Part 5 - Service Provider Change

1 If the Service Provider wishes to introduce a Service Provider Change, it shall serve a Service Provider Change Notice on the Authority.

2 The Service Provider Change Notice shall:

(a) set out the proposed Service Provider Change in sufficient detail to enable the Authority to evaluate it in full;

(b) specify whether the Service Provider Change is:

(i) a Low Value Change;

(ii) a Medium Value Change;

(iii) a High Value Change; and/or

(iv) is required as a result of a Change in Law;

(d) indicate any implications of the Service Provider Change;

(e) indicate what savings, if any, will be generated by the Service Provider Change:

(i) whether a revision of the Unitary Charge is proposed (and, if so, give details of such proposed revision); or

(ii) whether such savings will be paid by a lump sum;

(f) if the Service Provider Change is required as a result of a Qualifying Change of Law, what sums, if any, will be payable by the Authority;

(g) indicate if there are any critical dates by which a decision by the Authority is required;

(h) confirm all necessary consents have been obtained (or indicate the process for obtaining such consents) from the funders and the insurance brokers, to the extent required; and

(i) request the Authority to consult with the Service Provider with a view to deciding whether to agree to the Service Provider Change and, if so, what consequential changes the Authority requires as a result.

3 The Authority shall evaluate the Service Provider Change Notice in good faith, taking into account all relevant issues, including whether:

(a) a revision of the Unitary Charge will occur;

(b) the Service Provider Change may affect the quality of the Service or the likelihood of successful completion of the Core Investment Programme and/or delivery of the Service;

(d) the financial strength of the Service Provider is sufficient to perform the Service after implementation of the Service Provider Change;

(e) the value and/or life expectancy of any of the Apparatus [and/or Assets]4 is reduced; or

(f) the Service Provider Change materially affects the risks or costs to which the Authority is exposed.

4 If the Service Provider Change causes, or will cause, the Service Provider's costs or those of a sub-contractor to decrease, there shall be a decrease in the Unitary Charge such that any cost savings (following deduction of costs reasonably incurred by the Service Provider in implementing such Service Provider Change) shall be shared on the basis of [♦] per cent ([♦]%)5 of the saving being retained by the Service Provider and [♦] per cent ([♦]%)6 of the saving being paid to the Authority.

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

6 If the Authority accepts the Service Provider Change Notice (with or without modification) the parties shall consult and agree the remaining details as soon as practicable and upon agreement the Authority shall issue an Authority Confirmation which shall set out the agreed Service Provider Change and:

(a) the parties shall enter into any documents to amend this Contract or any relevant Project Document which are necessary to give effect to the Service Provider Change;

(b) if applicable, the Unitary Charge shall be revised in accordance with Schedule 14 (Revision of Base Case and Custody);

(c) if applicable, the Service Provider shall pay to the Authority a sum equal to the amount calculated in accordance with Schedule 11 (Best Value and Continuing Value for Money) or paragraph 4 within twenty (20) Business Days of receipt of an invoice for such amount; and

(d) the Service Provider Change shall be implemented within the period specified by the Authority in its notice of acceptance.

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

8 Unless the Authority's Confirmation expressly agrees to an increase in the Unitary Charge, there shall be no increase in the Unitary Charge as a result of a Service Provider Change and, subject to clause 25 (Change in Law), any funding shall be provided by the Service Provider.

9 The Authority shall not reject a Service Provider Change which is required in order to conform to a Change in Law. The costs of introducing a Service Provider Change resulting from a Qualifying Change in Law (including any resulting revision of the Unitary Charge) shall be dealt with in accordance with clause 25 (Change in Law) and to the extent not dealt with therein, all costs shall be borne by the Service Provider.

__________________________________________________________________________________________

4 Only relevant if the Assets include property or land.

5 Bid Back item.

6 Bid Back item.