iwc outline business case pfi - pfiobc

23
 PAPER B Purpose: For Decision B - 1 Committee CABINET Date TUESDAY, 11 AUGUST 2009 Title HIGHWAYS PFI OUTLINE BUSINESS CASE AND SCOPE APPROVAL Report of CABINET MEMBER FOR ENVIRONMENT AND TRANSPORT PURPOSE 1. This Report seeks Members’ approval for: the scope of services and functions to be included in the Highway PFI Project , hereafter known as the “Project”; the scope of services and functions to be retained by the council; the procurement strategy for the Project; the delegation of the final approval of the Outline Business Case to the PFI Programme Director in consultation with the Cabinet Member for Environment and Tran sport and the Director of Environment and Neighbourhoods;  the delegations required to take the Project through to contract award; and financial commitment required to deliver the Project. 2. The Report also updates Members on the development of: the proposed PFI Team structure and resources for the procurement stage of the Project; and the proposed Contract Management structure for the client side management of the PFI Contract. 3. The Report also provides an update on the progress of the Highways PFI Project so far. CONFIDENTIAL / EXEMPT ITEMS 4. Certain aspects of the Outline Business Case and its associated appendices are commercially confidential and these items have been excluded from published documentation.

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Page 1: IWC Outline Business Case PFI - PFIOBC

872019 IWC Outline Business Case PFI - PFIOBC

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PAPER B

Purpose For Decision

B - 1

Committee CABINET

Date TUESDAY 11 AUGUST 2009

Title HIGHWAYS PFI ndash OUTLINE BUSINESS CASE AND SCOPEAPPROVAL

Report of CABINET MEMBER FOR ENVIRONMENT AND TRANSPORT

PURPOSE

1 This Report seeks Membersrsquo approval for

bull the scope of services and functions to be included in the Highway PFIProject hereafter known as the ldquoProjectrdquo

bull the scope of services and functions to be retained by the council

bull the procurement strategy for the Project

bull the delegation of the final approval of the Outline Business Case to the PFIProgramme Director in consultation with the Cabinet Member forEnvironment and Transport and the Director of Environment andNeighbourhoods

bull the delegations required to take the Project through to contract award and

bull financial commitment required to deliver the Project

2 The Report also updates Members on the development of

bull the proposed PFI Team structure and resources for the procurement stage

of the Project andbull the proposed Contract Management structure for the client side

management of the PFI Contract

3 The Report also provides an update on the progress of the Highways PFIProject so far

CONFIDENTIAL EXEMPT ITEMS

4 Certain aspects of the Outline Business Case and its associated appendices arecommercially confidential and these items have been excluded from published

documentation

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BACKGROUND

5 The council has developed a Highways PFI Project which will

bull provide a step-change in the condition of the Islandrsquos roads within sevenyears from the start of the contract and sustain that improvement over theremainder of the contract

bull enhance the Islandrsquos streetscene to deliver a more pleasing public realm

bull improve the lighting on the Islandrsquos streets

bull reduce crime and the fear of crime

bull improve safety on the highways

bull reduce vehicle maintenance and fuel costs

bull contribute to enhancing and protecting the environment and

bull improve highway services to customers

6 The council approved the development of the Project in May 2005 and an Expression ofInterest (EoI) bid for Private Finance Initiative (PFI) funding was submitted to theDepartment for Transport (DfT) in September 2006 The EoI was refreshed in February2008 at the DfTrsquos request The DfT announced the approval of the councilrsquos PFI bid on25 March 2008 The DfT Grant which comes in the form of PFI Credits is pound325m andequates to pound630m over the 25 year period The total investment on the Islandrsquos roadsincluding the councilrsquos contributions over the same period is equivalent to pound853m Thegrant is payable over the life of the PFI contract as an addition to the councilrsquos revenueincome and with interest will amount to around pound25m per annum

7 The council received a Delegated Decision Report that informed Members of thecouncilrsquos successful PFI bid and proposed a staffing structure for the PFI Project Team

8 PFI Grant for the Highways Project is a free grant which does not have to berepaid Therefore it is not a loan and represents new money to the council Theamount of PFI Grant will be revisited at the Outline Business Case (OBC) followingdetailed analysis of assets condition scope and contractual boundaries

9 The PFI Grant approved at the EoI stage required the council to produce a much fullerOutline Business Case before the procurement process could commence The OBC willevaluate the Project requirement in much greater depth it will therefore be the last

opportunity to produce a comprehensive assessment of the financing requirementincluding the councilrsquos own contribution towards the PFI The PFI Grant requirement atthe OBC stage will therefore represent the maximum financial requirement for thisProject The OBC will anticipate the worst and most likely financial market conditionsThis figure will remain as the upper level financial requirement to be managed throughthe procurement process which will lead to identifying the final funding requirement toenter into the PFI contract At this stage the council will draw up a Final Business Case(FBC) for approval by DfT and HM Treasury The approval of the FBC allows the councilto enter into a contract with the PFI Provider

STRATEGIC CONTEXT

10 The vision of the council and its partners is to make the Island a world renowned EcoIsland with a thriving economy and a real sense of pride where residents and visitors

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B - 3

enjoy healthy lives feel safe and are treated with respect The Island despite being partof the more prosperous South East region suffers from low productivity low wages andlow skill levels We are determined to improve the job opportunities and create asustainable economy and it is imperative that we address our failing transportinfrastructure The Highways PFI has been developed to align itself with the national

regional and local strategic objectives by placing sustainable development at the heartof Islandrsquos regeneration plans The project in addition to offering a higher standard ofhighway services will help to create a significant stimulus to the local economy offeringan opportunity to regenerate parts of the Island and create a highway maintenancerelated industry on the Island With an improved transport network and a lower wagebased economy the Island will also be better placed to attract inward investment

11 The Eco Island theme is therefore at the heart of the Project objectives and the currentdelivery plans go a long way towards meeting the Thriving Healthy and SupportiveSafe and Well-kept and Inspiring Island objectives

12 The council will pay particular attention to bidder proposals for supporting the EcoIsland strategy during the procurement process Bidders for the Project will be madeaware of the councilrsquos commitment to environmental improvement and sustainability andwill be evaluated on the environmental impact and the sustainability of their proposalsBidders will be expected to identify how improved maintenance of the highway networkwill contribute to the Islandrsquos ambition to be an attractive sustainable low-carbon IslandIn particular Bidders will be expected to

bull use sustainable materials

bull minimise waste

bull re-use materialsbull minimise energy consumption and improve energy efficiency and

bull minimise the environmental impact of construction and maintenancevehicle movements

13 Bidders will also be expected to come forward with proposals to reduce the length oftime road works are in place which will in turn help to reduce vehicle emissions Ingeneral the council will be looking for and assessing how far Bidders can offerinnovative solutions which could minimise levels of CO2 and other greenhouse gasemissions whilst demonstrating value for money

SCOPE OF THE PROJECT

14 The vision for the Project is of a holistic and co-ordinated approach to highwaymaintenance throughout the Island aiming to create user perceptions of a seamlessservice and to restore the street scene to a quality which meets the councilrsquosaspirations

15 To achieve this it is proposed that the Project should be Island wide and shouldinclude all adopted roads encompass all forms of highway maintenance and relevantenforcement and described as ldquofence-to-fencerdquo scope Fence to fence in this context

means that every asset that is between the fences on either side of the road is includedin the scope

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16 The services which it is recommended should be included in the contract compriseCore Services which would be paid for through a Unitary Charge Non-Core Serviceswhich would be available from the Service Provider as and when requested wouldattract a separate and additional payment

17 The Unitary Charge will be a regular monthly payment to the Service Provider to coverall Core Services A separate charge will be incurred by the council based on theamount of electricity used for the streetlights etc Non-Core Services will be paid for atpre-agreed prices negotiated with the Service Provider during the procurement process

18 The councils key requirements for the delivery of both Core and Non-Core Services willbe set out clearly in a specification detailing in output terms what the Service Providerwill be required to provide and achieve including where appropriate reference torelevant codes of practice However the council will not be prescribing what workshould be done or when or how it should be done in order to meet the outputsPayment will be closely related to outputs and the Output Specification will be backed by

a Payment Mechanism which will specify the response and rectification times allowed tothe Service Provider for the correction of failures and permit the council to applyfinancial deductions if those time periods are not met The Payment Mechanism will inthis way incentivise the Service Provider to meet performance standards and to correctany failures as quickly as possible The council will build in handback conditions that theService Provider will be required to meet at the end of the contract The handbackconditions are likely to be in the form of ldquoresidual liferdquo and expected residual life and willrange between 8 and 10 years depending on the asset type

CORE SERVICES

19 The services that are recommended to be included within the scope of the PFI contractas Core Services is detailed in section 2 of the draft OBC at Appendix 1 Summary ofCore Services is attached at Appendix 2 Some of the principal elements of the CoreServices and their key service standards that form the basis of the Output Specificationare described below

Carriageway rehabilitation and maintenance

20 The Output Specification for the rehabilitation and maintenance of carriageways will bebased on a Network Condition Index (NCI) combining various attributes of the

carriageway such as skid resistance rutting levels surface deterioration and ridequality The Service Provider will be required to raise the average value of the NCIacross the Island Roads on the Island will be categorised as Hierarchy 1 to 4depending on the traffic flow ndash Hierarchy 1 being the highest and 4 being the lowestusage Each road category will be required to be raised to an appropriate road conditionindex specified in the Output Specification

21 The Service Provider will be required to rehabilitate the entire highway network to therequired condition within a 7- year Core Investment Period (CIP)

22 The Service Provider will also be required to achieve the required average NCI value in

each of the wards As a result work will be carried out in all areas of the Island in eachyear of the contract Threshold levels for each attribute of the NCI will also be specifiedby the council to ensure that the condition of each individual section of road does not fallbelow a minimum value

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23 Within this overall framework the Service Provider will be responsible for determiningwhich roads are to be treated and what treatments are to be used Treatments couldvary from replacement of the bituminous upper layers to full depth reconstructiondepending upon the carriageway conditions Disruption will be minimised by agreeing

with the Service Provider the maximum lengths of the Hierarchy 1 and 2 roads that canbe made unavailable for road-users at any time due and any associated time orseasonal restrictions

24 The Service Provider will also be required to sustain the structural condition of theHierarchy 1 and 2 roads over the life of the contract The Service Provider will beresponsible for reactive maintenance throughout the contract although the requirementfor this is likely to be reduced considerably after the CIP

Footway Cycleway and Urban amp Rural Rights of Way rehabilitation and maintenance

25 Condition indices similar to the NCI for carriageways will be developed for thefootways cycleways and urban rights of ways that are already surfaced The primarytreatment is likely to be microasphalt (a very thin surfacing) and in some urban areareconstruction In general where footways are at present slabbed or block paved thenthey will be refurbished in similar materials For Rural Rights of Way that are notsurfaced (ie without black top) there will be visual survey based condition to deliver safeconditions for the users

Bridges Retaining Walls and other Structures

26 The Output Specification for the maintenance of structures will primarily be based onachieving targets set out in a Bridge Condition Index and covering bridges retainingwalls and other structures There will also be a separate and overriding requirement tomeet load carrying capacity and parapet strength requirements The Project willsignificantly improve the condition of the bridges clear the bridge refurbishment backlogand provide general improvement to the on-going routine maintenance

Street lighting rehabilitation and maintenance

27 The standards of lighting will be improved to meet relevant British and Europeanstandards To achieve this some additional columns will be erected to improve lighting

quality in certain areas and all street lights will be replaced at least once during theduration of the contract

28 The Service Provider will be responsible for reactive maintenance of streetlightsincluding responding to outage reports Again this should be at a significantly lowerlevel than at present as a result of the replacement of older equipment and a higherlevel of programmed maintenance

29 The Service Provider will be responsible for liaising with the electricity suppliers whohave a statutory responsibility for making and repairing connections to the mains supplyThis will be particularly important during the early years of the contract when co-

ordination with the electricity suppliers will be vital to the Service Providerrsquos programmeto ensure timely connection of new lighting columns The Output Specification for streetlighting will require the Service Provider to ensure efficient management of energyconsumption and lower carbon footprint technology

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Traffic Signals Signs Street Nameplates Street Furniture and Road Markings

30 It is envisaged that up to 40 of traffic signals and 25 of street signs are likely to bereplaced during the CIP with the remainder being replaced over the remaining 18 years

Road markings and street nameplates will be renewed as necessary to meet a visualinspection target

Drainage

31 The Project is likely to require the replacement of all old-style gullies which areparticularly difficult to maintain The Service Provider will also be required to undertakeregular gulley emptying and deal with any blocked gulley connections The OutputSpecification will be aimed at effective performance of drainage to prevent ponding anddeliver lane availability without stagnant surface water This will ensure known highwayflooding locations will be treated along with any areas found in the future

Environmental Maintenance on the highway

32 The Service Provider will be required to provide a similar level or better level of servicein relation to verge cutting weed spraying and street cleaning to that currently providedThe councilrsquos requirement will be Output Specification based and may relate forinstance to minimum and maximum acceptable lengths of grass or maximumacceptable levels of litter within a given time interval The Service Provider will berequired to keep verges in repair which may result in the worst and most regularlydamaged verges having special attention

Highway Trees

33 A significant improvement in tree maintenance will be achieved during the PFI Contractperiod tree maintenance will form part of the performance specification definingpruning crowning and other treatments to maintain the trees and highway in a safecondition The Project will require the Service Provider to return a more balanced age-profile of the highway tree stock The overall number of highway trees will be sustainedat current levels

Winter Maintenance Service

34 The Service Provider will be required to provide a winter maintenance service ofadequate standard to ensure lane availability appropriate for each Hierarchy of road

Highway Inspection and Enforcement

35 Highway safety inspections and attending customer reported defects will be undertakenby the Service Provider both inside and outside normal working hours The ServiceProvider will be required to undertake inspection of Statutory Undertakersrsquo works and todeal with insurance claims (and provide an indemnity to the council against suchclaims)

36 The Service Provider will also monitor any infringements on behalf of the council relatingto any Highway Enforcement issues and will make the initial approach on illegal footwaycrossings A-boards and overhanging vegetation

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B - 7

Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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B - 8

The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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B - 9

are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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B - 10

bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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B - 11

phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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B - 12

67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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B - 13

forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 2

BACKGROUND

5 The council has developed a Highways PFI Project which will

bull provide a step-change in the condition of the Islandrsquos roads within sevenyears from the start of the contract and sustain that improvement over theremainder of the contract

bull enhance the Islandrsquos streetscene to deliver a more pleasing public realm

bull improve the lighting on the Islandrsquos streets

bull reduce crime and the fear of crime

bull improve safety on the highways

bull reduce vehicle maintenance and fuel costs

bull contribute to enhancing and protecting the environment and

bull improve highway services to customers

6 The council approved the development of the Project in May 2005 and an Expression ofInterest (EoI) bid for Private Finance Initiative (PFI) funding was submitted to theDepartment for Transport (DfT) in September 2006 The EoI was refreshed in February2008 at the DfTrsquos request The DfT announced the approval of the councilrsquos PFI bid on25 March 2008 The DfT Grant which comes in the form of PFI Credits is pound325m andequates to pound630m over the 25 year period The total investment on the Islandrsquos roadsincluding the councilrsquos contributions over the same period is equivalent to pound853m Thegrant is payable over the life of the PFI contract as an addition to the councilrsquos revenueincome and with interest will amount to around pound25m per annum

7 The council received a Delegated Decision Report that informed Members of thecouncilrsquos successful PFI bid and proposed a staffing structure for the PFI Project Team

8 PFI Grant for the Highways Project is a free grant which does not have to berepaid Therefore it is not a loan and represents new money to the council Theamount of PFI Grant will be revisited at the Outline Business Case (OBC) followingdetailed analysis of assets condition scope and contractual boundaries

9 The PFI Grant approved at the EoI stage required the council to produce a much fullerOutline Business Case before the procurement process could commence The OBC willevaluate the Project requirement in much greater depth it will therefore be the last

opportunity to produce a comprehensive assessment of the financing requirementincluding the councilrsquos own contribution towards the PFI The PFI Grant requirement atthe OBC stage will therefore represent the maximum financial requirement for thisProject The OBC will anticipate the worst and most likely financial market conditionsThis figure will remain as the upper level financial requirement to be managed throughthe procurement process which will lead to identifying the final funding requirement toenter into the PFI contract At this stage the council will draw up a Final Business Case(FBC) for approval by DfT and HM Treasury The approval of the FBC allows the councilto enter into a contract with the PFI Provider

STRATEGIC CONTEXT

10 The vision of the council and its partners is to make the Island a world renowned EcoIsland with a thriving economy and a real sense of pride where residents and visitors

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B - 3

enjoy healthy lives feel safe and are treated with respect The Island despite being partof the more prosperous South East region suffers from low productivity low wages andlow skill levels We are determined to improve the job opportunities and create asustainable economy and it is imperative that we address our failing transportinfrastructure The Highways PFI has been developed to align itself with the national

regional and local strategic objectives by placing sustainable development at the heartof Islandrsquos regeneration plans The project in addition to offering a higher standard ofhighway services will help to create a significant stimulus to the local economy offeringan opportunity to regenerate parts of the Island and create a highway maintenancerelated industry on the Island With an improved transport network and a lower wagebased economy the Island will also be better placed to attract inward investment

11 The Eco Island theme is therefore at the heart of the Project objectives and the currentdelivery plans go a long way towards meeting the Thriving Healthy and SupportiveSafe and Well-kept and Inspiring Island objectives

12 The council will pay particular attention to bidder proposals for supporting the EcoIsland strategy during the procurement process Bidders for the Project will be madeaware of the councilrsquos commitment to environmental improvement and sustainability andwill be evaluated on the environmental impact and the sustainability of their proposalsBidders will be expected to identify how improved maintenance of the highway networkwill contribute to the Islandrsquos ambition to be an attractive sustainable low-carbon IslandIn particular Bidders will be expected to

bull use sustainable materials

bull minimise waste

bull re-use materialsbull minimise energy consumption and improve energy efficiency and

bull minimise the environmental impact of construction and maintenancevehicle movements

13 Bidders will also be expected to come forward with proposals to reduce the length oftime road works are in place which will in turn help to reduce vehicle emissions Ingeneral the council will be looking for and assessing how far Bidders can offerinnovative solutions which could minimise levels of CO2 and other greenhouse gasemissions whilst demonstrating value for money

SCOPE OF THE PROJECT

14 The vision for the Project is of a holistic and co-ordinated approach to highwaymaintenance throughout the Island aiming to create user perceptions of a seamlessservice and to restore the street scene to a quality which meets the councilrsquosaspirations

15 To achieve this it is proposed that the Project should be Island wide and shouldinclude all adopted roads encompass all forms of highway maintenance and relevantenforcement and described as ldquofence-to-fencerdquo scope Fence to fence in this context

means that every asset that is between the fences on either side of the road is includedin the scope

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16 The services which it is recommended should be included in the contract compriseCore Services which would be paid for through a Unitary Charge Non-Core Serviceswhich would be available from the Service Provider as and when requested wouldattract a separate and additional payment

17 The Unitary Charge will be a regular monthly payment to the Service Provider to coverall Core Services A separate charge will be incurred by the council based on theamount of electricity used for the streetlights etc Non-Core Services will be paid for atpre-agreed prices negotiated with the Service Provider during the procurement process

18 The councils key requirements for the delivery of both Core and Non-Core Services willbe set out clearly in a specification detailing in output terms what the Service Providerwill be required to provide and achieve including where appropriate reference torelevant codes of practice However the council will not be prescribing what workshould be done or when or how it should be done in order to meet the outputsPayment will be closely related to outputs and the Output Specification will be backed by

a Payment Mechanism which will specify the response and rectification times allowed tothe Service Provider for the correction of failures and permit the council to applyfinancial deductions if those time periods are not met The Payment Mechanism will inthis way incentivise the Service Provider to meet performance standards and to correctany failures as quickly as possible The council will build in handback conditions that theService Provider will be required to meet at the end of the contract The handbackconditions are likely to be in the form of ldquoresidual liferdquo and expected residual life and willrange between 8 and 10 years depending on the asset type

CORE SERVICES

19 The services that are recommended to be included within the scope of the PFI contractas Core Services is detailed in section 2 of the draft OBC at Appendix 1 Summary ofCore Services is attached at Appendix 2 Some of the principal elements of the CoreServices and their key service standards that form the basis of the Output Specificationare described below

Carriageway rehabilitation and maintenance

20 The Output Specification for the rehabilitation and maintenance of carriageways will bebased on a Network Condition Index (NCI) combining various attributes of the

carriageway such as skid resistance rutting levels surface deterioration and ridequality The Service Provider will be required to raise the average value of the NCIacross the Island Roads on the Island will be categorised as Hierarchy 1 to 4depending on the traffic flow ndash Hierarchy 1 being the highest and 4 being the lowestusage Each road category will be required to be raised to an appropriate road conditionindex specified in the Output Specification

21 The Service Provider will be required to rehabilitate the entire highway network to therequired condition within a 7- year Core Investment Period (CIP)

22 The Service Provider will also be required to achieve the required average NCI value in

each of the wards As a result work will be carried out in all areas of the Island in eachyear of the contract Threshold levels for each attribute of the NCI will also be specifiedby the council to ensure that the condition of each individual section of road does not fallbelow a minimum value

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B - 5

23 Within this overall framework the Service Provider will be responsible for determiningwhich roads are to be treated and what treatments are to be used Treatments couldvary from replacement of the bituminous upper layers to full depth reconstructiondepending upon the carriageway conditions Disruption will be minimised by agreeing

with the Service Provider the maximum lengths of the Hierarchy 1 and 2 roads that canbe made unavailable for road-users at any time due and any associated time orseasonal restrictions

24 The Service Provider will also be required to sustain the structural condition of theHierarchy 1 and 2 roads over the life of the contract The Service Provider will beresponsible for reactive maintenance throughout the contract although the requirementfor this is likely to be reduced considerably after the CIP

Footway Cycleway and Urban amp Rural Rights of Way rehabilitation and maintenance

25 Condition indices similar to the NCI for carriageways will be developed for thefootways cycleways and urban rights of ways that are already surfaced The primarytreatment is likely to be microasphalt (a very thin surfacing) and in some urban areareconstruction In general where footways are at present slabbed or block paved thenthey will be refurbished in similar materials For Rural Rights of Way that are notsurfaced (ie without black top) there will be visual survey based condition to deliver safeconditions for the users

Bridges Retaining Walls and other Structures

26 The Output Specification for the maintenance of structures will primarily be based onachieving targets set out in a Bridge Condition Index and covering bridges retainingwalls and other structures There will also be a separate and overriding requirement tomeet load carrying capacity and parapet strength requirements The Project willsignificantly improve the condition of the bridges clear the bridge refurbishment backlogand provide general improvement to the on-going routine maintenance

Street lighting rehabilitation and maintenance

27 The standards of lighting will be improved to meet relevant British and Europeanstandards To achieve this some additional columns will be erected to improve lighting

quality in certain areas and all street lights will be replaced at least once during theduration of the contract

28 The Service Provider will be responsible for reactive maintenance of streetlightsincluding responding to outage reports Again this should be at a significantly lowerlevel than at present as a result of the replacement of older equipment and a higherlevel of programmed maintenance

29 The Service Provider will be responsible for liaising with the electricity suppliers whohave a statutory responsibility for making and repairing connections to the mains supplyThis will be particularly important during the early years of the contract when co-

ordination with the electricity suppliers will be vital to the Service Providerrsquos programmeto ensure timely connection of new lighting columns The Output Specification for streetlighting will require the Service Provider to ensure efficient management of energyconsumption and lower carbon footprint technology

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Traffic Signals Signs Street Nameplates Street Furniture and Road Markings

30 It is envisaged that up to 40 of traffic signals and 25 of street signs are likely to bereplaced during the CIP with the remainder being replaced over the remaining 18 years

Road markings and street nameplates will be renewed as necessary to meet a visualinspection target

Drainage

31 The Project is likely to require the replacement of all old-style gullies which areparticularly difficult to maintain The Service Provider will also be required to undertakeregular gulley emptying and deal with any blocked gulley connections The OutputSpecification will be aimed at effective performance of drainage to prevent ponding anddeliver lane availability without stagnant surface water This will ensure known highwayflooding locations will be treated along with any areas found in the future

Environmental Maintenance on the highway

32 The Service Provider will be required to provide a similar level or better level of servicein relation to verge cutting weed spraying and street cleaning to that currently providedThe councilrsquos requirement will be Output Specification based and may relate forinstance to minimum and maximum acceptable lengths of grass or maximumacceptable levels of litter within a given time interval The Service Provider will berequired to keep verges in repair which may result in the worst and most regularlydamaged verges having special attention

Highway Trees

33 A significant improvement in tree maintenance will be achieved during the PFI Contractperiod tree maintenance will form part of the performance specification definingpruning crowning and other treatments to maintain the trees and highway in a safecondition The Project will require the Service Provider to return a more balanced age-profile of the highway tree stock The overall number of highway trees will be sustainedat current levels

Winter Maintenance Service

34 The Service Provider will be required to provide a winter maintenance service ofadequate standard to ensure lane availability appropriate for each Hierarchy of road

Highway Inspection and Enforcement

35 Highway safety inspections and attending customer reported defects will be undertakenby the Service Provider both inside and outside normal working hours The ServiceProvider will be required to undertake inspection of Statutory Undertakersrsquo works and todeal with insurance claims (and provide an indemnity to the council against suchclaims)

36 The Service Provider will also monitor any infringements on behalf of the council relatingto any Highway Enforcement issues and will make the initial approach on illegal footwaycrossings A-boards and overhanging vegetation

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Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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enjoy healthy lives feel safe and are treated with respect The Island despite being partof the more prosperous South East region suffers from low productivity low wages andlow skill levels We are determined to improve the job opportunities and create asustainable economy and it is imperative that we address our failing transportinfrastructure The Highways PFI has been developed to align itself with the national

regional and local strategic objectives by placing sustainable development at the heartof Islandrsquos regeneration plans The project in addition to offering a higher standard ofhighway services will help to create a significant stimulus to the local economy offeringan opportunity to regenerate parts of the Island and create a highway maintenancerelated industry on the Island With an improved transport network and a lower wagebased economy the Island will also be better placed to attract inward investment

11 The Eco Island theme is therefore at the heart of the Project objectives and the currentdelivery plans go a long way towards meeting the Thriving Healthy and SupportiveSafe and Well-kept and Inspiring Island objectives

12 The council will pay particular attention to bidder proposals for supporting the EcoIsland strategy during the procurement process Bidders for the Project will be madeaware of the councilrsquos commitment to environmental improvement and sustainability andwill be evaluated on the environmental impact and the sustainability of their proposalsBidders will be expected to identify how improved maintenance of the highway networkwill contribute to the Islandrsquos ambition to be an attractive sustainable low-carbon IslandIn particular Bidders will be expected to

bull use sustainable materials

bull minimise waste

bull re-use materialsbull minimise energy consumption and improve energy efficiency and

bull minimise the environmental impact of construction and maintenancevehicle movements

13 Bidders will also be expected to come forward with proposals to reduce the length oftime road works are in place which will in turn help to reduce vehicle emissions Ingeneral the council will be looking for and assessing how far Bidders can offerinnovative solutions which could minimise levels of CO2 and other greenhouse gasemissions whilst demonstrating value for money

SCOPE OF THE PROJECT

14 The vision for the Project is of a holistic and co-ordinated approach to highwaymaintenance throughout the Island aiming to create user perceptions of a seamlessservice and to restore the street scene to a quality which meets the councilrsquosaspirations

15 To achieve this it is proposed that the Project should be Island wide and shouldinclude all adopted roads encompass all forms of highway maintenance and relevantenforcement and described as ldquofence-to-fencerdquo scope Fence to fence in this context

means that every asset that is between the fences on either side of the road is includedin the scope

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16 The services which it is recommended should be included in the contract compriseCore Services which would be paid for through a Unitary Charge Non-Core Serviceswhich would be available from the Service Provider as and when requested wouldattract a separate and additional payment

17 The Unitary Charge will be a regular monthly payment to the Service Provider to coverall Core Services A separate charge will be incurred by the council based on theamount of electricity used for the streetlights etc Non-Core Services will be paid for atpre-agreed prices negotiated with the Service Provider during the procurement process

18 The councils key requirements for the delivery of both Core and Non-Core Services willbe set out clearly in a specification detailing in output terms what the Service Providerwill be required to provide and achieve including where appropriate reference torelevant codes of practice However the council will not be prescribing what workshould be done or when or how it should be done in order to meet the outputsPayment will be closely related to outputs and the Output Specification will be backed by

a Payment Mechanism which will specify the response and rectification times allowed tothe Service Provider for the correction of failures and permit the council to applyfinancial deductions if those time periods are not met The Payment Mechanism will inthis way incentivise the Service Provider to meet performance standards and to correctany failures as quickly as possible The council will build in handback conditions that theService Provider will be required to meet at the end of the contract The handbackconditions are likely to be in the form of ldquoresidual liferdquo and expected residual life and willrange between 8 and 10 years depending on the asset type

CORE SERVICES

19 The services that are recommended to be included within the scope of the PFI contractas Core Services is detailed in section 2 of the draft OBC at Appendix 1 Summary ofCore Services is attached at Appendix 2 Some of the principal elements of the CoreServices and their key service standards that form the basis of the Output Specificationare described below

Carriageway rehabilitation and maintenance

20 The Output Specification for the rehabilitation and maintenance of carriageways will bebased on a Network Condition Index (NCI) combining various attributes of the

carriageway such as skid resistance rutting levels surface deterioration and ridequality The Service Provider will be required to raise the average value of the NCIacross the Island Roads on the Island will be categorised as Hierarchy 1 to 4depending on the traffic flow ndash Hierarchy 1 being the highest and 4 being the lowestusage Each road category will be required to be raised to an appropriate road conditionindex specified in the Output Specification

21 The Service Provider will be required to rehabilitate the entire highway network to therequired condition within a 7- year Core Investment Period (CIP)

22 The Service Provider will also be required to achieve the required average NCI value in

each of the wards As a result work will be carried out in all areas of the Island in eachyear of the contract Threshold levels for each attribute of the NCI will also be specifiedby the council to ensure that the condition of each individual section of road does not fallbelow a minimum value

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23 Within this overall framework the Service Provider will be responsible for determiningwhich roads are to be treated and what treatments are to be used Treatments couldvary from replacement of the bituminous upper layers to full depth reconstructiondepending upon the carriageway conditions Disruption will be minimised by agreeing

with the Service Provider the maximum lengths of the Hierarchy 1 and 2 roads that canbe made unavailable for road-users at any time due and any associated time orseasonal restrictions

24 The Service Provider will also be required to sustain the structural condition of theHierarchy 1 and 2 roads over the life of the contract The Service Provider will beresponsible for reactive maintenance throughout the contract although the requirementfor this is likely to be reduced considerably after the CIP

Footway Cycleway and Urban amp Rural Rights of Way rehabilitation and maintenance

25 Condition indices similar to the NCI for carriageways will be developed for thefootways cycleways and urban rights of ways that are already surfaced The primarytreatment is likely to be microasphalt (a very thin surfacing) and in some urban areareconstruction In general where footways are at present slabbed or block paved thenthey will be refurbished in similar materials For Rural Rights of Way that are notsurfaced (ie without black top) there will be visual survey based condition to deliver safeconditions for the users

Bridges Retaining Walls and other Structures

26 The Output Specification for the maintenance of structures will primarily be based onachieving targets set out in a Bridge Condition Index and covering bridges retainingwalls and other structures There will also be a separate and overriding requirement tomeet load carrying capacity and parapet strength requirements The Project willsignificantly improve the condition of the bridges clear the bridge refurbishment backlogand provide general improvement to the on-going routine maintenance

Street lighting rehabilitation and maintenance

27 The standards of lighting will be improved to meet relevant British and Europeanstandards To achieve this some additional columns will be erected to improve lighting

quality in certain areas and all street lights will be replaced at least once during theduration of the contract

28 The Service Provider will be responsible for reactive maintenance of streetlightsincluding responding to outage reports Again this should be at a significantly lowerlevel than at present as a result of the replacement of older equipment and a higherlevel of programmed maintenance

29 The Service Provider will be responsible for liaising with the electricity suppliers whohave a statutory responsibility for making and repairing connections to the mains supplyThis will be particularly important during the early years of the contract when co-

ordination with the electricity suppliers will be vital to the Service Providerrsquos programmeto ensure timely connection of new lighting columns The Output Specification for streetlighting will require the Service Provider to ensure efficient management of energyconsumption and lower carbon footprint technology

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Traffic Signals Signs Street Nameplates Street Furniture and Road Markings

30 It is envisaged that up to 40 of traffic signals and 25 of street signs are likely to bereplaced during the CIP with the remainder being replaced over the remaining 18 years

Road markings and street nameplates will be renewed as necessary to meet a visualinspection target

Drainage

31 The Project is likely to require the replacement of all old-style gullies which areparticularly difficult to maintain The Service Provider will also be required to undertakeregular gulley emptying and deal with any blocked gulley connections The OutputSpecification will be aimed at effective performance of drainage to prevent ponding anddeliver lane availability without stagnant surface water This will ensure known highwayflooding locations will be treated along with any areas found in the future

Environmental Maintenance on the highway

32 The Service Provider will be required to provide a similar level or better level of servicein relation to verge cutting weed spraying and street cleaning to that currently providedThe councilrsquos requirement will be Output Specification based and may relate forinstance to minimum and maximum acceptable lengths of grass or maximumacceptable levels of litter within a given time interval The Service Provider will berequired to keep verges in repair which may result in the worst and most regularlydamaged verges having special attention

Highway Trees

33 A significant improvement in tree maintenance will be achieved during the PFI Contractperiod tree maintenance will form part of the performance specification definingpruning crowning and other treatments to maintain the trees and highway in a safecondition The Project will require the Service Provider to return a more balanced age-profile of the highway tree stock The overall number of highway trees will be sustainedat current levels

Winter Maintenance Service

34 The Service Provider will be required to provide a winter maintenance service ofadequate standard to ensure lane availability appropriate for each Hierarchy of road

Highway Inspection and Enforcement

35 Highway safety inspections and attending customer reported defects will be undertakenby the Service Provider both inside and outside normal working hours The ServiceProvider will be required to undertake inspection of Statutory Undertakersrsquo works and todeal with insurance claims (and provide an indemnity to the council against suchclaims)

36 The Service Provider will also monitor any infringements on behalf of the council relatingto any Highway Enforcement issues and will make the initial approach on illegal footwaycrossings A-boards and overhanging vegetation

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Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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B - 11

phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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16 The services which it is recommended should be included in the contract compriseCore Services which would be paid for through a Unitary Charge Non-Core Serviceswhich would be available from the Service Provider as and when requested wouldattract a separate and additional payment

17 The Unitary Charge will be a regular monthly payment to the Service Provider to coverall Core Services A separate charge will be incurred by the council based on theamount of electricity used for the streetlights etc Non-Core Services will be paid for atpre-agreed prices negotiated with the Service Provider during the procurement process

18 The councils key requirements for the delivery of both Core and Non-Core Services willbe set out clearly in a specification detailing in output terms what the Service Providerwill be required to provide and achieve including where appropriate reference torelevant codes of practice However the council will not be prescribing what workshould be done or when or how it should be done in order to meet the outputsPayment will be closely related to outputs and the Output Specification will be backed by

a Payment Mechanism which will specify the response and rectification times allowed tothe Service Provider for the correction of failures and permit the council to applyfinancial deductions if those time periods are not met The Payment Mechanism will inthis way incentivise the Service Provider to meet performance standards and to correctany failures as quickly as possible The council will build in handback conditions that theService Provider will be required to meet at the end of the contract The handbackconditions are likely to be in the form of ldquoresidual liferdquo and expected residual life and willrange between 8 and 10 years depending on the asset type

CORE SERVICES

19 The services that are recommended to be included within the scope of the PFI contractas Core Services is detailed in section 2 of the draft OBC at Appendix 1 Summary ofCore Services is attached at Appendix 2 Some of the principal elements of the CoreServices and their key service standards that form the basis of the Output Specificationare described below

Carriageway rehabilitation and maintenance

20 The Output Specification for the rehabilitation and maintenance of carriageways will bebased on a Network Condition Index (NCI) combining various attributes of the

carriageway such as skid resistance rutting levels surface deterioration and ridequality The Service Provider will be required to raise the average value of the NCIacross the Island Roads on the Island will be categorised as Hierarchy 1 to 4depending on the traffic flow ndash Hierarchy 1 being the highest and 4 being the lowestusage Each road category will be required to be raised to an appropriate road conditionindex specified in the Output Specification

21 The Service Provider will be required to rehabilitate the entire highway network to therequired condition within a 7- year Core Investment Period (CIP)

22 The Service Provider will also be required to achieve the required average NCI value in

each of the wards As a result work will be carried out in all areas of the Island in eachyear of the contract Threshold levels for each attribute of the NCI will also be specifiedby the council to ensure that the condition of each individual section of road does not fallbelow a minimum value

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23 Within this overall framework the Service Provider will be responsible for determiningwhich roads are to be treated and what treatments are to be used Treatments couldvary from replacement of the bituminous upper layers to full depth reconstructiondepending upon the carriageway conditions Disruption will be minimised by agreeing

with the Service Provider the maximum lengths of the Hierarchy 1 and 2 roads that canbe made unavailable for road-users at any time due and any associated time orseasonal restrictions

24 The Service Provider will also be required to sustain the structural condition of theHierarchy 1 and 2 roads over the life of the contract The Service Provider will beresponsible for reactive maintenance throughout the contract although the requirementfor this is likely to be reduced considerably after the CIP

Footway Cycleway and Urban amp Rural Rights of Way rehabilitation and maintenance

25 Condition indices similar to the NCI for carriageways will be developed for thefootways cycleways and urban rights of ways that are already surfaced The primarytreatment is likely to be microasphalt (a very thin surfacing) and in some urban areareconstruction In general where footways are at present slabbed or block paved thenthey will be refurbished in similar materials For Rural Rights of Way that are notsurfaced (ie without black top) there will be visual survey based condition to deliver safeconditions for the users

Bridges Retaining Walls and other Structures

26 The Output Specification for the maintenance of structures will primarily be based onachieving targets set out in a Bridge Condition Index and covering bridges retainingwalls and other structures There will also be a separate and overriding requirement tomeet load carrying capacity and parapet strength requirements The Project willsignificantly improve the condition of the bridges clear the bridge refurbishment backlogand provide general improvement to the on-going routine maintenance

Street lighting rehabilitation and maintenance

27 The standards of lighting will be improved to meet relevant British and Europeanstandards To achieve this some additional columns will be erected to improve lighting

quality in certain areas and all street lights will be replaced at least once during theduration of the contract

28 The Service Provider will be responsible for reactive maintenance of streetlightsincluding responding to outage reports Again this should be at a significantly lowerlevel than at present as a result of the replacement of older equipment and a higherlevel of programmed maintenance

29 The Service Provider will be responsible for liaising with the electricity suppliers whohave a statutory responsibility for making and repairing connections to the mains supplyThis will be particularly important during the early years of the contract when co-

ordination with the electricity suppliers will be vital to the Service Providerrsquos programmeto ensure timely connection of new lighting columns The Output Specification for streetlighting will require the Service Provider to ensure efficient management of energyconsumption and lower carbon footprint technology

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Traffic Signals Signs Street Nameplates Street Furniture and Road Markings

30 It is envisaged that up to 40 of traffic signals and 25 of street signs are likely to bereplaced during the CIP with the remainder being replaced over the remaining 18 years

Road markings and street nameplates will be renewed as necessary to meet a visualinspection target

Drainage

31 The Project is likely to require the replacement of all old-style gullies which areparticularly difficult to maintain The Service Provider will also be required to undertakeregular gulley emptying and deal with any blocked gulley connections The OutputSpecification will be aimed at effective performance of drainage to prevent ponding anddeliver lane availability without stagnant surface water This will ensure known highwayflooding locations will be treated along with any areas found in the future

Environmental Maintenance on the highway

32 The Service Provider will be required to provide a similar level or better level of servicein relation to verge cutting weed spraying and street cleaning to that currently providedThe councilrsquos requirement will be Output Specification based and may relate forinstance to minimum and maximum acceptable lengths of grass or maximumacceptable levels of litter within a given time interval The Service Provider will berequired to keep verges in repair which may result in the worst and most regularlydamaged verges having special attention

Highway Trees

33 A significant improvement in tree maintenance will be achieved during the PFI Contractperiod tree maintenance will form part of the performance specification definingpruning crowning and other treatments to maintain the trees and highway in a safecondition The Project will require the Service Provider to return a more balanced age-profile of the highway tree stock The overall number of highway trees will be sustainedat current levels

Winter Maintenance Service

34 The Service Provider will be required to provide a winter maintenance service ofadequate standard to ensure lane availability appropriate for each Hierarchy of road

Highway Inspection and Enforcement

35 Highway safety inspections and attending customer reported defects will be undertakenby the Service Provider both inside and outside normal working hours The ServiceProvider will be required to undertake inspection of Statutory Undertakersrsquo works and todeal with insurance claims (and provide an indemnity to the council against suchclaims)

36 The Service Provider will also monitor any infringements on behalf of the council relatingto any Highway Enforcement issues and will make the initial approach on illegal footwaycrossings A-boards and overhanging vegetation

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Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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23 Within this overall framework the Service Provider will be responsible for determiningwhich roads are to be treated and what treatments are to be used Treatments couldvary from replacement of the bituminous upper layers to full depth reconstructiondepending upon the carriageway conditions Disruption will be minimised by agreeing

with the Service Provider the maximum lengths of the Hierarchy 1 and 2 roads that canbe made unavailable for road-users at any time due and any associated time orseasonal restrictions

24 The Service Provider will also be required to sustain the structural condition of theHierarchy 1 and 2 roads over the life of the contract The Service Provider will beresponsible for reactive maintenance throughout the contract although the requirementfor this is likely to be reduced considerably after the CIP

Footway Cycleway and Urban amp Rural Rights of Way rehabilitation and maintenance

25 Condition indices similar to the NCI for carriageways will be developed for thefootways cycleways and urban rights of ways that are already surfaced The primarytreatment is likely to be microasphalt (a very thin surfacing) and in some urban areareconstruction In general where footways are at present slabbed or block paved thenthey will be refurbished in similar materials For Rural Rights of Way that are notsurfaced (ie without black top) there will be visual survey based condition to deliver safeconditions for the users

Bridges Retaining Walls and other Structures

26 The Output Specification for the maintenance of structures will primarily be based onachieving targets set out in a Bridge Condition Index and covering bridges retainingwalls and other structures There will also be a separate and overriding requirement tomeet load carrying capacity and parapet strength requirements The Project willsignificantly improve the condition of the bridges clear the bridge refurbishment backlogand provide general improvement to the on-going routine maintenance

Street lighting rehabilitation and maintenance

27 The standards of lighting will be improved to meet relevant British and Europeanstandards To achieve this some additional columns will be erected to improve lighting

quality in certain areas and all street lights will be replaced at least once during theduration of the contract

28 The Service Provider will be responsible for reactive maintenance of streetlightsincluding responding to outage reports Again this should be at a significantly lowerlevel than at present as a result of the replacement of older equipment and a higherlevel of programmed maintenance

29 The Service Provider will be responsible for liaising with the electricity suppliers whohave a statutory responsibility for making and repairing connections to the mains supplyThis will be particularly important during the early years of the contract when co-

ordination with the electricity suppliers will be vital to the Service Providerrsquos programmeto ensure timely connection of new lighting columns The Output Specification for streetlighting will require the Service Provider to ensure efficient management of energyconsumption and lower carbon footprint technology

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Traffic Signals Signs Street Nameplates Street Furniture and Road Markings

30 It is envisaged that up to 40 of traffic signals and 25 of street signs are likely to bereplaced during the CIP with the remainder being replaced over the remaining 18 years

Road markings and street nameplates will be renewed as necessary to meet a visualinspection target

Drainage

31 The Project is likely to require the replacement of all old-style gullies which areparticularly difficult to maintain The Service Provider will also be required to undertakeregular gulley emptying and deal with any blocked gulley connections The OutputSpecification will be aimed at effective performance of drainage to prevent ponding anddeliver lane availability without stagnant surface water This will ensure known highwayflooding locations will be treated along with any areas found in the future

Environmental Maintenance on the highway

32 The Service Provider will be required to provide a similar level or better level of servicein relation to verge cutting weed spraying and street cleaning to that currently providedThe councilrsquos requirement will be Output Specification based and may relate forinstance to minimum and maximum acceptable lengths of grass or maximumacceptable levels of litter within a given time interval The Service Provider will berequired to keep verges in repair which may result in the worst and most regularlydamaged verges having special attention

Highway Trees

33 A significant improvement in tree maintenance will be achieved during the PFI Contractperiod tree maintenance will form part of the performance specification definingpruning crowning and other treatments to maintain the trees and highway in a safecondition The Project will require the Service Provider to return a more balanced age-profile of the highway tree stock The overall number of highway trees will be sustainedat current levels

Winter Maintenance Service

34 The Service Provider will be required to provide a winter maintenance service ofadequate standard to ensure lane availability appropriate for each Hierarchy of road

Highway Inspection and Enforcement

35 Highway safety inspections and attending customer reported defects will be undertakenby the Service Provider both inside and outside normal working hours The ServiceProvider will be required to undertake inspection of Statutory Undertakersrsquo works and todeal with insurance claims (and provide an indemnity to the council against suchclaims)

36 The Service Provider will also monitor any infringements on behalf of the council relatingto any Highway Enforcement issues and will make the initial approach on illegal footwaycrossings A-boards and overhanging vegetation

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Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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Traffic Signals Signs Street Nameplates Street Furniture and Road Markings

30 It is envisaged that up to 40 of traffic signals and 25 of street signs are likely to bereplaced during the CIP with the remainder being replaced over the remaining 18 years

Road markings and street nameplates will be renewed as necessary to meet a visualinspection target

Drainage

31 The Project is likely to require the replacement of all old-style gullies which areparticularly difficult to maintain The Service Provider will also be required to undertakeregular gulley emptying and deal with any blocked gulley connections The OutputSpecification will be aimed at effective performance of drainage to prevent ponding anddeliver lane availability without stagnant surface water This will ensure known highwayflooding locations will be treated along with any areas found in the future

Environmental Maintenance on the highway

32 The Service Provider will be required to provide a similar level or better level of servicein relation to verge cutting weed spraying and street cleaning to that currently providedThe councilrsquos requirement will be Output Specification based and may relate forinstance to minimum and maximum acceptable lengths of grass or maximumacceptable levels of litter within a given time interval The Service Provider will berequired to keep verges in repair which may result in the worst and most regularlydamaged verges having special attention

Highway Trees

33 A significant improvement in tree maintenance will be achieved during the PFI Contractperiod tree maintenance will form part of the performance specification definingpruning crowning and other treatments to maintain the trees and highway in a safecondition The Project will require the Service Provider to return a more balanced age-profile of the highway tree stock The overall number of highway trees will be sustainedat current levels

Winter Maintenance Service

34 The Service Provider will be required to provide a winter maintenance service ofadequate standard to ensure lane availability appropriate for each Hierarchy of road

Highway Inspection and Enforcement

35 Highway safety inspections and attending customer reported defects will be undertakenby the Service Provider both inside and outside normal working hours The ServiceProvider will be required to undertake inspection of Statutory Undertakersrsquo works and todeal with insurance claims (and provide an indemnity to the council against suchclaims)

36 The Service Provider will also monitor any infringements on behalf of the council relatingto any Highway Enforcement issues and will make the initial approach on illegal footwaycrossings A-boards and overhanging vegetation

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Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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B - 11

phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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Parking Services

37 On-street parking is an integral part of the road surface and parking enforcement will bemanaged by the Service Provider to prevent any infringement of lane availability The

off-street parking service is inter-connected with on-street parking a single enforcementstaff structure similar technology parking meters and scale benefit are likely to provideoperational efficiencies The Service Provider will be required to manage cash collectionand enforcement whilst upgrading the car parking meters and surfacing to acceptablestandards

38 The council will retain the powers for setting on and off-street car parking charges Therevenue collected by the Service Provider will remain part of the councilrsquos revenuestream

CCTV

39 CCTV cameras are located within the highway boundary and some of these aremounted on lighting columns whilst others are mounted on special CCTV masts Thecameras need a supply of electricity and the cabling infrastructure is embedded withinthe highways boundary The CCTV cameras and the control room are included withinthe Project scope and will take full advantage of the synergies between CCTV streetlighting and traffic signals The CCTV system is currently being upgraded and theprovider will therefore inherit an upgraded network The Service Provider will take overthe maintenance of the upgraded system However during the life of this contract thesystem is likely to be upgraded again to the standard appropriate at the time of renewal

Floating Bridge

40 The coastal road network provides the vital circulatory route around the Island TheFloating Bridge between Cowes and East Cowes provides that vital link of the coastalroute The Floating Bridge is currently operated by the council and is tolled for allvehicular traffic and free for foot passengers The Floating Bridge is nearing the end ofits service life and the Service Provider will be required to renew it during the CIPwithout any service disruption to the public

41 The Service Provider will be responsible for the on-going maintenance of the floating

bridge and operate the service and collect revenue on behalf of the council The councilwill retain the powers for setting tolls for the crossing

Abandoned Vehicles

42 The Service Provider will have the responsibility to deal with any abandoned vehiclesleft on the highway

Programming of Works and Services

43 During the final stages of the competitive dialogue procurement process the bidders

will be required to produce annual programmes of work These will be considered by thecouncil and amended following extensive consultation The selected Service Providerwill be required to consult with Town and Parish councils and other interested partiesStatutory Undertakers the Traffic Manager etc before producing the final programme

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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B - 9

are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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The council will have the opportunity to comment on these programmes before theybecome operational

NON CORE SERVICES

44 Non-Core Services are those which the Service Provider will only be required to provideas and when requested by the council These will not be covered by the Unitary Chargeand additional payment will be made for those services as and when they are delivered

45 Non-Core Services will include a wide range of works and services related to but notcentral to the key obligation to refurbish and maintain the highway network Theservices which it is recommended should be included within the scope of the PFIcontract as Non-Core Services are set out at in an appendix to the OBC and attached atAppendix 2

46 The Design Section of the current Highways and Transport Department will be

transferred to the Service Provider and are likely to form the core design team for thePFI Project During the PFI contract period the council will have the option of using theService Provider to undertake the design and construction of any LTP IntegratedTransport schemes using a pre-agreed schedule of rates The council will howeverhave the ability to obtain these additional services from an independent third party

47 It is further recommended that the councils duties and responsibilities under the TrafficManagement Act 2004 including the operations of permit and lane rental schemes andlinked functions and responsibilities under the New Roads and Street Works Act 1991 ofco-ordination of works in the highway should be delegated to the Service Provider

48 The council will allow street advertising subject to certain restrictions The revenue flowfrom street advertising is not expected to be of high value on the Island The ServiceProvider will be responsible for any third party related advertising revenue collection andthese will be off-set against the councilrsquos service charge payments

49 The Service Provider will be required to provide the council with assistance in civil andother emergencies (example such as flooding during last year) as appropriate

CHANGES TO SCOPE

50 The PFI contract is a long-term contract and will be an output based detailed contractcovering every aspect of the councilrsquos highway services It will anticipate currentstandards service levels and future changes including technology Changes resultingfrom non-core services will be adjusted using a pre-agreed schedule of rates whichwould have been assessed during the competitive tendering process For all otherpossible changes the PFI contract will have a change protocol built in to deal with anyunforeseen changes that may arise due to circumstances beyond the councilrsquos controlThese change mechanisms should be rare events and strictly non-routine any changeto a PFI contract can be time-consuming and costly especially if additional borrowing isrequired by the Service Provider Depending on the nature of the change the UnitaryCharge may be increased or decreased or the price of non-core services may be

adjusted appropriately

51 The Highway Network will continue to change throughout the contract as newdevelopments Local Transport Plan (LTP) schemes and private development schemes

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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are completed There will be provision within the contract for these changes to beaccrued to the Project at the councils option There will be an additional cost to thecouncil when additional lengths of road sections are added to the Service Providerduring the PFI contract period Therefore in the case of new schemes it will benecessary for the promoter such as developers and the Highways and Transport

Department in the case of LTP schemes to provide an up-front sum or a commitment tomeet any additional future maintenance costs resulting from such new works

FUTURE ARRANGMENTS FOR SERVICES OUTSIDE OF SCOPE

52 It is recommended that the council should retain a number of highway functions forstrategic and policy reasons as outlined at Appendix 2 to this report These retainedservices will include Transport Policy Road Safety Education Management of theSchool Crossing Patrols Highway Development Control Highway Adoptions StreetNaming and Numbering and Highway Regulation (other than the first approach todefaulters which will be made by the Service Provider)

PROPOSED CLIENT ARRANGEMENTS

53 The PFI Contract is a very complex and detailed contract Whilst every care will betaken to detail out all possible anticipated events in the contract it is vital that a strongclient-side Contract Management Team is set up to manage the Project It is thereforerecommended that the council sets up a Contract Management Team for themanagement of the PFI Contract with appropriately qualified staff This team shouldcome into place once the procurement process comes to an end at financial close andthere should be a seamless transfer from the PFI Project team to the ContractManagement team It is recommended that the PFI Project team that deals with thecompetitive dialogue process should form the core of the Contract Management TeamThis will enable the council to transfer knowledge gained during detailed procurementnegotiations to the contract management phase It is envisaged that at the start of thecontract the team will consist of some eleven members of staff led by the PFI Directorwith an anticipated budget of pound700000 per annum There is an allowance for someexternal legal and technical support in the first two years of the contract A ContractManager will be appointed reporting directly to the PFI Director The contractmanagement function is expected to remain busy for the full seven years of the CIPhowever it is recommended that the proposed Contract Management Team structure isreviewed after the first two years of operations

54 The PFI Director will be responsible for establishing the principle policies and protocolsfor managing the councilService Provider interface A joint councilService ProviderBoard will be established from the date of contract signature the Board will be chairedby the PFI Director and will be the main forum for scrutinising the Service Providerrsquosperformance against the Output Specification and for the management of the serviceThe Contract Manager will be expected to set up detailed performance managementsystems jointly with the Service Provider and receive regular performance reports asspecified in the contract

55 The councilrsquos Contract Management Team will be required to manage the following

functions

bull Mobilisation and setting up of systems protocols and proceduresincluding document management systems and contract analysis

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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bull Performance monitoring including the reviewing of baseline surveysannual condition surveys customer surveys and ongoing service deliverymonitoring

bull Payment and deduction management including payment mechanismissues excusing causes and payment processing

bull Change management including authority and contractor changes arisingfrom regulatory and technical change

bull Emergency standby handback and re-tendering arrangements

bull Liaison and other contract meetings including dispute resolution

bull Customer interface including customer satisfaction surveys

bull Governance monitoring and reporting including annual reviews andreporting on stewardship of contract

bull Budget management including contract and client costs and client riskmanagement

bull Risk management and mitigation of those risks retained or shared by the

councilbull Policy and strategy development and management including benefits

realisation and Key Performance Indicator monitoring

bull Stakeholder management including publicity communications andcomplaints handling in partnership with the Service Provider and Freedomof Information Act responses and

bull Other commercial issues including refinancing termination issuesbenchmarking and market-testing of soft services energy and insurance

56 The PFI Contract Management Team will report to the Director of Environment andNeighbourhoods A number of functions currently under the Highways and Transport

Department will be transferred to the Service Provider and as a result there will be aneed to reorganise this department to deliver all of the retained services in a moreefficient manner This reorganisation will be conducted in accordance with councilrsquosprocesses for implementing change including full consultation with affected staff

PROJECT MANAGEMENT amp GOVERNENCE

57 The Project is being managed in accordance with the councilrsquos ProgrammeManagement standards and national recommendations for the delivery of PFI projectsThe council has appointed a Project Sponsor set up a Project Board and established aProject Team An organisation diagram of the Project Delivery Team is included in thedraft OBC The DfTrsquos Project Manager is also a member of the Project Board

58 A Member Review Board has been formed consisting of the Cabinet Members forEnvironment and Transport and Major Projects the chair of the Economy Environmentand Transport Scrutiny Panel Director of Environment and Neighbourhoods and PFIProgramme Director The Head of Highways and Transport is invited to attend as anobserver member This Board meets on a bi-monthly basis to review the progress of theproject

59 A Programme Director was appointed in January 2009 and is assisted by a Technical

Manager Commercial Manager Programme Office Manager Directorrsquos PA and aProject Administrator A Data Manager to set up the Data Room and to manage contractdocumentation is about to be appointed Post-OBC submission the Project will enterdetailed drafting of the contract agreement and commence planning the procurement

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phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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B - 13

forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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B - 18

Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 11

phase and full time legal resource and a procurement resource will be added to theteam During the competitive dialogue phase there will be extensive detailednegotiations on the asset condition output specification and payment mechanism Thiswill require considerable technical input and two additional technical staff will berecruited to support this phase These additional resources will be recruited with the

Contract Management function that will follow the procurement phase

60 Within the Project a number of Workstreams have been established as followsTechnical Legal Financial Procurement Human Resources Property PlanningStakeholder Management and Risk Each Workstream is led by a senior council officerThe Technical Workstream is supported by a number of sub Workstreams to managethe detailed specialist technical input required

61 Specialist external advisers have been appointed to advise the Project Delivery Teamon technical legal and financial issues The advisers appointed are Halcrow (tosubmission of OBC) and WSP Ltd (post OBC) DLA Piper and PricewaterhouseCoopers

respectively

62 The Project team led by the Programme Director meet weekly to review progressagainst a planned delivery schedule and where necessary the Programme Directortakes appropriate action to allocate additional resources to manage delivery Thecouncilrsquos internal Project Team is joined by the external advisors for a two day workshopand working session each month The first day is set up and managed as a trainingsession with subject matter closely related to the status of the project This creates alearning environment and enables the team to develop the skills and knowledge neededto progress to the next stage of the project development The second day is managedas a team working day where the advisors and the councilrsquos project team work jointlysitting side by side planning the next monthrsquos delivery

63 DfT hold a networking meeting for the three pathfinder projects to discuss and shareideas This is followed by a strategic meeting to discuss key emerging strategic issuesDfT have also appointed a Transactor to help share best practice between thePathfinders and to take this best practice forward into a wider programme at a laterstage The Transactor has spent one day a month on the Isle of Wight over the last fourmonths reviewing the draft OBC

PROCUREMENT STRATEGY

64 The 2006 Expression of Interest (EoI) document recognised that PFI was the best routefor achieving the councilrsquos strategic objectives for maintaining the highway infrastructureThe PFI procurement process is closely prescribed

65 The council will advertise the PFI contract in the Official Journal of the European Union(ldquoOJEUrdquo) under both Works and Services in order to ensure compliance with UK and EUprocurement law A copy of the OJEU advertisement will also be published on thecouncilrsquos website

66 In order to give early notification to the market of the councilrsquos intention to procure a

highways maintenance service provider a Prior Information Notice (ldquoPINrdquo) has beenplaced in the OJEU An Industry Event will take place on 3 September 2009 and allinterested parties who have registered their details with the council will be invited toattend in order to be briefed on the Project

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67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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B - 13

forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 12

67 Previous PFI projects procured by the council have used the Negotiated procurementprocedure However Procurement Regulations now require that Authorities use theCompetitive Dialogue process when procuring particularly complex projects defined asthose where the technical means to satisfy the needs or objectives of the authority or

the legal and financial make-up of the project cannot be fully specified It is likely that allPFI contracts in the UK will fall within this definition and the council intends to procurethe Highways PFI contract using the Competitive Dialogue procedure

68 The Competitive Dialogue process provides the opportunity to incorporate successivetender stages during which Bidders will develop and refine their proposals to meet thecouncilrsquos requirements The number of Bidders progressing through the successivestages of the Competitive Dialogue process will decrease as the procurement advancesThis method of procurement should result in comprehensive fully priced tenders beingsubmitted to the council at the final stage of the Competitive Dialogue process

PROJECT TIMETABLE

69 The Project Timetable has been developed by considering the requirements of andoutcomes expected from each of the key stages of the process assessed individuallyThe time-scales are believed to be realistic and importantly achievable taking accountof the complex scope of the Project and the time and resources which will be requiredto undertake the dialogue and evaluation phases of each stage of the procurementprocess

70 The key dates in the indicative Project timetable are as follows

ActivityScheduledCompletion

Submission of Outline BusinessCase (OBC)

29 October09

DfTProject Review Group (PRG)Approval 23 Feb 10

Issue OJEU 26 Mar 10Issue Invitation to Submit OutlineSolution (ISOS) 14 July 10Issue Invitation to Submit DetailedSolution (ISDS) 18 Jan 11

Issue Call for Final Tenders (CFT) 29 Oct 11

Select Preferred Bidder (PB) 27 April 12

Financial Close (FC) 30 Nov 12

Commence rehabilitation 17 Apr 13 71 The council has brought forward the submission of the OBC by two months and hopes

to achieve a submission date by the end of August 2009 All dates after the submission

of the OBC are subject to the approval of the OBC by DfT and HM Treasury Anindependent Gateway Review No 1 was conducted by 4Prsquos during July 2009 andconcluded that the council has made significant progress over the last six months it nowhas a strong well balanced and resourced team in place capable of taking the project

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forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 13

forward into the procurement phase They also have given the second highest deliveryconfidence ranking for this project it is however the highest level confidence rankingexpected from any project at the OBC stage

EVALUATION METHODOLOGY

72 The council is obliged under Procurement Regulations as confirmed by recent caselaw to publish its detailed award of contract evaluation criteria sub-criteria and allattributed weightings by including them in the OJEU notice or accompanyingprocurement documentation

73 It is proposed that Biddersrsquo tenders be evaluated in accordance with the councilrsquosStanding Orders and that the contract be awarded to the bidder proposing the mosteconomically advantageous tender as provided for in the Procurement RegulationsSustainability will be a key criterion for the evaluation of Biddersrsquo technical proposalsand staffing and pension issues will be evaluated as part of the consideration of Biddersrsquo

legal and commercial proposals

74 Evaluation Teams for each of the dialogue stages will be established jointly by thecouncil and the external advisers and the PFI procurement lead will guide the teamsthrough the evaluation process Each Evaluation Team will develop and agree with theProgramme Director and the Project Sponsor the sub-criteria and weightings for theirarea of responsibility The evaluation criteria will be published in the procurementdocumentation

FUTURE DECISIONS AND DELEGATIONS

75 In view of the time-critical decisions which have to be made throughout theprocurement of major PFI projects it is recommended that Members agree to delegateauthority to make certain decisions to the Project Board and the Project Sponsor theDirector of Environment and Neighbourhoods in consultation where applicable with theappropriate Cabinet Members

76 In the case of the current Project it is recommended that authority to determine thematters listed below be delegated to the current Project Board and the Project Sponsorthe Director of Environment and Neighbourhoods or such person the Chief Executive of

the council may nominate to carry out the role of Project Sponsor from time to time

77 Those matters are

bull appointment of consultants and adviserscommissioning of surveys and the procuring and lettingof other contracts required to support the developmentof the Project

bull approval of minor amendments to the scope of theProject during the competitive dialogue process (for

example that a piece of highway grassland that iscurrently maintained by a parish council is best left withparish council following satisfactory negotiations withthe bidders and the parish council)

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bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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B - 18

Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 14

bull financial modelling and other assumptions for thedevelopment of the OBC and subsequently thecontract

bull submission of the OBC following the approval of thisreport

bull approval of the terms and conditions of the contractincluding any derogations from standard PFIcontractual terms

bull approval of any required delegation of the councilrsquosfunctions as Highway Authority Lighting Authority orTraffic Management Authority

bull approval of any required appropriations of land into orout of the highway

bull approval of the period of the contract

bull development modification and determination ofevaluation criteria and sub-criteria and the weightingsto be attributed to each

bull acceptance or rejection of variant bids for evaluation

bull approval of amendments to the Project timetable

bull selection of bidders to be invited to submit OutlineSolutions Detailed Solutions Refined Solutions andFinal Tenders

bull execution of the main contract and all relatedagreements and other documents including the signingof all necessary Certificates under the LocalGovernment (Contracts) Act 1997 (subject to the

process of consultation referred to in paragraph 155below) and

bull any other matters reasonably necessary for thedevelopment and procurement of the Project (forexample dealing with parish councils externalagencies such as Environment Agency utilities BTeducational organisations Island based industriespossible Island wide conference on PFI conferencewith educational establishments informal continuation

of soft market testing ahead of procurement)

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B - 15

78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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B - 18

Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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78 The selection of the Preferred Bidder will be the subject of a further report to Cabinet Inorder to maintain the Project Timetable this report may need to be considered byMembers after a shorter period of prior consultation with officers and Members thanwould be usual

79 Once all matters have been clarified with the Preferred Bidder and the council is in aposition to enter into the contract it is recommended that the Project Sponsor shouldconsult with the Cabinet Members for Environment and Transport and Major Projects (orany successors with Member responsibility) the Chief Executive Legal andGovernance (or any successor as Statutory Monitoring Officer or officer with similarresponsibility) and the Director of Corporate Resources and the Statutory Section 151Officer or officer with similar responsibility prior to exercising the delegated authority toauthorise the execution of the contract

CONSULTATION AND STAKEHOLDER MANAGEMENT STRATEGY

80 A Stakeholder Management strategy was prepared in April 2009 and subsequentlyapproved by the Project Board and the then Member Panel (now the Member ReviewBoard) The plan was built following a series of internal consultation meetings involvinga cross-section of the council officers representing all departments likely to be affectedby the Project A stakeholder management tool keeps a complete record of internal andexternal communications meetings and other stakeholder communications Theserecords will be maintained throughout the procurement phase and during the contractmanagement phase The Stakeholder Management plan will be reviewed constantly andupdated regularly

81 Monthly meetings are held between the Trade Union and the Project Team updatingthem on progress and where relevant seeking their input A PFI Intranet site and anexternal website are being established A presentation to all staff in the Highways andTransportation directorate was made in February and further meetings are beingorganised for 14 August 2009 to update on progress ahead of the submission of theOBC The PFI Team have attended a number of Team Meetings to provide an updateon the project

FINANCIAL BUDGET IMPLICATIONS

82 The DfT approved a PFI Credits of pound325m as a notional amount of Special Grant in

March 2008 The council is required to submit a more detailed Outline Business Casesetting out costs the councilrsquos own contributions and the Grant requirement The councilis planning to make the OBC submission at the end of August 2009 some two monthsahead of schedule subject to completing the internal statutory processes on time TheOBC is the last stage at which the council is able to assess the upper limit of the Grantrequirement Once the OBC is approved the council will be given approval to proceedto the procurement phase The council will be required to produce a Final BusinessCase (FBC) at the end of the procurement stage for DfT and HM Treasury approvalbefore awarding the contract to the preferred bidder The actual amount of Grant thatbecomes payable to the council will be determined at the FBC and should not exceedthe approved Grant at the OBC

83 The draft OBC attached at Appendix 1 is currently being refined The Grantrequirement based on the financial modelling using updated highway condition data andcurrent banking lending conditions indicate a Grant requirement of pound3995m The OBC

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 16

will be presented to the DfT in draft to discuss the requirement and this will be furtherrefined before the final submission During these discussions the Grant requirementmay vary slightly from the figure indicated in this Report The final Grant figure agreed indiscussions with the DfT will form part of the final OBC submission

84 The PFI Project scope has been widened to ensure there are no contractual conflictsbetween the PFI contract and other service provisions This is in line with DfTrsquos ldquofence tofencerdquo approach for defining highway maintenance scheme scope This approach gainssignificant synergies across services and delivers greater value for money The councilwill be able to increase its contribution to the PFI Project by allocating the currentbudgets equating to pound995m per annum relating to those services that are now in thePFI Project scope The council agreed that it will make a further additional contributionof pound05m per annum known as the ldquoaffordability gaprdquo at the Expression of InterestTherefore the total contribution that the councils will make towards the PFI Project willbe pound1045m per annum for the duration of the contract This contribution along with theGrant will be indexed linked for the duration of the PFI Contract

85 The Service Provider will be responsible for the volume of Streetlighting energy usedalthough the tariff risk will remain with the council The Project will set out a numberefficiency measures to reduce consumption to reduce costs The energy will continue tobe procured by the council unless the Service Provider can provide a better price

86 The following assumptions are embedded in the financial modelling

bull Base unit costs are assumed to be unchanged from present

bull All cost assumptions are inclusive of appropriate levels of optimism bias

ie a reasonable allowance for potential underestimation of costs

bull The Project will be funded on a standard project finance basis with amixture of debt and equity funding

bull As with other PFI schemes once the contract is signed the council willneed to commit RPIX-linked funding to the Project for the duration of thecontract

bull Any delays in obtaining HM Treasury approval of the OBC or in theprocurement process could reduce income or increase costs

bull Inflation has been modelled at 2frac12 based on RPIX increases estimated atthe time of modelling and the councilrsquos financial contribution to the schemewill begin in 201314

87 The council will seek proposals from Bidders as to how the inflation risks of the contractcan best be managed with a view to finding the optimal inflation risk allocation in theinterests of achieving best value for money

88 The council has followed HM Treasury guidance in demonstrating value for money andthis is set out in the draft Outline Business Case paragraph 574 The HM Treasury

approval will be subject to the council proving that the PFI delivers value for moneycompared to any alternatives available The assessment in the OBC is that it will costthe council a further 12 more if a non-PFI route was chosen to deliver this upgrade

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B - 17

and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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B - 18

Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

872019 IWC Outline Business Case PFI - PFIOBC

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 17

and maintenance over the same time period Overall value for money in the contractwill be assured through the strong competitive pressures of the multi-stage procurementprocess The need for the Service Provider to seek out and achieve efficiencies will beguaranteed through the expected keen market pressure for the contract and theencouragement of Bidders to bring forward world-class innovation and methods of

working These efficiencies will then be enshrined in contractual method statementsand built into the pricing of the contract throughout the contract period

PROJECT RESOURCES

89 The development of a PFI Project from its initial stages through to the signing of acontract is a long complex and resource-intensive process and the breadth and scopeof the current Project indicates a need for significant input from internal staff andexternal advisors The council has agreed a budget of pound76m to cover the full cost of PFIProject development through to financial close

90 The contract Management Team will be set at the end of financial close to manage thePFI contract In the first two years of the contract it is expected that the council willrequire a resource commitment of pound07m including legal and technical advisor supportThe on-going level of commitment is likely to reduce after the first two years

IMPACT ON COUNCIL FINANCES

91 The Project has major financial implications for the council On the one hand substantialCapital resources are attracted that will enable the council to achieve an upgraded andmaintained Highways (and associated services) infrastructure over a 25 year periodThrough the PFI credit arrangements this funding is secured without any repayment orcapital cost falling on the council On the other hand the council has to commit andguarantee a significant element of its revenue budget over a 25 period

92 Without the PFI the council would not be able to afford the capital costs required toachieve the outcomes set out for the project Inevitably there would be the need tomaintain a high level of revenue spend in the absence of the PFI in any case but withoutthe Value for Money or improvements being achieved

93 The council is and will continue to face significant resource issues for the foreseeable

future The funding from Government in the form of Revenue Support Grant is likely tobe reduced from 201112 onwards The councilrsquos flexibility over its controllable spend onwhich it can look to make savings year on year to achieve a balanced budget will clearlybe reduced by committing some pound11m (at todayrsquos prices) for a 25 year period

94 It is assumed that within this figure there will be annual revenue growth of pound500k withinthe project another pound700k needed to be found for contract management and somepound690k from central recharge savings This will effectively mean that on top of thesavings that will be required as a result of national settlements additional ongoingrevenue savings of some pound189m will need to be made once the scheme starts fromelsewhere in the councilrsquos diminishing controllable budget

95 It needs to be recognised that the commitment to this project and the other mainpriorities of the council such as School Re-organisation Fire Modernisation Housing

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B - 18

Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

872019 IWC Outline Business Case PFI - PFIOBC

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 18

Leisure facilities etc will mean that there will be very limited resources for other serviceareas

96 Currently pound 34m of the pound76m preparation costs has been set aside within reserves andbalances The balance will need to be met in 201011 and 201112 as part of the overall

Budget Strategy and will add to the need to make savings and reductions elsewhere inthose years There may be some scope to capitalise part of these costs

LEGAL IMPLICATIONS

97 The council as Highway and Streetlighting Authority for the Island has numerouspowers and duties under the Highways Act 1980 to carry out maintenance improvementand repair work None of the arrangements with the Service Provider outlined andproposed in this Report would relieve the council of those powers and duties

98 The councils functions and responsibilities as Traffic Management Authority under the

Traffic Management Act 2004 including the operation of permit and lane rental schemesand the linked functions and responsibilities under the New Roads and Street Works Act1991 of co-ordination of works in the highway will broadly remain with the council withappropriate delegation to the Service Provider to undertake duties defined within theProject scope

99 Contractual documentation and protocols will be agreed with the Service Provider inrelation to all interface issues between the functions to be carried out by the ServiceProvider and those to be retained by the council (for example refuse collection) so as togive clarity to the risk allocation

100 Any claims against the council as Highway or Streetlighting Authority even if theyrelate to matters within the proposed contract will still remain the ultimate responsibilityof the council The Service Provider will however provide an indemnity to the councilagainst such claims in so far as they relate to the services to be delivered under thecontract

101 The PFI procurement is subject to EU Procurement Regulations and as such couldlead to the council being challenged by a Bidder if the procurement process wasdeemed to be unlawful or discriminatory Measures to avoid such challenge aredetailed in the Procurement strategy section above

102 In addition to the main contract a number of other contractual arrangements willneed to be put into place including direct agreements with lenders and sub-contractorspension agreements property transfer agreements

103 The council intends the project agreementcontract and the funders directagreement to be certified contracts for the purposes of section 2 of the LocalGovernment (Contracts) Act 1997 This will afford the service provider and its funderssufficient protection against the remote possibility of a challenge being brought inrespect of the councils power to enter into the project agreementcontract

EQUALITY AND DIVERSITY

104 An Equalities Impact Assessment (ldquoEIArdquo) has been undertaken to assess the effectsthat the Project is likely to have on the different groups within the Island

872019 IWC Outline Business Case PFI - PFIOBC

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

872019 IWC Outline Business Case PFI - PFIOBC

httpslidepdfcomreaderfulliwc-outline-business-case-pfi-pfiobc 2123

B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

872019 IWC Outline Business Case PFI - PFIOBC

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 19

105 The EIA highlights the universal benefits of the Project to all users of the highwaynetwork and streetscene by improving safety reducing crime and the fear of crimemaking neighbourhoods more accessible to all and improving use of public transport Inparticular the Project will through the improvement of footway surfaces be of great

benefit to those with mobility problems wheelchair users and people with young childrenusing prams and pushchairs

106 An Action Plan will be been drawn up to reflect the outcome of the assessment andprogress against the Action Plan will be monitored as the Project develops Thisongoing monitoring includes ensuring that the benefits identified in the Project areachieved and that customer satisfaction with the condition of the Islandrsquos roads andpavements improves

107 The council as a public body is subject to general and specific duties under equalityand diversity legislation and as such has a duty to go beyond prohibition and publish

and promote service improvements by engaging with the local community to assess theimpact of any decision on the local community As a requirement under the RaceRelations (Amendment) Act 2000 and further improvements to diversity legislation alllocal authorities are required to impact assess their services policiesstrategies anddecisions with regard to diversity legislation ndash race disability gender age sexualorientation and religionbelief

108 The PFI contract procurement will therefore follow these procedures and assessagainst the councilrsquos diversity policies The equality impact assessment looks at how aservice promotes equality and diversity to ensure legal compliance and that the serviceswe provide and the decisions that we make meet the needs of our local community

HUMAN RESOURCES IMPLICATIONS

109 The Highways and Transportation directorate currently employs 215 staff It is likelythat approximately half the number of these employees will transfer to the ServiceProvider in accordance with the Transfer of Undertakings (Protection of Employment)Regulations 2006 (ldquoTUPErdquo) Other staff within the council and employees of councilsub-contractors who provide support services to the councilrsquos Highway Maintenancefunctions may also transfer under TUPE

110 In accordance with TUPE the council will formally consult with employees and theirTrade Union representatives over the proposed transfer and these consultations andthe transfers will be carried out in accordance with the councilrsquos Code of Practice forstaff transfers agreed with the Trades Unions These consultations will cover pensionissues as well as employment terms and conditions The council cannot require but willencourage the Service Provider to provide transferring employees with the opportunityto continue membership of the Isle of Wight council Pension Fund

ECONOMIC IMPACT

111 Bidders will be required to set out their proposals for enhancing the social and

economic prosperity of the Island The social and economic benefits offered will beincorporated into the contract and will form part of the evaluation help regenerate theIslandrsquos economy

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 20

bull Sustainable economic growth

bull Use of local natural resources

bull Use of recycling

bull A low carbon footprint project

bull Training and skills development schemes to increase local employment

opportunitiesbull Apprenticeship schemes linked to local technical colleges

112 Bidders will be expected to use their purchasing power to assist in the development ofthe local economy through encouraging SMEs to bid for work opportunities arising fromthe Highway Maintenance contract

113 A local Industry day has been organised on 21 August 2009 to inform Island basedindustries Working in partnership with other organisations such as Chamber of

Commerce Island Strategic Partnership and other business leaders the council intendsto provide guidance to local industries to make them aware of longer term commercialopportunities under the Project The Service Provider will be required to meet thecouncilrsquos policies with regard to working with the third sector and to assist in buildingcapacity within that sector

COMMUNITY SAFETY IMPLICATIONS

114 A better maintained highway network will have a number of positive community andsafety implications Good footway surfaces will result in fewer personal injury accidentsand good carriageway surfaces complemented by clear signs and markings will

provide a safer environment for motorists cyclists horse-riders and pedestrians leadingto fewer road traffic accidents

115 A well-maintained streetscene will help to make everyone feel safer but particularlythe elderly and the vulnerable It will also give residents a clear signal that the area inwhich they live is important and well cared for giving a message of reassurance anddispelling feelings of social exclusion

PROPERTY IMPLICATIONS

116 There are a small number of council depots which are currently utilised in support of

the Highway Maintenance function These are not ideal for large scale operationshowever the Service Provider will be allowed if it so wishes to use existing depots onthe basis of a licence which will automatically terminate on expiry of the contract orearlier termination so that the council can obtain immediate access to the sites requiredto deliver the services should this become necessary

117 The council will ensure that all existing records of land held for highway purposes orforming part of the highway are up-to-date This may require appropriation of land intoand out of the highway

OPTIONS

118 The PFI Project has considered eight scheme options These options are set out inSection 3 of the draft OBC and evaluated using an appraisal framework using the

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 21

islandrsquos policy framework The preferred option discussed fully in Section 3 of the OBC has been taken forward for the Financial and Economic analysis and recommended asthe Scope of the Project in this Report

RISK MANAGEMENT

119 A risk management methodology has been agreed for the project based on thecouncilrsquos Risk Management Policy this methodology is detailed in Section 6 of the OBCA number of risk workshops have been held which identified and assessed all the keyrisks for which risk mitigation plans are in place and reviewed regularly at Project TeamProject Board and MRB meetings The full risk register is included in Section 6 of theOBC

120 The Project has developed a Shadow Bid model which provides an understandinghow the bidders would price the Project The council will be passing on a number ofrisks to the Service Provider and a detailed risk pricing model using ldquoMonte Carlordquo

analysis tries to provide an assessment of cost of transfer of these risks The council willuse this model to assess the Biddersrsquo proposals to evaluate the value for money of suchrisk transfer

121 The OBC contains detailed analysis of both project management risks and risktransfer model These form fundamental part of the overall PFI Project Management

122 The Options Appraisal section of the OBC provides a detailed appraisal of eightoptions ndash an option to continue the current in-house arrangements for management andmaintenance of the highways network and seven options for the development of thePFI The risks associated with each of these options are detailed in that section

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

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B - 22

123 RECOMMENDATION

bull Approve the submission of the draft OBC in principle with an application to theDfT for PFI Credits of pound3995m for a Highway Maintenance PFI Project

Following discussions with the DfT the final application for the PFI Credit mayvary and this will be included in the final OBC submission It is recommendedthat the final approval of the OBC be delegated to the Programme Director inconsultation with the Cabinet Member for the Environment and Transport andthe Director of Environment and Neighbourhoods

bull Approve the scope of services and functions to be included in the PFI contractas set out in this Report

bull Approve of the scope of services and functions to be retained by the council

bull Approve the financial commitments to the Project set out in paragraph 84 of thisReport including in particular

o The confirmation of the procurement budget of pound76m from financial year200809 to contract commencement

o The confirmation of pound07m per annum for contract management duringthe life of the contract

o The full commitment of existing budgets of pound995m per annum (200910prices) subject to RPIX inflation increase for the duration of the contractterm

o The Funding of base case affordability gap of pound05m per annum(200910 prices) for the duration of the contract term The base case isinclusive of Optimism Bias

o Acknowledgement that contingencies are already built into the costmodel and procurement budgets to address sensitivities to the basecase

bull Approve the Procurement Strategy Project Timetable and EvaluationMethodology for the Project as set out in this Report

bull Approve the delegations set out in paragraphs 75 to 79 of this Report and notethat a further Report will be received by Cabinet prior to and recommendingthe appointment of a Preferred Bidder

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httpslidepdfcomreaderfulliwc-outline-business-case-pfi-pfiobc 2323

124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport

Page 23: IWC Outline Business Case PFI - PFIOBC

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124 APPENDICES ATTACHED

bull Appendix 1 - Draft OBC

bull Appendix 2- Core Non-core and Retained Services

125 BACKGROUND PAPERS

bull Report to Executive ndash 2 May 2005

bull Delegated Decision Report ndash 20 June 2008

bull OJEU Prior Information Notice

Contact Point Jay Jayasundara PFI Programme Director01983 821000 ext 6601 e-mail jayjayasundaraiowgovuk

STUART LOVEDirector of Environment amp

Neighbourhoods

COUNCILLOR EDWARD GILESCabinet Member for Environment and

Transport