65.3  Obligations

Where a claim is made or proceeds of insurance are received or are receivable under any Physical Damage Policy in respect of a single event (or a series of related events) [in respect of a Station] (the "Relevant Incident") in an amount in excess of £[**              ] (indexed):

65.3.1  the Contractor shall deliver to the Authority as soon as practicable and in any event within twenty (20) Business Days after the making of the claim a plan prepared by the Contractor  for the carrying out of the works necessary (the "Reinstatement Works") to repair, reinstate or replace (the "Reinstatement Outline") the Station(s) which is or are the subject of the relevant claim or claims in accordance with clause 65.4 (Works Carried Out).  The Reinstatement Outline shall set out:

(a)  if not the Building Contractor, the identity of the person proposed to effect the Reinstatement Works, which shall be subject to the prior written approval of the Authority; and

(b)  the proposed terms and timetable upon which the Reinstatement Works are to be effected (including the date that the Project will become fully operational), the final terms of which shall be subject to the prior written approval of the Authority (such approval not to be unreasonably withheld or delayed);

65.3.2  the Authority shall within ten (10) Business Days of receipt of the Reinstatement Outline notify the Contractor in writing that:

(a)  it is satisfied that the Reinstatement Outline will enable the Contractor to comply with its obligations to carry out the Reinstatement Works within a reasonable timetable and that the identity of any person (set out in the Reinstatement Outline) that may be appointed to effect the Reinstatement Works is approved; or

(b)  the identity of any person (set out in the Reinstatement Outline) that may be appointed to effect the Reinstatement Works is not approved together with its reasons for such non-approval in sufficient detail so as to enable the Contractor to understand the nature and extent of such non-approval and to assess whether the Authority's approval under clause 65.3.1(a) (Obligations) has been unreasonably withheld; or

(c)  the Authority does not approve the Reinstatement Outline together with its reasons for such non-approval, in sufficient detail so as to enable the Contractor to understand the nature and extent of such non-approval and to assess whether the Authority's approval under clause 65.3.1(b) (Obligations) has been unreasonably withheld; or

(d)  if the Authority does not make one (1) of the said responses within the period specified in clause 65.3.2 (Obligations) it shall be deemed to have approved the Reinstatement Outline, save where the Authority has reasonably requested any further information from the Contractor, in which case the time limit outlined in clause 65.3.2 (Obligations) will be deemed to commence upon receipt of such information by the Authority.

65.3.3  If the Authority gives notice of non-approval in accordance with clauses (b) or (c) the Contractor may amend and re-submit the Reinstatement Outline (the "Amended Reinstatement Outline") to the Authority for its reconsideration and the Authority shall give its approval or non-approval within five (5) Business Days of the submission of the Amended Reinstatement Outline to the Authority.  If the Authority does not approve the Amended Reinstatement Outline, it shall provide reasons for such non-approval in sufficient detail so as to enable the Contractor to understand the nature and extent of such non-approval and to assess whether the Authority's approval has been unreasonably withheld.

65.3.4  In the event that the Amended Reinstatement Outline or a person proposed to carry out the Reinstatement Works is not approved by the Authority in accordance with clause 65.3.3 the Contractor may submit the Amended Reinstatement Outline to the Disputes Resolution Procedure in order for it to be determined whether the Authority's approval under clause 65.3.3 (Obligations) was unreasonably withheld.

65.3.5  The Reinstatement Outline or the Amended Reinstatement Outline (as the case may be) as approved by the Authority pursuant to this clause 65 (Reinstatement and Change of Requirement after Insured Event) or as determined pursuant to the Disputes Resolution Procedure shall become the reinstatement plan (the "Reinstatement Plan").

65.3.6  The Contractor shall effect the Reinstatement Works in accordance with the Reinstatement Plan, and:

(a)  shall enter into contractual arrangements to effect the Reinstatement Works with the person(s) identified in the Reinstatement Plan;

(b)  prior to the earlier to occur of the Termination Date or the Expiry Date, any amounts standing to the credit of the Joint Insurance Account (the "Relevant Proceeds") (together with any interest accrued) may be withdrawn by the Contractor from the Joint Insurance Account as required to enable it to make payments in accordance with the terms of the contractual arrangements entered into to effect the Reinstatement Works and to meet any other reasonable costs and expenses of the Contractor for the sole purposes of funding the Reinstatement Works as to which the Authority shall operate the signing requirements of the Joint Insurance Account to give effect to such payments.  Following the earlier to occur of the Termination Date and the Expiry Date, the Authority may withdraw amounts standing to the credit of the Joint Insurance Account for the purposes of funding any Reinstatement Works;

(c)  the Authority agrees and undertakes that, subject to compliance by the Contractor with its obligations under this clause 65 (Reinstatement and Change of Requirement after Insured Event),  and provided that the Contractor procures that the Reinstatement Works are carried out and completed in accordance with this clause 65.3 (Obligations) it shall not exercise any right which it might otherwise have to terminate this Agreement by virtue of the event which gave rise to the claim for the Relevant Proceeds;

(d)  the Authority undertakes to use reasonable endeavours to assist the Contractor in the carrying out of the Reinstatement Plan;

(e)  after the Reinstatement Plan has been implemented to the reasonable satisfaction of the Authority and in accordance with clause 65.4 (Works Carried Out) the Authority shall permit withdrawal by the Contractor of any Relevant Proceeds then held in the Joint Insurance Account that have not been paid under this clause 65.4 (Works Carried Out) in respect of the Relevant Incident, together with any interest accrued;

(f)  subject to clause 63 (Indemnities, Guarantees and Contractual Claims), the Contractor shall be solely responsible for the payment of any deficiency.