The contract will be for a period of 15 years and will be delivered by Interserve, the preferred bidder. The main highlights are as follows:

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1 Airedale NHS Foundation Trust Board of Directors: 27 March 2013 Title: Briefing Paper for Carbon Energy Fund Project Authors: Steve Blenkinsop / Mark Walsh 1. Overview In September 2012 the Board approved the business case for the upgrade of the boiler house and the implementation of energy reduction measures through the Carbon Energy Fund (CEF). The business case made the following recommendations: that the Main Scheme proceeds to contract under CEF with Interserve as preferred bidder; those elements of the main scheme that are dependent on the Board decision with respect to the laundry are finalised prior to contract completion; the STOR 1 contract is pursued with the preferred bidder MCW; the biomass boiler option is not included in the main scheme at this stage. The decision on the future provision of Laundry services has now been finalised. The option to include a biomass boiler was not pursued due to increased maintenance costs, fuel price risk, capital costs and system availability. The Trust, through CEF, has developed both the main scheme and STOR schemes. This briefing paper is seeking to provide the necessary financial and legal assurances to the Board to proceed to contract signature on the main scheme and also to provide a brief update on the progress on the STOR project. 2. Main Scheme The contract will be for a period of 15 years and will be delivered by Interserve, the preferred bidder. The main highlights are as follows: forecast NPV over 15 years to the Trust 1.159m first year saving on completion of works 86k (excludes VAT benefits) investment provided 3.461m carbon emissions reduction (36%) 2 2,597 tco 2 /year The original business case estimated a first year saving of approximately 100k per year. The final value has reduced largely due to the decisions on the Laundry and the requirement to install additional equipment to maintain steam supply to SSD sterilisers, Theatre humidification plant and main kitchen equipment. Also there are works required to the electrical interface between the Trust and electricity grid that were confirmed during the contract negotiations. The cost savings of the key elements of the scheme will be delivered through the following projects: 835kW Combined Heat and Power (CHP) plant to generate electricity and hot water 3 new hot water boilers (replacing the existing steam boilers) 2500 new high efficiency lighting fittings improvements to the building management systems reductions to heat losses from pipework 3. Programme Delivery The proposed timescales for programme delivery are as follows: 1 The STOR (Short Term Operating Reserve) scheme will provide revenue and savings from operating the new emergency generators. The generators will export electricity to the grid as part of the Short Term Operating Reserve (STOR). It is estimated that the generators would run for 30 hours per year. 2 The Trust is committed through the NHS Carbon Management Programme to target reduction of 15% in carbon emissions by 2014/2015 from a baseline year of 2007/2008. CEF has advised that the main scheme will achieve a reduction of 36%.

2 Airedale NHS Foundation Trust Board of Directors: 27 March 2013 Title: Briefing Paper for Carbon Energy Fund Project Authors: Steve Blenkinsop / Mark Walsh contract approval March 2013 commence site works April 2013 completion of site works March Implications on Contract Delay The original timetable for achieving contract approval was extended to accommodate the decision on the future provision of Laundry services. Unfortunately a technical design solution couldn t be achieved until this had been made. Both CEF and Interserve were sensitive to the Trust s position and accepted the delay. However, if the Board is unable to approve the main scheme in March, CEF has advised that there could be a potential cost increase in Interserve s bid of approximately 3% as the price quoted in the tender was fixed for a period of 4 months. This will reduce the guaranteed savings by an estimated 11% (around 9k from an estimated saving of 86k). The method for paying CEF fees may also vary. It is currently included within the unitary payment. If the scheme is to be delayed, CEF would expect advance fee payments of approximately 20k per month which would be refunded on contract signature. 5. Funding Arrangements The funding will be provided by the Cooperative Bank to Interserve. The Trust will pay Interserve a unitary payment every quarter. The Trust understands that loan is between Interserve and the Cooperative Bank (Appendix B, item3, Funding) and is therefore treated as assigned receivables with the Trust, ie. the Trust guarantees the unitary payment, not the loan. Savings will be validated by CEF. Performance of Interserve relates to the guaranteed carbon saving of 2,597 tco 2 /year which will be monitored by CEF and the Trust during the operational phase of the project. Underperformance will be penalised with reduced payment to Interserve and over performance will be shared in accordance with the performance indicators within the project agreement payment mechanism. 6. Financial Implication Included in Appendix A is a sensitivity analysis which identifies the current expected saving of 85,537 based on the expected carbon saving of 2,597 tco 2 /year. This also reflects the possible variance in Department of Energy & Climate Change (DECC) energy prices which could vary between 79,581 and 173,992 (net of VAT). Also included in Appendix A is the unitary payment (UP) & savings proforma which provides a breakdown of the annual revenue costs and a cost proforma which provides a breakdown of Interserve s investment costs. 7. Accounting Treatment Price Waterhouse Cooper (PWC) has advised that subject to the following condition the lease can be treated as an operating lease and not a finance lease: The key decision which can tip this either way is whether the risk of the CHP not delivering savings lies with the lessor, ie. if they will guarantee the savings in spite of CHP not delivering them, then overall the risk lies with lessor not the Trust, which could help tip this in favour of an operating lease. Hill Dickinson has also advised that the project agreement reflects the necessary legally binding conditions to treat this lease as an operating lease and not a finance lease.

3 Airedale NHS Foundation Trust Board of Directors: 27 March 2013 Title: Briefing Paper for Carbon Energy Fund Project Authors: Steve Blenkinsop / Mark Walsh 8. Other Source of Finance The main constraint to the Trust in achieving its carbon reduction target (through its own resources) is the lack of Trust capital in cash terms. The Trust has applied for grant funding from the Improving Energy Efficiency in the NHS, Applications for Capital Funding The application was submitted on 28 February 2013 for 1.688m; this is the capital value of the CHP plant (inclusive of VAT). The applications will be reviewed and further detail requested from selected applicants in April A final decision on whether the Trust has been successful is expected in June Provision has been made which is acceptable to the Cooperative Bank to vary the contract if the Trust is successful in its application. CEF has advised that a breakage fee of up to 50k will be payable by the Trust if the contract was to be varied to accommodate the grant funding. It should be noted that the grant will provide a cash benefit of 72k per annum based on the current figures, but unfortunately it will generate an income and expenditure loss of 39k per annum. The Trust will consider its position once the grant decision has been made. The impact of the grant will also have to be considered in line with the proposed Monitor financial risk ratings and the Trust s liquidity. 9. Legal Implication and Board Resolution Minutes The Trust has commissioned Hill Dickinson solicitors to act on its behalf to carry out a due diligence review of the project agreement. The attached letter (Appendix B) is a copy of the executive summary of their full report. Hill Dickinson has advised that the agreement is robust from a legal perspective. Interserve will occupy a specifically identified area within the boilerhouse by way of a lease agreement. Provisions have been made within the project agreement that will minimise the risk to the Trust. The lease is necessary because it will formally exclude the security of tenure provisions. If the Trust didn t have a formal lease arrangement this would give Interserve security of tenure when the contract expires or is terminated, which means Interserve would have the right to remain within the building. The lease will not be granted until the plant is installed and commissioned and the lease will be terminated if the project agreement is terminated. As part of the approvals process, the Board will need to pass certain resolutions approving the CEF main scheme (Appendix C). For reasons connected with the funding arrangements through the Cooperative Bank, these resolutions (and the accompanying minutes) are more extensive than the resolutions which the Board would conventionally pass. Hill Dickinson has advised that despite their approaches to the Cooperative Bank, there is no flexibility over their wording. Certificates of the specimen signatures of the Trust s signatories (Appendix D) and confirming which drafts of the contract and legal documents are approved for execution by the Trust (Appendix E) will also need to be issued. 10. Future Development The STOR project is being procured separately with the preferred supplier MCW. The current status is that a provision export agreement has finally been reached with the district network operator (DNO) to allow 1.5MVA export of electricity. Once the extent of the project and guaranteed savings are confirmed and identified with MCW and CEF a further briefing paper will be submitted to the Board.

4 Airedale NHS Foundation Trust Board of Directors: 27 March 2013 Title: Briefing Paper for Carbon Energy Fund Project Authors: Steve Blenkinsop / Mark Walsh 11. Recommendation The Board is asked to note the status of the STOR project and requested to proceed to contract signature on the CEF main scheme and to also pass the resolutions in Appendix C.

5 Annual discounted cashflow, /yr Annual discounted cashflow, /yr Appendix A OVERVIEW OF CEF SCHEME Proposed Scheme CHP New Boilers Lighting Improvements BMS Improvements Steam generators Electrical & Mechanical Works Non Energy Savings Replacement of Chiller Plant Description New 835kW high efficiency Combined Heat and Power plant Three new dual fuel hot water boilers to improve efficiency of heat supply and replace current boilers Major lighting upgrade of circa 3000 lights (includes fittings) Improvements to building comfort and efficiency improvements New generators to maintain supply for CSSD / Theatres / Kitchen Integrate all plant and equipment into site operations Maintenance of boilers and ancillary plant moves to Interserve and lighting replacement reduces lamp replacement on-going This is covered in Interserve scheme and so avoided capital cost (as it capital budget) Capital Investment 3,461,054 capital investment for scheme above SENSITIVITY ANALYSIS - EXCLUDES GRANT (See note on impact of grant on reducing finance repayment) Assumptions CEF Base Case used 2.5% energy price increase per annum value applied to both electricity and gas DECC Energy Price Forecasts are taken from DECC Interdepartmental Analysts' Group The public sector DECC energy prices have been used (see "Energy Price Forecast DECC" for values and graphs for energy prices) The future annual % increase from the DECC values has been calculated and applied to the current energy prices paid by Airedale in 2012/13. The tables presented are for No VAT and VAT scenarios Discount Rate is 3.5% CRC Savings included Impact of Grant Application (With VAT) Grant (No Vat) Additional Studies Cost of grant interest only repayment Total Finance Charge No Grant Total over 15 years ( simple ) Cost of Borrowing Reduction in Finance Charge Capital charges on grant if all capital Cash Release from Grant* Depreciation Charge Charge to I/E 1,668,000 inclusive of VAT 1,340,000 excluding VAT 50,000 excluding VAT 58,380 Calculated 300,696 Hard coded 4,510,440 Cost of finance 86.9 COOP (via Interserve) 130,424 /year 58,380 /year 72,044 /year 111,200 /year based on 15 year life - 39,156 /year Impact of removing energy inflation. So for DECC scenarios 1st Year 2014 Discount Energy on real price increase used Sensitivity Analysis No VAT UPS Inflation VAT NPV Non Energy Unitary Energy Saving, * Saving, Repayment, Saving, Rate Inflation Energy Inflation First Year NPV Saving, Base Case CEF Proforma Std 508,776 81, ,486 85, % 2.50% 2.50% 0% 1,159,232 0% 75, ,111 [Note: for CEF base case removing energy inflation means prices are as 2012/13 for duration] DECC Central Price Rise + Carbon (CRC) 595,092 81, , , % 2.50% 2.50% 0% 2,324,492 0% 160,520 2,130,584 [Note: for DECC scenarios inflation removed and real price increases used] DECC High Price Rise + Carbon (CRC) 598,327 81, , , % 2.50% 2.50% 0% 2,282,150 0% 120,925 2,087,295 [Note: for DECC scenarios inflation removed and real price increases used] DECC Low Price Rise + Carbon (CRC) 500,682 81, ,486 79, % 2.50% 2.50% 0% 1,951,445 0% 67,369 1,764,655 [Note: for DECC scenarios inflation removed and real price increases used] * Includes CRC saving Impact of removing energy inflation. So for DECC scenarios 1st Year 2014 Discount Energy on real price increase used Sensitivity Analysis With VAT UPS Inflation VAT NPV Non Energy Unitary Energy Saving, * Saving, Repayment, Saving, Rate Inflation Energy Inflation First Year NPV Saving, Base Case CEF Proforma Std 610,531 97, , , % 2.50% 2.50% 20% 1,391,078 0% 90, ,933 [Note: for CEF base case removing energy inflation means prices are as 2012/13 for duration] DECC Central Price Rise + Carbon (CRC) 705,560 97, , , % 2.50% 2.50% 20% 2,773,148 0% 184,074 2,540,458 [Note: for DECC scenarios inflation removed and real price increases used] DECC High Price Rise + Carbon (CRC) 709,442 81, , , % 2.50% 2.50% 20% 2,517,987 0% 128,834 2,284,160 [Note: for DECC scenarios inflation removed and real price increases used] DECC Low Price Rise + Carbon (CRC) 600,818 81, ,983 79, % 2.50% 2.50% 20% 2,121,141 0% 64,566 1,896,993 [Note: for DECC scenarios inflation removed and real price increases used] * Includes CRC saving 200, , , , , ,000 80,000 60,000 40,000 20,000 0 Discounted Annual Cash Flow Scenarios No VAT 250, , , ,000 50,000 0 Discounted Annual Cash Flow Scenarios With VAT CEF Base Case DECC High Price Scenario Years DECC Central Price Scenario DECC Low Price Scenario CEF Base Case DECC High Price Scenario Years DECC Central Price Scenario DECC Low Price Scenario

6 Carbon and Energy Fund ITT Financial model and bid proforma Airedale Core Bid 2 Decommissioned Laundry Rev 3 V22 Instructions to bidders Bidders to fill in just the cells shaded this colour. See guidance re changing cells. All calculations to be live, ie not calculations replaced by a number Where cells shaded this colour are already filled in these figures should be treated as draft figures Please add to this sheet to deal with aspects of your bid that the sheet does not anticipate Please ignore the various #div/0! messages, these should calculate correctly when the green cells are filled in VAT is generally excluded, and should not be added. There is a VAT amount that can be added to the NPV sheet, and that affects just the NPV sheet Core Energy Scheme Funding options available to the Trust CEF funded Contractor funded Trust funded Finance Rate /1000 invested /1000 invested CEF funded - Cost of finance incl capital repayment per 1000 Capital Indexation assumed in funding/ sloped finance rate 2.5% Grant - change this for the grant value to work through. Unitary Payment Breakdown year 1 p.a. Extra cash release p.a. p.a. Capital repayment element 300, , ,637 Operation and maintenance costs 189,533 Total cash release 189, ,533 Total annual unitary payment CEF funded ( incl VAT if on) 490,230 85, , ,170 Duration of contract after practical completion 15 years 15 years 15 years Amount of grant or ECA funding included Amount of capital funding required 3,461,054 3,461,054 3,561,054 Simple affordability calculations Total guaranteed savings 575, , ,767 Unitary payment 490, , ,170 Amount by which guarantee exceeds cost yr1 85,537 27, ,596 NPV of proposal over 15 years 1,159, , ,083 Investment per tonne of carbon saved Is the proposal no service no fee throughout? Yes Yes Yes

7 Test Trust Core Bid 2 Decommissioned Laundry Rev 3 V22 Carbon and Energy Fund ITT Financial model and bid proforma Bidders to fill in green shaded cells only. See guidance re changing cells, all calculations to be live, ie do not replace a calculation with a value Core Bid Decommissioned Laundry Compliant Option - 24 Hour CHP Run Description of Saving to be guaranteed Capital investment required ( non NHS ) Trust funded option capital investment required Annual OP & maintenance cost + lifecycle CHP including CHPQA compliance 1,368,533 1,368,533 80,058 Amounts for depreciation Biomass Renewables including fuel handling and emissions CHP 0 Boilers and boiler auxiliaries 398, ,500 Rest 3,561,054 Cooling and systems 114, ,696 Energy distribution systems Lighting retrofit 820, ,677 Steam system upgrade 123, ,042 Relocation steam gas main, water, condensate upgrades 43,833 43,833 Steam upgrade from 600kW to 2 x 1000kW & new gas meter 57,509 57,509 Controls BEMS 37,500 37,500 10,000 VSD's 57,500 57,500 Metering 30,000 30,000 Income generated (excl export CHP generation ) Rolled up interest Bank costs total 167, ,914 change Enhanced capital allowances ( negative sum) see Up & savings proforma cell E21-100,000 CDMC Costs 6,000 6,000 Total OPEX charges (steam generators removed) 55,737 Carbon Manager 5,000 Administration of bid and project fees recovery 77,442 77,442 Binder Points 2,500 2,500 DNO and associated works, full description TBC 78,000 78,000 Total Capital Elements before oncosts 3,283,646 3,383, ,795 Design costs as a percentage of capital cost* 0.0% 0.0% Savings risk premium as a percentage of the o&m cost* 0.0% Prelims incl insurance costs as a percentage* 0.0% 0.0% 2.5% Contribution to overheads* 0.0% 0.0% 3.5% Profit margin as a percentage of total costs* 0.0% 0.0% 4.0% Carbon and Energy Fund Admin costs ( NCIS ) 4.0% 4.0% 4.0% Cef fee Totals including all costs 3,461,054 3,561, , ,407 Notes to this section The percentages quoted in each bidders framework ITT are to be used in the yellow boxes or reduced for all projects under the framework - they may not be increased. NCIS amounts may not be changed CEF Fee NCIS payment due on contract award 131, ,407 NCIS payment due on practical completion 46,061 NCIS payment due on each anniversary of the contract 23,031 ( indexation applies in later years ) as does VAT 2.50%

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14 Appendix C AIREDALE NHS FOUNDATION TRUST EXTRACT OF THE MINUTES OF A MEETING OF THE BOARD HELD AT AIREDALE GENERAL HOSPITAL ON 27 MARCH 2013 AT 9.00 A.M. Present: Chairman and Non-Executive Directors Colin Millar, Chairman David Adam, Non Executive Director Jeff Colclough, Non Executive Director Ronald Drake, Non Executive Director Sally Houghton, Non Executive Director Anne Gregory, Non Executive Director Executive Directors Bridget Fletcher, Chief Executive Andrew Copley, Director of Finance Dr Andrew Catto, Medical Director Rob Dearden, Director of Nursing Ann Wagner, Director of Strategy and Business Development 1 NOTICE OF MEETING AND QUORUM The Chairman confirmed that: 1.1 all Directors had received notice of the meeting; and 1.2 a quorum of Directors was present, in accordance with the Trust s standing orders and standing financial instructions and other applicable governance procedures. [Other business] 2 RE-PROVISION OF ENERGY AND ENERGY MANAGEMENT FACILITIES AT AIREDALE GENERAL HOSPITAL 2.1 Declaration of interests The Chairman confirmed, as previously noted at the meeting, that the Directors had been reminded of the requirement to declare any interest (and v1 Page 1

15 none had been declared), in accordance with the Trust s standing orders and standing financial instructions and other applicable governance procedures. 2.2 Background The Chairman advised the meeting that the Trust wishes to improve the quality and efficiency of its energy infrastructure at Airedale General Hospital (the Hospital). As such, the Trust had invited tenders from suppliers approved under the Carbon and Energy Fund framework in relation to a project to re-provide energy and energy management facilities at the Hospital (the Project) Interserve Construction Limited (company number ) of 395 George Road, Erdington, Birmingham B23 7RZ had been granted preferred bidder status for the Project, following assessment during the framework procurement The Board noted that the relevant documentation relating to the Project was nearly complete. It was noted that, in order for the new energy and energy management facilities to be made available to the Hospital, the Trust is required to enter into and accede to certain documentation in relation to the above. 2.3 Project documents The Chairman produced to the meeting a paper produced by Andrew Copley, Director of Finance, and a letter report from the Trust s legal advisers, Hill Dickinson LLP, in relation to the following draft documents: a project agreement between Airedale NHS Foundation Trust and Interserve Construction Limited for the re-provision of energy and energy management facilities (the Project Agreement); a certificate confirming that Interserve Construction Limited is permitted to commence construction and/or installation works; a direct agreement between Airedale NHS Foundation Trust and Interserve Construction Limited and its funder The Cooperative Bank P.L.C.; and a lease of land at the Hospital to be granted by Airedale NHS Foundation Trust to Interserve Construction Limited, v1 Page 2

16 (together, the Documents) It was noted that the paper and the letter report referred to in paragraph confirmed that the Documents had been prepared in a way consistent with the full business case, and that the report identified the key obligations to be assumed by the Trust under the Documents Certificates requiring specimen signatures of the persons approved to execute the Documents and confirming the versions of each of the Documents approved for execution by the Trust were presented to the meeting (as appended to these minutes, as Appendices 1 and 2 respectively). 2.4 Board approval and resolutions After careful consideration, the Board: confirmed its view that the Project is within the Trust s power and authority, and that the associated full business case had been prepared in accordance with and complies with the Trust s standing orders and standing financial instructions and other applicable governance procedures; RESOLVED that the Project and the associated full business case be approved; confirmed its view that, by virtue of the scheme of delegation operated by the Trust, any of the Trust's Executive Directors is authorised to negotiate, finalise and approve on behalf of the Trust the final form of the Documents; confirmed its view that, by virtue of the Trust s standing orders and standing financial instructions, and have authority 1 to execute and deliver each of the Documents on behalf of the Trust, and each other document or notice required to be executed or signed in connection with implementation of the Project; RESOLVED that (subject to such amendments as any of the Trust s Executive Directors may in his/her absolute discretion deem necessary 1 Trust to advise as to the identity of the authorised officers or named individuals v1 Page 3

17 or desirable) each of the Documents (other than the certificate of commencement referred to in paragraph , which is to be executed under hand) be executed by the Trust as a deed under seal, and that appropriate entries be made as required in the Trust s register of sealings, and that the certificate of commencement referred to in paragraph be signed under hand, and that the same be delivered; RESOLVED that and be severally authorised 2 to sign or execute on behalf of the Trust (subject to such amendments as any of the Trust s Executive Directors may in his/her absolute discretion deem necessary or desirable) all other documents and to do all other acts and things as any of the Trust s Executive Directors may consider necessary or desirable in connection with implementation of the Project; confirmed its view that, by virtue of the Trust s standing orders and standing financial instructions, each of the Documents, and each other document required to be executed or signed in connection with implementation of the Project, would (once amended as considered necessary by any of the Trust s Executive Directors, delivered and completed) bind the Trust, Interserve Construction Limited and each other party to those agreements or other documents for the performance of the obligations stated in those agreements or other documents; and RESOLVED that: either of the persons referred to in paragraph 2.4.6, the Board secretary or another relevant Trust Officer be authorised to complete and sign a certificate of specimen signatures in the form appended to these minutes as Appendix 1; the Executive Director approving the versions of each of the Documents for execution by the Trust be authorised to complete and sign a certificate to that effect in the form appended to these minutes as Appendix 2; and either of the persons referred to in paragraph 2.4.6, the Board secretary or another relevant Trust Officer be authorised to 2 Trust to advise as to the identity of the authorised officers or named individuals v1 Page 4

18 produce to Interserve Construction Limited a certified copy of the standing orders and standing financial instructions of the Trust. Chairman v1 Page 5

19 APPENDIX 1 [ON HEADED PAPER OF AIREDALE NHS FOUNDATION TRUST] Interserve Construction Limited 395 George Road Erdington Birmingham B23 7RZ [ ] 2013 Re-provision of energy and energy management facilities at Airedale General Hospital I, [Name of officer], the [Role of relevant officer] of Airedale NHS Foundation Trust, refer to the project agreement proposed to be entered into between Airedale NHS Foundation Trust (1) and Interserve Construction Limited (2) (the Project Agreement). Terms defined in the Project Agreement shall have the same meanings in this certificate. I hereby certify that: 1 by authority conferred: 1.1 by resolutions passed by the Trust s Board at a meeting held on 27 March 2013 (the Meeting); 1.2 the Trust s standing orders and standing financial instructions; and 1.3 the scheme of delegation operated by the Trust, the persons listed below have the authority to sign the Project Agreement and the other Documents (as defined in the minutes of the Meeting) to which Airedale NHS Foundation Trust is a party: [Name of officer], [Role of officer] [Name of officer], [Role of officer] 2 the signature appearing opposite the name of such person is his/her true signature: Name Position Specimen signature Page 6

20 Name Position Specimen signature This certificate is authorised by the Trust... Name: Position/office: 2013 Page 7

21 APPENDIX 2 [ON HEADED PAPER OF AIREDALE NHS FOUNDATION TRUST] Interserve Construction Limited 395 George Road Erdington Birmingham B23 7RZ [ ] 2013 Re-provision of energy and energy management facilities at Airedale General Hospital I, [Name of officer], the [Role of relevant officer] of Airedale NHS Foundation Trust, refer to the project agreement proposed to be entered into between Airedale NHS Foundation Trust (1) and Interserve Construction Limited (2) (the Project Agreement), and to resolutions passed by the Trust s Board at a meeting held on 27 March Terms defined in the Project Agreement shall have the same meanings in this certificate. I hereby certify that the versions of each of the Documents approved for execution by the Trust are: Document Parties Draft Project Agreement Airedale NHS Foundation Trust (1) and Interserve Draft, dated [ ] 2013 Construction Limited (2) Certificate of Airedale NHS Foundation As in Schedule 28 to the Commencement Trust (1) and Interserve Construction Limited (2) above-referred draft of the Project Agreement Funder's Direct Agreement Airedale NHS Foundation As in Schedule 6 to the Trust (1), Interserve above-referred draft of the Construction Limited (2) and Project Agreement The Co-operative Bank P.L.C. Leases, of land at Airedale General Hospital Airedale NHS Foundation Trust (1) and Interserve Construction Limited (2) As in Schedule 7 to the above-referred draft of the Project Agreement This certificate is authorised by the Trust. Page 8

22 .. Name: Position/office: 2013 Page 9

23 Appendix D [ON HEADED PAPER OF AIREDALE NHS FOUNDATION TRUST] Interserve Construction Limited 395 George Road Erdington Birmingham B23 7RZ [ ] 2013 Re-provision of energy and energy management facilities at Airedale General Hospital I, [Name of officer], the [Role of relevant officer] of Airedale NHS Foundation Trust, refer to the project agreement proposed to be entered into between Airedale NHS Foundation Trust (1) and Interserve Construction Limited (2) (the Project Agreement). Terms defined in the Project Agreement shall have the same meanings in this certificate. I hereby certify that: 1 by authority conferred: 1.1 by resolutions passed by the Trust s Board at a meeting held on 27 March 2013 (the Meeting); 1.2 the Trust s standing orders and standing financial instructions; and 1.3 the scheme of delegation operated by the Trust, the persons listed below have the authority to sign the Project Agreement and the other Documents (as defined in the minutes of the Meeting) to which Airedale NHS Foundation Trust is a party: [Name of officer], [Role of officer] [Name of officer], [Role of officer] 2 the signature appearing opposite the name of such person is his/her true signature: Name Position Specimen signature Page 1

24 Name Position Specimen signature This certificate is authorised by the Trust... Name: Position/office: 2013 Page 2

25 Appendix E [ON HEADED PAPER OF AIREDALE NHS FOUNDATION TRUST] Interserve Construction Limited 395 George Road Erdington Birmingham B23 7RZ [ ] 2013 Re-provision of energy and energy management facilities at Airedale General Hospital I, [Name of officer], the [Role of relevant officer] of Airedale NHS Foundation Trust, refer to the project agreement proposed to be entered into between Airedale NHS Foundation Trust (1) and Interserve Construction Limited (2) (the Project Agreement), and to resolutions passed by the Trust s Board at a meeting held on 27 March Terms defined in the Project Agreement shall have the same meanings in this certificate. I hereby certify that the versions of each of the Documents approved for execution by the Trust are: Document Parties Draft Project Agreement Airedale NHS Foundation Trust (1) and Interserve Draft, dated [ ] 2013 Construction Limited (2) Certificate of Airedale NHS Foundation As in Schedule 28 to the Commencement Trust (1) and Interserve Construction Limited (2) above-referred draft of the Project Agreement Funder's Direct Agreement Airedale NHS Foundation As in Schedule 6 to the Trust (1), Interserve above-referred draft of the Construction Limited (2) and Project Agreement The Co-operative Bank P.L.C. Leases, of land at Airedale General Hospital Airedale NHS Foundation Trust (1) and Interserve Construction Limited (2) As in Schedule 7 to the above-referred draft of the Project Agreement This certificate is authorised by the Trust. Page 1

26 .. Name: Position/office: 2013 Page 2