(a) The Third Party Costs must not include any amounts payable as an Augmentation Process Fee or that would be payable by Project Co or a Project Co Associate during the Term notwithstanding the Augmentation.
(b) Third Party Costs will typically include consultant costs and must not include any Key Subcontractor costs or Tenderer costs except where agreed by the State and where:
(i) the Augmentation requires significant investment by Key Subcontractors or Tenderers; and
(ii) payment of such Third Party Costs will deliver demonstrable value for money to the State.
(c) The Proponents must prepare a detailed budget for the Third Party Costs to be included in the Augmentation Process Deed including details of the budget allocated to the relevant third party.
(d) The Augmentation Process Deed must include separate caps on the amount payable by the State for:
(i) Design Fees (Design Fees Cap); and
(ii) Advisor Fees,
that must not be exceeded (each a Third Party Cost Cap).
(e) Each Third Party Cost Cap can only be adjusted for material changes to the proposed Augmentation made by the State after the execution of the Augmentation Process Deed that are the equivalent of Modifications under this Deed and require material additional resourcing by the relevant third party and then only by an amount agreed by the State acting reasonably.
(f) The Proponents must not make, and must procure that no Proponent Associate makes, any Claim against the State or any State Associate for any Design Fees or Advisor Fees incurred by any of them:
(i) in connection with the Augmentation for the period prior to Contract Close in excess of the relevant Third Party Cost Cap; or
(ii) other than in accordance with section 9.3(g) or 9.3(h) (as applicable).
(g) If the State agrees to pay the Proponents for Design Fees, unless otherwise expressly provided in the Augmentation Process Deed, the State will only pay Design Fees:
(i) upon achievement of certain agreed Milestones to incentivise the achievement of those Milestones, provided that:
A. any agreed Milestone payment in respect of Design Fees must be subject to an agreed maximum or capped amount; and
B. the State has received value for money for any such payment, including the licence granted to the State respect of any Intellectual Property Rights in the Proponent Augmentation Material in accordance with section 19; or
(ii) on termination of the Augmentation Process Deed prior to Contract Close in accordance with section 18.4 or 18.5 (as applicable).
(h) If the State agrees to pay the Proponents for Advisor Fees, unless otherwise expressly provided in the Augmentation Process Deed, the State will only pay Advisor Fees on termination of the Augmentation Process Deed prior to Contract Close in accordance with section 18.5.
(i) Third Party Costs must not include any amounts that should be included in the Augmentation Management Fee or Augmentation Process Fee.
(j) Third Party Costs will not be payable on Contract Close as it is the State's expectation that any such costs, to the extent not already paid, will be included as part of the Final Augmentation Proposal provided by the Proponent. Any Third Party Costs included as part of the Final Augmentation Proposal provided by the Proponent must not exceed the balance of the relevant Third Party Cost Cap (taking into account any Third Party Costs already paid).