Welsh Education Partnership — Strategic Partnering Delivery Model

Tender description

Welsh Government is seeking to procure a private sector delivery partner to form a joint venture company to deliver education infrastructure including schools and colleges plus any associated community facilities in Wales, under a strategic partnering agreement. Welsh Government (‘WG’) is procuring a Private Sector Delivery Partner (‘PSDP’) to form a joint venture company to deliver education infrastructure including schools and colleges plus any associated community facilities in Wales. The successful PSDP and a subsidiary of the Development Bank of Wales (‘WGCo’) will be required to form a new Welsh Education Partnership Company (‘WEPCo’) vehicle, which will deliver infrastructure services to WG, local authorities and further education institutions in Wales (the ‘Participants’). The participants and WEPCo will enter into a Strategic Partnering Agreement (‘SPA’). Under the SPA, WEPCo will be required to provide partnering services to the participants, including: (i) project development and delivery; and (ii) supply chain assembly and management. The initial term of the partnering arrangement will be ten (10) years, with an optional five (5) year extension. WEPCo will have the sole and exclusive right for the term of the SPA to nominate a subsidiary of the PSDP (being a special purpose vehicle in which the PSDP holds the majority of voting rights, or a wholly owned subsidiary of such company (a ‘Project Co’)) to deliver 21st Century Schools and Colleges (Band B) Mutual Investment Model (‘MIM’) projects, provided that the relevant criteria in the SPA are met. Approved MIM projects will be developed by WEPCo but delivered by the Project Co, which will enter into a project agreement with the relevant Participant to deliver the relevant MIM project. The project agreement for education sector MIM projects will be based on templates contained within the SPA. Participants will also be able to request that WEPCo, or a nominated wholly owned subsidiary of WEPCo, provide other project services such as the delivery of design and build capital projects for education or associated community facilities under the SPA, provided that the relevant criteria in the SPA are met. WEPCo and/or its subsidiaries shall enter into all required agreements for the delivery of capital projects and/or FM services directly with the relevant participant, which in the case of education sector capital projects shall be substantially in the form of a template design and build development agreement set out in the SPA. For a list of the Participants, please refer to the descriptive document for the procurement. The PSDP will be required to enter into a form of shareholders' agreement which is substantially in the form of the template form of WEPCo Shareholders' Agreement set out in the SPA with WGCo to establish WEPCo. For MIM projects, Project Co, the PSDP and WGCo will also be required to enter into a form of shareholders' agreement which is substantially in the form of the template form of Project Co shareholders' agreement set out in the SPA to establish the relevant Project Co.