Accounting Period

means those periods set out in Schedule 6 (Accounting Periods); as may be amended from time to time in accordance with this Agreement;

Acquiring Party

means the relevant Authority named in Schedule 4 and as referred to in Clause 12.8;

Authority

means X, Y and Z Councils and "Authorities" shall mean all or any of them as the context so permits;

Bidder

means any person who responds to the OJEU Notice relating to the PFI Project;

Business Day

means any day other than a Saturday or Sunday or a public or bank holiday in England;

CIWM

means the Chartered Institute of Waste Management;

Commencement Date

means the date of this Agreement;

Confidential Information

means all know-how and other information whether commercial, financial, technical or otherwise relating to the business, affairs or methods of the Authorities, which is contained in or discernible in any form whatsoever (including without limitation software, data, drawings, films, documents and computer-readable media) whether or not marked or designated as confidential or proprietary or which is disclosed orally or by demonstration and which is described at the time of disclosure as confidential or is clearly so from its content or the context of disclosure;

Contributing Parties

means the relevant Authorities named in Schedule 4;

Decision Period

means the period of fifteen (15) Business Days commencing on the date of the relevant Break Point or such other time as is unanimously agreed by the Authorities;

Defaulter

has the meaning given in Clause 18.2 (Termination);

DPA

means the Data Protection Act 1998;

EIR

means the Environmental Information Regulations 2004 together with the Code of Practice issued by DEFRA as amended/ reissued from time to time

EU Procurement Regime

means the Public Contracts Regulations 2006;

FOIA

means the Freedom of Information Act 2000 and any subordinate legislation (as defined in section 84 of the Freedom of Information Act 2000) made under the Freedom of Information Act 2000 from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such Act;

Heads of Terms

means the heads of terms relating to the Second Inter Authority Agreement set out in Schedule 5 (Heads of Terms);

Intellectual Property

means any and all patents, trade marks, trade names, copyright, moral rights, rights in design, rights in databases, know-how and all or other intellectual property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to them and the right to apply for registration of them;

[Joint Leaders and/or Members Meeting]

means the meetings (comprising the elected mayor and/or respective council leaders) which provide a mechanism to achieve political consensus at a high level prior to the submission of any high level recommendations1 to the respective executives across the three authorities;

Joint Sites

means the joint sites listed in Schedule 4 (Sites);

Key Procurement Functions

means those actions identified as Key Procurement Functions in the first column of the table set out in Schedule 1 (Procurement Milestones);

LATS

means the Landfill Allowance Trading Scheme;

Lead Authority

means X Council;

Material

means all data, text, graphics, images and other materials or documents created, used or supplied by an Authority in connection with this Agreement (unless before the first use or supply, the Authority notifies the others that the data, text supplied by it is not to be covered by this definition);

Matter Reserved to Authorities

means those actions, matters and/or functions identified as such in the fourth column in the table set out in Schedule 1 (Procurement Milestones);

Non-Defaulting Parties

has the meaning given in Clause 18.2 (Termination);

OJEU Notice

means the notice advertising the PFI Project placed in the Official Journal of the European Union;

Open Market Value

means the best price at which the Site in question might reasonably be expected to have been disposed of unconditionally for cash consideration at the relevant time assuming:

(a) a willing seller;

(b) that, prior to the relevant time, there has been a reasonable period for the proper marketing of such Site and for the agreement of price and terms for completion of the disposal of such Site;

(c) the state of the market, levels of values and other circumstances are on any earlier assumed date of exchange of contracts, the same as at the relevant time;

(d) the relevant Authority has good and marketable title to such Site;

(e) all necessary consents for any building or other works at such Site have been obtained and such Site can be lawfully used;

(f) any damage to such Site caused by any insured risk has been made good,

and otherwise taking into account of the actual circumstances as shall exist at the time;

Original Price

means the purchase price paid by the relevant Authority or Contributing Parties in respect of the purchase of a Site;

Outline Business Case

means the outline business case in relation to the PFI Project;

PFI Project

has the meaning given in Recital (A);

Procurement Milestones

means the procurement stages set out in Schedule 1 to be carried out in order to procure the PFI Project and as may be amended from time to time by the Authorities in accordance with the terms of this Agreement;

Project

means the procurement process set out in the Procurement Milestones to be carried out by or on behalf of the Authorities with the intention of appointing a preferred bidder for the PFI Project including negotiating and agreeing with such preferred bidder the contract documentation necessary to secure the delivery by the Provider of the PFI Project;

Project Agreement

means the Project Agreement to be entered into between the Authorities and the Provider relating to the PFI Project;

Project Board

has the meaning given in Clause 7.1 (Project Board);

Project Board Matters

means those actions, matters and functions identified as such in the third column of the table set out in Schedule 1 (Procurement Milestones);

Project Director

means the person identified as such in Schedule 3 (Project Team) or any replacement of him;

Project Manager

means the person identified as such in Schedule 3 (Project Team) or any replacement of him;

Project Office

means the offices of the Project Director;

Project Team

Subject to Clause 9.4 means the team formed pursuant to the provisions of Clause 9.1 (Project Team) the original members of which are listed in Schedule 3 (Project Team), for the purpose of assisting to deliver the Project;

Provider

means the private sector partner to be party to the Project Agreement;

Quarter

means each period of three calendar months (or part thereof), the first such period commencing on the Commencement Date;

Residual Waste Treatment Facilities

means facilities designed for processing residual waste, waste being defined in the Waste and Emissions Trading Act 2003;

RPIX

means the Retail Prices Index (excluding mortgage interest rates) as published by the Office for National Statistics from time to time ("the Index"), or failing such publication or in the event of a fundamental change to the index, such other index as the parties may agree or such adjustments to the index as the parties may agree (in each case with the intention of putting the parties in no better nor worse position than they would have been in had the index not ceased to be published or the relevant fundamental change not made) or, in the event that no such agreement is reached, as may be determined in accordance with the dispute resolution procedure set out in Clause 17 (Dispute Resolution);

Second Inter Authority Agreement

has the meaning given in recital (D);

Services

means the services to be provided by the Provider pursuant to and defined by the Project Agreement;

Sites

means those pieces of land where an Option is to be secured for the Project on which it is intended that a new residual waste facility may be situated;

Site Options Appraisal

means the appraisal which sets out the methodology for an options appraisal for delivery of the required Sites into the Project at a time and on terms which are most likely to ensure Project deliverability whilst achieving best value for the Authorities;

Unitary Charge

means the payment due under the Project Agreement; and

WIDP

means the Waste Infrastructure Delivery Programme.