Unless otherwise expressly defined below, expressions used in this Schedule have the meanings given to them in clause 1. In this Schedule:
Agreed Margin means the Construction Margin, the Services Margin and the Project Co Margin.
Base Costs means the Construction Base Costs and Services Base Costs that in each case are directly attributable to the relevant Change Compensation Event.
Change Compensation Event means each event described in Table 1.
Change Notice means a notice prepared and submitted, and where applicable, updated and submitted by Project Co in accordance with section 10.1, a pro forma of which is set out in Annexure A of this Schedule.
Change Notice Event has the meaning given in section 10.1(a).
Change Notice Recipient has the meaning given in section 10.1(a).
Change Notice Request means the notice referred to in section 10.2(a).
Change Response means the notice referred to in section 11.1(b).
Construction Base Costs means:
(a) the additional Costs of or, in the calculation of Savings, Costs saved by:
(i) the D&C Contractor;
(ii) the Services Contractor; or
(iii) the contractor selected as a result of a Tender Process;
(b) any Consultant Costs (to the extent not included in the Costs referred to in paragraph (a) of this definition),
that are directly attributable to the relevant Change Compensation Event relating to the Works or any capital work after Final Acceptance including all Preliminaries but excluding all:
(c) Margins and Agreed Margins (other than as expressly entitled in accordance with section 7.2(e)); and
(d) Prolongation Costs, Services Base Costs and Development Phase Finance Interest.
Construction Margin means:
(a) subject to paragraph (c), if the D&C Contractor incurs or, in the calculation of Savings, saves the relevant Construction Base Costs in respect of a Change Compensation Event, the applicable fixed percentage set out in Table 2;
(b) subject to paragraph (c), if the Services Contractor incurs or, in the case of a Saving, saves the relevant Construction Base Costs, the applicable fixed percentage set out in Table 3; or
(c) subject to section 7.2(n), if a contractor (including the D&C Contractor or the Services Contractor) is selected as a result of a Tender Process to undertake the works the subject of the relevant Change Compensation Event and incurs the relevant Construction Base Costs, the amount set out in the contract with that contractor for those works on account of Margin.
Consultant Costs means:
(a) the actual third party professional consultant fees (such as design fees, legal fees and other advisors' fees) properly and reasonably incurred or, in the calculation of Savings, the actual third party consultant fees saved; or
(b) the third party consultant fees that are projected to be properly and reasonably incurred and payable, or in the calculation of Savings, projected to be saved,
by either Project Co or a Key Subcontractor, that are directly attributable to the relevant Change Compensation Event, provided that Consultant Costs do not include:
(c) any third party consultant fees that would have been payable by Project Co or the Key Subcontractor (as applicable) during the Term notwithstanding the Change Compensation Event; and
(d) any amount payable to an employee of a Key Subcontractor or Project Co or an employee of any other Consortium Member or an employee of any Related Body Corporate of a Consortium Member.
Costs means all costs properly and reasonably incurred, or which will be properly and reasonably incurred, that are directly attributable to the relevant Change Compensation Event but excludes Margin.
Development Phase Finance Interest means the incremental interest payable by Project Co under the Finance Documents, as a consequence of a delay in achieving Commercial Acceptance by the Original Date for Commercial Acceptance, that is directly attributable to the relevant Change Compensation Event. [Note: the State may consider other formulations (including where principal plus interest is paid) where it provides value for money for the State, provided that the Services Payment is adjusted accordingly and the State recovers the principal paid as early as possible after Commercial Acceptance.]
Mandatory Modification means those events for which the State must issue a Modification Order in accordance with clause 35.7.
Margin means the amount that a party charges to contribute to its off-site overheads and administrative, corporate and other like costs and profit, that are directly attributable to the relevant Change Compensation Event.
Operational Phase Force Majeure Event Costs has the meaning given in section 4.4.
Preliminaries means the additional onsite cost of administering the relevant work directly attributable to the relevant Change Compensation Event, including any additional on-site overheads, supervision management general plant (including craneage), Temporary Equipment, Temporary Works and facilities, and site based services.
Project Co Margin means the applicable fixed percentage that Project Co may charge in accordance with Table 2 (Development Phase) or Table 3 (Operational Phase) on account of Margin and as compensation for the incremental impact of the relevant Change Compensation Event on the risk profile of the Project for Project Co and additional resources required by Project Co to implement the relevant Change Compensation Event.
Prolongation Costs means:
(a) the additional Costs of:
(i) Project Co;
(ii) the D&C Contractor;
(iii) the Services Contractor,
including Preliminaries; and
(b) any Consultant Costs (to the extent not included in the Costs referred to in paragraph (a) of this definition),
that are directly attributable to a delay to achieving Acceptance as a direct result of the relevant Change Compensation Event for which Project Co is entitled to an extension of time, excluding all Margins, Agreed Margins and Development Phase Finance Interest.
Reviewing Party has the meaning given in section 10.1(d)(i).
Savings means the amount of any Base Costs and any other Costs, including any Agreed Margin and Margins, avoided or otherwise reduced or saved in accordance with this Schedule that are directly attributable to the relevant Change Compensation Event as calculated in accordance with section 5 and including any other receipts or benefits received or achieved that are directly attributable to the relevant Change Compensation Event.
Services Base Costs means:
(a) the additional Costs of or, in the calculation of Savings, Costs saved by the Services Contractor (or any other person selected as a result of a Tender Process); and
(b) any Consultant Costs,
that are directly attributable to the relevant Change Compensation Event relating to the Services (of either a one-off or recurrent nature) including all Preliminaries, but excluding all Margins and Agreed Margins (other than as expressly entitled in accordance with section 7.2(e)) and all Operational Phase Force Majeure Event Costs.
Services Margin means:
(a) subject to paragraph (b), if the Services Contractor incurs the relevant Services Base Costs or, in the calculation of Savings, saves the relevant Services Base Costs and, the applicable fixed percentage set out in Table 2 (Development Phase) or Table 3 (Operational Phase); or
(b) if a contractor (including the Services Contractor) is selected as a result of a Tender Process to undertake the Services the subject of the Change Compensation Event and incurs the relevant Services Base Costs, subject to section 7.2(n), the amount set out in the contract with that contractor for those Services on account of Margin.
Table means a table in this Schedule.
Tender Process means a tender process carried out in accordance with section 9.