Contract Term and Expiry

3.1  Subject to Clause 3.2 and to earlier termination in accordance with its terms, this Agreement will commence on the Commencement Date and will expire on the date twenty (20) years after the Commencement Date (the "Initial Expiry Date").  For the avoidance of doubt, hubco shall not be entitled to any compensation for termination of this Agreement on expiry on the Initial Expiry Date or on the Extended Expiry Date, as the case may be, nor on any extension to this Agreement beyond the Initial Expiry Date.

3.2  The term of this Agreement may be extended for an additional five (5) years after the Initial Expiry Date in the circumstances and in accordance with procedure set out in this Clause 3.2:

3.2.1  twelve (12) months before the Initial Expiry Date the TPB shall meet to review:

(a)  the performance of the Parties under this Agreement and, in particular, the performance of hubco in delivering the Partnering Services to the performance standards set out in Clause 8.1 (Standard of Provision of the Partnering Services);

(b)  the Community Services needs of the population within the Territory; and

(c)  whether it would be beneficial to the provision of all or any of the Community Services in the Territory to extend this Agreement for a further 5 year period from the Initial Expiry Date;

3.2.2  if hubco and one or more of the Participants (the "Continuing Participants") agree that it would be beneficial to the provision of all or any of the Community Services in the Territory to extend this Agreement, the Continuing Participants shall serve a written notice upon hubco at least six (6) months before the Initial Expiry Date the effect of which shall be to extend the term of this Agreement by five (5) years from the Initial Expiry Date as between hubco and the Continuing Participants. In relation to any Participant who is not a Continuing Participant, this Agreement shall expire on the Initial Expiry Date and nothing in this Clause 3.2.2 shall extend or increase the liability of any such Participants.

3.3  Upon expiry or earlier termination of this Agreement, the following clauses shall continue in force until the expiry or earlier termination of the last Project Agreement to be in force which was entered into pursuant to this Agreement:

Clause number(s)

Description

 

1

Definitions etc

 

2

Purpose and conduct of the parties

 

5.3 - 5.5 (inclusive)

Disposal of properties

 

8.1 (excluding Clause 8.1.5 and Clause 8.1.6), 8.4 (to the extent relevant following expiry of this Agreement)  

 

 

11

Economic and monetary union

 

12

Parties' Representatives

 

14 (excluding Clause 14.4)

Management of hubco's performance

 

16-20 (but, in the case of Clauses 20.3 to 20.8 (inclusive) only to the extent relevant following expiry of this Agreement)

Indemnities; Insurance; Intellectual Property rights; Transfer of employment; Site security and personnel issues

 

22

Participant default

 

23

hubco events of default

 

24

Force Majeure

 

25

Corrupt gifts and fraudulent payments

 

26

Agency and Participants' statutory authority

 

27

Assignation and sub-contracting

 

28

Performance of subcontractors

 

29-31

Confidentiality; Freedom of Information; Change in parties to the partnering agreement

 

32-51

Dispute resolution; Order of precedence of documents; No recourse to public funds; Records and open book accounting; Personal Data; Liability of the Participants; Prohibited activities; Notices; Amendments; Waiver; No agency; Entire agreement; Severability; No double recovery; Costs and expenses; Third Party Rights; Mitigation; Further assurance; Governing law and jurisdiction; General assistance and cooperation and Participant undertakings