1 Definitions

In each part of this Schedule 16 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:

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 Facility in each case of a structural nature

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 2 Response); and

(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 Service Provider

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 Changes)

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 Changes)) of this Change Protocol

CAA means Comprehensive Area Assessment

CAA Change means a Change required by the provisions of Schedule 11 (Best Value and Continuing Value for Money)

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 time1

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

(a) the prices and 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 Service and/or the Apparatus and/or the Service

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

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

CIPP Forecast Electricity Consumption shall have the meaning given to it in paragraph 1 of Part 1 of the Payment Mechanism

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

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

Comprehensive Area Assessment has the meaning given in Schedule 11 (Best Value and Continuing Value for Money)

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]

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

Forecast Electricity Consumption shall have the meaning given to it in paragraph 1 of Part 1 of the Payment Mechanism

High Value Changes means a Change, which is not a Low Value Change or a Medium Value Change, and which 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 Service Provider Party who has not less than [five (5)] years experience in projects operated under PFI or other forms of PPP, has expertise in pricing works and/or services of the type required by the relevant High Value Change and has relevant experience in the street lighting sector

Low Value Change means:

(a) works of a minor nature or the provision of plant or equipment, having a cost not exceeding £[10,000] (indexed); or

(b) any change or amendment (whether temporary or permanent) of the Service where the cost, in the reasonable opinion of the Authority, of the implementation does not exceed £[10,000] (indexed) and which does not effect achievement of any Milestone Completion Date (Projected); 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, 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 Apparatus means the Apparatus as at the Contract Date

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

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 the relevant paragraph of this Change Protocol

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

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 Change Protocol

Service Provider Stage 1 Response shall have the meaning given in paragraph 3.1 of Part 4 of this Change Protocol

Service Provider Stage 2 Response shall have the meaning given in paragraph 5.1 of Part 4 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 Service Provider 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 Change over its intended design life (consistent with the Service Provider Response)

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1 Authorities should seek advice from their financial advisers as to what the project specific accounting standard should be. For example, it could be the IFRS.