37.2  Authority Break Point Date 245

37.2.1  Without prejudice to its rights under clause 37.1 (Voluntary Termination by the Authority), the Authority may terminate this Agreement on any of the Authority Break Point Dates by complying with its obligations under clauses 37.2.2 (Authority Break Point Date), 37.2.3 (Authority Break Point Date), and 37.2.4 (Authority Break Point Date) below.

37.2.2  If the Authority wishes to terminate this Agreement under this clause, it must give notice to the Contractor stating:

(a)  that the Authority is terminating the Agreement under this clause 37.2 (Termination on an Authority Break Point Date);

(b)  that this Agreement will terminate on the specified Authority Break Point Date, which must be a minimum of [twenty (30)] Business Days after the date of receipt of the notice; and

(c)  whether the Authority has chosen to exercise its option under clause 37.2.3 below.

37.2.3  On termination, the Authority shall have the option to require the Contractor to transfer its right, title and interest in and to the Assets to the Authority or as directed by the Authority.

37.2.4  Provided the notice has been provided in accordance with clause 37.2.2 (Authority Break Point Date) above, this Agreement will terminate on the specified Authority Break Point Date.

__________________________________________________________________________________________

245 Whether the right to terminate on an Authority Break Point Date (provided for under SOPC4) should be included must be considered and determined on a project specific basis as it is not mandatory.  If such a right is included, the Contractor should be required to submit proposals to the Authority as part of the ISDS regarding its preferred method of dealing with the financial consequences arising from the possibility of early termination under these provisions.  See also SoPC4 paragraph 21.5.4 which discusses the issue.