Agreed Abatement

means:

(a)  in the case of a Low Value Change [£20] indexed;

(b)  in the case of a Medium Value Change [£50] indexed;154 and

(c)  in the case of a High Value Change [£80] indexed;155

Alterations

means any alteration, demolition, extension or addition to a Facility in each case of a structural nature;

Approval Criteria

means the criteria against which any Contractor Stage 2 Response will be evaluated by the Authority and which will be specified by the Authority in the Authority Change Notice and which shall be based on:

(a)  compliance with the Authority's specifications for the Change;

(b)  evidencing value for money;

(c)  affordability to the Authority in terms of developing a final price within the Contractor's Stage 2 Response; and

(d)  compliance with all relevant Legislation, Guidance and Consents;

and such Approval Criteria shall be reasonable and achievable taking into account Good Industry Practice and the scope and price of the required High Value Change;

Authority Change

means:

A Change that is initiated by the Authority by submitting a Low Value Change Request or an Authority Change Notice to the Contractor;

For the purpose of this schedule 21 (Change Protocol) a Qualifying Change in Law shall also be treated as an Authority Change (subject to paragraph [             ] of Part 1 below)

Authority Change Notice

means

a written notice submitted by the Authority requiring a Medium Value Change a High Value Change or a Construction Change and setting out the information specified in the relevant paragraph of this Change Protocol or

in the case of Qualifying Changes in Law a notice issued by either party in the form specified in clause 44.1;

Authority Initial Confirmation

has the meaning given in paragraph 2.4 of Part 4 (High Value Change);

Authority Stage 1 Confirmation

has the meaning given in paragraph 3.2(a) of Part 4 (High Value Changes) of this Change Protocol;

Authority Stage 2 Confirmation

has the meaning given in paragraph 6.1(a) of Part 4 (High Value Changes) of this Change Protocol;

Benchmarking Process

means the process set out in paragraph 8 of Part 4 (High Value Changes) of this Change Protocol;

Benchmarking Report

means the report produced by the Contractor in accordance with the requirements of paragraph 8 of Part 4 (High Value Changes) (which shall, for the avoidance of doubt, include the information required by paragraph 8.2 of Part 4 (High Value Change)) of this Change Protocol;

Capital Expenditure

means any expenditure which falls to be treated as capital expenditure in accordance with generally accepted accounting principles in the [UK] from time to time;

Change

means any change, variation, extension or reduction in the Facility and/or the Services requested by the Contractor or Authority and/or deemed to be an Authority Change by virtue of an express provision of the Contract

Change Notice

means an Authority Change Notice and/or Contractor Change Notice as the context shall require;

Change in Project Costs

means a fixed and final price for carrying out the relevant Change;

Change Protocol

means the protocol for Changes as set out in this Schedule 21 (Change Protocol);

Comparable Market

means local authority [waste treatment facilities] operated under PFI or other forms of PPP Projects;

Competitive Tendering Process

means the process set out in paragraph 7 of Part 4 (High Value Changes) of the Change Protocol

Confirmation Notice

means a written notice issued by the Authority pursuant to the relevant provision of this Change Protocol (or pursuant to paragraph 4.11 of Schedule 15 (Best Value) setting out the agreed details of the Change, including the agreed cost, method of payment and the times of its implementation which shall be in the form set out in Appendix 4 to this Change Protocol;

Construction Change

means an Authority Change which affects the Works and which takes effect during the period from the date of this Contract until the [end of the defects liability period]156 under the Construction Subcontract and/or an Architectural Enhancement arising in accordance with paragraph 3.9 of Schedule 26 (Planning) in each case as shall be processed in accordance with Part 6 of this Schedule 21 (Change Protocol)  

Contractor Change

means a Change that is initiated by the Contractor by submitting a Contractor Change Notice to the Authority;

Contractor Change Notice

means a written notice submitted by the Contractor requesting a Change and setting out the information required by the relevant paragraph of this Change Protocol;

Contractor Initial Response

means the written response of the Contractor referred to in paragraph 2.1 of Part 4 (High Value Change) of this Change Protocol;

Contractor Response

means the written response of the Contractor to an Authority Change Notice which shall include the information listed in the relevant paragraph of this Change Protocol;

Contractor Stage 1 Response

shall have the meaning given in paragraph 2.1 of Part 4 (High Value Changes) of this Change Protocol;

Contractor Stage 2 Response

shall have the meaning given in paragraph 4.1 of Part 4 (High Value Changes) of this Change Protocol;

High Value Changes

means a Change which is not a Low Value Change or a Medium Value Change, and which is likely to either cost more than £[200,000] (indexed) to implement, or require an adjustment to the Unitary Charge that is greater than [2]% of the maximum [Annual Unitary Charge] (as the case may be);

Independent Technical Advisor

means a person who is independent of the Authority or any Contractor Party who has not less than [five (5)] years experience in projects operated under PFI or other forms of PPP expertise in pricing works and/or services of the type required by the relevant High Value Change and has relevant experience in the [waste treatment/management sector];

Low Value Change

means:

(a)  works (or a series of related works) of a minor nature, or the provision of plant and equipment, having a cost, not exceeding [£10,000] (indexed); or

(b)  any change or amendment (or series of related changes or amendments) (whether temporary or permanent) of the Services or any of them where the cost of each change or amendment (or series of related changes or amendments), in the reasonable opinion of the Authority, does not exceed [£10,000] (indexed) [and does not require adjustment of the Unitary Charge] and which does not affect achievement of any [Completion Date];

Low Value Change Request

means a request for a Low Value Change [in the form set out in Appendix 3 to this Change Protocol];

Low Value Change Threshold

means where the Low Value Changes in any Contract Year exceeds [             ] (indexed) in number or cost or in excess of the aggregate sum of [             ] (indexed);157

Medium Value Change

means a Change, which is not a Low Value Change, and which, in the reasonable opinion of the Authority, is likely to either cost less than £[             ] (indexed)158 to implement, or require an adjustment to the Unitary Charge that is less than [             ]% of the maximum Annual Unitary Charge in the relevant Contract Year (as the case may be);

Medium Value Change Threshold

means where the Medium Value Changes in any Contract Year exceeds [             ] in number or cost in excess of the aggregated sum of [             ] (indexed);

Original Facilities

means the Facility as at the Services Commencement Date (including any Changes incorporated into the Works);

Project Management Fee

means a fee in respect of project management services calculated in accordance with paragraph 2.5 of Part 4 (High Value Changes) of this Change Protocol;

Reference Price

means a high level price calculated by the Independent Technical Advisor which is his estimate of the cost of implementing a proposed High Value Change and which shall include and show separately the information specified in paragraph 9.3 of 4 (High Value Changes) of this Change Protocol;

Tendering Report

means a report prepared by the Contractor which shall include the information required by paragraph 7.6 of Part 4 (High Value Changes) of this Change Protocol;

Third Party Costs

means the costs incurred by a third party which shall include but not be limited to any sub-contractor, consultant or advisor (including the Operating Sub-Contractor when the Operating Sub-Contractor is an affiliate of the Contractor);

Whole Life Costs

means, in relation to any Medium Value Change or High Value Change, the estimated and (to the extent that such information is available) the actual cost of operating and maintaining such Medium Value Change or High Value Change over its intended design life (consistent with the Contractor Response);