12.1 The Authorities have identified the requirement in respect of the PFI Project for Options on [insert number] Sites, ([state in which of] the Authorities' areas) and the Project Board shall use its reasonable endeavours to formulate a Site Options Appraisal to facilitate the delivery of those Options on Sites as expeditiously as possible.
12.2 The approval of the Site Options Appraisal shall be a Matter Reserved to Authorities.
12.3 Subject to the approval of the appointment of the external planning advisers pursuant to Milestone 2, the Project Director shall procure that the external planning advisers shall identify potential Sites for the PFI Project and shall report to the Project Director in respect of each potential Site so identified.
12.4 The Project Director shall report to the Project Board in respect of the potential Sites identified by the external planning advisers as referred to in Clause 12.2 (Sites).
12.5 Where the external planning advisers are unable to identify appropriate potential Sites, the provisions of the Site Options Appraisal shall apply to enable the Authorities to agree an alternative location for the Sites.
12.6 Subject to the Authorities approving acquisition of Options and/or Sites in accordance with Milestone 5, the Authorities shall equally participate in the financing of the acquisition of these Options and/or Sites. The respective contributions of the Authorities will be re-evaluated at financial close before the Project Agreement is entered into, and the contribution of each Authority to these Options and/or Sites will be adjusted to be proportionate to their tonnages of residual waste which are to be subject to the Project Agreement at its commencement, and if the Authorities do not use all the Sites then in proportions which accord with their usage in tonnage.
12.7 It shall be the responsibility of the Project Director to have overall management, through the Project Team, of the acquisition of such Options and/or Sites.
12.8 Each Option and/or Site shall be acquired by that Authority in whose area the property identified for that Site is located ("Acquiring Party"). The other Authorities shall be the "Contributing Parties" for the Option and/or Site and shall pay to the Acquiring Party a pro rata contribution of the cost of acquiring and/or securing the relevant Option/and or Site. An Acquiring Party shall be prepared to use their powers under the Acquisition of Land Act 1981. The Acquiring Party will hold the property on trust for the benefit of all the Authorities
12.9 If an Authority withdraws from the Project during the Procurement Milestones (whether pursuant to Clause 15 (Withdrawal during the Procurement Exercise) or otherwise) or is a Defaulter and this Agreement is terminated in respect of that Authority in accordance with Clause 18.2 (Termination), the provisions of Clauses 12.9 and 12.10 (Sites) shall apply.
12.10 Where the Authority referred to in Clause 12.9 (Sites) is an Acquiring Party of an Option and/or Site, the Acquiring Party and the Contributing Parties for that Site shall jointly procure that an assessment of the Open Market Value of such Site shall be carried out within thirty (30) Business Days of either the Authority's decision to withdraw from the project or the date on which notice is given to an Authority that it is a Defaulter in accordance with the provisions of Clause 18.2 (Termination) and the Contributing Parties shall at their discretion following receipt of such assessment decide whether the Acquiring Party shall:
12.10.1 Sell the Option and/or Site, in which case the Acquiring Party shall (on completion of the sale) repay to the Contributing Parties the same proportion of the proceeds of sale in percentage terms as it contributed to the Original Price; or
12.10.2 Transfer the Site to the Contributing Parties, in which case the Contributing Parties shall pay to the Acquiring Party an amount equal to the same proportion of the Open Market Value as it contributed to the Original Price.
12.11 Where the Authority referred to in Clause 12.9 (Sites) is a Contributing Party to an Option and/or Site, the Authority shall notify the Acquiring Party of those Option(s) and/or Site(s) in respect of which such Authority is a Contributing Party as to whether that Authority requires to have its Contribution(s) repaid. If the Authority does so require its Contribution(s) to be repaid, the Acquiring and Contributing Authorities shall jointly procure that an assessment of the Open Market Value of such Option(s) and /or Site(s) shall be carried out and the Acquiring Party of that Option and/or Site shall within ninety (90) Business Days of such assessment being carried out pay to the Contributing Party the proportion of the Open Market Value (as determined by such jointly procured assessment), in percentage terms as it contributed to the Original Price and such payment shall extinguish any and all claims or rights that the Contributing Party may have in respect of such Option(s) and/or Site(s).]
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3 Clauses 12.1- 12.8 will not be required where this Agreement is entered into post OJEU as Options/ Sites would have been acquired.