2 Contractor Response
2.1 Subject to paragraph 2 of Part 1 (Limits on Changes) of this Change Protocol, within the period specified in the Authority Change Notice (or such other period as the parties may agree), the Contractor shall provide the Authority with a Contractor Response which shall include (where applicable) the following information:
(a) a detailed programme for the design, Authority review of the design, construction and/or installation of the Medium Value Change (including the procuring of any Necessary Consents);
(b) a detailed programme for commissioning and implementing any change in, or addition to the Services, including the provision and/or training of any staff;
(c) the proposed method of certification of any construction or operational aspects of the Medium Value Change if not covered by the procedures set out in this Contract.
(d) the proposed consultants, sub-contractors and suppliers the Contractor intends to appoint to process the Medium Value Change;
(e) details of any impact of the Medium Value Change on the carrying out of the Works or the provision of the Services and in particular, details of any relief from compliance with any obligations of this Contract required during the implementation of the Medium Value Change;
(f) any Estimated Change in Project Costs that result from the Medium Value Change, taking into account any Capital Expenditure that is required or no longer required as a result of the Medium Value Change;
(g) where the Authority has specified in the Authority Change Notice that the Contractor shall raise finance for the Authority Change, the steps the Contractor has or will take to secure such finance;
(h) any loss of or increase in third-party revenue that may result from the Medium Value Change;
(i) an estimate of any third-party costs and the details of the third-party activity that will be incurred in providing the Contractor Response including (where applicable pursuant to paragraph 5 of Part 1) the anticipated cost of the Senior Lender carrying out due diligence (which shall be a [capped][fixed] sum) together with a proposed process for approval of such costs by the Authority before they are incurred;23
(j) any amendment to this Contract or any Project Document or any Financing Agreement required as a result of the Medium Value Change.
2.2 In calculating the Estimated Change in Project Costs and/or Capital Expenditure the Contractor shall apply the following principles wherever applicable:
(a) the unit cost of any construction or installation works (excluding any temporary or demolition works, professional fees, contingencies, overheads and profit margins) required to implement the Medium Value Change shall be the equivalent unit rates set out in Part 1 of Appendix 2 of this Change Protocol. If the Contractor can demonstrate to the reasonable satisfaction of the Authority that such works are designed to a higher quality as compared to the Works, then the unit rates may be increased to reflect such increase in quality;
(b) any lifecycle maintenance associated with additional works (or changes to the Works) shall be consistent with the maintenance profile of the Original Facilities (for example, but without limitation, in terms of the replacement cycles for equipment). Provided that the Contractor shall reflect improvements in technology that can optimise whole life costs for the Authority. The unit costs to be applied to the pricing of the lifecycle maintenance shall be the equivalent unit rates set out in Part 2 of Appendix 2 of this Change Protocol. If any additional works are designed to a higher quality as compared to the Works, then the unit lifecycle maintenance costs shall be (in real terms) lower;
(c) any professional fees, contingencies, overheads and/or profit margins charged by the any consultant, sub-contractor or supplier in respect of construction and/or installation and/or lifecycle and/or service provision shall be the equivalent rates set out in Part 3 of Appendix 2 of this Change Protocol. If the Contractor can demonstrate to the reasonable satisfaction of the Authority that the fees, overheads and profit margins being charged by consultants, sub-contractors and/or suppliers in current market conditions have changed significantly from those set out in Part 3 of Appendix 2 of this Change Protocol, then the Authority may agree to amend the rates set out in Part 3 of Appendix 2 of this Change Protocol to reflect current market rates;
(d) the unit cost of any extension of, or change to, any Service (either in scope or area) shall be consistent with the equivalent unit rates set out in Part 4 of Appendix 2 of this Change Protocol. If the Contractor can demonstrate, to the reasonable satisfaction of the Authority, that as a result of the Medium Value Change, the relevant Service will be of a higher quality than required by the relevant Service Specification then the Authority may agree to increase such rates to reflect any increase in quality;
(e) the cost of Contractor time, reasonably incurred in preparing the estimate for the Medium Value Change (or proposed Medium Value Change) may be charged for at the rates set out in Part 4 of Appendix 2 of this Change Protocol (and no additional mark-up or management fee shall be charged by the Contractor over and above the costs it will be liable to pay its sub-contractors in carrying out the works and/or services (as the case may be));
(f) where the parties agree that paragraph 2.2(a) to 2.2(e) are not applicable the value of any Medium Value Change shall be calculated in accordance with rates which are fair and reasonable and reflect market rates.
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23 Authority may wish to ask for a cap on the estimate or a fixed price. Note paragraph 5 of Part 1.