Common use of Project Owner's Reserved Powers Clause in Contracts

Project Owner's Reserved Powers. (a) Notwithstanding clause 4.1 and the alliance relationship established under this Agreement, the Participants acknowledge that: (1) when making any Determination reserved to the Project Owner under this Agreement, the Project Owner may act in its absolute discretion except where such Determination may have any prejudicial effect on MTM's Accreditation or MTM's ability to comply with the MTM Franchise Agreement, MTM Infrastructure Lease or MTM Projects Agreement, in which case PTV and MTM as the case may be must be consulted prior to such Determination; and (2) subject to clause 8.1(a)(1), the final Determination on the following matters (Project Owner’s Reserved Powers) is reserved for unilateral determination by the Project Owner: (i) amendment or substitution of the VfM Statement in accordance with clause 3(c); (ii) the decision to suspend all or part of the Works under clause 26.2 or 26.5; (iii) any decisions or matters regarding any actual or threatened legal action, litigation or third party claims arising out of or in connection to this Agreement, excluding where the Project Owner is not a party or prospective party to such actual or threatened legal action, litigation or third party claims; (iv) any decision, direction or approval to enter into any Subcontract which is a sub-alliance or is otherwise not subject to a fixed price, in accordance with the Contracting Strategy; (v) any approval by the Project Owner in accordance with clause 17.2(d)(2); (vi) the removal (and consent to re-instatement) of any person from the Site, Works or Rail Infrastructure in accordance with clause 10.1(c)(1); (vii) appointment of independent advisors under clause 16.1(f); (viii) certification of Practical Completion and Final Completion in accordance with clauses 14.2(d) and 15.3(a) respectively; (ix) a Scope Variation in accordance with clause 17.1(a) or 17.5(d); (x) an Adjustment Event in accordance with clause 16; (xi) directions in respect of local or broader community issues which relate to performance of the Works, in accordance with clause 19.6(b); (xii) a direction that the ALT attend an alliance exchange in accordance with clause 19.20; (xiii) publication or disclosure in accordance with clause 37.13(b); (xiv) urgent protection of the Works, other property, people or the Environment; (xv) any decisions, directions or actions the Project Owner determines are necessary following any event which significantly impacts on the whole or any part of the Works or the achievement of the VFM Statement; (xvi) any Determination, matter, approval or thing expressed under this Agreement as being at the discretion of the Project Owner; (xvii) any matter which the Project Owner determines, after consultation with the ALT, or the ALT unanimously agrees, should be reserved to the Project Owner; and (xviii) unless otherwise specified, the decision to terminate this Agreement where the Project Owner has such a right under this Agreement. (b) The Participants agree to abide by and implement a Determination by the Project Owner in respect of the Project Owner’s Reserved Powers as though it was a decision of the ALT. (c) The impact, if any, that the exercise of a Project Owner’s Reserved Power has on any or all of: (1) the TOC; (2) the KRAs; and (3) the Date for Practical Completion, under this Agreement will be calculated in the manner prescribed by this Agreement, and if no manner is prescribed, as determined by the Project Owner following a recommendation from the ALT. If this Agreement does not specify the manner of calculation of the impact, if any, that the exercise of a Project Owner’s Reserved Power has on the matters set out in this clause 8.1(c) and the ALT fails to reach agreement on the recommendation to be made to the Project Owner under this clause 8.1(c), then the Participants must comply with the procedure set out in Schedule 16 to resolve the issue. (d) No: (1) decision by the ALT, or any of the Owner Participants' ALT representatives; or (2) documentation contemplated by the Agreement, and nothing contained in or set out in or implied by any such documentation; can limit, restrict, modify, constrain or place any ▇▇▇▇▇▇ on the exercise by the Project Owner of any: (3) discretion, right, entitlement or power (express or reserve) under any law; or (4) Determination by the Project Owner under the Agreement.

Project Owner's Reserved Powers. (a) Notwithstanding clause 4.1 and the alliance relationship established under this Agreement, the Participants acknowledge that: (1) when making any Determination reserved to the Project Owner under this Agreement, the Project Owner may act in its absolute discretion except where such Determination may have any prejudicial effect on MTM's Accreditation or MTM's ability to comply with the MTM Franchise Agreement, MTM Infrastructure Lease or MTM Projects Agreement, in which case PTV and MTM as the case may be must be consulted prior to such Determination; and (2) subject to clause 8.1(a)(1), the final Determination on the following matters (Project Owner’s Reserved Powers) is reserved for unilateral determination by the Project Owner: (i) amendment or substitution of the VfM Statement in accordance with clause 3(c); (ii) the decision to suspend all or part of the Works under clause 26.2 or 26.5; (iii) any decisions or matters regarding any actual or threatened legal action, litigation or third party claims arising out of or in connection to this Agreement, excluding where the Project Owner is not a party or prospective party to such actual or threatened legal action, litigation or third party claims; (iv) any decision, direction or approval to enter into any Subcontract which is a sub-alliance or is otherwise not subject to a fixed price, in accordance with the Contracting Strategy; (v) any approval by the Project Owner in accordance with clause 17.2(d)(2); (vi) the removal (and consent to re-instatement) of any person from the Site, Works or Rail Infrastructure in accordance with clause 10.1(c)(1); (vii) appointment of independent advisors under clause 16.1(f); (viii) certification of Practical Completion and Final Completion in accordance with clauses 14.2(d) and 15.3(a) respectively; (ix) a Scope Variation in accordance with clause 17.1(a) or 17.5(d); (x) an Adjustment Event in accordance with clause 16; (xi) directions in respect of local or broader community issues which relate to performance of the Works, in accordance with clause 19.6(b); (xii) a direction that the ALT attend an alliance exchange in accordance with clause 19.20; (xiii) publication or disclosure in accordance with clause 37.13(b);; 32 (xiv) urgent protection of the Works, other property, people or the Environment; (xv) any decisions, directions or actions the Project Owner determines are necessary following any event which significantly impacts on the whole or any part of the Works or the achievement of the VFM Statement; (xvi) any Determination, matter, approval or thing expressed under this Agreement as being at the discretion of the Project Owner; (xvii) any matter which the Project Owner determines, after consultation with the ALT, or the ALT unanimously agrees, should be reserved to the Project Owner; and (xviii) unless otherwise specified, the decision to terminate this Agreement where the Project Owner has such a right under this Agreement. (b) The Participants agree to abide by and implement a Determination by the Project Owner in respect of the Project Owner’s Reserved Powers as though it was a decision of the ALT. (c) The impact, if any, that the exercise of a Project Owner’s Reserved Power has on any or all of: (1) the TOC; (2) the KRAs; and (3) the Date for Practical Completion, under this Agreement will be calculated in the manner prescribed by this Agreement, and if no manner is prescribed, as determined by the Project Owner following a recommendation from the ALT. If this Agreement does not specify the manner of calculation of the impact, if any, that the exercise of a Project Owner’s Reserved Power has on the matters set out in this clause 8.1(c) and the ALT fails to reach agreement on the recommendation to be made to the Project Owner under this clause 8.1(c), then the Participants must comply with the procedure set out in Schedule 16 to resolve the issue. (d) No: (1) decision by the ALT, or any of the Owner Participants' ALT representatives; or (2) documentation contemplated by the Agreement, and nothing contained in or set out in or implied by any such documentation; can limit, restrict, modify, constrain or place any ▇▇▇▇▇▇ on the exercise by the Project Owner of any: (3) discretion, right, entitlement or power (express or reserve) under any law; or (4) Determination by the Project Owner under the Agreement.