o

ASSOCIATED BRITISH PORTS: AYR, BARROW, BARRY, CARDIFF, FLEETWOOD, GARSTON, GOOLE, GRIMSBY, HULL, IMMINGHAM, IPSWICH, KING’S LYNN, LOWESTOFT, NEWPORT, PLYMOUTH, PORT TALBOT, SILLOTH, SOUTHAMPTON, SWANSEA, TEIGHMOUTH AND TROON.

ASSOCIATED BRITISH PORTS HULL & GOOLE RIVERSIDE HOUSE KING GEORGE DOCK HULL HU9 5PS

TELEPHONE: +44 (0)1482 327171 FACSIMILE: +44 (0)1482 608572

email: hull@abports.co.uk www.abports.co.uk

East Riding of Yorkshire Council County Hall Beverley HU17 9BA For the attention of Mr Stephen Silvester Inward Investment Project Manager OUR REF YOUR REF HP 12 J0007 SLT/1 6 December 2012 PDH Dear Sirs King George Dock to Paull Road-Rail Corridor Concept Design Fee Proposal This fee proposal has been prepared at the request of East Riding of Yorkshire Council and Hull City Council to prepare and evaluate a concept design for a road rail corridor between King George Dock at the Port of Hull and the development site between Saltend and the village of Paull. The scheme which covers an area of just under 3.5ha, is 2,190m long and is shown on the enclosed drawing 12/DEC/174. The object of the concept design is to confirm the viability of the scheme from a technical, consenting and cost perspective in order to support any future application for grant aid. To achieve this objective four work streams have been identified which are an Engineering concept design, preliminary Site Investigation (geotechnical and land quality), Screening Assessment for environmental impacts and a scheme Cost Plan. Four separate specialist consultants have been selected for this work that have either been directly involved with the development site LDO environmental impact assessment or the development of the Green Port Hull project and who therefore have a detailed knowledge of the area and project and will be able to ensure consistency in approach and integration with these projects. Details of these consultants and their CV’s are enclosed. Proposals have been received from each of these consultants, which are enclosed with this letter, and summarised into a table detailing three options. The rationale for these options is to show the extent of work necessary to develop a scheme to fully designed tender stage and then to select a partial element of this work for the concept design. Option three therefore represents the fully developed scheme and options one and two intermediate stages. This will ensure that all work produced will be of benefit after it’s initial purpose in that it can be further developed into a full successful scheme and also to ensure that the work is robust in it’s findings. The full details of

ASSOCIATED BRITISH PORTS: AYR, BARROW, BARRY, CARDIFF, FLEETWOOD, GARSTON, GOOLE, GRIMSBY, HULL, IMMINGHAM, IPSWICH, KING’S LYNN, LOWESTOFT, NEWPORT, PLYMOUTH, PORT TALBOT, SILLOTH, SOUTHAMPTON, SWANSEA, TEIGHMOUTH AND TROON.

all the options are given here for completeness, however it is only Option 1 that is recommended to fulfil the current objective at a cost of £69,850 plus VAT. It is anticipated that if the work is commissioned prior to the year end, a completed report would be available by 31st March 2013. I hope that this proposal is of interest and would be pleased to provide any additional information required. Yours sincerely

PAUL HATLEY ENGINEERING PROJECT MANAGER HUMBER

PAULL ROAD/RAIL ACCESS CORRIDOR 06/12/2012FEASIBILTY ASSESSMENT Rev 2Comprising: Outline design, Site Investigation, Cost Plan, and EIA Screening

Option 1 Option 2 Option 3

Outline design (Alan Wood & Partners)1 Concept Design 37,500

Overview of site investigation by others.Concept design of the road/rail link.Basic level information for horizontal/vertical alignment.Concept drainage scheme.Concept design for structures and bridges/retaining walls etc.Concept lighting scheme.Concept for BP access road crossing.Initial discussions with statutory bodes.

2 Preliminary Design 75,000Preliminary design information including full vertical and horizontal alignment of road and rail track.Preliminary cut and fill quantities.Preliminary design of structures.Preliminary design of drainage with attenuation volumes/discharge points.Preliminary pavement construction specification.Preliminary lighting scheme design.

3 Tender Design 225,000The above items developed for formal tender.

4 Other ItemsTopographical Survey 3,950 3,950 3,950Stats Search and overlay onto topographiocal survey 1,250 1,250 1,250Flood Risk Assessment 1,250

Design Sub-Total 42,700 80,200 231,450

Site Investigation (ESG)Window sampling top 5m including principal soil parameters andcontamination suite.Samples at 200m centres - approx 10 samples@£475 plus interpretive report.

6,250 6,250

Samples at 50m centres - approx 40 samples@£375 plus interpretive report.

20,750

Site Investigation Sub-Total 6,250 6,250 20,750

Cost Plan (Gardiner & Theobald)Concept design Cost Plan (Confidence +/- 25%) 11,700Preliminary design Cost Plan (Confidence +/- 15%) 36,660Tender design Cost Plan (Confidence +/- 10%) 77,010

Cost Plan Sub-Total 11,700 36,660 77,010

EIA Screening (URS)Screening Assessment Report for submission to Planning Authorities for EIA screening opinion

9,200 9,200 9,200

Cost Plan Sub-Total 9,200 9,200 9,200

FEASIBILITY ASSESSMENT TOTAL 69,850 132,310 338,410

URS Infrastructure & Environment UK Limited West One, Wellington Street Leeds LS1 1BA United Kingdom Tel: +44 (0)113 204 5000 Fax: +44 (0)113 204 5001 www.ursglobal.com

URS Infrastructure & Environment UK Limited Place of Registration: England & Wales Registered Number: 880328 Registered Office: Scott House, Alençon Link, Basingstoke, Hampshire, RG21 7PP, United Kingdom

6th December 2012

Laura Morrish Associated British Ports PO Box 1 Port House Northern Gateway Hull HU9 5PQ Our Ref: Port of Hull Road/Rail Your Ref: Dear Laura Proposal – Technical Environmental Services for Port of Hull Road (and Possibly Rail) Link URS is pleased to provide technical environmental services to support an Environmental Impact Assessment (EIA) screening opinion request to Hull City Council and East Riding of Yorkshire Council in relation to the Port of Hull road (and possibly rail) link to the Paull Local Development Order (LDO) site. The scope of services we anticipate to be required are set out below, followed by a fee proposal.

Scope of Services We propose the following technical studies/ notes to support the EIA screening opinion request:

1. Extended Phase 1 Habitat Survey Report including o desk-based investigation, o site survey by an experienced ecologist in accordance with standard methodology, o mapping, and o identification of any further survey requirements or ecological constraints to construction

and/or operation;

2. Water Quality Technical Note comprising o desk-based study to identify relevant waterbodies (surface and ground water) and

potential impacts due to construction and/or operation, and o identification of any particular constraints to the development and appropriate impact

avoidance measures (e.g. construction working practices);

3. Archaeological Desk Based Assessment comprising o Historic Environment Record (HER) search, o review of available historic maps, geological information (such as British Geological

Survey maps), borehole logs etc. (we understand that a Phase I Geoenvironmental Study is being undertaken, and would request a copy of this report and associated Envirocheck report to inform the archaeological study) in order to undertake a modern disturbance review, and

o identification of any particular areas of archaeological interest and any further evaluation work that may be required;

Page: 2 of 4

4. Noise and Vibration Technical Note including

o identification of the closest noise-sensitive receptors (we assume there are no vibration-sensitive residential receptors, but would advise ABP to check there are none at Salt End),

o if necessary, quantitative noise level predictions (without modelling) for the closest receptor(s) will be made using available baseline noise data from other Port of Hull related projects in the area (gathered by URS) and road and rail traffic predictions (provided by JMP and ABP), and

o identification of appropriate impact avoidance measures (e.g. construction working practices);

5. Air Quality Technical Note including o identification of the closest air pollutant and dust sensitive receptors, o qualitative consideration of construction effects and operational traffic effects, using

available data from other Port of Hull related projects in the area, JMP and ABP (as per the noise assessment described above), and

o identification of appropriate impact avoidance measures (e.g. construction working practices).

Note that we have not allowed for any ‘off site’ road or rail impact assessment, on the assumption that road traffic on the link road will have no impact on the public highway and additional rail flows related to the rail link will be very low in the context of the total rail traffic using the Hull Docks Branch Line. No built heritage issues have been identified that require consideration so we not included any built heritage study. The closest receptor is Marfleet Conservation Area but it is considered that there is no potential for impacts. The transport assessment work undertaken for the Paull LDO Integrated Environmental Assessment has made assumptions on the volume of Heavy Goods Vehicle traffic likely to use the road link to the Port of Hull during peak hours, and this information will be provided. The transport assessment also assumed all Abnormal Loads between the Port of Hull and the LDO site would travel via the link road, but these were not quantified. We would suggest ABP would be best placed to identify the number of Abnormal Loads likely to use the new road link, if required, and also to identify the likely rail traffic flows on the new rail link, and any other road traffic that may use the road link (e.g. anticipated construction traffic flows including to/from public highways, and operational non-HGV traffic). We have therefore not included any allowance for JMP to provide any technical input to the EIA screening. As discussed, we have not allowed for any consideration of flood risk matters. As the development is over 1 ha a Flood Risk Assessment will be required to support the planning application, but is not considered to be necessary at this stage for EIA screening. The EIA screening will need to consider impacts on Public Rights of Way, but we have assumed you do not require any support on this matter. Fee Proposal The estimated fee required for the work described above is £9,200 plus VAT (charged at the prevailing rate). This is a ceiling fee – time will be charged in accordance with the hourly rates set out in Table 1 below. The ceiling fee includes an allowance for reasonably anticipated expenses (e.g. HER search fees) and time/ expenses for Neil Stephenson to attend up to two meetings at the Port of Hull.

Page: 3 of 4

Table 1: Hourly charge rates

Name (disciplines) Hourly Rate (£)

Neil Stephenson (project management) £96

Kerry Whalley (project management and water quality) £71

Annie Calder (archaeology) £62

Danny Duce (air quality) £62

Robbie Pattison (noise) £62

Jo Atkinson (ecology) £50

Gavin Eaton (water quality) £50

Brad Hall (land and water quality) £50

Gareth Bloomer £48

Clare Hughes £48

Our offer is subject to the attached Terms of Business dated 12 December 2011. We recommend that you should read the Terms of Business as they impose a number of important limitations exclusions and indemnities. We trust that the foregoing meets your requirements. Should you wish to discuss any of the above, please do not hesitate to contact Kirsty Cobb on 0113 204 5046 or Neil Stephenson on 0113 204 5045. We would be pleased to undertake the services set out in this offer. Please signify your acceptance by completing and returning the attached Acceptance Sheet or by instructing us to proceed in writing. Yours sincerely for URS Infrastructure and Environment UK Ltd

Kirsty Cobb Associate Environment & Planning URS Direct Line: +44 (0)113 204 5046 kirsty.cobb@urs.com

Page: 4 of 4

ACCEPTANCE SHEET

PROJECT INFORMATION Project name/location: Port of Hull Road/Rail Link Technical Environmental Services Job Number / Offer reference: Port of Hull Road/Rail Link Contract Value: £9,200 (ceiling fee estimate with inputs being provided on a time charge basis Date: 6

th December 2012

Client: Associated British Ports Client Address/Contact: Laura Morrish, Associated British Ports, PO Box 1, Port House, Northern Gateway, Hull HU9 5PQ ACCEPTANCE The above offer, including the URS Infrastructure & Environment UK Limited Terms of Business (dated 12 December 2011), is accepted for and on behalf of the Client. Signed: ................................................................ Name: Position: Date:

TERMS OF BUSINESS

URS INFRASTRUCTURE & ENVIRONMENT UK LIMITED

12 December 2011 Page 1 of 4

© URS Infrastructure & Environment UK Limited

1 DEFINITIONS

In the Agreement:-

“Offer” means the offer letter(s) and all of its appendices

and/or attachments (if any) issued by the Consultant to

the Client.

“Agreement” means the Offer and these Terms of Business

and the Client's acceptance thereof.

“Client” means the person to whom the Consultant sends

the Offer provided that where such person acts as an

agent, the Client shall be the principal.

“Consultant” means URS Infrastructure & Environment UK

Limited (Company No 880328).

“Services” means all the work and services (including

advice provided whether or not in writing) carried out or

to be carried out for the Client by the Consultant.

“Site” means the site (or a particular site) to which the

whole (or a particular part) of the Services relate.

2 PERFORMANCE

2.1 The Consultant shall exercise reasonable skill care and

diligence in performing the Services. Notwithstanding any

responsibilities and obligations which the Client may

have under any other contract or at law, nothing in the

Agreement or in any proposal, report or other document

is to be construed as a warranty or guarantee by the

Consultant other than to use (or to have used)

reasonable skill care and diligence.

2.2 The Consultant shall use reasonable endeavours to

perform the Services to the programme, if any, set out in

the Agreement but shall not be liable if it is unable to

perform the Services as a result of any cause beyond its

reasonable control.

2.3 The Client shall supply to the Consultant in a timely

fashion so as not to disrupt the performance of the

Services and without charge all the information and

things in the possession of the Client or any of the Client’s

agents consultants or contractors and any instructions

decisions consents approval or access to property and

use of facilities as described in (or reasonably to be

inferred from) the Agreement as necessary for the

performance of the Services by the Consultant.

3 PAYMENT

3.1 The Client shall pay the Consultant the fees set out in the

Agreement. The Client shall pay invoices in full 21 days

after the invoice date or, if the Agreement is a

“construction contract” for the purposes of Section 104 of

the Housing Grants, Construction and Regeneration Act

1996 (as amended), in accordance with Clauses 3.2 to

3.5.

3.2 The Consultant’s invoices shall become due for payment

on the date of their submission and the final date for

payment shall be 21 days thereafter.

3.3 No later than 5 days after the Consultant’s invoice

becomes due for payment, the Client shall give the

Consultant a notice (a “Payment Notice”) specifying the

sum the Client considers to have been due at the

payment due date and the basis on which that sum is

calculated.

3.4 Unless the Client has served a notice under Clause 3.5, it

shall pay the Consultant the sum referred to in the

Payment Notice or, it the Client did not issue a Payment

Notice, the sum referred to in the Consultant’s invoice

(the “Notified Sum”) on or before the final date for

payment of each invoice.

3.5 If the Client intends to pay less than the Notified Sum, the

Client may notify the Consultant not later than 14 days

before the final date for payment of the amount it

considers to be due and the basis on which that sum is

calculated.

3.6 In the event of late payment, the Client shall pay interest

at the statutory rate pursuant to the Late Payment of

Commercial Debts (Interest) Act 1998. The Client shall

pay all debt collection fees (including legal fees) and

costs whatsoever incurred by the Consultant in collecting

the fees. All sums due under the Agreement are

exclusive of Value Added Tax, the amount of which shall

be paid by the Client to the Consultant at the rate and in

the manner prescribed by law.

4 ADDITIONAL WORK

If the Consultant is instructed by or on behalf of the Client

to carry out additional work to that stated in the Offer or

such work is necessary in the circumstances and/ or

suffers delay or disruption in the performance of the

Services for reasons beyond the Consultant’s reasonable

control the Client shall make additional payment to the

Consultant in respect of the additional work carried out

and the additional resources employed and/ or the delay

or disruption suffered. The additional payment shall be

calculated on the basis of the method of assessing

payment under the Agreement, or where no such

method is set out in the Agreement, payment shall be

such sum as is agreed between the Client and the

Consultant and is reasonable in the circumstance.

5 INTELLECTUAL PROPERTY, CONFIDENTIALITY & PUBLICITY

5.1 The copyright in all drawings reports and other

documents (including material in electronic form)

prepared by the Consultant in the performance of the

Agreement shall remain vested in the Consultant. Any of

the Consultant’s know-how, techniques, or processes

used in the course of carrying out the Services are

confidential to the Consultant. The Client shall not

without the prior written consent of the Consultant

divulge to any party details of any confidential

information disclosed by the Consultant in the

performance of the Services.

5.2 The Client shall have a licence to copy and use only the

final drawings and other documents provided by the

Consultant, and only for the purposes and for the same

project for which they were prepared or compiled. The

Consultant shall not be liable for the use of such drawings

or documents other than for the purposes for which they

were provided by the Consultant. The Consultant may

on giving not less than seven days written notice revoke

this licence if the Client fails to pay in accordance with

the Agreement any fees or other amounts due under the

Agreement.

5.3 The Client shall not without the Consultant’s prior written

agreement provide to any third party or publish on any

website the whole or any part any drawing report or

other document prepared by the Consultant in the

performance of the Agreement.

TERMS OF BUSINESS

URS INFRASTRUCTURE & ENVIRONMENT UK LIMITED

12 December 2011 Page 2 of 4

© URS Infrastructure & Environment UK Limited

5.4 The Consultant may reproduce for reasonable publicity

purposes any photographs taken and drawings prepared

by it in the performance of the Services. The Client will

consult with the Consultant when issuing publicity which

concerns the Services. The Consultant shall not use any

information that the Client has stated in writing to be

confidential.

6 THE CONSULTANT'S LIABILITY

6.1 Notwithstanding anything to the contrary in the

Agreement, the total liability of the Consultant (other

than for personal injury or death resulting from

negligence) under or in connection with the Agreement

howsoever arising whether in contract or in tort, in

negligence, for breach of statutory duty or otherwise shall

be limited to and not exceed in aggregate £100,000 or

ten times the total fee due under the Agreement,

whichever is the greater.

6.2 Subject to Clause 6.1 which may operate to extinguish or

reduce the liability of the Consultant under this Clause

6.2, the Consultant's liability under or in connection with

the Agreement in respect of any claim or series of claims

arising out of one occurrence or series of occurrences

whether in contract or in tort, in negligence, for breach of

statutory duty or otherwise shall be limited to the least of

the following amounts:

(i) the greater of (a) the reasonable direct cost incurred

by the Client in carrying out corrective works

(including but not limited to demolition and/or

reconstruction and/or repair of physical damage

and/or clean-up works) directly resulting from

defective performance of the Services (excluding for

the avoidance of doubt any of the following losses

incurred by the Client whether direct or indirect: lost

profits, wasted management time, cost of delay,

increased supervision costs, professional fees,

contractor and other third party costs and claims,

diminution in value, financing charges, or financial

loss) together with the element of the Consultant’s fee

charged for the performance of the defective part or

parts of the Services; and (b) five times the element of

the Consultant’s fee charged for the performance of

the defective part or parts of the Services;

(ii) the amount if any recoverable by the Consultant by

way of indemnity against the claim or claims in

question under any professional indemnity insurance

taken out by the Consultant and in force at the time

that the claim or claims or (if earlier) circumstances

that may give rise to the claim or claims is or are

reported to the insurers in question. This limitation shall

not apply if no such amount is recoverable due to the

Consultant having been in breach of his obligation

under clause 6 or of the terms of any insurance

maintained in accordance therewith or having failed

in due time to report the claim or such circumstances

to the insurers in question; and

(iii)the amount of the Consultant's "Net Contribution" if

applicable: that is the amount that is determined on

the basis that the Consultant's liability is limited to that

proportion of the Client’s losses which it would be just

and equitable for the Consultant to pay having

regard to the extent of the Consultant’s responsibility

for the same and on the assumptions that: (a) all other

consultants, contractors, sub contractors, project

managers or advisers engaged in connection with the

project to which the defective part or parts of the

Services relate (the “Project”) shall have provided to

the Client contractual undertakings on terms no less

onerous than those set out in the Agreement in

respect of the carrying out of their obligations in

connection with the Project; (b) there are no

exclusions of or limitations of liability nor joint

insurance or co-insurance provisions between the

Client and any other party referred to in this sub-

clause and any such other party who is responsible to

any extent for the Client’s losses is contractually liable

to the Client for the same; and (c) all such other

consultants, contractors, sub contractors, project

managers or advisers have paid to the Client such

sum as it would be just and equitable for them to pay

having regard to the extent of their responsibility.

6.3 No action or proceedings under or arising out of or in

connection with the Agreement whether in contract or in

tort, in negligence, for breach of statutory duty or

otherwise shall be commenced by a party (a) after the

expiry of six years after the completion of the Services or

such earlier date as may be prescribed by law (b) (save

in respect of death or personal injury resulting from

negligence) at any time against any employee officer or

director of the other party.

7 INSURANCE

Provided always that such insurance is available at

commercially reasonable rates, and subject to all

exceptions, exclusions and limitations to the scope of

cover that are commonly included in such insurance at

the time it is taken out or renewed as the case may be,

the Consultant shall maintain professional indemnity and

public liability insurance. When reasonably requested to

do so the Consultant shall provide a brokers’ certificate

as evidence that such insurance is being maintained.

8 TERRORISM

The Consultant is not responsible under the Agreement or

otherwise for designing or advising on or otherwise taking

measures to prevent or mitigate the effect of any act of

terrorism or any action that may be taken in controlling,

preventing, suppressing or in any way relating to an act

of terrorism (herein called "terrorism matters") and the

liability if any of the Consultant under or in connection

with the Agreement whether in contract or in tort, in

negligence, for breach of statutory duty or otherwise for

any claim which may arise out of or in connection with

terrorism matters is excluded.

9 POLLUTION, CONTAMINATION & ASBESTOS

Unless included in the Services the Consultant is not

responsible under the Agreement or otherwise for

advising on matters which wholly, partly, directly or

indirectly arise out of or result from asbestos (including

without limitation the costs of testing for, monitoring,

abatement, mitigation, removal, remediation or disposal

of any asbestos or product or waste that contains

asbestos) or pollution and contamination (including

without limitation by naturally occurring or man-made

substances, forces or organisms or any combination of

them whether permanent or transitory and however

occurring (herein called "asbestos and pollution and

contamination matters") and the liability if any of the

Consultant under or in connection with the Agreement

whether in contract or in tort, in negligence, for breach of

statutory duty or otherwise for any claim which may arise

TERMS OF BUSINESS

URS INFRASTRUCTURE & ENVIRONMENT UK LIMITED

12 December 2011 Page 3 of 4

© URS Infrastructure & Environment UK Limited

out of or in connection with asbestos and pollution and

contamination matters is excluded.

10 INDEMNITY

The Client shall indemnify and keep indemnified the

Consultant from and against any and all claims (including

those for injury or death), demands, proceedings,

damages, costs, charges and expenses arising out of or in

connection with the Agreement in excess of the total

liability of the Consultant determined in accordance with

clause 6.1 and/or clause 6.2 and/or arising out of or in

connection with terrorism matters and/or asbestos and

pollution and contamination matters where clause 9

applies and/or which are in respect of events occurring

after the expiry of the period referred to in clause 6.3.

11 SITE OPERATIONS

11.1 In the event of any visit to a Site by the Consultant’s

personnel they shall be regarded for all purposes as

being the Client’s visitors and the Consultant shall not be

deemed to have assumed the role of occupier, or

otherwise to have assumed control of or responsibility for

the Site or any persons on it.

11.2 In undertaking any physical site works the Consultant shall

take reasonable care to minimise damage to property,

including underground services and other sub-surface

obstructions notified to the Consultant (in writing) as

being the likely position of underground services or other

obstructions.

11.3 Boreholes and other excavations, if any, undertaken by

the Consultant shall, unless the Client instructs otherwise

in writing, be backfilled with excavated material and

compacted as far as is practicable using the excavation

plant. Surplus spoil shall be heaped over the excavation

and left in a tidy condition before the Consultant leaves

site. The Consultant may dispose of drilling samples and

other test specimens, if any, upon the expiry of 28 days

after the Client has received the Consultant’s report.

11.4 To the extent the Services include reporting on ground

conditions:- the Consultant's work shall be based solely

on the soil and groundwater conditions revealed in

boreholes and excavations supplemented by site and

laboratory test results; records of water levels shall not be

taken as equilibrium conditions unless specifically noted;

and an absence of water level observations may

indicate that the hole has been sealed off by casing or

the presence of low permeability strata and does not

necessarily indicate that water is not present.

12 SUSPENSION AND TERMINATION

12.1 If the Client fails to pay the Consultant in full any amount

properly due and payable under this Agreement by the

final date for payment the Consultant (without prejudice

to its other rights and remedies) may suspend

performance of the Agreement at its sole discretion and

upon prior written notice until payment in full of the

amount due or, if the Agreement is a “construction

contract” for the purposes of Section 104 of the Housing

Grants, Construction and Regeneration Act 1996 (as

amended), suspend its performance of the Agreement

until payment in full of the Notified Sum after giving the

Client not less than seven (7) days notice in writing of the

same specifying the grounds for so doing,

12.2 Any period during which the Consultant’s performance is

suspended in pursuance of, or in consequence of the

exercise of, its right to suspend its performance shall be

disregarded in computing for the purposes of any

contractual time limit the time taken by the Consultant,

or any of the Consultant’s sub-contractors, to complete

any Services directly or indirectly affected by the exercise

of such right. The Client shall also be liable for any

reasonable amount in respect of costs and expenses

reasonably incurred by the Consultant as a result of such

suspension.

12.3 Either party may terminate performance of the

Agreement (a) at any time by giving not less than one

month's written notice to the other (b) by written notice to

the other if, within two weeks of receipt of a written

notice identifying a material breach of the Agreement by

the other, the other has not taken all reasonable steps to

rectify such breach or (c) immediately upon written

notice to the other in the event of the insolvency of the

other. In the Agreement "insolvency" shall be defined by

reference to Sections 113(2), 113(3), 113(4) and 113(5) of

the Housing Grants, Construction and Regeneration Act

1996 (as amended).

12.4 If circumstances arise for which the Consultant is not

responsible and which the Consultant considers make it

irresponsible for the Consultant to perform all or any part

of the Services the Consultant shall be entitled to

terminate the appointment or discontinue performance

of any part by giving not less than two weeks' written

notice (or immediate notice in the event of an

emergency).

12.5 Termination of the Consultant's appointment under the

Agreement shall not prejudice or affect the accrued

rights or claims of either party.

13 PERSONNEL

The Client shall not solicit (and shall procure that no

parent company or subsidiary of the Client solicits) the

services of any employee officer or director of the

Consultant without the prior written consent of the

Consultant during the term of the Agreement or for the

period of six months after the termination of the

Agreement. If during such period any such employee

officer or director of the Consultant accepts an offer of

employment made by the Client as a result of an

introduction in the course of the Agreement, the Client

shall pay to the Consultant a sum equivalent to six months

gross salary (plus bonuses) of the person concerned.

14 DISPUTES

Any dispute shall, in the first instance, be referred to the

respective Chief Executive of the Client and the

Consultant who shall attempt, in good faith, to resolve the

matter. Each party shall have the right to refer any

dispute to adjudication in accordance with the

Construction Industry Council Model Adjudication

Procedure current at the time of referral.

15 GENERAL

15.1 The Client shall not, without the written consent of the

Consultant assign or transfer any benefit or obligation

under the Agreement. The Consultant shall be free to

sub-let performance of part or all of the Services. For the

avoidance of doubt agency staff seconded to or

engaged by the Consultant shall not be deemed to be

sub-consultants.

TERMS OF BUSINESS

URS INFRASTRUCTURE & ENVIRONMENT UK LIMITED

12 December 2011 Page 4 of 4

© URS Infrastructure & Environment UK Limited

15.2 The law of England and Wales shall govern the

application and interpretation of the Agreement, and

each party submits to the jurisdiction of the courts of

England and Wales.

15.3 Nothing in the Agreement confers or purports to confer

on any third party any benefit or any right to enforce any

term of the Agreement. In particular any advice

provided by the Consultant is for the sole benefit of the

Client and may not be used or relied upon by, and the

Consultant will not readdress the same to, third parties.

15.4 Nothing in the Agreement excludes or restricts the

Consultant’s liability for death or personal injury resulting

from its negligence.

15.5 Other than any variation set out in the Client’s

acceptance of the Offer, which variation has been

accepted in writing by the Consultant, no variation to

these Terms of Business may be made without the written

agreement of the Client and the Consultant.

15.6 The Agreement constitutes the entire agreement and

understanding between the parties and supersedes any

previous agreement between the Client and the

Consultant relating to the subject matter of the

Agreement.

Neil Stephenson BSc (Hons) MSc MIEEM CEnv

C U R R I C U L U M V I T A E

DETAILS

Position

Technical Director

Discipline

Environment

Languages

English

Qualifications

• MSc Biology of Water

Resource Management

1995

• BSc Biology (Hons) 1992

• Member of the Institute of

Ecology and

Environmental

Management

• Chartered Environmental

Specialist (CEnv)

Key Skills

• Co-ordination of

Environmental Impact

Assessment

• Production and reviews of

Environmental Statements

• Expert Witness at Public

Inquiry

• Environmental legislation

• Project management

Years of Experience

20 years

URS Start Date

September 1995

SYNOPSIS

With 20 years experience of environmental management, Neil presents a breadth of professional knowledge throughout the consenting and environmental assessment process of most development categories. This includes coordinating a wide range of Environmental Impact Assessments and subsequent Environmental Statements, Strategic EIA, Sustainability Appraisals of master-plans and Appropriate Assessment under the Habitat Regulations, in addition to undertaking specialist survey, assessment, construction site supervision and monitoring works. He has experience of numerous applications under the Town and Country Planning Regulations, in addition to Order applications under the Transport and Works and Harbour Revision Acts, and of applications made under the Infrastructure Planning Commission.

Neil has been an Expert Witness at several Public Inquiries, presented at planning committees, and routinely negotiates with statutory advisors and other stakeholders or objectors. He is experienced in public exhibitions, and addressing the concerns of neighbouring land owners.

Recent projects have included the new construction and upgrading of major rail, airports, ports and highways infrastructure, together with a range of assessments of light rail transport systems, minor road schemes, drought orders and mineral, commercial, industrial and residential development.

In addition to being a Project Director for environment and consenting related projects, Neil routinely manages and coordinates environmental schemes, and is experienced in the evaluation and interpretation of specialist survey and reports associated with the planning process. He is comfortable managing large teams of people and being responsible for complicated project programmes and budgets. He integrates well with both design and construction specialists, in addition to the technical environmental disciplines with whom he works on a daily basis.

As well as representing developers, Neil and his team regularly provide services to local authorities. This includes providing independent environmental and planning advice for large-scale or contentious applications, preparing screening and scoping opinions on a routine basis, and critically reviewing Environmental Statements, but also, for example, includes preparing assessments in support of Local Development Orders as part of Enterprise Zones

Prior to joining URS in 1995, Neil worked at the National Rivers Authority (now the Environment Agency) and for the Institute of Hydrology and the Institute of Freshwater Ecology. As a Technical Director within URS, Neil now uses his experience to provide both technical and commercial management to major projects, and to help advise and support staff working on them. He can provide a single point of contact with clients, undertake reviews of work by third parties, and coordinate wider ecological and environmental contributions.

SELECTED PROFESSIONAL HISTORY

Port Development

Neil is the Project Director for a framework agreement with Hull City Council, which has most recently involved undertaking the environmental assessment and other supporting documents for a Local Development Order (as part of a regional Enterprise Zone initiative) to attract business and employment into several areas of Hull Ports.

Neil was responsible for the Hull River Bulk Handling Terminal (Associated British Ports), where in addition to being the Project Director, he provided specialist environmental and ecological input, EIA coordination and ES production associated with the Harbour Revision Order for the proposed Hull River Bulk Handling Terminal in the Humber Estuary.

Neil has also been closely involved in the Hartlepool ‘Ghost Ships’ (Hartlepool Borough Council). This project required specialist independent advice regarding permission and regulation to dismantle former US warships following High Court intervention, including making representations at Planning Committee Meetings, designing and managing the implementation of specialist surveys to monitor Natura 2000 bird populations on

Neil Stephenson BSc (Hons) MSc MIEEM CEnv

C U R R I C U L U M V I T A E

adjacent estuary mudflats during sensitive operations, addressing effects upon the safety and operation of a neighbouring nuclear power station, and being responsible for both the monitoring and regular audits of the dismantling site itself. The project has involved detailed liaison with numerous statutory consultees.

Neil is the Project Director for the Green Port Hull development (ABP) on the Humber Estuary. This project will involve the reclamation of land for use in the manufacture and distribution of off-shore wind turbines by Siemens.

Other marine and estuarine projects to which Neil has contributed include the Mersey Tidal Power project (Peel) where Neil provided specialist services to the evaluation and assessment process. Different options were considered in detail, including comparisons of scales of impact and compensation required with predicted yields of energy.

Airport Development

Neil contributed to the management, coordination and implementation of a wide variety of environmental roles over more than 11 years of development at Robin Hood Airport Doncaster Sheffield (formerly RAF Finningley), ranging from pre-feasibility appraisals, public consultation, the environmental assessment process, to production of the Environmental Statement. After assisting during the public inquiry, and planning permission was subsequently granted, Neil was closely involved in ensuring planning conditions were appropriately discharged. Neil continued work on the Airport’s development after it opened, providing specialist environmental advice during the development of an Airport Masterplan and its accompanying Sustainability Appraisal. More recently, commissions have been related to development of airside facilities and other infrastructure including the construction of a link road. Neil continued to work on the Airport, including with regard to mixed-use and residential developments and monitoring.

Neil was also responsible for the team that coordinated a series of Environmental Statements to support planning applications for passenger facilities at West Midlands International Airport (Coventry Airport), and gave evidence as an Expert Witness at Public Inquiries for an Interim Passenger Facility, and subsequently for a permanent passenger terminal. Following planning permission for new car parking, Neil assisted the Airport in discharging a number of planning conditions. Additional support and ad hoc services have continued to be provided direct to the Airport's legal representatives in subsequent years (up to 2008).

Most recently, Neil has (and continues) to work at Carlisle Lake District Airport, where he has been responsible for managing the Environmental Impact Assessments, preparing the Environmental Statements and providing a range of planning and environmental services in support of development proposals. Neil was closely involved in extensive consultation with the local planning authority and statutory advisors in order to advance the development through the planning process, most notably including issues associated with Natura 2000 (SPA and SAC) designations, and other designations associated with birds on the site itself.

Neil has worked on a number of other airport projects, including at Humberside Airport, Leeds Bradford International Airport, John Lennon Liverpool Airport and Durham Tees Valley Airport.

Highway Schemes

Neil has also provided environmental or specialist management or involvement to numerous other highway schemes, including EIA/ ES, public exhibitions, public inquiries and supervision of construction works.

These include the A46 Newbury to Lincoln improvement scheme, the A46 Newark to Widmerpool improvement scheme, the A47 Blofield to North Burlingham dualling scheme, the A27 Polegate Bypass, the A50 Toyota 2nd Access Scheme, various M1 lighting and noise schemes, the A6 Alvaston Bypass, the A19 DBFO maintenance works, Tunstall Northern Bypass, and the A63 Melton Grade Separated Junction, and the A66 Temple Sowerby Bypass (which lies in a sensitive landscape and over an internationally important river).

Neil Stephenson BSc (Hons) MSc MIEEM CEnv

C U R R I C U L U M V I T A E

Rail Schemes

Neil has worked on a large number of railway projects. Some of the larger schemes include the West Coast Route Modernisation extended capacity schemes (where as an Environmental Task Manager, Neil was responsible for co-ordinating environmental inputs and advice, liaison with P-way engineers and architects, but also undertook specialist survey work on other sections), the East Coast Main Line Upgrade (where Neil was an environmental coordinator responsible for progressing Transport and Works Orders for various individual schemes) , and the Channel Tunnel Rail Link (where Neil undertook a wide range of assessment and site supervision works, including survey, design and implementation of mitigation for protected species, including bats, dormouse, badger, and rare invertebrates).

Neil has been the Service Centre Manager for the London North Eastern Zone under the Environmental Services Framework Contract for Balfour Beatty Rail Projects, and has undertaken ecological assessment of various proposals associated with the Greater Manchester Light Rail Transport System (GMLRT) including Oldham Mumps, Stockport and Depot Strategies.

Others projects have included environmental appraisal and management of restoration work to the Dutch River Rail Bridge at Goole, appraisals of numerous other rail bridge maintenance and deconstruction works. Neil is currently the Contractor’s Responsible Engineer for Environment on the North Doncaster Chord project near Shaftholme, which involves constructing 3.2 km of new railway line and viaduct to flyover the East Coast Main Line. Neil's involvement on the scheme originally involved an alignment optioneering study for Network Rail in 2002/3.

Public Inquiry

A variety of the above schemes have involved providing expert witness services, or other support at public inquiry. Notable examples include the following :

New Passenger Terminal at Coventry Airport - expert witness presenting evidence on behalf of West Midlands International Airport at Public Inquiry

Interim Passenger Facility at Coventry Airport - expert witness presenting evidence on behalf of West Midlands International Airport at Public Inquiry

A66 Temple Sowerby By-pass - expert witness presenting evidence on behalf of the Highways Agency at Public Inquiry

A527 Tunstall Northern By-pass - assistance provided during Parliamentary Inquiry process on behalf of City of Stoke on Trent Council for the Tunstall Northern bypass

A variety of other additional involvement, such as providing evidence, statements or rebuttals, or assisting other staff during other Public Inquiries has been associated with projects such as Doncaster Finningley Airport (Peel Airports Ltd), A6 Alvaston Bypass (Highways Agency), and several Drought Orders (Yorkshire Water Services).

Previous Employment

Neil has previously been an ecologist with Cobham Resource Consultants (later to merge with Scott Wilson, which has subsequently become URS). Before this, he was an assistant freshwater scientist with the Institute of Hydrology and the Institute for Freshwater Ecology, assigned to the Land-Ocean Interaction Study (LOIS).

Neil has also been a biologist within the National Rivers Authority (subsequently the Environment Agency), where he worked on the assessment and monitoring of a variety of freshwater, estuarine and particularly the coastal waters of North Yorkshire.

Ref Service Description

QS SERVICES

Fee £ Option 1 Option 2 Option 3

1 1 Generally

1 1 1 Attend Client, Design, Project, Site and other meetings as provided under this

Appointment.

see below

1 1 2 Prepare regular/monthly cost reports. Advise the Client of any decisions required

and obtain authorisation.

see below

-£ -£ -£

1 2 Preparation

1 2 1 Liaise with the Client and the Professional Team to determine the Client’s initial

requirements and to develop the Client’s Brief.

510£ 510£ 510£ 510£

1 2 2 Advise the Client on demolition, strip-out, site investigation and enabling works

contracts required before the Civils Contract.

1,020£ 1,020£ 1,020£

1 2 3 Liaise with the Professional Team and procure demolition, strip-out, site

investigation and enabling works contracts required before the Civils Contract.

Excluded

1 2 4 Liaise with the Professional Team and advise the Client of its obligations under the

CDM Regulations.

Included

1 2 5 Comply with the CDM Regulations insofar as they relate to this Appointment. Included

1 2 6 Advise the Client on specialist services, including consultants, contractors, sub-

contractors and suppliers, required in connection with the Project.

Excluded

1 2 7 Advise on the cost of the Project. Advise on the cost of alternative design and

construction options.

Excluded

1 2 8 Advise on alternative procurement options. 1,020£ 1,020£ 1,020£

1 2 9 Visit the Site. Advise the Client on any factors likely to affect cost, time or method

of implementation.

510£ 510£ 510£ 510£

1 2 10 Prepare an initial budget estimate to test feasibility proposals. 1,530£ 1,530£ 1,530£ 1,530£

1 2 11 Prepare a preliminary cost plan and cash flow forecast. 7,650£ 7,650£ 7,650£ 7,650£

1 2 12 Advise on the likely effect of market conditions. Included

10,200£ 12,240£ 12,240£

1 3 Design

1 3 1 Prepare, maintain and develop a cost plan and cash flow forecast. 7,650£ 7,650£ 7,650£

1 3 2 Advise on the cost of the Professional Team’s proposals, including effects of site

usage, shape of buildings, alternative forms of design, procurement and

construction etc. Advise on any cost variances to the allowances contained in the

cost plan.

2,550£ 2,550£ 2,550£

1 3 3 Measure gross floor areas. Excluded

1 3 4 Measure net lettable/saleable floor areas. Excluded

1 3 5 Confirm the scope of the Civils Contract to the Client and advise on additional

works required by third parties.

Excluded

-£ 10,200£ 10,200£

1 4 Pre-Construction

1 4 1 Advise on tendering and contractual procurement options. Prepare

recommendations for the Client’s approval.

1,020£ 1,020£ 1,020£

1 4 2 Liaise with the Client’s insurance advisers and advise on construction related

insurances (excluding the administration of claims).

Excluded

1 4 3 Liaise with the Client’s legal advisers and advise on warranties/third party rights

etc.

Excluded

1 4 4 Liaise with the Client’s legal advisers and advise on bonds for performance and

other purposes.

Excluded

1 4 5 Liaise with the Client’s legal advisers and advise on use and/or amendment of

standard forms of contract or contribute to drafting of particular Client

requirements.

2,550£ 2,550£

1 4 6 Obtain tender drawings and specifications from the Client and the Professional

Team.

Included

1 4 7 Liaise with the Client and the Professional Team and prepare tender

documentation.

10,200£ 10,200£

1 4 8 Prepare bills of quantities, or other pricing documents, for inclusion in tender

documents.

Full SMM Bills are excluded, PRICING DOCUMENT LIMITED TO UNPRICED

COST PLAN

2,550£ 2,550£

1 4 9 Advise on suitable tenderers for the Civils Contract. Prepare recommendations for

the Client’s approval.

1,530£ 1,530£

1 4 10 Investigate prospective tenderers and advise the Client on their financial status and

technical competence. Prepare recommendations for the Client’s approval.

1,530£ 1,530£

1 4 11 Attend pre- and post-tender interviews. 1,020£ 1,020£

1 4 12 Arrange delivery of tender documents to selected tenderers. Included Included

1 4 13 Check tender submissions for errors, omissions, exclusions, qualifications,

inconsistencies etc.

2,550£ 2,550£

1 4 14 Liaise with the Professional Team and advise on errors, omissions, exclusions,

qualifications and inconsistencies between the tender documents and the tenders

received. Prepare recommendations for the Client’s approval.

2,550£ 2,550£

1 4 15 Advise on the tenderers’ design and construction programmes and method

statements.

1,020£ 1,020£

1 4 16 Liaise with the Professional Team and prepare a tender report. Prepare

recommendations for the Client’s approval.

2,550£ 2,550£

1 4 17 Conduct negotiations with tenderers. Prepare documentation to confirm

adjustments to the tender sums. Prepare recommendations for the Client’s

approval.

1,020£ 1,020£

Ref Service Description

QS SERVICES

Fee £ Option 1 Option 2 Option 3

1 4 18 Liaise with the Client and the Professional Team and advise on methods of

progressing design and/or construction works prior to the execution of the Civils

Contract.

Excluded

1 4 19 Obtain confirmation that required Contractor insurances are in place prior to

commencement of works on the Site.

Excluded

1 4 20 Obtain contract drawings and specifications from the Client and the Professional

Team. Liaise with the Client’s legal advisers, prepare the contract documents and

deliver to the Client and the Contractor for completion.

5,100£ 5,100£

1 4 21 Maintain and develop the cost plan and the cash flow forecast. 3,060£ 3,060£

-£ 1,020£ 38,250£

1 5 Construction

1 5 1 Visit the Site periodically and assess the progress of the Project for interim

payment purposes.

n/a

1 5 2 Prepare recommendations for interim payments to the Contractor. n/a

1 5 3 Advise on the cost of variations prior to the issue of instructions under the Civils

Contract.

n/a

1 5 4 Agree the cost of instructions, excluding loss and expense claims, issued under

the Civils Contract.

n/a

1 5 5 Advise on the rights and obligations of the parties to the Civils Contract. n/a

-£ -£ -£

1 6 Use

1 6 1 Prepare recommendations for interim payments and release of retention funds. n/a

1 6 2 Prepare the final account or similar financial statement. Facilitate agreement to the

final account or similar financial statement from the parties to the Civils Contract.

For the purposes of this clause the final account or similar financial statement

excludes the assessment of loss and expense claims.

n/a

1 6 3 Prepare recommendations for the payment of liquidated and ascertained

damages.

n/a

-£ -£ -£

1 7 Prime Cost Contracts/Management Contracts/ Construction Management

Contracts1 7 1 Liaise with the Client’s legal advisers and advise on use and/or amendment of

bespoke forms of contract or contribute to drafting of particular Client

requirements.

n/a

1 7 2 Obtain agreement from the Contractor to the cost plan. n/a

1 7 3 Agree a breakdown of the cost plan with the Contractor consistent with the work

package procurement strategy

n/a

1 7 4 Agree the Contractor’s entitlement to recovery of preliminaries, overheads and

profit.

n/a

1 7 5 Assist the Contractor in the preparation of work package tender and contract

documents.

n/a

1 7 6 Price work package tender documents to provide a benchmark for assessing

tender returns.

n/a

1 7 7 Review work package tender returns. Prepare recommendations for the Client’s

approval.

n/a

1 7 8 Review and revise the cost plan and cash flow forecast as work packages are let. n/a

1 7 9 Check interim valuations and final accounts from the Contractor, sub-contractors

and suppliers. Prepare payment recommendations for the Client’s approval.

n/a

1 7 10 Advise on expenditure not recoverable under the terms of the Civils Contract. n/a

-£ -£ -£

1 8 Design and Build Contracts

1 8 1 Liaise with the Client and the Professional Team and prepare the employer’s

requirements.

Included

1 8 2 Liaise with the Professional Team and advise on errors, omissions, exclusions,

qualifications and inconsistencies between the employer’s requirements and the

contractor’s proposals. Prepare recommendations for the Client’s approval.

Included

1 8 3 Liaise with the Professional Team and prepare cost studies to assess alternative

contractor’s proposals. Prepare recommendations for the Client’s approval.

Included

1 8 4 Liaise with the Professional Team and assist with specialist enquiries to assess

alternative contractor’s proposals. Prepare recommendations for the Client’s

approval.

Included

1 8 5 Liaise with the Professional Team and conduct negotiations with the Contractor.

Obtain documentation from the Professional Team to confirm the agreed design

and/or performance specifications. Prepare recommendations for the Client’s

approval.

Included

1 8 6 Advise on the cost of variations, excluding loss and expense claims, proposed by

the Contractor prior to the issue of instructions under the Civils Contract.

Included

1 8 7 Agree the cost of instructions, excluding loss and expense claims, proposed by the

Contractor under the Civils Contract.

Included

-£ -£ -£

2 1 General

2 1 1 Provide services for the Client’s and/or any third party’s organisational move to

new premises.

Excluded

Ref Service Description

QS SERVICES

Fee £ Option 1 Option 2 Option 3

2 1 2 Provide services for the Client’s and/or any third party’s fitting-out or direct works

contracts.

Excluded

2 1 3 Prepare bills of quantities for mechanical and electrical services. Excluded

2 1 4 Price bills of quantities to provide an estimate for comparison with tenders. Excluded

2 1 5 Prepare a cost analysis based on agreed format or special requirements. Excluded

2 1 6 Prepare a cost analysis of the final account. Excluded

2 1 7 Provide estimates of replacement costs for insurance purposes. Excluded

2 1 8 Provide services in connection with insurance claims. Excluded

2 1 9 Facilitate, set up and manage value engineering exercises. 2,550£ 2,550£ 2,550£

2 1 10 Facilitate, set up and manage early warning and risk reduction meetings. 3,825£ 3,825£ 3,825£

2 1 11 Attend and contribute to early warning and risk reduction meetings. 3,825£ 3,825£ 3,825£

2 1 12 Facilitate, set up and manage a two-stage tendering process. Excluded

2 1 13 Facilitate, set up and manage target cost and/or guaranteed maximum price

contracts.

Excluded

2 1 14 Facilitate, set up and manage partnering and/or collaborative working contracts. Excluded

2 1 15 Facilitate, set up and manage ‘Lessons Learned’ or other workshops. Excluded

2 1 16 Act as the Client’s partnering adviser. Excluded

2 1 17 Provide specialist procedural advice to comply with EU Regulations and/or other

legislation.

Excluded

-£ 10,200£ 10,200£

2 2 Financial

2 2 1 Advise on the financial implications of developing different sites. Excluded

2 2 2 Advise on the preparation of development appraisals. Excluded

2 2 3 Advise on the cost implications of alternative development programmes. Excluded

2 2 4 Prepare sustainability cost studies. Excluded

2 2 5 Prepare life-cycle cost studies and estimates of annual running costs. Excluded

2 2 6 Advise on and evaluate capital tax allowances, grants or other financial assistance

available in respect of the Project.

Excluded

2 2 7 Prepare applications for capital tax allowances, grants or other financial assistance

available in respect of the Project.

Excluded

2 2 8 Advise on VAT payable in respect of the Project. Provide a breakdown of the cost

plan, interim valuations and final account or similar financial statement for VAT

purposes.

Excluded

2 2 9 Carry out off-site inspections of sub-contractors’ and suppliers’ premises for

interim payment purposes.

Excluded

-£ -£ -£

2 3 Contractual

2 3 1 Provide specialist quantity surveying advice on the interpretation of contracts and

contractual clauses.

Excluded

2 3 2 Liaise with the Client’s legal advisers and advise on the use and/or amendment of

bespoke forms of contract or contribute to the drafting of particular Client

requirements.

Excluded

2 3 3 Advise on the Contractor’s entitlement to extensions of time. Analyse and report

on the Contractor’s application(s) for extensions of time. Prepare

recommendations for the Client’s approval.

Excluded

2 3 4 Advise on the cost and contractual consequences arising from an acceleration

instruction.

Excluded

2 3 5 Advise on the Contractor’s entitlement to loss and expense. Analyse and report on

the Contractor’s loss and expense claim(s). Prepare recommendations for the

Client’s approval.

Excluded

2 3 6 Prepare documentation and/or provide advice to support adjudication

proceedings. Attend adjudication proceedings.

Excluded

2 3 7 Prepare documentation and/or provide advice to support mediation proceedings.

Attend mediation proceedings.

Excluded

2 3 8 Prepare documentation and/or provide advice to support arbitration and/or

litigation proceedings. Attend arbitration and/or litigation proceedings.

Excluded

2 3 9 Advise the Client on the selection, terms of appointment and fee structures for the

Professional Team.

Excluded

-£ -£ -£

2 4 Project-Specific Services

2 4 1 Post Project Review n/a

2 4 2 Present to Project Steering Group n/a

3 1 Attendance at Meetings

3 1 1 Attend Design Team Meetings from inception to contract award 6,120£ 1,500£ 3,000£ 6,120£

3 1 2 Attend Site Meeting from contract award to practical completion n/a

3 1 3 Attend Commercial Meeting with Contractor n/a

1,500£ 3,000£ 6,120£

77,010£ 11,700£ 36,660£ 77,010£

GARDINER & THEOBALD LLP Page 1

Richard Ledger BSc (Hons), MRICS Senior Associate

Profile Richard joined Gardiner and Theobald as an Executive Surveyor in October 2007. He has over 8 years experience in a wide variety of sectors and has extensive experience in all aspects of pre and post contract quantity surveying covering a broad perspective of private and public sector projects within the Yorkshire area. During Richard’s careers he has undertaken cost management quantity Surveying and Employers Agent roles. To date at Gardiner and Theobald Richard has worked in a client-facing role on projects primarily in the Yorkshire & Humberside area providing primarily cost and project management services. During this time Richard has continually provided a high level of client care and has a proven track record in delivering projects on programme and within budget. As a consequence of his efforts he was promoted to Senior Associate in July 2009. At present Richard is currently acting as lead QS for both of the new build Oasis Academies at Immingham and Grimsby together with working for a number of local authorities on various small to medium sized projects. Richard is skilled in: Delivering cost and value support at all stages of schemes and projects The ability to work closely and effectively within a project team and in a client facing role Providing procurement advice to clients to deliver best value Expertise in cost planning of a range of construction types Expertise in costing sustainable design solutions including ground source heating, photo voltaic, wind,

rainwater harvesting etc Extensive experience on both JCT and NEC3 Forms of Contract including both lump sum and

target/cost/cost reimbursement Providing assistance to clients during the feasibility stages of a project assisting on development

appraisals and feasibility studies The ability to provide cost studies based on limited conceptual information Employers Agent Post contract experience to ensure projects are delivered on time and within budget.

Relevant Experience Raywell Cottingham Flood Attenuation Scheme 2011 - £550K Whitby Shore Protection Works NEC Option C – 2009 - £350K Whitby Marina Building Works NEC Option C – 2010 - £750K Foryd Harbour Regeneration Works, Denbighshire – 2009 - £35M Oasis S278 Highway Works – 2008 - £150K Staythorpe Power Station, Newark – Bills of Quantities – 2010 Various other industrial projects 2008 – 2010 - £150K - £5M) Education, including two £25M new build city Academies at Grimsby and Immingham on JCY 98 D&B - Cruise and ferry terminals at ABP Hull - £35M Community schemes – NEC2 Option C and Option A Large residential schemes - £12 New build arts and community centre New build office scheme and refurbishment works to a local leisure complex. New build marina facility building on NEC 3 Option C Shore Protection Works on NEC3 Option C Highway improvement schemes

GARDINER & THEOBALD LLP Page 2

Previous Relevant Experience

2000 – 2004 Richard worked for a small Private Quantity Surveying Practice in Hull. During this time he was responsible for managing measured term contracts for the NHS and worked on numerous schemes involving large amounts of measurement and preparation of bills of quantities. 2004 – 2007 Prior to joining Gardiner & Theobald, Richard worked for four years with a large international consultancy based in their Hull office. During this time Richard progressed from Assistant Quantity Surveyor to Senior Surveyor and began to take on a client-facing role on a number of high profile projects. Richard was Employers Agent on the new build Wyke College (£12M), the Construction Skills Centre at Hull College (£4M) and the Riverside offices for Scruton & Co Ltd on Livingstone Road (£2.5M). He also undertook delegated quantity surveying duties on the NEC2 and NEC3 contract for the ARC building and a Sure Start Scheme.

GARDINER & THEOBALD LLP Page 1

Lewis Potter BSc (Hons), MRICS Senior Surveyor

Profile Lewis is a Senior Surveyor and joined Gardiner & Theobald in June 2006. He successfully completed a 5-year honours degree in Quantity Surveying and qualified as a member of the RICS in 2009. Since joining Gardiner & Theobald he has worked on projects providing mainly cost management services including measurement under SMM and CESMM. Lewis is skilled in : Measurement of Bills of Quantities using CESMM3 and SMM Delivering cost and value support at all stages of schemes and projects Providing cost studies from a limited amount of conceptual information Working effectively within a project team

Relevant Experience Gainsborough Public Realm: Preparation of tender documents in connection with a scheme to redevelop the riverside area all based on bills of quantities to CESMM3.

St George’s Park: Produced a full Bill of Quantities to SMM7 on a project for the Football Association.

Bio-Butanol: Produced a full Bill of Quantities to CESSM3 along with all other tender documents based on the NEC Form of Contract for a brand new Bio-Butanol plant at the BP Saltend site in Hull.

Corus: Experience in a full range of civils work, having worked for a main contractor on the steel plant in Scunthorpe, utilising an FM package and reporting directly to Corus. Full measurement was required for all work, which was subsequently priced using a schedule of rates.

BAA: Involved in an FM team, in the role of PQS at Heathrow Airport.

John Leggott College: Masterplan studies, which provided the college with a variety of detailed cost plans which enabled the college to detail and compare the options available to them.

ASDA: Part of their Cost Management Team providing costs and other QS skills to a number of new build stores, refurbishments and extensions.

E-factor: Pre and post contract quantity surveying services on a programme of refurbishment projects to create workspace business units.

North Lincolnshire BSF project Biobutanol Project, Corus, Scunthorpe Grimsby Institute of Further & Higher Education redevelopment programme Sowerby Bridge regeneration for Yorkshire Forward and Calderdale Councils Westcliffe, Scunthorpe regeneration, residential led scheme for North Lincolnshire Council 126 room hotel in London Retail shopping centre in Rushden Yorkshire Bank rolling programme of refurbishments throughout the UK, including their flag ship office at

Canary Wharf Leigh View Medical Centre – An extension and refurbishment to an existing medical centre in Wakefield Flying Start Day Nursery – An extension and refurbishment to an existing nursery in Doncaster Scartho Hall –Refurbishment to form high quality student accommodation from an existing nursing home Normanton Health Centre – New doctors surgery carried out as a partnering contract under PPC2000 St Johns Church – New build extension and refurbishment to an existing church to form youth facilities

David Hewitt DipQS, MRICS, MSCL Partner

Profile David has nearly 30 years’ experience providing Quantity Surveying, Project Management and strategic Consultancy Services in the construction industry covering a wide range of types of projects in different sectors of construction but particularly in heavy and complex industrial and manufacturing facilities. Prior to joining Gardiner & Theobald in 1999 had worked in main contracting with major international construction groups, latterly employed as UK Commercial Director Manager for a major international power and process sector contractor working on a range of projects from £multimillion to £½ billion power stations. Since joining Gardiner & Theobald, he has continued to work and act as main G&T lead on major projects for national and international clients across the UK, providing significant high level strategic and dispute resolution advice. David is a Chartered Quantity Surveyor and Member of the Society of Construction Law. He is the Partner responsible for our Scunthorpe office. David is skilled in: Providing cost and value support during early stages of projects The ability to conceptualise schemes from limited information An ability to actively participate in key decision stage appraisals with a working knowledge and ability to

redirect the team’s efforts Developing project procurement and delivery strategies Directing and leading consultancy teams and performing a lead role

Relevant Experience £125M redevelopment of Green Port Hull for Associated British Ports and Siemens £25M new Grimsby River Terminal for Associated British Ports £15M Hull Ferry Terminal for Associated British Ports £100M Humber International Terminal, Immingham for Associated British Ports £200M Various New Plants with Corus Steel £25M Oasis Academy, Grimsby £25M Oasis Academy, Immingham £45M new FE campus for John Leggott College, Scunthorpe £30M new University of Lincoln £1B development schemes under Yorkshire Forward framework £15M Urban Village infrastructures in Leeds Claims and Expert Advice Defence and preparation of circa 20 major claims in the last 10 years Mediation - £150M office complex in Ireland Mediation of claims on £7M civils scheme – Scunthorpe Claim evaluation and settlement £15M Slag Mill - Scunthorpe £20M Major cross country pipeline at BP oil refinery – Dorset Providing expert advice in £3M dispute on major civils project Providing adjudication quantum support on £20M office project in Isreal

Prior to Gardiner & Theobald CCGT Power Stations at Enfield, Cottam [Siemens], Seal Sands, Saltend, Rocksavage, Sutton Bridge

totalling circa £1.5B £50M manufacturing facility in Sandwich for Pfizer £15M cleaning products manufacturing plant for Molnlyke £10M ball bearing manufacturing plant for Minebea

The foregoing terms and conditions are the basis upon which Gardiner & Theobald LLP is providing Services until such time as a more detailed formal Appointment has been agreed. Form No: GTF3021 Issue No: 4 Date: 04/11

GARDINER & THEOBALD LLP STANDARD TERMS AND CONDITIONS This document sets out the standard terms and conditions of Gardiner & Theobald LLP (hereinafter referred to as G&T) which is a limited liability partnership. Registered Address 10 South Crescent, London, WC1E 7BD and VAT Number 832776212.

Gardiner & Theobald LLP is regulated by RICS and one of the regulations is the requirement for a complaints handling process (CHP), a copy of which is available on request from Andrew Pollard, 10 South Crescent, London WC1E 7BD.

Any reference to “partner(s)” in this or any other document means member(s) of Gardiner & Theobald LLP.

1.0 The Offer 1.1 All offers and fee bids, etc, by G&T and all contracts concluded with a Client shall be subject to and shall incorporate these terms and conditions. No amendment or

variation to these terms and conditions shall be binding on G&T unless in writing signed by a partner of G&T and a duly authorised officer of the Client. These terms and conditions supersede all other oral and/or written communications, representations, agreements or undertakings and any such communications, representations, agreements and undertakings that are not expressly contained in these terms and conditions shall not be deemed incorporated herein.

1.2 For the purposes of these terms and conditions, the services to be provided by G&T (“the Services”) and the fees to be paid by the Client shall be as set out in the

offer letter, fee bid or other document supplied to the Client in connection with these terms and conditions. Fees and charges are in all cases quoted exclusive of VAT.

2.0 The Services 2.1 All liability that shall attach to G&T in respect of G&T’s appointment by the Client is limited to a total of £1,000,000 prov ided that nothing in these terms and

conditions shall operate to exclude or limit the liability of G&T in respect of death or personal injury caused by the negligence of G&T. 2.2 No liability shall attach to G&T either in contract or in tort for loss injury or damage sustained as a result of the act omission or insolvency of any person other than

G&T and G&T shall not be liable to the Client in respect of any claim made against the Client for any such loss injury or damage. 2.3 G&T’s liability shall be limited to that proportion of any loss or damage suffered by the Client as it would be just and equitable for G&T to pay having regard to the

extent of G&T’s responsibility for the same and on the basis that all other persons liable for the same loss or damage shall be deemed to have paid to the Client such proportion which it would be just and equitable for them to pay having regard to the extent of their responsibility.

2.4 The client hereby acknowledges and agrees with G&T that G&T relies upon and intends to rely upon the information, designs, specifications, plans, design

drawings and instructions provided to it by the Client and the other consultants (“the Advice”). G&T shall not be responsible for verifying the accuracy or completeness of such Advice, and shall not be deemed under any circumstances to have assumed responsibility for or to have warranted the accuracy or completeness of the same.

2.5 G&T shall have no liability or responsibility for the design of the project, the fitness for the purpose thereof, the specification or choice of materials used in the

construction thereof, or the inspection, acceptance and approvals given or made in relation thereto. 2.6 G&T shall have no liability or responsibility for the checking that building or professional indemnity insurances are in place or providing any such insurance advice. 2.7 G&T shall have no liability to the client in respect of any claim for loss, damages or costs unless the client shall have served written notice of the same upon G&T

within 2 years of the date it first became aware of the circumstances giving rise to such claim or (if sooner) the date when it ought reasonably to have become so aware.

2.8 No action or proceedings for any breach of these terms and conditions shall be commenced against G&T after the expiry of 6 years from the date of completion of

the Services or the termination of G&T’s appointment, whichever is earlier. 3.0 No Claim Against Individual Partners/Employees 3.1 The Client accepts that G&T is a limited liability entity and agrees not to bring any claim personally against any individual partners or employees of G&T in respect

of losses suffered directly or indirectly in connection with G&T’s appointment by the Client. This provision will not limit or exclude the liability of G&T for the acts or omissions of its partners or employees.

4.0 Insurance 4.1 G&T are required by RICS Regulation to have and keep in effect professional indemnity insurance in respect of its performance of the Services. G&T shall have

and keep such insurance in an amount not less than the limit of liability stated in 2.1 above so long as and to the extent that it is reasonably commercially available. Our Primary Insurers are a selection of established Lloyds underwriters and our coverage is worldwide.

4.2 G&T shall on written request by the Client produce evidence by way of a broker’s letter that professional indemnity insurance has been effected and remains in

effect. 5.0 Fee & Payment of Invoices 5.1 The due date for payment of invoices shall be the date of the issue of the invoice (“the Due Date”) and the final date for payment of invoices shall be 21 days after

the Due Date (“the Final Date”). Amounts that remain unpaid after the Final Date shall bear interest at 2% per annum above the Bank of England Base Rate. G&T reserve the right to suspend the performance of the Services should payment not be received by the Final Date.

5.2 In the absence of any other agreement our fee will be calculated on a time charge basis at hourly rates which are available on request. 6.0 Third Party Rights 6.1 Neither the Client nor G&T confers or purports to confer on any third party any benefit or any right to enforce any of these terms and conditions under the Contracts

(Rights of Third Parties) Act 1999. 7.0 Governing Law 7.1 These terms and conditions and G&T’s appointment with the Client are governed by English Law.