3.  SERVICE PROVIDER CHANGES IN SERVICE

3.1.  If the Service Provider wishes to introduce a change in the Services, it must serve a Service Provider Notice of Change on the Authority.

3.2.  The Service Provider Notice of Change must:

3.2.1.  set out the proposed change to the Services in sufficient detail to enable the Authority to evaluate it in full;

3.2.2.  specify the Service Provider's reasons for proposing the change to the Services;

3.2.3.  request the Authority to consult with the Service Provider with a view to deciding whether to agree to the change to the Services and, if so, what consequential changes the Authority requires as a result;

3.2.4.  indicate any implications of the change to the Services;

3.2.5.  indicate, in particular, whether a variation to the Payment is proposed (and, if so, give a detailed cost estimate of such proposed change); and

3.2.6.  indicate if there are any dates by which a decision by the Authority is critical.

3.3.   The Authority shall evaluate the Service Provider's proposed change to the Services in good faith, taking into account all relevant issues, including whether:

3.3.1.  a change in the Payment will occur;

3.3.2.  the change affects the quality of the Services or the likelihood of successful delivery of the Services;

3.3.3.  the change will interfere with the relationship of the Authority with third parties;

3.3.4.  the financial strength of the Service Provider is sufficient to perform the changed Services;

3.3.5.  the residual value of the Assets is reduced; or

3.3.6.  the change materially affects the risk or costs to which the Authority is exposed.

3.4.  As soon as practicable after receiving the Service Provider Notice of Change the parties shall meet and discuss the matter referred to in it. During their discussions the Authority may propose modifications or accept or reject the Service Provider Notice of Change.

3.5.  If the Authority accepts the Service Provider Notice of Change (with or without modification), the relevant change to the Services within 20 Business Days of the Authority's acceptance.  Within this period, the parties shall consult and agree the remaining details as soon as practicable and shall enter into any documents to amend this Agreement or any relevant Sub-Contract which are necessary to give effect to the change to the Services.

3.6.  If the Authority rejects the Service Provider Notice of Change, it shall not be obliged to give its reasons for such a rejection.

3.7.  Unless the Authority's acceptance specifically agrees to an increase in the Payment, there shall be no increase in the Payment as a result of a change to the Services proposed by the Service Provider.

3.8.  If the change to the Services proposed by the Service Provider causes or will cause the Service Provider's costs or those of a Sub-Contractor to decrease, the Payment, shall be adjusted downwards to reflect a 50/50 sharing in the decrease in the cost of providing the Services between the Authority and the Service Provider.

3.9.  The Authority cannot reject a change to the Services which is required in order to conform to a Change in Law.  The cost of introducing a change to the Services resulting from a Change in Law (including any resulting variation in the Payment) shall be dealt with in accordance with Clause 34 (Change in Law) and to the extent not dealt with shall be borne by the Service Provider.