Common use of Governance Committee Meetings Clause in Contracts

Governance Committee Meetings. (a) A governance committee consisting of the parties identified below and in Exhibit G (the “Governance Committee”) shall be established for the purpose of resolving disputes and making certain determinations as outlined in this Contract. (b) The Governance Committee’s voting membership will consist of the City, the Project Manager, in its capacity as the SPV’s representative, the Lenders, the Independent Evaluator and the Service Providers; provided that matters that require the approval of the Governance Committee under this Contract shall require the unanimous vote of the City and the Lenders (which vote of the Lenders shall be determined in the same manner as Lender Consent) (“Approval of the Governance Committee”) and shall not require concurring votes of any other members of the Governance Committee. To the extent other parties attend a Governance Committee meeting, such parties will not be entitled to a vote. Failure of any City or Project Manager Governance Committee member or its qualified designee to attend more than two (2) regularly scheduled meetings in any calendar year shall constitute a Material Breach by the City or the SPV, respectively, under this Contract. (c) The Project Manager shall provide written notice to all members of the Governance Committee of regularly scheduled Governance Committee Meetings on an annual basis, any changes to the schedule within at least five Business Days of the change and each emergency meeting as soon as practicable after the emergency meeting is scheduled. (d) Governance Committee meetings shall be held once per Quarter or such other schedule as the members of the Governance Committee shall deem appropriate. Any of the Governance Committee members may call for a special Governance Committee meeting upon two (2) Business Days’ notice to discuss an urgent matter. The notice for the special Governance Committee meeting provided by the Project Manager shall include the agenda and reason for the special meeting. (e) The Project Manager shall work with the Operating Committee members to prepare an agenda and circulate the agenda and most recent Service Provider Reports and report of the Independent Evaluator, by electronic mail, to all members of the Governance Committee, at least five (5) Business Days in advance of any Governance Committee meeting, except in the case of a special Governance Committee meeting, in which case Project Manager will distribute an agenda as soon as reasonably practicable. (f) All Governance Committee meetings may be held in person or by phone or similar communication medium. (g) The Project Manager shall prepare and circulate minutes of all Governance Committee Meetings within five (5) Business Days after the Governance Committee meeting to all Governance Committee members. Meeting participants shall have two (2) Business Days to comment on the draft minutes after which the minutes will be deemed approved. (h) The Governance Committee, in considering the matter at issue, may seek input from any member of the Operating Committee or any other person or entity it deems useful. (i) The Chief Financial Officer of the City, or permitted designee, is authorized to take the actions described in this Article 5 of the Contract on behalf of the City.

Governance Committee Meetings. (a) A governance committee consisting of the parties identified below and in Exhibit G (the “Governance Committee”) shall be established for the purpose of resolving disputes and making certain determinations as outlined in this Contract. (b) The Governance Committee’s voting membership will consist of the CityState, the Project Manager, in its capacity as the SPV’s representativeLead Provider, the LendersInvestors, and the Independent Evaluator. The voting members of the Governance Committee shall be the State, the Independent Evaluator Lead Provider, and the Service Providers; Investors. Unless otherwise provided that in this Contract, matters that require the approval of the Governance Committee under this Contract shall require the unanimous vote of both the City State and the Lenders Investors (which vote of the Lenders Investors shall be determined in the same manner as Lender Investor Consent) (“Approval of the Governance Committee”) and shall not require concurring votes of any other members of the Governance Committee, except as provided in Section 5.02(j). To the extent other parties entities attend a Governance Committee meetingMeeting, such parties entities will not be entitled to a vote. Failure The Parties acknowledge and agree that their attendance at the Governance Committee Meetings is essential to the success of the MST Project and, absent extraordinary circumstances, failure of any City authorized representative of the State or Project Manager the Lead Provider to attend any regularly scheduled or emergency meeting of the Governance Committee member or its qualified designee to attend more than two (2) regularly scheduled meetings in any calendar year shall constitute a Material Breach by the City State or the SPVLead Provider, respectivelyas the case may be, under this Contract. (c) The Project Manager Lead Provider shall provide written notice to all members of the Governance Committee of regularly scheduled Governance Committee Meetings on an annual basis, any changes to the schedule within at least five (5) Business Days of the change change, and each emergency meeting as soon as practicable after the emergency meeting is scheduled. (d) The Governance Committee shall hold regular meetings shall be held (“Governance Committee Meetings”) once per Quarter or such other schedule as the members of the Governance Committee shall deem appropriate. Any of The State, the Governance Committee members Lead Provider, or the Investors may call for a special an emergency Governance Committee meeting Meeting upon two (2) Business Days’ notice to discuss business of a sufficiently pressing nature that it cannot, in the determination of the entity calling the meeting, wait until the next regularly scheduled Governance Committee Meeting (an urgent matter“Emergency Governance Committee Meeting”). The notice for the special an Emergency Governance Committee meeting provided by the Project Manager Meeting shall include the agenda and reason for the special emergency meeting. (e) The Project Manager Lead Provider shall work with the Operating Committee members to prepare an agenda and circulate the agenda and most recent Service Provider Reports and report reports on the status of the Independent EvaluatorMST Project, by electronic mail, to all members of the Governance Committee, at least five (5) Business Days in advance of any Governance Committee meeting, except in the case of a special an Emergency Governance Committee meetingMeeting, in which case Project Manager the Lead Provider will distribute an agenda as soon as reasonably practicable. The agenda for each Governance Committee Meeting shall include a report delivered by the Lead Provider regarding the performance of or any issues regarding the Lead Provider. Notwithstanding anything in this Contract to the contrary, the preparation and distribution of agenda materials and minutes, and the discussions regarding same at Governance Committee Meetings, shall be in accordance with Sections 6.09(b) and 9.18 of this Contract and applicable privacy laws. (f) All Governance Committee meetings Meetings may be held in person or by phone or similar communication medium. (g) The Project Manager Lead Provider shall prepare and circulate minutes of all Governance Committee Meetings within five (5) Business Days after the Governance Committee meeting to all Governance Committee members. Meeting participants shall have two (2) Business Days to comment on the draft minutes after which the minutes will be deemed approved. (h) The Governance Committee, in considering the matter at issue, may seek input from any member of the Operating Committee or any other person or entity it deems useful. (i) The Chief Financial Officer An authorized representative of the City, or permitted designee, State is authorized to take the actions described in this Article 5 of the Contract on behalf of the CityState. (j) Notwithstanding Section 5.02(b), changes to the following sections of the Contract shall require approval of the State, the Lead Provider, and the Investors (“Unanimous Approval of the Governance Committee”): (i) Section 5.05. (ii) Article 6.