DATED
20__
Director-General of the Ministry of Transport and [Insert name of Operator]
DEED OF VARIATION AND TERMINATION
RURAL AND REGIONAL BUS SERVICE CONTRACT
1
This DEED is made on ………..……………………20... Between: Director-General of the Ministry of Transport under the Passenger Transport Act 1990 (NSW) on behalf of the Crown in the right of the State of New South Wales (Director-General) and The Operator identified in Schedule 1 (Operator).
1.
A
Background
The Operator and the Director-General are parties to the Rural & Regional Bus Service Contract „A‟ described in Item 2 of the Schedule (“Contract ”). The Operator has been assigned the Contract and/or Services described in Item 3 of the Schedule. The Operator and the Director-General now wish to vary the Contract to incorporate the assigned bus services into the Contract and, where appropriate, terminate the assigned contract.
B.
C.
Operative Provisions
2.
2.1
Definitions and Interpretation
In this Deed, unless the contrary intention appears: “Commencement Date” means the date set out in Item 4 of the Schedule. “Deed” means this deed which includes the Schedule which is incorporated into this Deed. “Neighbouring Services” has the same meaning given in the Rural and Regional Bus System Contract Standard Terms and Conditions. “Services“ means the bus services assigned to the Operator and set out in Item 3 of the Schedule and includes bus services assigned due to a part assignment under cl 10.1 of the Contract and assigned Neighbouring Services. “Terminated Contract” means the contract assigned to the Operator which encompass all or part of the Services and which is terminated by cl 4 of the Deed.
2.2
In this Deed, „assigned‟ and „assignment‟ includes „novated‟ and „novation‟ as the context requires.
TPT171.00247 D2004/037232
2
2.3
Any word or phrase used in this Deed which is defined in the Contract shall, unless otherwise specified in this Deed, be given the meaning as defined in the Contract.
3.
3.1
Variation
The Operator and the Director-General agree to vary the Contract by inserting into Schedule 5 of the Contract the Services assigned to the Operator as set out in Item 3 of the Schedule. This variation will be effective from the Commencement Date.
3.2
4.
4.1
Termination
Where the Operator has been assigned all rights and obligations under a contract and this contract provides for, in full or in part, the Services set out in Item 3 of the Schedule, the Operator and the Director-General agree that the contract is to be terminated. This termination will be effective from the Commencement Date. No compensation or any other claim may arise from termination of the Terminated Contract effected by this clause.
4.2 4.3
5.
Miscellaneous
Governing Law and Jurisdiction
5.1
This Deed is governed by the law in force in New South Wales and the courts of New South Wales shall have non-exclusive jurisdiction to decide matters arising between the parties in connection with the Deed. Counterparts
5.2
This Deed may be executed by counterparts by the respective parties, which together will constitute one Deed. Legal Advice and Costs
5.3
Each party will bear its own costs incurred in relation to this Deed. Replacement of Schedule 5
5.4
For ease of reference, the Director-General will provide to the Operator a new version of Schedule 5 of the Contract which incorporates the Services into the existing bus services specified in that schedule.
3
EXECUTED AS A DEED By the delegate of the Director-General of the Ministry of Transport for and on behalf of the Crown for and on behalf of the Crown in the right of New South Wales but not so as to incur any personal liability in the presence of .…………………………………………….……
(Signature of Witness)
) ) ) ) .……………………………………
(Signature of delegate) ..................................................................................... (insert name of delegate in block letters)
…………………………………………………..
(insert name of witness in block letters)
EXECUTED AS A DEED By [insert name of Corporation] pursuant to section 127 of the Corporations Act ) 2001 (Cth) by: ) ) ) .…………………………………………….……
(Signature of Director)
.……………………………………
(Signature of company secretary) ..................................................................................... (insert name of Company Secretary in block letters)
…………………………………………………..
(insert name of Director in block letters)
[ALTERNATE – Where Assignee and/or Assignor is a natural person:]
Signed Sealed and Delivered by
..……………………………….……
(insert name of Assignee as per Agreement Details)
at ……..…………………………..…………….
(insert name of City/ Town)
in the State of …………………………………..
(insert name of State / Territory)
in the presence of……………………………….
(insert name of witness not a party to this Agreement)
) ) ) ) ) ) ) ) ) ………….………………………… ) (signature of Consultant) ) ) ) ………….………………………… ) (signature of witness) )
4
SCHEDULE Item 1: Operator: Name: Address:
ABN:
Item 2: Contract Item 3: Assigned Contract/ Services: Item 4: Commencement Date:
Contract No:
Contract No: Description of the Contract and/or Services assigned to the Operator including Neighbouring Services:
[Insert the date from which the variation/termination is to take effect]