5.  AGREEMENT OF CONTRACTOR STAGE 2 RESPONSE

5.1.  As soon as practicable and in any event not more than [twenty (20)] Business Days after the Authority receives the Contractor Stage 2 Response, the parties shall discuss and endeavour to agree the issues set out in the Contractor Stage 2 Response.  The Authority may require (and the Contractor shall provide) further information it reasonably requires to enable the Authority to evaluate the Contractor Stage 2 Response and, in particular, decide whether the Contractor Stage 2 Response meets the Approval Criteria.  In particular, the Contractor shall:

(a)  provide evidence that the Contractor has used reasonable endeavours (including, where practicable (and without prejudice to the provisions of paragraph 5.4 of this Part 4 of this Change Protocol), the use of competitive quotes) to oblige sub-contractors and suppliers to minimise any increase in costs and maximise any reduction in costs;

(b)  demonstrate how any Capital Expenditure to be incurred or avoided is being measured in a cost effective manner, including showing that when such expenditure is incurred, foreseeable Changes in Law at that time would be taken into account by the Contractor; and

(c)  demonstrate that any expenditure that has been avoided, which was anticipated to be incurred that has been affected by the High Value Change, has been taken into account in the Change in Project Costs,

and the Contractor shall reply promptly and fully to all requests by the Authority for further information.

5.2.  The Authority may modify the Authority Change Notice (which modification shall be in writing).  The Contractor shall, as soon as practicable and in any event not more than ten (10) Business Days or such other period as the parties may agree after receipt of such modification, notify the Authority that:

(a)  either any such modification is sufficiently material as to amount to a new Authority Change Notice (and demonstrate why this is the case) or otherwise

(b)  of any consequential changes to the Contractor Stage 2 Response (which shall be deemed accordingly amended).

5.3.  If acting reasonably, the Authority is of the view that any material aspect of the Stage 2 Response fails to meet the Approval Criteria [and/or otherwise fails to satisfy any material requirement of this Change Protocol] the Authority shall notify the Contractor of the same and shall specify in writing and explain to the Contractor in what respects the Contractor Stage 2 Response does not meet the Approval Criteria [and/or fails to comply with any material requirement of this Change Protocol].  The Contractor shall, within twenty (20) Business Days (or such other period as is agreed by the parties) of such notification, revise and re-submit the Contractor Stage 2 Response.

5.4.  If the revised Contractor Stage 2 Response does not address the shortcomings notified by the Authority pursuant to paragraph 5.3 and the Authority is of the view, acting reasonably, that revised Contractor Stage 2 Response does not satisfy the Approval Criteria [or any other material requirement of this Change Protocol] then paragraph 6.1(c) of this Part 4 of this Change Protocol shall apply.

5.5.  If the parties cannot agree on the contents of the Contractor Stage 2 Response, then either party may refer the dispute to the Dispute Resolution Procedure, provided that no determination shall oblige the Authority to issue a Stage 2 Confirmation in respect of the disputed High Value Change.