Outline Construction Contractor Direct Agreement Page 4
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20THIS AGREEMENT is made on the
day of
.
BETWEEN:
(1)
a company incorporated under the laws of
England and Wales with registered number
whose registered office is at
(the “Construction Contractor”);
(2)
BRIGHTON & HOVE CITY COUNCIL whose principal office is at King’s
House, Grand Avenue, Hove BN3 2SR (“B&HCC”);
(3)
EAST SUSSEX COUNTY COUNCIL whose principal office is at County Hall, St
Ann’s Crescent, Lewes, East Sussex BN7 1UE (“ESCC”); [and]
(4)
SOUTH DOWNS WASTE SERVICES LIMITED a company incorporated under
the laws of England and Wales with registered number 4362726 whose registered
office is at 154a Pentonville Road, London NI 9PE (the “Contractor”); and
[(5)
a company incorporated under the laws of
England and Wales with registered number
whose registered office is
at
(the “Guarantor”).]
WHEREAS:
(A)
Under the Principal Contract made pursuant to the Government’s Private Finance
Initiative, B & HCC and ESCC (the “Councils”) and the Contractor have agreed the
terms on which the Contractor will design, construct, finance and operate a joint
integrated waste management service.
(B)
Under the Construction Contract the Contractor and the Construction Contractor have
agreed the terms on which the Construction Contractor will, in relation to [Newhaven
ERP] therein described design, execute and complete the works described in the
Construction Contract including any variation to such works which has been or shall
be effected thereunder.
(C)
It is a requirement of the Principal Contract that this Agreement be entered into by
each of the Councils, the Contractor and the Construction Contractor.
[(D)
The Guarantor has provided a guarantee to the Contractor in respect of the
Construction Contractor’s obligations under the Construction Contract and it is party
to this Agreement to give certain undertakings when the Construction Contract is
novated under this Agreement.]
[Note: Depending upon identity of the Construction Contractor a parent
company guarantee may not be provided and all references throughout to the
Construction Contract Parent Company Guarantee and the Guarantor will need
to be removed. For example, if the Construction Contractor is the ultimate
holding company in its group of companies.]
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