2.  CONTRACTOR RESPONSE

2.1.  Subject to paragraph 2 (Limits on Changes) of Part 1 (General Provisions) of this Change Protocol, within the period specified in the Authority Change Notice (or a further 10 days if the Contractor requests the same because Senior Lender due diligence is required or such other period as the parties may agree ), the Contractor shall provide the Authority with a Contractor Response which shall include (where applicable) the following information:

(a)  a detailed programme for the design, Authority review of the design, construction and/or installation of the Medium Value Change (including the procuring of any Consents);

(b)  a detailed programme for commissioning and implementing any change in, or addition to the Services, including the provision and/or training of any staff;

(c)  the proposed method of certification of any construction or operational aspects of the Medium Value Change if not covered by the procedures set out in this Contract.

(d)  the proposed consultants, sub-contractors and suppliers the Contractor intends to appoint to process the Medium Value Change;

(e)  details of any impact of the Medium Value Change on the carrying out of the Works or the provision of the Services and in particular, details of any relief from compliance with any obligations of this Contract required during the implementation of the Medium Value Change;

(f)  any Estimated Change in Project Costs that result from the Medium Value Change, taking into account any Capital Expenditure that is required or no longer required as a result of the Medium Value Change;

(g)  where the Authority has specified in the Authority Change Notice that the Contractor shall raise finance for the Authority Change, the steps the Contractor has or will take to secure such finance;

(h)  any Third Party Costs (approved in accordance with paragraph 1.2 (i) of Part 3 (Medium Value Changes)) and the details of the third-party activity that will be incurred in providing the Contractor Response including (where applicable pursuant to paragraph 6 (Due Diligence) of Part 1 (General Provisions)) of this Change Protocol the anticipated cost of the Senior Lender carrying out due diligence (which shall be a capped sum) together with a proposed process for approval of such costs by the Authority before they are incurred;163 and

(i)  any amendment to this Contract or any Ancillary Document or any Financing Agreement required as a result of the Medium Value Change.

(j)  In calculating the Estimated Change in Project Costs (including the Whole Life Costs) and/or Capital Expenditure the Contractor shall ensure that:

(k)  any professional fees, contingencies, overheads and/or profit margins charged by any consultant, sub-contractor or supplier in respect of construction and/or installation and/or lifecycle and/or service provision shall be the equivalent rates set out in Part 3 of Appendix 2 of this Change Protocol.  If the Contractor can demonstrate to the reasonable satisfaction of the Authority that the fees, overheads and profit margins being charged by consultants, sub-contractors and/or suppliers in current market conditions have changed significantly from those set out in Part 3 of Appendix 2 of this Change Protocol, then the Authority shall agree to amend the rates set out in Part [3] of Appendix 2 of this Change Protocol to reflect current market rates;

(l)  the value of any Medium Value Change other than in respect of those matters in 3.2(a) above shall be calculated by reference fair, reasonable and comparable market rates.

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163  Authority may wish to ask for a cap on the estimate or a fixed price.  Note paragraph 5 of Part 1.