32.2 Subject to Clause 32.4.3(e) and Clause 32.4.3(f) and on the occurrence of any Relevant Change in Law, the parties shall be entitled to seek adjustments to the Annual Service Payments to compensate for any increase or decrease (as the case may be) in the net cost to Project Co of performing the Project Operations. Such adjustments (if any) will be calculated in accordance with and subject to Clause 32.4.
32.3 Relevant Change in Law means any of the following:
32.3.1 the occurrence of any Discriminatory Change in Law having an impact on the cost of performance of the Project Operations;
32.3.2 the occurrence of any Specific Change in Law having an impact on the cost of performance of the Project Operations; or
32.3.3 the occurrence, after the relevant date, of any Change in Law which requires any work of alteration, addition, demolition or extension or variation in the quality or function of the Facilities which is not Maintenance Work or work which Project Co would otherwise be required to undertake to comply with its obligations under this Agreement. For the purposes of this Clause 32.3.3, the relevant date shall [in respect of a Phase] be the later to occur of the Completion Date [Phase Completion Date] and the Actual Completion Date [Phase Actual Completion Date], save where the Actual Completion Date [Phase Actual Completion Date] is delayed by a Compensation Event, a Delay Event referred to in Clause 29.3.1 or by a Delay Event referred to in Clause 29.3.7, in which case the relevant date shall be the later to occur of the Completion Date [Phase Completion Date] and the date on which the Works [relating to the relevant Phase] would have been completed in accordance with this Agreement had the relevant Compensation Event or Delay Event not occurred,
provided that:
(a) such Change in Law was not reasonably foreseeable at the date of this Agreement by an experienced contractor performing operations similar to the relevant the Project Operations, on the basis of draft bills published in Government green or white papers or other Government departmental consultation papers, bills, draft statutory instruments or draft instruments or proposals published in the Official Journal of the European Union, in each case published:
(i) prior to the date of this Agreement; and
(ii) in substantially the same form or having substantially the same effect as the Relevant Change in Law; and
(b) a Change in Law relating to the application for, coming into effect, terms, implementation, repeal, revocation or otherwise of any Planning Permission shall not constitute a Relevant Change in Law.
32.4 On the occurrence of a Relevant Change in Law:
32.4.1 either party may give notice to the other of the occurrence of the Relevant Change in Law;
32.4.2 the parties shall meet within [ ] Business Days of the notice referred to in Clause 32.4.1 to consult and seek to agree the effect of the Relevant Change in Law. If the parties, within [ ] Business Days of this meeting, have not agreed the occurrence or the effect of the Relevant Change in Law, either party may refer the question of whether a Relevant Change in Law has occurred or the effect of any Relevant Change in Law for resolution in accordance with Schedule Part 20 (Dispute Resolution Procedure); and
32.4.3 within [ ] Business Days of the agreement or determination referred to in Clause 32.4.2 above, the Authority's Representative shall issue an Authority Change Notice and the relevant provisions of Schedule Part 16 (Change Protocol) shall apply except that:
(a) Project Co may give notice to the Authority's Representative that it objects to such an Authority Change Notice only on the grounds that the implementation of the Change would not give effect to or comply with the Relevant Change in Law;
(b) the Authority shall (i) agree the implementation of the Low Value Change, or (ii) confirm the estimate for the Medium Value Change, or (iii) approve the High Value Change Stage 2 Submission, (as appropriate) in respect of the Change in accordance with the relevant provisions of Schedule Part 16 (Change Protocol);
(c) the provisions of Clause 11 (Consents and Planning Approval) shall apply;
(d) the Authority shall not be entitled to withdraw any Authority Change Notice or its agreement as to the implementation of the Low Value Change, confirmation of an estimate for the Medium Value Change or approval of a High Value Change Stage 2 Submission (as appropriate), issued in accordance with this Clause 32.4;
(e) Project Co shall, without prejudice to its general obligation to comply with the terms of this Agreement:
(i) use all reasonable endeavours to mitigate the adverse effects of any Relevant Change in Law and take all reasonable steps to minimise any increase in costs arising from such Relevant Change in Law; and
(ii) use all reasonable endeavours to take advantage of any positive or beneficial effects of any Relevant Change in Law and take all reasonable steps to maximise any reduction in costs arising from such Relevant Change in Law; and
(f) any compensation payable, or reduction to the Annual Service Payments, shall be calculated in accordance with the relevant provisions of Schedule Part 16 (Change Protocol) provided that:
(i) the amount of any compensation payable; or
(ii) the amount by which the Annual Service Payment is to be reduced,
shall not take into account any amounts incurred or to be incurred as a result of Project Co's failure to comply with Clause 32.4.3(e) above.