54A.2  Transfer of Employees

If it is subsequently agreed or determined that there are persons presently employed by the Authority, [or any existing third party contractor to the Authority] whose contracts of employment do have effect after the Relevant Transfer Date as if originally made between those persons and the Service Provider or the relevant sub-contractor (the Transferring Staff) then:

(a)  the Authority shall within twenty (20) Business Days of the date on which it was so agreed or determined have the opportunity to offer a position as an employee of the Authority to some or all of the Transferring Staff;

(b)  the Service Provider shall procure that no person to whom a position has been offered in accordance with clause 54A.2(a) shall be dismissed by reason of redundancy until the period for acceptance of the offer has expired and the person in question has not accepted the offer;

(c)  subject to clause 54A.2(a) and clause 54A.2(b), the Service Provider or any Sub-Contractor shall be entitled to dismiss any or all of the Transferring Staff by reason of redundancy;

(d)  the Service Provider shall, and shall procure that any relevant Sub-Contractor shall, carry out, in the required manner, any obligation to consult with the Transferring Staff, or any of them or their respective representatives, and shall use all reasonable endeavours to mitigate the amount of any Employee Costs payable in respect of the Transferring Staff or their dismissal.

Provided that the Service Provider and any relevant sub-contractor complies with its/their obligations under clauses 54A.2(a), 54A.2(b), 54A.2(c) and 54A.2(d) any Employee Costs reasonably incurred by the Service Provider (or by a relevant sub-contractor) shall be indemnified by the Authority.  The Authority shall also indemnify the Service Provider against any Losses reasonably incurred by the Service Provider (or by a relevant sub-contractor) where such Losses arise as a result of any act, fault or omission of the Authority occurring prior to the Relevant Transfer Date and relating to claims made against the Service Provider (or any relevant sub-contractor) by any Transferring Staff.