Common use of High Value Change Notice Clause in Contracts

High Value Change Notice. Where the Authority wishes to propose a High Value Change, the Authority shall: submit a written request for the Contractor to produce outline proposals for any High Value Change (a High Value Change Proposal), including indicative funding proposals, setting out the maximum available capital and/or revenue the Authority is able to commit to that High Value Change (the Target Cost). identify any requirements in relation to the High Value Change that must be satisfied as part of the High Value Change Proposal (the High Value Change Requirements); and identify how the Authority shall assess whether the High Value Change Stage 2 Submission offers it value for money. The Parties may agree written protocols with express reference to this Part 4 which explain or clarify any aspects of the High Value Change approval procedure set out in this Part 4 and such protocols shall be read as if incorporated into this Part 4 (including accelerated procedures with reduced requirements for High Value Changes of relatively low values). Without prejudice to the generality of paragraph 2.2 of this Part 4, the Parties shall: within five (5) Business Days of receipt by the Contractor of any High Value Change Notice, discuss and review the nature of the High Value Change, including a discussion as to which of the items set out in paragraph 3.2 of this Part 4 are appropriate to be included within the High Value Change Proposal; and within five (5) Business Days of a High Value Change Proposal becoming a Stage 1 Approved Project, discuss and review the nature of the Stage 1 Approved Project, including a discussion as to which of the items set out in paragraph 4.3 of this Part 4 are appropriate to be included within the High Value Change Stage 2 Submission. High Value Change Proposal The Contractor shall notify the Authority in writing as soon as practicable and in any event within fifteen (15) Business Days after having received the High Value Change Notice if in its opinion and/or in the opinion of the Senior Lenders, acting pursuant to the terms of the Senior Financing Agreements, any of the circumstances outlined in paragraph 1 of this Part 4 apply. If no such notice is served, the Contractor shall (within thirty (30) Business Days of its request issued in accordance with paragraph 2 of this Part 4) submit either a High Value Change Proposal to the Authority or shall provide confirmation as to when the High Value Change Proposal will be provided to the Authority (provided that the Contractor shall use all reasonable endeavours to obtain such information as is required expeditiously). If the Authority does not believe the proposed time period from the Contractor is reasonable, the Parties shall seek to agree the time period, failing which any dispute as to what is an appropriate period for submission of the High Value Change Proposal may be referred to the Dispute Resolution Procedure. Save where agreed by the Parties to the contrary, all High Value Change Proposals will contain at least the following information in sufficient detail to enable the Authority to make an informed decision under paragraph 3.4 of this Part 4: a description of the High Value Change, with evidence of how the High Value Change meets the High Value Change Requirements; an outline of the proposed building solution and design including an appropriate analysis/risk appraisal of, in each case to the extent relevant (if at all), the preferred investment solution contemplated in terms of new build, refurbishment, whole life costings; a fixed Change Management Fee for the High Value Change; an estimated programme for submission of the High Value Change Stage 2 Submission together with the implementation of the High Value Change; whether relief from compliance with obligations is required, including the obligations of the Contractor to achieve the Start on Site Date, each Planned ICT Handover Date, each Planned Services Availability Date [to complete the Post Completion Works before the relevant Planned Post Completion Works Acceptance Date] and meet the requirements set out in the Authority’s Requirements during the implementation of the High Value Change; any impact on the provision of the Works and/or the Services; any amendment required to this Agreement and/or any Project Document, Ancillary Document or Financing Agreement as a result of the High Value Change; any Estimated Change in Project Costs that results from the High Value Change; an outline of how the Contractor proposes to finance the High Value Change; the Contractor's suggested payment schedule for the Change, based on milestones where relevant; any Necessary Consents that are required; costs and details of any other approvals required or due diligence permitted pursuant to paragraph 13 of this Part 4; the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 (Notification of Services Availability); a value for money assessment explaining why the Contractor’s proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; and if the Contractor reasonably believes that there is a substantial risk that it will not be able to obtain any necessary planning consent the High Value Change Protocol shall contain a statement to that effect along with evidence to support this belief. Liaison between the Contractor, the Authority and relevant end users In developing a High Value Change Proposal the Contractor shall liaise with the Authority and relevant end users (being such persons or organisations as the Contractor in consultation with the Authority considers appropriate). The Authority shall provide to the Contractor such information as to its requirements as the Contractor may reasonably require and shall assist the Contractor in the review of any draft designs in relation to the High Value Change Proposal. Any and all information and other input or feedback provided by the Authority to the Contractor shall, unless expressly stated otherwise by the Authority, be provided without warranty and shall be without prejudice to the Authority’s rights under this Part 4. Consideration of a High Value Change Proposal by the Authority The Authority will consider in good faith each High Value Change Proposal put forward by the Contractor and the Authority will not unreasonably withhold or delay its consent to a High Value Change Proposal. If, acting reasonably, the Authority finds that any material aspects of the High Value Change Proposal are unsatisfactory to it, it shall notify the Contractor of the same and offer reasonable assistance to the Contractor to enable it to address such deficiencies and resubmit the High Value Change Proposal as soon as reasonably practicable. If the Contractor addresses such deficiencies to the Authority's satisfaction, acting reasonably, paragraph 3.5 of this Part 4 shall apply. Authority response to a High Value Change Proposal If the Authority approves a High Value Change Proposal (subject to any amendments to it agreed with the Contractor), then it shall be a "Stage 1 Approved Project" or be referred to as having received "Stage 1 Approval", as the context requires. Contractor's costs in relation to a High Value Change Proposal that is not approved If a High Value Change Proposal submitted in accordance with this paragraph 3 does not become a Stage 1 Approved Project then the Contractor's costs in relation to the proposal shall be borne by the Contractor unless the Authority has either not responded to the High Value Change Proposal pursuant to paragraph 3.4 and/or is in material breach of its obligations under paragraph 3.4, in which case the Authority shall reimburse the Contractor's reasonable and proper costs. Stage 2 Approval Development of a High Value Change Stage 2 Submission Within ten (10) Business Days of a High Value Change Proposal having become a Stage 1 Approved Project, the Parties shall seek to agree the time period within which the Contractor shall develop the Stage 1 Approved Project into a detailed submission (the High Value Change Stage 2 Submission). If the Parties are unable to agree a reasonable time period for such submission any dispute may be referred to the Dispute Resolution Procedure. Following agreement or determination of what is an appropriate time period for submission by the Contractor of the High Value Change Stage 2 Submission pursuant to paragraph 4.1.1 of this Part 4, the Contractor shall proceed regularly and diligently to produce and submit the same to the Authority in accordance with the agreed or determined time period. Liaison between the Contractor, the Authority and relevant end users In developing a High Value Change Stage 2 Submission the Contractor shall continue to liaise with the Authority and relevant end users (being such persons or organisations as the Authority in consultation with the Contractor considers appropriate). The Authority shall provide to the Contractor such information as to its requirements necessary to enable the Contractor to submit a full and complete High Value Change Stage 2 Submission and any such other information as the Contractor may reasonably require and shall assist the Contractor in the review of any draft designs in relation to the Stage 1 Approved Project and in the development of other aspects of the High Value Change Stage 2 Submission (but not where this would involve the Authority incurring additional material expense). Any and all information and other input or feedback provided by the Authority to the Contractor shall be provided without warranty and shall be without prejudice to the Authority’s rights under this Part 4. Content requirements in relation to a High Value Change Stage 2 Submission Save where the Parties agree otherwise, in relation to the relevant Stage 1 Approved Project, the Contractor shall procure that a High Value Change Stage 2 Submission shall include (but not be limited to): draft(s) of the relevant Project Document(s) identifying (if relevant) any material changes or amendments proposed in respect of the relevant Stage 1 Approved Project, together with the reasons for any such changes or amendments proposed. This shall include full details of which provisions of the relevant Project Documents shall apply to the High Value Change so that it is implemented in equivalent manner and to an equivalent standard as required in respect of the Works and/or Services as appropriate; detailed design solutions (to RIBA Level D); appropriate plans and drawings; relevant detailed planning permissions and any other relevant planning approvals and Necessary Consents (or such lesser confirmation or information in relation to planning as may be agreed with the Authority); a proposed revised Base Case including the detailed price estimates for the Stage 1 Approved Project; an explanation (together with appropriate supporting evidence) as to why the High Value Change Stage 2 Submission meets the Approval Criteria (as defined in paragraph 4.4 of this Part 4); confirmation (or details of any requested variations to (with supporting justification)) of the Change Management Fee referred in paragraph 3.2.4 of this Part 4; the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 (Notification of Services Availability); a value for money assessment explaining why the Contractor's proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; a timetable and method statement setting out how the relevant High Value Change will be delivered which shall include (but not be limited to): proposals for the effective management of the building programme; proposals (if appropriate) for the decanting of pupils so that teaching is not disrupted; details of the Sub-Contractors together with evidence and explanation of the value testing undertaken by the Contractor in relation to the High Value Change; a completed risk register showing the potential risks identified in relation to the delivery of the High Value Change the occurrence of which are capable of adversely affecting the time for completion, cost and/or quality of the project, the probability of such risks occurring and a financial estimate of the most likely consequences of each risk occurring together with the prioritisation of all continuing risks and an action plan in respect of, and risk owners for, all risks prioritised as serious risks; any surveys and investigations and associated reports that are reasonably necessary to ascertain (in relation to Changes involving the construction of additional buildings) information as to the nature, location and condition of the relevant land (including hydrological, geological, geotechnical and sub-surface conditions) together with information relating to archaeological finds, areas of archaeological, scientific or natural interest and (in relation to the refurbishment of any existing buildings) information on the condition and quality of existing structures and, in particular, the presence of any latent defects. Approval Criteria For the purposes of this Part 4, Approval Criteria means the criteria against which any Stage 1 Approved Project is to be judged by the Authority in determining whether it achieves Stage 2 Approval. The criteria are: whether the costs of the Stage 1 Approved Project are within the Target Cost notified to the Contractor by the Authority; whether it has been demonstrated that the Stage 1 Approved Project provides value for money assessed in accordance with the measures identified by the Authority in accordance with paragraph 2.1.3 of this Part 4; whether the Authority, acting reasonably, is satisfied that the High Value Change Stage 2 Submission meets the Authority Requirements; whether any material changes or amendments to the relevant Project Document(s) as detailed pursuant to paragraph 4.3.1 of this Part 4 are acceptable to the Authority, acting reasonably; and whether the High Value Change Stage 2 Submission contains all the information required pursuant to paragraph 4.3 of this Part 4 (or as otherwise agreed by the Parties). Submission of the High Value Change Stage 2 Submission to the Authority and consideration of that submission by the Authority

High Value Change Notice. Where the An Authority wishes Change Notice for a High Value Change must: state that is refers to propose a High Value Change, the Authority shall: submit a written request for the Contractor to produce outline proposals for any High Value Change (a High Value Change Proposal), including indicative funding proposals, setting ; set out the maximum available capital and/or revenue the Authority is able to commit to that High Value Change (the “Target Cost”). ; identify any requirements in relation to of the High Value Change Authority that must be satisfied as part of the High Value Change Proposal (the “High Value Change Requirements”); and identify how the Authority shall will assess whether the High Value Change Stage 2 Submission offers it value for money. The Parties parties may agree written protocols with express reference to this Part Section 4 (High Value Changes) which explain or clarify any aspects of the High Value Change approval procedure set out in this Part Section 4 (High Value Changes) and such protocols shall be read as if incorporated into this Part Section 4 (High Value Changes) (including accelerated procedures with reduced requirements for High Value Changes of relatively low values). Without prejudice to the generality of paragraph 2.2 of this Part 4, the Parties shallThe parties must: within five (5) Business Days of receipt by the Contractor Project Co of any High Value Change Notice, discuss and review the nature of the High Value Change, including a discussion as to which of the items set out in paragraph 3.2 275.4 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Proposal; and within five (5) Business Days of a High Value Change Proposal becoming a Stage 1 Approved Project, discuss and review the nature of the Stage 1 Approved Project, including a discussion as to which of the items set out in paragraph 4.3 263.3 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Stage 2 Submission. High Value Change Proposal The Contractor shall Project Co must notify the Authority in writing as soon as practicable and in any event within fifteen (15) Business Days after having received the Authority Change Notice for a High Value Change Notice if in its opinion and/or in the opinion of the Senior Lenders, acting pursuant to the terms of the Senior Financing Agreements, it considers that any of the circumstances outlined set out in paragraph 1 paragraphs 273.5.1 to 273.5.8 of this Part Section 4 (High Value Changes) apply. If no such notice is served, the Contractor shall Project Co must (within thirty (30) Business Days of its request issued in accordance with paragraph 2 of this Part 4after having received the Authority Change Notice) either: submit either a High Value Change Proposal to the Authority; or notify the Authority or shall provide confirmation as to when the High Value Change Proposal will be provided to the Authority it (provided that the Contractor Project Co shall use all reasonable endeavours to obtain such all the information as is required that it requires, expeditiously). If Project Co notifies the Authority does not believe that it considers that one or more of the proposed time period from grounds set out in paragraphs 273.5.1 to 273.5.8 of this Section 4 (High Value Changes) apply, then unless the Contractor is reasonableparties otherwise agree, the Parties Authority shall seek be deemed to agree have withdrawn the Authority Notice of Change if it has not referred the matter to the Dispute Resolution Procedure within [twenty (20)] Business Days of receipt of Project Co’s notice. If the matter is referred to the Dispute Resolution Procedure the time period, failing which any dispute as for Project Co to what is an appropriate period for submission of provide the High Value Change Proposal shall be counted from the date of determination of that dispute if the dispute is determined in Project Co’s favour. If the Authority considers that Project Co’s proposed time for providing the High Value Change Proposal is not reasonable, the parties shall endeavour to agree the time, failing which the matter may be referred to the Dispute Resolution Procedure. Save where agreed by the Parties to the contrary, all Unless Project Co has submitted a High Value Change Proposals Proposal in accordance with paragraph 275.1.1 of this Section 4 (High Value Changes), Project Co must deliver to the Authority the High Value Change Proposal as soon as reasonably practicable and in any event within the time period agreed or determined pursuant to paragraph 275.3 of this Section 4 (High Value Changes). Unless the parties agree otherwise, a High Value Change Proposal will contain at least the following information in sufficient detail to enable the Authority to make an informed decision under paragraph 3.4 275.6 of this Part 4: Section 4 (High Value Changes): a description of the High Value Change, with evidence of how the High Value Change meets the High Value Change Requirements; an outline of the proposed building solution and design including an appropriate analysis/risk appraisal of, in each case to the extent relevant (if at all), the preferred investment solution contemplated in terms of new build, refurbishment, whole life costings; a fixed the Change Management Fee for the High Value Change, which shall be a capped fee calculated in accordance with paragraph 282 of this Section 4 (High Value Changes); details of the third party activity likely to be required by Project Co in developing a High Value Change Stage 2 Submission together with a budget (or budgets) for relative Third Party Costs; an estimated programme for submission of the High Value Change Stage 2 Submission together with and for the implementation of the High Value Change; whether any requirement for relief from compliance with obligations is requiredobligations, including the obligations of the Contractor Project Co to achieve the Start on Site Date, each Planned ICT Handover Date, each Planned Services Availability Actual Completion Date [to complete Phase Actual Completion Date] by the Post Completion Works before the Date [relevant Planned Post Phase Completion Works Acceptance Date] and meet the requirements set out in the Authority’s Construction Requirements and/or the Service Level Specification during the implementation of the High Value Change; any impact on the provision of the Works and/or the Services; any amendment required to this Agreement and/or any Project Document, Ancillary Document or Financing Agreement as a result of the High Value Change; any Estimated Change in Project Costs that results from the High Value Change; an outline of how the Contractor Project Co proposes to finance any Capital Expenditure required for the High Value Change; the ContractorProject Co's suggested payment schedule for any Capital Expenditure to be incurred in implementing the ChangeChange that is to be borne by the Authority, based on milestones where relevant; any new Necessary Consents that and/or any amendments to existing Necessary Consents which are required; costs and details of any other approvals required or due diligence permitted pursuant to paragraph 13 286 of this Part 4Section 4 (High Value Changes); the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 Clause 17 (Notification of Services AvailabilityPre-Completion Commissioning and Completion); and a value for money assessment explaining why the ContractorProject Co’s proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; and if the Contractor reasonably believes that there is a substantial risk that it will not be able to obtain any necessary planning consent the High Value Change Protocol shall contain a statement to that effect along with evidence to support this belief. Liaison between the ContractorProject Co, the Authority and relevant end users In developing a High Value Change Proposal the Contractor shall Project Co must liaise with the Authority and relevant end users (being such persons or organisations as the Contractor Project Co in consultation with the Authority considers appropriate). The Authority shall must provide to the Contractor Project Co with such information as to about its requirements as the Contractor may Project Co reasonably require requires and shall must assist the Contractor Project Co in the review of any draft designs in relation to the High Value Change Proposal. Any and all information and other input or feedback provided by the Authority to the Contractor shallProject Co, unless expressly stated otherwise by the Authority, will be provided without warranty and shall will be provided without prejudice to the Authority’s rights under this Part 4Section 4 (High Value Changes). Consideration of a High Value Change Proposal by the Authority The Authority will consider in good faith each High Value Change Proposal put forward by the Contractor Project Co and the Authority will not unreasonably withhold or delay its consent to a High Value Change Proposal. If, acting reasonably, the Authority finds that any material aspects of the High Value Change Proposal are unsatisfactory to it, it shall notify the Contractor Project Co of the same and offer reasonable assistance to the Contractor Project Co to enable it to address such deficiencies revise and resubmit the High Value Change Proposal as soon as reasonably practicable. If the Contractor addresses such deficiencies to the Authority's satisfaction, acting reasonably, paragraph 3.5 of this Part 4 shall apply. Authority response to a High Value Change Proposal If the Authority approves a High Value Change Proposal (subject to any amendments to it agreed with the Contractor), then it shall be a "Stage 1 Approved Project" or be referred to as having received "Stage 1 Approval", as the context requires. Contractor's costs in relation to a High Value Change Proposal that is not approved If a High Value Change Proposal submitted in accordance with this paragraph 3 does not become a Stage 1 Approved Project then the Contractor's costs in relation to the proposal shall be borne by the Contractor unless the Authority has either not responded to the High Value Change Proposal pursuant to paragraph 3.4 and/or is in material breach of its obligations under paragraph 3.4, in which case the Authority shall reimburse the Contractor's reasonable and proper costs. Stage 2 Approval Development of a High Value Change Stage 2 Submission Within ten (10) Business Days of a High Value Change Proposal having become a Stage 1 Approved Project, the Parties shall seek to agree the time period within which the Contractor shall develop the Stage 1 Approved Project into a detailed submission (the High Value Change Stage 2 Submission). If the Parties are unable to agree a reasonable time period for such submission any dispute may be referred to the Dispute Resolution Procedure. Following agreement or determination of what is an appropriate time period for submission by the Contractor of the High Value Change Stage 2 Submission pursuant to paragraph 4.1.1 of this Part 4, the Contractor shall proceed regularly and diligently to produce and submit the same to the Authority in accordance with the agreed or determined time period. Liaison between the Contractor, the Authority and relevant end users In developing a High Value Change Stage 2 Submission the Contractor shall continue to liaise with the Authority and relevant end users (being such persons or organisations as the Authority in consultation with the Contractor considers appropriate). The Authority shall provide to the Contractor such information as to its requirements necessary to enable the Contractor to submit a full and complete High Value Change Stage 2 Submission and any such other information as the Contractor may reasonably require and shall assist the Contractor in the review of any draft designs in relation to the Stage 1 Approved Project and in the development of other aspects of the High Value Change Stage 2 Submission (but not where this would involve the Authority incurring additional material expense). Any and all information and other input or feedback provided by the Authority to the Contractor shall be provided without warranty and shall be without prejudice to the Authority’s rights under this Part 4. Content requirements in relation to a High Value Change Stage 2 Submission Save where the Parties agree otherwise, in relation to the relevant Stage 1 Approved Project, the Contractor shall procure that a High Value Change Stage 2 Submission shall include (but not be limited to): draft(s) of the relevant Project Document(s) identifying (if relevant) any material changes or amendments proposed in respect of the relevant Stage 1 Approved Project, together with the reasons for any such changes or amendments proposed. This shall include full details of which provisions of the relevant Project Documents shall apply to the High Value Change so that it is implemented in equivalent manner and to an equivalent standard as required in respect of the Works and/or Services as appropriate; detailed design solutions (to RIBA Level D); appropriate plans and drawings; relevant detailed planning permissions and any other relevant planning approvals and Necessary Consents (or such lesser confirmation or information in relation to planning as may be agreed with the Authority); a proposed revised Base Case including the detailed price estimates for the Stage 1 Approved Project; an explanation (together with appropriate supporting evidence) as to why the High Value Change Stage 2 Submission meets the Approval Criteria (as defined in paragraph 4.4 of this Part 4); confirmation (or details of any requested variations to (with supporting justification)) of the Change Management Fee referred in paragraph 3.2.4 of this Part 4; the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 (Notification of Services Availability); a value for money assessment explaining why the Contractor's proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; a timetable and method statement setting out how the relevant High Value Change will be delivered which shall include (but not be limited to): proposals for the effective management of the building programme; proposals (if appropriate) for the decanting of pupils so that teaching is not disrupted; details of the Sub-Contractors together with evidence and explanation of the value testing undertaken by the Contractor in relation to the High Value Change; a completed risk register showing the potential risks identified in relation to the delivery of the High Value Change the occurrence of which are capable of adversely affecting the time for completion, cost and/or quality of the project, the probability of such risks occurring and a financial estimate of the most likely consequences of each risk occurring together with the prioritisation of all continuing risks and an action plan in respect of, and risk owners for, all risks prioritised as serious risks; any surveys and investigations and associated reports that are reasonably necessary to ascertain (in relation to Changes involving the construction of additional buildings) information as to the nature, location and condition of the relevant land (including hydrological, geological, geotechnical and sub-surface conditions) together with information relating to archaeological finds, areas of archaeological, scientific or natural interest and (in relation to the refurbishment of any existing buildings) information on the condition and quality of existing structures and, in particular, the presence of any latent defects. Approval Criteria For the purposes of this Part 4, Approval Criteria means the criteria against which any Stage 1 Approved Project is to be judged by the Authority in determining whether it achieves Stage 2 Approval. The criteria are: whether the costs of the Stage 1 Approved Project are within the Target Cost notified to the Contractor by the Authority; whether it has been demonstrated that the Stage 1 Approved Project provides value for money assessed in accordance with the measures identified by the Authority in accordance with paragraph 2.1.3 of this Part 4; whether the Authority, acting reasonably, is satisfied that the High Value Change Stage 2 Submission meets the Authority Requirements; whether any material changes or amendments to the relevant Project Document(s) as detailed pursuant to paragraph 4.3.1 of this Part 4 are acceptable to the Authority, acting reasonably; and whether the High Value Change Stage 2 Submission contains all the information required pursuant to paragraph 4.3 of this Part 4 (or as otherwise agreed by the Parties). Submission of the High Value Change Stage 2 Submission to the Authority and consideration of that submission by the Authority.

High Value Change Notice. Where the An Authority wishes Change Notice for a High Value Change must: state that is refers to propose a High Value Change, the Authority shall: submit a written request for the Contractor to produce outline proposals for any High Value Change (a High Value Change Proposal), including indicative funding proposals, setting ; set out the maximum available capital and/or revenue the Authority is able to commit to that High Value Change (the “Target Cost”). ; identify any requirements in relation to of the High Value Change Authority that must be satisfied as part of the High Value Change Proposal (the “High Value Change Requirements”); and identify how the Authority shall will assess whether the High Value Change Stage 2 Submission offers it value for money. The Parties parties may agree written protocols with express reference to this Part Section 4 (High Value Changes) which explain or clarify any aspects of the High Value Change approval procedure set out in this Part Section 4 (High Value Changes) and such protocols shall be read as if incorporated into this Part Section 4 (High Value Changes) (including accelerated procedures with reduced requirements for High Value Changes of relatively low values). Without prejudice to the generality of paragraph 2.2 of this Part 4, the Parties shallThe parties must: within five (5) Business Days of receipt by the Contractor DBFM Co of any High Value Change Notice, discuss and review the nature of the High Value Change, including a discussion as to which of the items set out in paragraph 3.2 3.4 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Proposal; and within five (5) Business Days of a High Value Change Proposal becoming a Stage 1 Approved Project, discuss and review the nature of the Stage 1 Approved Project, including a discussion as to which of the items set out in paragraph 4.3 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Stage 2 Submission. High Value Change Proposal The Contractor shall DBFM Co must notify the Authority in writing as soon as practicable and in any event within fifteen (15) Business Days after having received the Authority Change Notice for a High Value Change Notice if in its opinion and/or in the opinion of the Senior Lenders, acting pursuant to the terms of the Senior Financing Agreements, it considers that any of the circumstances outlined set out in paragraph 1 paragraphs 1.2.1 to 1.2.8 of this Part Section 4 (High Value Changes) apply. If no such notice is served, the Contractor shall DBFM Co must (within thirty (30) Business Days of its request issued in accordance with paragraph 2 of this Part 4after having received the Authority Change Notice) either: submit either a High Value Change Proposal to the Authority; or notify the Authority or shall provide confirmation as to when the High Value Change Proposal will be provided to the Authority it (provided that the Contractor DBFM Co shall use all reasonable endeavours to obtain such all the information as is required that it requires, expeditiously). If DBFM Co notifies the Authority does not believe that it considers that one or more of the proposed time period from grounds set out in paragraphs 1.2.1 to 1.2.8 of this Section 4 (High Value Changes) apply, then unless the Contractor is reasonableparties otherwise agree, the Parties Authority shall seek be deemed to agree have withdrawn the Authority Notice of Change if it has not referred the matter to the Dispute Resolution Procedure within [twenty (20)] Business Days of receipt of DBFM Co’s notice. If the matter is referred to the Dispute Resolution Procedure the time period, failing which any dispute as for DBFM Co to what is an appropriate period for submission of provide the High Value Change Proposal shall be counted from the date of determination of that dispute if the dispute is determined in DBFM Co’s favour. If the Authority considers that DBFM Co’s proposed time for providing the High Value Change Proposal is not reasonable, the parties shall endeavour to agree the time, failing which the matter may be referred to the Dispute Resolution Procedure. Save where agreed by the Parties to the contrary, all Unless DBFM Co has submitted a High Value Change Proposals Proposal in accordance with paragraph 3.1.1 of this Section 4 (High Value Changes), DBFM Co must deliver to the Authority the High Value Change Proposal as soon as reasonably practicable and in any event within the time period agreed or determined pursuant to paragraph 3.3 of this Section 4 (High Value Changes). Unless the parties agree otherwise, a High Value Change Proposal will contain at least the following information in sufficient detail to enable the Authority to make an informed decision under paragraph 3.4 3.6 of this Part 4: Section 4 (High Value Changes): a description of the High Value Change, with evidence of how the High Value Change meets the High Value Change Requirements; an outline of the proposed building solution and design including an appropriate analysis/risk appraisal of, in each case to the extent relevant (if at all), the preferred investment solution contemplated in terms of new build, refurbishment, whole life costings; a fixed the Change Management Fee for the High Value Change, which shall be a capped fee calculated in accordance with paragraph 10 of this Section 4 (High Value Changes); details of the third party activity likely to be required by DBFM Co in developing a High Value Change Stage 2 Submission together with a budget (or budgets) for relative Third Party Costs; an estimated programme for submission of the High Value Change Stage 2 Submission together with and for the implementation of the High Value Change; whether any requirement for relief from compliance with obligations is requiredobligations, including the obligations of the Contractor DBFM Co to achieve the Start on Site Date, each Planned ICT Handover Date, each Planned Services Availability Actual Completion Date by the Completion Date [to complete the Post Phase Actual Completion Works before Date by the relevant Planned Post Phase Completion Works Acceptance Date] and meet the requirements set out in the Authority’s Construction Requirements and/or the Service Level Specification during the implementation of the High Value Change; any impact on the provision of the Works and/or the Services; any amendment required to this Agreement and/or any Project Document, Ancillary Document or Financing Agreement as a result of the High Value Change; any Estimated Change in Project Costs that results from the High Value Change; an outline of how the Contractor DBFM Co proposes to finance any Capital Expenditure required for the High Value Change; the ContractorDBFM Co's suggested payment schedule for any Capital Expenditure to be incurred in implementing the ChangeChange that is to be borne by the Authority, based on milestones where relevant; any Necessary new Consents that and/or any amendments to existing Consents which are required; costs and details of any other approvals required or due diligence permitted pursuant to paragraph 13 14 of this Part 4Section 4 (High Value Changes); the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 Clause 17 (Notification of Services AvailabilityPre-Completion Commissioning and Completion); and a value for money assessment explaining why the ContractorDBFM Co’s proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; and if the Contractor reasonably believes that there is a substantial risk that it will not be able to obtain any necessary planning consent the High Value Change Protocol shall contain a statement to that effect along with evidence to support this belief. Liaison between the ContractorDBFM Co, the Authority and relevant end users In developing a High Value Change Proposal the Contractor shall DBFM Co must liaise with the Authority and relevant end users (being such persons or organisations as the Contractor DBFM Co in consultation with the Authority considers appropriate). The Authority shall must provide to the Contractor DBFM Co with such information as to about its requirements as the Contractor may DBFM Co reasonably require requires and shall must assist the Contractor DBFM Co in the review of any draft designs in relation to the High Value Change Proposal. Any and all information and other input or feedback provided by the Authority to the Contractor shallDBFM Co, unless expressly stated otherwise by the Authority, will be provided without warranty and shall will be provided without prejudice to the Authority’s rights under this Part 4Section 4 (High Value Changes). Consideration of a High Value Change Proposal by the Authority The Authority will consider in good faith each High Value Change Proposal put forward by the Contractor DBFM Co and the Authority will not unreasonably withhold or delay its consent to a High Value Change Proposal. If, acting reasonably, the Authority finds that any material aspects of the High Value Change Proposal are unsatisfactory to it, it shall notify the Contractor DBFM Co of the same and offer reasonable assistance to the Contractor DBFM Co to enable it to address such deficiencies revise and resubmit the High Value Change Proposal as soon as reasonably practicable. If the Contractor addresses such deficiencies to the Authority's satisfaction, acting reasonably, paragraph 3.5 of this Part 4 shall apply. Authority response to a High Value Change Proposal If the Authority approves a High Value Change Proposal (subject to any amendments to it agreed with the Contractor), then it shall be a "Stage 1 Approved Project" or be referred to as having received "Stage 1 Approval", as the context requires. Contractor's costs in relation to a High Value Change Proposal that is not approved If a High Value Change Proposal submitted in accordance with this paragraph 3 does not become a Stage 1 Approved Project then the Contractor's costs in relation to the proposal shall be borne by the Contractor unless the Authority has either not responded to the High Value Change Proposal pursuant to paragraph 3.4 and/or is in material breach of its obligations under paragraph 3.4, in which case the Authority shall reimburse the Contractor's reasonable and proper costs. Stage 2 Approval Development of a High Value Change Stage 2 Submission Within ten (10) Business Days of a High Value Change Proposal having become a Stage 1 Approved Project, the Parties shall seek to agree the time period within which the Contractor shall develop the Stage 1 Approved Project into a detailed submission (the High Value Change Stage 2 Submission). If the Parties are unable to agree a reasonable time period for such submission any dispute may be referred to the Dispute Resolution Procedure. Following agreement or determination of what is an appropriate time period for submission by the Contractor of the High Value Change Stage 2 Submission pursuant to paragraph 4.1.1 of this Part 4, the Contractor shall proceed regularly and diligently to produce and submit the same to the Authority in accordance with the agreed or determined time period. Liaison between the Contractor, the Authority and relevant end users In developing a High Value Change Stage 2 Submission the Contractor shall continue to liaise with the Authority and relevant end users (being such persons or organisations as the Authority in consultation with the Contractor considers appropriate). The Authority shall provide to the Contractor such information as to its requirements necessary to enable the Contractor to submit a full and complete High Value Change Stage 2 Submission and any such other information as the Contractor may reasonably require and shall assist the Contractor in the review of any draft designs in relation to the Stage 1 Approved Project and in the development of other aspects of the High Value Change Stage 2 Submission (but not where this would involve the Authority incurring additional material expense). Any and all information and other input or feedback provided by the Authority to the Contractor shall be provided without warranty and shall be without prejudice to the Authority’s rights under this Part 4. Content requirements in relation to a High Value Change Stage 2 Submission Save where the Parties agree otherwise, in relation to the relevant Stage 1 Approved Project, the Contractor shall procure that a High Value Change Stage 2 Submission shall include (but not be limited to): draft(s) of the relevant Project Document(s) identifying (if relevant) any material changes or amendments proposed in respect of the relevant Stage 1 Approved Project, together with the reasons for any such changes or amendments proposed. This shall include full details of which provisions of the relevant Project Documents shall apply to the High Value Change so that it is implemented in equivalent manner and to an equivalent standard as required in respect of the Works and/or Services as appropriate; detailed design solutions (to RIBA Level D); appropriate plans and drawings; relevant detailed planning permissions and any other relevant planning approvals and Necessary Consents (or such lesser confirmation or information in relation to planning as may be agreed with the Authority); a proposed revised Base Case including the detailed price estimates for the Stage 1 Approved Project; an explanation (together with appropriate supporting evidence) as to why the High Value Change Stage 2 Submission meets the Approval Criteria (as defined in paragraph 4.4 of this Part 4); confirmation (or details of any requested variations to (with supporting justification)) of the Change Management Fee referred in paragraph 3.2.4 of this Part 4; the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 (Notification of Services Availability); a value for money assessment explaining why the Contractor's proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; a timetable and method statement setting out how the relevant High Value Change will be delivered which shall include (but not be limited to): proposals for the effective management of the building programme; proposals (if appropriate) for the decanting of pupils so that teaching is not disrupted; details of the Sub-Contractors together with evidence and explanation of the value testing undertaken by the Contractor in relation to the High Value Change; a completed risk register showing the potential risks identified in relation to the delivery of the High Value Change the occurrence of which are capable of adversely affecting the time for completion, cost and/or quality of the project, the probability of such risks occurring and a financial estimate of the most likely consequences of each risk occurring together with the prioritisation of all continuing risks and an action plan in respect of, and risk owners for, all risks prioritised as serious risks; any surveys and investigations and associated reports that are reasonably necessary to ascertain (in relation to Changes involving the construction of additional buildings) information as to the nature, location and condition of the relevant land (including hydrological, geological, geotechnical and sub-surface conditions) together with information relating to archaeological finds, areas of archaeological, scientific or natural interest and (in relation to the refurbishment of any existing buildings) information on the condition and quality of existing structures and, in particular, the presence of any latent defects. Approval Criteria For the purposes of this Part 4, Approval Criteria means the criteria against which any Stage 1 Approved Project is to be judged by the Authority in determining whether it achieves Stage 2 Approval. The criteria are: whether the costs of the Stage 1 Approved Project are within the Target Cost notified to the Contractor by the Authority; whether it has been demonstrated that the Stage 1 Approved Project provides value for money assessed in accordance with the measures identified by the Authority in accordance with paragraph 2.1.3 of this Part 4; whether the Authority, acting reasonably, is satisfied that the High Value Change Stage 2 Submission meets the Authority Requirements; whether any material changes or amendments to the relevant Project Document(s) as detailed pursuant to paragraph 4.3.1 of this Part 4 are acceptable to the Authority, acting reasonably; and whether the High Value Change Stage 2 Submission contains all the information required pursuant to paragraph 4.3 of this Part 4 (or as otherwise agreed by the Parties). Submission of the High Value Change Stage 2 Submission to the Authority and consideration of that submission by the Authority.

High Value Change Notice. Where the An Authority wishes Change Notice for a High Value Change must: state that is refers to propose a High Value Change, the Authority shall: submit a written request for the Contractor to produce outline proposals for any High Value Change (a High Value Change Proposal), including indicative funding proposals, setting ; set out the maximum available capital and/or revenue the Authority is able to commit to that High Value Change (the “Target Cost”). ; identify any requirements in relation to of the High Value Change Authority that must be satisfied as part of the High Value Change Proposal (the “High Value Change Requirements”); and identify how the Authority shall will assess whether the High Value Change Stage 2 Submission offers it value for money. The Parties parties may agree written protocols with express reference to this Part Section 4 (High Value Changes) which explain or clarify any aspects of the High Value Change approval procedure set out in this Part Section 4 (High Value Changes) and such protocols shall be read as if incorporated into this Part Section 4 (High Value Changes) (including accelerated procedures with reduced requirements for High Value Changes of relatively low values). Without prejudice to the generality of paragraph 2.2 of this Part 4, the Parties shallThe parties must: within five (5) Business Days of receipt by the Contractor Sub-hubco of any High Value Change Notice, discuss and review the nature of the High Value Change, including a discussion as to which of the items set out in paragraph 3.2 3.4 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Proposal; and within five (5) Business Days of a High Value Change Proposal becoming a Stage 1 Approved Project, discuss and review the nature of the Stage 1 Approved Project, including a discussion as to which of the items set out in paragraph 4.3 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Stage 2 Submission. High Value Change Proposal The Contractor shall Sub-hubco must notify the Authority in writing as soon as practicable and in any event within fifteen (15) Business Days after having received the Authority Change Notice for a High Value Change Notice if in its opinion and/or in the opinion of the Senior Lenders, acting pursuant to the terms of the Senior Financing Agreements, it considers that any of the circumstances outlined set out in paragraph 1 paragraphs 1.2.1 to 1.2.8 of this Part Section 4 (High Value Changes) apply. If no such notice is served, the Contractor shall Sub-hubco must (within thirty (30) Business Days of its request issued in accordance with paragraph 2 of this Part 4after having received the Authority Change Notice) either: submit either a High Value Change Proposal to the Authority; or notify the Authority or shall provide confirmation as to when the High Value Change Proposal will be provided to the Authority it (provided that the Contractor Sub-hubco shall use all reasonable endeavours to obtain such all the information as is required that it requires, expeditiously). If Sub-hubco notifies the Authority does not believe that it considers that one or more of the proposed time period from grounds set out in paragraphs 1.2.1 to 1.2.8 of this Section 4 (High Value Changes) apply, then unless the Contractor is reasonableparties otherwise agree, the Parties Authority shall seek be deemed to agree have withdrawn the Authority Notice of Change if it has not referred the matter to the Dispute Resolution Procedure within [twenty (20)] Business Days of receipt of Sub-hubco’s notice. If the matter is referred to the Dispute Resolution Procedure the time period, failing which any dispute as for Sub-hubco to what is an appropriate period for submission of provide the High Value Change Proposal shall be counted from the date of determination of that dispute if the dispute is determined in Sub-hubco’s favour. If the Authority considers that Sub-hubco’s proposed time for providing the High Value Change Proposal is not reasonable, the parties shall endeavour to agree the time, failing which the matter may be referred to the Dispute Resolution Procedure. Save where agreed by the Parties to the contrary, all Unless Sub-hubco has submitted a High Value Change Proposals Proposal in accordance with paragraph 3.1.1 of this Section 4 (High Value Changes), Sub-hubco must deliver to the Authority the High Value Change Proposal as soon as reasonably practicable and in any event within the time period agreed or determined pursuant to paragraph 3.3 of this Section 4 (High Value Changes). Unless the parties agree otherwise, a High Value Change Proposal will contain at least the following information in sufficient detail to enable the Authority to make an informed decision under paragraph 3.4 3.6 of this Part 4: Section 4 (High Value Changes): a description of the High Value Change, with evidence of how the High Value Change meets the High Value Change Requirements; an outline of the proposed building solution and design including an appropriate analysis/risk appraisal of, in each case to the extent relevant (if at all), the preferred investment solution contemplated in terms of new build, refurbishment, whole life costings; a fixed the Change Management Fee for the High Value Change, which shall be a capped fee calculated in accordance with paragraph 10 of this Section 4 (High Value Changes); details of the third party activity likely to be required by Sub-hubco in developing a High Value Change Stage 2 Submission together with a budget (or budgets) for relative Third Party Costs; an estimated programme for submission of the High Value Change Stage 2 Submission together with and for the implementation of the High Value Change; whether any requirement for relief from compliance with obligations is requiredobligations, including the obligations of the Contractor Sub-hubco to achieve the Start on Site Date, each Planned ICT Handover Date, each Planned Services Availability Actual Completion Date by the Completion Date [to complete the Post Phase Actual Completion Works before Date by the relevant Planned Post Phase Completion Works Acceptance Date] and meet the requirements set out in the Authority’s Construction Requirements and/or the Service Level Specification during the implementation of the High Value Change; any impact on the provision of the Works and/or the Services; any amendment required to this Agreement and/or any Project Document, Ancillary Document or Financing Agreement as a result of the High Value Change; any Estimated Change in Project Costs that results from the High Value Change; an outline of how the Contractor Sub-hubco proposes to finance any Capital Expenditure required for the High Value Change; the ContractorSub-hubco's suggested payment schedule for any Capital Expenditure to be incurred in implementing the ChangeChange that is to be borne by the Authority, based on milestones where relevant; any new Necessary Consents that and/or any amendments to existing Necessary Consents which are required; costs and details of any other approvals required or due diligence permitted pursuant to paragraph 13 14 of this Part 4Section 4 (High Value Changes); the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 Clause 17 (Notification of Services AvailabilityPre-Completion Commissioning and Completion); and a value for money assessment explaining why the ContractorSub-hubco’s proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; and if the Contractor reasonably believes that there is a substantial risk that it will not be able to obtain any necessary planning consent the High Value Change Protocol shall contain a statement to that effect along with evidence to support this belief. Liaison between the ContractorSub-hubco, the Authority and relevant end users In developing a High Value Change Proposal the Contractor shall Sub-hubco must liaise with the Authority and relevant end users (being such persons or organisations as the Contractor Sub-hubco in consultation with the Authority considers appropriate). The Authority shall must provide to the Contractor Sub-hubco with such information as to about its requirements as the Contractor may Sub-hubco reasonably require requires and shall must assist the Contractor Sub-hubco in the review of any draft designs in relation to the High Value Change Proposal. Any and all information and other input or feedback provided by the Authority to the Contractor shallSub-hubco, unless expressly stated otherwise by the Authority, will be provided without warranty and shall will be provided without prejudice to the Authority’s rights under this Part 4Section 4 (High Value Changes). Consideration of a High Value Change Proposal by the Authority The Authority will consider in good faith each High Value Change Proposal put forward by the Contractor Sub-hubco and the Authority will not unreasonably withhold or delay its consent to a High Value Change Proposal. If, acting reasonably, the Authority finds that any material aspects of the High Value Change Proposal are unsatisfactory to it, it shall notify the Contractor Sub-hubco of the same and offer reasonable assistance to the Contractor Sub-hubco to enable it to address such deficiencies revise and resubmit the High Value Change Proposal as soon as reasonably practicable. If the Contractor addresses such deficiencies to the Authority's satisfaction, acting reasonably, paragraph 3.5 of this Part 4 shall apply. Authority response to a High Value Change Proposal If the Authority approves a High Value Change Proposal (subject to any amendments to it agreed with the Contractor), then it shall be a "Stage 1 Approved Project" or be referred to as having received "Stage 1 Approval", as the context requires. Contractor's costs in relation to a High Value Change Proposal that is not approved If a High Value Change Proposal submitted in accordance with this paragraph 3 does not become a Stage 1 Approved Project then the Contractor's costs in relation to the proposal shall be borne by the Contractor unless the Authority has either not responded to the High Value Change Proposal pursuant to paragraph 3.4 and/or is in material breach of its obligations under paragraph 3.4, in which case the Authority shall reimburse the Contractor's reasonable and proper costs. Stage 2 Approval Development of a High Value Change Stage 2 Submission Within ten (10) Business Days of a High Value Change Proposal having become a Stage 1 Approved Project, the Parties shall seek to agree the time period within which the Contractor shall develop the Stage 1 Approved Project into a detailed submission (the High Value Change Stage 2 Submission). If the Parties are unable to agree a reasonable time period for such submission any dispute may be referred to the Dispute Resolution Procedure. Following agreement or determination of what is an appropriate time period for submission by the Contractor of the High Value Change Stage 2 Submission pursuant to paragraph 4.1.1 of this Part 4, the Contractor shall proceed regularly and diligently to produce and submit the same to the Authority in accordance with the agreed or determined time period. Liaison between the Contractor, the Authority and relevant end users In developing a High Value Change Stage 2 Submission the Contractor shall continue to liaise with the Authority and relevant end users (being such persons or organisations as the Authority in consultation with the Contractor considers appropriate). The Authority shall provide to the Contractor such information as to its requirements necessary to enable the Contractor to submit a full and complete High Value Change Stage 2 Submission and any such other information as the Contractor may reasonably require and shall assist the Contractor in the review of any draft designs in relation to the Stage 1 Approved Project and in the development of other aspects of the High Value Change Stage 2 Submission (but not where this would involve the Authority incurring additional material expense). Any and all information and other input or feedback provided by the Authority to the Contractor shall be provided without warranty and shall be without prejudice to the Authority’s rights under this Part 4. Content requirements in relation to a High Value Change Stage 2 Submission Save where the Parties agree otherwise, in relation to the relevant Stage 1 Approved Project, the Contractor shall procure that a High Value Change Stage 2 Submission shall include (but not be limited to): draft(s) of the relevant Project Document(s) identifying (if relevant) any material changes or amendments proposed in respect of the relevant Stage 1 Approved Project, together with the reasons for any such changes or amendments proposed. This shall include full details of which provisions of the relevant Project Documents shall apply to the High Value Change so that it is implemented in equivalent manner and to an equivalent standard as required in respect of the Works and/or Services as appropriate; detailed design solutions (to RIBA Level D); appropriate plans and drawings; relevant detailed planning permissions and any other relevant planning approvals and Necessary Consents (or such lesser confirmation or information in relation to planning as may be agreed with the Authority); a proposed revised Base Case including the detailed price estimates for the Stage 1 Approved Project; an explanation (together with appropriate supporting evidence) as to why the High Value Change Stage 2 Submission meets the Approval Criteria (as defined in paragraph 4.4 of this Part 4); confirmation (or details of any requested variations to (with supporting justification)) of the Change Management Fee referred in paragraph 3.2.4 of this Part 4; the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 (Notification of Services Availability); a value for money assessment explaining why the Contractor's proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; a timetable and method statement setting out how the relevant High Value Change will be delivered which shall include (but not be limited to): proposals for the effective management of the building programme; proposals (if appropriate) for the decanting of pupils so that teaching is not disrupted; details of the Sub-Contractors together with evidence and explanation of the value testing undertaken by the Contractor in relation to the High Value Change; a completed risk register showing the potential risks identified in relation to the delivery of the High Value Change the occurrence of which are capable of adversely affecting the time for completion, cost and/or quality of the project, the probability of such risks occurring and a financial estimate of the most likely consequences of each risk occurring together with the prioritisation of all continuing risks and an action plan in respect of, and risk owners for, all risks prioritised as serious risks; any surveys and investigations and associated reports that are reasonably necessary to ascertain (in relation to Changes involving the construction of additional buildings) information as to the nature, location and condition of the relevant land (including hydrological, geological, geotechnical and sub-surface conditions) together with information relating to archaeological finds, areas of archaeological, scientific or natural interest and (in relation to the refurbishment of any existing buildings) information on the condition and quality of existing structures and, in particular, the presence of any latent defects. Approval Criteria For the purposes of this Part 4, Approval Criteria means the criteria against which any Stage 1 Approved Project is to be judged by the Authority in determining whether it achieves Stage 2 Approval. The criteria are: whether the costs of the Stage 1 Approved Project are within the Target Cost notified to the Contractor by the Authority; whether it has been demonstrated that the Stage 1 Approved Project provides value for money assessed in accordance with the measures identified by the Authority in accordance with paragraph 2.1.3 of this Part 4; whether the Authority, acting reasonably, is satisfied that the High Value Change Stage 2 Submission meets the Authority Requirements; whether any material changes or amendments to the relevant Project Document(s) as detailed pursuant to paragraph 4.3.1 of this Part 4 are acceptable to the Authority, acting reasonably; and whether the High Value Change Stage 2 Submission contains all the information required pursuant to paragraph 4.3 of this Part 4 (or as otherwise agreed by the Parties). Submission of the High Value Change Stage 2 Submission to the Authority and consideration of that submission by the Authority.

High Value Change Notice. Where the An Authority wishes Change Notice for a High Value Change must: state that is refers to propose a High Value Change, the Authority shall: submit a written request for the Contractor to produce outline proposals for any High Value Change (a High Value Change Proposal), including indicative funding proposals, setting ; set out the maximum available capital and/or revenue the Authority is able to commit to that High Value Change (the “Target Cost”). ; identify any requirements in relation to of the High Value Change Authority that must be satisfied as part of the High Value Change Proposal (the “High Value Change Requirements”); and identify how the Authority shall will assess whether the High Value Change Stage 2 Submission offers it value for money. The Parties parties may agree written protocols with express reference to this Part Section 4 (High Value Changes) which explain or clarify any aspects of the High Value Change approval procedure set out in this Part Section 4 (High Value Changes) and such protocols shall be read as if incorporated into this Part Section 4 (High Value Changes) (including accelerated procedures with reduced requirements for High Value Changes of relatively low values). Without prejudice to the generality of paragraph 2.2 of this Part 4, the Parties shallThe parties must: within five (5) Business Days of receipt by the Contractor Project Co of any High Value Change Notice, discuss and review the nature of the High Value Change, including a discussion as to which of the items set out in paragraph 3.2 3.4 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Proposal; and within five (5) Business Days of a High Value Change Proposal becoming a Stage 1 Approved Project, discuss and review the nature of the Stage 1 Approved Project, including a discussion as to which of the items set out in paragraph 4.3 of this Part Section 4 (High Value Changes) are appropriate to be included within the High Value Change Stage 2 Submission. High Value Change Proposal The Contractor shall Project Co must notify the Authority in writing as soon as practicable and in any event within fifteen (15) Business Days after having received the Authority Change Notice for a High Value Change Notice if in its opinion and/or in the opinion of the Senior Lenders, acting pursuant to the terms of the Senior Financing Agreements, it considers that any of the circumstances outlined set out in paragraph 1 paragraphs 1.1 to 1.8 of this Part Section 4 (High Value Changes) apply. If no such notice is served, the Contractor shall Project Co must (within thirty (30) Business Days of its request issued in accordance with paragraph 2 of this Part 4after having received the Authority Change Notice) either: submit either a High Value Change Proposal to the Authority; or notify the Authority or shall provide confirmation as to when the High Value Change Proposal will be provided to the Authority it (provided that the Contractor Project Co shall use all reasonable endeavours to obtain such all the information as is required that it requires, expeditiously). If Project Co notifies the Authority does not believe that it considers that one or more of the proposed time period from grounds set out in paragraphs 1.1 to 1.8 of this Section 4 (High Value Changes) apply, then unless the Contractor is reasonableparties otherwise agree, the Parties Authority shall seek be deemed to agree have withdrawn the Authority Notice of Change if it has not referred the matter to the Dispute Resolution Procedure within [twenty (20)] Business Days of receipt of Project Co’s notice. If the matter is referred to the Dispute Resolution Procedure the time period, failing which any dispute as for Project Co to what is an appropriate period for submission of provide the High Value Change Proposal shall be counted from the date of determination of that dispute. If the Authority considers that Project Co’s proposed time for providing the High Value Change Proposal is not reasonable, the parties shall endeavour to agree the time, failing which the matter may be referred to the Dispute Resolution Procedure. Save where agreed by the Parties to the contrary, all Unless Project Co has submitted a High Value Change Proposals Proposal in accordance with paragraph 3.1.1 of this Section 4 (High Value Changes), Project Co must deliver to the Authority the High Value Change Proposal as soon as reasonably practicable and in any event within the time period agreed or determined pursuant to paragraph 3.3 of this Section 4 (High Value Changes). Unless the parties agree otherwise, a High Value Change Proposal will contain at least the following information in sufficient detail to enable the Authority to make an informed decision under paragraph 3.4 3.6 of this Part 4: Section 4 (High Value Changes): a description of the High Value Change, with evidence of how the High Value Change meets the High Value Change Requirements; an outline of the proposed building solution and design including an appropriate analysis/risk appraisal of, in each case to the extent relevant (if at all), the preferred investment solution contemplated in terms of new build, refurbishment, whole life costings; a fixed the Change Management Fee for the High Value Change, which shall be a capped fee calculated in accordance with paragraph 10 of this Section 4 (High Value Changes); details of the third party activity likely to be required by Project Co in developing a High Value Change Stage 2 Submission together with a budget (or budgets) for relative Third Party Costs; an estimated programme for submission of the High Value Change Stage 2 Submission together with and for the implementation of the High Value Change; whether any requirement for relief from compliance with obligations is requiredobligations, including the obligations of the Contractor Project Co to achieve the Start on Site Date, each Planned ICT Handover Date, each Planned Services Availability Actual Completion Date by the Completion Date [to complete the Post an Actual Phase Completion Works before Date by the relevant Planned Post Phase Completion Works Acceptance Date] and meet the requirements set out in the Authority’s Requirements during the implementation of the High Value Change; any impact on the provision of the Works and/or the Services; any amendment required to this Agreement and/or any Project Document, Ancillary Document or Financing Agreement as a result of the High Value Change; any Estimated Change in Project Costs that results from the High Value Change; an outline of how the Contractor Project Co proposes to finance any Capital Expenditure required for the High Value Change; the ContractorProject Co's suggested payment schedule for any Capital Expenditure to be incurred in implementing the ChangeChange that is to be borne by the Authority, based on milestones where relevant; any new Necessary Consents that and/or any amendments to existing Necessary Consents which are required; costs and details of any other approvals required or due diligence permitted pursuant to paragraph 13 14 of this Part 4Section 4 (High Value Changes); the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 Clause 17 (Notification of Services AvailabilityPre-Completion Commissioning and Completion); and a value for money assessment explaining why the ContractorProject Co’s proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; and if the Contractor reasonably believes that there is a substantial risk that it will not be able to obtain any necessary planning consent the High Value Change Protocol shall contain a statement to that effect along with evidence to support this belief. Liaison between the ContractorProject Co, the Authority and relevant end users In developing a High Value Change Proposal the Contractor shall Project Co must liaise with the Authority and relevant end users (being such persons or organisations as the Contractor Project Co in consultation with the Authority considers appropriate). The Authority shall must provide to the Contractor Project Co with such information as to about its requirements as the Contractor may Project Co reasonably require requires and shall must assist the Contractor Project Co in the review of any draft designs in relation to the High Value Change Proposal. Any and all information and other input or feedback provided by the Authority to the Contractor shallProject Co, unless expressly stated otherwise by the Authority, will be provided without warranty and shall will be provided without prejudice to the Authority’s rights under this Part 4Section 4 (High Value Changes). Consideration of a High Value Change Proposal by the Authority The Authority will consider in good faith each High Value Change Proposal put forward by the Contractor Project Co and the Authority will not unreasonably withhold or delay its consent to a High Value Change Proposal. If, acting reasonably, the Authority finds that any material aspects of the High Value Change Proposal are unsatisfactory to it, it shall notify the Contractor Project Co of the same and offer reasonable assistance to the Contractor Project Co to enable it to address such deficiencies revise and resubmit the High Value Change Proposal as soon as reasonably practicable. If the Contractor addresses such deficiencies to the Authority's satisfaction, acting reasonably, paragraph 3.5 of this Part 4 shall apply. Authority response to a High Value Change Proposal If the Authority approves a High Value Change Proposal (subject to any amendments to it agreed with the Contractor), then it shall be a "Stage 1 Approved Project" or be referred to as having received "Stage 1 Approval", as the context requires. Contractor's costs in relation to a High Value Change Proposal that is not approved If a High Value Change Proposal submitted in accordance with this paragraph 3 does not become a Stage 1 Approved Project then the Contractor's costs in relation to the proposal shall be borne by the Contractor unless the Authority has either not responded to the High Value Change Proposal pursuant to paragraph 3.4 and/or is in material breach of its obligations under paragraph 3.4, in which case the Authority shall reimburse the Contractor's reasonable and proper costs. Stage 2 Approval Development of a High Value Change Stage 2 Submission Within ten (10) Business Days of a High Value Change Proposal having become a Stage 1 Approved Project, the Parties shall seek to agree the time period within which the Contractor shall develop the Stage 1 Approved Project into a detailed submission (the High Value Change Stage 2 Submission). If the Parties are unable to agree a reasonable time period for such submission any dispute may be referred to the Dispute Resolution Procedure. Following agreement or determination of what is an appropriate time period for submission by the Contractor of the High Value Change Stage 2 Submission pursuant to paragraph 4.1.1 of this Part 4, the Contractor shall proceed regularly and diligently to produce and submit the same to the Authority in accordance with the agreed or determined time period. Liaison between the Contractor, the Authority and relevant end users In developing a High Value Change Stage 2 Submission the Contractor shall continue to liaise with the Authority and relevant end users (being such persons or organisations as the Authority in consultation with the Contractor considers appropriate). The Authority shall provide to the Contractor such information as to its requirements necessary to enable the Contractor to submit a full and complete High Value Change Stage 2 Submission and any such other information as the Contractor may reasonably require and shall assist the Contractor in the review of any draft designs in relation to the Stage 1 Approved Project and in the development of other aspects of the High Value Change Stage 2 Submission (but not where this would involve the Authority incurring additional material expense). Any and all information and other input or feedback provided by the Authority to the Contractor shall be provided without warranty and shall be without prejudice to the Authority’s rights under this Part 4. Content requirements in relation to a High Value Change Stage 2 Submission Save where the Parties agree otherwise, in relation to the relevant Stage 1 Approved Project, the Contractor shall procure that a High Value Change Stage 2 Submission shall include (but not be limited to): draft(s) of the relevant Project Document(s) identifying (if relevant) any material changes or amendments proposed in respect of the relevant Stage 1 Approved Project, together with the reasons for any such changes or amendments proposed. This shall include full details of which provisions of the relevant Project Documents shall apply to the High Value Change so that it is implemented in equivalent manner and to an equivalent standard as required in respect of the Works and/or Services as appropriate; detailed design solutions (to RIBA Level D); appropriate plans and drawings; relevant detailed planning permissions and any other relevant planning approvals and Necessary Consents (or such lesser confirmation or information in relation to planning as may be agreed with the Authority); a proposed revised Base Case including the detailed price estimates for the Stage 1 Approved Project; an explanation (together with appropriate supporting evidence) as to why the High Value Change Stage 2 Submission meets the Approval Criteria (as defined in paragraph 4.4 of this Part 4); confirmation (or details of any requested variations to (with supporting justification)) of the Change Management Fee referred in paragraph 3.2.4 of this Part 4; the proposed method of certification of any construction or operational aspects of the Works or the Services required by the proposed High Value Change if not covered by the procedures specified in clause 20 (Notification of Services Availability); a value for money assessment explaining why the Contractor's proposals represent value for money taking into account both the proposed Capital Cost and Whole Life Cost; a timetable and method statement setting out how the relevant High Value Change will be delivered which shall include (but not be limited to): proposals for the effective management of the building programme; proposals (if appropriate) for the decanting of pupils so that teaching is not disrupted; details of the Sub-Contractors together with evidence and explanation of the value testing undertaken by the Contractor in relation to the High Value Change; a completed risk register showing the potential risks identified in relation to the delivery of the High Value Change the occurrence of which are capable of adversely affecting the time for completion, cost and/or quality of the project, the probability of such risks occurring and a financial estimate of the most likely consequences of each risk occurring together with the prioritisation of all continuing risks and an action plan in respect of, and risk owners for, all risks prioritised as serious risks; any surveys and investigations and associated reports that are reasonably necessary to ascertain (in relation to Changes involving the construction of additional buildings) information as to the nature, location and condition of the relevant land (including hydrological, geological, geotechnical and sub-surface conditions) together with information relating to archaeological finds, areas of archaeological, scientific or natural interest and (in relation to the refurbishment of any existing buildings) information on the condition and quality of existing structures and, in particular, the presence of any latent defects. Approval Criteria For the purposes of this Part 4, Approval Criteria means the criteria against which any Stage 1 Approved Project is to be judged by the Authority in determining whether it achieves Stage 2 Approval. The criteria are: whether the costs of the Stage 1 Approved Project are within the Target Cost notified to the Contractor by the Authority; whether it has been demonstrated that the Stage 1 Approved Project provides value for money assessed in accordance with the measures identified by the Authority in accordance with paragraph 2.1.3 of this Part 4; whether the Authority, acting reasonably, is satisfied that the High Value Change Stage 2 Submission meets the Authority Requirements; whether any material changes or amendments to the relevant Project Document(s) as detailed pursuant to paragraph 4.3.1 of this Part 4 are acceptable to the Authority, acting reasonably; and whether the High Value Change Stage 2 Submission contains all the information required pursuant to paragraph 4.3 of this Part 4 (or as otherwise agreed by the Parties). Submission of the High Value Change Stage 2 Submission to the Authority and consideration of that submission by the Authority.