FROM THE
DATE OF RECEIPT OF
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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 BEEN ACCEPTED BY THE AUTHORITY OR DETERMINED TO
BE REASONABLE AND THE CONTRACTOR FAILS TO ACHIEVE ANY ELEMENT OF THE REMEDIATION
PROGRAMME OR FAILS TO REMEDY THE CONTRACTOR DEFAULT WITHIN THE DATE SPECIFIED IN
THE REMEDIATION PROGRAMME (AS THE EVENT MAY BE), OR THE REMEDIATION PROGRAMME IS
REJECTED BY THE AUTHORITY AS NOT BEING REASONABLE AND THE DISPUTE RESOLUTION
PROCEDURE DOES NOT FIND AGAINST THAT REJECTION, THEN THE AUTHORITY MAY TERMINATE
THIS CONTRACT EITHER WITH IMMEDIATE EFFECT OR ON SUCH PERIOD OF NOTICE 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.
12.5.5
WHERE THE AUTHORITY HAS ISSUED AN AUTHORITY
TERMINATION NOTICE IN THE EVENT OF CONTRACTOR DEFAULT PURSUANT TO CLAUSE 12.2.3
(REVOCATION OF LICENCE) WHICH THE AUTHORITY ACCEPTS (ACTING REASONABLY) HAS
OCCURRED THROUGH NO FAULT OF THE CONTRACTOR, THE AUTHORITY SHALL PROVIDE
REASONABLE ASSISTANCE TO THE CONTRACTOR IN ITS DISCUSSIONS WITH HSE AND/OR EA OR
SEPA AS APPLICABLE TO PROCURE THE REMEDY OF SUCH CONTRACTOR DEFAULT.
12.6
Authority Default
12.6.1
The following events shall be an Authority Default:
THE AUTHORITY:
NOT FUNDING OR REIMBURSING ALLOWABLE COSTS OR
TRADING COSTS (EXCEPT TO THE EXTENT THAT SUCH COSTS ARE TREATED AS DISALLOWABLE
COSTS IN ACCORDANCE WITH THIS CONTRACT); OR
FAILING TO MAKE ANY UNDISPUTED PAYMENT OF INCENTIVE
FEE TO THE CONTRACTOR IN ACCORDANCE WITH CLAUSES 6.11.3 AND 6A.11.5 (PERFORMANCE
BASED INCENTIVE ARRANGEMENTS),
IN EACH CASE WITHIN THIRTY (30) CALENDAR DAYS OF SUCH
SUM(S) BEING DUE AND PAYABLE; AND
A MATERIAL BREACH BY THE AUTHORITY OF ITS
OBLIGATIONS UNDER THIS CONTRACT WHICH MATERIALLY AND SUBSTANTIALLY PREVENTS THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THIS CONTRACT.
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12.7
Termination or Remedy for Authority Default
12.7.1
IF AN AUTHORITY DEFAULT HAS OCCURRED AND THE
CONTRACTOR WISHES TO TERMINATE THIS CONTRACT, THE CONTRACTOR SHALL BE ENTITLED
TO SERVE A TERMINATION NOTICE (THE "CONTRACTOR'S TERMINATION NOTICE") ON THE
AUTHORITY WITHIN TWENTY-EIGHT (28) CALENDAR DAYS OF BECOMING AWARE OF THE
AUTHORITY DEFAULT.
12.7.2
THE CONTRACTOR'S TERMINATION NOTICE SHALL
SPECIFY THE TYPE OF AUTHORITY DEFAULT THAT HAS OCCURRED ENTITLING THE