PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 16th July 2009
SCHEDULE T
ASSETS
Schedule T (Assets)
Signature Version
Released under FOI in full on 16th July 2009
PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 16th July 2009
CONTENTS
1.
INTRODUCTION....................................................................................................................1
2.
LEGACY ASSETS AT COMMENCEMENT OF CONTRACT ........................................1
3.
IDENT1 ASSETS .....................................................................................................................2
4.
TREATMENT OF ASSETS DURING TERM OF CONTRACT .......................................2
5.
TREATMENT OF ASSETS AT CONTRACT EXPIRY .....................................................3
6.
TREATMENT OF ASSETS AT CONTRACT TERMINATION.......................................3
ANNEX T-1 CALCULATION OF FAIR MARKET VALUE OF IDENT1 ASSETS...................5
Schedule T (Assets)
i
Signature Version
Released under FOI in full on 16th July 2009
PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 16th July 2009
SCHEDULE T
ASSETS
1.
INTRODUCTION
1.1
This Schedule describes how Assets shall be treated under the Contract and identifies the
responsibilities of the Parties in relation to the transfer of Assets. Assets consists of two (2)
categories, as follows:
1.1.1 Legacy Assets; and
1.1.2 IDENT1 Assets.
1.2
The Legacy Assets are a subset of the Assets. The Legacy Assets shall be the assets required
by the Contractor to provide the Services from TOR-NAFIS under the Contract. Subject to
Clause 2.1 below, at TOR NAFIS, the Contractor shall provide a list of all the Legacy Assets
existing at TOR NAFIS as a deliverable under Schedule O:21 (Documentation). Unless
otherwise expressly stated, all references to Legacy Assets in the Contract shall be to the list
of Legacy Assets provided to the Authority by the Contractor at TOR NAFIS.
1.3
The IDENT1 Assets are a subset of the Assets. The IDENT1 Assets shall be those additional
Assets added to the Legacy Assets from time to time during the Term. For the avoidance of
doubt, solely to the extent that any Legacy Assets are replaced with new Assets during the
Term and/or any Legacy Assets are upgraded during the Term, all such replacements of
and/or upgrades to the Legacy Assets shall be deemed IDENT1 Assets provided such
replacements and/or upgrades are required and made in accordance with the terms of the
Contract.
1.4
The Contractor shall update the Legacy Asset list with all IDENT1 Assets added, replaced or
upgraded as described in Clause 1.3 above from time to time during the Term. Such updated
list shall be the list of all Assets.
1.5
Clause 2 below contains provisions relating to the Legacy Assets.
1.6
Clause 3 below contains provision relating to the IDENT1 Assets.
1.7
Clause 4 below describes the treatment of Assets during the Term.
1.8
Clause 5 below describes the transfer of Assets from the Contractor to the Authority,
Successor Contractor, or a Police Force(s) (as applicable) upon expiry or upon the expiry of
an extension to the Contract.
1.9
Clause 6 below describes the transfer of Assets from the Contractor to the Authority,
Successor Contractor, or a Police Force(s) (as applicable) upon Termination pursuant to
Clauses 43 and 44 of Schedule B (Conditions of Contract).
2.
LEGACY ASSETS AT COMMENCEMENT OF CONTRACT
2.1
The list of all Legacy Assets shall be provided at TOR NAFIS. If the list of Legacy Assets
provided at TOR-NAFIS is incorrect or the Parties identify any omission from such list, the
Parties shall update the list of Legacy Assets, without any cost to the Authority, in accordance
with Schedule L (Change Control Procedures).
Schedule T (Assets)
1
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PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 16th July 2009
2.2
Title and risk in the Legacy Assets shall remain with the Contractor during the Term of the
Contract, subject always to the Authority’s rights contained within Clauses 14 and 44 of
Schedule B (Conditions of Contract). To the extent that the Parties identify any Legacy
Assets that are not owned by the Contractor at TOR-NAFIS, the Parties shall, if required,
execute the required documentation to transfer the Legacy Assets prior to or at TOR NAFIS
(unless a date after TOR NAFIS is agreed by the Parties) in accordance with Schedule L
(Change Control Procedure). Each party shall be liable for its own costs in relation to
preparing the required documentation under this Clause 2.2.
2.3
The Contractor acknowledges that there will not be any assets transferring to the Contractor in
respect of the SAFR Services delivered in Scotland (including assets relating to the Livescan
services provided in Scotland prior to the Effective Date) at the relevant TOR dates or during
the Term unless otherwise agreed by the Parties in accordance with Schedule L (Change
Control Procedure).
2.4
Unless otherwise agreed, the Contractor shall only use the Legacy Assets for the sole purpose
of delivery of the Services to the Authority.
3.
IDENT1 ASSETS
3.1
The Contractor is responsible for providing all the IDENT1 Assets required under the
Contract for the provision of the Services.
3.2
The provision of IDENT1 Assets (including any refresh of such IDENT1 Assets as described
in Schedule D (Detailed Operational Requirements)) is included in the Service Charges
identified in Schedule E (Pricing) of this Contract.
3.3
Title and risk in the IDENT1 Assets shall remain with the Contractor during the Term of the
Contract, subject always to the Authority’s rights contained within Clauses 14 and 44 of
Schedule B (Conditions of Contract).
3.4
If the Contractor wishes to provide any of the Services through the use of IDENT1 Assets not
exclusively dedicated to the Services, it shall first obtain the prior written consent of the
Authority.
3.5
In the event the Contractor wishes to procure and provide IDENT1 Assets above and beyond
those provided under the Contract for the provision of the Services, the provision and
disposition of such additional IDENT1 Assets will be agreed through Schedule L (Change
Control Procedure).
3.6
Where a Bureau is removed from the scope of the Services, as detailed in Clause 14.2 of
Schedule B (Conditions of Contract) or where a Police Force ceases to receive the Services
(or part of the Services), as detailed in Clause 14.3 Schedule B (Conditions of Contract), the
Authority or the relevant Police Force (or their respective nominees) shall be entitled to buy
the applicable Assets that relate to the Services/Bureau removed from the scope of the
Contract, for the Fair Market Value of such Assets, calculated in accordance with in Annex T-
1.
4.
TREATMENT OF ASSETS DURING TERM OF CONTRACT
4.1
During the Term of the Contract, the Contractor shall maintain appropriate records for control
of the Assets (for provision of the Services in England, Wales and Scotland, including
Livescan Services for Scotland only) to enable the Contractor to comply with its requirements
relating to the Assets as identified in Schedule O (Documentation) and Schedule N (Exit
Strategy).
Schedule T (Assets)
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PITO
IDENT1 CONTRACT
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4.2
During the Term, the Contractor shall maintain a list of the IDENT1 Assets used in relation to
the delivery of the Services whether Contractor-owned or Contractor-leased. The level of
detail and content to be maintained by the Contractor for the IDENT1 Assets shall, as a
minimum, include the following.
4.2.1 the value of the Assets (fair market value and written down book value);
4.2.2 original purchase price and date of purchase;
4.2.3 the level of depreciation to date;
4.2.4 their location;
4.2.5 any leasing or other financing arrangements;
4.2.6 the existing status as regards title ownership,
4.2.7 whether such Assets are used exclusively in the performance of the Services; and
4.2.8 any other relevant information, as appropriate.
4.3
For the avoidance of doubt, the Contractor shall not be required to provide the Legacy Assets
list to the level of detail required under Clause 4.2 above.
5.
TREATMENT OF ASSETS AT CONTRACT EXPIRY
5.1
Upon Termination of this Contract, at Contract expiry or expiry pursuant to any Contract
extension, the Authority reserves the right, at its sole discretion, to acquire title to all Assets
(i.e. the Legacy Assets and/or the IDENT1 Assets) owned by the Contractor in England,
Wales and Scotland, including Livescan Services for Scotland only) or arrange for a
Successor Contractor, or a Police Force(s) (as applicable) to acquire title.
5.2
Where the Authority exercises its right to acquire title, the acquisition price for the Assets
described under Clause 5.1 above shall be one pound (£1). Where the Authority provides
written notice to the Contractor that the Authority does not wish to exercise its entitlement to
acquire such title, the Authority shall be entitled to (and the Contractor shall pay the
Authority) the proceeds received from sale of the Assets to a third party/parties after
deduction of any reasonable costs associated with completing the sale.
5.3
The purchaser of the Assets shall be liable for VAT, stamp duty and other taxes that are
assessed against or incurred on the transfer of Assets from the Contractor to the purchaser.
5.4
Whenever the Contractor is required to transfer Assets to the Authority, Police Forces,
Successor Contractor, or their nominees in accordance with the Contract, the Contractor shall
provide appropriate information, as reasonable, including suitable warranties regarding
condition and title, as detailed in Clause 4.2 above and the Contractor shall execute the
appropriate required documentation to transfer such Assets to the Authority, Police Forces,
Successor Contractor, or their nominees, as applicable. Each Party shall be liable for its own
costs in relation to preparing the required documentation under this Clause 5.4.
6.
TREATMENT OF ASSETS AT CONTRACT TERMINATION
6.1
Subject to Clause 6.2 below and the Authority’s rights to acquire title to the Assets or to
refuse to buy the Assets, as described in Clause 44 of Schedule B (Conditions of Contract)
or the Authority’s and/or Police Force’s right to acquire title to the Assets as described in
Schedule T (Assets)
3
Signature Version
Released under FOI in full on 16th July 2009
PITO
IDENT1 CONTRACT
Northrop Grumman
Released under FOI in full on 16th July 2009
Clause 14 of Schedule B (Conditions of Contract), the formula in Annex T-1 of this
Schedule shall be used to calculate the Fair Market Value.
6.2
On any Termination or in respect of the Authority’s and/or Police Forces right to acquire title
to the Assets as described in Clause 14 of Schedule B and/or for the purpose of any
calculations in accordance with Annex T-1, the Legacy Assets shall be transferred to the
Authority for one pound (£1).
6.3
The purchaser of the Assets shall be liable for VAT, stamp duty and other taxes that are
assessed against or incurred on the transfer of Assets from the Contractor to the purchaser.
6.4
Whenever the Contractor transfers Assets to the Authority or its nominees, it shall provide
appropriate information, as reasonable, including suitable warranties regarding condition and
title, as detailed in Clause 4.2 above.
Schedule T (Assets)
4
Signature Version
Released under FOI in full on 16th July 2009
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