Consideration for Exercise of Option. Upon exercise of the Option, the parties will negotiate in good faith for forty-five (45) days to establish the price and material terms for the acquisition of Phase I including, without limitation, the terms and conditions of agreements for services to be shared with other elements of the CCRWP and other agreements relating to access to feed water and discharge facilities. In the event the parties cannot reach an agreement on price and terms after such good faith negotiations, each party would retain (at that party’s own expense), a qualified valuation expert (“Appraiser”) to establish a then current commercial fair value of the Phase I and the Appraisers so selected would appoint a third independent appraiser to review the analysis of each Appraiser. The opinion of such third Appraiser would be binding on the parties. The parties further agree that the determination of commercial fair value will take into consideration usual and customary methodologies used for purposes of such valuations, including without limitation the estimated future discounted cash flows to the equity owner of the CCRWP assuming ownership by a private commercial owner, reasonable assumptions on water off-take contracts terms and conditions, capital expenditures, operations and maintenance, capital costs and cost of debt, duration and returns.
