58.4  Transfer of Assets/Contracts etc55

On the service of a Termination Notice in accordance with this Agreement for any reason:

(a)  if prior to the Actual Completion Date, in so far as any transfer shall be necessary fully and effectively to transfer property to the Authority, the Service Provider shall transfer to, and there shall vest in, the Authority, such part of the Works and/or the Facilities as shall have been constructed and such items of the Equipment and [Authority to add project specific items] as shall have been procured by the Service Provider, as the Authority shall elect;

(b)  all goods and all materials on, or near to, the Site not yet incorporated in the Works shall remain available to the Authority for the purposes of completing the Works and if the cost of such goods and materials has not been reflected in the payment of any compensation pursuant to Schedule 22 (Compensation on Termination), subject to the payment by the Authority (determined as between a willing vendor and willing purchaser with any disputes determined pursuant to the Dispute Resolution Procedure);

(c)  the construction plant shall remain available to the Authority for the purposes of completing the Works, subject to payment of the Construction Contractor's reasonable charges;

(d)  the Service Provider shall hand over to, and there shall vest in, the Authority, free from all encumbrances, the Facilities [include project specific provisions re IT and Equipment etc] (which in the case of the termination of this Agreement in accordance with clause 60 (Expiry) shall be in the state required in accordance with Schedule 24 (Handback Procedure));

(e)  if the Authority so elects, the Service Provider shall procure that any of the Construction Contract or the FM Contract shall be novated or assigned to the Authority, provided that where termination occurs under clause 55 (Voluntary Termination and Termination on an Authority Break Point Date) or clause 56 (Termination on Authority Default) the consent of the Construction Contractor or the FM Contractor or the Services Contractor (as the case may be) shall be required;

(f)  the Service Provider shall deliver to the Authority (as far as not already delivered to the Authority) one complete set of the Building Manual;

(g)  the Service Provider shall use all reasonable endeavours to procure that the benefit of all manufacturer's warranties in respect of mechanical and electrical plant and equipment used or made available by the Service Provider under this Agreement and included in the Facilities are assigned, or otherwise transferred, to the Authority with full title guarantee; and

(h)  the Service Provider shall deliver to the Authority information equivalent to the information it is required to provide in accordance with clause 32 (Employment Obligations on Expiry/Termination) and clause 33 (Pension Matters) in relation to the employees employed by the Service Provider [and/or the FM Contractor and/or the Services Contractor] [and/or any other sub-contractor] and the records referred to in clause 66 (Records and Reports) except where such documents are required by Legislation to be retained by the Service Provider or a sub-contractor (in which case complete copies shall be delivered to the Authority).

_____________________________________________________________________________________________
55  To be considered on project specific basis.