"Adjustment Date"

means the date on which the adjustment to the Annual Service Payments takes effect in accordance with the provisions of this Agreement, or such other date as is agreed between the parties;

"Affordable"

means within the revenue resource parameters determined by the Authority and notified in writing by it to Project Co as available for a proposed High Value Change;

"Approval Criteria"

has the meaning given in paragraph 7 (Approval Criteria) of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Approved Criteria"

has the meaning given in paragraph 8.2.1 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Assumption Adjustment"

means an adjustment to any of the assumptions contained in the Financial Model;

"Authority Change"

means, as the case may be, a Low Value Change, a Medium Value Change or a High Value Change;

"Authority Change Notice"

means a notice issued in accordance with this Schedule Part 16 (Change Protocol) requiring an Authority Change;

"Calculation Date"

means the relevant date for the purposes of calculating the Incurred Change Management Fee in accordance with Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol); 

"Capital Cost"

means in relation to any High Value Change the cost of carrying out the design, construction and commissioning of any construction works required to implement that High Value Change; 

"Catalogue of Small Works and Services" and "Catalogue"

means the list of prices and time periods for types of Low Value Changes set out in Appendix 1 Part 1 (Catalogue) to this Schedule Part 16 (Change Protocol), as amended from time to time in accordance with paragraph 3 (Project Co Response and Authority Confirmation) of Section 2 (Low Value Changes) of this Schedule Part 16 (Change Protocol);

"Catalogue Price"

means the total cost (excluding VAT) of carrying out a Low Value Change as set out in the Catalogue;

"Catalogue Review Date"

means each third anniversary of the Commencement Date; 

"Change"

means a change in the Works, the Facilities and/or Services or additional works and/or services or a change in the Authority's Policies that may be made under Clause 33 (Change Protocol) or this Schedule Part 16 (Change Protocol);

"Change in Costs"

means in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated costs, losses or liabilities of Project Co and/or the Contractor and/or any Service Provider (without double counting), including, as relevant, the following:

(a)  the reasonable costs of complying with the requirements of Clauses 24.9, 29 (Delay Events), 32  (Changes in Law) and/or Sections 2 (Low Value Changes) to 4 (High Value Changes) of this Schedule Part 16 (Change Protocol), including the reasonable costs of preparation of design and estimates;

(b)  the costs of continued employment of, or making redundant, staff who are no longer required;

(c)  the costs of employing additional staff;

(d)  reasonable professional fees;

(e)  the costs to Project Co of financing any Relevant Event (and the consequences thereof) including commitment fees and capital costs interest and hedging costs, lost interest on any of Project Co's own capital employed and any finance required pending receipt of a lump sum payment or adjustments to the Annual Service Payment;

(f)  the effects of costs on implementation of any insurance reinstatement in accordance with this Agreement, including any adverse effect on the insurance proceeds payable to Project Co (whether arising from physical damage insurance or business interruption insurance (or their equivalent)) in respect of that insurance reinstatement and any extension of the period of implementation of the insurance reinstatement;

(g)  operating costs, or lifecycle maintenance or replacement costs;

(h)  Capital Expenditure (or, in the case of a Relevant Event which is a Relevant Change in Law, Capital Expenditure for which the Authority is responsible);

(i)  the costs required to ensure continued compliance with the Funding Agreements;

(j)  any deductible or increase in the level of deductible, or any increase in premium under or in respect of any insurance policy; and 

(k)  Direct Losses or Indirect Losses, including reasonable legal expenses on an indemnity basis;

["Change in Revenue"

means, in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated income of Project Co and/or any Service Provider from [Third Party Use] or other income committed from third parties (without double counting);]

"Change Management Fee"

means the fee calculated in accordance with paragraph 10 (Information and notifications by the Authority to Project Co and cooperation of the Authority) of Section 4 (High Value Changes);

"Cost"

where used in the definitions of High Value Change and Low Value Change means the immediate cost that will be incurred by Project Co to implement the relevant Change, disregarding any Whole Life Costs;

["Derogated Low Value Change"

means:

(a)  [list specific types of Changes to be allowed] and

(b)  any other Low Value Change that:

(i)  consists of minor works;

(ii)  only affects the interior of the Facilities;

(iii)  does not affect any of the mechanical and electrical equipment of the Facilities;

(iv)  does not involve any interference with the service media in the Facilities;

(v)  will not conflict with any Programmed Maintenance; and

(vi)  will not prejudice any of the Operational Insurances;]

["Derogated Low Value Change Notice"

means a notice given by the Authority in accordance with paragraph 1.2 of Section 2 (Low Value Changes) of this Schedule Part 16 (Change Protocol);]

"Estimate"

has the meaning given in paragraph 3 of Section 3 (Medium Value Changes) of this Schedule Part 16 (Change Protocol);

"Estimated Change in Project Costs"

means, in respect of any Relevant Event, the aggregate of any Change in Costs and/or (without double counting) Change in Revenue (as relevant);

"High Value Change"

means:

(a)  a Change requested by the Authority that, in the reasonable opinion of the Authority, is likely either to Cost in excess of [one hundred thousand pounds (£100,000)] (index linked) or to require an adjustment to the Annual Service Payment that on a full year basis is 2% or more of the Annual Service Payment in the relevant Contract Year provided that the parties may agree that such a Change should instead be processed as a Medium Value Change; or

(b)  any other Change that the parties agree is to be treated as a High Value Change;

"High Value Change Proposal"

means a proposal satisfying the requirements of paragraph 3.4 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"High Value Change Requirements"

has the meaning given in paragraph 2.1.3 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"High Value Change Stage 2 Submission"

has the meaning given in paragraph 4.1.1 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Incurred Change Management Fee"

means the amounts actually incurred or payable by or on behalf of Project Co up to the Calculation Date in respect of matters identified by Project Co pursuant to paragraphs 3.4.3 and/or 4.3.7 of Section 4 (High Value Changes) of this Schedule as falling within the Change Management Fee (and not already reimbursed by the Authority); 

"Input Adjustment"

means any adjustment to the Financial Model other than Assumption Adjustment and Logic Adjustments;

"Key Ratios"

means the following ratios:

(a)  the [Loan Life Cover Ratio] (as defined in the Senior Funding Agreements);

(b)  the [Annual Debt Service Cover Ratio] (as defined in the Senior Funding Agreements);

(c)  the [Project IRR]; and

(d)  the [Subordinated Debt Rate];

"Logic Adjustment"

means an adjustment to the logic or formulae contained in the Financial Model; 

"Low Value Change"

means a Change which is either:

(a)  of a type listed in the Catalogue of Small Works and Services; or

(b)  is not so listed, but has an individual Cost not exceeding [five thousand pounds (£5,000)] (index linked), or as otherwise agreed from time to time, except for any request that would (if implemented) increase the likelihood of Project Co failing to meet the Authority's Construction Requirements and/or the Service Level Specification or materially and adversely affect Project Co's ability to perform its obligations under this Agreement;

"Medium Value Change"

means a Change requested by the Authority which is not a Low Value Change or a High Value Change;

"Post-Adjustment Financial Model"

means the Financial Model in effect immediately following the making of the relevant Adjustments; 

"Pre-Adjustment Financial Model"

means the Financial Model in effect immediately prior to the making of the relevant Adjustments;

"Project Co Change"

means a Change that is initiated by Project Co by submitting a Project Co Notice of Change to the Authority pursuant to Section 5 (Project Co Changes) of this Schedule Part 16 (Change Protocol); 

"Project Co Notice of Change"

has the meaning given in paragraph 1 of Section 5 (Project Co Changes) of this Schedule Part 16 (Change Protocol); 

"Relevant Event"

means an event or circumstance in which this Agreement expressly provides for an adjustment to the Annual Service Payments to be made;

"Review Procedure"

means the procedure set out in Schedule Part 8 (Review Procedure);

"Small Works and Services Rates"

means the rates to be applied in respect of any request from the Authority for a Low Value Change set out in Appendix 1 Part 2 (Small Works and Services Rates) to this Schedule Part 16 (Change Protocol), as amended from time to time in accordance with paragraph 8 of Section 2 (Low Value Changes) of this Schedule Part 16 (Change Protocol); 

"Stage 1 Approval"

has the meaning given in paragraph 3.7 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Stage 1 Approved Project"

has the meaning given in paragraph 3.7 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Stage 2 Approval"

has the meaning given in paragraph 8.2.1 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Target Cost"

has the meaning given in paragraph 2.1.2 of Section 4 (High Value Changes) of this Schedule Part 16 (Change Protocol);

"Third Party Costs"

means the costs incurred by Project Co with third parties in responding to an Authority Change Notice for a Medium Value Change or a High Value Change, including, but not limited to, the Sub-Contractors, consultants and advisers; and 

"Whole Life Cost"

means the estimated and (to the extent that such information is available) the actual cost of operating and maintaining that High Value Change over its intended design life (consistent with Project Co's Proposals).