Common use of Authority’s Remedies Clause in Contracts

Authority’s Remedies. The rights and benefits conferred upon the Authority by this Deed are in addition to any other rights and remedies it may have against the Building Contractor including without prejudice to the generality of the foregoing any remedies in negligence. INSPECTION OF PROJECT DATA The Building Contractor's liabilities under this Deed will not be in any way reduced or extinguished by reason of any inspection or approval of the Project Data or attendance at site meetings or other enquiry or inspection which the Authority may make or procure to be made for its benefit or on its behalf.196 STEP-IN RIGHTS IN FAVOUR OF THE AUTHORITY The Building Contractor will not exercise or seek to exercise any right which may be or become available to it to terminate or treat as terminated or repudiated the Building Contract or its engagement under it or discontinue or suspend the performance of any duties or obligations thereunder without first giving to the Authority not less than twenty (20) Business Days’ prior written (seven (7) days' prior written notice of suspension in the event of non payment under the Building Contract) notice specifying the Building Contractor's ground for terminating or treating as terminated or repudiated the Building Contract or its engagement under it or discontinuing or suspending its performance thereof and stating the amount (if any) of monies outstanding under the Building Contract. Within such period of notice: the Authority may give written notice to the Building Contractor that the Authority will thenceforth become the client under the Building Contract to the exclusion of the Contractor and thereupon the Building Contractor will admit that the Authority is its client under the Building Contract and the Building Contract will be and remain in full force and effect notwithstanding any of the said grounds; if the Authority has given such notice as aforesaid or under clause 10.3, the Authority shall accept liability for the Contractor's obligations under the Building Contract and will as soon as practicable thereafter remedy any outstanding breach by the Contractor that properly has been included in the Building Contractor's specified grounds and which is capable of remedy by the Authority; and if the Authority has given such notice as aforesaid or under clause 10.3, the Authority will from the service of such notice become responsible for all sums properly payable to the Building Contractor under the Building Contract accruing due after the service of such notice but the Authority will in paying such sums be entitled to the same rights of set-off and deduction as would have applied to the Contractor under the Building Contract. Notwithstanding anything contained in this Deed and notwithstanding any payments which may be made by the Authority to the Building Contractor, the Authority will not be under any obligation to the Building Contractor nor will the Building Contractor have any claim or cause of action against the Authority unless and until the Authority has given written notice to the Building Contractor pursuant to clause 10.1.1 or clause 10.3 of this Deed. The Building Contractor further covenants with the Authority that if the employment of the Contractor under the Project Agreement is terminated or if the Project Agreement is terminated by the Authority the Building Contractor, if requested by the Authority by notice in writing and subject to clause 10.1.2 and clause 10.1.3, will accept the instructions of the Authority to the exclusion of the Contractor in respect of its duties under the Building Contract upon the terms and conditions of the Building Contract and will if so requested in writing enter into a novation agreement in the form set out in Appendix 1197 to this Deed whereby the Authority is substituted for the Contractor under the Building Contract. If the Building Contractor is requested to enter into a novation agreement pursuant to clause 10.3, the Contractor agrees to enter into the same at the request of the Authority. Where the Building Contractor has given rights in relation to the Building Contract similar to those contained in this clause to the Lender then if both the Authority and the Lender serve notice under clause 10.1.1 or clause 10.3 or its equivalent the notice served by the Authority will not prevail over any notice served by the Lender but will prevail over any notice served by any other person. The Contractor acknowledges that the Building Contractor will be entitled to rely on a notice given to the Building Contractor by the Authority under clause 10.3 as conclusive evidence that the employment of the Contractor under the Project Agreement has been terminated or that the Project Agreement has been terminated. The Authority may by notice in writing to the Building Contractor appoint another person to exercise its rights under this clause 10 subject to the Authority remaining liable to the Building Contractor as guarantor for its appointee in respect of its obligations under this Deed.

Authority’s Remedies. The rights and benefits conferred upon the Authority by this Deed are in addition to any other rights and remedies it may have against the Principal Building Sub-Contractor including without prejudice to the generality of the foregoing any remedies in negligence. INSPECTION OF PROJECT DATA The Principal Building Sub-Contractor's liabilities under this Deed will not be in any way reduced or extinguished by reason of any inspection or approval of the Project Data or attendance at site meetings or other enquiry or inspection which the Authority may make or procure to be made for its benefit or on its behalf.196 behalf.209 STEP-IN RIGHTS IN FAVOUR OF THE AUTHORITY The Principal Building Sub-Contractor will not exercise or seek to exercise any right which may be or become available to it to terminate or treat as terminated or repudiated the Building Contract Subcontract or its engagement under it or discontinue or suspend the performance of any duties or obligations thereunder without first giving to the Authority not less than twenty (20) Business Days’ prior written notice (and seven (7) days' ’ prior written notice of suspension in the event of non non-payment under the Building ContractSubcontract) notice specifying the Principal Building Sub-Contractor's ground for terminating or treating as terminated or repudiated the Building Contract Subcontract or its engagement under it or discontinuing or suspending its performance thereof and stating the amount (if any) of monies outstanding under the Building ContractSubcontract. Within such period of notice: the Authority may give written notice to the Principal Building Sub-Contractor that the Authority will thenceforth become the client under the Building Contract Subcontract to the exclusion of the Building Contractor and thereupon the Principal Building Sub-Contractor will admit that the Authority is its the client under the Building Contract Subcontract and the Building Contract Subcontract will be and remain in full force and effect notwithstanding any of the said grounds; if the Authority has given such notice as aforesaid or under clause 10.3, the Authority shall accept liability for the Building Contractor's obligations under the Building Contract Subcontract and will as soon as practicable thereafter remedy any outstanding breach by the Contractor that previous client which properly has been included in the Principal Building Sub-Contractor's specified grounds and which is capable of remedy by the Authority; and if the Authority has given such notice as aforesaid or under clause 10.3, the Authority will from the service of such notice become responsible for all sums properly payable to the Principal Building Sub-Contractor under the Building Contract Subcontract accruing due after the service of such notice but the Authority will in paying such sums be entitled to the same rights of set-off and deduction as would have applied to the Building Contractor under the Building ContractSubcontract. Notwithstanding anything contained in this Deed and notwithstanding any payments which may be made by the Authority to the Principal Building Sub-Contractor, the Authority will not be under any obligation to the Principal Building Sub-Contractor nor will the Principal Building Sub-Contractor have any claim or cause of action against the Authority unless and until the Authority has given written notice to the Principal Building Sub-Contractor pursuant to clause 10.1.1 or clause 10.3 of this Deed. The Principal Building Sub-Contractor further covenants with the Authority that if the employment of the Building Contractor under the Project Agreement Building Contract is terminated or if the Project Agreement Building Contract is terminated by the Authority or the Building Contract is terminated the Principal Building Sub-Contractor, if requested by the Authority by notice in writing and subject to clause 10.1.2 and clause 10.1.3, will accept the instructions of the Authority to the exclusion of the Building Contractor in respect of its duties under the Building Contract Subcontract upon the terms and conditions of the Building Contract Subcontract and will if so requested in writing enter into a novation agreement in the form set out in Appendix 1197 1210 to this Deed whereby the Authority is substituted for the Building Contractor under the Building ContractSubcontract. If the Building Contractor is requested to enter into a novation agreement pursuant to clause 10.3, the Contractor agrees to enter into the same at the request of the Authority. [Where the Principal Building Sub-Contractor has given rights in relation to the Building Contract Subcontract similar to those contained in this clause to the Lender then if both the Authority and the Lender serve notice under clause 10.1.1 or clause 10.3 or its equivalent the notice served by the Authority will not prevail over any notice served by the Lender but will prevail over any notice served by any other person. person.211] The Building Contractor acknowledges that the Principal Building Sub-Contractor will be entitled to rely on a notice given to the Principal Building Sub-Contractor by the Authority under clause 10.3 as conclusive evidence that the employment of the Building Contractor under the Project Agreement has been terminated or that the Project Agreement Building Contract has been terminated. The Authority may by notice in writing to the Principal Building Sub-Contractor appoint another person to exercise its rights under this clause 10 subject to the Authority remaining liable to the Principal Building Sub-Contractor as guarantor for its appointee in respect of its obligations under this Deed. Upon request by the Authority the Principal Building Sub-Contractor agrees to co-operate with the Authority in determining the duties performed or to be performed by the Principal Building Sub-Contractor and to provide a copy of the Subcontract and any variations thereto and details of all monies paid and due under the Subcontract. As from the date of service of notice under clauses 10.1.1 or 10.3 to the extent that the Subcontract operates by reference to the existence and application of the Building Contract and/or the Project Agreement, the Subcontract shall be administered and construed as though the Building Contract and the Project Agreement were continuing and the Subcontract shall therefore continue, subject to amendment only as necessary to reflect the fact that the Building Contract and the Project Agreement may in fact have been terminated and the Authority has undertaken the obligations set out in clause 10.1.2.

Authority’s Remedies. The rights and benefits conferred upon Contractor shall promptly notify the Authority by this Deed are in addition to writing as soon as it is aware of any other rights and remedies it may have against the Building Contractor including without prejudice to the generality incident of: unauthorised or unlawful Processing; accidental loss, destruction or damage; theft; sale; or unlawful transfer of the foregoing any remedies in negligencePersonal Data (an "Incident"). INSPECTION OF PROJECT DATA The Building Where an Incident occurs as a result of breach of the Contractor's liabilities ’s obligations under this Deed will not be Clause, the Contractor shall investigate the Incident and, where reasonably practicable and lawful, in any way reduced or extinguished by reason of any inspection or approval co-operation with the Authority, take appropriate and reasonable steps to manage the direct impact of the Project Data Incident and minimise the likelihood of such an Incident happening again. This shall include complying with the Authority’s reasonable requests or attendance at site meetings directions to implement appropriate technical and organisational security measures. If the Contractor: commits a material breach of this Clause or other enquiry within a period of twelve months commits a series of breaches of this Clause resulting in an Incident or inspection which a series of Incidents occurring; or refuses or fails to comply with the Authority’s reasonable requests or directions under Clause above within the period reasonably specified by the Authority may make or procure to be made for its benefit otherwise agreed with the Contractor; or on its behalf.196 STEP-IN RIGHTS IN FAVOUR OF THE AUTHORITY The Building within twelve months of the Contractor will not exercise having complied with the Authority’s reasonable requests or seek to exercise any right which may be directions under Clause above, commits a further breach of this Clause; or become available to it to terminate commits an act of gross negligence or treat as terminated or repudiated the Building Contract or its engagement wilful misconduct in respect of his obligations under it or discontinue or suspend the performance of any duties or obligations thereunder without first giving to this Clause; the Authority not less than twenty (20) Business Days’ shall, subject to giving prior written (seven (7) days' prior written notice of suspension in the event of non payment under the Building Contract) notice specifying the Building Contractor's ground for terminating or treating as terminated or repudiated the Building Contract or its engagement under it or discontinuing or suspending its performance thereof and stating the amount (if any) of monies outstanding under the Building Contract. Within such period of notice: the Authority may give written notice to the Building Contractor that have the right to terminate: this Agreement (in whole or in part) if the Data Processing activities are the sole purpose and requirement of this Agreement or if the requirement of the Agreement is wholly dependent on the Data Processing activities; and/or the part of this Agreement relating to the unperformed Data Processing activities where the Data Processing activities are a discrete item in the Services or are otherwise severable. In exercising its remedies under this Clause, the Authority will thenceforth become shall: act in a reasonable and proportionate manner having regard to such matters as the client gravity of the breach and the identity of any individual whose actions in handling Personal Data may have resulted in that breach of this Clause; give all due consideration, where reasonably appropriate, to action other than termination of this Agreement (in whole or in part), including: requesting or directing the Contractor to take appropriate steps under Clause above; where a breach of this Clause is caused by the Building actions of a Sub-contractor, where the Sub-Contract is a discrete sub-contract for Data Processing activities under this Agreement alone, directing the Contractor to procure the exclusion termination of the relevant Sub-Contract or, where the sub-contract is not such a discrete Sub-Contract, to exclude the relevant Sub-contractor from Processing Personal Data in connection with this Agreement; or requesting the Contractor to instigate formal disciplinary proceedings in accordance with the Contractor’s disciplinary procedures where there is proven wilful misconduct or gross negligence by an employee of the Contractor in handling Personal Data in breach of this Clause, or that the Contractor requests this of its Sub-contractor as applicable. The Authority shall have no right to terminate this Agreement in whole or in part under Clause above where the Authority has been informed in writing by the Contractor of the circumstances that gave rise to the breach or breaches and thereupon has not instructed the Building Contractor will admit to take the appropriate and reasonable steps under Clause above of this Clause. 37FREEDOM OF INFORMATION The Contractor acknowledges that the Authority is its client subject to the requirements of: the Freedom of Information Act 2000 and subordinate legislation made under that Act from time to time, together with any guidance and/or codes of practice issued by the Building Contract Information Commissioner or any relevant Central Government Body in relation to such Act ("FOI Act"); and the Building Contract will be Environmental Information Regulations 2004, together with guidance and/or codes of practice issues by the Information Commissioner or any Central Government Body in relation to such Regulations ("EIRs"). The Contractor shall: provide all necessary assistance and remain in full force and effect notwithstanding any of the said grounds; if cooperation as reasonably requested by the Authority has given such notice as aforesaid or under clause 10.3, to enable the Authority shall accept liability for the Contractor's to comply with its obligations under the Building Contract FOI Act and will EIRs; transfer to the Authority all Requests for Information relating to this Agreement that it receives as soon as practicable thereafter remedy and in any outstanding breach by event within two (2) Working Days of receipt; provide the Contractor that properly has been included Authority with a copy of all Information belonging to the Authority requested in the Building Contractor's specified grounds and Request For Information which is capable in its possession or control in the form that the Authority requires within 5 Working Days (or such other period as the Authority may reasonably specify) of remedy the Authority's request for such Information; and not respond directly to a Request For Information unless authorised in writing to do so by the Authority; and if the Authority has given such notice as aforesaid or under clause 10.3, the Authority will from the service of such notice become responsible for all sums properly payable to the Building Contractor under the Building Contract accruing due after the service of such notice but the Authority will in paying such sums be entitled to the same rights of set-off and deduction as would have applied to the Contractor under the Building Contract. Notwithstanding anything contained in this Deed and notwithstanding any payments which may be made by the Authority to the Building Contractor, the Authority will not be under any obligation to the Building Contractor nor will the Building Contractor have any claim or cause of action against the Authority unless and until the Authority has given written notice to the Building Contractor pursuant to clause 10.1.1 or clause 10.3 of this Deed. The Building Contractor further covenants with the Authority that if the employment of the Contractor under the Project Agreement is terminated or if the Project Agreement is terminated by the Authority the Building Contractor, if requested by the Authority by notice in writing and subject to clause 10.1.2 and clause 10.1.3, will accept the instructions of the Authority to the exclusion of the Contractor in respect of its duties under the Building Contract upon the terms and conditions of the Building Contract and will if so requested in writing enter into a novation agreement in the form set out in Appendix 1197 to this Deed whereby the Authority is substituted for the Contractor under the Building Contract. If the Building Contractor is requested to enter into a novation agreement pursuant to clause 10.3, the Contractor agrees to enter into the same at the request of the Authority. Where the Building Contractor has given rights in relation to the Building Contract similar to those contained in this clause to the Lender then if both the Authority and the Lender serve notice under clause 10.1.1 or clause 10.3 or its equivalent the notice served by the Authority will not prevail over any notice served by the Lender but will prevail over any notice served by any other person. The Contractor acknowledges that the Building Contractor will Authority may be entitled to rely on a notice given to the Building Contractor by the Authority under clause 10.3 as conclusive evidence that the employment of the Contractor required under the Project Agreement has been terminated FOI Act and EIRs to disclose Information (including commercially sensitive Information) without consulting or that obtaining consent from the Project Agreement has been terminatedContractor. The Authority may by notice shall take reasonable steps to notify the Contractor of a Request For Information (in writing accordance with the Secretary of State’s section 45 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOI Act) to the Building Contractor appoint another person extent that it is permissible and reasonably practical for it to exercise its rights under do so but (notwithstanding any other provision in this clause 10 subject to Agreement) the Authority remaining liable to shall be responsible for determining in its absolute discretion whether any commercially sensitive Information and/or any other information is exempt from disclosure in accordance with the Building Contractor as guarantor for its appointee in respect of its obligations under this DeedFOI Act and/or the EIRs.