1 If Project Co wishes to introduce a Project Co Change, it shall serve a notice containing the information required pursuant to paragraph 2 of this Section 5 (Project Co Changes) (a "Project Co Notice of Change") on the Authority.
2 A Project Co Notice of Change shall:
2.1 set out the proposed Project Co Change in sufficient detail to enable the Authority to evaluate it in full;
2.2 specify Project Co's reasons for proposing Project Co Change;
2.3 indicate any implications of Project Co Change;
2.4 indicate what savings, if any, will be generated by Project Co Change, including:
2.4.1 whether a reduction of the Annual Service Payment is; or
2.4.2 whether such savings will be paid to the Authority in a lump sum,
in each case giving details in accordance with paragraph 8 of this Section 5 (Project Co Changes);
2.5 indicate whether there are any critical dates by which a decision by the Authority is required; and
2.6 request the Authority to consult with Project Co with a view to deciding whether to agree to Project Co Change and, if so, what consequential changes the Authority requires as a result.
3 The Authority shall evaluate Project Co Notice of Change in good faith, taking into account all relevant issues, including whether:
3.1 a revision of the Annual Service Payment will occur;
3.2 the Project Co Change may affect the quality of the Services and/or the Works or the likelihood of successful completion of the Works and/or delivery of the Services (or any of them);
3.3 the Project Co Change will interfere with the relationship of the Authority with third parties;
3.4 the financial strength of Project Co is sufficient to perform the Works and/or Services after implementation of Project Co Change;
3.5 the value and/or life expectancy of any of the Facilities will be reduced; or
3.6 the Project Co Change materially affects the risks or costs to which the Authority is exposed.
4 As soon as practicable after receiving Project Co Notice of Change, the parties shall meet and discuss the matters referred to in it, including in the case of a Relevant Change in Law those matters referred to in Clause 32.4 of this Agreement. During discussions the Authority may propose modifications to, or accept or reject, Project Co Notice of Change.
5 If the Authority accepts Project Co Notice of Change (with or without modification) the parties shall consult and agree the remaining details as soon as practicable and upon agreement the Authority shall issue a notice confirming Project Co Change which shall set out the agreed Project Co Change and:
5.1 shall enter into any documents to amend this Agreement or any relevant Ancillary Document which are necessary to give effect to Project Co Change;
5.2 subject to paragraph 7 of this Section 5 (Project Co Changes), the Annual Service Payment shall be revised in accordance with Section 6 (Changing the Financial Model) of this Schedule Part 16 (Change Protocol); and
5.3 Project Co Change shall be implemented within the period specified by the Authority in its notice of acceptance.
6 If the Authority rejects Project Co Notice of Change, it shall not be obliged to give its reasons for such a rejection and Project Co shall not be entitled to reimbursement by the Authority of any of its costs involved in the preparation of Project Co Notice of Change.
7 Unless the Authority's written acceptance expressly agrees to an increase in the Annual Service Payment or that Project Co should be entitled to relief from any of its obligations, there shall be no increase in the Annual Service Payment or relief granted from any obligations as a result of a Project Co Change.
8 If a Project Co Change causes, or will cause, Project Co's costs or those of a sub-contractor to decrease, there shall be a decrease in the Annual Service Payment such that any cost savings (following deduction of costs reasonably incurred by Project Co in implementing such Project Co Change) will be shared on the basis of fifty per cent (50%) of the saving being retained by Project Co and fifty per cent (50%) of the saving being paid to the Authority as a lump sum within ten (10) Business Days of agreement or determination or by way of revision of the Annual Service Payment pursuant to Section 6 (Changing the Financial Model) of this Schedule Part 16 (Change Protocol).