[23.5]

23.5  WCA Baselines and composition risk [This clause may be used where some composition risk protection is afforded to the Contractor - see Part II, Schedule 31 for further details]

23.5.1  If at any time it becomes known to the Contractor that there is or has been a 53Material Departure from the WCA Baseline, and unless the Authority has already issued an Authority Change Notice in respect of such matters, the Contractor shall issue a notice to the Authority (a WCA Baseline Change Notice) setting out details of the Material Departure from the WCA Baseline and providing reasonable evidence in support.

23.5.2  The Authority shall respond within one month of receipt of a WCA Baseline Change Notice by either:

(a)  issuing an Authority Change Notice relating to the matter in which case the provisions of Clause 43 (Authority and Contractor Changes) shall apply (which for the avoidance of doubt may not subsequently be withdrawn in accordance with Schedule 21 (Change Protocol); or

(b)  notifying the Contractor in writing that it disputes the fact that there is a Material Departure from the WCA Baseline and referring the matter to the Dispute Resolution Procedure.

23.5.3  If the Authority does not respond in accordance with either of Clauses 23.5.2(a) or 23.5.2(b) above, then Clause 23.5.2(b) shall apply.

23.5.4  The Parties shall refer to the Dispute Resolution Procedure any dispute as to whether there is a Material Departure from the WCA Baseline and, if so, its effect. The Authority will at all times act in good faith in relation to the reporting and identification of Material Departures from the WCA Baseline and will use reasonable endeavours to provide such information in relation thereto as the Contractor shall reasonably require.

23.5.5  For the avoidance of doubt, Material Departures from the WCA Baseline shall not give rise to  an event of Authority Default or a Compensation Event.

23.5.6  The provisions of this Clause 23.5 (WCA Baselines and composition risk) shall protect the Contractor against changes in composition or the balance of commodities in the Contract Waste arising in the Administrative Area. The provisions of this Clause 23.5 are not intended nor shall they be deemed to protect the Contractor from increases or decreases in the volume of Contract Waste because such increases or decreases are calibrated and catered for within the "B" Base component of the Annual Unitary Charge and Minimum Tonnage as described in the Payment Mechanism.

23.5.7  The Authority shall act reasonably and good faith in notifying the Contractor as soon as reasonably practicable of Material Departures or pending Material Departures from the WCA Baseline of which the Authority is aware.

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53  To be defined on a project specific basis (e.g. changes which result in changes to BMW content such that they materially affect the operation of the Facility or changes to CV within certain bands).