Joint Appointment of Independent Technical Adviser

9.1.  Where this paragraph 9 applies, upon issue of an Authority Change Notice or the parties agreeing that an Authority Change Notice will shortly be issued in respect of a High Value Change the Authority and the Contractor shall jointly appoint an Independent Technical Adviser to assist in the processing of the High Value Change.  The terms of reference for the Independent Technical Adviser shall include:

(a)  developing a Reference Price; and

(b)  commenting on the Estimated Change in Project Costs and the Change in Project Costs.

9.2.  Upon appointment of the Independent Technical Adviser (or if later, upon service of the Authority Change Notice pursuant to paragraph 1.2), the Authority and the Contractor shall instruct the Independent Technical Adviser to develop a Reference Price.

9.3.  The Independent Technical Advisor shall develop a Reference Price in consultation with the Contractor and the Authority.  The Reference Price shall include (as applicable) all finance, design development, construction, lifecycle, maintenance and operating costs and savings (including professional fees and charges, overheads, profits and contingencies and explicitly including the pricing for any performance risks associated with implementing the change based on the outline risk allocation matrix included in the Authority Change Notice).  The parties agree that the Reference Price shall include the pricing of performance risk and that no separate Contractor mark up should be included in the Estimated Change in Project Cost or the Change in Project Costs.

9.4.  The Independent Technical Advisor shall provide to the Contractor and the Authority the Reference Price.  The Contractor shall use the Reference Price to produce the Estimated Change in Project Costs and, subsequently, the Change in Project Costs.  The Independent Technical Adviser shall comment on the Estimated Change in Project Costs and the Change in Project Costs within the time periods to be agreed by the Contractor and the Authority and specified in the appointment of the Independent Technical Adviser.

9.5.  The Authority shall be responsible for the payment of all fees payable to the Independent Technical Advisor. For the avoidance of doubt, any costs incurred by the Contractor pursuant to this paragraph 9 shall form part of the Project Management Fee or Third Party Costs and no additional sums shall be paid to the Contractor.