EXCLUSIVE: What’s in the North West Fire and Rescue Services PFI Contract?

EXCLUSIVE: What’s in the North West Fire and Rescue Services PFI Contract?

EXCLUSIVE: What’s in the North West Fire and Rescue Services PFI Contract?

                                                               

The three boxes on the left comprise the PFI fire stations contract
The three boxes on the left comprise the PFI fire stations contract

During the 2014/15 audit I exercised a right as a local government elector in Merseyside to a copy of a contract that Merseyside Fire and Rescue Authority has, which is a PFI contract for various fire stations on Merseyside.

It also involves Cumbria County Council and Lancashire Combined Fire Authority and is with Balfour Beatty Fire and Rescue NW Limited (but other companies and organisations are also involved).

The contract is the size of a DVD, so until a decision was made today here to increase the space for this blog I haven’t been able yet to publish it in full as it comes to many gigabytes of information. It falls within the "big data" journalism category because it is a collection of pdf files that are all multi-page images (hence the large file size).

When printed off it comes to three boxes worth of contract documentation (as pictured above). I hope to publish some of the associated invoices in the future too.

The contract was agreed at a behind closed doors meeting of the Merseyside Fire and Rescue Authority in 2010. Since then discussions about it at public meetings of the Merseyside Fire and Rescue Authority have also been held behind closed doors.

I’d like to make some brief points.

  • The size, complexity and length of the contract makes it difficult to believe that councillors (whether on the Merseyside Fire and Rescue Authority or Lancashire Combined Fire Authority or Cumbria County Council) could have possibly fully understood it or its implications before agreeing to it.

    However as councillors are accountable to you the public on Merseyside, here is a list of councillors who were at the meeting that agreed it Councillors Tony Newman (Chair), Jimmy Mahon, Dave Hanratty, Sharon Sullivan, Les Byrom, Colin Strickland, Robbie Ayres, Barbara Murray, Ted Grannell, Denise Roberts, Linda Maloney, Lesley Rennie, Gerry Ellis, Martyn Barber, Steve Niblock and Eddie Clein.


  • The contract means Merseyside Fire and Rescue Authority/Merseyside Fire and Rescue Service pay amounts to a private company over decades for its fire stations at a time when its overall budget is falling. Yes, the Merseyside Fire and Rescue Authority controlled by a Labour majority decided behind closed doors to privatise a chunk of a public service (whereas considering Labour’s trade union links you’d expect Labour to do the opposite and fight to keep services in the public sector wouldn’t you?)

  • Ultimately it means taxpayer money from the council taxpayers on Merseyside (and money MFRA/MFRS receives from elsewhere) goes to fund the profits of a private company and the money was ultimately borrowed from foreign banks who pay any taxes on their profits abroad. So if they have to end up making cuts in the years to come to pay for the rising costs of this contract, it’s because of a decision they made in 2010 isn’t it (although let’s face it they’ll always try and blame any cuts on someone else such as the government)?

  • The contract details employees transferred to a private company rather than working in the public sector.

So, I’ve made an editorial decision to publish it. In the interests of openness and transparency of course!

As there are many Ordnance Survey maps included in this contract, I am obliged to include the following: Contains OS data © [unknown database] Crown copyright 2015. You can read the Open Government Licence that Ordnance Survey makes its maps available under here.

Any other copyrights existing in the work, I have deemed fall under the exception in the copyright legislation as a copy has been provided to the public (myself) and I am acknowledging Merseyside Fire and Rescue Authority as the source of the information.

It’s split into thirteen sections. In the interests of it making sense when you read it, I include a table of some of the parties and abbreviations used here.

 Position  Parties  Abbreviation
 Account Bank  Barclays Bank plc  Account Bank
 Arrangers  Dexia Crédit Local Norddeutsche Landesbank Girozentrale  Arrangers
 Authorities  Cumbria County Council Lancashire Combined Fire Authority Merseyside Fire and Rescue Authority  Authorities, each an “Authority”
 Construction Contractor  Mansell Construction Limited  Mansell
 Building Sub-Contractor  Border Construction Limited  Border
 Facility Agent  Dexia Crédit Local Norddeutsche Landesbank Girozentrale  Facility Agent
 FM Contractor  Balfour Beatty Workplace Limited  BBW
 Funders  Dexia Crédit Local Norddeutsche Landesbank Girozentrale  Funders
 Funders’ Insurance Consultants  Aon Limited Aon
 Funders’ Solicitors  Tods Murray  TM
 Funders’ Technical Advisers  Appleyards  Appleyards
 Guarantor  Balfour Beatty plc  BBplc
 Hedging Counterparties  Dexia Nord LB  Hedging Counterparties, each a “Hedging Counterparty”
 Holding Company  Balfour Beatty Fire and Rescue NW Holdings Limited  HoldCo
 Independent Certifier  Gleeds Management Services Limited  Independent Certifier
 Intermediate Company  Balfour Beatty Fire and Rescue NW Intermediate Limited  InterCo
 Model Auditor [TBC]  Model Auditor
 Parallel Loan Counterparty  Balfour Beatty Infrastructure Holdings Limited  BBIHL
 Project Co’s Solicitors  Ashfords LLP  Ashfords
 Project Company  Balfour Beatty Fire and Rescue NW Limited  ProjCo
 Project Co’s Insurance Advisers  Jardine Lloyd Thomson Limited  JLT
 Security Trustee  Dexia Management Services Limited  Security Trustee
 Shareholder/Stockholder  Balfour Beatty Infrastructure Investments Limited  BBIIL
 Sponsor  Balfour Beatty Capital Limited  BBCap
 Consultant  Ove Arup & Partners Limited  Arup
 Consultant  Blue Sky Design Services Limited  Blue Sky
 Consultant  Seymour Harris Limited  Seymour Harris

So here’s the contract itself, I hope somebody out there appreciates it and finds this useful!

Index of documents (30 pages)

Section 1 Project Agreement and Schedules

1.1 Project Agreement (North West Fire and Rescue Services PFI Project) (205 pages)

1.2.1 Schedule 1 (Authorities Requirements) (1,655 pages)

1.2.2 Schedule 2 (Contractor’s Proposals) (106 pages)

1.2.3 Schedule 3 (Change in Law – Contractor’s Share) (3 pages)

1.2.4 Schedule 4 (Stations) (10 pages)

1.2.5 Schedule 5 (Completion Requirements) (6 pages)

1.2.6 Schedule 6 (Payment Mechanism) (96 pages)

1.2.7 Schedule 7 (Collateral Warranty) (37 pages)

1.2.8 Schedule 8 (Review Procedure) (24 pages)

1.2.9 Schedule 9 (Prohibited Materials) (3 pages)

1.2.10 Schedule 10 (Liaison Procedure) (5 pages)

1.2.11 Schedule 11 (Employee Information and Warranted Data) (61 pages)

1.2.12 Schedule 12 (Relevant Discharge Terms) (3 pages)

1.2.13 Schedule 13 (Title Deeds) (4 pages)

1.2.14 Schedule 14 (Insurances) (22 pages)

1.2.15 Schedule 15 (Authorities Policies) (6 pages)

1.2.16 Schedule 16 (Financing Agreements) (6 pages)

1.2.17 Schedule 17 (Project Documents and Ancillary Documents) (4 pages)

1.2.18 Schedule 18 (Code Dispute Resolution Procedure) (7 pages)

1.2.19 Schedule 19 (Anti Discrimination Requirements) (4 pages)

1.2.20 Schedule 20 (Confidential Information and Commercially Sensitive Information) (6 pages)

1.2.21 Schedule 21 (Bulk Transfer Terms) (6 pages)

1.2.22 Schedule 22 (Planning Conditions) (9 pages)

1.2.23 Schedule 23 (Change Protocol) (52 pages)

1.2.24 Schedule 24 (Surveys) (15 pages)

1.2.25 Schedule 25 (Decant Protocol) (12 pages)

1.2.26 Schedule 26 (Replies to Enquiries, Questionnaires and Clarifications) (856 pages)

1.2.27 Schedule 27 (Existing Building Plans) (22 pages)

1.2.28 Schedule 28 (Site Assumptions) (24 pages)

1.2.29 Schedule 29 (Site Plans) (36 pages)

1.2.30 Schedule 30 (Party Wall Awards) (4 pages)

1.3 Annex 1 (Base Case) (2 pages)

2. Construction Documents

2.1 Building Contract (461 pages)

2.2 Building Contract Guarantee (7 pages)

2.3 Building Contractor Collateral Warranty (10 pages)

2.4 Building Parallel Loan Agreement (8 pages)

2.5.1 Blue Sky Collateral Warranty to ProjCo (8 pages)

2.5.2 Blue Sky Collateral Warranty to ProjCo (8 pages)

2.5.3 Blue Sky Collateral Warranty to Authorities (9 pages)

2.5.4 Blue Sky Collateral Warranty to Authorities (7 pages)

2.5.5 Blue Sky Collateral Warranty to Mansell (7 pages)

2.5.6 Blue Sky Appointment (244 pages)

2.5.7 Blue Sky Appointment (157 pages)

2.6.1 Seymour Harris Collateral Warranty to ProjCo (8 pages)

2.6.2 Seymour Harris Warranty to Authorities (7 pages)

2.6.3 Seymour Harris Appointment (259 pages)

2.7.1 Arup Collateral Warranty to ProjCo (Mansell) (8 pages)

2.7.2 Arup Collateral Warranty to ProjCo (Border) (15 pages)

2.7.3 Arup Collateral Warranty to Authorities (Mansell) (18 pages)

2.7.4 Arup Collateral Warranty to Authorities (Border) (14 pages)

2.7.5 Arup Collateral Warranty to Mansell (14 pages)

2.7.6.1 Arup Appointment (Mansell) (269 pages)

2.7.6.2 Arup Appointment (Mansell)

2.7.7.1 Arup Appointment (Border) (164 pages)

2.7.7.2 Counterpart in respect of the Arup Appointment (Border) (164 pages)

2.8 Independent Certifiers’ Deed of Appointment (56 pages)

2.9.1 Independent Certifiers’ Warranty to Construction Contractor and Border (7 pages)

2.9.2 Independent Certifiers’ Warranty to Border (7 pages)

2.10 Building Sub-Contract (259 pages)

2.11 Collateral Warranty from Border to Authorities (9 pages)

2.12 Collateral Warranty from Border to ProjCo (9 pages)

3. Facilities Management

3.1 FM Contract (457 pages)

3.2 FM Agreement Guarantee (6 pages)

3.3 FM Contractor’s Collateral Warranty (9 pages)

3.4 Independent Certifiers’ Warranty to the FM Contractor (7 pages)

3.5 FM Contractor Parallel Loan Agreement (8 pages)

4. Funding Documents

4.1 Loan Facilities Agreement (213 pages)

4.2 Funders PA Direct Agreement (30 pages)

4.3 Construction Direct Agreement (42 pages)

4.4 FM Direct Agreement (48 pages)

4.6 Accounts Mandate Agreement (32 pages)

4.7 Bank account mandates and specimen signatures (as referred to in Account Bank Agreement) (46 pages) (not included)

4.8 Security Trust and Intercreditor Deed (48 pages)

4.9 Noteholder Subscription Agreement (17 pages)

4.10 ProjCo Loan Note Instrument (23 pages)

4.11.1 Hedging Agreements (including ISDA schedules) (31 pages)

4.11.2 Hedging Agreements (including ISDA schedules) (33 pages)

4.12 Agency Fee Letter (2 pages)

4.13 Arrangement Fee Letter (2 pages)

4.14 Equity Guarantee (11 pages)

4.15 InterCo Loan Note Instrument (23 pages)

5. Security Documents

5.1 HC Debenture and Share Charge (24 pages)

5.2 Borrower Debenture (28 pages)

5.3.1.1 Notice of Charge and assignment to ACE European Group Limited (2 pages)

5.3.1.2 Notice of Charge and assignment to ACE European Group Limited (2 pages)

5.3.2.1 Notice of Charge and assignment to QBE Insurance (Europe) Limited (2 pages)

5.3.2.2 Acknowledgement of QBE Insurance (Europe) Limited (2 pages)

5.3.3 Notice of Charge and assignment to Arup Limited (1 page)

5.3.4 Notice of Charge and assignment to Blue Sky (1 page)

5.3.4.2 Acknowledgement of Blue Sky (1 page)

5.3.5 Notice of Charge and assignment to Lloyds Syndicate 3210 (2 pages)

5.3.6 Notice of Charge and assignment to Royal and Sun Alliance Insurance Plc (2 pages)

5.3.7.1 Notice of Charge and assignment to Chartis Insurance (UK) Limited (2 pages)

5.3.7.2 Acknowledgement of Chartis Insurance (UK) Limited (2 pages)

5.3.8.1 Notice of Charge and assignment to Independent Certifier (1 page)

5.3.8.2 Acknowledgement of Independent Certifier (1 page)

5.3.9 Notice of Charge and assignment to Liberty Mutual Insurance Europe Limited (2 pages)

5.3.10 Notice of Charge and assignment to CNA Insurance Company Limited (2 pages)

5.3.11 Notice of Charge and Acknowledgement of Charge BBIIL (2 pages)

5.3.12 Notice of Charge and Acknowledgement of Charge – InterCo (2 pages)

5.3.13 Notice of Charge and Acknowledgement of Charge – BBplc (2 pages)

5.3.14 Notice to Counterparty & Acknowledgement of Counterparty – BB plc (2 pages)

5.3.15 Notice to Counterparty & Acknowledgement of Counterparty – ProjCo (2 pages)

5.3.16 Notice to Counterparty & Acknowledgement of Counterparty – HoldCo (2 pages)

5.3.16 Notice to Counterparty & Acknowledgement of Counterparty – InterCo (2 pages)

5.3.17 Notice to Counterparty & Acknowledgement of Counterparty – BBIIL (2 pages)

5.3.18 Notice to Counterparty & Acknowledgement of Counterparty – BBplc (2 pages)

5.3.19 Notice to Counterparty & Acknowledgement of Counterparty – ProjCo (2 pages)

5.3.20 Notice to Counterparty & Acknowledgement of Counterparty – BBIIL (2 pages)

5.3.21 Notice of Charge & Acknowledgement of Charge – HoldCo (2 pages)

5.3.22 Notice of Charge & Acknowledgement of Charge – Norddeutsche Landesbank Girozentrale (2 pages)

5.3.23 Notice of Charge & Acknowledgement of Charge – Mansell (4 pages)

5.3.24 Notice of Charge & Acknowledgement of Charge – Dexia Credit Local (2 pages)

5.3.25 Notice of Charge & Acknowledgement of Charge – Border (2 pages)

5.4.1.1 Companies House forms and Evidence of Application of Registration in respect of HoldCo (1 page)

5.4.1.2 Companies House forms and Evidence of Application of Registration in respect of HoldCo (1 page)

5.4.2.1 Companies House forms and Evidence of Application of Registration in respect of InterCo (1 page)

5.4.2.2 Companies House forms and Evidence of Application of Registration in respect of InterCo (Mortgage Details) (1 page)

5.4.3.1 Companies House forms and Evidence of Application of Registration in respect of ProjCo (9 pages)

5.4.3.2 Companies House forms and Evidence of Application of Registration in respect of ProjCo (Mortgage Details) (1 pages)

5.5.1 Executed stock transfer form relating to shares in ProjCo in favour of Security Trustee (2 pages)

5.5.2 Executed stock transfer form relating to shares in InterCo in favour of Security Trustee (2 pages)

5.6.1 Share Certificate of ProjCo (2 pages)

5.6.2 Share Certificate of InterCo (2 pages)

5.7 Intermediate Debenture (24 pages)

6. Corporate Documents

6.1 Shareholders Agreement (47 pages)

6.2 Formalities Certificate of ProjCo exhibiting the Memorandum and Articles of Association, the board minutes authorising the entering into the transaction and the relevant written resolutions (49 pages)

6.3 Formalities Certificate of HoldCo exhibiting the Memorandum and Articles of Association, the board minutes authorising the entering into the transaction and the relevant written resolutions (49 pages)

6.4 Formalities Certificate of InterCo exhibiting the Memorandum and Articles of Association (and Memorandum on change of name, if applicable), the board minutes authorising the entering into the transaction and the relevant written resolutions (49 pages)

6.5 Formalities Certificate of BBIIL exhibiting the Memorandum and Articles of Association (and Memorandum on change of name, if applicable) and the board minutes authorising the entering into the transaction (45 pages)

6.6 Formalities Certificate of BBIHL exhibiting the Memorandum and Articles of Association (and Memorandum on change of name, if applicable) and the board minutes authorising the entering into the transaction (29 pages)

6.7 Formalities Certificate of BBplc exhibiting the Memorandum and Articles of Association (and Memorandum on change of name, if applicable) and the board minutes authorising the entering into the transaction (108 pages)

6.8 Formalities Certificate of Mansell (and Memorandum on change of name, if applicable) exhibiting the Memorandum and Articles of Association and the board minutes authorising the entering into the transaction (34 pages)

6.9 Formalities Certificate of BBW (and Memorandum on change of name, if applicable) exhibiting the Memorandum and Articles of Association and the board minutes authorising the entering into the transaction (32 pages)

6.10 Board minutes for Border (3 pages)

6.11 Certified copy Power of Attorney for ProjCo (4 pages)

6.12 Certified copy Power of Attorney for HoldCo (2 pages)

6.13 Certified copy Power of Attorney for InterCo (3 pages)

6.14 Certified copy Power of Attorney for BBIIL (5 pages)

6.15 Certified copy Power of Attorney for BBIHL (5 pages)

6.16 Certified copy Power of Attorney for BBplc (5 pages)

6.17 Certified copy Power of Attorney for Mansell (2 pages)

6.18 Certified copy Power of Attorney for BBW (3 pages)

7. Authorities Documents

7.1.1 LCGA Certificate from Cumbria County Council in respected of the Project Agreement and the Funders’ Direct Agreement, and certificate of relevant officer certifying signatories of LGCA Certificates. (13 pages)

7.1.2 LCGA Certificate from Lancashire Combined Fire Authority in respected of the Project Agreement and the Funders’ Direct Agreement, and certificate of relevant officer certifying signatories of LGCA Certificates. (9 pages)

7.1.3 LCGA Certificate from Merseyside Fire and Rescue Authority in respected of the Project Agreement and the Funders’ Direct Agreement, and certificate of relevant officer certifying signatories of LGCA Certificates. (9 pages)

7.2.1 Certified copy of resolution of Cumbria County Council approving (1) execution of Project Documents and authorising signatories and (2) full business case. (17 pages)

7.2.2 Certified copy of resolution of Lancashire Combined Fire Authority approving (1) execution of Project Documents and authorising signatories and (2) full business case. (3 pages)

7.2.3 Certified copy of resolution of Merseyside Fire and Rescue Authority approving (1) execution of Project Documents and authorising signatories and (2) full business case. (5 pages)

7.3.1 Certificate of the relevant officer of each Authority: (a) setting out names and specimen signatures; and (b) confirming that resolutions in full force and effect (23 pages)

7.3.2 Certificate of the relevant officer of each Authority: (a) setting out names and specimen signatures; and (b) confirming that resolutions in full force and effect (8 pages)

7.3.3 Certificate of the relevant officer of each Authority: (a) setting out names and specimen signatures; and (b) confirming that resolutions in full force and effect (10 pages)

7.4 Certified copy letter from DCLG containing approval of the Project and full business case. (1 page)

7.5.1 Written confirmation from Cumbria County Council certifying that no claim has been made or threatened against them for breach of procurement duty/Directive in relation to the tender process (1 page)

7.5.2 Written confirmation from Lancashire Combined Fire Authority certifying that no claim has been made or threatened against them for breach of procurement duty/Directive in relation to the tender process (1 page)

7.5.3 Written confirmation from Merseyside Fire and Rescue Authority certifying that no claim has been made or threatened against them for breach of procurement duty/Directive in relation to the tender process (1 page)

7.6.1 A Certificate of an Executive Director of Cumbria County Council together with, inter alia, copies of the “Alcatel” letters sent to unsuccessful bidders (4 pages)

7.6.2 A Certificate of an Executive Director of Lancashire Combined Fire Authority together with, inter alia, copies of the “Alcatel” letters sent to unsuccessful bidders (4 pages)

7.6.3 A Certificate of an Executive Director of Merseyside Fire and Rescue Authority together with, inter alia, copies of the “Alcatel” letters sent to unsuccessful bidders (4 pages)

7.7.1 Certified copy of the current text of each Authority’s Standing Orders and Financial Instructions (71 pages)

7.7.2 Certified copy of the current text of Lancashire Combined Fire Authority’s Standing Orders and Financial Instructions (94 pages)

7.7.3 Certified copy of the current text of Merseyside Fire and Rescue Authority’s Standing Orders and Financial Instructions (98 pages)

8. Land Documents

8.12.1 Certificate in respect of the Site at Bootle & Netherton (54 pages)

8.1.1 Certificate in respect of the Site at Carlisle East (49 pages)

8.1.2 Questionnaire in respect of the Site at Carlisle East (20 pages)

8.2.1 Certificate in respect of the Site at Carlisle West (61 pages)

8.2.2 Questionnaire in respect of the Site at Carlisle West (35 pages)

8.3.1 Certificate in respect of the Site at Patterdale (61 pages)

8.3.2 Questionnaire in respect of the Site at Patterdale (15 pages)

8.4.1 Certificate in respect of the Site at Penrith (83 pages)

8.4.2 Questionnaire in respect of the Site at Penrith (59 pages)

8.5.1 Certificate in respect of the Site at Workington (50 pages)

8.5.2 Questionnaire in respect of the Site at Workington (15 pages)

8.6.1 Certificate in respect of the Site at Blackburn (73 pages)

8.6.2 Questionnaire in respect of the Site at Blackburn (17 pages)

8.7.1 Certificate in respect of the Site at Burnley (48 pages)

8.7.2 Questionnaire in respect of the Site at Burnley (14 pages)

8.8.1 Certificate in respect of the Site at Chorley (54 pages)

8.8.2 Questionnaire in respect of the Site at Chorley (14 pages)

8.9.1 Certificate in respect of the Site at Fleetwood (56 pages)

8.9.2 Questionnaire in respect of the Site at Fleetwood (15 pages)

8.10.1 Certificate in respect of the Site at Belle Vale (50 pages)

8.10.2 Questionnaire in respect of the Site at Belle Vale (14 pages)

8.11.1 Certificate in respect of the Site at Birkenhead (83 pages)

8.11.2 Questionnaire in respect of the Site at Birkenhead (17 pages)

8.12.1 Certificate in respect of the Site at Bootle & Netherton (54 pages)

8.12.2 Questionnaire in respect of the Site at Bootle & Netherton (15 pages)

8.13.1 Certificate in respect of the Site at Formby (47 pages)

8.13.2 Questionnaire in respect of the Site at Formby (12 pages)

8.14.1 Certificate in respect of the Site at Kirkdale (52 pages)

8.14.2 Questionnaire in respect of the Site at Kirkdale (14 pages)

8.15.1 Certificate in respect of the Site at Kirkdale (Temporary Site) (51 pages)

8.15.2 Questionnaire in respect of the Site at Kirkdale (Temporary Site) (13 pages)

8.16.1 Certificate in respect of the Site at Newton-le-Willows (63 pages)

8.16.2 Questionnaire in respect of the Site at Newton-le-Willows (15 pages)

8.17.1 Certificate in respect of the Site at Southport (56 pages)

8.17.2 Questionnaire in respect of the Site at Southport (15 pages)

8.18.1 Certificate in respect of the Site at Southport (Temporary Site) (63 pages)

8.18.2 Questionnaire in respect of the Site at Southport (Temporary Site) (16 pages)

9. Insurance Documents

9.1 Broker’s letter of undertaking to Authorities (116 pages)

9.2 Broker’s letter of undertaking to Funders (113 pages)

9.3 Funders’ Insurance Consultant’s Report (46 pages)

9.4 Funders’ Insurance Consultant’s Engagement letter (13 pages)

10. Legal Opinions and Miscellaneous Documents

10.1 Legal opinion of Ashfords LLP on capacity of each Obligor to enter into the Transaction Documents to which each is a party and on the due execution of such Transaction Documents by the relevant obligor. (22 pages)

10.2 Legal opinion of Tods Murray on the enforceability of the financing documents under English law (9 pages)

10.3 Legal opinion of each of:

  • BBIIL;
  • BB;
  • Mansell;
  • BBW; and
  • BBIHL

in-house counsel on capacity of BBIIL, BB, Mansell, BBW and BBIHL to enter into the Transaction Documents to which each is respectively a party, the due execution of those Transaction Documents and on the enforceability of the Transaction Documents. (9 pages)

10.4 Model Auditor’s Report (9 pages)

10.5 Engagement letter of Model Auditor (14 pages)

10.6 Technical Advisor’s Report (296 pages)

10.7 Engagement letter of Funders’ Technical Advisor (27 pages)

10.8 Financial Model (xls format)

10.9 Financial Model (xlsm format)

10.10 Confirmation that Lenders’ CPs have been met or waived (4 pages)

CP3 Consent of Officer of ProjCo (3 pages)

CP4a Evidence of BBIIL taking share subscriptions in HoldCo (4 pages)

CP4b Evidence of HoldCo taking share subscriptions in InterCo and ProjCo (6 pages)

Written evidence of the accounts opened with the Accounts Bank (1 page)

CP17.1.1a The audited financial statements of Balfour Beatty plc (158 pages)

CP21 VAT registration certificate (3 pages)

11. Conformed Copies of Project Agreement and Schedules

11.1 Project Agreement (main body) (213 pages)

11.2.3 Schedule 3 (Change in Law – Contractor’s Share) (2 pages)

11.2.4 Schedule 4 (Stations) (9 pages)

11.2.5 Schedule 5 (Completion Requirements) (5 pages)

11.2.6 Schedule 6 (Payment Mechanism) (98 pages)

11.2.7 Schedule 7 (Collateral Warranty) (36 pages)

11.2.8 Schedule 8 (Review Procedure) (23 pages)

11.2.9 Schedule 9 (Prohibited Materials) (2 pages)

11.2.10 Schedule 10 (Liaison Procedure) (4 pages)

11.2.12 Schedule 12 (Relevant Discharge Terms) (2 pages)

11.2.13 Schedule 13 (Title Deeds) (3 pages)

11.2.14 Schedule 14 (Insurances) (21 pages)

11.2.15 Schedule 15 (Authorities Policies) (5 pages)

11.2.16 Schedule 16 (Financing Agreements) (5 pages)

11.2.17 Schedule 17 (Project Documents and Ancillary Documents) (3 pages)

11.2.18 Schedule 18 (Code Dispute Resolution Procedure) (6 pages)

11.2.19 Schedule 19 (Anti Discrimination Requirements) (3 pages)

11.2.20 Schedule 20 (Confidential Information and Commercially Sensitive Information) (5 pages)

11.2.21 Schedule 21 (Bulk Transfer Terms) (5 pages)

11.2.22 Schedule 22 (Planning Conditions) (8 pages)

11.2.23 Schedule 23 (Change Protocol) (51 pages)

11.2.24 Schedule 24 (Surveys) (14 pages)

11.2.25 Schedule 25 (Decant Protocol) (11 pages)

11.2.28 Schedule 28 (Site Assumptions) (23 pages)

11.2.30 Schedule 30 (Party Wall Awards) (3 pages)

12. Conformed Copies of Building Contracts and Schedules

12.1 Building Contract (main body) (458 pages)

13. Confirmed Copies of FM Agreement and Schedules

13.1 FM Agreement (main body and Schedules 1 – 5 and 7 – 29) (391 pages)

13.2 FM Agreement Schedule 6 (FM Payment Mechanism) (53 pages)


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REVEALED: Minutes of the “secret” public meeting that privatised 7 of Merseyside’s fire stations

REVEALED: Minutes of the "secret" public meeting that privatised 7 of Merseyside’s fire stations

REVEALED: Minutes of the “secret” public meeting that privatised 7 of Merseyside’s fire stations

                                                  

A long time ago, in a county far,
far away….

It is a period of strife.
The rebel Conservative
and Lib Dem parties,
have won their first General
Election victory against
the Labour government.

During the battle, rebel
parties managed to steal secret
plans to the Labour government’s
ultimate weapon, private finance
initiatives, a financial device
with enough power to
cause mass privatisation.

Pursued by no one,
John Brace races home aboard a train,
with the secret plans that show
the Merseyside people which Labour
councillors signed up to this.


A long time ago there was a public meeting of the Merseyside Fire and Rescue Authority. This meeting took place on Tuesday 21st September 2010. However you won’t find this meeting on Merseyside Fire and Rescue Authority’s website and even the minutes of this meeting are on the instructions of councillors are to be kept a big secret.

So for the first time, in an exclusive for this blog here are partial minutes of that meeting when councillors agreed to a massive PFI contract for many of Merseyside’s fire stations (Belle Vale, Birkenhead, Bootle & Netherton, Formby, Kirkdale, Newton Le Willows & Southport). Merseyside Fire and Rescue Authority would pay the PFI contractor not just for rebuilding these fire stations, but for running these fire stations for many years after. The payments to the contractors made by Merseyside Fire and Rescue Authority increase each year under a formula linked to the rise in the Retail Price Index. The contracts that councillors agreed to at the meeting below make up the first three boxes on the left of the photo below.

The three boxes on the left comprise the PFI fire stations contract
The three boxes on the left comprise the PFI fire stations contract

NOT FOR PUBLICATION

This report contains EXEMPT information by virtue of paragraph 3 of Part 1 of Schedule 12A to the Local Government Act 1972

MERSEYSIDE FIRE AND RESCUE AUTHORITY

SPECIAL MEETING

21st September 2010

PRESENT: Councillors Tony Newman (Chair), Jimmy Mahon, Dave Hanratty, Sharon Sullivan, Les Byrom, Colin Strickland, Robbie Ayres, Barbara Murray, Ted Grannell, Denise Roberts, Linda Maloney, Lesley Rennie, Gerry Ellis, Martyn Barber, Steve Niblock and Eddie Clein.

Apologies for absence were received from: Councillors Jimmy Kendrick and Andrew Blackburn Independent Member Keith Pickup


1. Preliminary Matters

The Authority considered if there were any declarations of interest, matters of urgency or items that may require the exclusion of the press and public because of the possibility of the disclosure of exempt information.

(a) The following declarations of interest were made in relation to items of business on the agenda:

  • Councillors Linda Maloney and Robbie Ayres declared an interest in Agenda Item 3 – CFO/138/10 – PFI Project Final Sign Off, as they both sit on St Helens Council Planning Committee.

    Councillor Mahon also declared an interest to this item as he sits on Sefton Council’s Planning Committee.

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(c) the following items of business required the exclusion of the press and public because of the possibility of the disclosure of exempt information:

  • Agenda Item 3 – CFO/138/10 – PFI Project Final Sign Off.
    This report contains EXEMPT information by virtue of paragraph 3 of Part 1 of Schedule 12A to the Local Government Act 1972.
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2. Minutes of the Previous Meeting

The minutes of the previous meeting of the Authority, held on 24th June 2010 were approved as a correct record and signed accordingly by the Chair.

3. PFI Project Presentation

It was requested by the Assistant Chief Executive & Treasurer that Mr Skarratts – Fire Brigades Union representative be permitted to stay for the presentation and discussion of this item.

The Assistant Chief Executive and Treasurer and Mr. Schofield – PFI Project Manager gave a Power Point presentation to the Authority explaining the history of the Project from conception to the current day.

During the presentation Members were asked if they had a preference when building work was to commence as the building trade closes down for two weeks over the Christmas period.

Resolved that:

(a) Members had no preference when the building work was to commence as it would seem pointless to start work mid December then to close it down again.

(b) Noted that Balfour Beatty had confirmed they would do their utmost to drive the work forward to catch up and meet the deadline.

4. PFI Project Final Sign Off
(CFO/138/10)

This Minute is EXEMPT under paragraph 3 of Part 1 of Schedule 12A to the Local Government Act 1972.

Members considered Report CFO/138/10 of the Assistant Chief Executive & Treasurer concerning the Final Sign Off of the North West Fire & Rescue Services Private Finance Initiative Project.

Resolved that:

(a) The Final Business Case be noted and endorsed, and its submission to CLG be approved;

(b) Arrangements for the North West Fire & Rescue Services PFI Project be approved on the basis of the financial terms and general principles contained within the report;

(c) The execution of the following documents (collectively known as “the Agreements”) be authorised:

  • The Project Agreement and its Schedules, being the principal agreement to be entered into between the Authority, Cumbria County Council and Lancashire Combined Fire Authorities (“the Authorities”) and Balfour Beatty Fire and Rescue NW Limited (“Project Co.”);
  • The Direct Agreement, being the agreement entered into between the Authorities, Nord LB and Dexia (“the Funders”) and Project Co. (“the Direct Agreement”);
  • The Collateral Agreements to be entered into between the parties set out below:

    – The Authorities, Mansell Construction Services and Project Co.;

    – The Authorities, Border Construction and Project Co.;

    – The Authorities, Balfour Beatty Workplace and Project Co.;

    – The Authorities, Blue Sky Architects and Project Co.;

    – The Authorities, and any other principal building sub-contractors or relevant members of the professional team; and

    – Any other Collateral Agreements required under the terms of the Project Agreement.

  • The Independent Certifier Deed of Appointment to be entered into between the Authorities, Project Co., the Funders and Gleeds;
  • The Co-operation Agreement being the agreement being entered into between (1) the Authority, (2) Cumbria County Council, and (3) Lancashire Combined Fire Authority in relation to the relationship between the Authorities for the duration of the Project (“the Co-operation Agreement”); and
  • Any other agreements, certificates, acknowledgements, waivers, notices, letters or other documents incidental to the documents listed above or otherwise necessary or desirable in connection with the Project.

(d) The Assistant Chief Executive & Treasurer (Kieran Timmins), or in his absence, the Director of Finance (Ian Cummins), be authorised to certify that the following contracts are intra vires in accordance with the Local Government (Contracts) Act 1997:

  • the Project Agreement and its Schedules; and
  • the Direct Agreement

(e) the Chief Executive & Chief Fire Office (Anthony McGuirk) or the Deputy Chief Executive & Deputy Chief Fire Officer (Michael Hagan) or the Assistant Chief Fire Office (Daniel Stephens) or the Assistant Chief Executive & Treasurer (Kieran Timmins) or the Director of Legal Services and Monitoring Office (Janet Henshaw) or the Deputy Clerk (Sarah Bourne) be authorised to execute the Agreements under seal on behalf of the Authority and agree that their execution of the Agreements should conclusively demonstrate approval by the Authority of the Agreements in their final form;

(f) the Chief Executive & Chief Fire Officer (Anthony McGuirk) or the Deputy Chief Executive & Deputy Chief Fire Officer (Michael Hagen) or the Assistant Chief Fire Officer (Daniel Stephens) or the Assistant Chief Executive & Treasurer (Kieran Timmins) or the Director of Legal Services and Monitoring Office (Janet Henshaw) or the Deputy Clerk (Sarah Bourne) (“the Relevant Officers”) as appropriate be authorised to take all necessary action in connection with the agreements, in consultation with Dickinson Dees LLP, the Authority’s legal advisers in relation to this Project; and in consultation with the Chairman of the Authority, or in his absence, the Deputy Chairman of the Authority;

(g) the Authority will indemnify any of the Relevant Officers in respect of any claims and costs relating to the contract arragements, provided that the Relevant Officer has acted reasonably and within the ordinary course of their duties.

(h) the Authority request the PFI Project Team to monitor the use of local economy and report back.

(i) Members placed their appreciation on record to the PFI Project Team for seeing the project through for the Authority.

(j) the Chief Executive & Chief Fire Officer placed his thanks on behalf of Officers to the Authority for supporting the PFI Project.

(k) noted that Kensington Fire Station was now complete; and

(l) requested information regarding Toxteth Community Hubs to be circulated to Members.

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Date of Next Meeting

Thursday 30th December 2010.


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