RTMC Model Conditions of Contract - Highways Agency

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Regional Technology Maintenance ContractConditions of ContractAuditor General or any other auditor appointed by the Employer mayexamine documents held or controlled by the Contractor or anySubcontractor and may require the Contractor to provide such oral orwritten explanations as he considers necessary. The Contractorpromptly complies with any such requirements at his own cost. For theavoidance of doubt, the carrying out of an examination under Section6(3)(d) of the National Audit Act 1983 in relation to the Contractor is nota function exercisable under this contractClause Z35 InnovationsInnovationsZ35.1 The Contractor may at any time after the starting date submit to theService Manager a proposal for an Innovation.Z35.2 The Contractor continually monitors the development of a proposedInnovation and assesses the likelihood of its successful developmentand ensures that any abortive cost to both itself and the Employerare mitigated.Z35.3 A proposed Innovation must identify a resultant defined andcalculated saving in cost to the Employer which will arise from eitheror both of:• A reduction in the Prices or• A reduction in other costs to the Employer.Z35.4 Prior to preparing a detailed business case for an Innovation theContractor submits to the Service Manager an outline business casesetting out brief details of:• The proposed change to the Performance Requirements• Any significant risks that would impact on the successfuldevelopment and implementation of the proposed Innovation• The approximate cost saving to the Employer• The envisaged mechanisms to generate the proposed financialbenefits for the Employer i.e. the extent to which the benefits willbe realised by a reduction in the Prices and/or by a reduction inother costs to the Employer.Z35.5 The primary purpose of the outline business case is to provide anopportunity for the Contractor to assess the likelihood of the proposedInnovation being accepted and for the Service Manager to assess thecomplexity of the envisaged mechanisms to generate the proposedfinancial benefits.Z35.6 Following a joint review of the outline business case between theContractor, Employer and the Service Manager the Contractor maycontinue to develop the proposal by preparing a detailed businesscase at his discretion and at his own risk. The Contractor is notentitled to payment for the design or development of an Innovation(including the development of business cases).RTMC CoC, Issue 1, Rev 0 July 2011
Regional Technology Maintenance ContractConditions of ContractZ35.7 If the Contractor prepares a detailed business case for a proposedInnovation he submits it to the Service Manager. A detailedbusiness case includes full details of:• Full details of the revised Performance Requirements,• how any risks associated with the implementation of theInnovation are to be allocated,• a cost benefit analysis,• the financial benefit and the timeline over which the benefit will berealised including details of how the benefit will be realised by wayof a reduction in the Prices and/or a reduction in other costs to theEmployer, and• A proposal as to how the Contractor’s share of saving is to be paidwhich takes account of the conditions in clause Z34.11.Z35.8 The Employer, Contractor and Service Manager discusses theContractor’s proposal and recommends whether (and if so on whatterms) the Innovation is implemented.Z35.9 The Employer may at any time reject a proposed Innovation in hisabsolute discretion. The Contractor will not be reimbursed fordeveloping the business case(s) whether or not it is rejected.Z35.10 If the Employer agrees to implement an Innovation the ServiceManager instructs the implementation of the Innovation as a changeto the Service Information.Z35.11 A change to the Service Information instructed by the ServiceManager under this clause Z35 is not a compensation event.Z35.12 The saving in cost to the Employer is shared on an equal 50% splitbetween the Contractor and the Employer subject to the following:• The savings only relate to the Regional technology network,• The cash benefit of the savings to the Employer must be capableof being realised within the service period,• The Contractor’s share of the saving from any one Innovation shallnot exceed one million pounds (£1,000,000),• No payment is made to the Contractor in respect of savings in theEmployer’s costs outside the service until such time as thesavings are realised, and• Payment is made in accordance with the proposal in the detailedbusiness case or as the same is amended by agreement.The Contractor’s share of the saving is deemed to include paymentfor release of the Intellectual Property Rights in the InnovationRTMC CoC, Issue 1, Rev 0 July 2011
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RTMC Model Conditions of Contract - Highways Agency

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