1 Definitions

In each Part of this Schedule 15 the following expressions (in addition to those specified in Schedule 1 (Definitions, Interpretation and Construction)) shall, save where the context or the express provisions of this Contract otherwise requires or admits, have the following meanings:

Accrual shall have the meaning given in Schedule 14 (Accrual and De-Accrual Process)

Agreed Abatement1 means:

(a) in the case of a Low Value Change [£125] Indexed;

(b) in the case of a Medium Value Change [£250] Indexed; and

Approval Criteria means the criteria against which any Service Provider 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;

(c) affordability to the Authority (in terms of developing a final price within the Service Provider Stage 1 Response); and

(d) compliance with all relevant Law, 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 Catalogue Order Form or an Authority Change Notice to the Service Provider.

Authority Change Notice means a written notice submitted by the Authority requiring a Medium Value Change or High Value Change and setting out the information specified in the relevant paragraph of this Schedule 15.

Authority Initial Confirmation shall have the meaning given in paragraph 2.3(a) (Service Provider Initial Response) of Part 4 of this Schedule 15.

Authority Stage 1 Confirmation shall have the meaning given in paragraph 4.2(a) (Service Provider Stage 2 Response) of Part 4 of this Schedule 15.

Authority Stage 2 Confirmation shall have the meaning given in paragraph 7.1(a) (Competitive Tendering) of Part 4 of this Schedule 15.

Benchmarking Process means the process set out in paragraph 9 (Independent Technical Adviser) of Part 4 of this Schedule 15.

Benchmarking Report means the report produced by the Service Provider in accordance with the requirements of paragraph 9 (Independent Technical Adviser) of Part 4 (which shall, for the avoidance of doubt, include the information required by paragraph 9.2 (Independent Technical Adviser) of Part 4) of this Schedule 15.

CAA Change means a Change required by the provisions of Schedule 16 (Best Value).

Capital Expenditure means any expenditure which falls to be treated as capital expenditure in accordance with generally accepted accounting principles in the United Kingdom from time to time.

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; and

(b) the Small Works Rates

as is set out in Appendix 1 to this Schedule 15, as shall be amended from time to time in accordance with paragraph 6 (Updating the Catalogue) of Part 2 of this Schedule 15.

Catalogue Order Form means a request for a Low Value Change in the form set out in Appendix 3 to this Schedule 15.

Change means any change, variation, extension or reduction in the Service and/or the Project Networks Parts and/or the Project Facilities and shall include Low Value Changes, Medium Value Changes, High Value Changes, but shall exclude Accruals and De-Accruals.

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

Change Notice means an Authority Change Notice and/or Service Provider Change Notice (as the context shall require).

Comparable Market means local authority highways maintenance projects operated under PFI or other forms of PPP including Private Finance Transactions as defined in Regulation 16 of the Local Authorities (Capital Finance) Regulations 1997 (as amended) provided that where there are less than five (5) such highways maintenance projects of similar content or less than three (3) contractors operating such contracts the Comparable Market shall be the market for operation of highways maintenance projects by a private sector operator.

Competitive Tendering Process means the process set out in paragraph 8 (Benchmarking Process) of Part 4 of this Schedule 15.

Confirmation Notice means a written notice issued by the Authority pursuant to the relevant provision of this Schedule 15 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 Schedule 15.

De-Accrual shall have the meaning given in Schedule 14 (Accrual and De-Accrual).

Estimated Change in Project Costs means the aggregate of any estimated increased construction costs, installation costs, operating costs (including lifecycle and electricity costs), Whole Life Costs and financing costs less the aggregate of any estimated reduced construction costs, installation costs, operating costs (including lifecycle and electricity costs), financing costs and installation costs.

Forecast Electricity Consumption shall have the meaning given in the Payment Mechanism.

High Value Change means a Change which is not a Low Value Change or a Medium Value Change, and which:

(a) in the reasonable opinion of the Authority is likely to either cost more than [♦ (£♦)] (Indexed) to implement or require an adjustment to the Unitary Charge that is greater than [♦%]2 of the Annual Unitary Charge; and/or

(b) involves a Bridge and/or Tunnel (as the case may be)3; or

Independent Technical Advisor means a person who is independent of the Authority or any Service Provider Party who is a member of the Institute of Civil Engineers and has not less than five (5) years experience of PFI funded projects similar to this Project and expertise in pricing works and services of the type required by the relevant High Value Change.

Low Value Changes means:

(a) the changes listed in the Low Value Changes Catalogue; and

(b) any change to the Service reasonably requested by the Authority or any works reasonably required by the Authority or any additional items of Project Network Parts having a cost not exceeding [ten thousand pounds (£10,000)]5 (Indexed) in respect of each individual request and which does not affect a Milestone Completion Date (Projected).

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 to the Service and/or any works required by the Authority and/or any items of Project Network Parts to be included or removed from the scope of the Project which is a Change that is not a High Value Change, or a Low Value Change, or an Accrual or De-Accrual.

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

Necessary Consents means all permissions, consents, approvals, certificates, permits, licences and authorisations (including, where appropriate, any licence or consents under NRSWA) of a Relevant Authority which are required for the performance of the Service Provider's obligations under this Contract.

Project Management Fee or PMF has the meaning given in paragraph 2.2 (Service Provider Stage 1 Response) of Part 4 of this Schedule 15.

Reference Price means a schedule of the Service Provider's and Service Provider Parties' costs in implementing the Change which as a minimum shall include capital, lifecycle and unmetered electricity costs over the remaining Contract Period.

Service Provider Change means a Change that is initiated by the Service Provider by submitting a Service Provider Change Notice to the Authority.

Service Provider Change Notice means a written notice submitted by the Service Provider requesting a Change and setting out the information required by paragraph 2 of Part 5 of this Schedule 15.

Service Provider Initial Response means the written response of the Service Provider referred to in paragraph 2.1 of Part 4 of this Schedule 15.

Service Provider Response means the written response of the Service Provider to an Authority Change Notice which shall include the information listed in the relevant paragraph of this Schedule 15.

Service Provider Stage 1 Response shall have the meaning given in paragraph 3.1 (Authority Stage 1 Confirmation) of Part 4 of this Schedule 15.

Service Provider Stage 2 Response shall have the meaning given in paragraph 5.1 (Agreement of Service Provider Response) of Part 4 of this Schedule 15.

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 Service Provider which shall include the information required by paragraph 7.5 (Competitive Tendering) of Part 4 of this Schedule 15.

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 Change over its intended design life (consistent with the Service Provider Response).

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1 These amounts should be considered in the context of the actual project.

2 The amounts should be specified by the Local Authority or be a bid back item. If the latter the Local Authority will need to be clear how the levels will be evaluated. Note SoPC4 Guidance.

3 This provision will be project specific and should tie in with the definition.

4 This provision could be treated as a Medium Value Change instead.

5 Amount is project specific or could be a bid back item but note SoPC4 Guidance and footnote to definition of High Value Change.