DATED
2013
(1) THE COUNCIL OF THE CITY OF WAKEFIELD
- and (2) [
]
- and (3) SHANKS WASTE MANAGEMENT LIMITED
NOVATION AGREEMENT
relating to the
[
]
CONTENTS
1
DEFINITIONS AND INTERPRETATION
1
2
NOVATION
2
3
INDEMNITY
2
4
COUNTERPARTS
2
5
GOVERNING LAW
3
THIS NOVATION AGREEMENT is made on
2013
BETWEEN:
(1)
THE COUNCIL OF THE CITY OF WAKEFIELD of Town Hall, Wood Street, Wakefield,
West Yorkshire WF1 2HQ ("Council");
(2)
[
] a company registered in England and Wales with number [
whose registered office is at [
(3)
]
] ("Third Party Contractor"); and
SHANKS WASTE MANAGEMENT LIMITED a company registered in England and Wales
with number 02393309 whose registered office is at Dunedin House, Auckland Park, Mount
Farm, Bletchley, Milton Keynes, Buckinghamshire, MK1 1BU ("SWML")
BACKGROUND
(A)
Shanks (Wakefield) Limited ("SWL") is the provider of waste services in Wakefield pursuant to
a project agreement dated on or about the date hereof
Council.
and made between SWL and the
SWL has subcontracted the provision of such services to SWML pursuant to a
subcontract dated on or about the date hereof and made between SWL and SWML. In order to
ensure the continued provision of waste services, the Council, the Third Party Contractor and
SWML have agreed to novate the Contract to SWML.
(B)
The Council wishes to be released and discharged from the Contract and the Third Party
Contractor has agreed to release and discharge the Council from its obligations under the
Contract with effect from the Effective Date on the basis that SWML undertakes to perform the
Contract and be bound by its terms.
IT IS AGREED:
1
DEFINITIONS AND INTERPRETATION
1.1
In this agreement the following words and expressions shall (except where the context
otherwise requires) have the following meanings:
1
means the contract made between the Council and the
Contract
Third Party Contractor dated [
[
] for
] [as extended by 
]
copies of which are set out at Schedule 1 (Form of
Contract); and
Effective Date
2
means the date of this agreement.
NOVATION
2.1
Save as provided for in clause 3 (Indemnity) below, the Council and the Third Party
Contractor mutually release each other from their obligations under the Contract as
from the Effective Date.
2.2
As from the Effective Date;
2.2.1
SWML shall perform the Contract and be bound by its terms in every way as
if SWML had been a party to it in place of the Council; and
2.2.2
for the avoidance of doubt, the Third Party Contractor shall continue to
perform the Contract and be bound by its terms.
2.3
The Third Party Contractor releases the Council from all liability, claims and demands
whatsoever arising after the Effective Date in respect of the Contract and accepts the
liability of SWML under the Contract from the Effective Date.
3
INDEMNITY
3.1
The Council shall fully indemnify SWML and keep SWML fully indemnified at all
times against any loss, damage or costs suffered, sustained or incurred by SWML as a
result of any act or omission of the Council which occurred prior to the Effective Date.
3.2
Nothing in this agreement shall affect or prejudice any claim or demand whatsoever
which either the Council or the Third Party Contractor may have against each other
relating to matters arising prior to the Effective Date.
4
COUNTERPARTS
This deed may be executed in any number of counterparts each of which when executed by one
or more of the parties hereto shall constitute an original but all of which shall constitute one and
the same instrument.
2
5
GOVERNING LAW
5.1
This agreement and any disputes or claims arising out of or in connection with it or its
subject matter or its formation (including non-contractual disputes or claims) are
governed by and construed in accordance with English law.
5.2
The parties irrevocably agree that the courts of England and Wales have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
agreement or its subject matter or formation (including non-contractual disputes or
claims).
This document has been executed as a deed and is delivered and takes effect on the date stated at the
beginning of it.
THE COMMON SEAL OF
)
THE COUNCIL OF THE
)
CITY OF WAKEFIELD
)
Was affixed to this Deed
)
In the presence of:
)
…………………………………………….
Authorised Signatory
Executed
as
a
deed
by
SHANKS WASTE MANAGEMENT
LIMITED acting by its director/attorney
________________________________:
Signature of director/attorney
)
)
)
)
……………………………………………
……………………
Signature of witness
Name of witness
Address of witness
……………………………………………
………………………
……………………………………………
…………………….
3
……………………………………………
…………………….
Occupation of witness
……………………………………………
…………………….
……………………………………………
…………………….
EXECUTED AND DELIVERED
AS A DEED BY
[
]
)
)
)
Acting by the signatures of:
)
……………………………..................
Director
…………………………………………
Director/Secretary
4
SCHEDULE 1
Form of Contract
5