Common use of NO RETENDERING PROCEDURE Clause in Contracts

NO RETENDERING PROCEDURE. If either the Municipality is not entitled to retender pursuant to clause 59 (Termination on Private Party Default) or the Municipality elects to require an expert determination by the Termination Calculation Expert in accordance with this clause 66 (No Retendering Procedure) then the following procedure shall apply: 66.1 In determining the Adjusted Estimated Project Value the Parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 all forecast amounts should be calculated in nominal terms at current prices, recognising the adjustment for CPI in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; and 66.1.2 the total of all future payments of the full Unitary Payments (without Penalty Deductions) forecast to be made shall be calculated and discounted to the Termination Date at the Termination Date Discount Rate. 66.2 If the Parties cannot agree on the Adjusted Estimated Project Value on or before the date falling thirty (30) days after the date on which the Termination Calculation Expert has determined such value, in accordance with this clause 66 (No Retendering Procedure), then the Estimated Project Value shall be determined in accordance with clause 77 (Dispute Resolution). 66.3 The Municipality shall pay to the Private Party an amount equal to the greater of the Adjusted Debt and the Adjusted Estimated Project Value on the date falling thirty (30) days after the date on which the Adjusted Estimated Project Value has been agreed or determined in accordance with this clause 66 (No Retendering Procedure). 66.4 The discharge by the Municipality of its obligation in clause (e) shall be in full and final settlement of all the Private Party’s claims and rights against the Municipality for breaches and/or termination of this PPP Agreement or any Project Documents whether in contract, delict, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project Value.

NO RETENDERING PROCEDURE. 3.1 If either the Municipality Authority is not entitled to retender pursuant to clause 59 the provision of the Service under paragraph 1 (Termination on Private Party DefaultRetendering Election) or the Municipality Authority elects to require an expert determination by the Termination Calculation Expert in accordance with this clause 66 (No Retendering Procedure) paragraph 3 then the following procedure shall apply: 66.1 In 3.1.1 subject to paragraph 3.1.2, the Service Provider shall not be entitled to receive any Post Termination Service Amount; 3.1.2 if the Authority elects to require an expert determination in accordance with this paragraph 3 (No Retendering Procedure) after it has elected to follow the procedure under paragraph 2 (Retendering Procedure), then the Authority shall continue to pay to the Service Provider each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 2 (Retendering Procedure); 3.1.3 in agreeing or determining the Adjusted Estimated Project Fair Value of the Parties Contract the parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 (a) all forecast amounts should be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; andthe Contract; 66.1.2 (b) the total of all future payments of the full Unitary Payments Charge (without Penalty Deductionsless any Adjustments to be made under The Payment Mechanism in accordance with Performance Standard 1) forecast to be made shall be calculated and discounted to the Termination Date at the Termination Date Discount Rate.; 66.2 If (c) the Parties total of all costs forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Termination Date Discount Rate and deducted from the payment calculated pursuant to paragraph 3.1.3(b), such costs to include without double counting: (i) a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case; (ii) the costs of the service forecast to be incurred by the Authority to the standard required; and (iii) any rectification costs required to deliver the service to the standard required (including any costs forecast to be incurred by the Authority to complete the Core Investment Programme Service or development work and additional operating costs required to restore operating services standards), in each case such costs to be forecast at a level that will deliver the full Unitary Charge referred to in paragraph 3.1.3(b) above; 3.1.4 if the parties cannot agree on the Adjusted Estimated Project Fair Value of the Contract on or before the date falling thirty (30) days after the date on which the Termination Calculation Expert has determined such value, Authority elected to require an expert determination in accordance with this clause 66 paragraph 3 (No Retendering Procedure), then the Estimated Project Fair Value of the Contract shall be determined in accordance with clause 77 38 (Dispute Resolution).; 66.3 The Municipality 3.1.5 the Authority shall pay to the Private Party Service Provider an amount equal to the greater Adjusted Estimated Fair Value of the Adjusted Debt and the Adjusted Estimated Project Value Contract on the date falling thirty sixty (3060) days after the date on which the Adjusted Estimated Project Fair Value of the Contract has been agreed or determined in accordance with this clause 66 (No Retendering Procedure).paragraph 3; 66.4 The 3.1.6 the discharge by the Municipality Authority of its obligation obligations in clause (e) shall be paragraph 3.1.5 is in full and final settlement of all the Private Party’s Service Provider's claims and rights against the Municipality Authority for breaches and/or termination of this PPP Agreement Contract or any other Project Documents Document whether in contract, delicttort, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project ValueFair Value of the Contract; 3.1.7 to the extent that the Adjusted Estimated Fair Value of the Contract is less than zero, then an amount equal to the Adjusted Estimated Fair Value of the Contract shall be due and payable by the Service Provider to the Authority on the Compensation Date.

NO RETENDERING PROCEDURE. If either the Municipality Authority is not entitled to retender pursuant to the provision of the Project under clause 59 37.1 (Termination on Private Party Default) Retendering Election), or the Municipality Authority elects to require an expert determination by the Termination Calculation Expert in accordance with this clause 66 37.3 (No Retendering Procedure), then the following procedure shall apply:- 37.3.1 Subject to clause 37.3.2 (No Retendering Procedure) below, the Contractor shall not be entitled to receive any Post Termination Service Amount. 37.3.2 If the Authority elects to require an expert determination in accordance with this clause 37.3 (No Retendering Procedure) after it has elected to follow the procedure under clause 37.2 (Retendering Procedure), then the following procedure Authority shall apply:continue to pay to the Contractor each Post Termination Service Amount until the Compensation Date, in accordance with clause 37.2 (Retendering Procedure). 66.1 37.3.3 In agreeing or determining the Adjusted Estimated Project Fair Value of the Contract, the Parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below:below:- 66.1.1 (a) all forecast amounts should including all costs which may be incurred in generating third party income shall be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; and; 66.1.2 (b) the total of all future payments of the full Annual Unitary Payments Charge (without Penalty Deductions) forecast to be made and any estimated third party income forecast to be made shall be calculated and discounted to the Termination Date at the Termination Date Discount Rate; (c) the total of all costs forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Termination Date Discount Rate and deducted from the payment calculated pursuant to clause 37.3.3(b) (No Retendering Procedure), such costs to include (without double counting):- (i) a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant Base Case; (ii) the costs of the service forecast to be incurred by the Authority in providing the Project to the standard required Provided that in relation to the costs of SRF disposal, such costs shall be calculated on the basis of the lower of: (A) the costs incurred by the Authority on the basis that it had exercised its step-in rights under the SRF Offtake Contract Direct Agreement and was operating the SRF Offtake Contract(s) until the expiry of the same; and (B) the costs incurred by the Authority on the basis that it was not operating the SRF Offtake Contract(s) but including any costs and liabilities which fall to the Authority associated with the termination of such SRF Offtake Contract(s); PROVIDED THAT in each case the Authority shall not include in such amount the costs it would otherwise have incurred pursuant to the operation of the SRF Gainshare Mechanism set out in paragraph 7 of schedule 5 (Payment Mechanism); and (d) (without double counting in respect of costs of SRF disposal falling under 37.3.3(c)(ii)) any Rectification Costs required to deliver the Project to the standard required (including any costs forecast to be incurred by the Authority to complete construction or development work and additional operating costs required to restore operating services standards); in each case such costs to be forecast at a level that will deliver the full Annual Unitary Charge referred to in clause 37.3.3(b) (No Retendering Procedure). 66.2 37.3.4 If the Parties cannot agree on the Adjusted Estimated Project Fair Value of the Contract on or before the date falling thirty twenty (3020) days Working Days after the date on which the Termination Calculation Expert has determined such value, Authority elected to require an expert determination in accordance with this clause 66 37.3 (No Retendering Procedure), then the Estimated Project Fair Value of the Contract shall be determined in accordance with clause 77 (the Dispute Resolution)Resolution Procedure. 66.3 37.3.5 The Municipality Authority shall pay to the Private Party Contractor an amount equal to the greater Adjusted Estimated Fair Value of the Adjusted Debt and the Adjusted Estimated Project Value Contract on the date falling thirty sixty (3060) days Working Days after the date on which the Adjusted Estimated Project Fair Value of the Contract has been agreed or determined in accordance with this clause 66 37.3 (No Retendering Procedure). 66.4 37.3.6 The discharge by the Municipality Authority of its obligation in clause 37.3.5 (eNo Retendering Procedure) shall be is in full and final settlement of all the Private PartyContractor’s claims and rights against the Municipality Authority for breaches and/or termination of this PPP Agreement or any other Project Documents Document whether in contract, delicttort, restitution or otherwise otherwise, save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project ValueFair Value of the Contract. 37.3.7 To the extent that the Adjusted Estimated Fair Value of the Contract is less than zero, then an amount equal to the Adjusted Estimated Fair Value of the Contract shall be due and payable by the Contractor to the Authority on the Compensation Date.

NO RETENDERING PROCEDURE. If either Subject to paragraph 4.2, if the Municipality is not entitled to retender pursuant to clause 59 (Termination on Private Party Default) or the Municipality elects to require an expert determination by the Termination Calculation Expert in accordance with provisions of this clause 66 paragraph 4 (No Retendering Procedure) apply Sub-hubco shall not be entitled to receive any Post Termination Service Amount. If the Authority elects to follow the no retendering procedure in accordance with this paragraph 4 (No Retendering Procedure) after it has elected to follow the procedure under paragraph 3 (Retendering Procedure), then the following procedure Authority shall apply: 66.1 continue to pay to Sub-hubco each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 3 (Retendering Procedure). In agreeing or determining the Adjusted Estimated Project Fair Value of the Parties Agreement the parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 : all forecast amounts of revenues and costs should be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; and 66.1.2 the total of all future payments of the full Unitary Service Payments (without Penalty Deductions) forecast to be made from the Termination Date to the Expiry Date shall be calculated and discounted at the Discount Rate; the total of all costs reasonably forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Discount Rate and deducted from the payment calculated pursuant to paragraph 4.3.2 above, such costs to include (without double counting): a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case; the costs of providing the Services reasonably forecast to be incurred by the Authority from the Termination Date to the Expiry Date in providing the Project Operations to the standard required; and any rectification costs required to deliver the Project Operations to the standard required (including any costs reasonably forecast to be incurred by the Authority to complete the Works) and additional operating costs required to restore operating services standards less (to the extent that such sums are included in any calculation of rectification costs for the purposes of this paragraph) the aggregate of: any insurance proceeds received (or held in the Insurance Proceeds Account) or which will be received pursuant to policies maintained in accordance with Clause 53 (Insurance): and amounts payable by the Authority in respect of Capital Expenditure under this Agreement which have not been paid, in each case such costs to be forecast at a level that will deliver the Termination Date Discount Rate. 66.2 Services to the standards required by this Agreement. If the Parties parties cannot agree on the Adjusted Estimated Project Fair Value of the Agreement on or before the date falling thirty twenty (3020) days Business Days after the date on which the Termination Calculation Expert has determined such value, Authority elected or was required pursuant to paragraph 2 (Retendering Election) or paragraph 3 (Retendering Procedure) to follow the no retendering procedure in accordance with this clause 66 paragraph 4 (No Retendering Procedure), then the Adjusted Estimated Project Fair Value of the Agreement shall be determined in accordance with clause 77 Clause 56 (Dispute Resolution). 66.3 . The Municipality shall pay to the Private Party an amount equal to the greater Adjusted Estimated Fair Value of the Adjusted Debt and the Adjusted Estimated Project Value on the date falling thirty (30) days after the date on which the Adjusted Estimated Project Value has been agreed or determined Agreement shall be paid in accordance with Section 5 (General) of this clause 66 Schedule Part 17 (No Retendering ProcedureCompensation on Termination). 66.4 The discharge by the Municipality of its obligation in clause (e) shall be in full and final settlement of all the Private Party’s claims and rights against the Municipality for breaches and/or termination of this PPP Agreement or any Project Documents whether in contract, delict, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project Value.

NO RETENDERING PROCEDURE. If either Subject to paragraph 308.2, if the Municipality is not entitled to retender pursuant to clause 59 (Termination on Private Party Default) or the Municipality elects to require an expert determination by the Termination Calculation Expert in accordance with provisions of this clause 66 paragraph 308 (No Retendering Procedure) apply Project Co shall not be entitled to receive any Post Termination Service Amount. If the Authority elects to follow the no retendering procedure in accordance with this paragraph 308 (No Retendering Procedure) after it has elected to follow the procedure under paragraph 307 (Retendering Procedure), then the following procedure Authority shall apply: 66.1 continue to pay to Project Co each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 307 (Retendering Procedure). In agreeing or determining the Adjusted Estimated Project Fair Value of the Parties Agreement the parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 : all forecast amounts of revenues and costs should be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; and 66.1.2 the total of all future payments of the full Unitary Service Payments (without Penalty Deductions) forecast to be made from the Termination Date to the Expiry Date shall be calculated and discounted at the Discount Rate; the total of all costs reasonably forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Discount Rate and deducted from the payment calculated pursuant to paragraph 308.3.2 above, such costs to include (without double counting): a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case; the costs of providing the Services reasonably forecast to be incurred by the Authority from the Termination Date to the Expiry Date in providing the Project Operations to the standard required; and any rectification costs required to deliver the Project Operations to the standard required (including any costs reasonably forecast to be incurred by the Authority to complete the Works) and additional operating costs required to restore operating services standards less (to the extent that such sums are included in any calculation of rectification costs for the purposes of this paragraph) the aggregate of: any insurance proceeds received (or held in the Insurance Proceeds Account) or which will be received pursuant to policies maintained in accordance with Clause 53 (Insurance): and amounts payable by the Authority in respect of Capital Expenditure under this Agreement which have not been paid, in each case such costs to be forecast at a level that will deliver the Services to the standards required by this Agreement; the Net Present Value at the Termination Date Discount Rate. 66.2 of all future Surplus Payments forecast in the Financial Model shall be calculated and deducted from the payment calculation pursuant to paragraph 308.3.2 above. If the Parties parties cannot agree on the Adjusted Estimated Project Fair Value of the Agreement on or before the date falling thirty twenty (3020) days Business Days after the date on which the Termination Calculation Expert has determined such value, Authority elected or was required pursuant to paragraph 306 (Retendering Election) or paragraph 307 (Retendering Procedure) to follow the no retendering procedure in accordance with this clause 66 paragraph 308 (No Retendering Procedure), then the Adjusted Estimated Project Fair Value of the Agreement shall be determined in accordance with clause 77 Clause 56 (Dispute Resolution). 66.3 . The Municipality Adjusted Estimated Fair Value of the Agreement shall pay be paid in accordance with Section 5 (General) of this Schedule Part 17 (Compensation on Termination). In the event that the Adjusted Estimated Fair Value of the Agreement exceeds the Maximum Termination Amount, the Adjusted Estimated Fair Value of the Agreement shall be deemed to the Private Party be an amount equal to the greater of the Adjusted Debt and the Adjusted Estimated Project Value on the date falling thirty (30) days after the date on which the Adjusted Estimated Project Value has been agreed or determined in accordance with this clause 66 (No Retendering Procedure)Maximum Termination Amount. 66.4 The discharge by the Municipality of its obligation in clause (e) shall be in full and final settlement of all the Private Party’s claims and rights against the Municipality for breaches and/or termination of this PPP Agreement or any Project Documents whether in contract, delict, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project Value.

NO RETENDERING PROCEDURE. If either Subject to paragraph 4.2, if the Municipality is not entitled to retender pursuant to clause 59 (Termination on Private Party Default) or the Municipality elects to require an expert determination by the Termination Calculation Expert in accordance with provisions of this clause 66 paragraph 4 (No Retendering Procedure) apply DBFM Co shall not be entitled to receive any Post Termination Service Amount. If the Authority elects to follow the no retendering procedure in accordance with this paragraph 4 (No Retendering Procedure) after it has elected to follow the procedure under paragraph 3 (Retendering Procedure), then the following procedure Authority shall apply: 66.1 continue to pay to DBFM Co each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 3 (Retendering Procedure). In agreeing or determining the Adjusted Estimated Project Fair Value of the Parties Agreement the parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 : all forecast amounts of revenues and costs should be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; and 66.1.2 the total of all future payments of the full Unitary Service Payments (without Penalty Deductions) forecast to be made from the Termination Date to the Expiry Date shall be calculated and discounted at the Discount Rate; the total of all costs reasonably forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Discount Rate and deducted from the payment calculated pursuant to paragraph 4.3.2 above, such costs to include (without double counting): a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case; the costs of providing the Services reasonably forecast to be incurred by the Authority from the Termination Date to the Expiry Date in providing the Project Operations to the standard required; and any rectification costs required to deliver the Project Operations to the standard required (including any costs reasonably forecast to be incurred by the Authority to complete the Works) and additional operating costs required to restore operating services standards less (to the extent that such sums are included in any calculation of rectification costs for the purposes of this paragraph) the aggregate of: any insurance proceeds received (or held in the Insurance Proceeds Account) or which will be received pursuant to policies maintained in accordance with Clause 53 (Insurance): and amounts payable by the Authority in respect of Capital Expenditure under this Agreement which have not been paid, in each case such costs to be forecast at a level that will deliver the Termination Date Discount Rate. 66.2 Services to the standards required by this Agreement. If the Parties parties cannot agree on the Adjusted Estimated Project Fair Value of the Agreement on or before the date falling thirty twenty (3020) days Business Days after the date on which the Termination Calculation Expert has determined such value, Authority elected or was required pursuant to paragraph 2 (Retendering Election) or paragraph 3 (Retendering Procedure) to follow the no retendering procedure in accordance with this clause 66 paragraph 4 (No Retendering Procedure), then the Adjusted Estimated Project Fair Value of the Agreement shall be determined in accordance with clause 77 Clause 56 (Dispute Resolution). 66.3 . The Municipality shall pay to the Private Party an amount equal to the greater Adjusted Estimated Fair Value of the Adjusted Debt and the Adjusted Estimated Project Value on the date falling thirty (30) days after the date on which the Adjusted Estimated Project Value has been agreed or determined Agreement shall be paid in accordance with Section 5 (General) of this clause 66 Schedule Part 17 (No Retendering ProcedureCompensation on Termination). 66.4 The discharge by the Municipality of its obligation in clause (e) shall be in full and final settlement of all the Private Party’s claims and rights against the Municipality for breaches and/or termination of this PPP Agreement or any Project Documents whether in contract, delict, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project Value.

NO RETENDERING PROCEDURE. If either Subject to paragraph 4.2, if the Municipality is not entitled to retender pursuant to clause 59 (Termination on Private Party Default) or the Municipality elects to require an expert determination by the Termination Calculation Expert in accordance with provisions of this clause 66 paragraph 4 (No Retendering Procedure) apply Project Co shall not be entitled to receive any Post Termination Service Amount. If the Authority elects to follow the no retendering procedure in accordance with this paragraph 4 (No Retendering Procedure) after it has elected to follow the procedure under paragraph 3 (Retendering Procedure), then the following procedure Authority shall apply: 66.1 continue to pay to Project Co each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 3 (Retendering Procedure). In agreeing or determining the Adjusted Estimated Project Fair Value of the Parties Agreement the parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 : all forecast amounts of revenues and costs should be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP Agreement; and 66.1.2 the total of all future payments of the full Unitary Service Payments (without Penalty Deductions) forecast to be made from the Termination Date to the Expiry Date shall be calculated and discounted at the Discount Rate; the total of all costs reasonably forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Discount Rate and deducted from the payment calculated pursuant to paragraph 4.3.2 above, such costs to include (without double counting): a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case; the costs of providing the Services reasonably forecast to be incurred by the Authority from the Termination Date to the Expiry Date in providing the Project Operations to the standard required; and any rectification costs required to deliver the Project Operations to the standard required (including any costs reasonably forecast to be incurred by the Authority to complete the Works) and additional operating costs required to restore operating services standards less (to the extent that such sums are included in any calculation of rectification costs for the purposes of this paragraph) the aggregate of: any insurance proceeds received (or held in the Insurance Proceeds Account) or which will be received pursuant to policies maintained in accordance with Clause 53 (Insurance): and amounts payable by the Authority in respect of Capital Expenditure under this Agreement which have not been paid, in each case such costs to be forecast at a level that will deliver the Services to the standards required by this Agreement; the Net Present Value at the Termination Date Discount Rate. 66.2 of all future Surplus Payments forecast in the Financial Model shall be calculated and deducted from the payment calculation pursuant to paragraph 4.3.2 above. If the Parties parties cannot agree on the Adjusted Estimated Project Fair Value of the Agreement on or before the date falling thirty twenty (3020) days Business Days after the date on which the Termination Calculation Expert has determined such value, Authority elected or was required pursuant to paragraph 2 (Retendering Election) or paragraph 3 (Retendering Procedure) to follow the no retendering procedure in accordance with this clause 66 paragraph 4 (No Retendering Procedure), then the Adjusted Estimated Project Fair Value of the Agreement shall be determined in accordance with clause 77 Clause 56 (Dispute Resolution). 66.3 . The Municipality Adjusted Estimated Fair Value of the Agreement shall pay be paid in accordance with Section 5 (General) of this Schedule Part 17 (Compensation on Termination). In the event that the Adjusted Estimated Fair Value of the Agreement exceeds the Maximum Termination Amount, the Adjusted Estimated Fair Value of the Agreement shall be deemed to the Private Party be an amount equal to the greater of the Adjusted Debt and the Adjusted Estimated Project Value on the date falling thirty (30) days after the date on which the Adjusted Estimated Project Value has been agreed or determined in accordance with this clause 66 (No Retendering Procedure)Maximum Termination Amount. 66.4 The discharge by the Municipality of its obligation in clause (e) shall be in full and final settlement of all the Private Party’s claims and rights against the Municipality for breaches and/or termination of this PPP Agreement or any Project Documents whether in contract, delict, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Project Value.

NO RETENDERING PROCEDURE. If either the Municipality Authority is not entitled to retender pursuant to clause 59 (Termination on Private Party Default) the provision of the Project under paragraph 1 or paragraph 2.10.2 applies, or the Municipality Authority elects to require an expert determination by the Termination Calculation Expert in accordance with this clause 66 (No Retendering Procedure) paragraph 3, then the following procedure shall apply: 66.1 : Subject to paragraph 3.2 below, the Contractor shall not be entitled to receive any Post Termination Service Amount. If the Authority elects to require an expert determination in accordance with this paragraph 3 after it has elected to follow the procedure under paragraph 2, then the Authority shall continue to pay to the Contractor each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 2.7. In agreeing or determining the Adjusted Estimated Project Fair Value of the Contract, the Parties shall procure that the Termination Calculation Expert will be obliged to follow the principles set out below: 66.1.1 : all forecast amounts should (including Third Party Income) shall be calculated in nominal terms at current prices, recognising the adjustment for CPI indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this PPP AgreementContract; and 66.1.2 the total of all future payments of the full Unitary Payments Charge (without Penalty Deductionsdeductions) and Third Party Income forecast to be made shall be calculated and discounted to the Termination Date at the Termination Date Discount Rate. 66.2 If the Parties cannot agree on the Adjusted Estimated Project Value on or before the date falling thirty (30) days after the date on which the Termination Calculation Expert has determined such value, in accordance with this clause 66 (No Retendering Procedure), then the Estimated Project Value Rate save that Third Party Income forecast shall be determined in accordance with clause 77 no higher than the lower of (Dispute Resolution). 66.3 The Municipality shall pay to i) the Private average Third Party an amount equal to the greater of the Adjusted Debt and the Adjusted Estimated Project Value on the date falling thirty (30) days after the date on which the Adjusted Estimated Project Value has been agreed or determined in accordance with this clause 66 (No Retendering Procedure). 66.4 The discharge Income received by the Municipality of its obligation Contractor on a monthly basis in clause the twenty four (e24) shall be in full and final settlement of all the Private Party’s claims and rights against the Municipality for breaches and/or termination of this PPP Agreement or any Project Documents whether in contract, delict, restitution or otherwise save for any liability that arose months immediately prior to the Termination Date and (but not ii) the amount relating to Third Party income set out in the original Base Case; the total of all costs forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Termination Date Discount Rate and deducted from the termination itselfpayment calculated pursuant to paragraph 3.3.2, such costs to include (without double counting): a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case; the costs forecast to be incurred by the Authority in providing the Services to the standards required (including, where necessary and without limitation, landfill costs, pre and post treatment and other disposal costs); all costs (and depreciation and other charges) that has not been taken into account in determining projected to be required to generate such Third Party Income forecast; and any rectification costs required to deliver the Adjusted Estimated Project Value.to the standard required (including any costs forecast to be incurred by the Authority to complete construction or development work and additional operating costs required to restore operating services standards);