CONTRACTS).
IN SEEKING THE AUTHORITY'S PRIOR WRITTEN CONSENT TO A NEW CUSTOMER
CONTRACT OR AN AMENDMENT (AN "AMENDMENT") TO AN EXISTING CUSTOMER CONTRACT, THE
CONTRACTOR SHALL CONSULT WITH THE AUTHORITY IN ACCORDANCE WITH PARAGRAPH 1 OF
PART 1 OF THE COMMERCIAL SCHEDULE (CUSTOMER CONTRACTS) AND THE PROCEDURE SET OUT
IN PARAGRAPHS 1 TO 3 OF PART 1 OF THE COMMERCIAL SCHEDULE (CUSTOMER CONTRACTS)
SHALL APPLY (AS APPLICABLE).
3.6.2
AUTHORITY'S RIGHT TO BE CONSULTED IN RESPECT OF CUSTOMER CONTRACTS
Except to the extent that the Contractor has Permitted Activities pursuant to
Clause 3.6.4 (Permitted Activities), the Contractor shall consult the Authority
in respect of the exercise of any discretion under the Customer Contracts
including:
WHETHER OR NOT TO EXERCISE ANY RIGHTS UNDER THE RELEVANT CUSTOMER
CONTRACT (INCLUDING ANY RIGHTS TO TERMINATE);
WHETHER OR NOT TO WAIVE (OR CHOOSE NOT TO ENFORCE) ANY OBLIGATIONS OF
THE COUNTERPARTY UNDER THE RELEVANT CUSTOMER CONTRACT IN WHOLE OR IN PART OR TO
SEEK OR ACCEPT A WAIVER FROM THE COUNTERPARTY OF THE CONTRACTOR'S OBLIGATIONS
UNDER THE RELEVANT CUSTOMER CONTRACT;
CHOOSING BETWEEN ANY OPTIONS THAT ARISE CONCERNING THE MANNER IN
WHICH THE CONTRACTOR COULD PERFORM THE RELEVANT CUSTOMER CONTRACT;
WHEN THE CONTRACTOR IS UNCERTAIN ABOUT WHAT IT IS REQUIRED TO DO
UNDER THE RELEVANT CUSTOMER CONTRACT;
HOW TO MITIGATE ANY PROBLEMS THAT ARISE UNDER OR IN CONNECTION WITH
ANY CUSTOMER CONTRACT,
and the procedure set out in Paragraph 1 of Part 1 the Commercial
Schedule
(Customer Contracts)
shall apply.
3.6.3
AUTHORITY'S RIGHT TO INSTRUCT
NOTWITHSTANDING THE PERMITTED ACTIVITIES UNDER CLAUSE 3.6.4
(PERMITTED ACTIVITIES), THE AUTHORITY SHALL BE ENTITLED TO INSTRUCT THE
CONTRACTOR TO EXERCISE OR NOT EXERCISE ITS RIGHTS, OR PERFORM OR NOT PERFORM ITS
OBLIGATIONS, OR OTHERWISE ACT, IN A SPECIFIED MANNER IN
74
RELATION TO ANY OF THE CUSTOMER CONTRACTS INCLUDING REQUIRING THE CONTRACTOR TO:
.1
SEEK TO AMEND ANY CUSTOMER CONTRACT EITHER THROUGH THE CUSTOMER
CONTRACT'S VARIATION MECHANISM OR THROUGH THE MUTUAL AGREEMENT OF THE PARTIES TO
THE CUSTOMER CONTRACT;
.2
RESIST AN AMENDMENT PROPOSED BY A COUNTERPARTY TO THE RELEVANT
CUSTOMER CONTRACT;
.3
ENTER OR NOT ENTER INTO A NEW CUSTOMER CONTRACT IN ACCORDANCE WITH
TIMESCALES, WITH COUNTERPARTIES AND ON TERMS SPECIFIED BY THE AUTHORITY;
.4
ENFORCE OR NOT ENFORCE THE COUNTERPARTY'S OBLIGATIONS UNDER A
CUSTOMER CONTRACT;
.5
TERMINATE OR NOT TERMINATE A CUSTOMER CONTRACT;
.6
WAIVE OR NOT WAIVE ANY OF THE COUNTERPARTY'S OBLIGATIONS UNDER A
CUSTOMER CONTRACT.
IF THE AUTHORITY WISHES TO ISSUE INSTRUCTIONS TO THE CONTRACTOR
PURSUANT TO CLAUSE ABOVE, THE AUTHORITY SHALL, WHERE PRACTICABLE,
DISCUSS THE RELEVANT ISSUE WITH THE CONTRACTOR AND THE CONTRACTOR SHALL ASSIST
THE AUTHORITY IN OBTAINING ANY INFORMATION THAT THE AUTHORITY MAY REASONABLY
REQUIRE. DURING SUCH DISCUSSION, THE CONTRACTOR SHALL (HAVING REGARD TO THE
PRELIMINARY NATURE OF THE AUTHORITY'S WISH TO ISSUE INSTRUCTIONS) INFORM THE
AUTHORITY OF ANY IMPACT OF WHICH THE CONTRACTOR IS AWARE THAT THE RELEVANT ISSUE
MAY HAVE UPON THE AUTHORITY, THE CONTRACTOR, ANY SUBCONTRACT OR SERIES OF
SUBCONTRACTS, THE PERFORMANCE