(a) Except as otherwise expressly provided in an Augmentation Process Deed, none of the Proponents or the Proponent Associates are entitled to make any Claim against the State or any State Associate in connection with the Augmentation Process or any Augmentation including for payment for any costs or expenses incurred in connection with the Augmentation Process or any Augmentation.
(b) The State may agree to pay one of Project Co, a Proponent, or a management company used by the Proponents for its internal costs properly and reasonably incurred in managing the Augmentation Process (the Augmentation Process Fee), provided that if Project Co or the Management Services Contractor is managing the Augmentation Process, the Augmentation Process Fee may only be an amount that represents the material additional resources to those identified in the relevant Bid Project Plans that are required by Project Co or the Management Services Contractor (as applicable) to manage the Augmentation Process.
(c) Any Augmentation Process Fee payable by the State must be set out in the Augmentation Process Deed.
(d) The State may agree to reimburse:
(i) design fees and other third party fees as agreed by the State on the basis that the service provided by the relevant third party will result in the State obtaining valuable Material which may be used by the State (Design Fees); and
(ii) professional advisor fees and any other third party fees not contemplated in section 9.1(d)(i) (Advisor Fees),
that are properly and reasonably incurred, payable by any of the Proponents and are directly attributable to the Augmentation Process including preparation of the Augmentation Proposal (together, Third Party Costs).
(e) Any Third Party Costs payable to any of the Proponents must be set out in the Augmentation Process Deed.
(f) Subject to sections 18.5 and 18.7, the Proponents and the Proponent Associates will not be entitled to any fees, margins, contingencies, costs, expenses or returns in connection with the Augmentation Process or an Augmentation for the period prior to Contract Close other than:
(i) any Augmentation Process Fee; and
(ii) any Third Party Costs,
except to extent otherwise expressly agreed by the State.
(g) The Augmentation Process Fee and Third Party Costs will only be payable:
(i) to one Proponent (on behalf of all Proponents) rather than multiple Proponents; and
(ii) where the Proponents have:
A. diligently pursued the development of the Augmentation;
B. acted in good faith in the development of the Augmentation; and
C. taken reasonable and proper steps to develop the Augmentation.
(h) The Augmentation Process Fee and Third Party Costs must be calculated on an open book basis.