ScHEDULE 20 - Change Control Procedure

1.1 Council Change Requests

At any time, the Council may request that the Partner implements Change to the Service or this Agreement and shall use reasonable endeavours to give notice of its intention to make any such request.

1.2 Notice of Change

On requesting a Change the Council shall issue a Notice of Change to the Partner identifying the proposed Change (although the Council may withdraw it with immediate effect at any time before the issue of a Change Control Confirmation, in which case, the rights and obligations of the parties under this Agreement shall continue as if the Notice of Change had not been issued.)

1.3 The Partner 's Change Control Report

Within such reasonable period as is specified in any Notice of Change issued by the Council, the Partner shall issue to the Council a Change Control Report stating:

1.3.1 the practical effect of the Change in question;

1.3.2 the effect that the Change will have on any other Service and any additional costs to be incurred by the Partner or cost savings available to the Partner as a result of implementing the Change in question.

1.4 Change Control Confirmation

As soon as practicable after the issue and receipt of the Partner's Change Control Report, the Council and the Partner shall seek to agree the terms of the relevant Change. Where any of the matters set out in the Change Control Report is not agreed within 30 Business Days of the date of the Change Control Report, the matter shall be referred to the Dispute Resolution Procedure. Once the terms of the Change have been agreed or resolved in accordance with DPR, the Council shall issue a Change Control Confirmation which shall be deemed to be a variation of this Agreement.

1.5 Upon receipt of a Change Control Confirmation, the Partner shall commence to perform the relevant Service in accordance with the terms thereof.

1.6 The Partner shall only have the right to refuse a Change requested by the Council if the Partner reasonably considers that the Change would:

1.6.1 adversely affect the health and safety of any person to a material extent;

1.6.2 give rise to a breach of law; or

1.6.3 require the Partner to perform or procure services outside of its core business activities,

the Partner must notify the Council by Formal Notice of its refusal of any Change requested by the Council within 15 working days of receiving the Notice of Change. Such notice shall set out in detail the Partner's reasons for refusing the Change.

1.7 If the Council disagrees with the Partner's refusal to a Change, either party may refer the matter to the Dispute Resolution Procedure within 30 Business Days of receiving such notice of refusal.

1.8 If the Partner refuses a Change as requested by the Council other than for a reason as provided in Clause 1.6.1 without any liability to the Partner whatsoever the Council shall have the unrestricted right to undertake the service which was the subject of the Change in question itself or, alternatively, to contract with a third party to provide such Service.

1.9 Partner Change Requests

If the Partner wishes to introduce a change in the Services (including any change in the Specification [or the Service Delivery Plans]), it must serve a Formal Notice on the Council setting out the proposed change in sufficient detail to enable the Council to evaluate it in full and specify the Partner's reasons for proposing the change. Each such notice must also request the Council to consult with the Partner with a view to deciding whether to agree to the change and, if so, what consequential changes the Council requires as a result and indicate

1.9.1 any implications of the change to the Services or this Agreement;

1.9.2 whether a variation to the Fee is proposed (and, if so, give a detailed cost estimate of the proposed charge in a format acceptable to the Council); and

1.9.3 if there are any dates by which a decision by the Council is critical.

The Council shall evaluate the Partner's proposed change in good faith. If the Council requires, the parties shall meet and discuss the Partner's proposed change. During their discussions the Council may propose modifications or accept or reject such proposal.

1.10 If the Council accepts the Partner's suggested change (with or without modification), the relevant change shall be implemented after the Council's acceptance as soon as the Council has approved all remaining details and any documents required to amend this Agreement which are necessary to give effect to the change.

1.11 If the Council rejects the Partner's suggested change, it shall also give its reasons for such a rejection. The Council's decision shall be final.

1.12 Unless the Council's acceptance of the Partner's suggested change specifically agrees to an increase in the Fees and states the amount of that increase, there shall be no increase in the Fees as a result of the change.