(1)  If a Qualifying Change in Law occurs or is shortly to occur, then either Party may, within [thirty (30) business] days starting from the day it was aware (or should have been aware) of the Qualifying Change in Law, notify the other Party to express an opinion on its likely effects, giving details of its opinion of:

(a)  any necessary change in the obligations of the Private Partner;

(b)  whether any changes are required to the terms of this PPP Contract to deal with the Qualifying Change in Law including any necessary Contracting Authority variation;

(c)  whether relief from compliance with obligations is required, including the obligation of the Private Partner to achieve any contractual deadline and/or meet any contractual performance requirement during the implementation of any relevant Qualifying Change in Law;

(d)  any (positive or negative) change of revenue that will directly result from the relevant Qualifying Change in Law;

(e)  any (positive or negative) estimated change in the costs of the PPP Project that will directly result from the Qualifying Change in Law; or

(f)  any capital expenditure that is required or no longer required as a result of a Qualifying Change in Law taking effect during the operation period of this PPP Contract.

(2)  As soon as practicable and in any event within [thirty (30) business] days after receipt of any notice from the affected Party, the Contracting Authority and the Private Partner shall discuss and agree the issues referred to in Clause (1) above and any ways in which either Party can, if applicable, mitigate the effect of the Qualifying Change in Law, including, in relation to the Private Partner:

(a)  providing evidence that the Private Partner has used reasonable endeavors (including (where practicable) the use of competitive quotes) to oblige its sub-contractors to minimize any increase in costs and maximise any reduction in costs;

(b)  demonstrating how any capital expenditure to be incurred or avoided is being measured in a cost effective manner, including showing that when such expenditure is incurred or would have been incurred, Changes in Law at that time have been taken into account by the Private Partner;

(c)  giving evidence as to how the Qualifying Change in Law has affected prices charged by any similar businesses to the PPP Project; and

(d)  demonstrating that any expenditure that has been avoided on account of the Qualifying Change in Law has been taken into account in the amount which in its opinion has resulted or is required under Clauses (1)(e) or (1)(f) above, provided that if the Parties cannot agree on the effects of the Qualifying Change in Law, the matter shall be referred for determination in accordance with clause [insert reference to the dispute resolution clause].