Common use of Performance Improvement Plan Clause in Contracts

Performance Improvement Plan. (a) If the Service Provider is directed by DCJ to prepare and submit to it a Performance Improvement Plan, the following provisions will apply: (i) the Service Provider must submit the Performance Improvement Plan to DCJ within 10 Business Days from the date the Service Provider receives the direction from DCJ; (ii) DCJ will use its reasonable efforts to complete its review of the Performance Improvement Plan as soon as reasonably practicable, and the Service Provider agrees to respond to any queries raised by DCJ and to attend any meetings, whether in person or by telephone, regarding the Performance Improvement Plan; (iii) DCJ will advise the Service Provider as soon as reasonably practicable whether or not it approves the Performance Improvement Plan; (iv) if DCJ notifies the Service Provider that it approves the Performance Improvement Plan, the provisions of clause 8.2(b) will apply to the Performance Improvement Plan; and (v) if following the consultation process referred to in clause 8.2(a)(ii) above, DCJ notifies the Service Provider that it does not approve the Performance Improvement Plan, DCJ will at the same time give notice to the Service Provider of such reasonable changes DCJ requires the Service Provider to make to the Performance Improvement Plan and the provisions of clause 8.2(a) will apply to the Performance Improvement Plan, as varied by the changes notified by DCJ. (b) The Service Provider must immediately implement the Performance Improvement Plan once it is approved by DCJ. (c) In addition to DCJ’s right of audit under clause 5 of the Funding Deed, DCJ may attend any premises owned or operated by the Service Provider, or request any information from the Service Provider, to conduct an audit of the Service Provider’s compliance with the Performance Improvement Plan to which clause 8.2(b) applies. (d) Following an audit pursuant to clause 8.2(c), and/or in the event that DCJ in its sole discretion determines that the Service Provider has failed to comply with the Performance Improvement Plan, DCJ may, at its sole and absolute discretion: (i) direct the Service Provider to prepare a further Performance Improvement Plan, in which case the provisions of this clause 8.2 will apply to that Performance Improvement Plan; (ii) reduce or cap the Contracted Volume of the Service Provider in respect of any of the Services; or (iii) terminate this Agreement in accordance with clause 19.1(n) of the Funding Deed.

Performance Improvement Plan. (a) If After receiving the Service Provider is directed by DCJ to prepare and submit to it a Recipient’s Performance Improvement PlanPlan in accordance with Clause 15(b), the following provisions DFAT will apply: (i) the Service Provider must submit within 30 days review the Performance Improvement Plan to DCJ within 10 Business Days from and give the date the Service Provider receives the direction from DCJ; (ii) DCJ will use its reasonable efforts to complete its review of the Performance Improvement Plan as soon as reasonably practicable, and the Service Provider agrees to respond to any queries raised by DCJ and to attend any meetings, whether in person or by telephone, regarding the Performance Improvement Plan; (iii) DCJ will advise the Service Provider as soon as reasonably practicable whether or not it Recipient notice that: DFAT approves the Performance Improvement Plan; (iv) if DCJ notifies the Service Provider that it approves the Performance Improvement Plan, the provisions of clause 8.2(b) will apply to the Performance Improvement Plan; and (v) if following the consultation process referred to in clause 8.2(a)(ii) above, DCJ notifies the Service Provider that it or DFAT does not approve the Performance Improvement Plan, DCJ will at the same time give notice to the Service Provider of such reasonable changes DCJ requires the Service Provider to make to . If DFAT rejects the Performance Improvement Plan, the Recipient must amend and resubmit its proposed Performance Improvement Plan (again within the timeframe determined in accordance with Clause 15(b)), to take account of any concerns that DFAT may have with it, including in relation to matters such as the steps proposed to be taken by the Recipient, and the provisions of clause 8.2(atimeframe in which any steps are proposed to occur. If a Performance Improvement Plan is rejected and resubmitted, the process described in Clauses 15(c) and (d) will apply to the resubmitted Performance Improvement Plan. Once a Performance Improvement Plan is approved by DFAT, the Recipient must complete all of the steps and activities in the approved Performance Improvement Plan within the timeframes specified in the approved Performance Improvement Plan. If the Recipient: does not submit a Performance Improvement Plan that DFAT is prepared to approve; or does not comply with the requirements of any approved Performance Improvement Plan, as varied by the changes notified by DCJ. then DFAT may immediately suspend payment in accordance with Clause 7.2(a)(ii) (bSuspension) The Service Provider must immediately implement the Performance Improvement Plan once it is approved by DCJ. (c) In addition to DCJ’s right of audit under clause 5 of the Funding Deed, DCJ may attend any premises owned or operated by the Service Provider, or request any information from the Service Provider, to conduct an audit of the Service Provider’s compliance with the Performance Improvement Plan to which clause 8.2(b) applies. (d) Following an audit pursuant to clause 8.2(c), and/or in the event that DCJ in its sole discretion determines that the Service Provider has failed to comply with the Performance Improvement Plan, DCJ may, at its sole and absolute discretion: (i) direct the Service Provider to prepare a further Performance Improvement Plan, in which case the provisions of this clause 8.2 will apply to that Performance Improvement Plan; (ii) reduce or cap the Contracted Volume of the Service Provider in respect of any of the Services; or (iii) terminate this Agreement in accordance with clause 19.1(n) Clause 34.2 (Termination for default). The exercise of DFAT's rights under this Clause 15, including the approval of a Performance Improvement Plan, will: not operate as a waiver of the Funding Deedobligations (or any breach thereof) that the Recipient may have under this Agreement; and not limit DFAT's rights or remedies it may have against the Recipient in connection with the Performance Issue (for example, to claim damages for breach or terminate this Agreement).

Performance Improvement Plan. (a) If After receiving the Service Provider is directed by DCJ to prepare and submit to it a Recipient’s Performance Improvement PlanPlan in accordance with Clause 15.1(b), the following provisions DFAT will apply: (i) the Service Provider must submit within 30 days review the Performance Improvement Plan to DCJ within 10 Business Days from and give the date the Service Provider receives the direction from DCJ; (ii) DCJ will use its reasonable efforts to complete its review of the Performance Improvement Plan as soon as reasonably practicable, and the Service Provider agrees to respond to any queries raised by DCJ and to attend any meetings, whether in person or by telephone, regarding the Performance Improvement Plan; (iii) DCJ will advise the Service Provider as soon as reasonably practicable whether or not it Recipient notice that: DFAT approves the Performance Improvement Plan; (iv) if DCJ notifies the Service Provider that it approves the Performance Improvement Plan, the provisions of clause 8.2(b) will apply to the Performance Improvement Plan; and (v) if following the consultation process referred to in clause 8.2(a)(ii) above, DCJ notifies the Service Provider that it or DFAT does not approve the Performance Improvement Plan, DCJ will at the same time give notice to the Service Provider of such reasonable changes DCJ requires the Service Provider to make to . If DFAT rejects the Performance Improvement Plan, the Recipient must amend and resubmit its proposed Performance Improvement Plan (again within the timeframe determined in accordance with Clause 15.1(b)), to take account of any concerns that DFAT may have with it, including in relation to matters such as the steps proposed to be taken by the Recipient, and the provisions of clause 8.2(atimeframe in which any steps are proposed to occur. If a Performance Improvement Plan is rejected and resubmitted, the process described in Clauses 15.1(d) and (d) will apply to the resubmitted Performance Improvement Plan. Once a Performance Improvement Plan is approved by DFAT, the Recipient must complete all of the steps and activities in the approved Performance Improvement Plan within the timeframes specified in the approved Performance Improvement Plan. If the Recipient: does not submit a Performance Improvement Plan that DFAT is prepared to approve; or does not comply with the requirements of any approved Performance Improvement Plan, as varied by the changes notified by DCJ. then DFAT may immediately suspend payment in accordance with Clause 7.2(a)(ii) (bSuspension) The Service Provider must immediately implement the Performance Improvement Plan once it is approved by DCJ. (c) In addition to DCJ’s right of audit under clause 5 of the Funding Deed, DCJ may attend any premises owned or operated by the Service Provider, or request any information from the Service Provider, to conduct an audit of the Service Provider’s compliance with the Performance Improvement Plan to which clause 8.2(b) applies. (d) Following an audit pursuant to clause 8.2(c), and/or in the event that DCJ in its sole discretion determines that the Service Provider has failed to comply with the Performance Improvement Plan, DCJ may, at its sole and absolute discretion: (i) direct the Service Provider to prepare a further Performance Improvement Plan, in which case the provisions of this clause 8.2 will apply to that Performance Improvement Plan; (ii) reduce or cap the Contracted Volume of the Service Provider in respect of any of the Services; or (iii) terminate this Agreement in accordance with clause 19.1(n) Clause 34.2 (Termination for default). The exercise of DFAT's rights under this Clause 15, including the approval of a Performance Improvement Plan, will: not operate as a waiver of the Funding Deedobligations (or any breach thereof) that the Recipient may have under this Agreement; and not limit DFAT's rights or remedies it may have against the Recipient in connection with the Performance Issue (for example, to claim damages for breach or terminate this Agreement).

Performance Improvement Plan. (a) If the Service Provider is directed by DCJ Concessionaire accumulates an amount of Non-Compliance Points equal to or greater than 60% of the total number of Non-Compliance Points in the Non-Compliance Points Table in any consecutive 365-Day period or allows to continue an amount of Non- Compliance Points in respect of uncured Performance Shortfalls equal to or greater than 30% of the total number of Non-Compliance Points in the Non-Compliance Points Table at any time, the Department may require the Concessionaire to prepare and submit (at the Concessionaire’s sole cost and expense) a proposed Performance Improvement Plan (the “Performance Improvement Plan”) for the Department’s approval, which will not be unreasonably withheld; provided, that the Performance Improvement Plan addresses the correction of the underlying Performance Shortfalls and is consistent with the requirements of this Agreement. The Concessionaire will deliver the Performance Improvement Plan to the Department within 30 Days of its request. The Performance Improvement Plan will set forth a schedule and describe specific actions the Concessionaire will undertake to improve its performance as demonstrated by reducing the EXECUTION VERSION – DECEMBER 5, 2011 frequency with which it a is assessed Non-Compliance Points and by its incurring no new uncured Performance Shortfalls following implementation of the Performance Improvement Plan. Such actions may include: (i) improvements to the Concessionaire’s quality management practices, plans and procedures; (ii) changes in its organizational and management structures; (iii) increased monitoring and inspections; (iv) changes in key personnel; and (v) the replacement of Contractors. The Concessionaire will diligently implement the approved Performance Improvement Plan in accordance with the schedule set forth therein. (b) If, after 180 Days following the implementation of the approved Performance Improvement Plan, the following provisions will applyConcessionaire can demonstrate that: (i) the Service Provider must submit the Performance Improvement Plan has reduced the number of Non- Compliance Points accumulated and the number of continuing Performance Shortfalls classified as “Category A” or “Category B” in the Non-Compliance Points Table as compared to DCJ within 10 Business Days from the date period prior to the Service Provider receives the direction from DCJ; (ii) DCJ will use its reasonable efforts to complete its review implementation of the Performance Improvement Plan as soon as reasonably practicable, and the Service Provider agrees to respond to any queries raised by DCJ and to attend any meetings, whether in person or by telephone, regarding the Performance Improvement Plan; (iii) DCJ will advise the Service Provider as soon as reasonably practicable whether or not it approves the Performance Improvement Plan; (iv) if DCJ notifies the Service Provider that it approves the Performance Improvement Plan, the provisions of clause 8.2(b) will apply to the Performance Improvement Plan; and (v) if following the consultation process referred to in clause 8.2(a)(ii) above, DCJ notifies the Service Provider that it does not approve the Performance Improvement Plan, DCJ will at the same time give notice to the Service Provider of such reasonable changes DCJ requires the Service Provider to make to the Performance Improvement Plan and the provisions of clause 8.2(a) will apply to the Performance Improvement Plan, as varied by the changes notified by DCJ. (b) The Service Provider must immediately implement the Performance Improvement Plan once it is approved by DCJ. (c) In addition to DCJ’s right of audit under clause 5 of the Funding Deed, DCJ may attend any premises owned or operated by the Service Provider, or request any information from the Service Provider, to conduct an audit of the Service Provider’s compliance with the Performance Improvement Plan to which clause 8.2(b) applies. (d) Following an audit pursuant to clause 8.2(c), and/or in the event that DCJ in its sole discretion determines that the Service Provider has failed to comply with the Performance Improvement Plan, DCJ may, at its sole and absolute discretion: (i) direct the Service Provider to prepare a further Performance Improvement Plan, in which case the provisions of this clause 8.2 will apply to that Performance Improvement Plan; (ii) reduce or cap the Contracted Volume Concessionaire is complying in all material respects with the course of action described in the Service Provider in respect of any of the Servicesapproved Performance Improvement Plan; orand (iii) terminate this Agreement the Concessionaire has been assessed no Non-Compliance Points for Performance Shortfalls classified as “Category C” in accordance with clause 19.1(n) the Non-Compliance Points Table since the implementation of the Funding Deedapproved Performance Improvement Plan; then the total number of outstanding Non-Compliance Points assessed to the Concessionaire over the course of the prior 180-Day period will be reduced by 50%. (c) The Concessionaire acknowledges that its failure to comply with this Section 11.07 may constitute a Concessionaire Default pursuant to Section 19.01.

Performance Improvement Plan. (a) If the Service Provider is directed by DCJ Concessionaire accumulates an amount of Non-Compliance Points equal to or greater than 60% of the total number of Non-Compliance Points in the Non-Compliance Points Table in any consecutive 365-Day period or allows to continue an amount of Non- Compliance Points in respect of uncured Performance Shortfalls equal to or greater than 30% of the total number of Non-Compliance Points in the Non-Compliance Points Table at any time, the Department may require the Concessionaire to prepare and submit (at the Concessionaire’s sole cost and expense) a proposed Performance Improvement Plan (the “Performance Improvement Plan”) for the Department’s approval, which will not be unreasonably withheld; provided, that the Performance Improvement Plan addresses the correction of the underlying Performance Shortfalls and is consistent with the requirements of this Agreement. The Concessionaire will deliver the Performance Improvement Plan to the Department within 30 Days of its request. The Performance Improvement Plan will set forth a schedule and describe specific actions the Concessionaire will undertake to improve its performance as demonstrated by reducing the frequency with which it a is assessed Non-Compliance Points and by its incurring no new uncured Performance Shortfalls following implementation of the Performance Improvement Plan. Such actions may include: (i) improvements to the Concessionaire’s quality management practices, plans and procedures; (ii) changes in its organizational and management structures; (iii) increased monitoring and inspections; (iv) changes in key personnel; and (v) the replacement of Contractors. The Concessionaire will diligently implement the approved Performance Improvement Plan in accordance with the schedule set forth therein. (b) If, after 180 Days following the implementation of the approved Performance Improvement Plan, the following provisions will applyConcessionaire can demonstrate that: (i) the Service Provider must submit the Performance Improvement Plan has reduced the number of Non- Compliance Points accumulated and the number of continuing Performance Shortfalls classified as “Category A” or “Category B” in the Non-Compliance Points Table as compared to DCJ within 10 Business Days from the date period prior to the Service Provider receives the direction from DCJ; (ii) DCJ will use its reasonable efforts to complete its review implementation of the Performance Improvement Plan as soon as reasonably practicable, and the Service Provider agrees to respond to any queries raised by DCJ and to attend any meetings, whether in person or by telephone, regarding the Performance Improvement Plan; (iii) DCJ will advise the Service Provider as soon as reasonably practicable whether or not it approves the Performance Improvement Plan; (iv) if DCJ notifies the Service Provider that it approves the Performance Improvement Plan, the provisions of clause 8.2(b) will apply to the Performance Improvement Plan; and (v) if following the consultation process referred to in clause 8.2(a)(ii) above, DCJ notifies the Service Provider that it does not approve the Performance Improvement Plan, DCJ will at the same time give notice to the Service Provider of such reasonable changes DCJ requires the Service Provider to make to the Performance Improvement Plan and the provisions of clause 8.2(a) will apply to the Performance Improvement Plan, as varied by the changes notified by DCJ. (b) The Service Provider must immediately implement the Performance Improvement Plan once it is approved by DCJ. (c) In addition to DCJ’s right of audit under clause 5 of the Funding Deed, DCJ may attend any premises owned or operated by the Service Provider, or request any information from the Service Provider, to conduct an audit of the Service Provider’s compliance with the Performance Improvement Plan to which clause 8.2(b) applies. (d) Following an audit pursuant to clause 8.2(c), and/or in the event that DCJ in its sole discretion determines that the Service Provider has failed to comply with the Performance Improvement Plan, DCJ may, at its sole and absolute discretion: (i) direct the Service Provider to prepare a further Performance Improvement Plan, in which case the provisions of this clause 8.2 will apply to that Performance Improvement Plan; (ii) reduce or cap the Contracted Volume Concessionaire is complying in all material respects with the course of action described in the Service Provider in respect of any of the Servicesapproved Performance Improvement Plan; orand (iii) terminate this Agreement the Concessionaire has been assessed no Non-Compliance Points for Performance Shortfalls classified as “Category C” in accordance with clause 19.1(n) the Non-Compliance Points Table since the implementation of the Funding Deedapproved Performance Improvement Plan; then the total number of outstanding Non-Compliance Points assessed to the Concessionaire over the course of the prior 180-Day period will be reduced by 50%. (c) The Concessionaire acknowledges that its failure to comply with this Section 11.07 may constitute a Concessionaire Default pursuant to Section 19.01.