Common use of Qualifying Change in Law Clause in Contracts

Qualifying Change in Law. If a Qualifying Change in Law occurs or is shortly to occur, then either Party may write to the other to express an opinion on its likely effects, giving details of its opinion of: any necessary change to the Services; whether any changes are required to the terms of this Contract to deal with the Qualifying Change in Law; whether relief from compliance with obligations is required, including the obligation of the Contractor to meet the Authority’s Requirements and/or the Contractor’s Proposals and/or the Contractor’s Operational Documents during the implementation of any relevant Qualifying Change in Law; any loss of or increase in revenue that will result from the relevant Qualifying Change in Law; and any Estimated Change in Costs that directly result from the Qualifying Change in Law; in each case giving in full detail the procedure for implementing the change in the Services. Either Party may give notice to the other of the need for a Change which is necessary in order to enable the Contractor to comply with any General Change in Law. The Parties shall, within fifteen (15) Business Days of the notice referred to in clause 46.3.1 (General Change in Law), meet and discuss the effect of any such General Change in Law and any Change required as a consequence of it. The Authority shall, within ten (10) Business Days of the meeting referred to in clause 46.3.2 (General Change in Law), if a Change is required in order to comply with the General Change in Law, issue an Authority Change Notice and the relevant provisions of Schedule 7 (Change Mechanism) shall apply except that: the Contractor may give notice to the Authority that it objects to such Authority Change Notice only on the grounds that the implementation of the Change would not implement the relevant General Change in Law; the Authority shall issue an Authority Change Notice in respect of the Change in accordance with the relevant provisions of Schedule 7 (Change Mechanism); the Authority shall not be entitled to withdraw any Authority Change Notice issued in accordance with this clause 46.4 (General Change in Law) or under Schedule 7 (Change Mechanism); and the Contractor shall not be entitled to payment or other compensation or relief from performance of its obligations under this Contract in respect of any such General Change in Law or associated Change (or the consequences of either of them).

Qualifying Change in Law. 15.1.1 If a Qualifying Change in Law occurs or is shortly to occur, then either Party may write to the other to express an opinion on its likely effects, giving details of its opinion of: : (a) whether the Qualifying Change in Law constitutes a Relevant Event; (b) any necessary change to in the Services; ; (c) whether any changes are required to the terms of this Contract Agreement to deal with the Qualifying Change in Law; ; (d) whether relief from compliance with obligations is required, including the obligation of the Contractor to meet the Authority’s Requirements and/or requirements of the Contractor’s Proposals and/or the Contractor’s Operational Documents Performance Mechanism during the implementation of any relevant Qualifying Change in Law; any loss of or increase in revenue that will result from the relevant Qualifying Change in Law; and ; (e) any Estimated Change in Project Costs that directly result from the Qualifying Change in LawLaw to the extent that such costs cannot or may not on the balance of probabilities, the Contractor having used all reasonable endeavours to do so, be able to be passed through to the customers of the Contractor other than Councils; and (f) any Capital Expenditure that is required or no longer required as a result of a Qualifying Change in Law taking effect during the Contract Period, in each case giving in full detail details of the procedure for implementing the change in the Services. Either Party may give notice Responsibility for the costs of implementation (and any resulting variation to the other Monthly Charge) shall be dealt with in accordance with Clauses 15.1.2 to 15.1.5 below. 15.1.2 As soon as practicable after receipt of any notice from either Party under Clause 15.1.1, the need for a Change which is necessary in order to enable Parties shall discuss and agree the Contractor to comply with any General Change in Law. The Parties shall, within fifteen (15) Business Days of the notice issues referred to in clause 46.3.1 (General Change Clause 15.1.1 and any ways in Law), meet and discuss which the Contractor can reasonably mitigate the effect of any such General Change in Law and any Change required as a consequence of it. The Authority shall, within ten (10) Business Days of the meeting referred to in clause 46.3.2 (General Change in Law), if a Change is required in order to comply with the General Qualifying Change in Law, issue an Authority Change Notice and the relevant provisions of Schedule 7 including: (Change Mechanisma) shall apply except that: providing evidence that the Contractor may give notice has used all reasonable endeavours (including, where practicable, the use of competitive quotes) to oblige its sub- contractors to minimise any increase in costs and maximise any reduction in costs; (b) providing evidence that the Contractor has used all reasonable endeavours to pass any increase in costs to the customers of the Contractor other than the Councils and has demonstrated to the reasonable satisfaction of the Lead Authority that it objects is more than likely not able to such Authority Change Notice only on pass any increase in costs to the grounds customers of the Contractor other than the Councils in the future; (c) providing evidence that the implementation of Contractor has used all reasonable endeavours to mitigate any decrease in revenue (including income from third parties); (d) demonstrating how any Capital Expenditure to be incurred or avoided is being measured in a cost effective manner including showing when such expenditure is incurred or would have been incurred and that foreseeable Changes in Law at that time have been taken into account by the Contractor; (e) giving evidence as to how the Qualifying Change would not implement in Law has affected prices charged by any similar businesses to the relevant General Project, including similar businesses in which the Contractor or its Affiliates carry on business; and (f) demonstrating that any expenditure that has been avoided, which was anticipated to be incurred to replace or maintain assets that have been affected by the Qualifying Change in Law concerned, has been taken into account. 15.1.3 If the Parties agree or it is determined under Clause 53 that the Contractor is to incur additional Capital Expenditure due to a Qualifying Change in Law; the Authority shall issue an Authority Change Notice in respect of the Change in accordance with the relevant provisions of Schedule 7 (Change Mechanism); the Authority shall not be entitled to withdraw any Authority Change Notice issued in accordance with this clause 46.4 (General Change in Law) or under Schedule 7 (Change Mechanism); and , then the Contractor shall not use all reasonable endeavours to obtain funding for such Capital Expenditure on terms reasonably satisfactory to it. 15.1.4 If the Contractor has failed to obtain funding for the whole of the estimated Capital Expenditure within sixty (60) Days of the date that the Lead Authority confirmed the Estimate, then such failure shall be entitled to payment or other compensation or relief from performance of its obligations a Contractor Default and the Lead Authority may terminate this Agreement under this Contract Clause 38. 15.1.5 Compensation in respect of any such General Estimated Change in Law Project Costs or associated Change (or any additional Capital Expenditure incurred by the consequences Contractor following the application of either the principles set out above shall be by means of them)an adjustment to the Monthly Charge.