Common use of DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT Clause in Contracts

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. ‌ 28.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 27 and Clauses 28.1 to 28.5 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of Clause 27 and this Clauses 28.1 to 28.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 28.1 to 28.5 (inclusive) and the Cessation Plan shall prevail. 28.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness. 28.3 As from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 28.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, in accordance with the provisions of Clauses 28.1 to 28.5 (inclusive) and to give effect to the terms of the Declaration of Ineffectiveness. 28.4 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.5 The Authority shall pay the Services Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Contract or as otherwise reasonably determined by the Authority. Provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to Clauses 28.1 to 28.5 (inclusive). 28.6 Without prejudice to the Authority's rights of termination implied into the Contract by regulation 73(3) of the Public Contracts Regulations 2015 or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, TfL shall promptly notify the Service Provider and the Parties agree that the provisions of Clause 27 and these Clauses 28.6 to 28.10 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of Clause 27 and these Clauses 28.6 to 28.10 or the Cessation Plan, the provisions of these Clauses 28.6 to 28.10 and the Cessation Plan shall prevail. 28.7 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event. 28.8 As from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, TfL shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.8.1 an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 28.8.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, 28.9 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.10 The Authority shall pay the Service Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Authority, provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to these Clauses 28.6 to 28.10 (inclusive)

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. ‌ 28.1 In the event that a court makes a Declaration of IneffectivenessIneffectiveness in respect of this Agreement and/or any relevant Call-Off Contract, the Relevant Authority shall promptly notify the Service Provider. The Parties Service Provider and the Relevant Authority agree that the provisions of Clause clause 27 and Clauses 28.1 clauses 28.1, 28.2, 28.4 to 28.5 (inclusive) 28.6 and 28.12 shall apply as from the date of receipt by the Service Provider of the notification of time when the Declaration of IneffectivenessIneffectiveness is made. Where there is any conflict or discrepancy between the The provisions of Clause 27 clause 27.4 shall apply (mutatis mutandis) as if (for this purpose and no other) the notice of Declaration of Ineffectiveness was a notice by the Relevant Authority to terminate this Clauses 28.1 to 28.5 (inclusive) or Agreement and/or the Cessation PlanCall-Off Contract, as the provisions of this Clauses 28.1 to 28.5 (inclusive) and the Cessation Plan shall prevailcase may be, under clause 27.4. 28.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party the Relevant Authority or the Service Provider prior to or after such Declaration of Ineffectiveness in respect of the period prior to the Declaration of Ineffectiveness, save as otherwise expressly provided to the contrary in clauses 28.1 to 28.6. 28.3 During any court proceedings seeking a Declaration of Ineffectiveness in respect of this Agreement and/or any Call-Off Contract, the Relevant Authority may require the Service Provider to prepare a Cessation Plan in accordance with this clause 28.3 by issuing a notice in writing. As from the date of receipt by the Service Provider of such notification from the notification of the Declaration of IneffectivenessRelevant Authority, the Parties Relevant Authority and the Service Provider (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Relevant Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.3.1 where the proceedings are seeking a Declaration of Ineffectiveness in relation to this Agreement: 28.3.1.1 an orderly and efficient cessation of the Services or (at the Relevant Authority’s request) a transition of the Services to the Relevant Authority or such other entity as the Relevant Authority may specify; and 28.3.2 28.3.1.2 minimal disruption or inconvenience to the Relevant Authority or to public passenger transport services customers of the Services; or 28.3.2 where the proceedings are seeking a Declaration of Ineffectiveness in relation to a Call-Off Contract: 28.3.2.1 an orderly and efficient cessation of the Services or facilities(at the Relevant Authority’s request) a transition of the Services to the Relevant Authority or such other entity as the Relevant Authority may specify; and 28.3.2.2 minimal disruption or inconvenience to the Relevant Authority or to customers of the Services, in each case in accordance with the provisions of Clauses 28.1 clauses 28.2 to 28.5 (inclusive) 28.6 and to give which the Relevant Authority and Service Provider agree would have effect to in the terms of the event that a Declaration of IneffectivenessIneffectiveness is made. 28.4 Upon agreementWhere there is any conflict or discrepancy between the provisions of clause 27 and any of clauses 28.2 to 28.6 or 28.12 or the Cessation Plan, or determination by the Authority, provisions of these clauses 28.2 to 28.6 and 28.12 and the Cessation Plan the Parties shall prevail. 28.5 The Relevant Authority and Service Provider will comply with their respective obligations under the Cessation PlanPlan (as agreed by the Relevant Authority and Service Provider or, where agreement cannot be reached, as reasonably determined by the Relevant Authority) in the event that a Declaration of Ineffectiveness is made. 28.5 28.6 The Relevant Authority shall pay the Services Provider’s reasonable costs in assisting the Authority relevant in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Contract or as otherwise reasonably determined by the Authority. Provided that the Relevant Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity Indirect Loss as a result of the early termination of this Agreement and/or any Call-Off Contract pursuant to Clauses 28.1 to 28.5 (inclusive)any Declaration of Ineffectiveness. 28.6 28.7 Without prejudice to the Relevant Authority's ’s rights of termination implied into the Contract this Agreement by regulation Regulation 73(3) of the Public Contracts Regulations 2015 or 2015, the Contracting Authority has a right to terminate this Agreement and the Relevant Authority has a right to terminate any equivalent provisions in regulations implementing relevant Call-Off Contract on any of the EU Utilities Directive 2014/25, in Public Procurement Termination Grounds. In the event of that the Contracting Authority exercises its right to terminate this Agreement or the Relevant Authority exercises its right to terminate a relevant Call-Off Contract pursuant to this Clause 28.7 (a “Public Procurement Termination Event”), TfL the Relevant Authority shall promptly notify the Service Provider and the Parties Relevant Authority and the Service Provider agree that that: 28.7.1 the provisions of Clause clause 27 and these Clauses 28.6 clauses 28.7 to 28.10 (inclusive) 28.12 shall apply as from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event. If ; and 28.7.2 if there is any conflict or discrepancy between the provisions of Clause clause 27 and any of these Clauses 28.6 clauses 28.7 to 28.10 28.12 or the Cessation Plan, the provisions of these Clauses 28.6 clauses 28.7 to 28.10 28.12 and the Cessation Plan shall prevail. 28.7 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event. 28.8 As from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, TfL shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.8.1 an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 28.8.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, 28.9 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.10 The Authority shall pay the Service Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Authority, provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to these Clauses 28.6 to 28.10 (inclusive)

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. ‌ 28.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 27 29 and Clauses 28.1 30.1 to 28.5 30.5 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of Clause 27 29 and this Clauses 28.1 30.1 to 28.5 30.5 (inclusive) or the Cessation Plan, the provisions of this Clauses 28.1 30.1 to 28.5 30.5 (inclusive) and the Cessation Plan shall prevail. 28.2 . The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness. 28.3 . As from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.3.1 : an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 28.3.2 and minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, in accordance with the provisions of Clauses 28.1 30.1 to 28.5 30.5 (inclusive) and to give effect to the terms of the Declaration of Ineffectiveness. 28.4 . Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.5 . The Authority shall pay the Services Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Contract Agreement or as otherwise reasonably determined by the Authority. Provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract Agreement pursuant to Clauses 28.1 30.1 to 28.5 30.5 (inclusive). 28.6 . Without prejudice to the Authority's ’s rights of termination implied into the Contract by regulation 73(3) of the Public Contracts Regulations 2015 or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, TfL the Authority shall promptly notify the Service Provider and the Parties agree that the provisions of this Clause 27 and these Clauses 28.6 30.6 to 28.10 30.10 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of Clause 27 29 and these Clauses 28.6 30.6 to 28.10 30.10 or the Cessation Plan, the provisions of these Clauses 28.6 30.6 to 28.10 30.10 and the Cessation Plan shall prevail. 28.7 . The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event. 28.8 . As from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, TfL the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.8.1 : an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 28.8.2 and minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, 28.9 , in accordance with the provisions of this Clause 30.6 to 30.10 (inclusive) and to give effect to the terms of the Public Procurement Termination Event. Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.10 . The Authority shall pay the Service Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Authority, provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract Agreement pursuant to these Clauses 28.6 this Clause 30.6 to 28.10 30.10 (inclusive). Survival The provisions of Clauses 1, 6, 7, 8, 11.2.2, 11.2.3, 13.1.1, 13.1.2, 13.1.5, 13.2, 16, 18-22 (inclusive), 23.2, 25-27 (inclusive), 29-32 (inclusive), 34-44 (inclusive) and any other Clauses or Schedules that are necessary to give effect to those Clauses shall survive termination or expiry of this Agreement. In addition, any other provision of this Agreement which by its nature or implication is required to survive the termination or expiry of this Agreement or relevant Call-Off Contract shall do so. Rights of Third Parties Save that any member of the Authority Group has the right to enforce the terms of this Agreement or any relevant Call-Off Contract in accordance with the Contracts (Rights of Third Parties) Act 1999 (“Third Party Act”), the Parties do not intend that any of the terms of this Agreement or any relevant Call-Off Contract will be enforceable by virtue of the Third Party Act by any person not a party to it. Notwithstanding Clause 32.1, the Parties are entitled to vary or rescind this Agreement or any relevant Call-Off Contract without the consent of any or all members of the Authority Group. Contract Variation Save where the Authority may require an amendment to the Services, this Agreement or any relevant Call-Off Contract may only be varied or amended with the written agreement of both Parties. The details of any variations or amendments shall be set out in such form as the Authority may dictate and which may be substantially in the form set out in Schedule 7 and shall not be binding upon the Parties unless completed in accordance with such form of variation.

DECLARATION OF INEFFECTIVENESS AND PUBLIC PROCUREMENT TERMINATION EVENT. ‌ 28.1 In the event that a court makes a Declaration of Ineffectiveness, the Authority shall promptly notify the Service Provider. The Parties agree that the provisions of Clause 27 and Clauses 28.1 to 28.5 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of Clause 27 and this Clauses 28.1 to 28.5 (inclusive) or the Cessation Plan, the provisions of this Clauses Clause 28.1 to 28.5 (inclusive) and the Cessation Plan shall prevail. 28.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness. 28.3 As from the date of receipt by the Service Provider of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the Authority shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.3.1 an orderly and efficient cessation of the Services or (at the Authority’s request) a transition of the Services to the Authority or such other entity as the Authority may specify; and 28.3.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities, in accordance with the provisions of Clauses 28.1 to 28.5 (inclusive) and to give effect to the terms of the Declaration of Ineffectiveness. 28.4 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.5 The Authority shall pay the Services Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Contract or as otherwise reasonably determined by the Authority. Provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to Clauses 28.1 to 28.5 (inclusive). 28.6 Without prejudice to the Authority's rights of termination implied into the Contract by regulation 73(3) of the Public Contracts Regulations 2015 or any equivalent provisions in regulations implementing the EU Utilities Directive 2014/25, in the event of a Public Procurement Termination Event, TfL shall promptly notify the Service Provider and the Parties agree that the provisions of Clause 27 and these Clauses 28.6 to 28.10 (inclusive) shall apply as from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event. If there is any conflict or discrepancy between the provisions of Clause 27 and these Clauses 28.6 to 28.10 or the Cessation Plan, the provisions of these Clauses 28.6 to 28.10 and the Cessation Plan shall prevail. 28.7 The Public Procurement Termination Event shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Public Procurement Termination Event. 28.8 As from the date of receipt by the Service Provider of the notification of the Public Procurement Termination Event, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, TfL shall reasonably determine an appropriate Cessation Plan with the object of achieving: 28.8.1 an orderly and efficient cessation or (at the Authority's election) a transition to the Authority or such other entity as the Authority may specify of: (i) the Services; or (at Authority's election), (ii) the part of the Services which are affected by the Public Procurement Termination Event; and 28.8.2 minimal disruption or inconvenience to the Authority or to public passenger transport services or facilities,, in accordance with the provisions of these Clauses 28.6 to 28.10 (inclusive) and to give effect to the terms of the Public Procurement Termination Event. 28.9 Upon agreement, or determination by the Authority, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan. 28.10 The Authority shall pay the Service Provider’s reasonable costs in assisting the Authority in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs or Charges agreed as part of this Agreement or as otherwise reasonably determined by the Authority, provided that the Authority shall not be liable to the Service Provider for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract pursuant to these Clauses 28.6 to 28.10 (inclusive)