3  No Retendering Procedure

3.1  If either:

(a)  the Authority is not entitled to retender the provision of the Service under paragraph 1 (Retendering Election);

(b)  the Authority elects to require an expert determination in accordance with this paragraph 3;

(c)  the Adjusted Highest Compliant Tender Price is not paid in accordance with the provisions of paragraph 2.1(n) (Retendering Procedure);

(d)  the Authority elects the no retendering procedure pursuant to paragraph 2.1(q) (Retendering Procedure),

then the procedure set out in paragraph 3.2 shall apply.

3.2  No Retendering Procedure

If paragraph 3.1 applies then:

(a)  subject to paragraph 3.2(b), the Service Provider shall not be entitled to receive any Post Termination Service Amount;

(b)  if the Authority elects to require an expert determination in accordance with this paragraph 3.2 after it has elected to follow the procedure under paragraph 2.1 (Retendering Procedure), then the Authority shall continue to pay to the Service Provider each Post Termination Service Amount until the Compensation Date, in accordance with paragraph 2.1 (Retendering Procedure);

(c)  in agreeing or determining the Estimated Fair Value of the Contract the parties shall be obliged to follow the principles set out below:

(i)  all forecast amounts should be calculated in nominal terms at current prices, recognising the adjustment for indexation in respect of forecast inflation between the date of calculation and the forecast payment date(s) as set out in this Contract;

(ii)  the total of all future payments of the Unitary Charge (without Deductions) forecast to be made shall be calculated and discounted to the Termination Date at the Termination Date Discount Rate;

(iii)  the total of all costs forecast to be incurred by the Authority as a result of termination shall be calculated and discounted at the Termination Date Discount Rate and deducted from the payment calculated pursuant to paragraph 3.2(c)(ii), such costs to include without double counting:

(A)  a reasonable risk assessment of any cost overruns that will arise, whether or not forecast in the relevant base case;

(B)  the costs of the service forecast to be incurred by the Authority in providing the Project to the standard required; and

(C)  any rectification costs required to deliver the Project to the standard required (including any costs forecast to be incurred by the Authority to complete the Core Investment Works or development work and additional operating costs required to restore operating services standards),

in each case such costs to be forecast at a level that will deliver the full Unitary Charge referred to in paragraph 3.2(c)(ii);

(d)  if the parties cannot agree on the Adjusted Estimated Fair Value of the Contract on or before the date falling twenty (20) Business Days after the date on which the Authority elected to require an expert determination in accordance with this paragraph 3.2, then the Adjusted Estimated Fair Value of the Contract shall be determined in accordance with the Dispute Resolution Procedure;

(e)  the Authority shall pay to the Service Provider an amount equal to the Adjusted Estimated Fair Value of the Contract on the date falling forty (40) Business Days after the date on which the Adjusted Estimated Fair Value of the Contract has been agreed or determined in accordance with this paragraph 3.2;

(f)  the discharge by the Authority of its obligation in paragraph 3.1(e) is in full and final settlement of all the Service Provider's claims and rights against the Authority for breaches and/or termination of this Contract or any Project Document whether in contract, tort, restitution or otherwise save for any liability that arose prior to the Termination Date (but not from the termination itself) that has not been taken into account in determining the Adjusted Estimated Fair Value of the Contract;

(g)  to the extent that the Adjusted Estimated Fair Value of the Contract is less than zero, then an amount equal to the Adjusted Estimated Fair Value of the Contract shall be due and payable by the Service Provider to the Authority on the Compensation Date.