更新说明 1 - 提前终止的补偿

EVIF Programme–SFT Template Concession ContractUpdate Note 1-Compensation on Early Termination–08April 2025 Background SFT’s draft template Concession Contract (Draft-Concession Contract-Front End-v3)setsout three events which could triggerearlytermination of theconcessioncontract: 1.Authority Default2.Concessionaire Material Default3.Force Majeure Thisupdatenoteprovides guidanceonapproachesprocuringauthorities could adopttodeterminean equitablelevel of compensation that should be paidbyeithertheAuthorityto theConcessionaireor the Concessionaire to the Authorityin the event ofearly termination. This notedealssolelywith thematter of how to estimate an equitable level ofcompensation on early termination.In such circumstances,Authorities will also havetoconsiderotherconsequences of termination, includingrequirementsrelating to thetransfer of charge points and theimplementation of the ExitManagementPlan to ensurea smooth transition between operators. Theguidance isnotintended to belegal draftingandis not asubstitutefor independent,specialist advice. Usersof this guidancemust take appropriate legal, financial and/ortechnical advice before using thisnoteand SFT’s drafttemplate Concession Contract.Neither SFT nor its advisers acceptanyliability for losses arising fromor in connectionwiththe use of, or any reliance placed upon,this documentand/or the templateConcession Contractby other parties. Unless otherwise stated,clause references anddefined terms used in this note reflectthose contained in the draft template concession contract. Thekey principlein relationto the amount of compensation that should be payable ineachterminationscenarioisthat the defaulting party should beleftno better offas aresult of the terminationand the non-defaulting partyshould be able torecoverfrom thedefaulting partyits reasonably and properly incurred additional direct costs resultingfrom the early termination. It is important to note that project specific factorswill influence the approach. Forexample, thedetailed drafting on compensationpayable in eachterminationscenarioshould beproportionate to the overall value of the contractand therelative proportionof public and private capitalused to finance the Installation Works. To provide feedback on theUpdateNote please contactAlastair Young(alastair.young@scottishfuturestrust.org.uk).Following feedback,SFT will prepare anupdated version of itsdraft template concession contract. SFT isavailableto discussthis andalternative approaches with authorities and theiradvisers in the pre-procurement period. 1.0Termination on Authority Default(clause 37.2) The intentionisthat theConcessionaire should beleftnobetter orworse offas a resultofanearly termination due to anAuthority DefaultoranAuthorityvoluntarytermination1. In the event ofearlytermination due to anAuthority DefaultoranAuthorityvoluntarytermination,theterminationsum due to the Concessionaireshall be an amount equalto the aggregate of(without double counting): •an independent expert assessment of the present value of forecast pre-taxnominal net operatingcashflowsof the remaining term of the ConcessionContractfollowing the termination date based on reasonable income andexpenditure projections as well an appropriate nominal discount ratereflectingthe remaining risks associated with the project2(with this amount not being lessthan zero);•the cost of materials or goods properlyrequiredfor the Installation Workswhichhave been orderedbut not yet installedandfor which theConcessionairehaspaidforor is legally bound to pay, and on such payment in full by the Authoritysuch materials or goods shall become the property of the Authority;•redundancy payments for employees of theConcessionairethat have been orwill be reasonably incurred as a direct result ofthetermination;•any Sub-Contractor Breakage Costs;•the reasonable and proper costs demonstrably incurred by theConcessionairein:osupporting the migration of thecharge pointstransferred to the Authorityon termination to a newback-office; andowinding up sites or offices which were used solely to deliver theproject. The Authority mayset offfrom this termination sum any amounts that were properly dueto the Authority prior to thedateof termination but which have not yet been paid by theConcessionaire. To assist in the assessment ofthe net operating cashflowof the remainingterm of theConcession Contract,authorities should consider thescope of financial reportingrequiredinSchedule Part 15 ofthe Concession Contract, such asarequirement for anannual profit and loss, cashflow and balance sheetstatementfor the project. 2.0Termination on Concessionaire Default(clause 37.1) The intentionisthat the Authority should beleftno better or worse offas a resultofanearly termination due tothe occurrence ofan event of default by the Concessionaire(i.e., aMaterial Default3). Careful consideration will be required as to what events trigger aMaterialDefaultinordertoavoid ‘hair trigger’ events of default and/