Common use of Decanting Clause in Contracts

Decanting. The Parties shall each comply with their respective obligations set out in the Decant Protocol (and shall not be in breach of such obligations to the extent any failure to do so arises directly from any default of the other Party). In the event the Construction Programme is amended in accordance with this Agreement the Parties shall agree (acting reasonably) any necessary changes to the Decant Protocol with the aims of minimising disruption to the Educational Services and delay to the relevant Services Availability Date. Equipment The Authority does not guarantee, warrant or give any assurances as to the age, condition or state of repair of any item of Authority Equipment. The Contractor has (exercising the level of skill and care reasonably to be expected from an appropriately qualified and competent operator providing services in relation to a project of a similar size and scope to the Project) (i) carried out its own inspections and made its own assessment of the Initial Legacy Authority Equipment and (ii) carried out an assessment of the Initial New Authority Equipment, and and has determined that, in order to provide the Services and comply with the Area Data Sheets, the Contractor Equipment is necessary in addition to the Initial Legacy Authority Equipment and the Initial New Authority Equipment. The Contractor has projected that the cost of the Contractor Equipment is equal to the Contractor Equipment Provisional Sum and the Base Case includes an allowance for the Contractor to purchase Contractor Equipment up to the value of the Contractor Equipment Provisional Sum. The Contractor shall purchase, provide and install Contractor Equipment in accordance with the provisions of paragraph 3 of the Facilities Output Specification. The Contractor shall only purchase or provide and install Contractor Equipment that is Approved Contractor Equipment that has been purchased or provided in accordance with the Loose Equipment Purchase Protocol. The Contractor shall submit to the Authority pursuant to Schedule 8 (Review Procedure) its proposals for Approved Contractor Equipment and shall set out any difference in cost between the actual cost of the Approved Contractor Equipment and the Contractor Equipment Provisional Sum. To the extent that the actual cost of the Approved Contractor Equipment exceeds the Contractor Equipment Provisional Sum, the Authority shall pay the difference to the Contractor within twenty Business Days of receipt of the Contractor's invoice. To the extent that the actual cost of the Approved Contractor Equipment is less than the Contractor Equipment Provisional Sum, the Contractor shall pay such difference to the Authority within twenty (20) Business Days of written request by the Authority. The Contractor shall: provide and install the Approved Contractor Equipment at the Schools; and relocate any Initial Authority Equipment and Legacy ICT Equipment in the Existing Schools to the Schools in accordance with the Decant Protocol. If the Contractor has failed in its obligations to decant and recommision any Legacy ICT Equipment or any Initial Authority Equipment as required under this Agreement within three (3) Business Days of the relevant programmed dated the Authority may do so and recover the cost of doing so from the Contractor as a debt.99 When the Contractor has installed the Approved Contractor Equipment and the Active ICT Infrastructure at the relevant School, title in the Approved Contractor Equipment and the Active ICT Infrastructure shall pass to the Authority or if directed by the Authority to the School Entity and the Contractor shall assign the benefit of all warranties for the Approved Contractor Equipment and the Active ICT Infrastructure to the Authority. The Contractor shall not be responsible for repairing, maintaining and replacing the Authority Equipment. The Authority shall, or shall procure that the relevant School Entity shall, have regard to the impact of any changes in the specification of the Authority Equipment on the Services when replacing the Authority Equipment. The Contractor shall inform the Authority and the relevant School Representative at the same time that it submits the Lifecycle Schedule which items of Authority Equipment will in the Contractor’s reasonable opinion require replacement by the Authority within the Academic Year. The Contractor shall inform the Authority and the relevant School Representative in writing if at any time any Authority Equipment requires immediate replacement on the grounds that it creates a health and safety risk and/or is likely to damage other elements of the Buildings or Site if left in use, despite not being itemised in a Lifecycle Schedule. If the Authority Equipment is the subject of a notice given under clause 11.7.13 and as such requires immediate replacement, then the Authority shall or shall procure that such Authority Equipment shall be taken out of service as soon as reasonably practicable. The Contractor will not be liable for any Deductions that directly arise from the failure by the Authority to take such Authority Equipment out of service in accordance with this clause 11.7.14. The Contractor shall upon request provide to the Authority and the relevant School Entity access to all the Contractor's records, receipts, invoices, reports, drawings, technical specifications and performance logs required by the Authority and/or the relevant School Entity to enable them to accurately assess any Approved Contractor Equipment supplied, installed or commissioned by the Contractor or Approved Contractor Equipment which the Contractor proposes to supply, install or commission.