Common use of PERMITS TO USE Clause in Contracts

PERMITS TO USE. 17.1 [The Works shall be carried out in [ ] Phases which may be completed in any order.] 17.2 Project Co shall notify the Independent Tester and the Authority's Representative of the date when Project Co (acting reasonably) considers that [a Phase of] the Works will be complete in accordance with the PTU Criteria not less than [ ] Business Days prior to such anticipated completion. ("Expected PTU Date"). Such notice shall be accompanied by Project Co's detailed programme of activities (including Works) that Project Co intends to complete to ensure that the PTU Criteria are satisfied by the Expected PTU Date. 17.3 The parties each undertake to co-operate with the Independent Tester to ensure that the Independent Tester is familiar with all necessary aspects of the Project for the purposes of its role as described in this Clause 17 (Permits to Use). 17.4 Following receipt of the notice specified in this Clause 17.2 the Authority's Representative and the Independent Tester shall be entitled to inspect the Works [relating to the relevant Phase] on the date or dates reasonably specified by Project Co in accordance with Clause 17.2, and to attend any of the tests on completion. Project Co shall, if so requested, accompany the Authority's Representative and the Independent Tester on any such inspection. 17.5 Pursuant to the terms of the Independent Tester Contract and subject to Clauses 17.10 to 17.12 (Snagging Items), the parties shall procure that the Independent Tester: 17.5.1 notifies Project Co and the Authority that it intends to issue the Permit to Use when he is satisfied that [a Phase is] [the Works are] complete in accordance with the PTU Criteria; or 17.5.2 subject to Clause 17.6, notify Project Co and the Authority that in its opinion Project Co has not satisfied the PTU Criteria for the [relevant Phase] [the Works], giving reasons for such refusal in writing to each of Project Co and the Authority. 17.6 The parties acknowledge that the Independent Tester may refuse to issue the Permit to Use only if one or more of the PTU Criteria have not been satisfied. The decision of the Independent Tester as to whether a PTU Criterion has been satisfied shall be final. 17.7 If the Independent Tester serves a notice under Clause 17.5.2, then Project Co shall at its own cost perform such further works or other measures necessary or appropriate to remedy or remove the cause of the refusal to issue the Permit to Use, and shall notify each of the Independent Tester and Authority on completion of such further works or measures. The Independent Tester and the Authority's Representative shall inspect such further works or measures within five (5) Business Days of such notices. Project Co shall, if so requested, accompany the Authority's Representative and the Independent Tester on any such inspection. The provisions of Clauses 17.5 to this 17.7 shall thereafter apply to such notice, mutatis mutandis. 17.8 The issue of the Permit to Use shall: 17.8.1 be without prejudice to any obligation of the Project Co under this Agreement; 17.8.2 be without prejudice to any warranties given by the Project Co under this Agreement; and 17.8.3 in no way signify the Authority's approval of any part of the Works or Services. 17.9 Without prejudice to Clauses 17.10 and 17.3, the issue of the Permit to Use in respect of [a Phase][the Works] shall, in the absence of manifest error, bad faith or fraud, be conclusive evidence (but only for the purpose of ascertaining the relevant [Payment Commencement Date]), that the [Phase] [Works] [was][were] complete in accordance with the PTU Criteria on the date stated in the relevant Permit to Use. 17.10 The Independent Tester shall on the same day as the date of issue of the Permit to Use in relation to a [Phase] [the Works] issue to Project Co. and the Authority a list of the relevant Snagging Items (the "Snagging List"). Within [five (5)] Business Days after the date of receipt from the Independent Tester of the Snagging List, Project Co will provide to the Authority and the Independent Tester a reasonable programme (the “Snagging Programme”) for making good each Snagging Item set out in the Snagging List provided that the Snagging Programme will require that each Snagging Item will be made good within twenty (20) Business Days after the date of provision of the Snagging Programme or, where it is not reasonably practicable to make good within twenty (20) Business Days due to the lead times for supplies or materials, within such time as is reasonably practicable. The parties will seek to agree the Snagging Programme or in default of agreement will refer the matter for determination under Clause 56 (Dispute Resolution Procedure). 17.11 Project Co shall, in consultation with the Authority's Representative and in such a manner as to cause as little disruption as reasonably practicable to the Authority's use of the Project Facilities, Project Co shall make good each Snagging Item in accordance with the Snagging Programme to the satisfaction of the Independent Tester. Upon satisfactory completion of the Snagging List, the Independent Tester will issue the Snagging Items Completion Certificate in accordance with the Independent Tester Contract and Schedule 22 (Certificates). 17.12 If any Snagging Item has not been rectified within twenty (20) Business Days after issue of the Snagging Programme (or such longer period as is agreed in the Snagging Programme pursuant to Clause 17.10 (Snagging Items)) then the Authority will be entitled to effect such repairs as may be necessary to rectify the Snagging Item(s) and recover the costs of effecting such repairs from Project Co as a debt. 17.13 The identification of any Snagging Items which in the sole opinion of the Authority would not prejudice the safe use of the Project Road in respect of [a Phase][the Works] shall in no way affect the obligations of Project Co under this Agreement including in respect of any [Defects], any liability for Deductions in accordance with Schedule 14 (Payment Mechanism) or otherwise diminish the obligations of Project Co under this Agreement. 17.14 As soon as it is available, after the issue of the Permit to Use [in relation to a Phase to the extent relating to that Phase], Project Co shall provide to the Authority a copy of the as-built building specification and the [BIM (on a read only basis)], together with all [drawings relating to the Works]. 17.15 Project Co and the Authority shall procure that the Independent Tester shall, in accordance with the Independent Tester Contract and no earlier that the date that falls on the date that is [3 calendar months and two weeks] following the Actual Completion Date carry out the WiFi Post-Completion Tests so that they have been completed by no later than the WiFi Post-Completion Tests Completion Date. The Authority and Project Co shall be entitled to attend such WiFi Post-Completion Tests. Project Co shall, if so requested, accompany the Authority's Representative and the Independent Tester in relation to the carrying out of the WiFi Post-Completion Tests. 17.16 The parties shall procure that the Independent Tester, within [five (5)] Business Days of any inspection made pursuant to Clause 17.15, notifies Project Co and the Authority of any outstanding matters which are required to be attended to before the WiFi Post- Completion Tests can be considered to be complete in accordance with the WiFi Post- Completion Completion Criteria. Project Co shall attend to such matters at its own cost and shall give the Independent Tester further notice of the date on which Project Co considers that such matters have been attended to so that the procedures in Clause 17.15 and this Clause 17.16 are repeated as often as may be necessary to ensure that all such outstanding matters are attended to and that the WiFi Post- Completion Completion Criteria are satisfied. 17.17 Pursuant to the terms of the Independent Tester Contract, the parties shall procure that the Independent Tester shall, when he is satisfied that the WiFi Post-Completion Tests have been passed, issue a Certificate of WiFi Post-Completion Completion to that effect and the issue of the Certificate of WiFi Post-Completion Completion shall in the absence of manifest error, bad faith or fraud, be conclusive evidence that the WiFi Post-Completion Tests have been satisfied on the date stated in such certificate and that the Retained WiFi Amount shall be paid to the Project Co along with the next Monthly Service Payment. 17.18 If the WiFi Actual Completion Date shall not have occurred on the date that falls [4 calendar months and two weeks] after the Actual Completion Date the Authority, acting reasonably, may itself take or engage others to remedy any of the outstanding matters that remain to be carried out in accordance with Good Industry Practice provided that if the Authority either takes steps itself or engages with others to remedy any of the outstanding matters that remain to be carried out: 17.18.1 any costs incurred by the Authority in taking such steps or requiring Project Co to take such steps shall be borne by Project Co; and 17.18.2 the Authority shall indemnify and keep indemnified Project Co at all times from and against all additional direct reasonable costs, losses, expenses or damages suffered or incurred in relation to undertaking such steps over and above those that would otherwise have been incurred in the proper performance of Project Co's obligations under this Agreement.]14 18 Not Used 19 FOSSILS AND ANTIQUITIES

PERMITS TO USE. 17.1 16.1 [The Works shall be carried out in [ [♦] Phases which may be completed in any order.] 17.2 16.2 Project Co shall notify the Independent Tester and the Authority's Representative of the date when Project Co (acting reasonably) considers that [a Phase of] the Works will be complete in accordance with the PTU Criteria not less than [ [♦] Business Days prior to such anticipated completion. completion ("Expected PTU Date"). Such notice shall be accompanied by Project Co's detailed programme of activities (including Works) that Project Co intends to complete to ensure that the PTU Criteria are satisfied by the Expected PTU Date. 17.3 16.3 The parties each undertake to co-operate with the Independent Tester to ensure that the Independent Tester is familiar with all necessary aspects of the Project for the purposes of its role as described in this Clause 17 16 (Permits to Use). 17.4 16.4 Following receipt of the notice specified in this Clause 17.2 16.2 (Permits to Use) the Authority's Representative and the Independent Tester shall be entitled to inspect the Works [relating to the relevant Phase] on the date or dates reasonably specified by Project Co in accordance with Clause 17.216.2 (Permits to Use), and to attend any of the tests on completion. Project Co shall, if so requested, accompany the Authority's Representative and the Independent Tester on any such inspection. 17.5 16.5 Pursuant to the terms of the Independent Tester Contract and subject to Clauses 17.10 16.10 to 17.12 16.12 (Snagging Items), the parties shall procure that the Independent Tester: 17.5.1 notifies Project Co and the Authority that it intends to issue the Permit to Use when he is satisfied that [a Phase is] [the Works are] complete in accordance with the PTU Criteria; or 17.5.2 subject to Clause 17.6, notify Project Co and the Authority that in its opinion Project Co has not satisfied the PTU Criteria for the [relevant Phase] [the Works], giving reasons for such refusal in writing to each of Project Co and the Authority. 17.6 The parties acknowledge that the Independent Tester may refuse to issue the Permit to Use only if one or more of the PTU Criteria have not been satisfied. The decision of the Independent Tester as to whether a PTU Criterion has been satisfied shall be final. 17.7 If the Independent Tester serves a notice under Clause 17.5.2, then Project Co shall at its own cost perform such further works or other measures necessary or appropriate to remedy or remove the cause of the refusal to issue the Permit to Use, and shall notify each of the Independent Tester and Authority on completion of such further works or measures. The Independent Tester and the Authority's Representative shall inspect such further works or measures within five (5) Business Days of such notices. Project Co shall, if so requested, accompany the Authority's Representative and the Independent Tester on any such inspection. The provisions of Clauses 17.5 to this 17.7 shall thereafter apply to such notice, mutatis mutandis. 17.8 The issue of the Permit to Use shall: 17.8.1 be without prejudice to any obligation of the Project Co under this Agreement; 17.8.2 be without prejudice to any warranties given by the Project Co under this Agreement; and 17.8.3 in no way signify the Authority's approval of any part of the Works or Services. 17.9 Without prejudice to Clauses 17.10 and 17.3, the issue of the Permit to Use in respect of [a Phase][the Works] shall, in the absence of manifest error, bad faith or fraud, be conclusive evidence (but only for the purpose of ascertaining the relevant [Payment Commencement Date]), that the [Phase] [Works] [was][were] complete in accordance with the PTU Criteria on the date stated in the relevant Permit to Use. 17.10 The Independent Tester shall on the same day as the date of issue of the Permit to Use in relation to a [Phase] [the Works] issue to Project Co. and the Authority a list of the relevant Snagging Items (the "Snagging List"). Within [five (5)] Business Days after the date of receipt from the Independent Tester of the Snagging List, Project Co will provide to the Authority and the Independent Tester a reasonable programme (the “Snagging Programme”) for making good each Snagging Item set out in the Snagging List provided that the Snagging Programme will require that each Snagging Item will be made good within twenty (20) Business Days after the date of provision of the Snagging Programme or, where it is not reasonably practicable to make good within twenty (20) Business Days due to the lead times for supplies or materials, within such time as is reasonably practicable. The parties will seek to agree the Snagging Programme or in default of agreement will refer the matter for determination under Clause 56 (Dispute Resolution Procedure). 17.11 Project Co shall, in consultation with the Authority's Representative and in such a manner as to cause as little disruption as reasonably practicable to the Authority's use of the Project Facilities, Project Co shall make good each Snagging Item in accordance with the Snagging Programme to the satisfaction of the Independent Tester. Upon satisfactory completion of the Snagging List, the Independent Tester will issue the Snagging Items Completion Certificate in accordance with the Independent Tester Contract and Schedule 22 (Certificates). 17.12 If any Snagging Item has not been rectified within twenty (20) Business Days after issue of the Snagging Programme (or such longer period as is agreed in the Snagging Programme pursuant to Clause 17.10 (Snagging Items)) then the Authority will be entitled to effect such repairs as may be necessary to rectify the Snagging Item(s) and recover the costs of effecting such repairs from Project Co as a debt. 17.13 The identification of any Snagging Items which in the sole opinion of the Authority would not prejudice the safe use of the Project Road in respect of [a Phase][the Works] shall in no way affect the obligations of Project Co under this Agreement including in respect of any [Defects], any liability for Deductions in accordance with Schedule 14 (Payment Mechanism) or otherwise diminish the obligations of Project Co under this Agreement. 17.14 As soon as it is available, after the issue of the Permit to Use [in relation to a Phase to the extent relating to that Phase], Project Co shall provide to the Authority a copy of the as-built building specification and the [BIM (on a read only basis)], together with all [drawings relating to the Works]. 17.15 Project Co and the Authority shall procure that the Independent Tester shall, in accordance with the Independent Tester Contract and no earlier that the date that falls on the date that is [3 calendar months and two weeks] following the Actual Completion Date carry out the WiFi Post-Completion Tests so that they have been completed by no later than the WiFi Post-Completion Tests Completion Date. The Authority and Project Co shall be entitled to attend such WiFi Post-Completion Tests. Project Co shall, if so requested, accompany the Authority's Representative and the Independent Tester in relation to the carrying out of the WiFi Post-Completion Tests. 17.16 The parties shall procure that the Independent Tester, within [five (5)] Business Days of any inspection made pursuant to Clause 17.15, notifies Project Co and the Authority of any outstanding matters which are required to be attended to before the WiFi Post- Completion Tests can be considered to be complete in accordance with the WiFi Post- Completion Completion Criteria. Project Co shall attend to such matters at its own cost and shall give the Independent Tester further notice of the date on which Project Co considers that such matters have been attended to so that the procedures in Clause 17.15 and this Clause 17.16 are repeated as often as may be necessary to ensure that all such outstanding matters are attended to and that the WiFi Post- Completion Completion Criteria are satisfied. 17.17 Pursuant to the terms of the Independent Tester Contract, the parties shall procure that the Independent Tester shall, when he is satisfied that the WiFi Post-Completion Tests have been passed, issue a Certificate of WiFi Post-Completion Completion to that effect and the issue of the Certificate of WiFi Post-Completion Completion shall in the absence of manifest error, bad faith or fraud, be conclusive evidence that the WiFi Post-Completion Tests have been satisfied on the date stated in such certificate and that the Retained WiFi Amount shall be paid to the Project Co along with the next Monthly Service Payment. 17.18 If the WiFi Actual Completion Date shall not have occurred on the date that falls [4 calendar months and two weeks] after the Actual Completion Date the Authority, acting reasonably, may itself take or engage others to remedy any of the outstanding matters that remain to be carried out in accordance with Good Industry Practice provided that if the Authority either takes steps itself or engages with others to remedy any of the outstanding matters that remain to be carried out: 17.18.1 any costs incurred by the Authority in taking such steps or requiring Project Co to take such steps shall be borne by Project Co; and 17.18.2 the Authority shall indemnify and keep indemnified Project Co at all times from and against all additional direct reasonable costs, losses, expenses or damages suffered or incurred in relation to undertaking such steps over and above those that would otherwise have been incurred in the proper performance of Project Co's obligations under this Agreement.]14 18 Not Used 19 FOSSILS AND ANTIQUITIES