1 Definitions

In each part of this Schedule 23 the following expressions (in addition to those specified in clause 1 (Definitions and interpretation)) shall, save where the context or the express provisions of this Contract otherwise requires or admits, have the following meanings:

Agreed Abatement means:

(a) in the case of a Low Value Change [£20] indexed;

(b) in the case of a Medium Value Change [£50] indexed; and

Alterations means any alteration, demolition, extension or addition to a Station in each case of a structural nature

Approval Criteria means the criteria against which any Contractor Stage 2 Response will be evaluated by the Authority and which will be specified by the Authority in the Authority Change Notice and which shall be based on:

(a) compliance with the Authority's specifications for the Change;

(b) evidencing value for money;

(d) compliance with all relevant Legislation, Guidance and Necessary Consents

and such Approval Criteria shall be reasonable and achievable taking into account Good Industry Practice and the scope and price of the required High Value Change.

Authority Change means a Change that is initiated by the Authority by submitting a Low Value Change Request or an Authority Change Notice to the Contractor

Authority Change Notice means a written notice submitted by the Authority requiring a Medium Value Change or a High Value Change and setting out the information specified in the relevant paragraph of this Change Protocol

Authority Initial Confirmation has the meaning given in paragraph 2.3 of Part 4 (High Value Change)

Authority Stage 1 Confirmation has the meaning given in paragraph 4.2(a) of Part 4 (High Value Changes) of this Change Protocol

Authority Stage 2 Confirmation has the meaning given in paragraph 7.1(a) of Part 4 (High Value Changes) of this Change Protocol

Benchmarking Process means the process set out in paragraph 9 of Part 4 (High Value Changes) of this Change Protocol

Benchmarking Report means the report produced by the Contractor in accordance with the requirements of paragraph 9 of Part 4 (High Value Changes) (which shall, for the avoidance of doubt, include the information required by paragraph 9.2 of Part 4 (High Value Change)) of this Change Protocol

Capital Expenditure means any expenditure which falls to be treated as capital expenditure in accordance with generally accepted accounting principles in the [UK] from time to time, International Financial Reporting Standards from time to time, or proper accounting practices for local authorities as defined by Section 21(2) of the Local Government Act 2003 and Regulation 31 of the Local Authorities (Capital Finance and Accounting) (England) Regulations 2003.

Catalogue of Low Value Changes and Catalogue means the schedule setting out:

(a) the prices and, where relevant, time periods for certain Low Value Changes;

(b) the Small Works Rates

as is set out in Appendix 1 to this Change Protocol, as shall be amended from time to time in accordance with paragraph 6 of Part 2 (Low Value Changes) of this Change Protocol

Change means any change, variation, extension or reduction in the Works and/or the Station and/or the Services, and shall include Low Value Changes, Medium Value Changes and High Value Changes

Change Notice means an Authority Change Notice and/or Contractor Change Notice as the context shall require

Change in Project Costs means a fixed and final price for carrying out the relevant Change

Comparable Market means local authority ♦ projects operated under PFI or other forms of PPP

Confirmation Notice means a written notice issued by the Authority pursuant to the relevant provision of this Change Protocol setting out the agreed details of the Change, including the agreed cost, method of payment and the times of its implementation [which shall be in the form set out in Appendix 4 to this Change Protocol]

Contractor Change means a Change that is initiated by the Contractor by submitting a Contractor Change Notice to the Authority

Contractor Change Notice means a written notice submitted by the Contractor requesting a change and setting out the information required by the relevant paragraph of this Change Protocol

Contractor Initial Response means the written response of the Contractor referred to in paragraph 2.1 of Part 4 (High Value Change) of this Change Protocol

Contractor Response means the written response of the Contractor to an Authority Change Notice which shall include the information listed in the relevant paragraph of this Change Protocol

Contractor Stage 1 Response shall have the meaning given in paragraph 3.1 of Part 4 (High Value Changes) of this Change Protocol

Contractor Stage 2 Response shall have the meaning given in paragraph 5.1 of Part 4 (High Value Changes) of this Change Protocol

Estimated Change in Project Costs means the aggregate of any estimated increased construction costs, operating costs, Whole Life Costs and financing costs less the aggregate of any estimated reduced construction costs, operating costs and financing costs

High Value Changes means a Change, which is not a Low Value Change or a Medium Value Change, and which, in the reasonable opinion of the Authority, is likely to either cost more than £[200,000] (indexed) to implement, or require an adjustment to the Unitary Charge that is greater than [2]% of the annual Unitary Charge in the relevant payment year (as the case may be)

Independent Technical Adviser means a person who is independent of the Authority or any Contractor Party who has not less than [five (5)] years experience in PFI funded projects similar to this Project and has expertise in pricing works and services of the type required by the relevant High Value Change

Low Value Change means:

(a) works of a minor nature or the provision of plant or equipment, which in the reasonable opinion of the Authority, are likely to cost less than [£10,000] (indexed); or

(b) any change or amendment (whether temporary or permanent) of the Services, where in the reasonable opinion of the Authority, are likely to cost less than [£10,000] (indexed) [and does not require adjustment of the Unitary Charge] and which does not effect achievement of any [Completion Date]; or

Low Value Change Request means a request for a Low Value Change [in the form set out in Appendix 3 to this Change Protocol]

Low Value Change Threshold means where the Low Value Changes in any Payment Year exceeds [♦] in number or cost in excess of the aggregate sum of [♦] (indexed)

Medium Value Change means a Change, which is not a Low Value Change, or a High Value Change and which, in the reasonable opinion of the Authority, is likely to either cost less than £[200,000] (indexed) to implement, or require an adjustment to the Unitary Charge that is less than [2]% of the annual Unitary Charge in the relevant Payment Year (as the case may be)

Medium Value Change Threshold means where the Medium Value Changes in any Payment Year exceeds [♦] in number or cost in excess of the aggregated sum of [♦] (indexed)

Original Facilities means the Facilities as at the Service Commencement Date (including any Changes incorporated into the Works)

Project Management Fee means a fee in respect of project management services calculated in accordance with paragraph 2.4 of Part 4 (High Value Changes) of this Change Protocol

Reference Price means a high level price calculated by the Independent Technical Adviser which is his estimate of the cost of implementing a proposed High Value Change and which shall include and show separately the information specified in paragraph 10.3 of Part 4 (High Value Changes) of this Change Protocol

Small Works Rates means the hourly rates for specified categories of labour set out in the Catalogue

Tendering Report means a report prepared by the Contractor which shall include the information required by paragraph 8.5 of Part 4 (High Value Changes) of this Change Protocol

Third Party Costs means the costs incurred by a third party which shall include but not be limited to any sub-contractor, consultant or adviser which shall, wherever possible, be set out in, or based on rates set out, in the Catalogue

Whole Life Costs means, in relation to any Medium Value Change or High Value Change, the estimated and (to the extent that such information is available) the actual cost of operating and maintaining such High Value Change over its intended design life (consistent with the Contractor Response)