FUNCTION OF THE JOB. Reports to the Xxxx of Student Services and is responsible for implementing the mission and goals of the counseling and academic advising departments.
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Description of the procurement The Architect Cutting Edge Framework is for the provision of architectural services for residential-led development projects and is split into 3 geographical lots. However, the CEF Consortium Members will reserve the right to use service providers successful on one geographical lot, within the same work stream, in another geographical lot, when no service provider within the geographical lot in question is available to undertake the relevant works and value for money can be established. The CEF Consortium Members are committed to the use of the Architects Cutting Edge Framework, and therefore bidders should anticipate that the overall value of the framework would be in line with the values identified within this contract notice. This Lot is for projects in North East England, Yorkshire (the area as more accurately described on the plan in the procurement documents) (the "Lot 2 Regions"). Riverside is looking to establish a framework of providers of architectural and principal designer services for significant development works in the Lot 2 Regions which may include but shall not be limited to: 1. sites for residential use; 2. mixed-use residential-led sites; 3. Mixed-use elements to include health facilities, education and community facilities, retail or commercial development; 4. Urban regeneration; 5. Refurbishment / retrofit of existing houses, residential buildings, empty homes and associated buildings for residential-led use; 6. Refurbishment, restoration, conversion of heritage or other buildings for residential-led use; 7. Demolition, site remediation, infrastructure and enabling works to prepare sites for residential or mixed-use development; 8. Design and construction of homes; and 9. Self-build or custom build enabling as part of a larger development. As minimum requirements, Riverside will expect, amongst other things, that the successful bidders will: 1. be capable of delivering the services in accordance with the Standard Agreement 2010 (2012 revision), the RIBA Standard Conditions of Appointment for an Architect 2010 (2012 revision) and Plan of Work 2013 as published by the Royal Institute of British Architects or an institution or association of equivalent standing in this field ("RIBA"); 2. hold appropriate qualifications accredited by RIBA as required for the delivery of architectural services; 3. be a member of RIBA and/or an institution or association of equivalent standing in this field; 4. be capable of acting as Lead Consultant and directing the design process, co-ordinating design of all constructional elements, including work by any consultants, specialists or suppliers on projects of a similar size, value and scope as those that shall be carried out pursuant to the Architects Cutting Edge Framework; 5. be capable of delivering the relevant services on projects of a similar size, value and scope as those that shall be carried out pursuant to the Architects Cutting Edge Framework; 6. be capable of delivering excellent customer care and an appreciation of the importance of maintaining clear and regular communication with clients at every stage of the project; and 7. be capable of delivering the required services in accordance with the terms of the Architect Scope of Service which are set out at in the procurement documents. The full details of Riverside's minimum requirements will be set out in the ITT. The procurement will involve a two stage process following the Public Contract Regulations 2015 restricted procedure. The framework agreement will be established for a period of 4 years. The overall value of this lot is ?875,000 - ?1,300,000.
Operation of the Company’s Business (a) Except (i) as set forth in Section 4.2(a) of the Company Disclosure Schedule, (ii) as expressly permitted by or required in accordance this Agreement, (iii) as required by applicable Law, (iv) in connection with the COVID-19 pandemic, to the extent reasonably necessary, (A) to protect the health and safety of the Company’s or any of its Subsidiaries’ employees, (B) to respond to third party supply or service disruptions caused by the COVID-19 pandemic or (C) as required by any applicable Law, directive or guideline from any Governmental Body arising out of, or otherwise related to, the COVID-19 pandemic (including any response to COVID-19), or (v) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts. (b) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 4.2(b) of the Company Disclosure Schedule, (iii) as required by applicable Law or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following: (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock or repurchase, redeem or otherwise reacquire, directly or indirectly, any shares of its capital stock or other securities (except in connection with the payment of the exercise price and/or withholding Taxes incurred upon the exercise, settlement or vesting of any award granted under the Company Plan in accordance with the terms of such award in effect on the date of this Agreement); (ii) sell, issue, grant, pledge or otherwise dispose of or encumber or authorize any of the foregoing with respect to: (A) any capital stock or other security of the Company or any of its Subsidiaries (except for shares of outstanding Company Common Stock issued upon the valid exercise of Company Options); (B) any option, warrant or right to acquire any capital stock or any other security, other than option grants or restricted stock unit awards granted to employees and service providers in the Ordinary Course of Business which are included in the calculation of the Company Outstanding Shares; or (C) any instrument convertible into or exchangeable for any capital stock or other security of the Company or any of its Subsidiaries; (iii) except as required to give effect to anything in contemplation of the Closing, amend any of its or its Subsidiaries’ Organizational Documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions; (iv) form any Subsidiary or acquire any equity interest or other interest in any other Entity or enter into a joint venture with any other Entity; (A) lend money to any Person (except for the advancement of expenses to employees, directors and consultants in the Ordinary Course of Business), (B) incur or guarantee any indebtedness for borrowed money, (C) guarantee any debt securities of others, or (D) other than the incurrence or payment of any Transaction Expenses, make any capital expenditure in excess of the budgeted capital expenditure amounts set forth in the Company operating budget delivered to Parent concurrently with the execution of this Agreement (the “Company Budget”); (vi) other than as required by applicable Law or the terms of any Company Benefit Plan as in effect on the date of this Agreement: (A) adopt, terminate, establish or enter into any Company Benefit Plan; (B) cause or permit any Company Benefit Plan to be amended in any material respect; (C) pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, benefits or other compensation or remuneration payable to, any of its directors, officers or employees, other than increases in base salary and annual cash bonus opportunities and payments made in the Ordinary Course of Business consistent with past practice and which do not exceed, in the aggregate, the amounts specifically budgeted therefore in the Company Budget; (D) increase the severance or change of control benefits offered to any current or new employees, directors or consultants; (E) hire any (x) officer or (y) employee whose annual base salary is or is expected to be more than $250,000 per year or (F) terminate or give notice of termination to any officer other than for cause; (vii) recognize any labor union or labor organization, except as otherwise required by applicable Law and after prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned); (viii) enter into any material transaction other than in the Ordinary Course of Business; (ix) acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets or properties, except in the Ordinary Course of Business; (x) sell, assign, transfer, license, sublicense or otherwise dispose of any Company IP (other than pursuant to non-exclusive licenses in the Ordinary Course of Business); (xi) make, change or revoke any material Tax election, fail to pay any income or other material Tax as such Tax becomes due and payable, file any amendment making any material change to any Tax Return, settle or compromise any income or other material Tax liability or submit any voluntary disclosure application, enter into any Tax allocation, sharing, indemnification or other similar agreement or arrangement (other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes), request or consent to any extension or waiver of any limitation period with respect to any claim or assessment for any income or other material Taxes (other than pursuant to an extension of time to file any Tax Return granted in the Ordinary Course of Business of not more than seven (7) months), or adopt or change any material accounting method in respect of Taxes; (xii) enter into, materially amend or terminate any Company Material Contract; (xiii) other than as required by Law or GAAP, take any action to change accounting policies or procedures; (xiv) initiate or settle any Legal Proceeding (xv) enter into or amend a Contract that would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Contemplated Transactions; or (xvi) agree, resolve or commit to do any of the foregoing. (c) Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over its business operations. Notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent shall be required with respect to any matter set forth in this Section 4.2 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable Laws.
