

Design and Construction Sub-Contractor's Collateral Agreement and the

Operating Sub-Contractor's Collateral Agreementwill be reflected in the

evaluation scores in three separate ways:

(a) firstly, where applicable, the financial impact (if any) of the mark up

will be used to adjust the NPV of the Project, and this will be reflected

in the financial evaluation;

(b) secondly, where a Candidate’s mark up is considered to impact on the

quality of the proposed technical solution, this impact will be

evaluated as part of the overall technical/quality evaluation; and

(c) thirdly, all other elements of a Candidate’s mark up will be subject to

a qualitative score out of 8. This will be evaluated on the basis of the

extent to which the Candidate has sought to amend the commercial

position and/or risk allocation under the Concession Agreement, the

Direct Agreement, the Design and Construction Sub-Contractor's

Collateral Agreement and/or the Operating Sub-Contractor's Collateral

Agreement and the extent to which this is acceptable to the Authority.

In addition, the Authority will also evaluate the subcontract and interface

Heads of Terms submitted in response to section15.6.1(Legal Submission

Requirements) and these will be subject to a qualitative score out of 2. Heads

of Terms which demonstrate that the Candidate has clearly identified,

considered and resolved key subcontract and interface issues will score more

highly.

16.2.2Financial

The financial evaluation will be performed in two parts:

(a) a scored qualitative evaluation of the financial attributes of the

Candidate’s financial submission; and

(b) a scored assessment of the NPV of the Unitary Charge required by the

Candidate.

Part (a) will consist of an evaluation of the financial package submitted,

including:

deliverability of funding terms proposed;

robustness of financial structure;

level of funder commitment secured;

hedging strategy proposed;

robustness of patronage and revenue forecasts; and

KB/KB/61891/1/UKM/27359957.1 82

the extent to which the Candidate's proposals in relation to

future potential Extensions, pricing for additional Trams and

pricing for Small Works Rates demonstrate value for money.

Part (b) of the evaluation will be a scored assessment of each Candidate’s

NPV of Unitary Charge. Points will be allocated for the overall level of NPV

of Unitary Charge, and the level of points per £m of Unitary Charge will vary

depending on the level of NPV of Unitary Charge, using a banded system.

The bands have been set to represent key levels of affordability for the

Authority and are set out in detail in the table at section16.3below. The

points will be added or deducted (as applicable) from the score awarded to the

Candidate in the qualitative financial, legal and technical/quality evaluation.

NPV of the Unitary Charge will be calculated by discounting on an annual

basis using a discount rate of 6.0875% to 1 April 2008 with all cashflows

assumed to arise at the beginning of each annual period. A spreadsheet which

will calculate Candidates' scores for their proposed Unitary Charge is included

at proforma 3 (Affordability Points Adjustment) of Appendix 14.

16.2.3Technical/ Quality

The technical evaluation is to be performed in two parts:

(a) an evaluation of the overall quality of the Tender (worth 20% of the

total evaluation score); and

(b) an evaluation of specific compliance with key TSRs (worth60% of

the total evaluation score).

Part (a) is a high level, overall qualitative view of the submission, assessing

each Candidate against general compliance with the three key criteria areas;

general, operational and implementation.

Part (b) is a more detailed scoring process against the key TSRs, which again

are sub divided against the key criteria areas: general, operational and

implementation.

A detailed scoring matrix identifying sub-weightings and criteria for both

parts (a) and (b) of the technical/quality evaluation is provided at Appendix

10. Candidates should note that not all TSRs will be scored and those which

are not are identified in Appendix 10 (Technical/Quality Evaluation Matrix).

Where Candidates are required to comply with a technical standard such as a

British or international standard, Candidates will not be scored adversely if

their Tender does not comply with such standard, provided that the Candidate

can demonstrate to the Authority's satisfaction that the Tender satisfies the

requirements of such standard in an equivalent manner.

16.3 Evaluation Scoring

KB/KB/61891/1/UKM/27359957.1 83

Based on the evaluation framework set out above, the following scoring structure has

been developed with the intention of obtaining a legally compliant Tender that focuses

the Candidates’ attention on quality whilst also indicating that an affordable Tender

will be viewed more favourably:

Maximum Score Minimum Score

Legal

Mark up of Concession

Agreement, the Direct

Agreement, the Design and

Construction Sub-

Contractor's Collateral

Agreement and the Operating

Sub-Contractor's Collateral

Agreement

Subcontract and interface

Heads of Terms

8

2

0

0

Financial

Qualitative financial review

(i.e part (a) as described in

section 16.2.2)

10 0

Technical/Quality

Overall quality assessment

(i.e. part (a) as described in

section 16.2.3)

Evaluation of specific

compliance with key TSRs

(i.e. part (b) as described in

section 16.2.3)

20

60

0

0

Sub Total 100 0

Scoring of NPV of Unitary

Charge (i.e part (b) as

described in section 16.2.2)

Unlimited

Zero points will be allocated to a bid with an NPV of

Unitary Charge of £570m.

0.5 of a point will be added to the Candidate's score per £m

that the NPV of Unitary Charge is less than £570m, subject

to a cap on additional points of 20 (Twenty).

1 point will be deducted from the Candidate's score per

KB/KB/61891/1/UKM/27359957.1 84

additional £m of NPV of Unitary Charge over £570m.

An additional 1 point will be deducted from the Candidate's

score per additional £m of NPV of Unitary Charge over

£600m.

An additional 8 (eight) points will be deducted from the

Candidate's score per additional £m of NPV of Unitary

Charge over £636m.

Overall Total 120 Unlimited

KB/KB/61891/1/UKM/27359957.1 85

APPENDIX 1 - DRAFT CONCESSION AGREEMENT, DIRECT AGREEMENT, DESIGN

AND CONSTRUCTION SUB-CONTRACTOR'S COLLATERAL AGREEMENT AND

OPERATING SUB-CONTRACTOR'S COLLATERAL AGREEMENT

Note to Candidates: these are provided as separate documents

KB/KB/61891/1/UKM/27359957.1 86

APPENDIX 2 – KEY COMPENSATION SENSITIVE SITES BY GEOGRAPHICAL AREA

No Location Plot

1 Toton Lane Park and Ride 5

2 Sandy Court/Valley Surgery 50, 53, 55, 56, 57, 58, 59, 60.

3 Beeston Town Centre

(Foster Avenue Area)

266, 266A, 267, 267A, 268, 268A, 269, 270

272, 273, 274 , 276

4 Beeston Town Centre

The Square Area

264, 275, 277, 282, 283, 285, 313, 314, 316,

317

5 Middle Street/Station

Street Area (Tescos)

319, 320, 321, 323, 339, 341, 353, 354

6 Nottingham Tennis Centre 535, 540

7 University Of Nottingham 583, 584, 588, 591, 592, 593, 595, 596, 598,599

8 QMC 605, 607, 609, 610, 612, 619, 620, 629

9 Lenton Lane 670, 671, 689, 692, 693, 694, 695, 696, 697,

698, 699, 700, 701, 702, 703, 706

10 Nottingham Station 872, 873, 874, 875, 876, 877, 878, 879, 880,

881, 882, 883, 884, 885, 886, 887, 888, 889,

890, 891, 892, 893, 894, 895, 896, 897, 898,

903, 904, 905, 906, 910, 911, 912, 913, 914,

915, 916, 917, 918, 919, 920.

11 Southchurch Drive/Farnborough Road

(Holy Trinity Area)

1287, 1288, 1294, 1295, 1296, 1297, 1298,

1299, 1300, 1301

KB/KB/61891/1/UKM/27359957.1 87

APPENDIX 3 - TENDER FORM

NB: Where a Candidate is a consortium, this Tender Form must be signed by the

authorised signatories of all members of the Candidate, giving full names and addresses of

each member as well as the name and title of the signatory.

To: Nottingham City Council

Terms defined in the invitation to negotiate ("ITN") issued by the Authority to us shall have the same

meaning in this Tender Form, unless otherwise expressed.

We confirm that we have submitted [insert number]Tenders, comprising [insert brief summary of

each Tender].

We confirm that our price (excluding senior debt terms) will remain fixed for at least 6 months beyond

the anticipated financial close date of [ ].

We certify that each of our Tenders is made in good faith and that we have not fixed or adjusted the

amount of any such Tender by or under or in accordance with any agreement or arrangement with any

other person. We also certify that we have not and we undertake that we will not before the award of

the contract in respect of NET Phase Two:

(a) communicate to any person [outside this consortium] other than the Authority (or any person

duly authorised by it) the amount or approximate amount of our tender price, save to the

extent such disclosure was (or will be) made in confidence and was (or will be) necessary to

obtain insurance premium quotations or other professional advice required for the

preparation of the Tender(s);

(b) enter into any agreement or arrangement with any person [outside this consortium] that they

or we shall refrain from tendering, that they shall withdraw any Tender once offered or vary

the amount of any Tender to be submitted; and/or

(c) pay, give or offer to pay or give or accept or offer to accept any sum of money or other

valuable consideration directly or indirectly to or from any person [outside this consortium]

for doing or having done or causing or having caused to be done in relation to any other

tender or proposed Tender for NET Phase Two, any act or thing of the sort described at (a) or

(b) above.

We further certify that the principles described above have been, or will be, brought to the attention of

all sub-contractors, advisors, suppliers and associated companies providing services or materials

connected with our Tender(s) orthe performance by us of the Project Operations, and any contract

entered into with such sub-contractors, advisors, suppliers or associated companies will be made on

the basis of compliance with the above principles by all parties.

We agree that it shall be at the sole discretion of the Authority to decide (a) that collusive tendering

practices have taken place following due inquiry at any stage in the process, including post contract

award; and (b) the action to remedy any such infraction by any Candidate.

KB/KB/61891/1/UKM/27359957.1 88

In this certificate, the word ‘person’ includes any persons and any body or association, corporate or

unincorporated; and ‘any agreement or arrangement’ includes any transaction, formal or informal and

whether legally binding or not.

DATED:

SIGNED:

NAME (print):

POSITION:

Duly authorised to sign tenders and acknowledge the contents of the Tender Form:

FOR AND ON

BEHALF OF

(Company Name):

ADDRESS:

TELEPHONE:

FACSIMILE:

EMAIL:

KB/KB/61891/1/UKM/27359957.1 89

APPENDIX 4 – CHECKLIST OF INFORMATION REQUIRED FROM CANDIDATES

This checklist is provided for information only and it is the responsibility of Candidates to ensure that

their Tenders meet all of the requirements set out in this ITN.

No. Requirement Relevant

Section of

ITN

Technical Submission Requirements

1. Response to each of the TSRs 13

Financial Submission Requirements

2. Executive summary of key financial and commercial information 14.2

3. Financial model, data book and user guide in accordance with the requirements

at section 14.2.2, 14.9 and 14.13 which include:

14.2.2

14.9 and

14.13

3.1 Completed output sheets in the format set out in proforma 1 (Finance

Plan) and proforma 2 (Nominal Project Cashflows) at Appendix 14

14.13.2

3.2 Confirmation of key dates 14.13.3a)

3.3 Completed Capital Cost and Renewal and Refurbishment Cost

proformas in the form at Appendix 13 and separately identifying

insurance premia

14.13.3b)

3.4 Breakdown of bid development costs 14.13.3c)

3.5 Identification of contingencies 14.13.3d)

3.6 Identification of any costs that are exposed to exchange rate fluctuation

and details of exchange rate hedging strategy

14.13.3(f)

3.7 Interest rate information 14.13.3(g)

3.8 Indexation assumptions and inflation rate hedging strategy 14.13.3(h)

3.9 Sensitivity information in the form set out in proforma 4 (Sensitivities)

at Appendix 14

14.13.3 (k)

3.10 Table setting out the results of sensitivities specified by the lenders 14.13.3(k)

3.11 Confirmation that shareholders and funders have reviewed and

accepted sensitivities

14.13.3(k)

KB/KB/61891/1/UKM/27359957.1 90


Section of

ITN

4. Shareholder letter or board minutes demonstrating equity commitment 14.2.3

5. Funder support letter in a form to be provided by the Authority prior to the

Tender Return Date

14.2.4

6. Information relating to the Concessionaire entity 14.3.1

7. Structure chart 14.3.2

8. Detailed financing plan (to include the points specified in section 14.4) 14.4

9. Equity and quasi equity conditions including information regarding

guarantees/security if the contributions are to be made after financial close

14.5.1

10. Third party equity letter 14.5.2

11. Loan facility/debt instrument information (to include the points specified in

section 14.6.2) and outline timetable for negotiation and signing of facilities

14.6.2

12. Confirmation that the Candidate accepts the Authority's position relating to the

potential funding competition

14.7

13. Refinancing information to include: 14.8

13.1 The approach to (and assumptions regarding) refinancing 14.8.1

13.2 Confirmation that the risk of refinancing at financial close remains

with the Candidate

14.8.1

13.3 The various assumptions specified in section 14.8 14.8

13.4 Confirmation of those points specified in section 14.8.2 14.8.2

14. Statement setting out the accounting regime adopted and the reasons for

adopting it

14.9.1

15. Confirmation that the Candidate and equity providers are prepared to sign up to

the Concession Agreement on the basis of the adopted accounting treatment

and assumptions in the financial model

14.9.2

16. Tax related information 14.10

17. Identification of insurance premia within the financial model 14.11

18. Revenue and patronage information including: 14.12

KB/KB/61891/1/UKM/27359957.1 91


Section of

ITN

18.1 Central case revenue forecasts for each Contract Year 14.12.1

18.2 Patronage forecasts for each Contract Year 14.12.1

18.3 Description of forecasting procedures and basis 14.12.2

18.4 Completed revenue and patronage proforma (in the form at Appendix

5) for the central case forecast

14.12.2

18.5 Insertion of revenue streams at Schedule 25 of the Concession

Agreement and confirmation that these comprise the Base Case

Operating Revenues

14.12.2

18.6 Outline outputs and assumptions to include the technical approach and

summary forecast information required at section 14.12.3

14.12.3

18.7 Demonstration that revenue forecasts are consistent with ability to

deliver patronage on the Network

14.12.4

18.8 Any further relevant information to demonstrate knowledge and

understanding of delivery of the Authority's key objectives

14.12.5

18.9 Downside scenario revenue and patronage forecasts (including a

completed proforma in the form at Appendix 5, supporting explanation

and mitigation strategy in respect of shortfall)

14.12.6

18.10 Upside scenario revenue and patronage forecasts (including a

completed proforma in the form at Appendix 5, supporting information

and mitigation strategy in respect of overcrowding)

14.12.6

19. Costs of labour and materials relating to the Broadmarsh Tramstop including

any indexation factors

14.14.1

20. Cost implications of Hub Option 2 and Hub Option 3 including any indexation

factors

14.14.2

21. Cost implications of A453 Option 2 including any indexation factors 14.14.3

22. Cost implications of providing the flood wall at Wilford and Crompton Acres

including any indexation factors

14.14.4

23. Network extension financing plan 14.15.1

24. Network extension procurement plan 14.15.2

KB/KB/61891/1/UKM/27359957.1 92


Section of

ITN

25. Network extension project operations staff and daily rates 14.15.3

26. Network extension operating and maintenance costs (in the form set out at

Appendix 20)

14.15.4

27. Additional tram pricing mechanism 14.16

28. Implications arising from use of conductors 14.17

29. Small works rates 14.18

30. Preferred option for calculating equity compensation on termination 14.19

Legal Submission Requirements

31. Base Tender mark up 15.1

32. Base Tender mark up commentary in the form set out at Appendix 12 15.1

33. Additional mark up for each additional Tender submitted or confirmation that

no further amendments are required over and above those in the Base Tender

mark up

15.2

34. Where applicable, commentary for each additional mark up submitted in the

form set out at Appendix 12

15.3

35. Subcontract and interface heads of terms 15.6.1

36. Completed Tender Form in the form set out at Appendix 3 15.6.2

KB/KB/61891/1/UKM/27359957.1 93

APPENDIX 5 – REVENUE AND PATRONAGE PRO-FORMA

Note to Candidates: this is provided as a separate spreadsheet

KB/KB/61891/1/UKM/27359957.1 94

APPENDIX 6 – FORM OF CONFIDENTIALITY AND INTELLECTUAL PROPERTY

UNDERTAKING

DATED

(1) [NAME OF RECIPIENT]

- and -

(2) ARROW LIGHT RAIL LIMITED

- and -

(3) BOMBARDIER TRANSPORTATION UK LIMITED

- and -

(4) CARILLION CONSTRUCTION LIMITED

- and -

(5) TRANSDEV TRAM U.K. LIMITED

- and -

(6) NOTTINGHAM CITY TRANSPORT LIMITED

-and-

(7) NOTTINGHAM CITY COUNCIL

- and -

(8) NOTTINGHAMSHIRE COUNTY COUNCIL

UNDERTAKING & INDEMNITY IN RESPECT OF

INTELLECTUAL PROPERTY & CONFIDENTIAL

INFORMATION

(MADE AS A DEED)

KB/KB/61891/1/UKM/27359957.1 95

THIS DEED OF UNDERTAKING AND INDEMNITYis made on 200[ ]

BY

(1) [name of recipient of confidential information/intellectual property], whose registered office is

at [ ] (the "Recipient")

TO

(2) ARROW LIGHT RAIL LIMITED (company number 3942516);

(3) BOMBARDIER TRANSPORTATION U.K. LTD (company number 2235994);

(4) CARILLION CONSTRUCTION LIMITED (company number 594581);

(5) TRANSDEV TRAM UK LIMITED (company number 3672941);

(6) NOTTINGHAM CITY TRANSPORT LIMITED (company number 02004967);

(7) NOTTINGHAM CITY COUNCIL (of Guildhall, Nottingham, NG1 4BT); and

(8) NOTTINGHAMSHIRE COUNTY COUNCIL (of County Hall, West Bridgford,

Nottingham NG2 7QP),

(individually a "Beneficiary", collectively the "Beneficiaries");

DEFINITIONS

"Confidential Information" means all information of a confidential or proprietary nature (including

information imparted orally) relating to the System and/or any Network Extension;

"Concession Agreement" means the Concession Agreement entered into on 31 March 2000 between

the Promoters and Arrow Light Rail Limited, as amended by an amending agreement dated 11 May

2000, pursuant to which Arrow Light Rail Limited were awarded a concession to design, construct,

operate and maintain the System;

"Intellectual Property"means any and all patents, trade marks, services marks, copyright, moral

rights, rights in a design, know-how (whether or not the same constitutes Confidential Information),

and all or any other intellectual or industrial property rights whether or not registered or capable of

registration and whether subsisting in the United Kingdom or any part of the world;

"Network Extension"means any further light rail system(s) in the City of Nottingham and/or

elsewhere connecting either (1) with the System or (2) with any other system which connects with the

System;

"Promoters" means Nottinghamshire County Council and Nottingham City Council;

"Purpose" means:

(a) preparation for, and/or inclusion in a tender for a Network Extension;

(b) the design and construction of a Network Extension; and/or

(c) preparation for and performance of services as a Successor Concessionaire;

KB/KB/61891/1/UKM/27359957.1 96

"Successor Concessionaire"means any person appointed or intendedto be appointed to operate

and/or maintain the System following termination or expiry of the Concession;

"System" means the light rail transit system to be developed and operated pursuant to the Concession

Agreement.

RECIPIENT'S OBLIGATIONS

In consideration of the disclosure to it by the Promoters or any Beneficiary of Confidential

Information and Intellectual Property, the Recipient shall:

(a) keep the Confidential Information secret;

(b) only disclose the Confidential Information to any employee or advisor of the Recipient who is

necessarily engaged in the Purpose and the Recipient shall ensure that such employee or

advisor (as the context requires) enters undertakings of a similar nature to those set out in this

Deed and keeps the Confidential Information secret;

(c) use the Confidential Information and the Intellectual Property only for the Purpose; and

(d) not copy the Confidential Information without the prior written consent of the Beneficiaries.

INFORMATION IS THE DISCLOSER'S PROPERTY

(a) The Recipient acknowledges that the Confidential Information, and the media and tangible

property recording it, is the absolute property of the Beneficiaries or one or more of them. The

Recipient shall, on request by a Beneficiary at any time, return to that Beneficiary the

Confidential Information including any copies, notes, drawings or recordings made of the

Confidential Information (or, where applicable and if the Beneficiary so requests, the

Recipient shall destroy or erase the same), provided always that such request shall only be

made by the Beneficiary who owns such Confidential Information.

(b) The Recipient shall on request by a Beneficiary at any time return to that Beneficiary the

Intellectual Property including any copies, notes, drawings or recordings made of the

Intellectual Property (or where applicable and if the Beneficiary so requests destroy or erase

the same) provided always that such request shall only be made by the Beneficiary who owns

such Intellectual Property.

EXCEPTIONS

The Recipient's obligations under this Deed shall not extend to Confidential Information which the

Recipient can prove to the Beneficiaries' reasonable satisfaction:

(a) has ceased to be secret without default on the Recipient's part;

(b) was already in the Recipient's possession prior to disclosure by a Beneficiary; and/or

(c) has been received by the Recipient from a third party who did not acquire it in confidence.

SPECIFIC PERFORMANCE

The Recipient acknowledges that in the event of misuse of the Confidential Information damages may

not be an adequate remedy and that the Beneficiaries will be entitled to injunctive relief in respect of

any unauthorised disclosure of the Confidential Information.

KB/KB/61891/1/UKM/27359957.1 97

INDEMNITY

The Recipient hereby indemnifies the Beneficiaries (and agrees to keepthem so indemnified on

demand) in full from and against any loss, damage, costs and expenses suffered or incurred by the

Beneficiaries arising as a result of the use by the Recipient of the Confidential Information and/or

Intellectual Property other than for the Purpose.

DURATION

This Deed shall cease to apply to:

(a) any Confidential Information which enters the public domain otherwise than by breach of this

Deed; or

(b) any Intellectual Property in respect of which the Recipient obtains the consent (by licence or

otherwise) from the proprietor of the Intellectual Property for its use on terms other than those

permitted by this Deed.

GOVERNING LAW

This Deed is governed by, and shall be construed in accordance with English law and the parties agree

to the jurisdiction of the English Courts.

WAIVER

Any failure by any Beneficiary at any time to enforce any provision of this Deed shall not prejudice

any future enforcement of any right under this Deed.

Executed by the Recipient as a Deed and delivered on the date stated at the beginning.

Director :

Signature………………………

Print Name………………………

Director/Company Secretary/In the presence of:

Signature………………………

Print Name………………………

KB/KB/61891/1/UKM/27359957.1 98

APPENDIX 7 – DATA ROOM INDEX

Note to Candidates: this is provided as a separate document

KB/KB/61891/1/UKM/27359957.1 99

APPENDIX 8–DESIGN SERVICES CONTRACT AND ILLUSTRATIVE DESIGN SOLUTION

ROAD MAP

Note to Candidates: this is provided as a separate document and is available in the Data Room with

reference 241592-SM3-REP-001

KB/KB/61891/1/UKM/27359957.1 100

APPENDIX 9 – FORM OF WARRANTY TO BE PROVIDED BY MOTT MACDONALD

LIMITED

DATED

(1) MOTT MACDONALD LIMITED

- and -

(2) NOTTINGHAM CITY COUNCIL

- and -

(3) [BENEFICIARY]

COLLATERAL WARRANTY

IN FAVOUR OF [THIRD

PARTIES] FROM THE

DESIGN CONSULTANT

relating to

the provision of design services for NET

Phase Two

(Made as a Deed)

KB/KB/61891/1/UKM/27359957.1 101

THIS AGREEMENT is made as a deed on

BETWEEN

(1) MOTT MACDONALD LIMITED (Company Number 1243967 ) whose registered office is

at St Anne House, 20-26 Wellesley Road, Croydon, Surrey CR9 2UL ("Design Consultant");

(2) NOTTINGHAM CITY COUNCIL of The Guildhall, Nottingham, NG1 4BT ("Authority"

which expression shall include its successors and permitted assignees); and

(3) [ ] (Company Number ) whose registered office is at

[ ] ("Beneficiary") which term shall include its successors and permitted

assignees); and

BACKGROUND

A By an agreement in writing dated [ ] ("Design Services Contract"),the

Authority (together with Nottinghamshire County Council) appointed the Design Consultant

to provide various services in connection with NET Phase Two and the Network.

B [The Authorityand the Concessionaire have entered into a contract under which the

Concessionaire has been appointed todesign, build, commission, fund, operate and/or

maintain NET Phase Two and/or the Network or any part or parts thereof.][Note: Insert other

description as appropriate for the relevant class of Beneficiary]

C The Design Consultant has agreed to enter into this Agreement with the Beneficiary.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following words and expressions have the following meanings,

unless the context requires otherwise:

"Agreement"means this document (as amendedfrom time to time in accordance

with its terms);

["Concessionaire Contract" means the contract to be entered into or entered into by

the Authoritywith the Concessionaire in relation to the completion of the design,

carrying out the construction, commissioning, funding, operation and/or maintenance

of NET Phase Two and/or the Network or any part or parts thereof;][Note: delete as

appropriate]

"Party"means each and any of the parties to this Agreement and Parties shall be

construed accordingly;

1.2 Unless the context requires otherwise:

1.2.1 words importing:

1.2.1.1 the singular include the plural and vice versa; and

1.2.1.2 one gender include all other genders.

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1.2.2 a reference to:

1.2.2.1 persons includes firms, companies, corporations,

partnerships, trusts, authorities and other incorporated and/or

unincorporated bodies; and

1.2.2.2 a recital, clause or Schedule is a reference to a recital, clause

or Schedule of or to this Agreement;

1.3 The list of contents and clause headings in this Agreement are included for

convenience only and do not affect its interpretation; and

1.4 Where a Party comprises two or more persons:

1.4.1 any obligations on the part of that Party contained or implied in this

agreement are deemed to be joint and several obligations on the part of

those persons; and

1.4.2 references to that Party shall include references to each and any of those

persons.

1.5 Unless otherwise defined hereunder, where the Design Services Contract defines a

meaning to any capitalised word or expression usedin this Agreement, the same

meaning shall be given to it in this Agreement;

1.6 In the case of any unintended conflict between the definition or interpretation of

words or expressions in this Agreement and the Design Services Contract, the Design

Services Contract shall prevail save where by express words or where it is apparent

from the context that the contrary is intended in this Agreement.

2. STANDARD OF CARE AND SCOPE OF SERVICES

2.1 The Design Consultant warrants and undertakes to the Beneficiary that:

2.1.1 it has carried out and shall carry out the Services and other duties and

obligations under the Design Services Contract subject to and in accordance

with the terms thereof; and

2.1.2 in addition to and without derogation from clause 2.1.1, the Design

Consultant warrants tothe Beneficiarythat, in the performance of the

Services and its other obligations under the Design Services Contract it shall

exercise all professional skill, care and diligence to be expected of a properly

qualified and competent design services provider, architect, civil and

structural engineer, mechanical and electrical engineer, quantity surveyor and

(where instructed so to act) CDM Co-ordinator (or such other professional as

may be appropriate having regard to the particularService) experienced in

performing services similar to the Services in connection with projects of a

similar size, scope and complexity.

2.2 The Design Consultant hereby acknowledges that at all times it was in the Design

Consultant's contemplation that the Beneficiary may rely on the Services to be

provided by the Design Consultant pursuant and subject to the Design Services

Contract.

2.3 Following execution of the Design Services Contract, the Authority and the Design

Consultant have together further developed the scope of the Services to be provided

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by the Design Consultant. The Parties acknowledge and agree that for the purpose of

this Agreement only:

2.3.1 the scope of Services to be provided by the Design Consultant pursuant to the

Design Services Contract shall be deemed to be that set out in Schedule 1 to

this Agreement and this shall replace schedule 1 (Scope of Services) of the

Design Services Contract; and

2.3.2 the definition of "Services" shall apply mutatis mutandis.

3. COPYRIGHT LICENCE

3.1 The Design Consultant hereby grants tothe Beneficiaryan irrevocable, perpetual,

royalty-free and non-exclusive licence to use such Design Consultant IPR as may be

necessary forthe Beneficiaryto use in relation to any projects associated with the

Services, NET Phase Two and/or the Network. This licence shall carry the right to

grant sub-licences, and be freely transferable to third parties. The Design Consultant

shall be liable for the Design Consultant IPR only to the extent that it is used for the

purposes for which it was intended.

3.2 In so far as ownership of the copyright and any other Intellectual Property Rights in

any Service Deliverable prepared or provided by the Design Consultant in connection

with NET Phase Two is vested in any person other than the Authority or the Design

Consultant including, without limitation, any Design Consultant Party, the Design

Consultant shall procure for the Beneficiary the benefit of such a licence as is referred

to in clause 3.1 for the purposes referred to therein.

3.3 The Design Consultant shall, if so requested at any time, execute such documents and

perform such acts (including the grant tothe Beneficiaryof a licence to use any

Design Consultant Software and/or any Third Party Software and/or any Specially

Written Software) as may be required fully and effectively to assure to the Beneficiary

or any third party the rights referred to in this clause 3.

3.4 The Design Consultant shall provide to the Beneficiary a copy of any of the Service

Deliverables (but not any which are Confidential Information and for these purposes

the Beneficiary shall not be entitled to and the Design Consultant shall not provide a

copy of any such Service Deliverable) as soon as reasonably practicable after receipt

by the Design Consultant of a written request from the Beneficiary to do so.

3.5 The Design Consultant undertakes to the Beneficiary that the use by the Beneficiary

of any of the Service Deliverables for any purpose provided for in this clause 3 shall

not infringe the rights of any third party in relation to the Service Deliverables.

4. REQUIRED INSURANCES

4.1 The Design Consultant undertakes that:

4.1.1 it has maintained and shall maintain during the performance of its

obligations under the Design Services Contract each of the Required

Insurances in accordance with the requirements of clause 15 (Required

Insurances) and Schedule 6 (Required Insurances) of the Design Services

Contract;

4.1.2 cover under the professional indemnity insurance is extended to include

the Design Consultant's liabilities under this Agreement;

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4.1.3 this Agreement has been disclosed to the Design Consultant's current

professional indemnity insurers or brokers (as the case may be) and shall

be disclosed to any future professional indemnity insurers or brokers

providing the insurance required by this Agreement; and

4.1.4 the Design Consultant shall abide by the terms and conditions of

insurance and not do or omit to do anything that might prejudice the cover

or its right to make a claim.

4.2 As and when required bythe Beneficiary, the Design Consultant shall produce for

inspection documentary evidence that such insurance is being properly maintained.

4.3 The Design Consultant shall not make any material alteration to the terms of the

Required Insurances withoutthe Beneficiary'sprior approval which approval shall

not be unreasonably withheld. If the insurer makes or attempts to make any material

alteration or purports to withdraw cover, or if the Design Consultant is unable to

obtain professional indemnity insurance, the Design Consultant shall promptly give

notice of this to the Beneficiary.

5. BENEFICIARY'S OBLIGATIONS

5.1 TheBeneficiary has no liability whatsoever to the Design Consultant in respect of

amounts payable to the Design Consultant under the Design Services Contract.

5.2 The Beneficiary has no authority to issue any direction or instruction to the Design

Consultant in relation to the performance of the Design Consultant's obligations under

the Design Services Contract.

6. ASSIGNMENT

6.1 The Design Consultant shall not assign, novate or otherwise transfer the whole or any

part of the Agreement without the prior written agreement of the Beneficiary .

6.2 The whole of this Agreement may be assigned, or otherwise transferred by way of

absolute legal assignment on 2 occasions without consent and a further 2 occasions

with the consent of the Design Consultant (such consent not to be unreasonably

withheld or delayed).

6.3 The Design Consultant undertakes tothe Beneficiarynot to contend in any court

proceedings under this Agreement that any person to whom the Beneficiary assigns or

has assigned its rights under this Agreement or any of them in accordance with the

foregoing provisions of this clause is to be precluded from recovering any loss

resulting from any breach of this Agreement (whenever happening) by reason that

such person is an assignee and not the original contracting party under this Agreement

or by reason thatthe Beneficiarynamed under this Agreement or any intermediate

assignee of the Beneficiary escaped loss resulting from such breach by reason of the

disposal of its interest in the same.

7. LIABILITY OF THE DESIGN CONSULTANT

7.1 The responsibility of the Design Consultant under this Agreement is not to be reduced

or in any way released or limited by any enquiry or inspection by or on behalf of any

person notwithstanding that such enquiry or inspection may give rise to a claim by the

Beneficiary against a third party.

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7.2 Subject to clause 7.4, the rights and benefits conferred upon the Beneficiary by this

Agreement are in addition to any other rights and remedies that the Beneficiary may

have against the Design Consultant including (without prejudice to the generality of

the foregoing) any remedies in tort.

7.3 In the event of any claim bythe Beneficiaryunder this Agreement, the Design

Consultant shall be entitled to rely upon any defence, right, limitation or exclusion

under the Design Services Contract as thoughthe Beneficiarywere named as the

Authority under it, except that:

7.3.1 the Beneficiaryshall not be affected by any subsequent variation of the

Design Services Contract which would adversely affect the obligations

owed by Design Consultant or the waiver, compromise or withdrawal of

any claim made by the Authority; and

7.3.2 the Design Consultant shall not be entitled to exercise any right of set-off,

retention or withholding againstthe Beneficiaryto which the Design

Consultant may be entitled as against the Authority.

7.4 The liability of the Design Consultant under this Agreement when aggregated with its

liability under the Design Services Contract [and any other warranties which the

Design Consultant is required by the Authority to provide pursuant to clause 24 of the

Design Services Contract] shall not exceed any limitation on the Design Consultant's

liability set out in the Design Services Contract.1

7.5 Nothing in this clause shall operate to exclude or limit the Design Consultant's

liability for death or personal injury.

8. NOTICES

8.1 Any notice required to be given under this Agreement is to be hand delivered or sent

by prepaid registered or recorded delivery post to the Party concerned at its address

set out in this Agreement or to such other addresses as may be notified by such party

for the purposes of this clause.

8.2 Any notice given pursuant to this clause, if sent by registered or recorded delivery, is

deemed to have been received 48 hours after being posted.

9. INVALID TERMS

If any term of this Agreement shall be held to any extent to be invalid, unlawful or

unenforceable

9.1.1 that term shall to that extent be deemed not to form part of this Agreement; and

9.1.2 the validity and enforceability of the remainder of this Agreement shall not be

affected.

1Note: Clause 24 envisages the provision of individual warranties to various members of the concessionaire

consortium including subcontractors, shareholders, funders etc.

KB/KB/61891/1/UKM/27359957.1 106

10. VARIATIONS AND WAIVERS TO BE IN WRITING

No variation, alteration or waiver of any of the provisions of this Agreement shall be effective

unless it is in writing and signed by or on behalf of all the Parties hereto.

11. WAIVER

11.1 Save where expressly stated, no failure or delay by any Party to exercise any right or

remedy in connection with this Agreement shall operate as a waiver of it or of any

other right or remedy nor shall any single or partial exercise preclude any further

exercise of the same, or of some other right or remedy. A waiver of any breach of this

Agreement shall not be deemed to be a waiver of any subsequent breach.

11.2 The Parties' rights and remedies under this Agreement are, except where provided

otherwise in this Agreement, independent, cumulative and do not operate to exclude

one another or any rights or remedies provided by law.

12. JURISDICTION AND LAW

The Parties agree that any dispute in relation to this Agreement shall be conducted in

accordance with clause 22 (Dispute Resolution Procedure) and/or clause 23 (Adjudication

Procedure) of the Design Services Contract.

13. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement will have no right under the Contracts (Rights

of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect

any right or remedy of any person which exists or is available otherwise than pursuant to that

Act.

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EXECUTED (but not delivered until the date

hereof) as a deed by MOTT MACDONALD

LIMITED acting by two directors or a director

and the secretary

)

)

)

Director

Director/Secretary

EXECUTED (but not delivered until the date

hereof) as a deed by [Beneficiary] acting by two

directors or a director and the secretary

)

)

)

Director

Director/Secretary

The Common Seal of

Nottingham City Council

was hereunto affixed in the presence of:

Authorised Signatory

)

)

)

KB/KB/61891/1/UKM/27359957.1 108

SCHEDULE 1 - DEVELOPED SCOPE OF SERVICES

[Note to Candidates - this will be provided at a later stage in the tender process]

KB/KB/61891/1/UKM/27359957.1 109

APPENDIX 10 – TECHNICAL/QUALITY EVALUATION MATRIX


KB/KB/61891/1/UKM/27359957.1 110

APPENDIX 11 – CONCESSION AGREEMENT: SUMMARY OF KEY ISSUES

1. INTRODUCTION

This appendix provides a brief overview of the draft Concession Agreement and highlights

some of the key issues dealt with in it. Capitalised terms in this appendix have the meaning

given in the draft Concession Agreement.

By its nature, this appendix is a brief summary only of the issues referred to in it and is not a

substitute for reading the Concession Agreement or associated documentation. Important

provisos and qualifications are not always mentioned.

2. CONCESSION AGREEMENT - OVERVIEW

Unlike many other PFI sectors, there is no standard guidance specific to the drafting of

contractual documentation for light rail PFI projects. Accordingly, the Authority has agreed

with Partnerships UK and the Department for Transport that the Concession Agreement

should be based on "HM Treasury's Standardisation of PFI Contract Terms version 4"

("SoPC4"), amended where appropriate to deal with lessons learnt from the Authority's

experience of delivering NET Line One as a PFI project and other light rail procurements.

Significant parts of SOPC4 standard drafting are now sufficiently well established to be

included in transaction documents without amendment ("required drafting"), which

contracting authorities are obliged to follow unless a project or sector specific reason exists for

derogating from such drafting. Where derogation from such required drafting is considered

necessary, approval to such derogation is required. For the most part, SoPC4 required drafting

has been adopted in the Concession Agreement. Those derogations that have been considered

necessary are incorporated into the draft Concession Agreement issued with the ITN and have

been approved by Partnerships UK. Candidates should minimise any further derogations in

their mark-ups and provide detailed justification for any derogations proposed.

The following paragraphs briefly highlight some of the key issues dealt.

3. PART A - PRELIMINARY MATTERS

3.1 Clause 2 - Term of the Agreement

The term of the Concession Agreement is around 22 years and 9 months from the

Commencement Date, subject to earlier termination in accordance with the terms of

the Concession Agreement.Candidates may submit alternative proposals if they can

demonstrate that better value for money can be obtained from a different term.

Michael Bowsher QC has confirmed that, for the purposes of the Public Contracts

Regulations 2006 and EU procurement law, the Concession Agreement is properly

classified as a works concession. As the new EU regulation on Public Passenger

Transport Services (1370/2007) does not apply to works concessions, the duration of

the Concession Agreement is not restricted by the provisions of that regulation

3.2 Clause 5 - Indemnity and Compensation Claims

Under clause 5, the Concessionaire gives a general indemnity to the Authority,

covering death, personal injury, damage to property, breach of statutory duty and

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other claims and lossesarising from the design, construction, operation or

maintenance of the Network. The form of indemnity follows standard SoPC4

required drafting.

Under clause 5.2, the Concessionaire is not responsible for:

matters arising as a direct result of acting on the Authority's instructions;

losses caused by the Authority's breach, negligence or wilful misconduct;

compensation payable under section 10 of the Compulsory Purchase Act 1965

in respect of land taken or injuriously affected (unless caused by the

Concessionaire's failure to comply with the Concession Agreement);

compensation payable under Part I of the Land Compensation Act 1973 in

respect of depreciation in land value as a result of physical factors (e.g. noise,

vibration, lighting etc.) caused by the use of the works (unless caused by the

Concessionaire's failure to comply with the Concession Agreement).

4. PART B - PROPERTY AND COMPENSATION MATTERS

4.1 GNLRTA and the Order

NET Line One was constructed using powers under the Greater Nottingham Light

Rapid Transit Act 1994. The powers to construct NET Phase Two and operate the

integrated Network are contained in the Nottingham Express Transit System Order

2009, which repeals the majority of the 1994 Act. The Order empowers the Authority

to acquire compulsorily all land necessary for NET Phase Two.

4.2 Third Party Rights

Third party private rights of way are extinguished (or suspended in the case of

temporary possession), by article 41 of the Order.Other third party rights and

covenants are rendered unenforceable if any breach is attributable to the exercise of

the works authorised by the statute under which the land was acquired or the statutory

powers conferred on the Authority as a result of the common law relating to s.10 of

the Compulsory Purchase Act 1965 and its predecessors. Full property due diligence

by Candidates should therefore be unnecessary.

4.3 Clause 8.1 - Licences

Under clause 8.1 the Authority licenses land required for the purposes of the Project

Operations to the Concessionaire. There are four licences:

Clause 8.1.1.1 - Land required by the Concessionaire temporarily (known as

Hand Back Land) is licensed only for the period required in order to carry out

the relevant works and must then be handed back by the Concessionaire

properly reinstated in accordance with clause 8.4;

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Clause 8.1.1.2-Phase Two Land required permanently is licensed for the

carrying out of the Works until the grant of the full operational licence

pursuant to clause 8.1.1.4;

Clause 8.1.1.3 - The NET Line One Operational Land and associated assets

(including existing trams) are licensed to the Concessionaire from the day

after financial close until the grant of the full operational licence pursuant to

clause 8.1.1.4;

Clause 8.1.1.4-This sets out a full operational licence for thecontinued

operation of the integrated Network including NET Line One following

completion of the Phase Two works.

4.4 Clause 8.2 - Cost of the Available Land

The Authority is responsible for land acquisition costs in respect of the Notified Land

(i.e. the land identified prior to financial close by the Concessionaire as being required

- see section 7 of the ITN for further details). The Concessionaire is required, under

clause 8.2.4, to take reasonable steps to minimise the Authority's compensation

liability, in particular by complying with its Land Strategy.

Under clause 8.3, if the Concessionaire requires additional Available Land over and

above the Notified Land, the Authority will use reasonable endeavours to acquire it at

the Concessionaire's cost, provided the Concessionaire notifies the Authority before

23 December 2013.

The Concessionaire is responsible for all other land duties, rates and taxes.

4.5 Clause 9 - The Land

Under clause 9, the Concessionaire is deemed to have undertaken extensive due

diligence in relation to the condition of the Land."Land"is defined widely and

includes NET Line One and all land (including structures) over which the

Concessionaire obtains any interest/right in connection with carrying out the Project

Operations.

The condition of the Land is the sole responsibility (and risk) of the Concessionaire.

The Concessionaire is not entitled to make any claim against the Authority in relation

to the condition of the Site, including in relation to any incorrect information provided

by the Authority relating to the Land.

The Concessionaire indemnifies the Authority against any Losses arising in

connection with any Environmental Contamination at the Land.

5. PART C - DESIGN, REVIEW, CONSTRUCTION AND COMMISSIONING

5.1 Clause 10 - Design Process and Review Procedure

Clause 10 sets out the process by which the Design for NET Phase Two will be

developed by the Concessionaire. As is typical under a PFI structure, the

Concessionaire has responsibility for all aspects of the Design and the Authority does

not generally retain approval rights in respect of that Design.

Certain key aspects of the Design are classified as "Reviewable Design Data", being

items of the Design (which are set out in schedule 9 (Reviewable Design Data)),

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which the Concessionaire is required to submit to the Authority for formal review in

accordance with schedule 8 (Review Procedure).

The Authority may raise comments or objections to Category 1 RDD (which relates to

approval of the Tram (as specified in Annex M of the Concession Specification) and

Tram wrap design and application) on any grounds it sees fit. The grounds on which

the Authority may raise comments or objections to any other Reviewable Design Data

are limited to those specified in paragraph 3 of schedule 8.

No review, objection, comment or approval by the Authority under schedule 8 will

operate to exclude or limit the Concessionaire's obligations or liabilities under the

Concession Agreement.

5.2 Clause 11 - Consents

To the extent that the Authority has not already obtained necessary Consents prior to

the date of the Concession Agreement, the Concessionaire is responsible for

obtaining, implementing and maintaining all Consents necessary for the performance

of the Project Operations.

5.3 Clause 13 - Works and Health & Safety

The Concessionaire is responsible for performance of the Works, which includes the

design, construction, testing, commissioning and completion of the Network in

accordance with the specified standards.

The Concessionaire is required to use best endeavours to complete the Works by the

Planned Full Services Commencement Date (i.e. the planned date on which the

Concessionaire will be operating passenger services on both NET Line One and the

extended Network).

Under the Concession Specification, the Concessionaire is responsible for the safety

of all design and works and for the safety of all construction operations and methods

of construction.

The Concessionaire is also responsible under the Concession Agreement for

compliance with the Railways and Other Guided Transport Systems (Safety)

Regulations 2006 ("ROGS") and in particular for developing and operating a Safety

Management System and for ensuring that new infrastructure and rolling stock meet

the requirements of the Safety Verification Scheme developed by a "competent

person" before being brought into operation. The Authority's initial draft Safety

Verification Scheme is set out in part 2 of schedule 10. The Concessionaire will be

expected to appoint a competent person to further develop this andapprove new

infrastructure and rolling stock against it as specified in section 3.3 (Health and

Safety) of the Concession Specification.

5.4 Clauses 20 and 21 - Independent Certifier and Practical Completion

The Parties will jointly appoint an Independent Certifier, on the terms of the

"Independent Certifier Contract", who will be responsible for inspecting the Works in

accordance with clause 21 (Completion of the Works) and issuing the Certificate of

Practical Completion. Under clause 21.3, this must be obtained before the

Concessionaire is entitled to operate passenger services on the extended Network.

However, Candidates may make proposals for staged opening if they wish.

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5.5 Clause 21.6 - Title and Risk

Ownership of the Works, the NET Phase Two Trams and the Network is passed from

the Concessionaire to the Authority on delivery of such items to the Land. However,

risk (for example, the risk of loss, theft, damage or destruction) in such items remains

with the Concessionaire. The Concessionaire is obliged to insure these risks.

Ownership of the NET Line One Licensed Assets (i.e. the NET Line One Trams and

NET Line One Operational Land) remains with the Authority. However, risk in such

items (and in NET Line One) is passed to the Concessionaire on the NET Line One

Services Commencement Date. Again, the Concessionaire is obliged to insure these

risks.

6. PART D - OPERATION AND MAINTENANCE

6.1 Clause 22 - The Services

The Concessionaire is responsible for the provision of the NET Line One Services

from the NET Line One Services Commencement Date (the day after financial close)

and the Full Services (being the operation and maintenance of passenger services on

both NET Line One and the extended Network) from the Full Services

Commencement Date.

6.2 Clause 25 - Performance Monitoring

The Concessionaire will provide the Authority with a monthly Service Performance

Report to any aspects of its performance which fail to meet the Performance

Measures.

7. PART E - GENERAL OBLIGATIONS

7.1 Clause 31 - Timetable

From the Commencement Date, the Concessionaire is required to provide the NET

Line One Services in accordance with the Initial Published Timetable. Following the

Full Services Commencement Date, the Concessionaire is required to provide the Full

Services in accordance with the Full Published Timetable.

The Concessionaire is entitled to alter the timetables from time to time, provided that

the alteration complies with the Concession Specification and the other requirements

of the Agreement.

7.2 Clause 33 - Byelaws and Anti Social Behaviour Orders

The Concessionaire will produce the byelaws for the Network, for approval by the

Authority, and will be responsible for byelaw enforcement.

7.3 Clause 34 - Penalty Fares

The Concessionaire will operate a penalty fare scheme on the Network, in accordance

with the provisions of the Order.

7.4 Clause 35 - Exercise of Functions under the Order and 1994 Act

The Authority will transfer a number of its functions under the Order and the 1994

Act to the Concessionaire and the Concessionaire will be responsible for the

KB/KB/61891/1/UKM/27359957.1 115

performance of those functions. The functions to be transferred to the Concessionaire

("Transferred Functions") and those to be retained by the Authority ("Retained

Functions") are set out in schedule 5. The Concessionaire indemnifies the Authority

against any Losses incurred by the Authority in connection with the Concessionaire's

exercise of the Transferred Functions.

7.5 Clause 36 - Third Party Undertakings and Agreements

The Authority will transfer or sub-contract performance of a number of its obligations

under the agreements and undertakings reached with third parties in relation to the

Project to the Concessionaire. These are referred to as Delegated Obligations. The

Concessionaire indemnifies the Authority against any Losses incurredby the

Authority in connection with the Concessionaire's performance of the Delegated

Obligations.

7.6 Clause 37 - Insurance

Under clause 38, the Parties are required to comply with the provisions of schedule 26

(Required Insurance), which is based on standard SoPC4 drafting. This requires the

Concessionaire to take out a maintain a project-specific insurance programme.

8. PART F - FINANCIAL MATTERS

8.1 Clauses 38, 43 and 52 - Payment Mechanism and Other Revenues

The Authority will pay the Concessionaire the Unitary Charge, calculated in

accordance with schedule 4 (Payment Mechanism). 35% of the Unitary Charge is

payable from the NET Line One Services Commencement Date and this uplifts to

100% from the Full Services Commencement Date. The payment mechanism is

relatively straightforward and based on that successfully employed for NET Line One.

Under it, the Concessionaire's monthly payment entitlement is calculated by reference

to the Concessionaire's performance against the Performance Measures as set out in

schedule 4.

In addition to receiving the Unitary Charge, the Concessionaire is entitled to retain the

revenues generated by the Network, subject to the sharing mechanism set out in clause

52. This entitles the Authority to a 30% share of any Operating Revenues which are

more than 10% above the Concessionaire's Base Case Operating Revenues over each

five year period from the NET Line One Services Commencement Date.

As the Concessionaire is taking the risk of fluctuations in patronage revenue, the

Concessionaire has sole responsibility for determining fare levels on the Network.

8.2 Clause 44 - Compensation Events

If as a result of the occurrence of a Compensation Event (i.e. Authority breaches and

certain highways changes), the Concessionaire:

(a) is unable toachieve Full Service Commencement on or before the Planned

Full Service Commencement Date; and/or

(b) is unable to comply with its obligations under the Concession Agreement;

and/or

(c) incurs costs or loses revenue,

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the Concessionaire may apply for relief from its obligations and/or claim

compensation from the Authority.

8.3 Clause 45 - Relief Events

Relief Events are events which prevent performance by the Concessionaire of its

obligations at any time, in respect of which the Concessionaire bears the financial risk

in terms of increased costs and reduced revenue but for which it is given relief from

termination for failure to provide the Works or Services in accordance with the terms

of the Concession Agreement.

Provided the Concessionaire complies with theprovisions of clause 48, in terms of

notifying the Authority of the occurrence of the Relief Event etc., (where relevant) the

Planned Full Services Commencement Date will be postponed by a period reasonable

for such Relief Event and the Authority will notbe entitled to terminate the

Concession Agreement.

However, during the time that the Relief Event is subsisting, the Authority will be

entitled to continue making deductions pursuant to schedule 4 (Payment Mechanism).

8.4 Clause 47 - Performance and Financial Adjustments

Under the terms of the Concession Agreement, the occurrence of certain events, for

example Compensation Events, Authority Changes etc. ("Relevant Events") may

result in a requirement to adjust the Unitary Charge. Clause 49 sets out the

mechanism by which such financial consequences shall be determined and the

relevant adjustments made so that the Concessionaire is left in no better and no worse

a position.

9. PART G - CHANGES AND NETWORK EXTENSIONS

9.1 Clauses 55 to 61 - Network Extensions

These provisions of the draft Concession Agreement set out a mechanism to enable

the parties to agree terms in relation to the design, construction, financing,

maintenance and/or operation of any futureextensions and/or additions to the

Network which may be proposed by the Authority in its absolute discretion from time

to time.

Extensions and additions currently under consideration by the Authority include

(without limitation) all (or any part) of each (or any) of the following:

(a) Tramway lines:

from Hucknall to Linby;

from the Park & Ride facility at Phoenix Park to Kimberley and/or

Watnall;

from Nottingham to West Bridgford towards Gamston and/or

Tollerton and/or Edwalton and/or Ruddington;

from Queens Medical Centre via Basford to Arnold;

from Nottingham to Gedling;

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from Nottingham to Gamston;

from Chilwell to Ilkeston;

from Clifton to South-West of Clifton towards East Midlands Airport;

and/or

from Chilwell to Stapleford and/or Sandiacre

(b) Tram/train lines:

from Nottingham to Gedling and/or Bingham; and/or

from Nottingham to Ilkeston,

in each case as varied or further extended by the Authority from time to time and

together with such other extensions and/or additions to the Network as the Authority

may consider appropriate from time to time.

The relevant provisions of the Concession Agreement were developed with leading

counsel, Kenneth Parker QC and Michael Bowsher QC, with the aim of enabling

future extensions to be implemented in accordance with EU procurement law within

the framework of the Concession Agreement and without needing to terminate it.

In summary, these clauses set out a procedure whereby, based on the updated financial

model developed by the Concessionaire for its funders, the terms for the construction,

financing, operation and maintenance of the extended system will be settled using the

following principles:

where possible, sub-contract packages will be openly tendered;

other costs and revenue changes will be subject to benchmarking based on the

information supplied by the Concessionaire as set out in appendix 20 to the

ITN;

existing funders will be offered the opportunity to fund the extension;

if the existing funders do not offer competitive terms, the Concessionaire will

seek terms for a refinancing;

debt: equity ratio will be dictated by bank terms; and

additional equity will be subscribed by the shareholders at the original

Internal Rate of Return (IRR) unless key assumptions change, in which case

there will be an adjustment to cater for this without changing the economic

balance of the contract.

In the event that the Authority is not satisfied with the terms settled for the extension

under the above mechanism, theAuthoritywill retain the right to terminate the

Concession Agreement. This will enable the Authority to terminate the Concession

Agreement if it wishes to do so, paying the same level of compensation as is payable

under SOPC 4 for a voluntary termination, except that instead of allowing Candidates

to choose which of the three methods of calculating equity compensation they prefer

from those specified in paragraph 21.3.6 of SOPC 4, all Candidates will be required to

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bid on the same basis of equity compensation. This will be market value of share

capital and junior debt.

Candidates should note that the Authority reserves the right to elect not to procure any

future extensions and/or additions to the Network under the Concession Agreement

and to procure any such extensions and/or additions by any alternative means it sees

fit.

10. PART H - TERMINATION

The termination and compensation on termination provisions generally follow SoPC4.

KB/KB/61891/1/UKM/27359957.1 119

APPENDIX 12 - MARK UP COMMENTARY

Clause

Ref.

Amendment Explanation for Amendment Pricing Implications (if

any) in £ if amendment

is rejected

KB/KB/61891/1/UKM/27359957.1 120

APPENDIX 13 - CAPITAL COST PROFORMA, RENEWAL AND REFURBISHMENT COST

PROFORMA AND PRICING DOCUMENT

Note to Candidates: these are provided as separate documents

KB/KB/61891/1/UKM/27359957.1 121

APPENDIX 14 - FINANCIAL PROFORMA


KB/KB/61891/1/UKM/27359957.1 122

APPENDIX 15 - PROCUREMENT DATA ROOM PROCEDURE

Note to Candidates: this is provided as a separate document

KB/KB/61891/1/UKM/27359957.1 123

APPENDIX 16 - KEY DEVELOPMENTS AND PROJECT INTERFACES

This Appendix is intended to provide information to Candidates in respect of key interfaces between

the Project and other major developments in the area. It is not intended to provide a comprehensive

list of all interfaces or stakeholder management issues.

1. Network Rail

NET Phase Two interfaces with Network Rail at two locations along the route;at its

interchange with Nottingham Station and, on the Chilwell line, at Lenton Lane. These are in

addition to the existing NET Line One interface along the Robin Hood Line corridor between

Wilkinson Street and Hucknall. The Authority recognises that these interfaces could present a

key risk for the delivery of Project and in order to mitigate this risk there has been significant

design development in this area, involving extensive dialogue and consultation with both

Network Rail and the affected train operating companies. There has also been extensive

dialogue and design coordination with the two major railway refurbishment schemes effecting

Nottingham Station; the Hub and the East Midlands Re-signalling (EMRS). Further

information on the NET interchange with the Hub is provided in paragraph 12 of this

Appendix 16.

During the development of the scheme for the Order, design proposals for the two tram

overbridges, i.e. at Nottingham Station and at Lenton Lane, were developed to Form A stage.

These outline designs enabled the scope of work to be determined and the construction

methodology to be developed to the level necessary to obtain the acceptance from the railway

industry stakeholders. At Nottingham Station, as a Grade II* structure, this also enabled the

aesthetics of the new bridge to be accepted by the local planning authority and, in terms of the

heritage impacts of the proposals, for any concerns of English Heritage to be addressed. The

Order also included listed building consents and conservation area consents applications for

the works affecting Nottingham Station and the proposals have been approved, subject to

conditions, as part of the Order.

Development of an acceptable construction methodology will be key to determining the

necessary possession requirements for working on or over the railway which, for such

potentially disruptive works, could require notice periods in excess of two years. In addition,

the availability of possessions at Nottingham Station may be particularly problematic due to

the night time stabling of trains. Prior to the Authority's application for the Order,

consultation with the TOC and the SFO at the time, Central Trains Ltd, led to the development

of an alternative stabling facility at Beeston. However, following subsequent liaison with the

new franchisee and SFO, EMT, and further investigation into the construction options for the

bridge superstructure, it has been established that an alternative stabling facility on the scale of

Beeston sidings is not required.

The development proposals described above (including the provision of the Beeston

alternative siding facility) were captured in a Network Rail Interface Agreement, dated 20th

December 2007. This framework agreement provided Network Rail with certain protective

measures allowing them to refrain for objecting to the Order application. The agreement also

set the requirements for subsidiary agreements, including an Asset Protection Agreement, and

included a Property Agreement heads of terms. At the same time the Authority entered into an

agreement with EMT, dated 8th

February 2008, to secure the withdrawal of the TOC’s

objection to the Order. Key requirements of the Network Rail Interface Agreement affecting

the development of the Nottingham Station overbridge include:

Clause 5.1.1 - The viaduct and associated footbridge is to be constructed substantially

in accordance with the layout and dimensions described in ‘Specified Drawings’ (as

included in Schedule 4 to the agreement);

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Clause 5.1.2 - Safeguarding the bringing into operational use platform 7;

Clause 5.1.3-Bringing into operational use temporary replacement rail facilities

(referred to as Beeston Sidings above);

Clause 5.1.7 – Minimising any permanent interference with the Station Car Park and

permanent loss of any car parking spaces.

Provision is also made under Clause 12 for minimising the loss of the car parking spaces

during construction of the works, including provision of replacement facilities. However, it is

currently anticipated that the timeframe for the development of the multi-story car park

associated with the Hub scheme (i.e. in advance of Station overbridge works) will

substantially negate the need to provide alternative facilities. Further information in respect of

the Hub scheme is provided in paragraph 12 below.

The Network Rail Interface Agreement and East Midlands Trains Agreement are included in

the Data Room under "Agreements, Undertakings & Commitments".

The design proposals for the Network Rail interface have been developed further as part of the

Illustrative Design Solutions. This has included outline designs, or AIPs, for adjoining

structures supporting the tramway at Nottingham Station, ie Queens Road Bridge, Nottingham

Station Approach Ramp, Station Street Bridge and Station Street Footbridge, and Form A/D

proposals for the affected platform buildings. The Form A documents for the Station Bridge

and Lenton South Junction Bridge have been updated (now AIP documents) and, in addition,

detailed design has been produced for Station Bridge and Station Street Bridge, providing a

design solution and key consents for Candidates to adopt should they choose to do so.

This additional design has been undertaken in parallel with specialist contactor input which

together has enabled a construction methodology to be developed that minimises disruptive

possession requirements and negates the need for expensive and time consuming alternative

stabling arrangements. Construction proposals and current possession requirements are

captured in the Morgan Est Construction Strategy Study dated May 2009 and the Draft

Possession Schedule (document ref 241952/820/PRG/002/C), copies of which are located in

the Data Room. Copies of the letters of no-objection from Network Rail and EMT in respect

of these proposals, together with approvals and/or relevant correspondence with other

consenting bodies associated with the design of the Network Rail interfacing works, are also

included in the Data Room under "Policies and Supplemental Information".

Consideration has also been given to the electromagnetic current (EMC) and stray current

interface with Network Rail and a strategy document has been issued to Network Rail for

acceptance. Importantly, the approach assumes that the modifications to Network Rail’s

infrastructure as part of the East Midlands Re-signalling scheme will be complete prior to

running trams over Nottingham Station. The East Midlands Re-signalling scheme will

incorporate modern signalling apparatus in line with Network Rail standards which is likely to

be more tolerant to EMC emissions. The NET Phase Two approach to demonstrating

permissible EMC interference is in accordance with Network Rail technical standards defined

in the Preliminary Network Rail - EMC Plan (document ref 241952/930/REP/012) which is

available in the Data Room under "EMC Management". The same strategy will be adopted

whether the East Midlands Re-signalling scheme occurs before NET Phase Two is

implemented or not, albeit that in the latter situation there will be additional Network Rail

standards to comply with.

Development and negotiation of the subsidiary agreements with Network Rail has progressed

in parallel with the development of the design and construction methodology. It is envisaged

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that a completed Outside Parties Asset Protection Agreement (OPAPA) and Property

Agreement will be available to Candidates in January 2010.

2. Environment Agency- Flood Risk Assessment

Candidates are referred to paragraph10(Environment Agency) of Appendix 17 for further

information in respect of the interface with the Environment Agency and the flood risk

assessment undertaken in respect of the Project.

3. Tesco

Planning permission was granted in November 2004 for a major Tesco development on the

vacant site on the corner of Station Road and Middle Street in Beeston. A second application

for an enlarged development received approval in October 2009. The development consists of

a 9,185 sq m store with retail space on two floors, and parking for 440 vehicles. A petrol

station is also proposed as part of the development, although this will be located on the other

(south) side of Middle Street to the main development.

Construction work is expected to start in early 2010, with the store ready in time for Christmas

2010. A legal agreement (a copy of which is filed in the Data Room as "Tesco Agreement"

under "Agreements, Undertakings and Commitments") was entered into by the Authority with

Tesco on 24 July 2008, following their objection to the Order application and this covers

interface issues between the Tesco and NET Phase Two developments. The extent to which

the Concessionaire will be obliged to discharge obligations under such third party agreements

and the approach taken under the Concession Agreement in this respect is summarised in

Appendix 11.

4. Neville Sadler Court

4.1 The NET Phase Two alignment requires the partial demolition of Neville Sadler Court

(NSC), a home for elderly persons sited between Lower Road and Fletcher Road in

Beeston. 16 of the 48 flats on the site would need to be demolished, together with

some of the communal facilities. Following extensive discussions with the owners of

the site, Housing 21, a scheme to replace the lost flats was developed, in consultation

with BroxtoweBorough Council (BBC) as local planning authority, and included

within the Order application. Candidates are referred to Sheet No. 31 of the Planning

Direction Drawings contained in the Data Room. Deemed planning permission for

the development was received with the Order, together with a planning condition that

requires BBC to approve the details of the proposed development.

4.2 BBC subsequently indicated that it would not approve the design as shown in the

Order, mainly on the grounds that it was considered out of keeping with the local

environment. This feedback from BBC, together with the increasing age of the

existing facilities and the desirability to upgrade standards, has led to a major rethink

on the development proposals by Housing 21.

4.3 Housing 21 have now put forward a proposal, which would involve the complete

demolition of NSC, with 40 replacement flats built at an enhanced standard. The

proposed flats and car parking will all be located to the north of NET Phase Two,

thereby keeping NET Phase Two away from the main circulation area of the complex.

The redevelopment requires the site of number 51 Fletcher Road and this property has

already been acquired.

4.4 The redevelopment would be implemented by Housing 21, and would be procured

separately from NET Phase Two. For the redevelopment to proceed, grant funding

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will be needed from the Homes and Communities Agency and this is likely to require

a commitment from Nottinghamshire County Council to provide a level of extra care

support within the redeveloped complex. Housing 21 expect to seek Board approval

for the redevelopment in 2010, and subject to the outcome of this, a grant application

for funding will then be made to the Homes and Communities Agency.

4.5 It is likely that the redevelopment would only be implemented once financial close has

been reached in relation to NET Phase Two.If the redevelopment proceeds, the

Concessionaire will need to discuss the works programme with Housing 21 and

endeavour to minimise any detrimental impact on NSC, including any redevelopment

works being undertaken by Housing 21.

4.6 Should the redevelopment not proceed, it is likely that the remaining 30 flats will

continue to operate although some of the community facilities lost as a result of NET

Phase Two will need to be reprovided on land to the north of NET Phase Two.

Housing 21 would be responsible for procuring and implementing any permanent new

community facilities and works would only take place once financial close has been

reached on NET Phase Two.Again, discussions on the work programme will be

required with Housing 21, and the Concessionaire will be required to give 26 weeks

notice of the commencement date for demolition works at NSC.

5. Nottingham Science Park

The Highfields Science Park is located off University Boulevard, opposite the University of

Nottingham. A 5.3Ha landfill site between the Science Park and the Nottingham Tennis

Centre was identified as a site to extend the Science Park, and outline planning permission

was received inJuly 2006 for the whole site, which comprises four main buildings and a

further building to house a Toyota Academy.

Detailed planning permission was also received in July 2006 for the first phase of the

development, which consists of two main buildings on the eastern side and these have now

been constructed.

NET Phase Two will run to the north of the development site with the University of

Nottingham tramstop located immediately in front. There were a number of discussions with

the developer, Blueprint,through the planning process, particularly relating to highway

changes required for the development. Commitments relating to the implementation of NET

Phase Two were given to the developer, as part of the Order process and a copy of the

agreement detailing these commitments is available in the Data Room filed as “Blueprint Ltd”

under the "Agreements, Undertakings & Commitments" section. The extent to which the

Concessionaire will be obliged to discharge obligations under such third party agreements and

the approach taken under the Concession Agreement in this respect is summarised in

Appendix 11. There are no known dates for the next phase of this development to come

forward.

6. Medipark

A 3.7 hectare site to the east of the QMC has been identified for a specialist employment site

to meet an identified requirement for a ‘Medipark’. The development, which is being

promoted by Nottingham Regeneration Limited and Blueprint, is a science park related to the

adjacent QMC that would provide specialist accommodation for bio, healthcare,

pharmaceutical and medical device uses.

The scheme is proposed to be constructed in three phases covering a 13 year build programme

(Phase 1 – 2011 to 2013, Phase 2 – 2015 to 2017 and Phase 3 – 2021 to 2024), each consisting

KB/KB/61891/1/UKM/27359957.1 127

ofthree buildings ranging from 3,000 to 4,500 sqm. The site received outline planning

permission in August 2009. NET Phase Two will include a segregated alignment through the

Medipark site. The QMC viaduct structure commences within the Medipark site and the

temporary use of the adjacent development land has been secured through the Order for the

purposes of constructing the structure. The Medipark proposals fully accommodate the NET

Phase Two alignment and temporary land requirements. The NET Phase Two alignment

approaches the Medipark westbound on street along Abbey Street, but widening of the

highway layout requires the acquisition of a number of properties which abut the Medipark

development. The Medipark developers have proposed an alternative alignment through this

section, with the tram alignment segregated on the north side of Abbey Street through this

section, and are in discussion with the Authority regarding its suitability to the Network. It is

anticipated that the preferred alignment will be agreed by December 2009.

7. NG2

NG2 is a 38 acres development site that has around one million square feet of mixed use

accommodation planned with high quality offices, leisure and residential. The NET Phase

Two alignment runs through the centre of the site, and includes a tramstop. The eastern half

of the site is now developed, including a Homebase, Mercedes, and Experian and HBOS

offices. A number of small offices have been introduced on the western part of the site and

planning permission has been granted for a five storey hotel (in July 2008) and a three storey

office building (in October 2009) adjacent to the proposed NET Phase Two tramstop.

8. The Meadows Neighbourhood Plan

The Meadows Neighbourhood Plan provides a framework for the delivery of change and

improvements to a wide range of services and facilities in the Meadows, over the next fifteen

years and beyond.Central to this plan is a £200m Housing PFI scheme which will primarily

carry out improvements to city council housing stock including redevelopment of unpopular or

unsustainable housing, estate remodelling and refurbishment. Financial close for the main

scheme is currently anticipated in 2013.

The Meadows Neighbourhood Plan places an emphasis on reconnecting the Meadows to the

City andadjacent neighbourhoods, with improved links and better coverage by public

transport, with NET Phase Two featuring prominently. The Meadows Neighbourhood Plan

area covers most of the Meadows, with Meadows Way (the alignment for the Chilwell route)

actingas the north and west boundary for the plan area. The Queens Walk section of the

Clifton route operates through the heart of the plan area.

The Meadows Neighbourhood Plan was approved as the regeneration framework for the

Meadows on 20 October 2009.

9. Southside Regeneration area

The Southside Regeneration Zone is identified in the Nottingham Local Plan and aims to

provide a gateway to the City Centre by maximising the development opportunities around

Nottingham Station and to the south. The Zone embraces the Station, and covers an area of 39

hectares to the south of the city centre, and is being promoted by the City Council and

Nottingham Regeneration Limited as an office quarter. The area has poor quality public realm

and sites and buildings in thearea are underused, vacant and under-developed but have

considerable development potential. Releasing this potential would result in considerable new

employment being generated in the area. Critical to the development of sites in close

proximity to theNET Phase Two alignment will be the contribution made to improve

connectivity into and out of the Southside area. The NET Phase Two scheme, together with a

tramstop on the south side of Nottingham Station, can be expected to result in major

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regeneration benefits within Southside and beyond. Three development proposals have to date

come forward: Picture Works, Queens Point, and Meadows Gateway.

(a) Picture Works

To the south of the station, the Picture Works development site on Queens Road received

planning permission for a 7 storey mixed use site, with an additional 3 storey angular pod at

the western end in July 2006. The site is immediately adjacent to the NET viaduct between

Queens Road and Crocus Street. Commitments relating to land were given to the developer of

the site, Lace Market Properties, as part of the Order process. There are no known dates for

this development to come forward.

(b) Queens Point

The Queens Point development to the immediate west of the NET viaduct also has planning

permission for office redevelopment and is affected by the permanent footprint of the NET

viaduct to a greater extent than that allowed for in its original planning consent. This site is

included within the Limits of Deviation for NET Phase Two. A legal agreement was entered

into with the owners of the site, IH Moore, following their objection to the Order application

to establish a way forward that would avoid conflict between the two developments.

(c) Meadows Gateway

The Meadows Gateway comprises a triangular shaped site immediately to the south of

Nottingham Street, bounded by Arkwright Street, Sheriffs Way and Meadows Way. The site

is approximately 2.35ha in area and comprises a mixed use redevelopment with five buildings

to include retail, office hotel and residential accommodation. The NET Phase Two alignment

crosses the Meadows Gateway site, extending south from Nottingham Station necessitating

the demolition of the United Carpets retail unit and then would run westwards along Meadows

Way. The NET Phase Twoalignment has been incorporated within the development

proposals, and it is proposed that the alignment would operate through a new public square

east of Arkwright Street which would be the ‘heart’ of the development. Lace Market

Properties were selected in 2006 by the City Council and Nottingham Regeneration Ltd as the

preferred development partner for the scheme and on 19 November 2008 received outline

planning permission for the site, and full planning permission for the triangle north of Crocus

Street only. The Developers are currently seeking development partners.

10. Traders in High Road, Chilwell

The Chilwell via QMC and Beeston extension will operate along Chilwell Road/High Road

which is an important local centre for retail and business. Building upon the lessons learnt

from NET Line One, particularly in Hyson Green, a Financial Assistance Package (FAP) is

proposed to assist small businesses/traders through the construction phase. The assistance

recognises the vulnerable nature of some businesses/traders in the area and the potential

impacts the construction of NET Phase Two may have on their short term viability. While the

cost of this compensation is not directly passed onto the Concessionaire it should be

recognised that the implementation of works through this section of the scheme is of particular

interest to the Authority and will be given particular attention through the evaluation;

reference is drawn to TSR T.IMP4 (Land Strategy).

The Candidates should demonstrate through their proposals how they intend to minimise the

impact upon Chilwell Road/High Road businesses, including;

measures to reduce the duration, such as specialist construction methods or solutions;

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measures to manage and integrate the various work activities, such as utilities, trackform

installation and associated highway works;

measures to minimise disruption to individual properties and business, including access

provision for pedestrians and road vehicles (service delivery and personal);

measures to minimise the environmental impact of construction activity.

It should be recognised by the Candidates that while Chilwell Road/High Road is the only

section of the Network to which the FAP applies, this does not in any way indicate the

Authority’s weighting with regards implementation of one section of the scheme route over

another. There are other communities across the Network which may merit a similar level of

consideration to the principles and methods that the Candidate proposes for Chilwell

Road/High Road. The Candidate should use their response to TSR T.IMP4 (Land Strategy) to

explain their understanding and proposals on this matter.

11. Broadmarsh

The existing NET Line One concession agreement provided for a variation to the concession

allowing for the installation of a new tramstop associated with the Broadmarsh Centre

redevelopment.

Whilst the Broadmarsh tramstop variation has not been initiated under the existing NET Line

One concession agreement, during 2006/2007 the developer, Westfield Shoppingtowns Ltd

(Westfield), carried out concept design and established a dialogue with the Authority and the

existing concessionaire, Arrow Light Rail Limited, on its proposals for the introduction of a

new tramstop. Due to the economic downturn, Westfield has put on hold the commencement

of the development, although in September 2009 it made an application to the local planning

authority to renew its planning powers (application number 09/02714/POUT).

It is not envisaged therefore that the provision of a new tramstop will be required prior to

award of the new Concession Agreement and a variation mechanism has been included within

the Concession Agreement at clause 53.3 (Broadmarsh Centre) to deal with its provision by

the Concessionaire at a later stage. The specification for the new tramstop is at part 1

(Broadmarsh New Tramstop) of schedule 33 of the Concession Agreement.

For the purposes of this mechanism, Candidates are required to confirm the labour and

materials costs associated with the installation of the tramstop inaccordance with the

Concession Agreement, as detailed in section 14.14. In determining these costs, Candidates

should assume that the supporting structure and lateral extension of the existing Collin Street

Viaduct that will be necessary to accommodate the new tramstop will be provided by others

and therefore any costs associated with these works should be excluded. It should be noted

that the current timetable modelling for the Project already allows for the presence of the

Broadmarsh tramstop. Any changes to timetabling, other capital costs (e.g. additional trams)

or operating costs arising as a consequence of the additional stop are to assumed and priced

into the Candidates’ Tender(s).

For costing purposes it should be noted that the alignment of NET Line One over Collin Street

Viaduct was designed to accommodate the introduction of a future tramstop at a location

coordinated with the redevelopment proposals for the Broadmarsh Centre. Provision was also

madewithin the design and build of NET Line One to incorporate associated draw pits,

ducting and cabling so as to minimise any disruption to tram operations when the new

tramstop is introduced. The width of the viaduct is insufficient, however, to accommodate

platforms for a future stop and it will be necessary, therefore, for Westfield to incorporate

within its proposals structural support for the widening for the platform. Whilst further

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discussion will be required with Westfield to agree the optimum scopeof the works to be

undertaken by the Concessionaire, it is currently envisaged that this would include the design,

construction, operation and maintenance of all platform surfacing, tramstop furniture and

equipment (including lighting) and any changes to the overhead line equipment necessary to

accommodate the introduction of the tramstop and associated highway changes. For pricing

purposes, the Concessionaire is to assume that platform surface materials and tramstop

furniture is of a quality and scope consistent with that adopted on other city centre tramstops,

e.g. Lace Market tramstop. The Concessionaire will also be required to cooperate with

Westfield and allow in its costing resources to consider and accept Westfield's proposals.

Details of the outline proposals developed by Westfield for the Broadmarsh Centre and the

interface proposals with NET in particular, including draft layouts, sections, highway details

and an indicative timescale for delivery, are included in the Data Room under the "Policies &

Supplemental Information" section.

12. The Hub

A key interface with NET Phase Two is the Hub, a major refurbishment of Nottingham

Station which includes the introduction of a state of the art interchange with NET. The

Authority is a co-promoter and funder of the Hub and is currently working with Network Rail

and EMT to secure its delivery in a timeframe that is mutually compatible with NET Phase

Two.

The Hub proposals have been developed by Building Design Partnership (BDP), to RIBA

Stage D (generally equivalent to GRIP Stage 4) and were granted planning permission in 9

April 2009. The proposals include:

Restoring and reconfiguring the Grade 2* listed main station building and

construction of new passenger concourse to create enhanced passenger and operating

environment–including upgraded booking hall, retail space, passenger waiting

facilities, passenger information and connectivity between trains, trams, car park and

other modes;

A new Southern concourse including interface with NET Phase Two;

Modernised platforms and platform buildings;

New facilities for cyclists, taxis and the disabled;

New multi-storey car park ("MSCP");

Enhanced public realm improving Station environs and accessibility to the

surrounding area; and

Making available brownfield land for commercial development.

Network Rail are presently preparing tender documentation for the procurement of the main

Station works and the Authority is to procure the public realm elements. Key milestone dates

for the delivery of the main elements are currently envisaged as follows:

Contract Award MSCP: Summer 2010

Commence MSCP: Autumn 2010

Complete MSCP (Superstructure): Autumn 2011

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Contract Award Core Station Works: Winter 2011

MSCP Operational: Spring 2012

Commence Southern Concourse: Spring 2012

Complete Southern Concourse: Winter 2014

Commence Platform Buildings: Spring 2012

Complete Platform Buildings: Autumn 2013

Complete Core Station Works: Spring 2014

Details of the Hub proposals are included in the Data Room within the "Policiesand

Supplemental Information" section.

The above dates are indicative only and are subject to ongoing review by the Authority and

the Hub Project Team. Candidates should note, however, that the programme and site access

requirements for the implementation of NET Phase Two, and the construction of the Station

Bridge and adjoining structures in particular, are understood and are to be respected by the

Hub Project Team when procuring the core station works. Such details are to be reflected in a

Contribution Agreement to be entered into between the Authority and Network Rail.

Notwithstanding this, as the precise timing of both projects has yet to be finalised, close

consultation and coordination will be necessary between the two project teams to ensure their

safe, efficient and timely implementation and, ultimately, the delivery of the completed

interchange facility.

The design of NET Phase Two, as represented in the Technical Development Plans included

in the Order, was developed on the basis of NET as a stand alone scheme and included an

access tower and pedestrian link bridge providing the main pedestrian connection between

NET and the existing Station dispersal bridge. During the development of the Illustrative

Design Solutions, it became increasingly likely that the Hub scheme would progress, in part at

least, ahead of NET Phase Two. It was decided therefore that the Illustrative Design Solutions

should recognise this and incorporate the Hub proposals as the default position. Three options

have been developed to reflect the potential timing between the two projects thus:

Hub Option 1:If the Hub project is completed in advance of, or contemporaneously with

NET Phase Two, then the new Nottingham Station tramstop (and interchange facility) will be

constructed by the Concessionaire and brought into use in accordance with the agreed

programme. This is the base scheme that has been developed for acceptance by Network Rail,

EMT and the local planning authority. The scope of work to be undertaken under this option

is as described on drawing no. 241592/100/DWG/036, 241592/210/DWG/001 and

241592/822/DWG/036-2, which are included in the Data Room within the "B1 Nottingham

Station & Meadows Gateway" section. The specification is provided at paragraph 4.9.3.1

(Hub) of the Concession Specification with particular reference to the minimum furniture and

equipment requirements identified in Annex L to the Concession Specification and

compliance with the NET Phase Two Design Guide.

Hub Option 2: If it is anticipated that the completion of the Hub will be delayed by up to 5

years, then the introduction of the Nottingham Station Tramstop would be staged thus:

Stage 1 - the existing Station Street tramstop will remain operational until such time

as the Hub is complete. This would require only partial construction of the new

Nottingham Station tramstop with works limited to that which would otherwise be

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disruptive to tram operations if they were to be undertaken at a later date. It is

anticipated that the scope of work at thisstage would be as for Hub Option 1, but

would exclude installation and bringing in to use of platform furniture and equipment

and associated way finding signage. This option has been sufficiently developed for

local planning authority acceptance. The scope of work to be undertaken under this

option is as described on drawing no. 241592/100/DWG/036A,

241592/210/DWG/001A and 241592/822/DWG/036-3 which are included in the Data

Room within the "B1 Nottingham Station & Meadows Gateway" section.

Stage 2-following confirmation of the programme for implementation of the Hub

scheme and notification by the Authority that the Nottingham Station Tramstop is to

be brought into use, the Concessionaire will be required to complete the installation of

the new tramstop and take out of use Station Street tramstop.

The specification in respect of this option is summarised at part 2 (Hub Option 2) of schedule

33 of the Concession Agreement.

Hub Option 3: In the event that the Hub project does not proceed, or is delayed by a period in

excess of 5 years, the Concessionaire will be required to complete the installation of the

Nottingham Station tramstop and design, construct, maintain and operate the access tower and

pedestrian link bridge described on drawing no. 241592/822/DWG/036-4 and concept

sketches reference SK/HUB/OPT3/01 and 02, which are included in the Data Room within the

"B1 Nottingham Station & Meadows Gateway" section. Although the design for this option

has not been developed much further than that provided for in the Order, further consultation

has taken place with the local planning authority and EMT to address gating arrangements for

the Station (EMT are in the process of creating a secure station which may require alterations

to the design produced for the Order, should the Hub project not proceed). The specification

in respect of this option is provided at part 3 (Hub Option 3) of schedule 33 of the Concession

Agreement.

During the tender period for the Project it is anticipated that there will be clarity on the timing

of the Hub project and therefore the scope of the works to be undertaken by the

Concessionaire. At this stage however, Candidates are required to assume the Hub Option 1

approach for the purposes of their Tender(s). The Concession Agreement includes a variation

mechanism at clause 53.4 (The Hub) to deal with any cost implications arising from the

implementation of Hub Option 2 or Hub Option 3 instead. Consequently, Candidates are

required to confirm these implications as specified in section 14.14.

The Hub proposals include significant reorganisation and refurbishment of the existing

platform buildings, including those on platforms 1/3 and 4/5 which are effected by design and

construction of the overbridge. Whilst the Illustrative Design Solutions include a high level of

detail for the platform alterations and which is based on the latest Hub proposals and reflects

recent consultation with BDP, it is important that the Candidates continue to liaise with the

Hub Project Team in finalising the design and programme for these works. It is currently

envisaged that for the works to platform building 1/3 it would be advantageous for the Hub

contractor to undertake certain NET enabling works in advance of the bridge works, and at

platform 4/5 it would be advantageous for the Hub contractor to undertake certain NET

reinstatement works (M&E and internal finishes) following the main bridge works. However,

for the purposes of their Tender(s), Candidates must cost undertaking all necessary platform

works.

13. Beeston Town Centre

Beeston Town Centre is the largest centre for goods and food shopping in the conurbation

outside the City Centre, and the continuing capacity of the town to attract business is likely to

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result in increasing demand on the transport network. Broxtowe Borough Council has

recognised that the introduction of the Network into Beeston represents a real opportunity to

change the shape of the town centre and, in partnership with the Authority and Nottingham

Regeneration Limited/Greater Nottingham Partnership, has developed a Masterplan for the

town centre to establish a strategic framework for its development.

The Masterplan was adopted as a Supplementary Planning Document in June 2008 and the

Supplementary Planning Document recommends proposals to comprehensively redevelop the

Square shopping area including:

provision of mixed use development with retail on the ground floor;

production of a high quality environment and development that will greatly enhance civic

pride, encourage more visitors to the town and reduce the need for local people to visit

other shopping destinations; and

integrated development proposals with a new public transport hub.

The Masterplan proposals incorporate the proposed NET Phase Two alignment, and with the

introduction of NET Phase Two and a new bus station, the Square will also serve as a high

quality public transport focal point for the town centre. The Authority recognises the

importance of the Masterplan proposals to the future development of the town and wishes to

establish the Network with the best overall layout to take Beeston forward as a high quality

district centre. Further details are provided in the document filed in the Data Room as

"Beeston Town Centre Plan Supplementary Planning Guidance June 2008" within the

"Policies & Supplemental Information" section.

Broxtowe Borough Council is working with Henry Boot as the preferred development partner

to work up proposals for a 170,000 sq ft development of theSquare shopping centre in

Beeston town centre. The proposals include the upgrade and redevelopment of the block

between the Square shopping centre and Middle Street, which encompasses the multi-storey

car park and bus station, and the former fire station. Current proposals are for ground floor

retail development over much of the site, with the possibility of a hotel on the south east

corner. Parking would be provided within the Development. Broxtowe Borough Council

owns the entire site and Henry Boot hasthe leasehold of the shopping centre. A planning

application for the redevelopment is expected to come forward in 2010, with construction

phase depending on market conditions. It is envisaged that the NET Phase Two alignment

will run to the west and south of the main development area.

Options with and without the Masterplan have been developed for NET Phase Two through

Beeston town centre as part of the Illustrative Design Solutions (Work Package 9). The route

alignment is similar for both options. Under both options the Concessionaire will be required

to build a new road through Beeston for trams, buses and access only vehicles, with the

tramstop centrally located next to the development site. The new road requires the acquisition

of a number of units from the existing shopping centre, including Wilkinsons. The existing

bus station will be closed under both options, with bus laybys provided by the Concessionaire

on-street.

The ‘without’ Masterplan option requires the provision of a servicing yard for 33 – 39 The

Square (including Argos) (see structure ref ST.B16c). A legal agreement is being negotiated

with Argos, which includes the servicing yard, and is expected to be completed by the end of

December 2009. This option requires the partial demolition of the multi-storey car park as

shown on the General Arrangement Plans (which canbe located in the Data Room by

following file path: Phase Two/Scheme Development/Scheme Management/ Scheme

Configuration/General Arrangements) and explained in the “Design Commentary Area B12”

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which is available in the Data Room within section "B12 Beeston Town Centre". Access into

the multi-storey car park is to be moved from Styring Street onto Station Road.

For the ‘with’ Masterplan option, Henry Boot and Broxtowe Borough Council are currently

investigating access arrangements into the development site for parking and servicing. Two

main parking options are under consideration as follows:

1. Access the development from Station Road (drawings 241592/900/DWG/014A and

015A which are available in the Data Room within section “B12 Beeston Town

Centre”). This option provides access into the development away from the tram route,

and will allow a high level of segregation for NET along Strying Street, with full

signal priority for trams as they rejoin the main highway on Middle Street.

2. Access the development from Styring Street (drawings 241592/900/DWG/014C and

015C which are available in the Data Room within section “B12 Beeston Town

Centre”). Vehicles entering and exiting the development will share roadspace with

NET on Styring street. Stacking space would be provided on Styring Street for

vehicles entering the development, and within the development for exiting vehicles.

A more complicated signal staging as the tram rejoins the highway on Middle Street,

together with greater interaction with general traffic, would mean predicting the exact

timings of trams through Beeston town centre would be more difficult than for option

1, with potential for less reliable priority for the trams.

To assist with determining which access arrangements to put forward, Broxtowe Borough

Council has commissioned traffic modelling work from MVA. This work is expected to be

completed in late 2009 and it is expected that Henry Boot and Broxtowe Borough Council will

identify their proposed access arrangements by February 2010.

Candidates should assume in their Tender(s) that the "without Masterplan" option is to be

implemented. When the scope of the Concessionaire's obligations under the "with

Masterplan" option becomes clearer, Candidates will be required to confirm any costing

implications arising as a result. The Concession Agreement contains a variation mechanism at

clause 53.5 (Beeston Town Centre) allowing for the "with Masterplan" option to be

implemented.

14. A453

There are two options to connect the A453 to the NET Park and Ride site. Which option is

chosen depends on whether the A453 is widened. A proposed widening scheme for the A453

has been included within the Highways Agency "Targeted Programme of Improvements", and

is currently the subject of a public inquiry, which commenced on 10 November 2009. Subject

to securing the necessary approvals, construction is expected to start in 2010, with the

widened A453 operational in 2012/13.

It is proposed to connect the NET Phase Two Park and Ride site at Clifton into the widened

A453 at a new roundabout, close to the Clifton built up area. The roundabout was included

within the Highway Agency's deposited plans for the widening scheme and would also serve

as a ‘gateway’ to the Nottingham built up area, with a reduced specification and speed limit

approaching Clifton. Discussions have been held with the Highways Agency regarding the

interface between the park and ride link road and the proposed roundabout and the Highways

Agency have been content with the proposals put forward during the Illustrative Design

Solutions process. (For further detail, see Work Packages 21 and 95).

Should the Highways Agency widening scheme not proceed, a connecting road would link the

Park and Ride site to the existing A453 at a signalised junction on the brow of the hill at Mill

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Hill, approximately 250 metres south-west of the link position for the widening scheme. The

Park and Ride link road would follow a significantly different alignment and would mostly be

in cutting to minimise visual intrusion on what has been designated a mature landscape area

by Nottinghamshire County Council.

There are therefore two potential options in respect of this access:

A453 Option 1: Link road to be provided by the Concessionaire between the Clifton park and

ride site and the widened A453, with the connection into the A453 at the

proposed new Highways Agency roundabout (see the specification at

paragraph 4.9.3.2 (A453) of the Concession Specification); and

A453 Option 2: Link road to be provided by the Concessionaire between Clifton park and ride

site and the existing A453, with the connection into the A453 at Mill Hill (see

the specification at part 4 (A453 Option 2) of schedule 33 of the Concession

Agreement.

For the purposes of their Tender(s), Candidates are required to assume that A453 Option 1 is

to be implemented. However, the Concession Agreement includes a variation mechanism at

clause 53.6 (A453) to deal with any cost implications arising from the implementation of A453

Option 2 instead. Consequently, Candidates are required to confirm these implications as

specified in section 14.14.

Candidates are also referred to paragraph 5 of Appendix 17, which describes the consultation

to date with the Highways Agency in respect of each of the above options.

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APPENDIX 17 - KEY STAKEHOLDERS

1. Nottinghamshire County Council

1.1 From the outset, the NET Phase Two project has been a joint promotion by the

Authority and Nottinghamshire County Council, with approximately 60% of the route

length within the Authority's administrative area, and 40% within Nottinghamshire

County Council's administrative area. The areas within the Nottinghamshire County

Council area are:

1.1.1 The alignment through Beeston and Chilwell, from the Queens

Road/University Boulevard junction to the Toton Lane park and ride site

(Beeston and Chilwell extension);

1.1.2 The alignment from the eastern end of Coronation Avenue in Wilford to the

new signalised junction on Ruddington Lane (Clifton route); and

1.1.3 The Clifton park and ride site, and link road to the A453 (Clifton extension).

1.2 The northern section of NET Line One, north of Moor Bridge to the terminus at

Hucknall is also within Nottinghamshire County Council's administrative area. This

represents approximately 20% of the NET Line One route length.

1.3 In the June 2009 local elections, there was a change of administration at

Nottinghamshire County Council, with the Conservative Group taking control for the

first time in 28 years. The new administration has changed Nottinghamshire County

Council's policy with regard to NET Phase Two, and it has given three months notice

of its intention to withdraw from the Project. This notice period will expire at the end

of December 2009.

1.4 The Authority and Nottinghamshire County Council have previously entered into joint

promotion agreements, which govern the responsibilities of the two councils in

relationto the development of the NET system. These agreements provide for the

possibility of withdrawal by one of the councils and include a requirement to work co-

operatively together to deal with such severance with the intention that the remaining

council isable to continue with the Project as sole promoter. This co-operative

position has been reflected in the discussions held with Nottinghamshire County

Council since the withdrawal notice was given.

1.5 The Concessionaire will need to consult and obtain approvals from Nottinghamshire

County Council in its role as highway authority (please refer to Article 70

(Arrangements with Highway Authorities) of Part 6 (Protective Provisions) of the

Order). A highways interface document has been prepared jointly by Nottingham City

Council and Nottinghamshire County Council in their capacities as highways

authorities, a key objective of which is to outline how a successful relationship

between the Concessionaire and the highway authorities will be achieved. A copy of

this highways interface document is available in the Data Room (version 2 dated

November 2009).

2. Broxtowe Borough Council ("BBC"), Rushcliffe Borough Council ("RBC") and

Nottingham City Council ("NCC") (as local planning authorities)

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2.1 The NET Phase Two routes are located within three local planning authorities, as

follows:

2.1.1 BBC: The alignment through Beeston and Chilwell, from the Queens

Road/University Boulevard junction to the Toton Lane park and ride site;

2.1.2 RBC: The alignment from the eastern end of Coronation Avenue in Wilford

to the new signalised junction on Ruddington Lane; the Clifton park and ride

site and link road to the A453; and

2.1.3 NCC: The alignment from Nottingham Station to the Queens Road/University

Boulevard junction on the Beeston via Chilwell route; from Nottingham

Station to Coronation Avenue, and from Ruddington Lane to Nottingham

Road on the Clifton route.

2.2 Discussions have been held with each authority in its role as planning authority, since

the outset of NET Phase Two. Each planning authority was involved in the alignment

work undertaken for the Order application and was consulted on several of the key

documents, including the Environmental Statement, Draft Code of Construction

Practice, Urban and Landscape Design Statement, the Draft Planning Conditions, and

Listed Building and Conservation Area Consent applications. Each planning authority

attended a round table discussion held on the draft planning conditions as part of the

public inquiry in late 2007, where there was a general consensus on the scope of the

proposed conditions.

2.3 BBC, RBC and NCC (each in their capacity as local planning authority) will be

responsible for the discharge of the majority of the conditions attached to the deemed

planning permission which accompanied the making of the Order. In order to promote

a timely decision making process for the discharge of conditions, a draft consent

protocol has been agreed with each such planning authority which sets out the process

for gaining planning authority consents for NET Phase Two. Although the protocols

are not contractual documents, they set out an agreed and effective means of setting

out the way in which information may be submitted to and considered by the relevant

local planning authority. These consent protocols will be made available to

Candidates during the tender period.

2.4 As part of the advanced design phase, three applications to discharge conditions have

been submitted to the local planning authorities. Within Broxtowe, an application for

the discharge of conditions for the alignment between Inham Road and Cator Lane has

been submitted and discussions have gone well, with an expectation that outstanding

matters will be closed out by the end of December 2009 (please see the Data Room

for the planning application submission form (document number

241592/SM9/PLA/003/C Area B14) and response (dated 21st August 2009) received

from BBC). Within Nottingham City, an unconditional approval for works to the

depot (at Wilkinson Street) has been received, and an applicationfor an additional

substation at Basford on NET Line One has recently been submitted. Further

applications relating to the discharge of conditions at the Queen’s Medical Centre and

Nottingham Station are expected to be made to NCC during December 2009. No

applications have been made in respect of Rushcliffe.

2.5 As part of the Order process, two legal agreements and a unilateral undertaking were

entered into with BBC (please see the Data Room for further details). These

documents contain agreed specifications for certain works within Broxtowe, provide

commitments relating to a number of sensitive construction locations and deal with

matters such as complying with the Code of Construction Practice, noise and vibration

KB/KB/61891/1/UKM/27359957.1 138

monitoring and consultation through the design and construction phase. The

obligations contained within these agreements and undertakings which are to be the

responsibility of the Concessionaire are set out in Parts 1, 2 and 7 of Schedule 29 to

the Concession Agreement.

2.6 The Concessionaire will be required to apply to the relevant planning authority for the

discharge of planning conditions and listed building and conservation consents. The

Concessionaire will also be required to fulfil the obligations set out in Article 75 (for

the protection of Borough Councils) of Part 6 (Protective Provisions) of the Order.

3. Network Rail

In recognition of the complex interface, the Authority has consulted extensively with Network

Rail in relation to the development of NET Phase Two and in establishing thelegal

agreements with Network Rail necessary to administer and control the implementation of the

works. There has also been significant liaison and coordination in relation to the Hub, the

major refurbishment scheme at Nottingham Station, for which the Authority is also a co-

sponsor, and the East Midlands re-signalling scheme. Further details in relation to Network

Rail and the Hub are contained in Appendix 16.

4. Train Operating Companies – East Midlands Trains and Cross Country Trains

Consultation with the relevant train operating companies has proceeded in conjunction with

those discussions with Network Rail referred to above. Again, further detail is provided in

Appendix 16.

5. Highways Agency

5.1 Discussions with the Highways Agency have taken place over many years regarding

the interface between NET Phase Two and the strategic road network. The Highways

Agency has generally adopted a co-operative approach and wrote to the Secretary of

State for Transport in June 2007 expressing support for NET Phase Two, following

submission of the Order application in April 2007.

5.2 Both of the new NET Phase Two park and ride sites are to be situated close to the

strategic road network. The Toton Lane park and ride site will be accessed via Toton

Lane, a short distance from the A52 Bardills roundabout. The Clifton park and ride

site will require a short new road to be built to provide a direct link into the A453

(further information in respect of which is provided at paragraph 14 of Appendix 16).

Extensive discussions have been held with the Highways Agency regarding the traffic

impact arising from these park and ride sites.

5.3 Further modelling work investigating traffic impacts at Bardills roundabout is being

undertaken by Mott MacDonald as part of the Illustrative Design Solutions, following

a revised layout at the roundabout implemented in 2007. This modelling work will be

discussed with the Highways Agency on completion and will be made available to

Candidates during the tender period.

5.4 A proposed widening scheme for the A453 between the M1 and the Nottingham built

up area, promoted by the Highways Agency, is currently the subject of a public

inquiry, which commenced on 10th November 2009. In view of the widening scheme,

two alternative options have been developed for the link road between the A453 and

the Clifton park and ride site which reflect the existing and proposed A453 alignment.

Please see document number 241592/SM3/COM/022 in the Data Room together with

paragraph 14 of Appendix 16 of this ITN for further information.

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5.5 Discussions have been held with the Highways Agency on both options. For the

‘existing’ A453 link road (referred to as A453 Option 2 in the Concession Agreement

and paragraph 14 of Appendix 16 of this ITN), no formal approval of the signalised

junction has been received, but there has been a general acceptance by the Highway's

Agency of the junction proposals, which remain unchanged since 2003.

5.6 For the ‘widened’ A453 link road (referred to as A453 Option 1 in the Concession

Agreement and paragraph 14 of Appendix 16 of this ITN), an initial submission for

the Highways Agency's agreement in principle was made in April 2009, and a revised

submission with a minor amendment was made in September 2009. In response, the

Highways Agency has agreed to the overall philosophy and details of location, but has

asked for some ‘very minor’ detailed questions to be resolved during the detailed

design of the scheme. Details of the submission (dated 9th September 2009) and the

Highways Agency's response (email of 30th September 2009) are provided in the Data

Room.

5.7 The Concessionaire will be required to obtain the approval of the Highways Agency

to its access proposals in relation to the Toton Lane and Clifton park and ride sites.

5.8 NET Phase Two is proposed to cross the A52 Clifton Boulevard adjacent to the QMC

site and the University of Nottingham’s University Park campus by way of a bridge.

The design of the bridge has been developed further by Mott MacDonald as part of the

Illustrative Design Solutions. An AIP for the bridge (document number

241592/000/REP/006 – please see Data Room for the latest draft) has been produced

by Mott MacDonald and discussions have taken place with the Highways Agency

regarding the AIP, as the Highways Agency is the highway authority for the A52.

5.9 Nottingham City Council is the technical approval body for the bridge and has worked

closely with the Highways Agency in considering the proposed AIP for the structure.

5.10 The Highways Agency questioned the proposed structural form of the bridge (single

span steel twin bowstring arch) and further work was undertaken (please see the Data

Room for document number 241592/SMS3/COM/006-report 61985/68/B A52,

QMC, and River Leen Structures Feasibility Report) assessing the proposed structural

form against others, in particular a two span option.

5.11 In considering the AIP for the bridge, the Highways Agency has stressed the

importance of minimising potential disruption to users of the A52 associated with the

construction, operation and maintenance of NET Phase Two. The AIP has been

expanded to consider these issues in more detail than was originally anticipated.

5.12 Work is continuing on refining the AIP and the expectation is that Nottingham City

Council (in its capacity as technical approval body) will approve it. Nottingham City

Council (in its capacity as technical approval body) has confirmed that it will seek a

letter of endorsement from the Highways Agency in respect of the AIP, in recognition

of the Highways Agency being the highway authority for the A52.

5.13 In undertaking the Project Operations, the Concessionaire will need to consult with

the Highways Agency to ensure that the protective provisions contained in Article 70

(Arrangements with Highway Authorities) of Part 6 (Protective Provisions) of the

Order are fulfilled.

6. University of Nottingham

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6.1 Consultation with the University of Nottingham in relation to NET Phase Two, in

particular the potential impact on university buildings situated on Science Road and

East Drive, took place over a number of yearsprior to submitting the Order

application in April 2007. Discussions focused on route alignment options, land and

property matters, impact on car parking, highway alterations, noise and vibration and

EMC.

6.2 Some of the buildings located on Science Road and East Drive are sensitive to noise,

vibration and electromagnetic emissions. Therefore these issues were initially

considered prior to the application for the Order being made. An assessment of the

noise and vibration impacts associated with the operation of the Network was

undertaken by Environmental Resource Management on behalf of the Authority and a

report (reference number 0000136 dated 17th August 2006–please see the Data

Room for details) detailing the findings was sent to the University of Nottingham in

December 2006. The report identified the need for specialist track form to be

introduced within the University Park campus. Subsequent work undertaken by Mott

MacDonald on noise and vibration in the course of producing the Illustrative Design

Solutions has confirmed the need for specialist track form to be introduced within the

campus (please see document number 241592/960/REP/003 in the Data Room for

details) and an illustrative track form design has been developed.

6.3 EMC issues were also considered by Mott MacDonald and a summary report was sent

to the University of Nottingham, in January 2007 (please see the Data Room for

document number 223700/29/B (January 2007)). The report highlighted that certain

items of university scientific equipment could be affected by the level of

electromagnetic fields generated by the operation of the Network. Subsequent work

on EMC during the development of the Illustrative Design Solutions has involved

undertaking on site surveys at the campus and the QMC site to test existing EMC

conditions, as well as surveying the operational emissions of NET Line One (please

see the Data Room for document numbers 241592/930REP/014, 241592/930/REP015

and 241592/930REP017). From this work undertaken by Mott MacDonald,it is

considered that the levels of electromagnetic emissions specified in paragraph 6

(Technical Requirements) of the Concession Specification are capable of being met by

the Concessionaire, thereby permitting potentially susceptible equipment to remain in

existing locations, with appropriate shielding (please see the Data Room for details –

document number 241592/930REP/018).

6.4 Representatives of the University of Nottingham appeared at the public inquiry

relating to the Order in late 2007, expressing support for the proposals whilst

highlighting a number of technical and operational issues that required further

consideration.

6.5 Subsequent discussions have taken place with representatives of the University of

Nottingham, primarily the Head of Estates, regarding the proposals. Minutes of

meetings held with the Head of Estates (9th September 2008 and 15th July 2009 ) are

included in the Data Room along with a letter dated 10th November 2008 which

included update reports on noise and vibration (reference number 241592-sm-brf-

003-a n&v uni) and EMC (reference number 241592/930/REP/008/A). Matters

discussed have included programme, highway layout of Science Road and the area to

the rear of the Arts Centre, construction and car parking. In parallel to those

discussions, meetings with the University departments have been held in respect of

noise, vibration and EMC and the findings are summarised in the above mentioned

reports (document numbers 241592/960/REP/003 and 241592/930REP/018).

KB/KB/61891/1/UKM/27359957.1 141

6.6 Draft versions of the general arrangement drawings produced by Mott MacDonald as

part of the Illustrative Design Solutions relating to the University of Nottingham's

interest within the QMC site, the campus and land adjacent to University Boulevard

have been shared with the University of Nottingham. Although the University of

Nottingham requires further discussion on items such as the highway layout within the

campus and on construction issues, it is comfortable with the design proposed

including the viaduct along the line of Science Road. The University of Nottingham

also recognises that the revised Beeston Road/University Boulevard and East Drive

junction will prohibit some vehicular movements currently allowed.

6.7 In undertaking the Project Operations, the Concessionaire will need to comply with

the commitment noted in Schedule 29 (Part 7 – Table of Commitments) with respect

to the University of Nottingham, which mainly relates to land and property matters.

The Concessionaire will need to agree a construction methodology for the campus

with the University of Nottingham, develop and construct the specialist track form

proposals and ensure that the stipulated noise, vibration and EMC threshold levels are

not exceeded in the operational phase.

7. Nottingham University Hospitals NHS Trust ("Trust") in respect of the QMC Site

7.1 Given the extensive nature of the works within the QMC site, consultation with the

Trust took place over a number of years prior to submitting the Order application in

April 2007. During these discussions, the Trustexpressed support for NET Phase

Two whilst identifying a number of technical and operational issues that required

further consideration. In order to safeguard its position, the Trust objected (objector

number 887) to the Order application. Before the Order public inquiry closed in late

December 2007, the Authority was able to reach an agreement with the Trust and the

Trust sent a letter of support to the government expressing support for the Project. A

copy of the agreement with the Trust (dated 1st April 2008) is in the Data Room.

7.2 Subsequent discussions have taken place with representatives of the Trust, primarily

to progress the technical and operational issues covered by that agreement. A number

of meetings have been held with Trust representatives covering a wide range of issues

including the following, some of which are captured in the agreement:

Design of the QMC viaduct and QMC/TC link bridge – including the layout of the

QMC tram stop;

Impact on roads within the QMC site and car parking – during the construction

and operational phases;

Construction methodology;

Privacy of patients and staff within South Block;

Services within the QMC – private and public; and

Electromagnetic Compatibility (EMC) and Harmonics.

7.3 A meeting was held with the Director of Estates and Facilities Management on 12th

May 2009 (please see the Data Room for copies of the minutes of the meeting).

Supporting information (which included a scheme development progress note, a set of

the design drawings along with an outline construction methodology for the QMC

campus) were sent to the Director on 5th May 2009. Following subsequent

discussions with Trust representatives, the design proposals for the QMC viaduct were

slightly modified, primarily to avoid conflict between the viaduct piers and the Trust

utility apparatus. The main conflict related to a valve pit and the calorifier house.

KB/KB/61891/1/UKM/27359957.1 142

Revised drawings were sent to the Director of Estates on 25th September 2009. At

the time of issue of this ITN no further comments have been received from the Trust.

7.4 A working party lead by Mott MacDonald and involving Trust representatives has

been formed to progress EMC and harmonics issues. The intention was to follow a

similar approach to that for the University of Nottingham by identifying potentially

susceptible items of equipment. Information including the EMC management plan

(filed in the Data Room with document number 241592/930/PLN/002) and the

strategy for dealing with EMC equipment (filed in the Data Room with document

number 241592/930/REP/010 Revision A) have been forwarded and discussed with

Trust representatives. Trust representatives have agreed to provide a list of potentially

susceptible equipment used in the QMC building so that any possible electromagnetic

incompatibilitycan be investigated. This list will be made available to Candidates

once this workstream has been further developed.


the Trust in order to fulfil those obligations contained in the agreement with the Trust

that are to be transferred to the Concessionaire pursuant to clause 36 (Third Party

Undertakings and Agreements) of the Concession Agreement.

8. Nations Healthcare

8.1 Nations Healthcare operate the treatment centre within the QMC site and are

responsible for the link bridge that connects the treatment centre with the QMC.

Nations Healthcare's commission with the Department for Health is due to end in July

2013. Discussions took place with Nations Healthcare about the design of the QMC

viaduct and the link bridge prior to the submission of the Order application to

government in April 2007. Nations Healthcare did not comment on the application.

8.2 In the course of developing the Illustrative Design Solutions, meetings have been held

with Nations Healthcare (on 29th October 2008 and 23rd September 2009) to update

them on the NET Phase Two proposals and to discuss matters such as EMC and the

presence of private services that will need to be diverted.

8.3 Nations Healthcare have been provided with information in respect of EMC and have

agreed to provide a list of equipment within the treatment centre which could be

susceptible to electromagnetic interference from the operation of the Network so that

any possible electromagnetic incompatibility can be investigated. Nations Healthcare

are aware that the existing link bridge will be demolished and a link bridge facility

may not be available for approximately 20 months. This is based on the

implementation plan (please see the Data Room for document number

241592/820/PLN/001) prepared by Mott MacDonald. Nations Healthcare are aware

that they will need to make alternative arrangements during the closure period

8.4 In undertaking the detailed design of the link bridge and in constructing and operating

the tramway through the QMC campus, the Concessionaire will need to consult with

Nations Healthcare to ensure disruption to the treatment centre is minimised. In terms

of EMC, the Concessionaire will be required to ensure that threshold levels specified

in paragraph 6.1 (Technical Requirements) of the Concession Specification are not

exceeded during the operational phase.

9. Housing 21

KB/KB/61891/1/UKM/27359957.1 143

9.1 Candidates are referred to paragraph 4 of Appendix 16 for further information in

respect of the interface between theProject and the development at Neville Sadler

Court.

10. Environment Agency

10.1 Prior to submitting the application for the Order, discussions took place with the

Environment Agency about water courses affected by NET Phase Two. The

Environment Agency safeguarded its position and objected (objector number 665) to

the Order and an undertaking was given to the Environment Agency (dated 25th

October 2007 – please see the Data Room for details)

10.2 During the development of the Illustrative Design Solutions, Mott MacDonald have

undertaken a scheme wide flood risk assessment (please see Data Room for document

number 241592/180/REP/002) as a response to the undertaking given to the

Environment Agency. The Environment Agency asked for clarification (please see

the Data Room for a copy of the Environment Agency's letter dated 11th September

2009) on some matters within the flood risk assessment and the Authority has sent a

letter of response (dated 18th November 2009 – please see the Data Room for details)

which addresses the queries raised by the Environment Agency and seeks its approval

in principle to the flood risk assessment.

10.3 In preparing the flood risk assessment, Mott MacDonald were unable to access the

Greater Nottingham Strategic Flood Model ("Flood Model") as itwas still being

prepared by the Environment Agency.The Environment Agency granted access to

the Flood Model in October 2009. Mott MacDonald are presently liaising with the

Environment Agency in order for the Environment Agency to update the Flood Model

to take account of the proposed levels at Compton Acres (West Bridgford) associated

with NET Phase Two, which includes removal of the former railway embankment

adjacent to Compton Acres and St Austell Drive (it currently acts as flood cell

separation).The expectation is that outputs from the revised Flood Model will

confirm that a replacement flood cell barrier is not required. This matter will be

concluded during the tender period and the Candidates notified of the result.

10.4 For the purposes of tendering, Candidates should assume that a flood wall will not be

required in the Area C3, Wilford and Compton Acres. However, as specified in

section14.14of this ITN, Candidates must identify in their Tender the cost

implications if it is later confirmed that its provision will be required. Further

information in respect of the scope of these works is provided in the Mott MacDonald

flood risk assessment which is available in the Data Room.

10.5 NET Phase Two is proposed to cross the River Leen, within the QMC site by way of a

viaduct. The design of the viaduct has been developed further by Mott MacDonald as

part of the Illustrative Design Solutions. Mott MacDonald have produced an AIP for

the viaduct (document number 241592/000/REP/011- please see the Data Room for

details) and discussions have taken place with the Environment Agency about the

viaduct, in particular with respect to the position of the proposed piers.

10.6 In 2005 the Environment Agency agreed to one of the viaduct piers beinglocated

within the flood bund of the River Leen and this was reflected in the Order

documentation. However, during the development of the Illustrative design Solutions,

the Environment Agency asked for the pier to be moved to avoid the flood bund, not

appreciating the commitment given in 2005. Subsequent discussions (please see the

Data Room for minutes of the meeting held with Environment Agency representatives

on 23rd June 2009) resulted in the AIP for the viaduct being revised to move the

KB/KB/61891/1/UKM/27359957.1 144

proposed pier by 1.5 metres towards East Road/South Road, thereby reducing the

impact on the flood bund. The AIP has been signed by the relevant technical approval

body, Nottingham City Council, and was sent to the Environment Agency on 16th

October 2009 (please see the Data Room for details) for endorsement/approval. Given

that detailed discussions have taken place with the Environment Agency and the pier

location has been revised in accordance with the Environment Agency's request, it is

expected that the revised AIP will be endorsed/approved by the Environment Agency,

as indicated in the Environment Agency's letter of 17th August 2009 (please see the

Data Room for details).


the Environment Agency to ensure that the protective provisions in Article 71 (For the

protection of the Environment Agency) of the Order are fulfilled and that the items in

the undertaking are addressed.

11. British Waterways Board

11.1 Prior to the submission of application for Order, consultation with British Waterways

Board ("BWB") took place about the crossing of Beeston Canal at Clayton’s Bridge

and of the River Trent at Wilford Toll Bridge. BWB objected to the Order (objector

number 803) seeking further protection of the affected waterways, in particular during

the construction phase. Subsequent amendments were made to the Order application

as a result and an agreement was completed with BWB on 13th March 2008 (please

see the Data Room for details).

11.2 During the development of the Illustrative Design Solutions, further discussions have

taken place with BWB regarding the approval process for the proposed works at

Clayton Bridge and Wilford Toll Bridge, in particular with respect to the proposed

closure period of the waterways (please see the Data Room for minutes of the meeting

held on 9th April 2008). BWB asked that the ‘Code of Practice for Works Affecting

British Waterways dated August 2007 ("Waterways Code"), which provides

guidance to third parties in respect of works affecting waterways, be complied with.

The Waterways Code forms part of the agreement with BWB.

11.3 For Clayton Canal Bridge, the intention at the time of the Order application was to

rebuild the existing deck which required closure of the canal. However, during the

subsequent development of the Illustrative Design Solutions, the structural analysis

for the bridge was refined resulting in proposals that allowed the existing bridge deck

to be strengthened instead of rebuilt. This eliminates the need for closure of the canal.

As part of the Illustrative Design Solutions, Mott MacDonald have produced an AIP

for Clayton’s Bridge which has been approved by Nottingham City Council in its

capacity as technical approval body (please see the Data Room for document number

241592/000/REP/021).

11.4 At the Order application stage, the proposals for Wilford Toll Bridge included the

removal and reconstruction of the existing superstructure and strengthening of the

foundations. Therefore construction works would have had animpact on the

navigational operation of the River Trent. However, during the subsequent

development of the Illustrative Design Solutions analysis on the existing bridge

foundations eliminated the need to reconstruct the superstructure and the proposals

have been revised to include widening and minor strengthening of the existing deck.

As a consequence, the impact and duration of the works at the River Trent have been

reduced. As part of the Illustrative Design Solutions, Mott MacDonald have

produced anAIP Wilford Toll Bridge which has been approved by the technical

KB/KB/61891/1/UKM/27359957.1 145

approval body (please see the Data Room for document number

241592/000/REP/021).


BWB to ensure that the protective provisions in Article 73 (For the protection of the

British Waterways Board) of the Order are fulfilled in conjunction with the guidance

set out in the Waterways Code.

12. Nottinghamshire Wildlife Trust and Natural England

12.1 NET Phase Two will impact on some areas which have a local ecological value, and

as a consequence discussions have been held with the Nottinghamshire Wildlife Trust

("NWT") and Natural England ("NE") throughout the development of the scheme.

Through these discussions, the proposals have sought, where possible, to minimise

ecological impacts, and changes were made to the proposed extensions to minimise

ecological impacts, for example between Coronation Avenue and Wilford Lane on the

Clifton extension, and at Kings Meadow on the Beeston and Chilwell extension.

12.2 NWT objected to the Order application and appeared at the public inquiry in late

2007. No objection was received from NE. In his report, the Inspector recognised that

some adverse ecological impacts would not be mitigated, but he noted that, in terms of

quality, in the medium to long term, the habitat that is retained or created would be

given appropriate ecological management, and these gains are predicted to be

approximately the same in value to that which would be lost.

12.3 An Exchange Land Certificate was made for the scheme which requires the creation

of an area of replacement open space at Kings Meadow in land which is currently

leased to NWT. Proposals for the replacement open space developed by the

Concessionaire will be subject to consultation with and the approval of NWT.

12.4 NE were most concerned about the potential impacts on the Wilwell Cutting Site of

Special Scientific Interest, located to the south of Ruddington Lane on the Clifton

extension. Extensive hydrological investigations were undertaken in developing the

environmental impact assessment which established that the NET Phase Two

proposals should not impact on the general pattern of hydrological flow away from the

reserve, which is so important for the flora of the reserve. In developing the design,

the Concessionaire shall allow for the disposal of water that currently flows out of the

area through a suitable drainage system, and shall consult NE on the detail of the

proposed NET Phase Two drainage in the vicinity of this site.

12.5 In undertaking works adjacent to areas of ecological importance, or in creating areas

of compensatory habitat, the Concessionaire is required to consult with NWT and NE

as prescribed in the environmental statement, the Code of Construction Practice and

Schedule 29 (Part 7) of the Concession Agreement (Table of Commitments).

13. English Heritage

13.1 Prior to submitting the application for the Order, extensive discussions were held with

English Heritage concerning various works affecting historic buildings and/or works

within conservation areas. The majority of such works are centred around

Nottingham Station, which is Grade II* listed, and the Station conservation area,

which extends south as far as Crocus Street. Other works with heritage impacts

involve Wilford Toll Bridge, Beeston Police Station, Chilwell Methodist Church and

number 2 Devonshire Avenue.

KB/KB/61891/1/UKM/27359957.1 146

13.2 In response to the Order application (which included associated listed building and

conservation area consent applications), English Heritagewhilst supporting the

scheme in principle, made representations and ultimately objected (objection number

GOEM 08) and presented evidence to the public inquiry in late 2007. English

Heritage's main objections related to the proposed works at Nottingham Station and

within the station conservation area, but the adequacy of the environmental statement

was also challenged.

13.3 A comprehensive response to English Heritage's objection was presented along with a

number of minor mitigating concessions. The consequence of this was that both

Secretary of State for Transport in making the Order and the Secretary of State for

Communities and Local Government in responding to the Listed Building Consents

(LBC) and Conservation Area Consents (CAC) applications generally supported the

NET Phase Two proposals. Importantly, the main points were won, namely that the

environmental statement was found to be adequate and Nottingham City Council was

determined to be an appropriate body to consider the discharge of the LBC/CAC

conditions. The terms of the approvals granted in respect of the LBC and CAC

applications are detailed in the Government Office's letter dated 30th March 2009

(please see the Data Room for details).

14. Pedals

14.1 Pedals are a Nottingham based group who campaign for improved facilities for

cyclists. Pedals are represented on the Greater Nottingham Light Rapid Transit

Advisory Committee in respect of NET Line One. The expectation is that Pedals will

continue to be represented on the committee in respect of NET Phase Two. Extensive

consultation about the NET Phase Two proposals took place with Pedals prior to the

submission of the Order application to government in April 2007. Where practical

and appropriate, modifications to the design were made in respect of facilities for

cyclists. Consultation with Pedals confirmed the organisation’s broad support for the

extension of the NET system and highlighted concerns about certain details of the

proposed design. Pedals subsequently objected (objection number 873) to the Order

and presented evidence to the public inquiry in late 2007 (please see the Data Room

for Pedal’s objection (email dated 6th June 2007) and the rebuttal evidence

(NET.R85)).

14.2 The rebuttal of Pedals objection provided a comprehensive response to each of the

concerns raised by Pedals, recognising that a large proportion of the issues could only

be considered at detailed design stage and some were outside the scope of NET Phase

Two and therefore matters for the local highway authorities to consider. The rebuttal

included a statement confirming the Authority's intention of continuing to work with

Pedals on NET Phase Two, during the detailed design, implementation and operations

stages of the scheme. Since the public inquiry, consultation with Pedals has mainly

been through the local highway authorities who have sought Pedals views on the

Illustrative Design Solutions produced for some sections of NET Phase Two (please

see the data for Pedals comments received on 1st October 2009).

14.3 During the tender period, the Authority will make available to Pedals the general

arrangement plans produced by Mott MacDonald as part of the Illustrative Design

Solutions, for all of NET Phase Two. Comments received from Pedals will be

discussed with the local highway authorities and any potential design issues including

scope, will be brought to the attention of Candidates.

14.4 In undertaking the detailed design for NET Phase Two the Concessionaire shall

consult with Pedals.

KB/KB/61891/1/UKM/27359957.1 147

15. Department for Transport–Mobility Inclusion Unit ("MIU") and Disabled Advisory

Resource Group ("DAG")

15.1 Feedback on NET Line One from users and the local disability groups is positive and

suggests that NET Line One is a welcomed addition to the transport network for a

wide range of users and those with specific mobility needs. The contribution of NET

Line One and the potential benefits of NET Phase Two in respect to inclusive travel

opportunities is also recognised in the Greater Nottingham Local Transport Plan.

15.2 The DAG is the Authority's group of community representatives on disability issues.

The DAG is consulted by the Authority on matters of policy and guidance, and

occasionally on development proposals. A presentation given to the DAG in July

2005 about NET Line One and NET Phase Two was well received and the committee

were supportive of the Order proposals.

15.3 In response to the Department for Transport’s programme entry approval for the

Project, a meeting with the MIU was held in June 2008. The MIU were close to the

development of NET Line One. Positive and constructive feedback was given

regarding both NET Line One and the proposed approach to accessibility on NET

Phase Two. The MIU has noted that NET Line One is often used as an example of

best practice within this local transport sector. In addition, the MIU have maintained

dialogue with the Authority on the proposed revisions to the Rail Vehicle

Accessibility Regulations 1998 and other best practice.

15.4 The Authority is proposing to meet again with both the MIU and the DAG during the

tender period to update them on the current development of NET Phase Two.

15.5 The Concession Specification requires the regulations arising from the Disability

Discrimination Act 1995 to be fully satisfied and the design guide appended to the

Concession Specification identifies accessibility as a key design quality objective

against which design quality will be considered, and provides guidance on a number

of aspects of this. NET Phase Two is to provide at least the same level of accessibility

as NET Line One and, where practical, build upon this. In doing so, consistency is an

important consideration such that users are presented with a familiar environment and

the same basic features wherever they are on the extended Network. To fulfil these

obligations, the Concessionaire will need to continue a constructive dialogue with the

MIU on developments in legislation and national best practice, and keep the DAG

informed about progress on accessibility issues and in obtaining their support in

identifying appropriate local solutions for the NET system.

KB/KB/61891/1/UKM/27359957.1 148

APPENDIX 18 - TARGETED EMPLOYMENT AND SKILLS METHOD STATEMENT

Equal Opportunities

1. Candidates must describe the steps they will take to ensure that all vacancies are notified to agencies agreed by the Authority and to ensure that

candidates identified by these agencies will have equality of opportunity in the selection process. Candidates must specify how they will ensure that

the supply chain members and subcontractors comply with this.

2. Candidates are required to explain how they will collect data on the numbers of vacancies offered to the agreed agencies, and the number filled by

candidates from these agencies. Candidates must provide details as to how these numbers will be communicated to the Authorityand at what

intervals.

Training Opportunities

3. Candidates must complete Table 1 below.

Table 1: Person-weeks to be delivered by New Entrant trainees (excluding work placements)

Occupation Labour Requirements Person-weeks delivered by New Entrant Trainees

Total for Contract Appentices -

existing

Apprentices – project

initiated

Other trainees Total No. % of Total p/wks

P/wks No P/wks No P/wks No P/wks No P/wks No

KB/KB/61891/1/UKM/27359957.1 149

P/wks – A person-week is equivalent to one person working 5 days either on-site or through a mix of onsite work and off-site training. The total

person-weeks utilised on the contract shall include time provided by management and professional staff, trades and operative staff and ancillary staff.

No. – enter here the number of individuals that you anticipate using for each occupation and category.

A New Entrant is a person who is leaving an educational establishment (e.g. school, college or University) or a training provider, or a non-employed

person who is seeking employment and the employment requires on-site training and assessment or offsite training or a mix of these.

Apprentice - a New Entrant who is a person registered as an apprentice with an industry recognised body. Each apprentice can be counted as a New

Entrant for up to 104 weeks.

Other Trainees - a New Entrant other than an Apprentice. Each Other Trainee can be counted as a New Entrant for up to 52 weeks.

4. Candidates must complete Table 2 below to show the number of person-weeks that will be offered as work-experience opportunities for unwaged

trainees (from Colleges / Schools / Universities).

Table 2

Occupation/Activity No. Person-weeks

16 – 17 years 18+ years

TOTAL

KB/KB/61891/1/UKM/27359957.1 150

5. Candidates must describe the arrangements they will make to provide mentoring and support to New Entrant trainees and unwaged trainees on work

experience placements, to ensure maximum achievement of industry accreditation and to ensure that the quality requirements for the Project are not

compromised.

6. Candidates must describe what steps they will take to ensure supply chain and subcontractor co-operation where this is necessary to fulfil the training

requirements.

7. Candidates must describe what arrangements they will make for the recruitment of apprentices and othertrainees from agreed sources, and what

networks they will exhaust (including which agencies they will work with) to achieve this.

8. Candidates must describe what arrangements they will make for recruitment of apprentices and other trainees from Nottingham City Council's priority

groups (under-achieving young people and adults that have been non-employed for over 6 months).

Management, Administration and Reporting of Recruitment and Training Requirements

9. Candidates must explain how:

9.1 they will organise the management and supervision of the Project to ensure that the targeted recruitment and training requirements are fully

delivered;

9.2 those individual(s) in their organisation who will be responsible for managing the training scheme and overseeing the proposalswill be

identified?

9.3 monitoring information will be collected in order to provide evidence of performance against the targeted recruitment and training

requirements, setting out who will be responsible for this. Candidates must prepare performance indicators, based on a local (Nottingham City

Council) and a regional (50 mile radius) catchment area;

9.4 they will set up clear and regular reporting lines and report back to the Authority on performance against the targeted recruitment and training

requirements throughout the duration of the Concession Agreement; and

9.5 they will ensure that 'personal data' as defined in the Data Protection Act can be made available to the Authority for the purposes of

monitoring performance against the targeted recruitment and training requirements.

KB/KB/61891/1/UKM/27359957.1 151

Costs

10. Candidates must complete Table 3 below to demonstrate a cost-neutral approach

Table 3: Summary of Targeted Employment and Skills Training Resources

Cost item £ Basis of calculation

Management and administration

Training costs

Additional site costs

Mentoring and support activities

Total cost

Sources of

Funding and other Resources

CITB Grants

Existing company staff/overheads

Trainee productivity

Services from other external agencies

Total of additional resources

Net Cost Difference between total cost and total of

additional resources. This should be nil.

KB/KB/61891/1/UKM/27359957.1 152

Promoting supply chain opportunities

11. Candidates must provide information about their commitment and the approach and actions they intend to take to ensure the delivery of supply chain

opportunities to businesses in the local area, and in particular new and small enterprises.

12. Candidates must state which agencies they propose to work with in promoting supply chain opportunities, and what arrangements they propose to put

in place with these agencies.

13. Candidates must state targets for: (a) expenditure by value with suppliers in the local (Nottingham City Council) and the regional (50 mile radius)

catchment area (as a percentage); and (b) economic respend in the local and regional catchment area (as a percentage).

14. Candidates must explain how they will record supply chain information and how they will report information to the Authority throughout the contract

at agreed periods.

Statement

15. Candidates must provide any other information about their commitment and the approach and actions they intend to take to ensure the delivery of the

targeted recruitment and training requirements.

KB/KB/61891/1/UKM/27359957.1 153

APPENDIX 19 - SCOPE OF HYPOTHETICAL EXTENSIONS AND PRICING

ASSUMPTIONS

1.SCOPE OF THE EXTENSIONS

This appendix is provided for the purposes of section 14.15.4 of the ITN only. Candidates

should note that Extension A and Extension B are generic in nature and do not relate in

any way to a specific proposal for a Network Extension.

a.Extension A

This extension would expand the Network from one of the existing termini to connect

to a new development. The extension would terminate at a large Park and Ride site of

similar size to those on the Network at Clifton and Toton Lane. The extension would

add approximately 2.4km to the Network. Typical peak hour runtimes are estimated

to add 5 minutes and 30 seconds to the existing runtime for the line to which the

extension will connect. Two additional tramstops would be anticipated. The

extension would comprise almost entirely segregated running.

b.Extension B

This extension would diverge from the Network part way along one of the existing

lines. The additional length added tothe Network for this extension would be

approximately 4.5km. The peak hour runtime from Nottingham Station tramstop to

the terminus on this extension is estimated at 15 minutes and 15 seconds. Seven

tramstops would be anticipated along the route (including those that form part of the

existing Network). The extension would comprise approximately 60% on street and

40% segregated running. The route would terminate at a 500 space Park and Ride

site.

2.SPECIFICATION FOR THE EXTENSIONS

Both extensions will beimplemented, operated and maintained in line with the

Concession Agreement and the Concession Specification, allowing for modification to the

payment mechanism set out at schedule 4 to accommodate the additional service

provision. It should be noted thatthe payment mechanism has been designed to be

scalable (i.e. permit increase service provision) with minimal alterations to the underlying

principles.

A service pattern of 8 trams per hour per direction will apply. In line with this stipulated

service pattern, the approximate additional tram kilometres should be taken as the

following:

i. Extension A = 251,600 km

ii. Extension B = 428,000 km

The Concessionaire will be required to update the relevant operation and maintenance

plans and manual to take account of the additional infrastructure provided by these

extensions.

KB/KB/61891/1/UKM/27359957.1 154

3.ADDITIONAL TRAMS

Candidates are required at section 14.16 of the ITN to propose a mechanism relating to the

provision of additional trams. Therefore Candidates are not required to include any

capital costs in respect of the provision of such additional trams in their response to

section 14.15.4 (Operating and Maintenance Costs for Extensions).

4.PROJECT MILESTONES, OPENING DATES AND INDEXATION

For the purposes of completing the spreadsheet at Appendix 20, Candidates must provide

prices in accordance with the financial requirements set out in section 14 of the ITN as if

Extension A and Extension B were to be procured within the implementation period

currently set for the NET Phase Two extension to Chilwell and Clifton. Candidates must

clearly specify any indexation factors which are to apply to the operating and maintenance

costs.

5.PRICING ASSUMPTIONS

For the purposes of completing the spreadsheet at Appendix 20, Candidates must assume

the following:

a)the average cost to the Concessionaire of employing additional staff on these

extensions is to be equal to the average cost included in the relevant Candidate's NET

Phase Two pricing basis, indexed by AEI;

b)the unit cost for traction power required to operate Services on these extensions is to

be equal to that required, on average, to operate Services on NET Line One and NET

Phase 2 on a like for like basis;

c)the cost pertram of complying with the maintenance requirements specified in the

Concession Specification in relation to the required additional trams is to be equal to

the Candidate's assumed cost per tram of complying with the maintenance

requirements specified in the Concession Specification for the NET Phase Two

Trams;

d)the cost of spare parts in relation to the additional trams required for the purposes of

these extensions is equal to the cost of spare parts assumed by the Candidate in respect

of the NET Phase Two Trams, indexed by RPI;

e)the rest of the Network is able to support the operation of the additional services on

the basis set out in this appendix;

f) the introduction of these extensions will not have any impact on the performance

levels achieved for NET LineOne and NET Phase Two under the payment

mechanism;

g)the additional costs that will be incurred in maintaining the extended Network are on

an equivalent basis in respect of the operation and maintenance of Services for NET

Phase Two;

h)the additional trams required to provide the Services on the extensions are

demonstrated, as part of the testing and commissioning process, to be capable of

delivering the timetable, run times and all other relevant specifications for the

operation of Services on the Network provided for in the Concession Agreement and

are otherwise demonstrated to be capable of enabling the Concessionaire to comply

KB/KB/61891/1/UKM/27359957.1 155

with its obligations under the Concession Agreement, in each case without

modification;

i) the equipment to be used by the Concessionaire for the purpose of providing any

aspect of the Services on the extensions is demonstrated, as part of the testing and

commissioning process, to be capable without modification of enabling the

Concessionaire to comply with its relevant obligations underthe Concession

Agreement;

j) the additional trams required are capable of being operated on all parts of the Network

without modification and are fitted with suitable recovery equipment to enable

recovery of and by all other existing trams; and

k)the introduction of these additional extensions does not cause the Concessionaire to

incur any additional costs in maintaining or renewing the rest of the Network.

Candidates are also referred to the additional instructions set out in the spreadsheet

provided at Appendix 20.

KB/KB/61891/1/UKM/27359957.1 156

APPENDIX 20 - NETWORK EXTENSIONS OPERATING AND MAINTENANCE COSTS



APPENDIX 15 – DRAFT ADVICE ON PROCUREMENT


Submitted July 2011

1

NOTTINGHAM CITY COUNCIL AND NOTTINGHAMSHIRE COUNTY COUNCIL

PROPOSED AMENDMENTS TO THE DRAFT NOTTINGHAM EXPRESS TRANSIT

CONCESSION AGREEMENT FOR PHASE TWO

Preliminary NOTE OF ADVICE ON CHANGES

1. I provided written advice in May 2009 concerning the application of public

procurement law to the development of the Nottingham Express Transit System

(“NET”), and in particular, to the introduction of a “Phase 2” as well as other

further potential additions to the works and services specified in the original

proposed Concession Agreement to be entered into between Nottingham City

Council and the successful tenderer following a procurement process which (at

that time) had not yet been launched.

2. By way of summary, I concluded in that advice that it is likely that works and

services in addition to the Phase 2 works and services explicitly specified in the

Concession Agreement could be acquired under the Concession Agreement

without conducting a further procurement process on the basis that it may be

open to extend the Agreement to new and as yet unplanned phases. In forming

that conclusion, I concluded that while the Concession Agreement was concerned

with the provision of both works and services, the primary purpose of the

Agreement was likely to be the provision of works. The Public Contracts

Regulations 2006 would therefore apply to the Concession Agreement. On the

basis that the contract set out detailed rules for establishing the terms applicable

to a change to the contract and that the pricing terms in the contract provide

strong constraints on any intended or inadvertent change to the economic

balance in the contract, the introduction of new phases to be provided under the

Concession Agreement would, on balance, not constitute a material change such

2

that a new procurement process should be undertaken. I am not asked to revisit

any of these issues.

The Changes

3. I am now asked to provide further advice in relation to proposed changes to

clauses 60.2.3, 60.2.6.2, 60.3.4, 60.3.7.2, 60.4.2 and 61.1.2 of the Concession

Agreement.

4. The effect of the changes is to remove the Authority’s right to force through a

network extension by referring the matter to the Dispute Resolution Procedure

and to make it necessary for the Concessionaire to agree to the extension. In

particular, any such extension now requires not only the approval of the

Extensions Project Board, but also the approval of a majority of the

Concessionaire’s Extensions Project Board Members present at the relevant

Extensions Project Board meeting. I am instructed that the framework for

progressing the extension remains the same and there were in any event always

areas in which agreement and or cooperation on the part of the Concessionaire

was necessary in order to proceed.

5. The history to these changes is that the principle that extensions might be

required by the Authority rather than added by agreement was contemplated by

the ITN. Both prequalified bidders were told in the ITN that they were required

to submit "a fully comprehensive and detailed mark up of the draft Concession

Agreement." They were therefore encouraged to submit changes to these

clauses to reflect their requirements. Separately the European Investment Bank

was identified as a prospective funder and it had expressed fairly similar

concerns and it was likely that it would have fed those concerns through to

whichever bidder was subsequently to look to it for funding.

6. I am instructed that in fact the proposed changes I am asked to consider were

made by the Authority's preferred bidder (Tramlink Nottingham) prior to its

selection as preferred bidder in the mark-up it submitted as part of its response

to the Authority's ITN. The reasons for these changes were that Tramlink

Nottingham and its financiers were uncomfortable with the possibility of having

3

a network extension forced upon them by the Authority without having a right of

veto over matters such as selection of sub-contractors and financing proposals.

Key Principles

7. I set out in some detail in his May 2009 advice the principles to be applied in

determining whether a proposed amendment or proposed amendments to

existing contractual terms constitute a material change (see in particular

paragraphs 19 and 20 of that Advice). By way of summary, the following factors

are relevant:

8. The factors to be considered include:

a. Whether tenderers who did not bid for the original contract might have

bid for the contract had the bid documents expressly provided for the

changed provision, whether there is a significant chance that a different

tenderer would have been successful if the actual bid documents had

contemplated or encouraged this change.

b. Whether the economic balance between the Council and the supplier is

altered by this change, in particular whether the economic balance is

altered in favour of the supplier;

c. Whether the original procurement process and contract contemplated or

allowed for the relevant changes (although note that if clauses allowing

for changes are too broad or uncertain they might not be capable of being

relied upon – see R (Law Society) v Legal Services Commission [2008] 2

WLR 803);

d. Whether the scope of the original contract is extended considerably to

allow for services not originally covered or whether there is a change to

the essential conditions.

See C-454/06 Pressetext

4

9. Further, as I set out in the May 2009 advice, the Commission’s view on the issue

in the context of Institutionalised Public-Private Partnerships (“IPPPs”) can be

illustrated by an extract from the Commission Interpretative Communication on

the application of Community law on Public Procurement and Concessions in

which the Commission has stated as follows.

“…[P]rocurement rules, whether derived from the EC Treaty or from the

Public Procurement Directives, must also be respected when awarding to

the public-private entity public contracts or concessions, other than those

public contracts and concessions that have already been subject to

competition in the tender procedure for the founding of the IPPP in

question. In other words, IPPP must remain within the scope of their initial

object and can as a matter of principle not obtain any further public

contracts or concessions without a procedure respecting Community law on

public contracts and concessions.

However, as the IPPP is usually set up to provide a service over a fairly long

period, it must be able to adjust to certain changes in the economic, legal or

technical environment. Community provisions on public procurement and

concessions do not rule out the possibility of taking into account these

developments as long as the principles of equal treatment and transparency

are upheld. Thus, should the contracting entity wish, for specific reasons, to

be able to amend some conditions of the tender after the successful tenderer

has been selected, it is required expressly to provide for that possibility, and

for the relevant detailed rules, in the notice of invitation to tender or in the

tender documents and to define the framework within which the procedure

must be carried out, so that all the undertakings interested in taking part in

the procurement procedure are aware of that possibility from the outset

and are therefore on an equal footing when formulating their respective

tenders.

Changes to essential terms of contracts not provided for in the initial tender

documents require a new procurement procedure….”

5

10. Although the focus of this passage appears to be the addition of further works to

those originally specified in the contract documents, it nevertheless indicates

that the Commission’s view is that these kinds of contracts should be capable of

at least some degree of amendment without attracting an obligation to re-tender.

Analysis and Conclusion

11. From what I am told it does seem that the unsuccessful bidder did have sufficient

opportunity to make the same submission in its mark-up and indeed that it

might well have ended up having to contract on a similar basis as a result of

funders' concerns. It seems therefore that it may be difficult for that bidder to

establish serious concerns.

12. I note that it is also necessary to consider whether there is any significant risk

that a potential tenderer who did not bid for the original contract might have

done so in the event it was aware that it had the ability to withhold its approval

of any new phase or phase implementation plan. As I understand it, though, the

OJ notice did contemplate that additional phases or extensions might be

undertaken and that such extensions would be undertaken on the basis of

agreements between the parties. In effect a natural reading of the OJ notice

indicates that any eventual Concession Agreement could be expected to provide

for the provider to withhold consent for extension to the network, or at least

insist that any extension be carried out on agreed terms. Further, given that at

least one of the central purposes of the Concession Agreement was the provision

of works in relation to the development of further phases, and only two consortia

submitted pre-qualification responses and both of those were given the

opportunity to submit amendments to the draft Concession Agreement prior to

preferred bidder selection, it seems reasonably unlikely that any contractor who

did not bid would be able successfully to establish that it would have bid had it

been able to decline to participate in the implementation of any new phase. On

the contrary, whatever may have been introduced later on in the procurement it

does not seem that any would-be bidder could sensibly argue that it was put off

from bidding by the OJ on this specific point. One hesitates to exclude the

possibility that there might be other background facts which would support such

6

a case but on the basis of my instructions I consider the risk of any successful

argument to this effect to be very low.

13. In my view, the changes contemplated by the Council on balance do not

constitute changes to the Concession Agreement. They do not seem to depart

markedly from the version of the provisions which I considered for the purpose

of the advice in May 2009 and insofar as they do it does not seem that in the

context of this procurement there is really any bidder or would-be bidder likely

to have any sensible basis for complaint. I do not consider that the change alters

the scope of the original contract to cover works or services not originally

envisaged. For these reasons, I consider that on balance the changes to the

Concession Agreement proposed do not constitute material changes affecting the

validity of the tender process and that, in accordance with our advice of May

2009, the Council may rely on the mechanism contained within the Concession

Agreement to procure extensions to the network without the need to conduct a

fresh procurement procedure at that time.

MICHAEL BOWSHER QC

Monckton Chambers

21 June 2011


APPENDIX – RISK, ISSUE & OPPORTUNITY MANAGEMENT PROCEDURE


Submitted July 2011

NET Project Management Team NET Phase Two – Project Management Plan Procedure P05 – Risk, Issue & Opportunity Management Procedure

NET2/PMP/P05

Risk, Issue & Opportunity Management Procedure

1 Purpose

The purpose of this procedure is to ensure that all parties involved with the delivery of NET

Phase Two understand and implement the agreed method for recording, assessing and

controlling risks, issues and opportunities affecting the project.

The term ‘Risk’ is used throughout this plan to refer to risk, issues and opportunity

interchangeably.

2 Scope

The use of this procedure covers the whole project life cycle, from commencement of the

requirements definition through to implementation and operation of NET Phase Two. The

process is intended to identify any potential risk which may affect the project over its life

cycle, ensure the potential impacts on the project are understood and recorded, and to put

into place an action plan to manage each risk identified.

During the advanced design stage of the project, responsibility for identifying and managing

engineering, operational and maintenance risks affecting the scope, cost or time to

implement the scheme was been delegated to the Design Service Consultants, whose

arrangements for managing these scheme risks are consistent with this procedure.

The scope does not include retained risks to the council under the NET Line One

Agreements which are covered by the NET Line One Risk Management Procedure ref

PEP/P05.

3 Definitions

In the context of this project:

A Risk is an event in the future that if it occurs will have an affect, either positively or

negatively, on the achievement of the projects objectives and is measured through a

combination of impact and likelihood.

An Issue is a problem that currently affects the Project that is being dealt with through

ongoing project management activities.

NET2/PMP/P05 – Rev: 01 Prepared by SJD Page 2 of 11


NET2/PMP/P05

An Opportunity is used to describe a favourable event which could have a favourable

impact on the achievement of objectives and requirements.

4 Principles

The NET Phase Two ‘Project Risk Register’ is the key tool in managing risk across the

project. The register has been created through a series of structured, facilitated risk

workshops attended by members of the NET Project Management team and key consultants

and advisors to the project.

The register is a live document and must be maintained and fully updated throughout the

project lifecycle. All parties involved in the delivery of the project should be aware of the

content of the current register and ensure that it is kept up to date as risks and issues

become apparent, evolve and are closed.

A separate ‘Project Issue Log’ is used to manage live issues on the Project.

This procedure is consistent with the Nottingham City Council corporate risk management

arrangements.

5 Risk, Issue & Opportunity Management Process

The Project Risk Register is separated into three distinct steps;

• Step 1: Risk Identification

• Step 2: Current Assessment

• Step 3: Response Plan

Whether a new risk has been identified or existing entries require review the process

defined in Steps 1-3 below should be followed.

5.1 Step 1 : Risk Identification New risks can be proposed for inclusion on the register by any member of the Project Team.

Details of any new entry should be issued to the Risk Coordinator and should contain all the

information required to complete Step 1.

When reviewing existing risks Risk Champions should ensure all of the Step 1 information

remains current.



NET2/PMP/P05

5.1.1 Risk Description (Step 1A)

When a new risk is identified it is important to consider both why the uncertainty exists,

and the potential effects of it occurring. A risk should therefore be broken down into

“Cause”, “Risk Event” and “Consequence”, as defined below:

• Risk Event: What is the event which may pose a threat to the project objectives?

• Root Cause: What are the known factors giving rise to the uncertainty?

• Consequence: The effect(s) or event(s) that result if the risk event occurs

5.1.2 Risk Classification (Step 1B)

Each Risk should be classified as “Strategic”, “Project” or “Workstream”. When

considering this for new risks the following guidance should be noted:

• Strategic Risks: These are generally are high-level risks which lie outside the control

of the Project Team.

• Project Risks: Risks which are within the project teams control but could impact upon

more than one workstream and therefore require a wider audience.

• Work stream Risks: Risks which can be dealt with within a specific workstream.

These events should be reference to the relevant workstream (e.g. Legal and

Commercial, Powers and Approval ect.)

When reviewing existing risks it is the Risk Champion’s responsibility to notify the Risk

Coordinator if they feel the classification should amended.

5.1.3 Assigning a Risk Champion (Step 1C)

When notifying the Risk Coordinator of a new risk the team member putting the risk

forward should agree with the Risk Coordinator who is best placed to act as Risk Champion.

The following guidance applies when identifying Risk Champions:

• Strategic Risk Champions: NET Director or NET Phase Two Project Director

• Project Risks Champions: NET Phase Two Project Director or Lead Project Manager

• Work Stream Risk Champions: Relevant workstream Leader

Should a Risk Champion propose that an existing risk should be reclassified they should

inform the Risk Coordinator as part of their review feedback. Should the reclassification

mean that a different member of the project team is now more suited to taking on the role

of Risk Champion the Risk Coordinator should amend the register and seek the new Risk

Champion’s approval.



NET2/PMP/P05

5.1.4 Phasing (Step 1D)

The Phase or Phases at which a risk may impact upon the project should be recorded in

order to guide the content and timing of the mitigation response plan.

The four phasing options are “Powers”, “Procurement”, “Implementation” and or

“Operations”.

As the project progresses to a new phase, for risks solely affecting the previous phase the

Risk Champion should identify if the risk should either be closed or remain a risk.

5.1.5 Review Cycle (Step 1E)

A review cycle is agreed between the Risk Coordinator and the proposed Risk Champion.

The frequency of review for each risk is varied based on the immediacy of the particular risk

and / or the mitigating actions raised.

The review cycle will be monthly, three monthly or six monthly.

5.2 STEP 2 : Assessment

5.2.1 Probability and Impact assessment (Step 2A)

To identify those risks which pose the most significant threat to the project, risks will be

scored and ranked in terms of their ‘probability’ of occurrence and their potential ‘impact’

considering such factors as cost, time, quality and reputation.

Each category is based on a qualitative scale and should be assessed as indicated in tables

7.1 and 7.2.

Risk Champions should undertake an initial assessment of new risks with the Risk

Coordinator; subsequent reviews should ensure that the risk impact and probability scores

continue to reflect the risk in light of project developments.

When reviewing existing risks it is essential that the Risk Champions continue to assess the

probability and impact and ensure that the register represents the current position.



NET2/PMP/P05

Category (Score) Probability Description

Certain – ISSUE (6)

100% Has happened or will definitely happen

Very High (5) 70-100% Almost certain to occur

High (4) 50-70% Likely to occur

Medium (3) 30-50% More likely not to occur but significant uncertainty

Low (2) 10-30% Unlikely to occur but could happen

Very Low (1) 0-10% Improbable occurrence

Table 7.1 Probability Assessment

Category

(Score)

Cost / Schedule Impact COST Time (Months)

Catastrophic

(5)

Showstopper Greater than £100M More than 12

months

Major (4) Major cost increase or schedule

delay

£1M to £100M 6 to 12

months

Moderate (3) Moderate cost increase or

schedule delay

£100,000 to £1M 3 to 6 months

Minor (2) Minor cost increase or schedule

delay

£1,000 to £100,000 1 to 3 months

Negligible (1)

Insignificant cost increase or schedule slippage

Less than £1,000 Less than 1

month

Benefit (0) Could benefit the project N/A N/A

Table 7.2 Impact Assessment



NET2/PMP/P05

5.2.2 Assessment of Issues

Issues are recorded and assessed in the same manner as risks but the probability of an

issue occurring is 100% and should be noted by entering 6 in the probability column.

Impacts are therefore graded on their impact score alone.

Issues, by their nature, often require urgent attention and as such they may at project or

workstream level, be handled informally through day-to-day communications, reporting and

team meetings.

Those issues which can not be resolved by the project team or workstream managers as

part of the day-to-day management of the project, or issues which require a wider

audience, should be recorded following the approach set out within this procedure. The

Risk Coordinator should then ensure that any Issues within the Project Risk Register are

transferred to the Project Issue Log which is reviewed at fortnightly team meetings.

Opportunities should be given an impact score of zero to identify them as a benefit.

5.2.3 Risk Level (Step 2B)

The risk level is reached as a function of multiplying the probability and impact scores.

Each risk is then graded based on the probability and impact matrix below (table 7.3);

• Red – Unacceptable;

• Amber – Undesirable; or

• Green - Negligible

Impact

Very Low Low Medium High Very High

1 2 3 4 5

Very High 5 5 10 15 20 25

High 4 4 8 12 16 20

Medium 3 3 6 9 12 15

Low 2 2 4 6 8 10 Prob

abili

ty

Very Low 1 1 2 3 4 5

Table 7.3 Probability and Impact Matrix



NET2/PMP/P05

5.2.4 Risk Status (Step 2C)

The status of all new entries onto the register is defined as “open”.

Once a Risk Champion has been identified and the Risk Champion has accepted ownership

of the risk the status should be changed to “acknowledged”.

When all actions have been successfully completed to the extent that the risk event is no

longer represents a risk to the project then the Risk Champion should notify the Risk

Coordinator that the status should be amended to “Closed”.

5.3 Step 3: Response

5.3.1 Response Strategy (Step 3A)

The Risk Champion should identify a suitable response strategy for the identified risk event,

both for the current and future phases.

There are four available responses to an identified risk;

• Avoid: Eliminate the risk by adjusting the project delivery or scheme so that the risk no

longer applies (e.g. by not doing those activities that would lead to or trigger a

particular risk), or makes the opportunity happen (e.g. by accepting an offer by a third

party), and in so doing accepting any issues that may arise from this.

• Transfer/ Share: Pass the risk or opportunity to a party best placed to manage it (e.g.

the Concessionaire, insurer, etc). These risks should continue to be monitored, but in

event that the risk or opportunity event occurring, the promoting Council’s may lose

their say in the resolution of any resulting issues. Within the Transfer/ Share response

there are two further strategies which may be applied to the risk:

• Delegate: Pass the management of the risk or opportunity onto a nominated party

(e.g. the Design Service Consultant) whilst maintaining overall ownership of the

risk. Regular reporting to the nominated party would be required on the delegated

risk.

• Monitor: Where the risk or opportunity has been transferred, it may still be

deemed beneficial to the Promoters to continue to monitor the risk to ensure that

the actions arising from the response plans do not unintentionally affect other areas

or aspects of the project delivery or the scheme.

• Mitigate/ Reduce: Reduce the risk by identifying and implementing actions that

addresses the probability, impact or both and so contain it to a more acceptable level,

and should the event occur manage an acceptable outcome as an issue

• Accept: Accept the risk or opportunity exists, but do nothing other than monitor and

review, and should the event occur manage an acceptable outcome as an issue.



NET2/PMP/P05

5.3.2 Action Plan (Step 3B)

Once the response strategy has been identified, actions required to implement the strategy,

and those best placed to undertake the actions, should be identified by the Risk Champion

and recorded on the register by the Risk Coordinator.

There may be more than one action against each risk but each action must have its own

clearly identified owner and timescale to complete. When new risks are entered, the Risk

Coordinator should ensure that the Action Owner is aware and accepts responsibility for

their action.

It is the Action Owner’s responsibility to update the Risk Champion on progress against

their specific actions as they develop, inline with action due dates and the agreed review

cycle.

5.3.3 Target Assessment (Step 3C)

The Risk Champion and Risk Coordinator should agree a target mitigation score which

should assume that all identified mitigations will be carried out successfully and should

therefore demonstrate the anticipated and accepted level of retained risk. Should the Risk

Champion (or the Project Team) not be comfortable with the level of retained risk then the

response plan should be reviewed to identify if any further actions can be taken to further

reduce the target score.

6 Key Roles and responsibilities

6.1 Risk Coordinator The Risk Coordinator, part of the Project Support Team, is the custodian of the Risk

Register and is responsible for its maintenance, revision and distribution.

The Risk Coordinator is responsible for managing the interface of NET Project Risk Register

with both the Project Issue Log and, during the advanced design phase, the Design Service

Consultants Technical Risk Register (including the escalation and delegation of risks

between the two registers).

6.2 Risk Champions The Risk Champion’s role is to proactively manage their risks and provide updates to the

risk coordinator ensuring that the information recorded on the register accurately

represents the current position. Risk Champions reviews should be provided in

accordance with the agreed review schedule.



NET2/PMP/P05

Champions should be aware of work being undertaken by action owners on their risks and

report progress to the Risk Coordinator.

Any amendments Risk Champions may wish to make to their risks should be notified to the

Risk Coordinator.

6.3 Action Owners Action Owners are assigned to each mitigating action identified within the response plan. In

addition to ensuring their actions are carried out, action owners are responsible for keeping

the Risk Champion up to date with progress against their actions in order the that the Risk

Champion can report progress on their respective risks.

6.4 Project Team The entire Project Team has a responsibility for risk identification and should be aware of

what is recorded on the Project Risk Register. Should any member of the Project Team

believe an item on the register to be incorrect, inaccurate or require further information

then they should notify Risk Coordinator and the relevant Risk Champion.

7 Monitoring Forums

In conjunction with following this procedure, key risks should be an Agenda item at the

following key project meetings;

• NET Project Management Team Meetings – Fortnightly

• Legal & Commercial (Work Stream Level Meetings) – Fortnightly

• Risk Coordinator / Risk Champion review meetings – as required either by project

developments or dictated by the risk review schedule

These meetings provide a forum for Risk Champions and / or the Risk Coordinator to share

open discussion of key risks with a wider audience. The results of review at such forums

should be communicated to the Risk Coordinator following the procedure herein.

The Project Issue Log is also reviewed during the fortnightly Team Meetings.




NET2/PMP/P05

8 Risk Reporting

Risk forms part of the two monthly progress reports issued to Project Board.

The risk summary captured within the report should highlight as a minimum:

• New Risks or identified within the reporting period;

• The most significant strategic, project and key legal and commercial work stream risks;

and

• Risks closed out within the reporting period.

A summary risk report capturing key risks also forms part of the papers produced for review

at the fortnightly Legal and Commercial Work stream Meetings.


APPENDIX 27 – PROJECT PROGRAMME


Submitted July 2011

ID Task Name Duration Start Finish Resource Names

1 KEY MILESTONES 1388 days 19 May '09 12 Sep '14

2 Make Order (TWAO) 0 days 19 May '09 19 May '09

3 DfT Conditional Approval and PRG Approval 0 days 31 Jul '09 31 Jul '09

4 Issue OJEU Notice 0 days 24 Sep '09 24 Sep '09

5 Tenders returned 0 days 20 May '10 20 May '10

6 Inform preferred bidder 0 days 28 Mar '11 28 Mar '11

7 Financial Close 0 days 13 Sep '11 13 Sep '11

8 Commence Core Constuction (Beeston Line) 0 days 09 Jan '12 09 Jan '12

9 Commence Core Construction (Clifton Line) 0 days 05 Mar '12 05 Mar '12

10 1st tram delivery 0 days 25 Mar '13 25 Mar '13

11 System Opens 0 days 12 Sep '14 12 Sep '14

12 Settlement Agreement 6 days 08 Jul '11 15 Jul '11

13 Full County sign off 0 days 08 Jul '11 08 Jul '11 Pat Armstrong

14 Execute Settlement Agreement 0 days 15 Jul '11 15 Jul '11 Pat Armstrong

15 Amended TWA/Exchange Land Certificate 27 days 17 Jun '11 25 Jul '11

16 TWA Secretary of State decision 0 days 17 Jun '11 17 Jun '11 Steve Tough

17 Six week Challenge period 27 days 17 Jun '11 25 Jul '11

18 ELC secretary of State decision 0 days 17 Jun '11 17 Jun '11 Steve Tough

19 NET Line One Termination 166.94 days 31 Jan '11 20 Sep '11

20 Termination Agreement (On hold pending Share Purchase Discussions) 41 days 13 May '11 08 Jul '11

21 Prepare draft Termination Agreement 22 days 13 May '11 13 Jun '11 Chris Deas

22 Issue draft Termination Agreement to Arrow 0 days 13 Jun '11 13 Jun '11 Chris Deas

23 Negotiate Termination Agreement 18 days 14 Jun '11 07 Jul '11 Chris Deas

24 Execute Termination Agreement 1 day 08 Jul '11 08 Jul '11 Chris Deas

25 Termination Payment (On hold pending Share Purchase Discussions) 141.94 days 07 Mar '11 20 Sep '11

26 Issue Termination Notice 0 days 07 Mar '11 07 Mar '11 Alastair Howcroft

27 Agree approach to termination valuation, inc methodology, inputs, taxtreatments etc.

25 days 07 Mar '11 11 Apr '11 Alastair Howcroft

28 Arrow to provide financial model 0 days 01 Jul '11 01 Jul '11 Alastair Howcroft

29 Promoter review financial model 10 days 04 Jul '11 15 Jul '11 Alastair Howcroft

30 Final negotiation of equity compensation 5 days 18 Jul '11 22 Jul '11 Alastair Howcroft

31 Agree update parameters up to F.C 5 days 25 Jul '11 29 Jul '11 Alastair Howcroft

32 Arrow to provide financial model and updated termination amount 0 days 26 Aug '11 26 Aug '11 Alastair Howcroft

33 Agree Termination Amount 10 days 26 Aug '11 08 Sep '11 Alastair Howcroft

34 Termination Date & Formal agreement of amount 0 days 13 Sep '11 13 Sep '11 Alastair Howcroft

35 Settlement of Termination Amount 5 days 14 Sep '11 20 Sep '11 Alastair Howcroft

36 Termination Inspection 158.94 days 31 Jan '11 08 Sep '11

37 Agree Scope/approach 39 days 31 Jan '11 25 Mar '11 Alan Renfree

38 Procure IE 8 days 28 Mar '11 07 Apr '11 Alan Renfree

39 IE review info & site walkthrough 8 days 11 Apr '11 21 Apr '11 Alan Renfree

40 Identify and undertake further survey 9 days 22 Apr '11 05 May '11 Alan Renfree

41 Update Inspection Report 13 days 06 May '11 25 May '11 Alan Renfree

42 Issue draft report 0 days 25 May '11 25 May '11 Alan Renfree

43 Arrow review draft report 29 days 25 May '11 05 Jul '11

44 NCC/Arrow Meeting to agree scope of Arrow rectification works 2 days 06 Jul '11 07 Jul '11 Alan Renfree

45 Arrow undertake rectification works 40 days 08 Jul '11 01 Sep '11 Alan Renfree

46 Evaluate rectification works 45 days 08 Jul '11 08 Sep '11 Alan Renfree

47 Arrow Share Purchase Route 71 days 06 Jun '11 13 Sep '11

48 KPMG/C&C review share purchase proposal on behalf of Arrow 20 days 06 Jun '11 01 Jul '11

49 KPMG/CMS review share purchase proposal on behalf of Tramlink 14 days 14 Jun '11 01 Jul '11

50 Arrow/NCC meeting to review 0 days 04 Jul '11 04 Jul '11

51 Agree scope of due diligence 21 days 06 Jun '11 04 Jul '11

52 Undertake Main due diligence 10 days 05 Jul '11 18 Jul '11

53 Agree HoT for Share Purchase Agreement 15 days 05 Jul '11 25 Jul '11

54 Draft, negotiate and settle Share Purchase Agreement with Arrow 20 days 26 Jul '11 22 Aug '11

55 Draft, negotiate and settle Share Purchase Agreement with Tramlink 20 days 26 Jul '11 22 Aug '11

56 Execute Share Purchase Agreement with Arrow and Tramlink 0 days 13 Sep '11 13 Sep '11

57 Full Business Case 45 days 16 May '11 15 Jul '11

58 Strategic Case 33 days 16 May '11 29 Jun '11

59 Draft Strategic Case 33 days 16 May '11 29 Jun '11 Dave Carter

60 Issue draft to DfT for comment 0 days 29 Jun '11 29 Jun '11 Dave Carter

28/03 04/04 11/04 18/04 25/04 02/05 09/05 16/05 23/05 30/05 06/06 13/06 20/06 27/06 04/07 11/07 18/07 25/07 01/08 08/08 15/08 22/08 29/08 05/09 12/09 19/09 26/09April 2011 May 2011 June 2011 July 2011 August 2011 September 2011

Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

NET Phase 2 Master Programme

Page 1

Project: NET Phase 2 Master ProgramDate: 28 Jun '11


61 Economic Case 33 days 16 May '11 29 Jun '11

62 Draft Economic Case 33 days 16 May '11 29 Jun '11 Dave Carter

63 Issue draft to DfT for comment 0 days 29 Jun '11 29 Jun '11 Dave Carter

64 Commercial Case 33 days 16 May '11 29 Jun '11

65 Draft Commercial Case 33 days 16 May '11 29 Jun '11 Kim Broadbent

66 Issue draft to DfT for comment 0 days 29 Jun '11 29 Jun '11 Kim Broadbent

67 Financial Case 33 days 16 May '11 29 Jun '11

68 Draft Financial Case 33 days 16 May '11 29 Jun '11 Alastair Howcroft

69 Issue draft to DfT for comment 0 days 29 Jun '11 29 Jun '11 Alastair Howcroft

70 Management Case 33 days 16 May '11 29 Jun '11

71 Draft Strategic Case 33 days 16 May '11 29 Jun '11 Steve Hemingway

72 Issue draft to DfT for comment 0 days 29 Jun '11 29 Jun '11 Steve Hemingway

73 Final Business Case Collation 12 days 30 Jun '11 15 Jul '11 Steve Hemingway

74 Gateway Reviews 25 days 09 Jun '11 13 Jul '11

75 Planning Meeting 0 days 09 Jun '11 09 Jun '11 Steve Hemingway

76 Gateway Documentation Issued 1 day 24 Jun '11 27 Jun '11 Steve Hemingway

77 Gateway 3 Review 3 days 04 Jul '11 06 Jul '11 Steve Hemingway

78 Gateway 3 Review Draft Report 0 days 06 Jul '11 06 Jul '11 Steve Hemingway

79 Gateway 3 Review Final Report 5 days 07 Jul '11 13 Jul '11 Steve Hemingway

80 Secretary of State Approval (TWAO Article 55 Requirement) 10 days 01 Jul '11 14 Jul '11

81 Apply for Approvals DfT Article 55 Consents 0 days 01 Jul '11 01 Jul '11 Kim Broadbent

82 Obtain Approvals DfT Article 55 Consents 10 days 01 Jul '11 14 Jul '11 Kim Broadbent

83 DfT Full Approval 21 days 30 Jun '11 28 Jul '11

84 Finalise application documentation 7 days 30 Jun '11 08 Jul '11 Chris Deas

85 Submit application for Full Approval to DfT 0 days 08 Jul '11 08 Jul '11 Chris Deas

86 DfT final review 13 days 08 Jul '11 26 Jul '11 Chris Deas

87 DfT Report to Treasury 2 days 27 Jul '11 28 Jul '11 Chris Deas

88 Treasury Approval 28 days 29 Jul '11 07 Sep '11

89 Treasury Spending Team VfM review 28 days 29 Jul '11 06 Sep '11 Chris Deas

90 Treasury Promissory Note (Note of approval) 0 days 07 Sep '11 07 Sep '11 Chris Deas

91 Authority Approvals 82.06 days 13 May '11 06 Sep '11

92 Prepare CLT report 10 days 13 May '11 26 May '11 Pat Armstrong

93 City Council CLT meeting 0 days 31 May '11 31 May '11 Pat Armstrong

94 Draft Report deadline for Exec Panel 0 days 23 Jun '11 23 Jun '11 Chris Deas

95 NET Project Board Meeting 0 days 28 Jun '11 28 Jun '11 Chris Deas

96 City Council Exec Panel 0 days 30 Jun '11 30 Jun '11 Chris Deas

97 Final report deadline for Exec Board 0 days 07 Jul '11 07 Jul '11 Chris Deas

98 City Council Executive Board 0 days 19 Jul '11 19 Jul '11 Chris Deas

99 Special Project Board Meeting 0 days 31 Aug '11 31 Aug '11 Chris Deas

100 Report deadline for Special Exec Board 0 days 01 Sep '11 01 Sep '11 Chris Deas

101 Special Exec Board 0 days 06 Sep '11 06 Sep '11 Chris Deas

102 Project Interfaces 626.06 days 31 Mar '11 23 Aug '13

103 Workplace Parking Levy (WPL) 196 days 01 Jul '11 02 Apr '12

104 WPL registration to be taken 0 days 01 Jul '11 01 Jul '11 Pat Armstrong

105 WPL Scheme comes into force 0 days 03 Oct '11 03 Oct '11 Pat Armstrong

106 WPL Charging commences 0 days 02 Apr '12 02 Apr '12 Pat Armstrong

107 Nottingham Station Refurbishment 291 days 31 Mar '11 10 May '12

108 MSCP Core Construction 164 days 31 Mar '11 15 Nov '11 Alan Renfree

109 MSCP (NET Interface) Substantially Complete 0 days 15 Nov '11 15 Nov '11 Alan Renfree

110 MSCP completion 101 days 22 Dec '11 10 May '12 Alan Renfree

111 East Midlands Re-signalling (EMRS) 24 days 22 Jul '13 23 Aug '13

112 Nottingham Station Blockade 24 days 22 Jul '13 23 Aug '13 Alan Renfree

113 Preferred Bidder Activity to Financial Close 190 days 03 Jan '11 26 Sep '11

114 Inform Preferred Bidder 0 days 28 Mar '11 28 Mar '11 Chris Deas

115 Alcatel Period 9 days 28 Mar '11 08 Apr '11 Chris Deas

116 Legal 79.94 days 28 Mar '11 15 Jul '11

117 Concession Agreement & Legal Schedules 79.94 days 28 Mar '11 15 Jul '11

118 Update Concession Agreement & Issue to Preferred Bidder 9 days 28 Mar '11 08 Apr '11 Kim Broadbent

119 Update & re-issue Direct Agreements to Preferred Bidder 9 days 28 Mar '11 08 Apr '11 Kim Broadbent

120 PB reviews CA & Direct Agreements 15 days 08 Apr '11 29 Apr '11 Kim Broadbent


Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline


Page 2



121 CMS to issue re-draft of Concession Agreement 5 days 02 May '11 06 May '11 Kim Broadbent

122 Negotiations (inc amendments for Beeston Turnback Proposal) 30 days 09 May '11 17 Jun '11 Kim Broadbent

123 Finalise Concession Agreement 0 days 17 Jun '11 17 Jun '11 Kim Broadbent

124 Technical Schedules 70 days 11 Apr '11 15 Jul '11 Kim Broadbent

125 Subcontract & Finance Docs 55 days 02 May '11 15 Jul '11

126 CMS to issue first draft 5 days 02 May '11 06 May '11 Kim Broadbent

127 Negotiations with sub-contractors 40 days 16 May '11 08 Jul '11 Kim Broadbent

128 Issue mature draft to Lenders 0 days 17 Jun '11 17 Jun '11 Kim Broadbent

129 Finalise sub-contracts 1 day 15 Jul '11 15 Jul '11 Kim Broadbent

130 Finance Documents 55 days 02 May '11 15 Jul '11

131 Hogan Lovells to issue first draft 5 days 02 May '11 06 May '11 Kim Broadbent?

132 Negotiations 50 days 02 May '11 08 Jul '11 Kim Broadbent?

133 Finalise finance documents 5 days 11 Jul '11 15 Jul '11 Kim Broadbent?

134 Equity Documentation 70 days 11 Apr '11 15 Jul '11

135 Negotiations 65 days 11 Apr '11 08 Jul '11

136 Finalise equity documentation 5 days 11 Jul '11 15 Jul '11

137 Financial 121.94 days 28 Mar '11 13 Sep '11

138 European Investment Bank 91 days 10 May '11 13 Sep '11

139 EIB Approval 0 days 10 May '11 10 May '11 Alastair Howcroft

140 EIB Due Diligence 91 days 10 May '11 13 Sep '11 Alastair Howcroft

141 EIB Credit Control Committee 0 days 29 Jul '11 29 Jul '11 Alastair Howcroft

142 Financial Modelling & Swap Rates 121.94 days 28 Mar '11 13 Sep '11

143 Update financial model 121 days 28 Mar '11 13 Sep '11 Alastair Howcroft

144 Engage Financial Risk Consultant 20 days 20 Jul '11 17 Aug '11 Alastair Howcroft

145 Monitor Swap Rates 20 days 17 Aug '11 13 Sep '11 Alastair Howcroft

146 Technical 182 days 03 Jan '11 13 Sep '11

147 Advanced Ecology Survey 182 days 03 Jan '11 13 Sep '11 Richard Hand

148 Independent Certifier Appointment 42 days 28 Mar '11 25 May '11 Alan Renfree

149 Handover of design from DSC to Preferred Bidder 73 days 28 Mar '11 07 Jul '11 Richard Hand

150 CDM handover 26 days 29 Apr '11 03 Jun '11 Richard Hand

151 NR Accommodation Works Planning 100 days 25 Apr '11 09 Sep '11

152 Possession Planning Meetings 100 days 25 Apr '11 09 Sep '11 Alan Renfree

153 Asset Protection Agreement - NET 100 days 25 Apr '11 09 Sep '11 Alan Renfree

154 Land 128.94 days 29 Mar '11 26 Sep '11

155 Establish land working group 10 days 29 Mar '11 12 Apr '11 Steve Tough

156 Agree land acquisition strategy with PB 32 days 12 Apr '11 26 May '11 Steve Tough

157 Land acquisition stage 1 86.94 days 26 May '11 26 Sep '11

158 Issue early contact requisition letters 0 days 26 May '11 26 May '11 Steve Tough

159 Issue section 16 notices 0 days 05 Jul '11 05 Jul '11 Steve Tough

160 Serve section 36 notices 0 days 12 Sep '11 12 Sep '11 Steve Tough

161 Take possession of first of land 0 days 26 Sep '11 26 Sep '11 Steve Tough

162 Communications 121.94 days 28 Mar '11 13 Sep '11

163 Agree communications protocol/strategy with PB 74.94 days 28 Mar '11 08 Jul '11 Steve Tough

164 Implement communications strategy 47 days 11 Jul '11 13 Sep '11 Steve Tough

165 Employment & Skills 120 days 28 Mar '11 12 Sep '11

166 Establish working group 9 days 28 Mar '11 08 Apr '11 Steve Tough

167 Agree Targets 70 days 08 Apr '11 15 Jul '11 Steve Tough

168 Develop plan & resource requirements 111 days 08 Apr '11 12 Sep '11 Steve Tough

169 Transitional Arrangements 120 days 28 Mar '11 12 Sep '11

170 Agree transitional arrangements 19 days 28 Mar '11 22 Apr '11 Alan Renfree

171 Provision of Line One technical information 75 days 22 Apr '11 05 Aug '11 Alan Renfree

172 Provision of TUPE information 84 days 22 Apr '11 18 Aug '11 Alan Renfree

173 Implement transition 101 days 22 Apr '11 12 Sep '11 Alan Renfree

174 System Handover 0 days 12 Sep '11 12 Sep '11 Alan Renfree

175 Payment Mechanism 76 days 30 May '11 12 Sep '11

176 Workshop with NET on existing Payment Mechanism 5 days 30 May '11 03 Jun '11 Richard Hand

177 Agree process for migration to new Payment Mechanism 30 days 06 Jun '11 15 Jul '11 Richard Hand

178 Prepare Payment Mechanism for day one operation 41 days 18 Jul '11 12 Sep '11 Richard Hand

179 Commercial close 0 days 15 Jul '11 15 Jul '11 Chris Deas

180 Financial close 0 days 13 Sep '11 13 Sep '11 Chris Deas


Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline


Page 3



APPENDIX 28 – NET TWO SUMMARY IMPLEMENTATION PROGRAMME


Submitted July 2011

Activity ID Activity Name OriginalDuration

Start Finish

NET2 Implementation SummaryNET2 Implementation Summary 1656d 01-Apr-08 A 12-Aug-14

N2IPS001 Advanced Design 283d 01-Apr-08 A 02-Jul-09

N2IPS002 Utility C4 Notices 426d 01-Apr-08 A 30-Oct-09

N2IPS003 Utility C5 Notices 30d 15-Aug-11* 26-Sep-11

N2IPS004 Complete OBC 1d 04-Aug-08 A 05-Mar-09

N2IPS005 Secretary of State makes TWA Order 0d 27-Mar-09*

N2IPS006 Dft Conditional Approval and PRG Approval Confir... 0d 19-Jun-09*

N2IPS007 Issue OJEU Notice 0d 13-Jul-09*

N2IPS008 Issue ITN 0d 13-Nov-09*

N2IPS008A Tenders Returned 0d 22-Apr-10*

N2IPS009 BAFO Received 0d 05-Nov-10*

N2IPS010B Concessionaire Appointment 0d 15-Aug-11*

N2IPS012 Concessionaire Handover Period 71d 15-Aug-11 22-Nov-11

N2IPS012A Utility diversions 403d 15-Aug-11* 21-Mar-13

N2IPS013 Detailed Design 260d 15-Aug-11 22-Aug-12

N2IPS014 Construction - Core 474d 15-Aug-11 02-Jul-13

N2IPS015 Construction - Beeston 446d 03-Apr-12 03-Jan-14

N2IPS016 Construction - Clifton 465d 02-Apr-12 29-Jan-14

N2IPS017 Place Tram Order 0d 15-Aug-11*

N2IPS019 Construction - Depot & Amendments for Tram Commissioning Complete

145d 02-Apr-12 24-Oct-12

N2IPS020 Tram Delivery 231d 15-Apr-13 06-Mar-14

N2IPS021 Operation Control Centre complete 0d 24-Oct-12

N2IPS022 Operational Requirements 205d 15-Apr-13 29-Jan-14

N2IPS022A Driver Training 300d 03-Nov-13 11-Aug-14

N2IPS023 Section Testing and Commissioning - Beeston 69d 02-Dec-13 06-Mar-14

N2IPS024 Section Testing and Commissioning - Clifton 11d 17-Jan-14 31-Jan-14

N2IPS025 Section Trial Running - Beeston 79d 13-Dec-13 02-Apr-14

N2IPS026 Section Trial Running - Clifton 38d 31-Jan-14 25-Mar-14

N2IPS027 Time Table Achievement Demonstration 30d 16-Jun-14 25-Jul-14

N2IPS028 Start Public Service 0d 12-Aug-14

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1Q2

2009 2010 2011 2012 2013 2014 2015

Advanced Design

Utility C4 Notices

Utility C5 Notices

Complete OBC

Secretary of State makes TWA Order

Dft Conditional Approval and PRG Approval Confirmed

Issue OJEU Notice

Issue ITN, Issue ITN

Tenders Returned, Tenders Returned

BAFO Received

Concessionaire Appointment, Concessionaire Appointment

Concessionaire Handover Period

Utility diversions

Detailed Design

Construction - Core

Construction - Beeston

Construction - Clifton

Place Tram Order

Construction - Depot & Amendment

Tram Delivery

Operation Control Centre complete

Operational Requirements

Driver Training

Section Testing

Section Testing a

Section Trial Ru

Section Trial Ru

Time Table

Start Publ

NET2 Implementation Summary Programme

Remaining Level of Effort

Actual Level of Effort

Actual Work

Remaining Work

Page 1 of 1 241592/820/PRG/003/E1 NET2 Implementation Summary Programme

02-Apr-10


APPENDIX 29 – FUNDING APPROVAL LETTER


Submitted July 2011

Mostaque Ahmed Head, Local Capital Programmes & Delivery Department for Transport Room 3/27 Great Minster House 76 Marsham Street London SWIP 4DR Direct Line: 0207 944 6541 Fax: 0207 944 2207 24 MARCH 2011

Chris Dees Nottingham City Council Nottingham City Council Loxley House Station Street Nottingham NG2 3NG Dear Chris I wrote to you on 12th August 2009 to give Conditional Approval to the Nottingham Express Transit Phase 2 extensions (NET Phase 2) scheme. Following the Comprehensive Spending Review announcement in October 2010 and our subsequent negotiations, I am pleased to confirm that your project has now been re-approved by Ministers and you may now complete your procurement process and, subject to our final approval of your Full Business Case (FBC), move to financial close. The terms of my 12th August approval letter remain extant, apart from the changes detailed below. Subject to approval of the FBC, central government revenue support will be made available once unitary charge payments from your authority to the contractor begin. Details on how to claim this revenue support will be sent to you in advance of your need to claim. Payments will be made quarterly by the DCLG. Based on the figures you proposed, the revenue support will be a maximum of: a payment of £33,913,200 in 2013/14, followed by an annuity of £35,400,000 between 2014/15 and 2032/33 inclusive, followed by a payment of £22,125,000 in 2033/34. These payment dates will depend on the contract start date being as advised and the subsequent milestones being agreed. Actual payments will depend on the dates the milestones are achieved. We expect the annuity payment to be recalculated at financial close, subject to the maximum set out above, based on the actual financing terms and interest rates achieved. In this respect the authority will provide a FBC update to the Department after financial close detailing the finally agreed unitary charge and setting out the final annuity payment required. This will be supported by a letter from your financial advisors that the financing terms and interest rates are on the prevailing market terms. I should make it clear that this offer is the maximum financial support we can provide and so we will not be able to give you any extra support should financing terms prove more expensive than anticipated. This offer is also conditional upon the scope of the project remaining that set out in the Outline Business Case.

Thank you for working with us to resolve this issue. Would you please confirm your Council’s agreement to the above provisions as soon as possible. Yours sincerely,

Mostaque Ahmed

NOTTINGHAM EXPRESS TRANSIT (NET)

APPENDIX 30 - STATEMENT ON CONSULTATION AND

COMMUNICATION


Submitted July 2011

1

Statement on consultation and communication Summary This statement provides an overview of public consultation and communications relating to NET Phase Two. The first part (sections 1-9) provides a history of the consultation process so far and the second part (section 10) outlines plans for the future communications strategy. All consultation and communication is underpinned with the following values: Openness: to make as much information available as possible, consistent with the constraints of

long term accuracy, time, budgets and commercial sensitivity Honesty: to be as balanced as possible when presenting information Fairness: to ensure all areas and groups are consistently treated on an equal basis. Every effort has been made to provide residents, businesses and other stakeholders with sufficient information to make an informed and reasoned judgement, to provide the opportunity to comment at each stage of project development and to respond to queries raised throughout the consultation process.

1. Consultation history 1.1 The first part of this report, sections 1-8 below, summarises the history of the consultation

process which has sought to undertake comprehensive consultation at key stages in the development of the project.

2. ‘A Tram Network for Nottingham’ (2001) 2.1 The consultation process began in early 2001 with an initial leaflet, ‘A Tram Network for

Nottingham’, explaining that the City and County Councils, (the joint Promoters of NET at that time), were developing potential route options to extend NET Line One which was under construction at that time. Approximately 17,000 leaflets were distributed. This ‘high level’ leaflet named various places in Greater Nottingham that the routes could go to and feedback was sought on the options.

Following feedback from this consultation, a further leaflet was distributed in early summer

2001 outlining seven possible route options, including two each for Beeston, Clifton, and West Bridgford with an extension of the Beeston route to Chilwell. This was distributed to residents and businesses along each of the seven route corridors. An illustration of the potential routes was shown. The feedback form was post-paid and included a series of tick boxes, which were used to indicate preferences for routes. This generated around 2,000 replies which were, for the most part, positive and encouraging. Feedback on the issues raised during consultation was given in the form of ‘Consultation News’ leaflets issued during August and September 2001.

2.2 Results from this consultation were analysed and reported to the promoting Councils who

subsequently approved further consultation and development work on three route directions; West Bridgford, Clifton and Beeston/Chilwell.

2.3 A number of local pressure groups emerged at this stage: In favour of the proposals: BACIT (Beeston and Chillwell Integrated Transport); and CW Yes! (Say Yes to the Clifton and Wilford tram).

Against the proposals: ENT (Environment Not Trams) for the Compton Acres/Wilford area;

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BCT (Better Community Transport) for the Lower Road/Fletcher Road and Beeston area; and BCBRA (Beeston and Chilwell Business and Residents Association) for the Beeston and Chilwell area.

3. ‘Have Your Say’ (Winter 2001 - Spring 2002) 3.1 The purpose of the ‘Have Your Say’ consultation was to seek views at a more detailed level,

for example, alternative route options to Beeston (via QMC or Boots) and sub options through Beeston, plus whether and how the Beeston route should continue into Chilwell. The Clifton route options were via Wilford or Queen’s Drive and included sub-options through Wilford and Clifton. The West Bridgford route options were via Gamston or Sharphill. This second stage of consultation took place between November 2001 and February 2002. Over 70,000 brochures were delivered to households in the southern part of Greater Nottingham; West Bridgford, Beeston and Chilwell, Clifton and the Meadows. Some sections of the Meadows area received more than one brochure as they fell into the distribution area of more than one route corridor; this was in addition to a Meadows-specific leaflet which was also distributed.

3.2 The brochures included maps, aerial photographs and cross sections of the routes. All of the

different options were colour -coded and the key issues, such as journey times, predicted passenger numbers, environmental impact and land required were explained in order for recipients to make an informed decision before commenting. Pre-paid feedback cards were included. Exhibitions were held along the proposed routes, where the public could ask questions and view more details about the routes. Information was also posted on a newly developed part of the NET website, www.netphasetwo.com. Where necessary, translators were provided for a number of minority languages and large print versions of the brochures were made available.

3.3 Positive responses to this consultation consisted mainly of the respondents’ route choices

and negative responses consisted of reasons why the project or certain routes should not go ahead. The responses were independently analysed and the analysis was appended to reports to both Councils in April and May 2002. As a result of the consultation and other technical work, the Councils determined to pursue routes to Chilwell via QMC and Beeston and to Clifton via Wilford.

3.4 Two ‘your questions answered’ booklets were produced and circulated in the Beeston/Chilwell

and Clifton/Wilford areas. These booklets answered the most frequently asked questions raised during consultation, and gave responses from the NET Project Team; these were also posted on the website. Various communication methods were also used to inform people that a route to West Bridgford was not to be pursued at this stage.

3.5 The alignment of the Chilwell via QMC and Beeston route passes in close proximity to three

elderly people's homes (Richmond, Greenwood and Sandby Courts), and requires some demolition at a fourth (Neville Sadler Court). The NET Project Team has kept residents and wardens at all four complexes in touch with significant scheme developments. Open meetings for residents were held in autumn 2003 at Richmond, Greenwood and Sandby Courts, and further sessions were offered in spring 2007.

At Neville Sadler Court, considerable discussions have been held since 2002 with the owners

of the site, Housing 21, who are naturally concerned about disruption to residents but recognise the benefits of a possible redevelopment with enhanced facilities.

Two presentations and 'question and answer' sessions, in 2003 and 2006, were held at

Neville Sadler Court to answer their queries about the project and listen to their concerns. To engage the residents in shaping the proposals for redevelopment, a further session took place in spring 2007.

All four complexes were provided with a large print reference copy of the detailed section

consultation booklet in 2004, to supplement the standard versions that were issued to all residents.

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4. NOP opinion poll (Summer 2002) 4.1 In the late summer of 2002, an independent market research report (NOP) was

commissioned of a demographically balanced sample of 1,000 people along each of the two routes. The headline results were as follows:

Clifton via Wilford

• Three quarters of the people asked felt that public transport needed to be improved.

• 3 people to every 1 approved of the route.

• 4 people to every 1 approved of the re-opening of old railway routes for public transport. Chilwell via QMC and Beeston

• Three quarters of people asked believed that public transport needed to be improved.

• Nearly 2 people to every 1 approved of the route.

• Three quarters of people asked supported the idea of a locally funded financial assistance package for Chilwell Road/High Road traders.

5. Two routes for further development and tram stop name consultation (Autumn 2002) 5.1 Leaflets introducing NET Phase Two (or Lines 2 and 3, as they were known at the time) were

produced and distributed in September 2002. The leaflets highlighted the chosen route options for further development work and showed the routes over ordnance survey mapping, along with the proposed tram stop names and invited comments from members of the public regarding the tram stop names. All residents and businesses along the two chosen route options were consulted.

5.2 Results from this consultation were fed into development work and queries raised were

responded to. 6. Network updates (January and February 2003) 6.1 Additional network update documents were distributed in January and February 2003 along

both proposed route corridors giving residents an update of the work ongoing over the previous 6-8 months, what would happen next with the two routes being developed, and answering some of the more frequently asked questions. These documents also gave a short introduction into what the public could expect in terms of consultation in the months ahead and the overall process going forward from that stage. The updates were also used as a way to tackle some of the public misconceptions that were revealed in the NOP opinion poll undertaken in summer 2002, for example, it was clarified that trams would run through onto NET Line One.

7. Design consultation (Summer 2003 – Spring 2004) 7.1 By this stage, a number of consultations had been carried out and route options developed

further. As such, this consultation was primarily concerned with issues of outline design and mitigation rather than a general debate on the appropriateness or otherwise of trams, or the routes chosen. The vast majority of people who live or work near the proposed routes had already had the chance to put their views forward regarding the routes and trams generally via the previous consultations.

With this in mind, a series of local consultations took place between August 2003 and May

2004 with those people closest to (living or working alongside) both proposed routes (within 100/200 metres). These were carried out by the circulation of seven booklets covering various sections of the route. Information was also posted onto the NET website and plans made available for public inspection at appropriate local venues – this was to allow others with an interest in the project, but who may not live next to the routes, to consider the proposals. In the region of 15,000 booklets were distributed to residents, businesses and stakeholders.

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7.2 The seven booklets were distributed over the two routes, directly through people’s doors and to public areas such as libraries. The booklets covered the following route areas/sections:

Clifton via Wilford:

• Between Nottingham Station and Wilford Toll Bridge, Wilford,

• Between Wilford Toll Bridge and Farnborough Road, Clifton,

• Between Farnborough Road and Clifton Park and Ride site. Chilwell via QMC and Beeston:

• Between Nottingham Station and Abbey Street, Old Lenton,

• Between Abbey Street and Fletcher Road, Beeston,

• Between Fletcher Road and High Road, Beeston,

• Between High Road and Toton Lane Park and Ride site.

7.3 The booklets included base plans showing the position of the tramway and proposed adjacent highway and property layouts were overlaid with urban design proposals. The booklets also included explanatory notes to help with understanding.

In some specific locations, artists’ impressions were provided to help the public to visualise

the changed environment. Also cross sections of a ‘typical’ environment showing the tramway were used to help the recipient make an informed judgement.

Comments were sought, in particular with respect to the following:

• tram alignment;

• tram stop location;

• revised road layout; and

• proposed landscape. Meetings with community groups and materially affected parties were held.

7.4 Overall, the response rate was relatively low in some areas but high in ‘hot spots’. A number

of useful points were made and incorporated into further design development 7.5 Responses were logged internally (names and addresses for future correspondence) and

forwarded to an independent consultant (Key Data) who analysed the responses, producing reports for each area/section covered in a particular booklet and a summary report for each route.

Themes for each area/section were hence recognised and helped formulate consultation

responses for each area/section based on the main issues raised. In addition, individual letters were sent to those who raised more location-specific or individual issues, offering meetings and further information where possible. The feedback responses relating to the main issues raised were posted on the NET website.

7.6 As the Design Consultation was asking for feedback on the specifics of ‘how the route looks

in my area’, some key changes were proposed following this feedback:

Clifton via Wilford route:

• Reintroduction of a footpath along the centre of Queen’s Walk following concerns about security of side paths;

• Revised access arrangements for Nottingham Moderns Rugby Club in Wilford; • Relocation of the Compton Acres tram stop to minimise impact on an adjacent property; • Changes to the Ruddington Lane crossing to minimise visual impact on adjacent

properties; and • Changes to the layout of parking bays and tree provision in Clifton following comments

from residents. Chilwell via QMC and Beeston route:

• Provision of cycle facilities behind the Meadows Way tram stop;

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• A revised location for the ng2 stop which better serves the new development and minimises land impacts;

• A right turn entry into the Highfields Sports Club, giving a high level of accessibility;

• A revised alignment along University Boulevard moving the tramway further from the hockey pitches within Highfields Sports Club;

• A rationalisation of the off-street car parking on Chilwell Road; and

• New proposed tram stop at Cator Lane.

8. Stakeholders 8.1 In addition to the ‘general’ public (in this instance residents and businesses along the route)

extensive consultation with third party stakeholders has taken place at each stage of the consultation process. This has included local interest and environmental groups and affected parties, and major third party and statutory consultees. Examples include Broxtowe Borough Council, Rushcliffe Borough Council, the Highways Agency, the Environment Agency, English Nature (now Natural England), English Heritage, Network Rail, Pedals, Nottinghamshire Wildlife Trust, local bus operators and affected landowners including Housing 21 and Highfields Sports Club. Nottinghamshire County Council withdrew from promoting the scheme in December 2009 but remain a key stakeholder, particularly in their role as Highway Authority for parts of the Chilwell route. It is anticipated that discussions with these groups will continue through the subsequent stages of the project.

8.2 As part of the design consultation undertaken between summer 2003 and spring 2004

materially affected parties were identified and contacted prior to the consultation booklets being distributed. As a result a continued dialogue was put in place answering the issues raised by those concerned. Some land owners were subsequently offered more information and advice where it was possible and were offered visits by an officer who would explain face-to-face the impact on their land/property and the mitigation measures proposed.

8.3 Specific and intensive dialogue has taken place with residents and businesses of Chilwell

Road/High Road, Gwenbrook Avenue and Lime Grove Avenue, Chilwell, where land is proposed to be acquired and a Financial Assistance Package (FAP) is proposed to aid businesses through the construction period. From August to December 2004, businesses along Chilwell Road/High Road were contacted as part of a consultation to obtain feedback regarding a FAP, the purpose being to obtain views on what form a potential FAP might take. Following this, responses were answered and meetings proposed to enable face-to-face discussions to take place regarding the FAP. The consultation letter included some open ended questions and a sample of the FAP used for Hyson Green traders along NET Line One. The deadline date for responses was extended from the end of October 2004 to the middle of December 2004. Following commitments made at the NET Phase Two public inquiry, arrangements are being made to introduce the FAP along Chilwell Road/High Road when works commence early in 2012.

8.4 As recommended by the Department for Transport’s A Guide to TWA Procedures, the

Promoters have consulted those named in Schedules 5 and 6 to the TWA Applications Rules. The organisations listed were sent a copy of the TWA application or a notice of it at submission stage (26

th April 2007).

9. Continued communications and the Transport and Works Act process and public inquiry

(2004 – 2009) 9.1 Further specific consultations have been undertaken on a number of local issues, including

Chilwell Road/High Road (see point 8.3 above), Nottingham Emmanuel School proposals (Autumn 2004) and the alignment through open space in Chilwell (January 2007).

9.2 A newsletter entitled ‘Express Magazine’ was created to keep the general public informed

about developments surrounding NET Phase Two. The newsletter also contains updates on the progress of NET Line One, Workplace Parking Levy and the Hub project, as well as news and views from various stakeholders on tram-related issues.

4642135.01 6

9.3 There have been ten editions of Express, the majority issued in the period 2004 - 2009:

• Issue 1 – Summer 2004

• Issue 2 – Spring 2005

• Issue 3 – Summer 2006


• Issue 5 – Autumn 2007




• Issue 9 – Winter 2009

• Issue 10 – Summer 2011 Over 250,000 copies of Express Magazine have been circulated across the conurbation

through distribution with the local newspaper, mail outs to registered stakeholders, and also copies being hand delivered to businesses and residents along the routes.

9.4 Throughout the period of the TWA application process, extensive communication was

undertaken to keep all stakeholders, businesses and residents aware of developments. The objective of this communications activity was to provide an update concerning the TWA process, explain what the public could expect and how they could participate in the overall process going forward.

9.5 As part of the formal TWA notification procedures, stakeholders, businesses and residents

along the route were written to in order to ensure they were notified of developments. Emphasis was given to explaining how stakeholders could participate in the Public Inquiry process. The TWA application documents, including the Environmental Statement’s Non-Technical Summary, the Environmental Statement itself and how this report was accessible to the public through printed versions being made available for inspection at libraries and public offices along the routes. Electronic versions were also produced and distributed via CD to stakeholders as well as being available for download from the NET Phase Two website.

9.6 Express Magazine was distributed to inform the wider conurbation of progress on NET Phase

Two. It was a key tool to keep audiences up-to-date with the TWA application. Issue 4 was distributed in spring 2007 and informed people that the TWA application would be made and how they could participate in the consultation process. Issue 5 was distributed in autumn 2007 and informed people that a Public Inquiry would be held in November and explained the processes surrounding the Inquiry. Issue 6 was distributed in Spring 2008 and thanked people for participating in the Public Inquiry, explained how the Inspector would make a report to the Secretary of State for Transport and the next steps for the project. Two editions were distributed in spring 2009; a special edition celebrating the fifth anniversary of NET Line One operations, and a further edition giving information on the Secretary of State’s decision to award the TWA Order.

Further communications support for the Public Inquiry included the production of an A5

booklet simply entitled ‘NET Phase Two’. This booklet was distributed to people attending the Public Inquiry and aimed to provide information on a range of issues related to the project including everything from project funding information to environmental impacts. The booklet was also downloadable from the NET Phase Two website.

9.7 A large number of stakeholders engaged in the TWA process with a significant number of

stakeholders confirming their formal support of the proposals by writing to the Secretary of State for Transport and also appearing at the public inquiry. Those who wrote in support of NET Phase Two included the Derbyshire and Nottinghamshire Chamber of Commerce, the East Midlands Development Agency, the East Midlands Regional Assembly, University of Nottingham, Nottingham Trent University, Castle College and Bio City.

9.8 During the TWA stage a number of agreements were negotiated with stakeholders, which in

some cases resulted in the withdrawal of objections. The agreements set out the

4642135.01 7

commitments, undertaking and consultation to be undertaken with the stakeholder in question at the relevant stage in the projects development and implementation.

9.9 Media work surrounded the TWA and Public Inquiry process including the issuing of the

following press releases to local print and broadcast media:

• March 2007 Release reporting the Promoters had agreed to submit the TWA application

• April 2007 Release reporting that the TWA application had been submitted and how to participate in the consultation process

• June 2007 Release reporting that the consultation had closed and the next steps

• July 2007 Release reporting that the DfT had announced that a Public Inquiry would be held

• August 2007 Release reporting that the Promoters had submitted their Statement of Case to the DfT

• October 2007 Release reporting that the Promoters had submitted their Proof of Evidence to the DfT

• November 2007 Release reporting that the Public Inquiry had opened

• January 2008 Release reporting that the Public Inquiry had closed

• September 2008 Release reporting that a Public Inquiry would be held to consider the open space certificate

• March 2009 Release reporting the Secretary of State’s decision to make the TWA Order

The above press releases were also posted on the NET Phase Two website. 10. Further statutory processes and preparation for Concession Contract (2009 – 2011) Statutory processes 10.1 The Nottingham Express Transit Order came into effect in June 2009. Subsequently two

further statutory processes have been necessary relating to open space land. Chilwell Open Space 10.2.1 Following the withdrawal of the County Council as Promoter of the scheme in December 2009

it became apparent that the City Council would have to apply for compulsory purchase powers over open space land in Chilwell owned by the County. An Exchange Land Certificate application would also be required for an area of replacement open space adjacent to Inham Road in Chilwell.

10.3 Prior to making the applications, a consultation was held about the proposals. A leaflet was

widely distributed in Chilwell (approximately 3,000 copies) explaining the limited impact on the local area, and requesting feedback.42 responses were received from the public, and each person/organisation who responded received a letter in return from the NET Project Team responding to the points made.

10.4 Following a resolution by the City Council, formal applications for the compulsory purchase

(known as the TWA Amendment Order) and the Exchange Lane Certificate (ELC) were submitted to Government. Information about the applications was made available via newspaper and public notices, the Express Magazine, the NET Phase Two website, and depositing documents at inspection points.

10.5 The TWA Amendment Order received 5 letters of objection and 19 letters of support, and the

ELC application received 9 letters of objection and 13 letters of support. The Government invited written representations from the Nottingham City Council and the objectors before approving the applications in June 2011.

City Council open space

4642135.01 8

10.6 A further consultation took place for open space land owned by the City Council which needed to be transferred to the project. This included land at Queens Walk, Wilford, Silverdale Walk (Clifton) and Kings Meadow. A notice detailing the proposed transfer of land was placed in the local press in two consecutive weeks in late May 2011, and was also posted on the NET Phase Two website, however no responses were received from the public.

The procurement phase 10.7.1 The project received Conditional Approval in summer 2009, and the procurement phase

commenced soon after. During this period there was limited scheme development work as the scheme specification was established following the public inquiry, and the making of the NET Order. Pro-active communication did however continue, particularly in some of the sensitive locations on the routes. This included;

• participation in public events at three elderly persons homes in Broxtowe (Sandby Court, Richmond Court and Neville Sadler Court);

• presentations given to local representative groups (e.g. Highfields Trust, Meadows Partnership Board);

• discussions with major stakeholders along the routes, keeping them informed about progress;

• A public exhibition held in November 2009 in Beeston town centre at the request of Nick Palmer MP which provided information about future construction practices and gave the public the opportunity to discuss issues with members of the NET Project Team.

10.8 A progress update for the general public was provided in issue 9 of the Express magazine,

published in Winter 2009. The Governments’ decision to continue its support of the project following the Comprehensive Spending Review (CSR) was highlighted through press releases and updates on the NET Phase Two website. A letter was also sent to the key project stakeholders in December 2010 confirming the CSR decision.

Local employment and training opportunities 10.9 A key objective of NET Phase Two is to maximise opportunities for local people to secure

employment and training through the contract, and for local suppliers to be used in delivering the work. Extensive communications have taken place in order to make local people aware of the opportunities available, with presentations made to the Nottinghamshire Construction Forum, Chamber of Commerce, Nottingham Business Group, and the Nottinghamshire Employment and Skills Board. An event was also held in April 2009 in which presentations were given about the type of work and skills requirements for the contract. Over 100 local businesses attended. Further events will take place immediately before and after the contract is let and will be led by the Concessionaire.

11. Preparing for the construction phase (summer 2011) 11.1 With the NET Phase Two contract due to be let in Autumn 2011, and Tramlink Nottingham

appointed as Preferred Bidder, a strategy has been developed to engage with affected residents, businesses and organisations in order to ensure they are fully aware of the progress of the project and can plan accordingly to ensure such matters as land take and potential disruption arising from future construction activity, are effectively managed.

11.2 It is proposed to communicate regularly before and during the construction period in a number

of ways; by post, newsletter, emails, using social media and online. In the first instance, a copy of Express magazine was distributed to all residents living in close proximity to the new tram lines, as well as to all stakeholders in June 2011.

11.3 Affected landowners have been informed about the proposals over many years, but as the

construction phase gets nearer, landowners will be informed in plenty of time about the precise timing and extent of land take.

4642135.01 9

4642135.01 10

11.4 Where the land impact is significant, such as where a business or household has to relocate, the landowner will be put in touch at an early stage with the Councils’ property consultants Bruton Knowles, who will be able to assist in resolving issues that may arise, including identifying alternative premises. This process commenced in May 2011.

11.5 Discussions regarding communications and marketing are ongoing with Tramlink Nottingham

to ensure that processes to keep the public and stakeholders informed are well embedded before construction starts. It is anticipated that the NET Phase Two construction programme will be made public closer to the date of contract award and this will be used to prioritise public and stakeholder engagement.

12. Future communications strategy following award of contract (autumn 2011 onwards) 12.1 It is inevitable that there will be some inconvenience for local people during the construction

phase, and one of our highest priorities is to achieve a position where any disruption during implementation is minimised and those affected are fully informed.

12.2 One of our main activities to achieve the goal of being a ‘good neighbour’ will be effective

communication between the Promoter, Contractor and the local community before and during the works. The objective of this communications activity will be to create an understanding of the construction process, to give fair notice of the disruption and to provide a clear channel of communication with those causing the disruption.

12.3 Great care will be taken to minimise disturbance when works are taking place. Effort will be

made to ensure that the impact on people living or working in the area will be mitigated by sensitive working methods, close public liaison, and intensive communication of information. These guiding principles will be respected in the Code of Construction Practice, which will set out how construction work can be undertaken. The team of communications professionals responsible for NET Phase Two will use similar techniques and learned experience from NET Line One. During construction the following activities will be established:

• Meetings with community groups and materially affected parties will be proactively arranged and also conducted on request.

• There will be a dedicated point of contact responsible for liaising with local businesses and residents on a day to day basis.

• Local Liaison Groups will be set up where appropriate to provide a regular liaison forum with both the contractors and City Council Officers to discuss and review how work is going.

• There will also be a hotline number, which will enable immediate contact with the Project Team.

• Leaflets and flyers containing construction news updates will be tailored for and distributed to all individuals affected by the works.

12.4 The wider Nottingham conurbation will be kept up to date with development progress through

further editions of Express Magazine, website updates and ongoing media relations across both local and trade publications.

June 2011

NOTTINGHAM EXPRESS TRANSIT (NET)

APPENDIX 31 – STAKEHOLDER MANAGEMENT PLAN


Submitted July 2011

FIL:\TRANSPORT\NET\BUSINESS CASE\FBC 2011\APPENDICIESFBC2011\APPENDIX 20 - STAKEHOLDER MANAGEMENT

PLAN.DOC

NET Project Management Team Nottingham Express Transit – Phase Two

NET Project Management Team NET Project Office 4th Floor Loxleyt House Station Street Nottingham NG2 5NT tel: +44 (0)115 876 5050 fax: +44 (0)115 876 3132 email: [email protected] web: www.netphasetwo.com

NOTTINGHAM EXPRESS TRANSIT

NET PHASE TWO

STAKEHOLDER MANAGEMENT PLAN

Version 3.0, June 2011

http://www.netphasetwo.com/

NET Phase Two– Stakeholder Management Sub-Plan v2.0 Contents & Introduction – Page 3

Contents

REVISION HISTORY 3 INTRODUCTION TO THE STAKEHOLDER MANAGEMENT PLAN 4 1 What is Stakeholder Management? 5

1.1 Introduction 5 1.2 Objectives 5 1.3 Scope 5 1.4 Principles 5

2 How we manage Stakeholders? 6 2.1 Identification of Stakeholders 6 2.2 Analysis of Stakeholders 7 2.3 Engagement Strategy 9

3 What is the process for Stakeholder Management? 10 3.1 Overview 10 3.2 Stakeholder Management Schedule 11

4 Who is responsible for Stakeholder Management? 12 5 References 13 A APPENDIX: EXTRACT FROM STAKEHOLDER MANAGEMENT SCHEDULE 13

Revision History

Revision Record

Rev Originator Approved Date Comment

v0.1 Anthony Blackburn

20 Dec 2006 Working Draft

V1.0 Nazia Tanveer Chris Deas 17 April 2008 Updated

V2.0 Nazia Tanveer Chris Deas 9th December 2008

Updated

V3.0 Steve Tough Chris Deas 24th June 2011 Updated

L:\TRANSPORT\NET\BUSINESS CASE\FBC 2011\APPENDICIESFBC2011\APPENDIX 20 - STAKEHOLDER MANAGEMENT PLAN.DOC



Introduction to the Stakeholder Management Plan

The overall governance and management arrangements for the Nottingham Express Transit Phase Two (NET Phase Two) project are captured in the “NET Phase Two Project Management Plan” (PMP). The PMP, together with associated management strategies and -plans, describes what the project is and what we are setting out to achieve. It defines who is involved, what key people and organisations are responsible for doing, and how they will work together and communicate. It indicates when things will be done and how much they will cost.

This Stakeholder Management Plan sets out the overall methodology that is to be adopted to ensure the effective management of stakeholders in delivering the NET Phase Two Project.

The Plan describes who the stakeholders are, what we want to achieve and how we intend to achieve it. The intention is that this Plan will assist persons within the City and County Councils, the NET Project Board, NET Project Delivery Group, NET Development Board, and the NET Project Management Team and our consultants and advisers to understand the arrangements that are in place to assist with the engagement of stakeholders.

Table 1 - Project Management Documents

Document Content Audience

1 Project Management Plan

(PMP)

This document describes how the NET Phase Two project will be managed.

It defines the NET Phase Two Project at high level in terms of What? Why? Who? When? How Much? and How?

In particular, emphasis is given to the way the project will be governed, and authority for decision making is given and received.

The PMP is the key working document informing the NET PM Team how the project will be managed.

The Promoters (NCiC & NCoC)

NET PM Team

NET Project Board

NET Development Board

Project Consultants, Advisors & Contractors

Key Stakeholders (e.g. DfT)

2 Management Strategies

The PMP includes summary management strategies, describing the NET Phase Two PM Teams approach to key management topics.

The PMP includes a Stakeholder Management Strategy.

NET PM Team

NET Project Board


3 Management Sub-Plans

(MSP)

Specific topics that require detailed individual plans will be developed into Sub-Plans. These will be referenced in the PMP and made available to the project team.

This document forms the Stakeholder Management Sub-plan to the PMP.

NET PM Team

NET Project Board


3 Project Procedures

Procedures will be developed for specific activities where the Project requires a controlled consistent approach from all those involved with the management of the project.

NET PM Team

Project Advisors, Consultants & Contractors

This Plan is part of a suite of documents explained in table 1 above. The PMP and the suite of supporting documents are ‘live’ documents and will be updated on a regular basis to reflect the development of the project so that they continue to be suitable and effective. Any comments or enquiries regarding the PMP suite of documents should be directed to the NET PM Team at the address referenced on the front cover.


1 What is Stakeholder Management?

1.1 Introduction

Our Stakeholder management Strategy in the PMP defines Stakeholder Management as “the systematic identification, analysis and planning of actions to communicate, engage and negotiate with, and influence stakeholders. Stakeholders are all those who have an interest or role in the project or are impacted by the project.” This section explains our understanding of Stakeholder Management, our objectives and the scope of this document.

1.2 Objectives

To ensure that the appropriate stakeholders are kept informed regarding the status of the NET Phase Two Project, throughout the project’s development.

To proactively manage the relationship of the NET Phase Two Project with all its stakeholders throughout the project lifecycle - development, delivery and operation.

To ensure that all enquiries and concerns raised by the stakeholders are recorded, reviewed and responded to in a timely and effective manner.

To promote support for the scheme.

To assist the obtaining of necessary consents required to deliver and operate the scheme.

1.3 Scope

The Stakeholder Management Strategy and the Communication Management Strategy for the NET Phase Two project are the strategic documents relating to communications. They are brought together in the Communications Plan, which deals with day to day communications.

This document details the overall methodology that is to be adopted to ensure that all stakeholders are identified, that their interests and influences are understood, their requirements captured and defined and that communications with them are managed, to ensure a positive level of support.

A Consents Management Procedure also exists to support, manage and engage with Stakeholders where formal consents are required.

1.4 Principles

Stakeholder management is a critical part of managing the NET Phase Two Project as stakeholders have influence over both the criteria by which its success can be judged and the relative values within the Project.

The two leading causes of project failure are insufficient involvement of stakeholders and infrequent communication with sponsors and other key stakeholders. This Stakeholder Management Plan therefore serves to identify, examine and understand the drivers behind the stakeholders’ views and hence



outline a procedure for the effective management of stakeholders within the NET Phase Two Project.

The main activities associated with this process are:

Continual identification of organisations and key individuals, for example through day-to-day management of the project or formally through the process of stakeholder mapping or by workshops/ brainstorming sessions.

Analysis of the stakeholders to understand their interests and the level of influence and level of interest of the stakeholders, including identifying both positive and negative influences and their potential impact.

Capture the requirements of individual stakeholders and stakeholder groups.

Development and agreement of an engagement strategy for individual stakeholders or stakeholder groups.

Communication plays a vital part in this process, including the processes required to ensure timely and appropriate generation, collection and dissemination of information.

2 How we manage Stakeholders?

2.1 Identification of Stakeholders

Stakeholder management began with identifying all the stakeholders involved in or affected by the project. Stakeholder identification is an ongoing process and will continue as the progress progresses through its development, delivery and operational stages. Stakeholders are identified and captured on a Stakeholder Management Schedule (SMS). The format of the SMS has evolved over time and the current format is shown in an extract of the document included as Appendix A. It currently focuses on the advance design stage of the project, the stage the project is currently at.

As the NET Phase Two Project develops, the ongoing identification and management of stakeholders will be critical to its success.

In order that the list of stakeholders can be more efficiently managed, a number of key categories of stakeholder have been identified:

1. Internal - those groups or individuals within or working for the Promoters, including the Council’s Executive, other departments, employees and consultants who have been engaged on the NET Phase Two Project. The promoting Council also has a range of statutory or regulatory duties as the local highway authorities, planning authorities, traffic authorities and environmental health.

2. Core - those key stakeholders who are central to the stakeholder liaison throughout development and delivery of the scheme, and indeed may play a key role in enabling delivery of the project. This group includes:



Local Authorities – including Broxtowe Borough Council and Rushcliffe Borough Council in their role as local planning authorities and Nottinghamshire County Council in their role as Highway Authority.

Government/ Statutory Bodies – including Department for Transport,

Network Rail, train/freight operators, key commercial developers along the route and

Transport Interests – including local bus operators and PEDALS.

al Bodies - including Nottinghamshire Wildlife Trust and the Nottingham Civic Society.

Utilities – including Severn Trent Water/ Sewerage, British Telecom, e.on

3. Influential Groups –

Residential and business properties where no land is taken – those

Local Pressure/ Action Groups – those groups, who support, oppose or

munity (BCBRA, etc).

n interest in the NET Phase Two Project. Regardless of whether they work for a particular company

roject to achieve its objectives such views need to be recognised.

Some of the above categories may identify the same individuals but it is often

2.2

chieve an understanding of their interests in, and impact on, the NET Phase Two Project, so that engagement

local MPs, HMRI, English Heritage, Natural England and the Environment Agency. There is a requirement to consult with some of these bodies as part of the statutory process.

Affected Land Owners/ Occupiers/ Frontagers - including

materially affected landowners/occupiers.

Environment

and Transco.

Emergency Services – including East Midlands Ambulance Service NHS Trust, Nottinghamshire Fire and Rescue, and Nottinghamshire Police.

people who may be impacted by the scheme, although no land is taken, such as residential and businesses properties in close proximity to the route.

who are generally interested in some aspect of the project. They tend to represent local residential interests (ENT, CW Yes, BACIT, BCT etc) or the local business com

Other Stakeholders/ Influential Groups – including Boots, Nottinghamshire and Derbyshire Chamber of Commerce and Nottingham Trent University.

4. General Public – the public as a stakeholder represents everyone who might be directly impacted by, or benefit from, or simply have a

or are a member of a certain group which falls into the categories above, individual views are still important and for the NET Phase Two P

useful to differentiate between stakeholders ‘wearing different hats’.

Analysis of Stakeholders

The objective of analysing stakeholders is to a

addresses their particular interests, requirements, issues and needs. This includes



harnessing the support of those in favour of the project and managing the risks posed by stakeholders who oppose the project.

Due to the large number of stakeholders involved, it is necessary to analyse the potential impact and potential power of each individual stakeholder or stakeholder

and method of such engagement, to ensure that communications are targeted appropriately and that the level of detail reflects the needs of the relevant

The technique to be adopted for analysing stakeholders considers each stakeholder

Importance – the extent to which a stakeholder’s problems, needs and

The results of the above exercise are compared with the power matrix shown . It is

e

Figure 1 - Stakeholder Power Matrix

group. This analysis provides a basis for the prioritisation of stakeholder engagement

stakeholders.

in terms of:

interests are affected by the project.

Influence – the extent to which a stakeholder is able to act and thereby affect the project.

below, so that the appropriate level of engagement can be determinedimportant to recognise, however, that the power matrix is a guide and thcategorisation of each stakeholder or stakeholder group is carefully consideredag

ainst available information.

A Vital Contributors/ Champions and/ or concerns need to be

addressed.

Strong buy-in required.

Contribute to delivery andconcerns need to be

addressed.

Actively liaise or consider.

Support desirable.

Brief stakeholders regularly to maintain interest

B / or

Importance High Low

Hig

h

Infl

uen

ce

C

and keep them in the loop.

D Keep informed by briefing as

and when necessary.

Lo

w



Stakeholders on the top left of the matrix are integral to the process of delivering the project, whereas those on the bottom right mainly require to be kept informed about the process.

(A) – these stakeholders will be vital contributors, have requirements that must be met and/ or have concerns that need to be addressed. Strong buy-in will therefore be required. They are likely to have the most influence over the project and full engagement with these stakeholders is required to gain their

to the delivery of the Project and/ or will have concerns that need to be considered. Active consultation and where

(C) – the support of these stakeholders will be desirable and they will therefore

important to achieving wider public support.

ies. A stakeholders’ interest and influence changes over time or can be different in each phase of the project and they may therefore move up or

Any requirements identified as part of this process, such as the need for ‘consent’ satisfied will be documented in the scheme’s

cification in accordance with the Requirements

2.3

The objectives of the engagement process are to keep stakeholders’ awareness

will be deliverable.

some form of consent from them in order to deliver or operate the tramway. The consents management procedure exists

t Schedule.

support and commitment. Formal agreements with some stakeholders in this category during the Transport and Works Act Order application stage have been progressed.

(B) – these stakeholders will contribute

necessary, agreement, will be required. Again, formal agreements with some stakeholders in this category during the Transport and Works Act Order application stage have been progressed.

need to be kept informed of decisions, particularly those that may affect them directly. Engagement with these stakeholders will be

(D) – these stakeholders may not be directly affected by the project and engagement with them will be as and when necessary.

Each stakeholder on the Stakeholder Management Schedule is allocated against one of these categor

down the matrix as the project progresses. The schedule is therefore reviewed periodically by the NET PM Team, the frequency of which is based on the category of the stakeholders.

or a commitment that needs to be requirements database and speManagement Strategy.

Engagement Strategy

and commitment high, maintain consistent messages within and outside the NET Phase Two Project, ensure we identify stakeholder requirements and ensure that expectations are consistent with what

To ensure successful communications, engagement with stakeholders should be clear (to ensure relevance and recognition) and directed (to send the right message to the right audience).

Many of the stakeholders in categories (A) and (B) have statutory powers or agreements are in place that requires

supported where appropriate by individual stakeholder protocols, to manage these ‘formal’ consents. Where such ‘formal’ consents exist, this will be identified on the Stakeholder Managemen



The NET Phase Two Communications Plan will help determine what more broadly will be communicated, how it will be communicated, by when, and by whom,

h stakeholder are:

evant timings?

ouraged, what will be done as a result of feedback?

he process for Stakeholder Management?

3.1

t.

.

The interests of the Category ‘C’ stakeholders need to be considered, and these

hat their interests are recognised and are being considered.

an as and when basis dependant on their involvement in the process.

lso be established to ensure that stakeholders can be managed throughout the NET Phase Two Projects lifecycle. The channels used for communications will vary depending on the stakeholders’ influence and impact

throughout the Project.

The questions to consider for eac

What are the objectives of each engagement/ communication?

What are the key messages?

Who are the stakeholders the communications are trying to reach?

What information will be communicated and by whom?

When will information be disseminated, and what are the rel

How much information will be provided, and to what level of detail?

What mechanisms will be used to disseminate information?

How will feedback be enc

3 What is t

Overview

Most stakeholders identified should be part of the engagement process, with the majority (categories ‘A’ and ‘B’) having influence over or being significantly affected by the projec

Category ‘A’ stakeholders have a key role to play in the project and should be briefed routinely and/or fully engaged in the process, since they have the power to disrupt the process

Category ‘B’ stakeholders require careful management and significant consultation, since they are integral to the success of the process, and have the potential to cause difficulties.

stakeholders should be kept informed through regular communication channels to maintain their interest, and make them aware t

Category ‘D’ stakeholders should be kept informed on

Where statutory powers or agreements exist, and consents are required, these will be managed through the Consents Management Process.

Communication channels will a



and the current phase of the project. However, the likely engagement/ communication scenarios are:

Consent Protocol – establishing formalised arrangements for engaging and

or minimised. These are likely to comprise a number of different engagement

may not lead to constructive dialogue, which is why written correspondence with residents is the preferred method of engagement in these

fic information that is relevant only to one or more stakeholder groups, or for general information

Road shows/ Displays/ Exhibitions – these are useful in providing a continuing

eneral project level, such as newsletters or exhibitions, the use of feedback forms or questionnaires is

If the aims of the stakeholder management process are to be met, it is important

The Stakeholder Management Schedule aims to achieve this by identifying the o happen and the person

l engagement.

3.2

keholder or stakeholder group including:

progressing ‘formal’ consents and approvals with individual stakeholders. These will generally be for category ‘A’ or ‘B’ stakeholders.

Individual discussions/negotiations – these will be required with the Category ‘A’ stakeholders, in order that objections to the project are removed

methods, including meetings, workshops, formal correspondence with individual stakeholders and the requirement for formal agreements, where necessary.

Group discussions/ negotiations – these may also be required with key (category A) stakeholders but would focus mainly on category ‘B’ or ‘C’ stakeholders, being one communication that covers a number of similar stakeholders (such as a letter to all residents on a particular street, or a meeting with residents of a retirement complex), rather than engagement with each stakeholder individually. However, general group meetings with residents are not likely to be appropriate as these can be hijacked by the vociferous minority and

instances. It is the approach that has been adopted so far on the NET Phase Two project.

Newsletters/ Press Releases/ Media – these may be for speci

for all audiences (including the general public). These could be in either paper form or electronic form, including website updates.

‘presence’ in the community and to raise awareness of the project’s aims and objectives.

In all cases, it will be important to capture feedback. For the individual and group discussions, it is likely that these will focus on fairly detailed issues and formal responses to the NET Project Management Team will therefore be encouraged. It will also be appropriate for the NET Project Management Team to analyse and consider the feedback. Where the engagement is on a more g

seen as a more appropriate method of encouraging feedback and the Communications Team will report on the comments received.

that adequate resources are allocated and that stakeholder engagements are prioritised, to ensure that the right engagements happen at the right time.

timescale within which the engagement needs tresponsible within the NET Project Management Team for the overal

Stakeholder Management Schedule

The Stakeholder Management Schedule contains the details that are required for the effective management of each sta



The key issues associated with the stakeholder or stakeholder group, for which resolution is ultimately required;

Reference to any specific requirements in the requirements database relating to the stakeholder or stakeholder group;

required to resolve the key issues or satisfying the requirements

completing actions; and

ment with the

4 Who is responsible for Stakeholder

gic interest tend to be best served corporately by the promoting Authority, NET Project Board, and the NET Partnership and the

d addressing by different members of the NET Project Management Team. Therefore it is the NET Project Management Team member with overall

viduals who are identified as being responsible for a particular stakeholder. The responsible

ven to those stakeholders with whom resolution is expected/required the soonest. The NET Project Management Team will

The Stakeholder Management Schedule is made available for consideration by the NET Project Board and Director, NET, so that any key issues/ actions with stakeholders can be managed at the appropriate level.

The strategy and actions proposed or

The target for

The person responsible for co-ordinating the overall engagestakeholder.

Management?

The overall governance of stakeholder engagement is the responsibility of the NET Project Board. The Project Board will allocate management responsibility on the basis that those best placed to manage a particular stakeholder engagement will be a reflection of the nature of the stakeholders’ interest. Those with a strate

Director NET, whilst those with a specific project interest by the NET Project Management Team.

The Stakeholder Management Schedule allocates overall responsibility for individual stakeholder engagements to a member of the NET Project Management Team. The allocation of responsibility has been an ongoing process throughout the project’s lifecycle, on the basis that overall responsibility should be allocated to those team members that are best placed to deal with the specific stakeholder issues. The Stakeholder Management Schedule acknowledges that each stakeholder may have a number of issues that nee

responsibility who should co-ordinate and oversee the individual addressing of issues.

The Stakeholder Management Schedule is issued to all indi

person is required to update the schedule giving particular consideration to the target date, which may be subject to change.

The schedule will then be regularly reviewed by the NET Project Management Team, with priority being gi

consider the change in status of any stakeholders and ensure that the schedule is amended accordingly.




5 References

Project Management Plan

Stakeholder Management Strategy (C.21)

Communications Management Strategy

Communications Plan

Stakeholder Management Schedule

Consents Management Procedure and Protocols

Requirements Management Strategy

Requirements Management Plan

NET PHASE TWO - STAKEHOLDER MANAGEMENT SCHEDULE

Route Zone Stakeholder Details & Status Category

Status (Whole

Life Cycle)

Level of Design Consultation

RequiredTWAO Status Agreement Needed Main Issues/Relationship with Scheme Present Position Proposed Next Actions Actionee Action

Required By Scheme Representative Date updated Date next update due

System Wide

B7 QMC Viaduct,C3 Wilford & Compton Acres, and C9 Clifton Park & Ride

The Highways Agency (Nottinghamshire Area Team) Approval Body A A Supporter (135) No

Generally supportive of the proposals – further discussions required about: (1) accesses and junctions associated with the NET park and ride sites (2) construction of the bridge crossing of the A52 Clifton Boulevard. (3) interface with A52 Clifton Boulevard unnderbridge (adjacent to Ruddington Lane)

Meetings held (latest 16th February 2011, with Cyril Day to review previous meeting actions) little progress made as the HA were awaiting certainty that the project would be going ahead. Now DfT approval given the HA intend to fully engage. Cyril Day will be replaced by Kamaljit Khokhaand as the main point of contact for the project. AIP for proposed bridge over the A52 Clifton Boulevard endorsedby HA, who accept that they will not be the Technical Approval Authority for the Structure. Promoter tois TAA.

The HA were approached by Broxtowe Borough Council to partially discharge planning condition 20 with respect to Bardills island. The HA have endorsed the details of the works.

A453 dualling scheme put on hold - findings of Inspector's report have not been published. The preferred bidder has been instructed to assume that the scheme is not going ahead.

Secure approval of consent protocol. Initiate handover meeting between Cyril Day and Kam Khokhar and facilitate initial meeting between the HA and the preferred bidder. Temporary road closures will need to be agreed - Preferred bidder to be involved in future discussions.

Continue to monitor the progress of the A453 dualing scheme.

Russell Cohen Ongoing Steve Tough 24-Jun-11 23-Aug-11

System Wide N/a

Nottinghamshire County Council – Highway Authority Planning Authority Land owner

Approval Body A A N/a Yes? Highway and Planning authorities for NET Phase Two and also own land affected by the project

The County Council withdrew as Promoter of the scheme in 2009 and a settlement agreement has been negotiated.

County Highways fully engaged in highway matters. Need to sign County Settlement Agreement Steve Tough On-going Steve Tough 24-Jun-11 23-Aug-11

System Wide N/a Environment Agency (EA) Approval Body A A Objector (665) No Concerned about flood drisk at a number of locations across the scheme.

Approval of the FRA (Rev J) was received from the EA on 17th November 2010, along with acceptance of a revised protocol.

The LPA’s have sought the EA’s endorsement of proposals with respect to discharging planning condition 2 related to contaminated land. The promoter has met with the EA (13th April 2011) to discuss the applications and identify any further information the EA feel they need in order to dischargethe condition.

Provide supplementary information requested by the EA in order that they can endorse the discharge of contaminated land palning conditions. Russell Cohen 29-Jul-11 Steve Tough 24-Jun-11 23-Aug-11

CliftonC3 Wilford & Compton Acres & C9 Clifton Park & Ride

Rushcliffe Borough Council (RBC) Approval Body A A Objector (1088) No

Route but not P&R site is safeguarded into he Rushcliffe non-statutory replacement Local PlanObjected to the scheme at TWAO Stage and appeared at main public inquiry in Nov/Dec 2007.

Generally positive discussions held regarding planning consent procedures.

Continue to have high levels of communication with RBC. Secure Consent Protocol with RBC and then develop designs in accordance with that protocol.Re-engage with RBC on technical issues approaching concession award.

Steve Tough On-going Steve Tough 24-Jun-11 23-Aug-11

Beeston

B10 Queens Road East to B16 Toton Park & Ride, B20 Beeston Sidings & B21 Queens Road Improvements

Broxtowe Borough Council (BBC) Approval Body A A Objector (326) Yes -actioned

(TWAO)

NET Phase Two is safeguarded in the Broxtowe Local Plan.Concerned about impact at: BTC, Greenway (between Cator Land and Inham Road - land appropriation). Part of car park off Union Street (Beeston Town Centre).

Agreement reached with Broxtowe Borough Council to enable open space land to be acquired by agreement enabling the Borough to withdraw their ELC application. Extensive discussions held with planning officers over work package briefs covering the Greenway and consent protocol agreed. Presentation made to Broxtowe Members on key issues affecting the Borough. Agreed that John Delaney will be the first point of contact on NET issues.

Continue to have high levels of communication with BBC. Agree Beeston town centre interchange proposals and discuss impact on Henry Boot development site with Broxtowe.Agree Environmental Health arrangements regarding noise and vibration.Commence commercial discussions.

Steve Tough On-going Steve Tough 24-Jun-11 23-Aug-11

System Wide

C2 River Trent Open Space B5 King's Meadow& Lenton Lane or B6 Gregory St. & Abbey St.depending on split

British Waterways

Approval Body A A Objector (803) Yes -actioned (TWAO)

The proposals involve work to bridges crossing the River Trent (Wilford Toll Bridge) and Nottingham Canal (Claytons Canal Bridge).

Meeting held on 09/04/08 to discuss consents protocol for advanced design phase. The meeting was very positive and BW were comfortable with the approach put forward for consultation on design issues. The consents protocol was agreed in July 2008. Government announced in mid October2010 that the status of a number of organisations, including BW is to change - BW to become a charity -implications of the change are unknown at the present time.

AIPs for Clayton's Canal Bridge and Wilford Toll Bridge to be forward to BW for endorsement . AIPs signed by TAA (Promoter). Revised Consent Protocol to be sent to BW following outcome of Comprehensive Spending Review - the protocol has been revised to removal the "shadow consent" stage.

Steve Dickens On-going Nazia Tanveer 7-Jun-11 6-Aug-11

System Wide

B1 Nottm. Station & Meadows Gateway, B5 King's Meadow & Lenton Lane & B20 Beeston Sidings

Network Rail (NR) Approval Body A A Objector (879) Yes (actioned) TWAO)

Interface issues at Nottingham Station and Lenton Lane Bridges - no objection in principle and accept the need to address key issues prior to the submission of a TWAO application to the DfT.Alternative stabling facility works under possession at Nottingham Station required.

Interface Agreement (IA) entered into addressing NR's key concerns and setting framework for future agreements including Asset Protection Agreement and Property Agreement. After extensive negotiation, these subsidiary agreements (prepared by BDB) are nearing completion - final agreement anticipated in June/July 2011. Delay to completion has allowed review with the Preferred Bidder - Tramlink has indicated they are comfortable with the negotiated position.

Meeting arranged for June 2011 with Network Rail to finalise agreements.

Monthly Interface meetings continue with Network Rail and EMT, and now Tramlink, to develop the outstanding design issues and possession requirements.Authority also attends NR's Nottingham Projects Coordination Meeting held 6-weeky to consider interface issues between NET, the Hub and the East Midlands Re-signalling Scheme.

Alan Renfree On-going Alan Renfree 10-Jun-11 6-Aug-11

System Wide

B1 Nottm. Station & Meadows Gateway, B5 King's Meadow & Lenton Lane & B20 Beeston Sidings

Network Rail (NR) Approval Body Objector (879) Yes (actioned) TWAO)

The Beeston Sidings solution to the alternative stabling requirement, as considered in the Interface Agreement, is not now considered necessary. A head shunt facility is likely to be required at the East Croft Depot - EMT are currently scoping the work and will procure this on behalf of the project, at a cost to the project (but a fraction of the Beeston solution).

As the Authority is a co-Promoter of the Hub Station redevelopment and refurbishment project, coordination between the two projects is monitored on regular basis, including detailed design coordination, construction phasing and marketing.

Core Section B1 Nottm. Station & Meadows Gateway

Train Operators - East Midlands Trains Approval Body A A EMT: Supporter

(38) Yes (actioned) TWAO)

Significant impact on the Station Facility Owner (SFO) as a result of the station bridge proposals. Both EMT and Cross Country trains will be affected by significant possession requirements during the station bridge construction works.

Agreement with EMT entered into. Key issues for SFO addressed including provision of alternative stabling and maintaining current car parking capacity during the works. These issues are being progressed as noted under NR above, but the development of the Hub scheme and the commencement of the new mscp in particular has removed the obligation on the Authority to provide replacement car parking facilities during the construction of the Station bridges.EMT is engaged with ongoing discussions with Network Rail in connection with the possession planning as noted above under NR.EMT is currently scoping the work associated with the temporary relocation of the train ops staff on P/F 4/5, and the implementation of the headshunt facility required for the alternative stabling. Station Change to be developed to address operational issues between NET and the statin and the SFO.

EMT are party to the interface meetings referred to under NR above. Alan Renfree on-going Alan Renfree 9-Jun-11 8-Aug-11

Core Section B1 Nottm. Station & Meadows Gateway

Train Operators - Cross Country Trains Key Consultee A A

Cross Country Trains: Objector (984)

No Regional TOC and user of the infrastructure at Nottingham Station Not directly consulted yet- but is consulted as part of the possession booking process via Network Rail.TOC to be kept informed of design development particularly in relation to

possession requirements Alan Renfree on-going Alan Renfree 9-Jun-11 8-Aug-11

Beeston B11 Fletcher Rd. & Lower Rd.

Housing 21 (re Neville Sadler Court) Residential A A N/a Yes - to be

negotiated

The proposals require the demolition of part of the housing complex. Concerned about the impact on the site – replacement facilities, safety, and disruption during construction.

There has been extensive communication with residents, and commercial discussion have commenced. However, H21 need to determine whether or not the site will be redeveloped and inform residents as soon as possible.A six month delay included in contract before works can start.

Continue discussions with Housing 21 and residents. Keep PR team informed. Steve Tough On-going Steve Tough 24-Jun-11 23-Aug-11

Stakeholder Issues & ActionsStakeholder Details & StatusGeography

C:\Documents and Settings\vhende\Local Settings\Temporary Internet Files\OLKAD\NET PM Team-Stakeholder ManagementPlan-June2011_FBC ExtractVersion Dated: April 2008 Page 1 of 5Printed on 24/06/2011


APPENDIX 32 – COMMUNICATIONS PLAN


Submitted July 2011


NET Project Management Team NET Project Office 4th Floor Loxley House Station Street Nottingham NG2 3NG tel: +44 (0)115 876 5050 email: [email protected] web: www.netphasetwo.com

NOTTINGHAM EXPRESS TRANSIT

NET PHASE TWO

COMMUNICATIONS PLAN

Version3.0, April 2009

http://www.netphasetwo.com/


Communications & Marketing Strategy NET

Contents

1 Introduction 2

2 Communications Objectives 2

3 Background and Lessons Learned 2

3.1 NET Line One 2

3.2 Workplace Parking Levy 2-3

3.3 Environmental and Sustainability Issues 3

4 Target Audiences 3

5 Communications Brand 3-4

6 Key Messages 4

7 Communications Deliverables 4

8 Ownership of NET Communications 5-6

9 Measurement and Reporting 6

9.1 Fortnightly Reporting 6

9.2 Monthly Reporting 6

9.3 Quarterly Reporting 6

10 Resources & Budget Requirements 7

APPENDIX 1: COMMUNICATIONS TOOLKIT 7

APPENDIX 2: COMMUNICATIONS SUB-PLAN 7

Document Control

Rev Originator Approved Date

1.0

2.0

3.0

4.0

Esme Macauley

Ioan Reed-Aspley (Nov 08)

Ioan Reed-Aspley

Lucy Smithson

Pat Armstrong

Steve Tough

Nazia Tanveer

Chris Deas

Steve Tough

Original 28 March 2008

Updated 21 November 2008

Updated 7 April 2009

Updated 23 June 2011


1 Introduction to the Communications Management Strategy (CMS)

This CMS is a strategy document which builds on previous communications work and refines it to reflect

the latest thinking and current context surrounding NET Phase Two. It looks ahead at the NET Phase Two

project communications requirements leading up to a 2011 construction start date.

The CMS provides the strategic basis for communications management. The CMS has been developed in

parallel to the Stakeholder Management Strategy (SMS) which provides the strategic basis for stakeholder

management. Both documents come together in the Communications Sub-Plan (CSP) which charts the

detailed, tactical communications activities appropriate for stakeholders in each annual quarter. Further

explanation is provided below in section 4: Target Audiences and section 7: Communications Deliverables.

2 Communications Objectives

The objectives of the communications strategy are driven by the goals of the NET Phase Two project. As

such, the main objectives are;

1. To communicate proposals regarding the project effectively in order to maximise positive

opinions and active support from stakeholders.

2. To ensure widespread knowledge and understanding of the proposals.

3. To deliver a consistently high quality of communication to ensure that the design and

implementation of NET Phase Two is welcomed by residents, visitors & key stakeholders.

4. That the disruption during construction is tolerated while highlighting the benefits that its

operation will bring.

5. To highlight Nottingham’s success developing public transport infrastructure.

To realise these objectives, effective communications planning and implementation, together with robust

stakeholder management, will be needed. Appropriate resources will also be required.

3 Background

In developing this strategy we have considered the issues surrounding the history of the NET system and

broader context of NET Phase Two.

3.1 NET Line One

The progression since the introduction of NET Line One is important. NET Line One is operational, its

benefits are clear and there is a public desire for its extension but further education is needed to bring


about an understanding of the impacts NET Phase Two will have and the benefits it will bring.

3.2 NET Phase Two Public Inquiry

The proposals for NET Phase Two have undergone a full public inquiry in Nov & Dec of 2007. A re-opened

public inquiry which focused on two specific issues to do with the exchange land in Wilford and Compton

Acres and the migration of Golden Plover in Clifton took place in October 2008. The Secretary of State

announced his decision to make the TWA Order in March 2009, and a version of the ‘Express’ leaflet has

been distributed to provide further information about the decision.

3.3 Workplace Parking Levy

NET Phase Two is linked to WPL. There is the perspective that local employers are being made to foot the

bill for the NET Phase Two local financial contribution. The WPL communications campaign has so far

managed to avoid the adversarial positioning of ‘stop’ and ‘go’ campaigns, but the 'stop' campaign will

continue to be revived by key stakeholders. The benefits of NET Phase Two are central to the promotion of

the WPL scheme, alongside improvements to the Link bus network and modernisation of Nottingham stati on as part of the Hub project.

The City Council has worked with the 6C’S to investigate the long term potential for a RUC scheme across

the region, as part of TIF, and concluded that a RUC scheme would not bring further benefits than the

WPL scheme and as such should not be pursued further.

NET Phase Two will be promoted alongside the Big Wheel campaigns for walking and cycling as well as the

roll out of the Business Club website. Also, throughout 2008 the Public Transport Team are developing a

substantial support package for 100 key business sites within the conurbation to include public transport

infrastructure and travel planning measures.

The current financial climate has meant that there are concerns about the affect of the WPL on businesses

in Nottingham.

As a result, the DfT has still not approved the regulations. However, a decision is expected before the

end of June.

Much of the communications work has been focused on engaging with key decision makers and

stakeholders to get them to support the case for WPL. Local Nottingham MPs have been very proactive in

drawing this to the attention of Government Ministers.

Communications actions to support a number of potential outcomes resulting from a Government decision

are currently being developed.

3.4 Environmental and Sustainability Issues

Minimising congestion, pollution and climate change currently features strongly in the media. Linking NET

Phase Two to climate messages is desirable.


4 Target Audiences

The Stakeholder Management Strategy (SMS) has been developed in parallel to this document. The SMS is

supported by:

1. A Stakeholder Schedule - a ‘live’ document that lists the key stakeholders, the issues associated

with each, the actions required and the person responsible for progressing the actions with each

stakeholder.

2. A Stakeholder Map - an analysis document which ranks stakeholders according to their influence

and impact so that communications approaches and activity can be appropriately targeted to

stakeholder groups.

The SMS and CMS are brought together through the Communications Sub-Plan which charts the detailed,

tactical communications activities appropriate for the stakeholder workstreams.

5 Communications Brand

The communications brand of NET Phase Two is a based on the established and well recognised brand of

NET Line One.

The tone and feel of NET Phase Two communications needs to continue to be energetic and ambitious. It

needs to communicate how Nottingham is moving forward, the joined up big picture and overarching

vision of the future. It needs to show the connection between NET Phase Two and the wider regeneration

of Nottingham.

However, NET Phase Two community groups have criticised the communications for being too glossy and

promotional, and the content of communication material comes under intense scrutiny. Therefore, in

communications with these groups, a balance must be struck which may lead to more technical,

conservative version of the energetic and ambitious tone.

Communications activities need to continue to be human – they must have faces/spokespeople – as this

approach will be more effective at reducing resident and business ‘mistrust’ than faceless activities such as

promotional literature or websites.

6 Key Messages

Revised key messages which need to be communicated as part of the communications & marketing

activity from January 2009 onwards have been developed (see appendix 2).

A more generic key messages document are available as part of the 'NET Phase Two communications

toolkit'.

The NET Phase Two communications toolkit also contains a NET Phase Two core script, key statistics, top

ten facts and Q&A. The toolkit acts as a resource for preparing printed communications materials or

assisting spokespeople with presentations, speeches and interviews.


7 Communications Deliverables

The Communications Sub-Plan is set out in Appendix 1. It charts the detailed, tactical communications

activities appropriate for the stakeholder workstreams in each annual quarter. The Communications Sub-

Plan is reviewed regularly with the NET Phase Two Project Team.

The main workstreams of communications deliverables which are charted in the CSP are;

1. to research and plan monthly proactive media stories

2. to manage a reactive media handling service

3. to develop and maintain the NET Phase Two website

4. to develop Express Magazine and distribute at least twice per year

5. to develop maps and basic info literature

6. to develop seeing is believing days

7. to promote NET Phase Two via the communications workstreams of WPL, Big Wheel, Hub, Public

Transport and other teams within Nottingham City Council.

8. to prepare for communications activity during NET Phase Two construction & operation phases

(see appendix 3)

9. to report communications activity including gauging public opinion and perceptions of NET Phase

Two

10. to support myth-busting communications activities with priority stakeholders

11. to review and manage representations from stakeholders

12. to ensure the proactive engagement of stakeholders

Communications and stakeholder management approaches, activity, and materials must adhere to DfT’s

Draft Guidance for Local Authorities, the Government’s Code of Practice for Consultation and the Audit

Commission's Code for Publicity in order to demonstrate that best practice and due legal processes have

been followed.

All publications are available on request in different formats to assist people who are visually impaired or

who live locally and speak different languages.

8 Ownership of NET Phase Two Communications


Ownership and responsibilities are identified below between the following groups;

Environment & Regeneration Communications Team: The primary responsibility for delivering the

communications workstreams sits within the E&R Communications Team. The E&R Team progress will be

reported regularly to the NET Phase Two Project Team, monthly to the Central Communications Team and

quarterly to the Project Steering Group and Project Board.

Central Communications Team: The Central Communications Team, given their NET Line One experience,

provide advice for setting, agreeing and signing off the strategic direction for the E&R Communications

Team delivery. If the E&R Communications Team has limited capacity they can seek and co-ordinate the

support of the Central Team for assistance with media and events. The E&R Communications Team and

Central Team need to work closely to ensure a WPL presence in the Business Arrow, handle NET Phase

Two media enquiries and sign off communications materials through the approval process.

NET Project Team: The NET Project Team need to ensure adequate and effective communications support

is planned for and delivered by the E&R Communications Team. The Project Team will provide senior level

advice and sign-off of the Communications Strategy and Sub-Plan activities. Where appropriate the Project

Team will need to provide the legal and technical information for the E&R Communications Team. The

Project Team and E&R Communications Team need to work closely to brief Project Spokespeople and

develop and review the content of the communications toolkit.

Project Spokespeople: Visible and active senior level leadership will be a critical success factor in the

communications strategy. With the support of the Project Team and E&R Communications Team, the

Project Spokespeople have responsibility for taking time out of the ‘day job’ to conduct media interviews,

attend high level stakeholder meetings, business networking events and conferences as well as having

ultimate responsibility for sign off of communications materials. Spokespeople for the NET Phase Two

Promoters are:

1 Portfolio Holder for Transport, Nottingham City Council

2 Director, NET

3 Director, NET Phase Two

4 Director, Transport, Nottinghamshire County Council

9 Measurement and Reporting

Formal and informal measurement techniques will be adopted to review the effectiveness of the

communications activity on an on-going basis. This will periodically feed back into the communications

strategy to drive continuous improvement and quality.

9.1 Fortnightly Reporting

At each fortnightly meeting the E&R Communications Team and Project Team will:

• Review the Communications Sub-Plan for progress against activities since the previous period


• Agree the key activities planned for the next period

• Explore blockages that are limiting communications effectiveness and corresponding

recommendations for solutions and/or requests for support

• Review progress against the communications risks as outlined in the risk register

• Report changes to the public and political ‘climate’ as understood through informal (e.g.,

conversations with stakeholders and/or Councillors) and formal (e.g., media coverage, hits on the

WPL website) measurement, since the previous period

• Review feedback on effectiveness of communications activities and stakeholder engagement activities

Where appropriate these activities will be included as part of the weekly Central Communications Team

Touchbase Meeting and activity planner.

9.2 Monthly Reporting

Each month the NET Phase Two Project will feature as part of 1) a one to one supervision between the

E&R Communications Officer and the E&R Communications Manager and 2) a one to one the Director of

Communications and Marketing.

9.3 Quarterly Reporting

Each quarter the E&R Communications Officer will provide a written 'round up' as part of the information

presented to the Steering Group and Project Board.

10 Resources & Budget Requirements

A full time PO2 Senior Communications Officer has been recruited who has responsibility for

communications and marketing of NET, The Hub and WPL. A full time SO1 Communications & Marketing

Officer is yet to be recruited.

APPENDIX 1: COMMUNICATIONS SUB-PLAN

Issue Date added G/S/B Completion target date

Resource level & source

Current status

Manage a reactive media handling service

Jan 09 Gold ongoing IR-A Reactive media handled and rebutted.

Support myth-busting communications activities with priority stakeholders

Jan 09 Gold ongoing IR-A

Develop specific M&C strategy and action plan for construction and operation phases from Jan 12

June 11 Gold Sept – Dec (once final contracts are signed with preferred bidder work can commence on detailed strategy)

IR-A

Promote NET via the communications workstreams of WPL, Hub, Public Transport and other teams within NCC

Jan 09 Silver ongoing IR-A All opportunities to promote NET maximized and continually explored.

To receive, review and manage representations from stakeholders

21 November 2008

Gold ongoing IR-A

To ensure the proactive engagement of stakeholders

21 November 2008

Gold ongoing IR-A

Redevelop the NET P2 website Feb 09 Gold Jan 08 IR-A Website developed in line with NCC content management system. Copy and imagery refreshed. Site managed internally.


Continue to identify timely methods of communicating with residents and stakeholders

June 11 Gold Ongoing IR-A Express Issue 10 June 11 produced and distributed.

Support preferred bidder with media call and launch event when final contracts are signed

June 11 Gold End of Sept (subject to contracts being signed)

IR-A Initial plans developed with PR lead from Tramlink Nottingham

PR event to mark the start of construction (spade in the ground media call)

June 11 Gold End of year IR-A Proposals being worked up with Tramlink.


APPENDIX 2: KEY MESSAGES – MARCH 11 ONWARDS Announcement of Preferred Bidder Following Government confirmation in March 11 that funding would be made available to extend Nottingham’s tram network, Nottingham City Council announces Tramlink Nottingham as its preferred bidder to build two new tram lines to Clifton and Chilwell (NET Phase Two) and operate the extended tram network. Despite Nottingham City Transport (NCT) being part of the Arrow Connect consortium that has been unsuccessful in bidding for NET Phase Two, Nottingham City Council remains committed to their future. Final contracts signed – mid September Although further negotiations are still required and final funding details need to be approved by both Nottingham City Council and the Government, it is expected that a contract to build lines two and three (NET Phase Two) will be signed with the preferred bidder (Tramlink Nottingham) in the autumn. There are no more hurdles for the project to go through. Construction work could therefore start on some parts of the new tram lines (to Clifton and Chilwell) by the end of the year. Cost benefit to region Messages have been prepared to outline the cost benefit of improving public transport links. Case studies The proposals alone for NET Phase Two have already encouraged investment to the city. Build a portfolio of case studies. Wider transport benefits It is important that all communications continue to reflect the link between the WPL, NET Phase Two and the redevelopment of the railway station and how all three contribute to the wider regeneration of Nottingham. Workplace Parking Levy The WPL is a key funding source for NET Phase Two. DfT approval was granted in July 2009 Key messages will look to communicate key dates for the scheme as well as educate employers on the process. Registration goes live from 1 July with all city employers being legally obliged to hold a license by 1 October. Charging will not commence until 1 April 2012. Key messages need to continue to be managed carefully.


APPENDIX 3: CONSTRUCTION PHASE COMMUNICATIONS

Introduction The role of communications during the construction phase will be to ensure that any disruption will be better tolerated by both those directly affected by the work and members of the public generally. Building on success.The communications for NET Line One are considered to have been an exemplar of best practice and there has been significant national interest in the Nottingham experience. The high standards set have been adopted for other major transport schemes in Nottingham, such as the Turning Point and Old Market Square projects. Communication activity in the build up to and during the construction process will build on the success of the work done for NET Line One. The communications team will work very closely with the concessionaire and the main contractor. Managing negative PR. The “toolkit” outlined below will help manage the almost certain negative PR a construction project of this scale will attract. Issues which are likely to be raised in the media include:

- demolishing properties, particularly residential and older people’s homes - the uprooting of trees along University Boulevard - habitat loss in Wilford and Compton Acres, Clifton Park & Ride and other landscape changes - residents complaining about disturbance from noise - traffic congestion from road works advance.

Communication tools needed for the construction phase (to be further developed with Concessionaire).

- Tram telephone Hotline, answered by the communications staff. Out of hours answerphone. Queries emailed to contractor’s Construction Information Officer who will liaise with the customer.

- Contractor involvement to gather information at an early stage through liaison with the local community, avoid any surprises and plan for any

problems, in close consultation with the Highway Authority.

- Public meetings – to explain broadly what the works would entail and seek people willing to take part in local liaison groups.

- Local liaison groups – meeting periodically and acting as a conduit for information transfer – one for each zone along the route, made up of representatives of local businesses Traders Associations, local community groups, residents associations, volunteers from the public meetings together with bus operators, police, the contractor and the promoters.

- Leaflets – periodic distribution covering general matters or specific areas of work and day-to-day flyers to individual streets about imminent works.

- Newsletters and brochures explaining the next stage of works (issued at approximately six month intervals)



- Other special publications for target audiences, e.g. aimed at university students for distribution at freshers’ fairs, or on themes, e.g. safety issues

- Website constantly updated with construction and traffic management news

- Advertising, sponsorship and press/media

- Direct consultation about very localised matters

- A full-size tram replica on display for a week in the city centre to promote the benefits of the scheme

- Weekly internal meetings with representatives from all parties to identify public relations issues and actions required, based on the works programme for the next three weeks and beyond

- Face of the tram. A representative to appear on local radio stations to answer phone-in queries, and to be a key spokesperson - Work with Highways Agency to prepare communications activity around road safety issues – how to negotiate tricky junctions etc.


APPENDIX 33 – BENEFITS REALISATION STRATEGY


Submitted July 2011

Nottingham Express Transit Phase Two Benefits Realisation Strategy and Plan

Report for Nottingham City Council

June 2011

Document Control

Project Title: Nottingham Express Transit

MVA Project Number: C0590300

Document Type: Benefits Realisation Strategy and Plan

Directory & File Name: NET_Benefits_Realisation_Strategy_v2_280611.doc

Document Approval

Primary Author: Nick Richardson

Other Author(s): David Carter, Katie Hall

Reviewer(s): Imogen Miller, David Carter, Katie Hall

Formatted by: Sally Watts

Distribution

Issue Date Distribution Comments

1.0 01/04/09 NET Project Team Full Draft – expanded earlier version

circulated as part of Gateway 2

documentation

1.1 01/05/09 NET Project Team Minor changes, principally associated with

relationship to PMP Sub-plans

1.2 08/02/10 NET Project Team Minor addition of Local Employment and

Training monitoring indicator

2.0 30/06/11 NET Project Team General and specific updating, including

reflecting project status and latest

LTP/performance indicators

Contents

1 Introduction 1.1 1.1 Purpose of the Strategy 1.1 1.2 Status of the Strategy 1.1 1.3 NET Project Aims 1.2 1.4 Relationship to Scheme Evaluation 1.3 1.5 Relationship with the Project Management Plan 1.3 1.6 Relationship with the Local Transport Plan 1.4

2 Monitoring of Success 2.1 2.1 Measuring the Impacts of NET Phase Two 2.1 2.2 Benefits During Development 2.2 2.3 Benefits During Construction 2.7 2.4 Aim NET 1: Providing a Sustainable Alternative to Car Use 2.13 2.5 Aim NET 2: Increasing Public Transport Capacity to Accommodate Growth 2.17 2.6 Aim NET 3: Improving Accessibility and Reducing Social Exclusion 2.19 2.7 Aim NET 4: Integrating Public Transport and Improving Interchange 2.21 2.8 Aim NET 5: Supporting Land Use Policy, Regeneration etc 2.24 2.9 Aim NET 6: Promoting Environmentally Friendly Transport 2.25

3 Benefits Realisation Programme 3.1 3.1 Introduction 3.1

Benefits Realisation Strategy and Plan i

Benefits Realisation Strategy and Plan 1.1

1 Introduction

1.1 Purpose of the Strategy

1.1.1 This Benefits Realisation Strategy and Plan has been developed for the Nottingham City

Council, the Promoter of Nottingham Express Transit (NET) Phase Two. It provides an

outline of the management of benefit delivery required to maximise the potential of the

system. The Strategy makes clear the relationships between the expected benefits of the

scheme, the organisations that will deliver those benefits, timescales and the review process

required throughout the design, construction and early operational phase of NET Phase Two.

1.1.2 The Strategy has been prepared broadly in accordance with guidance for the Office of

Government Commerce’s Gateway Review processes. OGC guidance states that:

a Benefits Management Strategy is used to establish the approach to managing

benefits; and

a Benefits Realisation Plan is used to track realisation of benefits across the

programme.

1.1.3 This Benefits Realisation Strategy and Plan combines both the approach to managing

benefits as well as setting out the method of tracking the realisation of benefits. It defines:

when benefits will be realised;

how benefits should be managed actively; and

who will be responsible for delivering those benefits.

1.1.4 The Strategy should help inform the on-going stakeholder engagement process and will be a

useful means of communicating the benefits of the Phase Two extensions for the Promoter,

other authorities, Department for Transport, local business interests, local people, interest

groups (such as Campaign for Better Transport) and developers.

1.2 Status of the Strategy

1.2.1 This document provides a Benefits Realisation Strategy and Plan that will continue to be

refined as the proposals move forward to delivery. Refinements to earlier drafts have been

made in response to the Secretary of State’s granting of the ‘planning’ approval through the

Transport and Works Act Order and through the tendering processes to allocation of a

Preferred Bidder.

1.2.2 The Benefits Realisation Strategy and Plan has been developed alongside an emerging

Evaluation Specification and is linked to the Project Management Plan, in particular the

Project Evaluation Management Sub-Plan. The evaluation of NET Phase Two is intended to

demonstrate, at discrete points in time, the performance of the scheme development and

implementation against its own objectives and in support of the wider objectives as set out in

the Local Transport Plan. The output from this will be an ‘evaluation’ or ‘post-

implementation review’.

1.2.3 At this stage in the project development, the Benefits Realisation and Evaluation elements

are being prepared as distinct, but related, elements of the management process supporting

and measuring benefits delivery. They are both essential in progressing with the schemes.

1 0BIntroduction


As the scheme advances, the Evaluation programme and Benefits Realisation Strategy and

Plan could ‘converge’ further. Gateway 5 considers ‘Operations Review and Benefits

Realisation’ and focuses on ensuring that the project delivers the benefits identified in the

business case and benefits plans.

1.2.4 A Gateway 5 review is expected to take place after the Promoter has carried out an

evaluation or post-implementation review, suggested by the Gateway guidance to be around

6-12 months after opening. Whilst this may be appropriate for some small transport

schemes, the full range of benefits of expanding the NET system will take longer to be

realised as travellers become accustomed to the availability of the system.

1.2.5 Full system ‘maturity’ could be expected around three to four years after opening, though

many benefits will be delivered in the early years of the scheme. Some benefits, for

example those associated with development and land-use changes will only become apparent

over an extended timescale. Therefore, a properly configured evaluation would consider

such impacts over a longer period than suggested by the Gateway guidance, pointing to the

need to maintain and actively consider the Benefit Realisation Strategy and Plan well beyond

the suggested first 6-12 months after opening.

1.3 NET Project Aims

1.3.1 NET Phase Two will play a major role in the development of the Nottingham conurbation and

will build on the success of NET Line One with two additional light rail lines into the south and

west of the Greater Nottingham conurbation. The scheme will contribute to achieving both

national transport and local objectives as highlighted in the Outline Business Case of 2009

and set out through the Local Transport Plan (LTP) process. A number of specific project

aims have been set for the expanded NET system. These aims were included in the

Transport and Works Act Order application documents and are set out below. The benefit

management arrangement for the operational elements of the scheme proposed in this

Benefits Realisation Strategy and Plan have been structured around these project aims.

Project Aim

NET1 To provide a sustainable alternative to the car for many journeys in order

to tackle congestion, particularly on the strategic road network including

the A453 and A52

NET2 To increase public transport capacity to accommodate growth in Greater

Nottingham

NET3 To improve accessibility and reduce social exclusion and realise further the

investment in NET Line One

NET4 To contribute to integrated public transport in Greater Nottingham and

improved interchange

NET5 To support land use policy, regeneration and neighbourhood

transformation strategies in the City Centre, the district centres of Beeston

and Clifton, and other important employment and residential Areas

NET6 To extend the use of an environmentally friendly mode of transport

1 0BIntroduction


1.4 Relationship to Scheme Evaluation

1.4.1 As noted above, the Evaluation Specification will be developed further, alongside further

development of this Benefits Realisation Strategy and Plan. The project evaluation will be

based on the Department for Transport’s Guidance on the Evaluation of Major Local Authority

Transport Projects. It will identify how the performance of NET Phase Two should be

considered, with an emphasis on measuring performance, understanding scheme impacts

and disseminating this to Government and wider stakeholders. In contrast, the Benefits

Realisation Strategy and Plan is targeted at a different audience and is intended to set out

the management of and responsibilities for benefit delivery.

1.4.2 The Evaluation Specification will include a review of the process and impact evaluation

components and set out the key technical evaluation issues, including data availability, the

need for on-going monitoring of NET Line One and the linkages to similar exercises being

undertaken for other transport investments in Nottingham. Key elements of the Evaluation

Specification include:

Evaluation Objectives;

Evaluation Reporting and Communications;

Key Performance Indicators;

Impact Evaluation;

Process Evaluation; and

Timing and Wider Linkages.

1.5 Relationship with the Project Management Plan

1.5.1 The NET Phase Two Project Management Plan sets out the management processes adopted

during project development. The Project Management Plan recognises the importance of

benefit delivery and that active management will be required throughout the various phases

of delivery of NET Phase Two. In addition, monitoring and subsequent evaluation will be

required to assess the outcomes and performance of the scheme.

1.5.2 The Project Management Plan (PMP) identifies 24 management strategies covering all

workstreams and phases of the project development and delivery, including, and of

particular relevance here, Benefits Management. The Benefits Management Strategy

(Appendix D.3 to the PMP) seeks to provide an on-going management process which sets out

the criteria for project success and provides a means of monitoring and evaluating

achievement against those criteria on a regular basis.

1.5.3 The Benefits Management Strategy provides a framework for managing the delivery of

benefits, identified in this Benefits Realisation Strategy and Plan. The technical requirements

for monitoring and evaluation the scheme performance are set out in the Evaluation

Specification considered above.

1.5.4 The PMP acknowledges some overlaps between a number of the 24 management strategies

and that in these cases a more detailed treatment is required. Accordingly, a number of

Management Sub-plans (MSP) have or will be developed to give an indication of the way

certain activities are approaches, how the relevant management strategies will be

1 0BIntroduction


implements, who is involved in each activity, and how the interfaces and constraints will be

managed.

1.5.5 Of importance here is the Project Evaluation Management Sub-plan. This sub-plan is

intended to pull together a number of benefit and evaluation strands with the principles

agreed between the Promoter and DfT prior to the concession award. Key issues to be

considered in the sub-plan include: the handling of interactions between the evaluation of

NET Phase Two and direct and indirect linkages to the evaluation of other transport and

wider investments elsewhere in Nottingham; budget issues to confirm the expected

availability of resources and how these overlap with the more extensive monitoring LTP

monitoring programme; and dissemination routes for the evaluation, covering both process

and impact issues.

1.5.6 Figure 1.1 sets out the linkages between the key three documents that provide the process,

management and performance monitoring arrangements for NET Phase Two.

Figure 1.1 Process, management and performance monitoring linkages

1.6 Relationship with the Local Transport Plan

1.6.1 The Nottingham City third LTP recognises the contribution that NET Line One has made to

the local transport network. The NET Phase Two scheme is a central feature of the LTP. The

plan identifies the prospect of long term growth in traffic and identifies that it is essential for

measures to be taken to address travel behaviour and to facilitate a cultural change towards

more sustainable alternatives.

1.6.2 The tram network is considered to be the most important measure because of the

considerable increase in public transport use it is expected to achieve, particularly in

corridors where traffic is particularly heavy and where significant lengths of segregated

running, avoiding traffic delay are possible. The three corridors served by NET Phase Two

(the A453, A52 and A6005) are three of the busiest traffic routes in Nottingham. NET Phase

Two is also recognised in terms of its importance in the wider context. This is in terms of

supporting policies for economic development, protection of the environment and promoting

urban renewal. NET is seen as ‘one of the key factors for creating a climate of investment

and the high quality tram service will maintain or enhance sustainable economic activity.’

Evaluation Specification

Benefits Realisation Strategy

Project Management Plan:

Project Evaluation Management Sub-plan

Full Business CaseDfT OGC

1 0BIntroduction


1.6.3 Figure 1.2 outlines the broad relationships between the NET Phase Two project aims and

those of the Local Transport Plan for the period to 2011/16. Although the LTP objectives

have been updated, they are still consistent with the aims of NET Phase Two.

Figure 1.2 Relationship between NET Phase Two project aims and LTP objectives

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Objective 4: To contribute to integrated public transport in Greater Nottingham and improved interchange.

Objective 5: To support land use policy, regeneration and neighbourhood transformation strategies in the City Centre, the district centres of Beeston and Clifton and other important employment and residental areas.

Objective 6: To extend the use of an environmentally friendly mode of transport.

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Nottingham Local Transport Plan 3 2011 - 2016

Objective 1: To provide a sustainable alternative to the car for many journeys, to tackle congestion on the strategic road network, including the A453 and A52

Objective 2: To increase public transport capacity to accommodate growth in Greater Nottingham

Objective 3: To improve accessibility and reduce social exclusion and realise further the investment in NET Line One.

1.6.4 A key linkage between the LTP3 and both the Benefits Realisation and Evaluation activities is

in relation to monitoring data availability. As part of the LTP3 process Nottingham City

Council has reviewed and rationalised its Performance Indicators (PI) against which the

progress of the Plan will be monitored. The City will also continue with ad-hoc data collection

on a number of other metrics, such as satisfaction with local bus services. Both of these

data sources will provide the bulk of monitoring data used to support NET Phase Two

Benefits Realisation, as highlighted in the following section of this document.

Promoter of NET Phase Two

1.6.5 NET Phase Two is being promoted by Nottingham City Council following withdrawal, as joint

promoter, of Nottinghamshire County Council. However, in the following Strategy and Plan,

both authorities appear as ‘Benefit Manager’ where appropriate, as the County Council

maintains responsibility for the performance of the transport network in its own area. There

has been a long history of the two councils closely working together, including the

development of the high performing joint Local Transport Plan submissions to 2011 covering

Greater Nottingham. Suitable arrangements will be put in place to ensure focused

management of benefit realisation across the two authorities.


2 Monitoring of Success

2.1 Measuring the Impacts of NET Phase Two

2.1.1 This section identifies the key components of the expected range of key benefits and impacts

of NET Phase Two and provides an outline of how these benefits can be monitored and

measured, and importantly here, who can manage benefit delivery.

2.1.2 This section is structured around the aims of the scheme which are expanded to cover the

construction phase. It also takes account of other wider monitoring requirements and

practical considerations.

2.1.3 A series of tables are presented in this section which:

link the benefits to measurable themes;

define how this will be realised and managed actively; and

who will be responsible for its delivery.

2.1.4 Each table sets out, for each of the currently configured delivery indicators:

key stakeholders;

suggested benefit delivery manager;

potential measures of success and an indication of linked performance indicators;

timescale for analysis and review; and

outline risks associated with benefits delivery.

2.1.5 It is intended that the tables will be refined in response to the emerging Evaluation

Specification and confirmation of the key performance indicators for NET Phase Two. The

performance indicators will address the aims of NET Phase Two, with the measures of

performance being wide ranging, but with an emphasis on:

the core deliverables of the expanded NET system;

transport network capacity, efficiency, accessibility and usage; and

key impacts arising from the delivery of NET including social and distributional impacts

and economic development issues.

2.1.6 A data scoping exercise will also be undertaken to confirm that the measures and monitoring

associated with the performance indicators are both practical and affordable. Indicators will

include both quantitative measures (such as system patronage, modal shift and congestion

estimates), together with qualitative indicators (including for example, individual attitudes to

service provision and corporate views on the influence of the NET system on business

location decisions). Consideration of the analyses underpinning the revised local monitoring

metrics will provide an understanding of the wider linkages between NET and LTP transport

strategy, of which NET itself is a primary component.

2 1BMonitoring of Success


2.2 Benefits During Development

2.2.1 A number of monitoring activities will be required during the on-going scheme development

phase which are not directly linked to the wider objectives but contribute by ensuring that

the scheme can be delivered on time and to the specification required. Design and safety

are major considerations to ensure expected benefits are not eroded before construction.

Similarly, programming issues and budget/resourcing considerations need to be tightly

controlled to ensure that mitigation in response to time or cost over-run does not

compromise benefit delivery.

Integrated design

2.2.2 It is important that the needs of all transport users (walkers, cyclists, public transport

passengers and operators, freight and services vehicles and private motorists) are taken into

account throughout the design process. Consideration of any changes to the design of the

scheme is required to identify the potential impacts against all scheme objectives. The

explicit or implicit refocusing of scheme priorities as a result of changes in design could

potentially lead to an erosion of the delivered benefits.

2.2.3 Following extensive design work supporting the Transport and Works Act Order submission, a

NET Phase Two Design Services Contract was been let to further refine and manage a

detailed (part-warranted) design process. The outputs from the Design Services Contract

were used in the tendering processes with scrutiny from the Candidates and their advisors.

The benefit delivery implications of the design elements of both Candidates bids were

assessed and reported through the tender evaluation.

2.2.4 The benefit manager should continue to be the Promoter, with support from the NET Phase

Two Design Services consultant.

Benefit(s): Integrated design

Stakeholders Nottingham City Council, Nottinghamshire County Council,

NET Phase Two Design Services consultant

Benefit Manager Promoter

Measure of Success ‘Sign-off’ of design by key approvals parties

Majority support from consulted groups

Supporting Measures Health and Safety Executive, CDM, Network Rail, highway

authority requirements to be met

Linked Performance

Indicators

CDM Regulations and other standards as appropriate

Timescale Ongoing throughout design and construction period

Review Process Throughout scheme design processes

Risks Delays to formal approvals

Funding availability



Designing for Personal Security

2.2.5 Whilst general design issues, considered in the previous table, cover a range of general

system-wide issues, personal safety and security issues have been identified separately.

These are linked to wider community issues and with specific local authority performance

targets that have been set through the Local Transport Plan process.

Benefit Designing for personal safety


NET Phase Two Design Services consultant


Measure of Success Attitude surveys indicating strong security of users.

Supporting Measures Design for personal security with advice from police crime

prevention and good infrastructure design e.g. lighting, help

points, good walking access to stops, CCTV, etc.

Linked Performance

Indicators

Satisfaction with local neighbourhood (LTP data collection)

Perception of safety on public transport (LTP data collection)

Timescale Throughout scheme design processes

Review Process Consider trends and comparison with other transport modes

Risks Obtaining robust and representative samples

Agreeing a meaningful definition of ‘feeling more secure’ to

enable comparative analysis and measurement



Outline Development and Approvals Programme

2.2.6 NET Phase Two has had an extended approvals timescale, with lengthy periods awaiting

Programme Entry approvals and the determination of the Transport and Work Act Order.

The Secretary of State approved the Transport and Work Act Order in March 2009. Progress

through Conditional Approval in late 2009 provided the basis for moving towards a tendering

exercise in 2010, concluding in early 2011 with the Tramlink Nottingham consortium being

nominated as Preferred Bidder.

2.2.7 Benefit delivery could be compromised by delays in the final approvals programmes

(especially where benefits are responding to transport network constraints), although risks to

benefit delivery through reduced scheme scope in response to costs increase or affordability

constraints that were identified in earlier versions of the Strategy have been reduced through

the tendering exercise.

Benefit Outline programme

Stakeholders Department for Transport, Nottingham City Council,

Nottinghamshire County Council, NET Phase Two Design

Services consultant, NET planning and delivery consultants


Measure of Success Progress against development and approvals programme

Supporting Measures Planning approvals (Transport and Works Act now approved)

Funding approvals (Full Approvals awaited)

Linked Performance

Indicators

Gateway review process

Timescale Conformity with development and approvals programme

Review Process Fortnightly progress meetings (Legal and Commercial Group,

subsuming the earlier Project Delivery Group)

Gateway review progress

Risks Technical development delays

Increased scheme development and delivery costs

Delays in final funding approvals



Development Budgets and Resources

2.2.8 Benefit delivery can be compromised by constraints on budgets and resources in two

principal areas:

budgets and resources to progress scheme development; and

budgets and resources available for delivery - to fund construction work itself.

2.2.9 The following table considers the budgets required to ensure that development progress in

advance of approvals can be maintained.

Benefit Development budgets and resources

Stakeholders Nottingham City Council, Nottinghamshire County Council


Measure of Success Sufficient budgets and resources available to ensure technical

progress to meet development/approvals programme

Supporting Measures Promoters budgeting processes

Linked Performance

Indicators

Budgets set for future financial periods. Monitoring of

resource spends

Timescale Conformity with development and approvals programme

Review Process Regular monitoring of available budgets and resources,

covering both in-house and external support

Risks Constraints on scheme development funding and resources



Delivery Budgets

2.2.10 The following table considers the delivery budgets that are required to ensure that benefits

delivery is not eroded through restrictions on available funding development progress in

advance of approvals can be maintained.

Benefit Delivery budgets

Stakeholders Department for Transport, Nottingham City Council,

Nottinghamshire County Council


Measure of Success Sufficient delivery budgets for tendering exercise to deliver

the full scheme specification

Supporting Measures Promoter’s Design Services Contract

Linked Performance

Indicators

Candidates tender costs (articulated in their financial models)

Timescale To Full Approval. Delivery by the Preferred Bidder is handled

in Section 2.3 - Benefits During Construction

Review Process Regular updates to financial modes to take into latest PFI

market conditions and inform on PFI credit requirements

Close dialogue with progress on workplace parking levy

issues, including technical and approvals issues

Risks Insufficient PFI credits available during concession tendering

Restrictions on PFI credit available from central government

Inability of Nottingham City Council to deliver workplace

parking levy funds or alternatives to fully support local

contributions



2.3 Benefits During Construction

2.3.1 A number of additional monitoring activities will be required during the construction phase

which, similar to the development phase, are not directly linked to the wider objectives but

contribute overall by ensuring that the build is to the necessary quality and can deliver the

expected scheme benefits. The primary issues here are related to construction progress and

safety for construction workers and people living close to the Phase Two alignment during

scheme construction and testing.

Construction Progress

2.3.2 All stakeholders will be committed to delivering a scheme that is both on time and within

budget. Regular monitoring against planned progress will ensure that any potential overrun,

in terms of both construction and financial programmes, can be dealt with at the earliest

opportunity.

Benefit Construction progress


Network Rail, District authorities, Contractors

Benefit Manager Contractor

Measure of Success Progress as planned against construction programme and

budget

Supporting Measures Traffic management with diversions as required

Temporary stopping up of footpaths and access as required

Timely use of Network Rail possessions

Linked Performance

Indicators

Programme and budgets

Timescale Conformity with construction programme

Review Process Daily check of activity, tasks signed-off and budgets

Risks Late materials or labour supply



Safe Construction

2.3.3 As noted earlier, safety is a major consideration for construction workers and people living

close to the road and other constructions. In addition to the design issues considered above,

there is a clear need to ensure actual construction practices minimise exposure to risk.

Benefit Safe construction


District authorities, Contractors


Measure of Success Site accident rates during construction are lower than

accepted thresholds

Supporting Measures Health and Safety Executive requirements to be met

Linked Performance

Indicators

Site accident log

Timescale Daily throughout construction period

Review Process Logging of all accidents against risk assessment

Risks Site risks



Complaints

2.3.4 Maintaining the goodwill of the community affected by the construction of NET Phase Two will

be essential both for the long-term relationship that the community will have through the

use of the system and from the Promoters perspective. Although the responsibility for

system construction will be passed to the private sector, the impacts of poor community

relationships will be felt by the Promoters both in the short-term through satisfaction ratings,

and in the longer-term if promoting further extensions to the system. There will be a need

to note and respond appropriately to complaints arising during the construction process.

Benefit Complaints


Contractors


Measure of Success Minimal complaints especially regarding restrictions to access,

changes to public transport services and routing and

environmental issues e.g. noise/vibration and air quality

Supporting Measures Regular dialogue with local residents and businesses

Linked Performance

Indicators

Complaints log

PI 5a (Northern) PI 5b (Dunkirk) Nitrogen Dioxide in Air

Quality Management Areas

Timescale Construction period

Review Process Regular review of progress and potential difficulties

Risks Unexpected problems



Testing the Scheme and Associated Infrastructure

2.3.5 Prior to opening, the infrastructure and vehicles will need to be tested. This will involve

investigating the integrity of the structures and operating features and ensuring that the

vehicles and wider system attributes perform as expected. A shadow service will be

operated to ensure that any snagging problems are dealt with before fare-paying passengers

use the system.

Benefit Testing of Phase Two infrastructure and vehicles


Contractors, NET operator, Health and Safety Executive

Benefit Manager Contractor, NET operator

Measure of Success Satisfactory completion to mandatory standards

Acceptable wider road network operation

Supporting Measures Pre-opening testing to ensure reliability and familiarity

Linked Performance

Indicators

Regulatory standards sign-off (Health and Safety Executive)

PI 11 and P 12 road maintenance

Day to day road network performance (monitoring

procedures to be defined)

Timescale On completion of sections of route

Review Process Programme of tests to be determined for concrete, surfacing,

stop infrastructure, compatibility with vehicles etc. Formal

operational testing routines. Day to day road network

performance reviews.

Risks Failure to meet concession specification

Vehicle availability

Highway network impacts



Long Term System Delivery

2.3.6 The long-term delivery of benefits arising from NET Phase Two is dependent on the financial

viability of the system during its operating concession. A successful and financially viable

operation will provide both business benefits to the concessionaire and wider social benefits

to the promoter and neighbouring authorities. The concession length is a finite period,

where there is potential for benefits to be realised over a much longer period of time. A

financially viable operation will also provide the basis for a successful re-tender and

reinvestment in the system to maintain benefits over the longer-term.

Benefit Long-term system delivery


NET concessionaire

Benefit Manager NET concessionaire

Measure of Success Financial sustainability to support business development

Supporting Measures Delivery of wider social benefits

Linked Performance

Indicators

Financial performance

Timescale On-going, highlighted during annual business reporting cycles

Review Process On-going financial performance monitoring

Risks Concessionaire unable to delivery financial sustainability

requiring contract termination



Local Employment and Training

2.3.7 It is the aim of the local authorities to improve employment, training and business

opportunities in the City of Nottingham and the wider region through the construction of NET

Phase Two and the operation and maintenance of the expanded network. The project can

provide maximum benefit to the local economy by supplying employment opportunities,

thereby reducing local unemployment, by raising skill levels for local people, and providing

openings to achieve qualifications.

Benefit Local employment and training


NET concessionaire, Nottinghamshire Employment and Skills

Board, Derbyshire and Nottinghamshire Chamber of

Commerce

Benefit Manager NET concessionaire

Measure of Success Significant proportion of new employment positions held by

local people

Supporting Measures Good links between contractor and local employment,

education and training groups and agencies

Linked Performance

Indicators

Concessionaire employment targets

PI 6 Access to services and facilities by public transport,

walking and cycling

Timescale Ongoing throughout construction period

Review Process Data provided by contractor on number of positions filled by

people from local employment agencies

Risks Suitable skills not available in the local employment market



2.4 Aim NET 1: Providing a Sustainable Alternative to Car Use

2.4.1 Once Phase Two is operational, new journey opportunities will be available in the form of an

attractive alternative to car use for many journeys e.g. journeys to work in the city centre

and other employment locations, to provide faster journeys than by existing bus services.

Increasing the share of public transport use should also contribute to reductions in road

traffic and the benefits associated with this including congestion, safety and air quality.

Reduced Traffic Congestion

2.4.2 Park and ride sites are in place at Hucknall, Phoenix Park, Moor Bridge, Wilkinson Street and

The Forest and Phase Two includes sites at Toton Lane (A52) and Clifton Lane (A453). The

contribution that Phase Two makes to the wider tram network will support a culture of strong

public transport throughout the city and suburbs.

Benefit Reduced traffic congestion


bus operators

Benefit Manager Nottingham City Council, Nottinghamshire County Council

Measure of Success Changes in the number of NET users compared with base

data from start of operation

Levels of NET park and ride site use compared with car parks

in the city centre and other major destinations

Observed changes in traffic levels NET corridors due to mode

shift from car to tram (LTP monitoring, cordon counts and

passenger surveys)

Customer satisfaction surveys

Supporting Measures More restrictive parking policies

Stronger publicity

Travel planning for businesses

Linked Performance

Indicators

PI 7 Congestion – average car journey time per mile during

the morning peak (was NI 167)

PI 13 Change in area-wide road traffic mileage

Changes in peak period traffic flows to urban centres (LTP

data collection - previously LTP6)

PI 1 Local bus and light rail passenger journeys originating in

the authority area (was NI 177)

Timescale Peak period, daily, weekly, monthly, quarterly, annually

Review Process Extracting ticket sales data for compilation

Risks Travel patterns hard to change



Changes in Peak Traffic Flow

2.4.3 Phase Two is intended to provide a service that is superior in many respects to conventional

bus services and provides an extended network that creates more journey opportunities.

This means that services need to be both reliable and punctual if they are to appeal to

current car users and reduce congestion.

Benefit Changes in peak period traffic flow to Nottingham city

centre


bus operators


Measure of Success Change in traffic flow between 0800 and 0900 and between

1700 and 1800 over a weekly period compared with base

data.

Congestion indicators in key corridors (LTP monitoring,

cordon counts and passenger surveys)

Supporting Measures More restrictive parking policies including Workplace Parking

Levy

Linked Performance

Indicators





Timescale Peak periods on a daily basis

Review Process Automatic traffic count data to be compiled for peak period,

daily, weekly, monthly, quarterly and annual basis

Risks Traffic growth

Wider network utilisation issues



Reduction in Journey Times

2.4.4 Journey times should improve for Phase Two users as long sections of route are segregated

and journeys will be unimpeded by other traffic flows and growth in traffic flows into future

years. The growth in road traffic congestion in the Beeston and Clifton corridors should be

reduced if people transfer to tram, either directly or via park and ride. This should benefit

both trams users and road users.

Benefit Reductions in peak and inter-peak journey times


bus operators


Measure of Success Reduced journey times

Supporting Measures Junction improvements e.g. traffic signal timings

Linked Performance

Indicators



PI 9 Bus services running on time (excess waiting time for

frequent services, % non-frequent services on time)

Timescale Sampled data over monthly and annual periods

Review Process Vehicle journey time data to be reviewed (data capture by

GPS and/or ANPR methods)


Wider network utilisation issues



Improve Road Safety

2.4.5 Improvements in road safety can arise through changes in the functionality of the network

(for example removing unsafe features or mitigating risk through better traffic management

arrangements and designs feature) but also through reduced accident exposure (for example

through reduced traffic flows). In addition to design features, NET Phase Two is expected to

reduce the growth in traffic flows and therefore marginally affect the long-term accident

exposure.

Benefit Improve Road Safety



Measure of Success Out-turn accident rates

Actual or perceived accident exposure

Supporting Measures Traffic management arrangements, including road users,

cyclists and pedestrians. Alternative route availability and

signage

Linked Performance

Indicators

PI 10a Accidents – people killed or seriously injured in road

traffic accidents (was NI 47)

PI 10b Accidents – children killed or seriously injured in road

traffic accidents (was NI 48)



Timescale Annual basis

Review Process Consider trends and comparison with other transport modes


On-off accident ‘events’

Difficulties in obtaining actual or perceived accident exposure

assessments



2.5 Aim NET 2: Increasing Public Transport Capacity to Accommodate Growth

2.5.1 Increasing public transport network capacity is one of the key objectives of NET Phase Two

providing the opportunity to support the maintenance and expansion of economic growth

using sustainable transport modes.

Increased Capacity

Benefit Increased public transport capacity


NET operator, bus operators


Measure of Success Capacity available on NET (seating and standing)

Passenger capacity on tram and bus networks on radial

routes

Sampled NET demand and crowding levels for different times

of day and days of week

Supporting Measures Improved stops to provide additional space and facilities for

users

Changes to the structure of the bus network

Linked Performance

Indicators

PI 1 - Local bus and light rail passenger journeys originating

in the authority area (was NI 177)

Operator performance monitoring system (PMS)

Timescale Monthly

Review Process Sample monitoring of peak period loadings

Risks Limited scope to extend vehicles or introduce larger vehicles



Increased Mode Share for Tram

2.5.2 Linked with public transport network capacity issues is the mode share of tram as an

important part of the public transport and transport network offer. Evidence from NET Line

One suggests that overall public transport mode shares in the Line One corridors have

increased over time. Based on this experience, it is expected that a similar pattern will occur

for NET Phase Two.

Benefit Increased mode share for tram

Stakeholders NET Operator, Nottingham City Council, Nottinghamshire

County Council, NET operator, bus operators


Measure of Success Observed modal count data, particularly using Inner Traffic

Area cordon counts and passenger surveys

Higher proportion of tram use and reduced proportion of car

use for redevelopment sites, particularly journeys to work


Stronger publicity


Linked Performance

Indicators



PI 8 - Mode of journeys to school (was NI 198)

PI 13 – Change in area-wide road traffic mileage

Mode share of public transport at Inner Traffic Area Cordon

(LTP data collection)

Timescale Annually

Review Process Sample monitoring of peak period mode share

Risks Travel patterns hard to change



2.6 Aim NET 3: Improving Accessibility and Reducing Social Exclusion

2.6.1 Accessibility to essential services is at the core of the Local Transport Plan and enables

people to access new opportunities. NET Phase Two has been designed to be a fully

accessible system for all users, including people with mobility impairments. On NET Line

One mobility impaired users represent a significant proportion of overall patronage and it is

apparent that these users have experienced a higher quality of service than was available

before the system opened and is available in corridors not served by NET. Satisfaction with

the service will need to be measured alongside physical attributes of the scheme.

Improved Accessibility

2.6.2 Accessibility forms a major strand of Phase Two. Allowing people to access key facilities by

public transport is essential to promote social inclusion, especially for people who do not

have access to private transport. Phase Two serves Queen’s Medical Centre, the University

of Nottingham and is close to Nottingham Trent University Clifton Campus, connecting to the

city centre campus on Line One.

Benefit Improved accessibility to key facilities


NET operator


Measure of Success Improved accessibility to facilities including employment,

healthcare, education, leisure, etc indicated by accessibility

planning

Distributional analysis of system use by equalities impact

groups (social groups, mobility impaired users, etc)

Attitude surveys of equality impact groups

Extent of ‘cross-city’ NET use

Supporting Measures Travel plans for key facilities

Linked Performance

Indicators



PI 6 - Access to services and facilities by public transport,

walking and cycling (was NI 175)

PI 8- Mode of journeys to school (was NI 198)

Timescale Annually

Review Process Mapping of public transport accessibility in relation to location

of key facilities

Risks Travel patterns take time to adjust to land use changes



Reduced Deprivation

2.6.3 The conurbation has areas of deprivation which can in part be addressed with the provision

of better public transport services. In particular, better accessibility to employment

opportunities is vital to the encouragement of economic growth and prosperity.

Benefit Reduced deprivation due to improved accessibility



Measure of Success Improved deprivation and income indices attributable to

better transport links

Distributional analysis of system use by equalities impact

groups (social groups, mobility impaired users, etc)

Attitude surveys of equality impact groups

Supporting Measures Development of employment opportunities

Linked Performance

Indicators

Economic development metrics developed by City/County

Development departments to be confirmed

PI 6 - Access to services and facilities by public transport,

walking and cycling (was NI 175 / NI 176)



Timescale Annually

Review Process Compare indices with current figures

Risks Wider economic circumstances affect delivery of employment



2.7 Aim NET 4: Integrating Public Transport and Improving Interchange

2.7.1 By ensuring public transport services are well connected and integrated a broader range of

travel options become available for travellers and this affr5ods people greater flexibility when

choosing travel mode. The suitability of public transport to meet these needs can be greatly

enhanced through good interchange and integrated system, such as ticketing and

timetabling, and in the longer term, by integration of transport and land use planning.

Promoting Park and Ride

2.7.2 Park and ride has had a long and successful in Nottingham, boosted by the additional

provision of high quality facilities and access facilitated by NET Line One. Phase Two

expands the network coverage to provide major sites at both the Clifton and Toton Lane

termini.

Benefit Promoting park and ride


NET operator, bus operators


Measure of Success Increase provision and usage of park and ride facilities


Supporting Measures Good park and ride site design

Active and passive park and ride site security measures

Linked Performance

Indicators



Automatic monitoring and bespoke park and ride surveys


Timescale Regular monitoring of site security. Annual monitoring of site

quality and usage

Review Process Survey travellers to understand travel patterns involving

interchange and compare with current journeys

Risks Lack of timetable convergence



Increased Mode Share for Rail

2.7.3 NET Line One provides one element of the public transport offer in and around Nottingham.

Line One terminates adjacent to Nottingham station where a range of main line and local rail

services is available. This arrangement will be improved with Phase Two and better

interchange as part of the Nottingham Hub (or Station Masterplan) proposals. The concept

of the seamless journey - in which users experience easy interchange - can be built around

NET.

Benefit Increased mode share for rail passengers


rail operators, NET operator, bus operators


Measure of Success More use of NET to access rail services



Stronger publicity


Linked Performance

Indicators



Mode share of public transport at Inner Traffic Area Cordon


Timescale Monthly and annual

Review Process Survey station users by count of station car park use

supplemented by interview surveys compared with base data

Risks Lack of attractive interchange at stations



Promoting Interchange

2.7.4 Integration covers the physical interchange arrangements associated with the scheme e.g.

walking to stops, the interface with bus services and access to rail services. It also includes

structural integration between transport and land use planning, ensuring that development

sites take advantage of the new accessibility provided by Phase Two.

Benefit Promoting interchange


NET operator, bus operators, rail operators


Measure of Success More interchange journeys bus/rail and bus/bus with mode

shift from car especially in Beeston, Clifton and other

interchange locations

Delivery of part/fully dedicated connecting bus services (if

committed by concessionaire or promoter)

Use of integrated ticketing on NET system


Supporting Measures Good interchange design, particularly at Nottingham Station

Linked Performance

Indicators



Satisfaction with local transport provision (LTP data

collection)

Real-time information provision (LTP data collection)

Proportion of travel made using smartcards (LTP data

collection)

Timescale Annually

Review Process Survey travellers to understand travel patterns involving

interchange and compare with current journeys

Risks Lack of timetable convergence



2.8 Aim NET 5: Supporting Land Use Policy, Regeneration etc

2.8.1 Transport links are a major feature of planned land use changes and NET Phase Two will

enhance accessibility to regeneration areas and provide a strong positive image of modern

transport for potential developers. NET Phase Two will be an important element of

neighbourhood transformation. It will provide a core route around which other design

elements can be based and will also promote sustainable travel and reduce the impact of

cars.

Benefit Support for increased economic activity, land values

and employment


East Midlands Development Agency, local businesses,

developers


Measure of Success Extent of employment and investment in scheme corridors

Attitude surveys of business and residents regarding their

views of the scheme

Perception of support offered by NET in locational decision-

making by developers

Residential property prices in Line One and Phase Two

corridors

Perception of quality of urban realm in Strategic Regeneration

Frameworks and Neighbourhood Plan areas

Supporting Measures Parking policies including Workplace Parking Levy

Linked Performance

Indicators

Economic development metrics developed by City/County

Development departments to be confirmed

PI 6 Access to services and facilities by public transport,

walking and cycling

Timescale Annually

Review Process Compare indices with current figures

Risks Wider economic circumstances affect delivery of employment



2.9 Aim NET 6: Promoting Environmentally Friendly Transport

2.9.1 The need for environmentally acceptable transport has never been greater. Apart from

creating a system that has relatively low emissions (especially at the point of use) and low

levels of noise (per passenger journey), NET Phase Two can contribute to wider

environmental aims by supporting a mode shift away from car use.

Minimising Noise Impacts

Benefit Minimising noise impacts


NET operator

Benefit Manager Nottingham City Council, Nottinghamshire County Council,

district councils (Environmental Health)

Measure of Success No adverse noise impacts of scheme

Supporting Measures Dialogue with residents and businesses

Linked Performance

Indicators

Satisfaction with local neighbourhood (LTP data collection –

from citizens survey and linked to Sustainable Communities

Strategy)

Timescale Regularly through construction phase, especially in sensitive

locations

Less frequently after completion and during operations

Review Process Noise surveys from designated properties compared with pre-

construction levels

Risks Localised noise levels increase due to inappropriate mitigation

measures



Improved Local Air Quality

2.9.2 Local air quality will be improved as a result of a reduction in car use in favour of NET Phase

Two which has no emissions along the alignment as vehicles are electrically powered.

Benefit Improved air quality



district councils (Environment)

Measure of Success Improved air quality due to reduction in traffic arising from

mode shift to NET

Supporting Measures Reduced congestion

Linked Performance

Indicators

PI 5a (Northern) PI 5b (Dunkirk) Nitrogen Dioxide in Air

Quality Management Areas

Timescale Annually

Review Process Data extracts from roadside monitoring stations

Traffic flow monitoring and modal share indicators

Risks Wider effects of atmospheric change



Reduced Carbon Emissions

2.9.3 NET Phase Two is expected to have a small, but positive impact on carbon emissions,

allowing for the power requirements of the system and impact on modal shift encouraging

people to transfers from car direct to NET or via park and ride.

Benefit Reduced Carbon Impacts



district councils (Environment)

Measure of Success Changes in carbon emissions arising from reductions in traffic

flows due mode shift to NET. Carbon emissions associated

electricity generation used in NET operations

Supporting Measures Reduced congestion

Linked Performance

Indicators

PI 2 Volume of carbon dioxide emitted by road transport in

the City

Timescale Annually

Review Process Traffic flow monitoring and modal share indicators.

NET system power consumption and electricity sources

Risks Market conditions result in significant differences in carbon

emissions from both vehicles and associated Wider effects of

atmospheric change



Promoting Sustainable Travel

2.9.4 The provision and use of new infrastructure needs to be supported by other elements of the

smarter choices agenda to maximise synergies and develop a truly integrated network that

provides for sustainable travel.

Benefit Promoting sustainable travel



Measure of Success Higher proportion of non-car modes

Supporting Measures Travel plans for development sites

Linked Performance

Indicators

PI 1 Local bus and light rail passenger journeys originating in

the authority area (was NI 177)

PI 13 Change in area-wide road traffic mileage



Timescale One year and five years after site completions

Review Process Mode share compared with area-wide current share

Risks Regeneration programme influenced by wider influences



Travel Planning Initiatives

2.9.5 It is likely that some people within the local community will need to be made aware of travel

choices and be encouraged to use sustainable transport modes. The enlarged NET system

provides opportunities to reinforce travel planning initiatives though providing new and

expanded services.

Benefit Travel planning initiatives


local businesses, developers, schools,


Measure of Success Mode shift from car to tram from survey data

Assessment of saved emissions due to mode shift from car

Assessment of emissions from NET operations

Supporting Measures Travel information initiatives e.g. workplace and school travel

plans and links to planned development sites

Linked Performance

Indicators

PI 3 - Percentage of employees covered by a travel plan



PI 4 - Cycling trips

PI 13 - Change in area-wide road traffic mileage

Satisfaction with local transport provision (LTP data

collection)



Timescale Through construction phase and operation phase

Review Process Annually

Risks Funding levels to maintain an effective programme of

initiatives

3 Benefits Realisation Programme

3.1 Introduction

3.1.1 This section presents an indicative timetable for the tracking, monitoring and reporting of the

key benefits and impacts of NET Phase Two. The outline timetable is presented as a benefits

realisation programme running across the design, construction and operating phases of NET

Phase Two. The following figure provides an indication of early or advanced data collection

requirements and where continuous monitoring is likely to be available, primarily in support

of local transport plan monitoring activities.

3.1.2 At present (June 2011), the design phase has progressed through an extensive Promoter led

Design Services Contract, but with scrutiny from the Candidates for NET Phase Two through

the tendering processes. Progress with programming and budgeting has been made, with

contract closure expected in early Autumn 2011. A short design development phase report

is expected to be drafted following contract closure to identify progress with benefits

realisation and report on elements of the process evaluation (lessons learnt etc) as set out in

the NET Phase Two Evaluation Specification.

3.1.3 It is expected that this programme will be enhanced as the scheme progresses through

construction towards delivery. As noted above, many of the performance monitoring data

requirements are handled through existing LTP and other programmes, suggesting limited

need for advance data collection. Any outstanding technical issues of data collection, and

the need for a data scoping exercise, are considered further in the Evaluation Requirements

Report, including consideration of the recent changes and evolution of the Local Transport

Plan monitoring requirements.

BENEFIT Design Phase

Construction Phase

year 1 2 1 2 3 1 2 3 4 5

Development

Integrated design advance data collection

Designing for personal safety duration

Outline development and approvals programme continuous monitoring

Development budgets and resources ♦ formal reporting

Delivery budgets

Reporting ♦

Construction

Construction progress

Safe construction

Complaints

Testing of Phase Two infrastructure and vehicles

Long-term system delivery

Reporting ♦

Operating Phase


3 2BBenefits Realisation Programme


BENEFIT Design Construction Operating Phasecontinued

NET1Sustainable Alternative to Car Use

Reduced traffic congestion advance data collection

Changes in peak period traffic flow to city centre duration

Reductions in peak and inter-peak journey times continuous monitoring

Improve road safety ♦ formal reporting

Reporting ♦ ♦ ♦ ♦ ♦

NET2Increasing Public Transport Capacity

Improved public transport capacity

Increased mode share for tram

Reporting ♦ ♦ ♦ ♦ ♦

NET3Improving Accessibility and Reducing Social Exclusion

Improved accessibility to key facilities

Reduced deprivation due to improved accessibility

Reporting ♦ ♦ ♦

NET4Integrating Public Transport and Improving Interchange

Promoting park and ride

Increased mode share for rail passengers

Promoting interchange

Reporting ♦ ♦ ♦

NET5Supporting Land Use Policy, Regeneration, etc

Support for increased economic activity, land

Reporting ♦ ♦

NET6Promoting Environmentally Friendly Transport

Minimising noise impacts

Improved air quality

Reduced carbon impacts

Promoting sustainable travel

Travel planning initiatives

Reporting ♦ ♦ ♦ ♦ ♦ ♦

values and employment