SERVE A TERMINATION
NOTICE (THE "AUTHORITY'S TERMINATION NOTICE") ON THE CONTRACTOR.
12.4.2
THE AUTHORITY'S TERMINATION NOTICE SHALL SPECIFY THE TYPE
AND NATURE OF CONTRACTOR DEFAULT THAT HAS OCCURRED, GIVING REASONABLE DETAILS.
12.4.3
IN THE CASE OF A CONTRACTOR DEFAULT IN THE TYPE SPECIFIED IN
CLAUSES , , , OR
THE AUTHORITY
(ACTING REASONABLY) MAY DECIDE THAT THE CONTRACTOR DEFAULT IS INCAPABLE OF
REMEDY, THE AUTHORITY SHALL SPECIFY THIS IN THE AUTHORITY'S TERMINATION NOTICE
AND THIS CONTRACT SHALL TERMINATE ON THE DATE FALLING THIRTY (30) CALENDAR DAYS
AFTER THE DATE OF RECEIPT BY THE CONTRACTOR OF THE AUTHORITY'S TERMINATION
NOTICE.
12.4.4
IN THE CASE OF A CONTRACTOR DEFAULT (INCLUDING, FOR THE
AVOIDANCE OF DOUBT, THE TYPES SPECIFIED IN CLAUSE 12.4.3 ABOVE) WHICH THE
AUTHORITY (ACTING REASONABLY) CONSIDERS IS CAPABLE OF REMEDY, THE AUTHORITY'S
TERMINATION NOTICE SHALL REQUIRE THE CONTRACTOR AT THE CONTRACTOR'S OPTION
EITHER:
TO REMEDY THE CONTRACTOR DEFAULT WITHIN THIRTY (30)
CALENDAR DAYS OF THE DATE OF THE AUTHORITY'S TERMINATION NOTICE (OR SUCH LONGER
PERIOD AS MAY BE AGREED BY THE AUTHORITY IN ITS ABSOLUTE DISCRETION);
TO PROPOSE WITHIN THIRTY (30) CALENDAR DAYS OF THE DATE OF
THE AUTHORITY'S TERMINATION NOTICE AND OBTAIN THE AUTHORITY'S APPROVAL TO A
PROGRAMME TO REMEDY THE CONTRACTOR DEFAULT (THE "REMEDIATION PROGRAMME").
12.4.5
IF THE CONTRACTOR DEFAULT IS NOT REMEDIED WITHIN
THE PERIOD SPECIFIED IN THE AUTHORITY'S TERMINATION NOTICE FOR SUCH REMEDY UNDER
CLAUSE , THE AUTHORITY SHALL BE ENTITLED TO TERMINATE THIS CONTRACT
EITHER WITH IMMEDIATE EFFECT OR ON SUCH PERIOD OF NOTICE NOT EXCEEDING 12 MONTHS
AS IT REASONABLY DETERMINES TO BE APPROPRIATE.
IF THE AUTHORITY TERMINATES ON
NOTICE, IT WILL USE ALL REASONABLE ENDEAVOURS, INCLUDING LIAISON WITH THE
REGULATORS, TO ENSURE THAT THE PERIOD OF NOTICE IS AS SHORT AS POSSIBLE.
12.5
Remediation Programme
12.5.1
THE REMEDIATION PROGRAMME SHALL SPECIFY IN DETAIL
HOW THE CONTRACTOR DEFAULT IS PROPOSED TO BE REMEDIED, THE STEPS REQUIRED TO
REMEDY THE CONTRACTOR DEFAULT AND THE LATEST DATE BY WHICH THE CONTRACTOR
ANTICIPATES THAT THE CONTRACTOR DEFAULT WILL BE REMEDIED.
12.5.2
WHERE THE CONTRACTOR PROPOSES A REMEDIATION
PROGRAMME IN ACCORDANCE WITH CLAUSE (TERMINATION OR REMEDY FOR
CONTRACTOR DEFAULT), THE AUTHORITY SHALL HAVE THIRTY (30) CALENDAR DAYS FROM THE
DATE OF RECEIPT OF
169
THE PROPOSED REMEDIATION PROGRAMME WITHIN WHICH TO NOTIFY THE CONTRACTOR WHETHER
THE AUTHORITY ACCEPTS THE PROPOSED REMEDIATION PROGRAMME (SUCH ACCEPTANCE NOT TO
BE UNREASONABLY WITHHELD).
FAILURE OF THE AUTHORITY TO PROVIDE SUCH
NOTIFICATION SHALL CONSTITUTE DEEMED ACCEPTANCE BY THE AUTHORITY.
12.5.3
WHERE THE AUTHORITY NOTIFIES THE CONTRACTOR THAT IT
DOES NOT ACCEPT THE REMEDIATION PROGRAMME, THE PARTIES SHALL ENDEAVOUR WITHIN
THE FOLLOWING THIRTY (30) CALENDAR DAYS TO AGREE ANY NECESSARY AMENDMENTS TO THE
REMEDIATION PROGRAMME.
IN THE ABSENCE OF AGREEMENT WITHIN SUCH THIRTY (30)
CALENDAR DAY PERIOD, THE QUESTION OF WHETHER OR NOT THE AUTHORITY'S WITHHOLDING
OF ACCEPTANCE IS REASONABLE MAY BE REFERRED BY EITHER PARTY TO BE RESOLVED IN
ACCORDANCE WITH CLAUSE 13 (DISPUTE MANAGEMENT).
12.5.4
WHERE THE CONTRACTOR HAS PUT FORWARD A REMEDIATION
PROGRAMME THAT HAS