Part 5 - Contractor Change

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

2 The Contractor Change Notice shall:

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

(b) specify whether the Contractor 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;35

(d) indicate any implications of the Contractor Change;

(e) indicate what savings, if any, will be generated by the Contractor 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 Contractor 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; and

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

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

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

(b) the Contractor Change may affect the quality of the Services and/or the Works or the likelihood of successful completion of the Works and/or delivery of the Services (or any of them);

(d) the financial strength of the Contractor is sufficient to perform the Services after implementation of the Contractor Change;

(e) the value and/or life expectancy of any of the Facilities [and/or Assets]36 is reduced; or

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

4 If the Contractor Change causes, or will cause, the Contractor'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 Contractor in implementing such Contractor Change) shall be shared on the basis of ♦ per cent (♦%)37 of the saving being retained by the Contractor and ♦ per cent (♦%)38 of the saving being paid to the Authority.

5 As soon as practicable after receiving the Contractor 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 Contractor Change Notice.

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

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

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

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

7 If the Authority rejects the Contractor Change Notice, it shall not be obliged to give its reasons for such a rejection and the Contractor shall not be entitled to reimbursement by the Authority of any of its costs.

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

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

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35 As currently drafted, the Best Value provisions do not permit the Contractor to submit a Best Value Change.

36 Only relevant if the Assets include property or land.

37 Bid Back item.

38 Bid Back item.