Steering Group. 31.1 Within 20 Working Days after [Today's Date/20/12/17] the parties shall convene an initial meeting of the Steering Group attended by the Council's Nominated Attendees and the Partner's Nominated Attendees at which:- 31.1.1 the individual initially performing the role of chairman shall be elected; and 31.1.2 a timetable for Steering Group meetings for the first year after [Today's Date/20/12/17] shall be agreed. 31.2 The Steering Group will consist of three representatives of each of the Council (being the Council's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding the number of members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider the Partner shall only be entitled to three representatives. 31.3 The chairman of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote. 31.4 The Council and the Partner:- 31.4.1 will ensure that the group meets at least once every two weeks during the first four months after [Today's Date/20/12/17] and at least once every month during the first year after the Strategies are agreed and thereafter at least every three months, at such location and with such parties and at such times and frequency as shall be appropriate from time to time; 31.4.2 will notify each other of any change to their Nominated Attendees; 31.4.3 will ensure that their Nominated Attendees attend meetings of the Steering Group (or that substitutes, named in advance and properly briefed, attend in their place) and that the Nominated Attendees act reasonably; 31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and 31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for the Steering Group). 31.5 Either party can require a meeting on no less than five Working Days' notice. A minimum of two representatives of each of the Council and the Partner shall be required to be present in order for a meeting to be quorate. 31.6 The Partner agrees with the Council that:- 31.6.1 it shall prepare and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality; 31.6.2 no less frequently than twice every year commencing on [Today's Date/20/12/17] it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days prior to the relevant Steering Group meeting:- (a) an updated Financial Model taking into account past and future Phases; and (b) an updated Phase Appraisal for the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner and the Council setting out the basis upon which the Financial Model, updated projections of it, and the Phase Appraisal for the then current Phase each satisfy the Council's value for money requirements; 31.6.3 it shall present the documentation which it has prepared and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and 31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable within 10 Working Days of presentation to the Partner of an invoice in relation to such costs. The Council will procure and provide to the Partner regular estimates of such costs from the professional advising the Council. 31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs. 31.8 In relation to decision making and subject to Clause 31.11:- 31.8.1 the Steering Group will have responsibility for making decisions in relation to the Development in the first instance; 31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
Steering Group. 31.1 Within 20 Working Days after [Today's Date/20/12/17] 5.1 It is recognized by the parties shall convene an initial meeting Parties that in order to define the Services to be provided by Spark, the Parties will establish a Steering Group. The role and remit of the Steering Group attended by will be to facilitate coordination between the Council's Nominated Attendees Parties with respect to the planning and execution of all activities in the Partner's Nominated Attendees at which:-
31.1.1 Services in order to optimize timing and quality of all activities leading to the individual initially performing the role of chairman shall be elected; and
31.1.2 a timetable for Steering Group meetings for the first year after [Today's Date/20/12/17] shall be agreed.
31.2 The Steering Group will consist of three representatives of each commercialization of the Council (being Licensed Product. Notwithstanding the Council's Nominated Attendees) who foregoing, Genable shall have due authority to make decisions the final decision at all times in relation to the Steering Group's business on behalf development and commercialization of the Council) Licensed Product.
5.2 The Steering Group shall have an equal number of members from each of the Parties and the Partner (being total size of the Partner's Nominated Attendees) who Steering Group shall have due authority to make decisions in relation to not exceed [**] people. A representative of [**] shall act as the chairman of the Steering Group's business on behalf .
5.3 Each member of the Partner. For the avoidance of doubt notwithstanding the number of members Steering Group shall have one vote at meetings of the Partner's consortium and/or its supply chain and/or Steering Group provided however that in the event of any Approved Registered Provider deadlock, the Partner shall only be entitled to three representatives.
31.3 The chairman of the Steering Group shall be rotated annually as between have a casting vote with respect to the Council development and commercialization of the Licensed Product. The Steering Group shall not have any power, and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets at least once every two weeks during the first four months after [Today's Date/20/12/17] and at least once every month during the first year after the Strategies are agreed and thereafter at least every three months, at such location and with such parties and at such times and frequency as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of the Steering Group (shall not have any power through his or that substitutesher casting vote, named in advance and properly briefedto amend, attend in their place) and that or waive compliance with, the Nominated Attendees act reasonably;terms of this Agreement.
31.4.4 will furnish 5.4 Unless otherwise agreed by the parties, the Steering Group with shall meet at least [**], such information meetings to continue until the completion of the Services. Meetings may be held by telephone, videoconference, or in person provided that the parties shall meet in person at least [**]. Each Party shall bear all of the costs and expenses in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for its nominees participating on the Steering Group).
31.5 Either party can require a meeting on no less than five Working Days' notice. A minimum of two representatives 5.5 Within [**] days of each meeting of the Council and Steering Group, the Partner shall be required to be present in order for a meeting to be quorate.
31.6 The Partner agrees with the Council that:-
31.6.1 it shall prepare and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress chairman of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 no less frequently than twice every year commencing on [Today's Date/20/12/17] it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner and the Council setting out the basis upon which the Financial Model, updated projections of it, and the Phase Appraisal for the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable within 10 Working Days of presentation to the Partner of an invoice in relation to such costs. The Council will procure and provide to the Partner regular estimates of such costs from the professional advising the Council.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 the Steering Group will have responsibility for making decisions in relation prepare and issue minutes of the meeting to the Development in the first instance;
31.8.2 the representatives of each of the Council Parties.
5.6 Each Party may at any time remove and/or replace any of its appointees on the Steering Group save that (i) the Project Director must at all times be a member of the Steering Group and (ii) the Partner written consent of Genable is required for any replacement by Spark of any its nominees on the Steering Group which shall not unreasonably be withheld or denied.
5.7 The Steering Group has the authority to appoint sub-committees as required, who will have one collective vote respectively;make recommendations and report to the Steering Group.
Appears in 2 contracts
Samples: Development Consultancy Agreement (Spark Therapeutics, Inc.), Development Consultancy Agreement (Spark Therapeutics, Inc.)
Steering Group. 31.1 Within 20 2.1 On the date of this Agreement the Council and the Developer are to establish the Steering Group and from such date both parties are to use all reasonable endeavours to procure that the Steering Group carries out the Steering Group Objectives and otherwise complies with the requirements of this Schedule.
2.2 The Steering Group shall (as a minimum) be made up of the Council’s Director of Regeneration (or such other senior officer at the Council as may be notified by the Council to the Developer in writing from time to time) as “Council’s Representative” and the Developer’s “Group Development Director” or equivalent role as the “Developer’s Representative”.
2.3 The Council is to procure a) a senior housing management officer and b) a senior marketing, communications and involvement officer in each case with responsibility for the Development Area attends all of the meetings of the Steering Group, and the Developer is to procure a) equivalently senior representative of the Developer with responsibility for the whole of the
2.4 Additional representatives of the Council and the Developer may attend the Steering Group meetings but the Steering Group is not to be quorate without both the Council’s Representative and Developer’s Representative (or their appointed proxies as permitted by paragraph 2.11), and (unless otherwise agreed by the Parties) only the Council’s Representative and Developer’s Representative are to have the right to vote on any decision made by the Steering Group. At every meeting the Council and Developer shall have one vote each, with no casting vote.
2.5 It is proposed that the Developer’s Representative and the Council’s Representative are to have delegated authority from the Developer and the Council respectively to make most decisions contemplated to be required at Steering Group meetings without the need for further authority, to ensure the effective delivery of the Development in accordance with this Agreement and the Milestones. Where major decisions (being decisions which either the Developer’s Representative or the Council’s Representative does not have authority to make or elects not to make at the relevant meeting) do need further ratification, the relevant party is to endeavour to procure that this be obtained within six weeks of the relevant meeting (although it is accepted that neither party can xxxxxx itself as to whether the ratification will be forthcoming).
2.6 At its inaugural meeting (which must take place within the first ten Working Days after [Today's Date/20/12/17] exchange of the parties shall convene an initial meeting of Agreement) the Steering Group attended is to review the Steering Group Objectives and agree any additional Steering Group Objectives (or any variations to the Steering Group Objectives) and administrative housekeeping procedures so far as they are not set out in the Agreement that the Parties (acting reasonably) consider are required.
2.7 The Steering Group Objectives and the administrative procedures are to be reviewed by the Council's Nominated Attendees and Parties every twelve months at the Partner's Nominated Attendees at which:-Business Plan Review Meeting.
31.1.1 2.8 The chairperson’s role for the individual initially performing the role of chairman shall be elected; and
31.1.2 a timetable for Steering Group meetings for is to be rotated between the first year after [Today's Date/20/12/17] shall be agreedDeveloper’s Representative and the Council’s Representative.
31.2 2.9 The Steering Group will consist of three representatives of each chairperson is to be responsible for chairing the meeting and co-ordinating the discussion of the agenda by the Steering Group.
2.10 The chairperson is not to have an additional casting vote, so each Party is equally represented.
2.11 The Council’s Representative and the Developer’s Representative shall each be entitled to appoint a proxy representative to attend meetings and vote on their and the relevant Party is to procure that any proxy is fully briefed as to the Development and progress against the Milestones.
2.12 Where the Council (being wishes to replace the Council's Nominated Attendees) who shall ’s Representative, or the Developer wishes to replace the Developer’s Representative, they may do so provided that such replacement person is of not materially lesser experience and expertise and detailed knowledge of the day-to-day delivery of the Development. The relevant party must notify the other prior to the appointment of the replacement person and have due authority regard to make decisions any representations made in relation to the Steering Group's business on behalf suitability of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding the number of members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider the Partner shall only be entitled to three representativescandidate.
31.3 The chairman 2.13 Meetings of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets held at least once every two weeks during three months at the first four months after [Today's Date/20/12/17] Council’s offices and at least once every month during if either the first year after Council or the Strategies are agreed and thereafter at least every three months, at Developer reasonably requires on such location and with such parties other occasions and at such times and frequency other location in London as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of reasonably agreed between the Steering Group (or that substitutes, named in advance Developer and properly briefed, attend in their place) and that the Nominated Attendees act reasonably;
31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for the Steering Group).
31.5 Either party can require a meeting Council on no less than five ten Working Days' Days written notice. A minimum of two representatives of each of the Council and the Partner shall be required to be present in order for a meeting to be quorate.
31.6 The Partner agrees 2.14 Where the Developer’s Representative or Council’s Representative (or their proxy appointed pursuant to paragraph 2.11) (“the Defaulting Party”) does not attend a Steering Group Meeting that meeting will not be quorate and a further meeting may be called by the other Party, with the Council that:-
31.6.1 it shall prepare Defaulting Party and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 their solicitors being given no less frequently than twice every year commencing on [Today's Date/20/12/17] it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days written notice of the time and location of the subsequent meeting such written notice to include the words in bold prominently stating “failure to attend the meeting will constitute an Event of Default pursuant to the Development Partnership Agreement made between Southwark Council and Notting Hill Housing Trust relating to the Aylesbury Estate and may lead to termination of such Agreement”.
2.15 The Project Director will prepare a draft agenda for each meeting and the Developer will use all reasonable endeavours to deliver a copy to the Council at least five Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for date of the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner meeting and the Council setting out shall add to the basis upon agenda items any other business which ought to be discussed at such meeting and seek to provide this to the Financial Model, updated projections Developer as soon as possible prior to the meeting.
2.16 Promptly following each meeting the Developer’s Representative will prepare complete and accurate minutes (including a log of it, all decisions made and action points) and deliver a copy in duplicate to the Council signed on behalf of the Developer by the Developer’s Representative. If the Council disputes the content of the minutes it is to notify the Developer and the Phase Appraisal for parties are to seek to agree the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared form of minutes as soon as reasonably practicable and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable any event within 10 Working Days of presentation such notice. Where the minutes have been agreed the Council are to sign and return one copy of the minutes to the Partner Developer for its records.
2.17 The Developer shall procure the attendance at such meetings of an invoice such of the Developer’s personnel and consultants as the Council shall reasonably require having regard to the agenda for that meeting.
2.18 At the Steering Group meetings and the annual Business Plan Review Meeting the Developer’s Representative will inform the Council’s Representative of all material measures taken and stages reached by the Developer in relation performing its obligations under this Agreement and any material problems or delays affecting the Development.
2.19 The Steering Group are to such costsengage with the Residents’ Group and any local community stakeholders and ensure that they are kept informed as to progress of the Development. The Council Residents’ Group and stakeholders will procure and provide to the Partner regular estimates of such costs from the professional advising the Council.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 not attend actual Steering Group meetings, but the Steering Group will have responsibility for making decisions in relation to provide a separate update at agreed periods following the Development in the first instance;
31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;Steering Group meeting.
Appears in 1 contract
Samples: Development Partnership Agreement
Steering Group. 31.1 Within 20 Working Days after [Today's Date/20/12/17] Date the parties shall convene an initial meeting of the Steering Group attended by the Council's Nominated Attendees and the Partner's Nominated Attendees at which:-
31.1.1 the individual initially performing the role of chairman shall be elected; and
31.1.2 a timetable for Steering Group meetings for the first year after [Today's Date/20/12/17] Date shall be agreed.
31.2 The Steering Group will consist of three representatives of each of the Council (being the Council's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding the number of members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider the Partner shall only be entitled to three representatives.
31.3 The chairman of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets at least once every two weeks during the first four months after [Today's Date/20/12/17] Date and at least once every month during the first year after the Strategies are agreed and thereafter at least every three months, at such location and with such parties and at such times and frequency as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of the Steering Group (or that substitutes, named in advance and properly briefed, attend in their place) and that the Nominated Attendees act reasonably;
31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for the Steering Group).
31.5 Either party can require a meeting on no less than five Working Days' notice. A minimum of two representatives of each of the Council and the Partner shall be required to be present in order for a meeting to be quorate.
31.6 The Partner agrees with the Council that:-
31.6.1 it shall prepare and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 no less frequently than twice every year commencing on [Today's Date/20/12/17] Date it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner and the Council setting out the basis upon which the Financial Model, updated projections of it, and the Phase Appraisal for the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable within 10 Working Days of presentation to the Partner of an invoice in relation to such costs. The Council will procure and provide to the Partner regular estimates of such costs from the professional advising the Council.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 the Steering Group will have responsibility for making decisions in relation to the Development in the first instance;
31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;
Appears in 1 contract
Samples: Development Agreement
Steering Group. 31.1 Within 20 Working Days after [Today's Date/20/12/17] Date the parties shall convene an initial meeting of the Steering Group attended by the Council's Nominated Attendees and the Partner's Nominated Attendees at which:-
31.1.1 the individual initially performing the role of chairman shall be elected; and
31.1.2 a timetable for Steering Group meetings for the first year after [Today's Date/20/12/17] Date shall be agreed.
31.2 The Steering Group will consist of three representatives of each of the Council (being the Council's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding the number of members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider the Partner shall only be entitled to three representatives.
31.3 The chairman of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets at least once every two weeks during the first four months after [Today's Date/20/12/17] Date and at least once every month during the first year after the Strategies are agreed and thereafter at least every three months, at such location and with such parties and at such times and frequency as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of the Steering Group (or that substitutes, named in advance and properly briefed, attend in their place) and that the Nominated Attendees act reasonably;
31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for the Steering Group).
31.5 Either party can require a meeting on no less than five Working Days' notice. A minimum of two representatives of each of the Council and the Partner shall be required to be present in order for a meeting to be quorate.
31.6 The Partner agrees with the Council that:-
31.6.1 it shall prepare and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 no less frequently than twice every year commencing on [Today's Date/20/12/17] Date it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner and the Council setting out the basis upon which the Financial Model, updated projections of it, and the Phase Appraisal for the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable within 10 Working Days of presentation to the Partner of an invoice in relation to such costs. The Council will procure and provide to the Partner regular estimates of such costs from the professional advising the Council.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 the Steering Group will have responsibility for making decisions in relation to the Development in the first instance;
31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;
31.8.3 decision making shall be by unanimous vote; and
31.8.4 any matter that cannot be agreed within the Steering Group shall be resolved in accordance with Clause 33.
31.9 At each Steering Group meeting:-
31.9.1 the parties shall discuss and (where appropriate) seek to reach a mutual conclusion in respect of any matter which pursuant to this Agreement the Council and the Partner are jointly required to consider or approve (together with any other matter which the parties shall by mutual consent table for discussion at the Steering Group meeting); and
31.9.2 detailed written minutes of the Steering Group meeting will be taken by the Partner and in each case shall be in a form agreed between the parties (acting reasonably) and to be circulated within 10 Working Days of the meeting for the approval of all of the parties (such approval not to be unreasonably withheld or delayed).
31.10 Subject to Clause 31.11 matters on which the Steering Group, or any sub-group formed by the Council and the Partner, will advise or assist, or in relation to which it will provide a determination, include: -
31.10.1 initial agreement and adoption of the Strategies;
31.10.2 initial agreement and adoption of the Phase Plan;
31.10.3 review and updating of the Strategies from time to time;
31.10.4 all aspects of the operation of this Agreement (including the preparation of any Planning Applications);
31.10.5 progress towards and reviewing the discharge of the Site Wide Conditions, the Phase 1 Conditions and Subsequent Phase Conditions and generally reviewing progress of the delivery of the Development in relation to Phases that have been drawn down;
31.10.6 the Partner's progress in implementing the Business Plan and any updates or variations required or proposed to it;
31.10.7 reviewing and interrogating each Pre Planning Appraisal;
31.10.8 reviewing and interrogating each Post Planning Appraisal;
31.10.9 reviewing and interrogating any updated Financial Model and Phase Appraisal for the then current Phase including methods and structures to incentivise the Partner to maximise Residual Land Value;
31.10.10 approval of documents where requisite;
31.10.11 approval of the CPO budget;
31.10.12 progress towards achieving the Core Requirements and the Project Objectives;
31.10.13 updates on liaison and engagement with the residents during the scheme and resolving any resident complaints on which the Council shall lead;
31.10.14 changes to the extent of the Site;
31.10.15 the milestones applicable to each Subsequent Phase, achievement of which shall satisfy the Milestone Condition for that Phase,
31.10.16 agreement and adoption of and variations to the Development and Phasing Programme;
31.10.17 updates and details of any proposed forward funding/sale terms;
31.10.18 the resources plan for development and project management services (to be reviewed not less than once a year);
31.10.19 progress of delivery of the Council Facilities to the required quality specification, the Building Contracts relating to the delivery of the Council Facilities and cost increases and savings;
31.10.20 reviewing and agreeing any necessary changes to the minimum GIA figures set out in the definition of "Commercial Units"; and
31.10.21 progress towards completing all required documentation relating to the DEN, and the Council and the Partner may agree in writing additional roles or functions for the Steering Group.
31.11 The following matters may be discussed by the Steering Group but any decision as to their content and their approval shall be reserved to the Council as landowner (acting reasonably):-
31.11.1 the amount of the Approved Premium subject to Clause 18.5;
31.11.2 the Resident Rehousing Strategy; 31.11.3 the Commercial Occupier Relocation Strategy;
Appears in 1 contract
Samples: Development Agreement
Steering Group. 31.1 Within 20 2.1 On the date of this Agreement the Council and the Developer are to establish the Steering Group and from such date both parties are to use all reasonable endeavours to procure that the Steering Group carries out the Steering Group Objectives and otherwise complies with the requirements of this Schedule.
2.2 The Steering Group shall (as a minimum) be made up of the Council’s Director of Regeneration (or such other senior officer at the Council as may be notified by the Council to the Developer in writing from time to time) as “Council’s Representative” and the Developer’s “Group Development Director” or equivalent role as the “Developer’s Representative”.
2.3 The Council is to procure a) a senior housing management officer and b) a senior marketing, communications and involvement officer in each case with responsibility for the Development Area attends all of the meetings of the Steering Group, and the Developer is to procure a) equivalently senior representative of the Developer with responsibility for the whole of the Development Area for housing management and b) the Project Director and c) the MCI Director attend the Steering Group meetings.
2.4 Additional representatives of the Council and the Developer may attend the Steering Group meetings but the Steering Group is not to be quorate without both the Council’s Representative and Developer’s Representative (or their appointed proxies as permitted by paragraph 2.11), and (unless otherwise agreed by the Parties) only the Council’s Representative and Xxxxxxxxx’s Representative are to have the right to vote on any decision made by the Steering Group. At every meeting the Council and Developer shall have one vote each, with no casting vote.
2.5 It is proposed that the Developer’s Representative and the Council’s Representative are to have delegated authority from the Developer and the Council respectively to make most decisions contemplated to be required at Steering Group meetings without the need for further authority, to ensure the effective delivery of the Development in accordance with this Agreement and the Milestones. Where major decisions (being decisions which either the Developer’s Representative or the Council’s Representative does not have authority to make or elects not to make at the relevant meeting) do need further ratification, the relevant party is to endeavour to procure that this be obtained within six weeks of the relevant meeting (although it is accepted that neither party can xxxxxx itself as to whether the ratification will be forthcoming).
2.6 At its inaugural meeting (which must take place within the first ten Working Days after [Today's Date/20/12/17] exchange of the parties shall convene an initial meeting of Agreement) the Steering Group attended is to review the Steering Group Objectives and agree any additional Steering Group Objectives (or any variations to the Steering Group Objectives) and administrative housekeeping procedures so far as they are not set out in the Agreement that the Parties (acting reasonably) consider are required.
2.7 The Steering Group Objectives and the administrative procedures are to be reviewed by the Council's Nominated Attendees and Parties every twelve months at the Partner's Nominated Attendees at which:-Business Plan Review Meeting.
31.1.1 2.8 The chairperson’s role for the individual initially performing the role of chairman shall be elected; and
31.1.2 a timetable for Steering Group meetings for is to be rotated between the first year after [Today's Date/20/12/17] shall be agreedDeveloper’s Representative and the Council’s Representative.
31.2 2.9 The Steering Group will consist of three representatives of each chairperson is to be responsible for chairing the meeting and co-ordinating the discussion of the agenda by the Steering Group.
2.10 The chairperson is not to have an additional casting vote, so each Party is equally represented.
2.11 The Council’s Representative and the Developer’s Representative shall each be entitled to appoint a proxy representative to attend meetings and vote on their behalf. Such proxy is to be of suitable seniority so as to be able to act and vote, and the relevant Party is to procure that any proxy is fully briefed as to the Development and progress against the Milestones.
2.12 Where the Council (being wishes to replace the Council's Nominated Attendees) who shall ’s Representative, or the Developer wishes to replace the Developer’s Representative, they may do so provided that such replacement person is of not materially lesser experience and expertise and detailed knowledge of the day-to-day delivery of the Development. The relevant party must notify the other prior to the appointment of the replacement person and have due authority regard to make decisions any representations made in relation to the Steering Group's business on behalf suitability of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding the number of members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider the Partner shall only be entitled to three representativescandidate.
31.3 The chairman 2.13 Meetings of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets held at least once every two weeks during three months at the first four months after [Today's Date/20/12/17] Council’s offices and at least once every month during if either the first year after Council or the Strategies are agreed and thereafter at least every three months, at Developer reasonably requires on such location and with such parties other occasions and at such times and frequency other location in London as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of reasonably agreed between the Steering Group (or that substitutes, named in advance Developer and properly briefed, attend in their place) and that the Nominated Attendees act reasonably;
31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for the Steering Group).
31.5 Either party can require a meeting Council on no less than five ten Working Days' Days written notice. A minimum of two representatives of each of the Council and the Partner shall be required to be present in order for a meeting to be quorate.
31.6 The Partner agrees 2.14 Where the Developer’s Representative or Council’s Representative (or their proxy appointed pursuant to paragraph 2.11) (“the Defaulting Party”) does not attend a Steering Group Meeting that meeting will not be quorate and a further meeting may be called by the other Party, with the Council that:-
31.6.1 it shall prepare Defaulting Party and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 their solicitors being given no less frequently than twice every year commencing on [Today's Date/20/12/17] it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days written notice of the time and location of the subsequent meeting such written notice to include the words in bold prominently stating “failure to attend the meeting will constitute an Event of Default pursuant to the Development Partnership Agreement made between Southwark Council and Notting Hill Housing Trust relating to the Aylesbury Estate and may lead to termination of such Agreement”.
2.15 The Project Director will prepare a draft agenda for each meeting and the Developer will use all reasonable endeavours to deliver a copy to the Council at least five Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for date of the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner meeting and the Council setting out shall add to the basis upon agenda items any other business which ought to be discussed at such meeting and seek to provide this to the Financial Model, updated projections Developer as soon as possible prior to the meeting.
2.16 Promptly following each meeting the Developer’s Representative will prepare complete and accurate minutes (including a log of it, all decisions made and action points) and deliver a copy in duplicate to the Council signed on behalf of the Developer by the Developer’s Representative. If the Council disputes the content of the minutes it is to notify the Developer and the Phase Appraisal for parties are to seek to agree the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared form of minutes as soon as reasonably practicable and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable any event within 10 Working Days of presentation such notice. Where the minutes have been agreed the Council are to sign and return one copy of the minutes to the Partner Developer for its records.
2.17 The Developer shall procure the attendance at such meetings of an invoice such of the Developer’s personnel and consultants as the Council shall reasonably require having regard to the agenda for that meeting.
2.18 At the Steering Group meetings and the annual Business Plan Review Meeting the Developer’s Representative will inform the Council’s Representative of all material measures taken and stages reached by the Developer in relation performing its obligations under this Agreement and any material problems or delays affecting the Development.
2.19 The Steering Group are to such costsengage with the Residents’ Group and any local community stakeholders and ensure that they are kept informed as to progress of the Development. The Council Residents’ Group and stakeholders will procure and provide to the Partner regular estimates of such costs from the professional advising the Council.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 not attend actual Steering Group meetings, but the Steering Group will have responsibility for making decisions in relation to provide a separate update at agreed periods following the Development in the first instance;
31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;Steering Group meeting.
Appears in 1 contract
Samples: Development Partnership Agreement
Steering Group. 31.1 Within 20 Working Days after [Today's Date/20/12/17] 3.1 With effect from the parties Effective Date the Parties shall convene an initial meeting establish and run a Steering Group as the principal organ of liaison, communication and strategic planning with regard to the Development and Commercialization of the Products and to oversee the activities of the Sub-Committees under this Agreement as follows:
3.1.1 the Steering Group shall comprise six (6) persons (“Group Members”) and Quotient and OCD respectively shall be entitled to appoint three (3) Group Members, to remove any Group Member appointed by it and to appoint any person to fill a vacancy arising from the removal or retirement of such Group Member appointed by it. Group Members must be appropriate for the primary function of the Steering Group attended in terms of their seniority, availability, function in their respective organization, training and experience and there will be a chairperson (“Group Chairperson”) who will alternate between one of Quotient’s Group Members and one of OCD’s Group Members at each meeting;
3.1.2 Quotient and OCD respectively shall each notify the other of any change in the identities of their Group Members. Both sides shall use reasonable efforts to keep an appropriate level of continuity in representation. Group Members may be represented at any meeting by another person designated in writing by the Council's Nominated Attendees and absent Group Member;
3.1.3 the Partner's Nominated Attendees at which:-
31.1.1 venue for meetings of the individual initially performing Steering Group shall alternate between the role premises of chairman the Parties, if not held by teleconference or videoconference or another mutually acceptable site. Each Party shall be elected; and
31.1.2 a timetable responsible for its own expenses including travel and accommodation costs incurred in connection with Steering Group meetings for meetings;
3.1.4 the first year after [Today's Date/20/12/17] shall be agreed.
31.2 The Steering Group will consist of three representatives of each shall have power to invite persons whose special skills or influence might advance the Development and/or Commercialization of the Council (being the Council's Nominated Attendees) who shall have due authority to make decisions Products, in relation to confidence and upon behalf of the Steering Group's business on behalf , to attend and address meetings of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding it is agreed that such persons shall not be Group Members;
3.1.5 the number Group Chairperson is responsible for promptly preparing the minutes of any Steering Group meeting, which shall set forth, in reasonably specific detail, the discussions and any approval, determination and any other action agreed to by all members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider Steering Group. The Group Chairperson shall seek unanimous approval of those minutes from the Partner Group Members, signing and dating the approved minutes and promptly distributing a copy of the signed minutes to each Party provided that such minutes shall only be entitled deemed accepted if, within twenty (20) days from receipt, no one has objected in writing to three representatives.the Group Chairperson; and
31.3 The chairman 3.1.6 no later than seven (7) days prior to each meeting of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets at least once every two weeks during the first four months after [Today's Date/20/12/17] and at least once every month during the first year after the Strategies are agreed and thereafter at least every three monthsGroup, at such location and with such parties and at such times and frequency as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of the Steering Group (or that substitutes, named in advance and properly briefed, attend in their place) and that the Nominated Attendees act reasonably;
31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner Party will provide any secretariat needed for the Steering Group).
31.5 Either party can require a meeting on no less than five Working Days' notice. A minimum other with written copies of two representatives of each of the Council and the Partner shall be required all materials that Party intends to be present in order for a meeting to be quorate.
31.6 The Partner agrees with the Council that:-
31.6.1 it shall prepare and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 no less frequently than twice every year commencing on [Today's Date/20/12/17] it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner and the Council setting out the basis upon which the Financial Model, updated projections of it, and the Phase Appraisal for the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared and distributed pursuant to Clause 31.6.1 and 31.6.2 above to at the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable within 10 Working Days of presentation each Sub-Committee will submit its report to the Partner of an invoice in relation to such costs. The Council will procure and provide to the Partner regular estimates of such costs from the professional advising the CouncilGroup Members.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 the Steering Group will have responsibility for making decisions in relation to the Development in the first instance;
31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;
Appears in 1 contract
Steering Group. 31.1 Within 20 2.1 On the date of this Agreement the Council and the Developer are to establish the Steering Group and from such date both parties are to use all reasonable endeavours to procure that the Steering Group carries out the Steering Group Objectives and otherwise complies with the requirements of this Schedule.
2.2 The Steering Group shall (as a minimum) be made up of the Council’s Director of Regeneration (or such other senior officer at the Council as may be notified by the Council to the Developer in writing from time to time) as “Council’s Representative” and the Developer’s “Group Development Director” or equivalent role as the “Developer’s Representative”.
2.3 The Council is to procure a) a senior housing management officer and b) a senior marketing, communications and involvement officer in each case with responsibility for the Development Area attends all of the meetings of the Steering Group, and the Developer is to procure a) equivalently senior representative of the Developer with responsibility for the whole of the Development Area for housing management and b) the Project Director and c) the MCI Director attend the Steering Group meetings.
2.4 Additional representatives of the Council and the Developer may attend the Steering Group meetings but the Steering Group is not to be quorate without both the Council’s Representative and Developer’s Representative (or their appointed proxies as permitted by paragraph 2.11), and (unless otherwise agreed by the Parties) only the Council’s Representative and Developer’s Representative are to have the right to vote on any decision made by the Steering Group. At every meeting the Council and Developer shall have one vote each, with no casting vote.
2.5 It is proposed that the Developer’s Representative and the Council’s Representative are to have delegated authority from the Developer and the Council respectively to make most decisions contemplated to be required at Steering Group meetings without the need for further authority, to ensure the effective delivery of the Development in accordance with this Agreement and the Milestones. Where major decisions (being decisions which either the Developer’s Representative or the Council’s Representative does not have authority to make or elects not to make at the relevant meeting) do need further ratification, the relevant party is to endeavour to procure that this be obtained within six weeks of the relevant meeting (although it is accepted that neither party can xxxxxx itself as to whether the ratification will be forthcoming).
2.6 At its inaugural meeting (which must take place within the first ten Working Days after [Today's Date/20/12/17] exchange of the parties shall convene an initial meeting of Agreement) the Steering Group attended is to review the Steering Group Objectives and agree any additional Steering Group Objectives (or any variations to the Steering Group Objectives) and administrative housekeeping procedures so far as they are not set out in the Agreement that the Parties (acting reasonably) consider are required.
2.7 The Steering Group Objectives and the administrative procedures are to be reviewed by the Council's Nominated Attendees and Parties every twelve months at the Partner's Nominated Attendees at which:-Business Plan Review Meeting.
31.1.1 2.8 The chairperson’s role for the individual initially performing the role of chairman shall be elected; and
31.1.2 a timetable for Steering Group meetings for is to be rotated between the first year after [Today's Date/20/12/17] shall be agreedDeveloper’s Representative and the Council’s Representative.
31.2 2.9 The Steering Group will consist of three representatives of each chairperson is to be responsible for chairing the meeting and co-ordinating the discussion of the agenda by the Steering Group.
2.10 The chairperson is not to have an additional casting vote, so each Party is equally represented.
2.11 The Council’s Representative and the Developer’s Representative shall each be entitled to appoint a proxy representative to attend meetings and vote on their behalf. Such proxy is to be of suitable seniority so as to be able to act and vote, and the relevant Party is to procure that any proxy is fully briefed as to the Development and progress against the Milestones.
2.12 Where the Council (being wishes to replace the Council's Nominated Attendees) who shall ’s Representative, or the Developer wishes to replace the Developer’s Representative, they may do so provided that such replacement person is of not materially lesser experience and expertise and detailed knowledge of the day-to-day delivery of the Development. The relevant party must notify the other prior to the appointment of the replacement person and have due authority regard to make decisions any representations made in relation to the Steering Group's business on behalf suitability of the Council) and the Partner (being the Partner's Nominated Attendees) who shall have due authority to make decisions in relation to the Steering Group's business on behalf of the Partner. For the avoidance of doubt notwithstanding the number of members of the Partner's consortium and/or its supply chain and/or any Approved Registered Provider the Partner shall only be entitled to three representativescandidate.
31.3 The chairman 2.13 Meetings of the Steering Group shall be rotated annually as between the Council and the Partner but the chairman shall have no casting vote.
31.4 The Council and the Partner:-
31.4.1 will ensure that the group meets held at least once every two weeks during three months at the first four months after [Today's Date/20/12/17] Council’s offices and at least once every month during if either the first year after Council or the Strategies are agreed and thereafter at least every three months, at Developer reasonably requires on such location and with such parties other occasions and at such times and frequency other location in London as shall be appropriate from time to time;
31.4.2 will notify each other of any change to their Nominated Attendees;
31.4.3 will ensure that their Nominated Attendees attend meetings of reasonably agreed between the Steering Group (or that substitutes, named in advance Developer and properly briefed, attend in their place) and that the Nominated Attendees act reasonably;
31.4.4 will furnish the Steering Group with such information in relation to the Development as that group may reasonably request; and
31.4.5 will each bear their own costs in attending the Steering Group (but the Partner will provide any secretariat needed for the Steering Group).
31.5 Either party can require a meeting Council on no less than five ten Working Days' Days written notice. A minimum of two representatives of each of the Council and the Partner shall be required to be present in order for a meeting to be quorate.
31.6 The Partner agrees 2.14 Where the Developer’s Representative or Council’s Representative (or their proxy appointed pursuant to paragraph 2.11) (“the Defaulting Party”) does not attend a Steering Group Meeting that meeting will not be quorate and a further meeting may be called by the other Party, with the Council that:-
31.6.1 it shall prepare Defaulting Party and distribute not less than 10 Working Days prior to each Steering Group meeting an adequately detailed written report (in accordance with the FOIA Protocol (where applicable)) setting out the past and future overall progress of the Development including a commentary by comparison to the progress (including marketing progress) of other similar or comparable schemes in the locality;
31.6.2 their solicitors being given no less frequently than twice every year commencing on [Today's Date/20/12/17] it shall prepare (in accordance with the FOIA Protocol (where applicable)) and distribute to the Council and such advisers to the Council as the Council may notify in writing from time to time, not less than 20 Working Days written notice of the time and location of the subsequent meeting such written notice to include the words in bold prominently stating “failure to attend the meeting will constitute an Event of Default pursuant to the Development Partnership Agreement made between Southwark Council and Notting Hill Housing Trust relating to the Aylesbury Estate and may lead to termination of such Agreement”.
2.15 The Project Director will prepare a draft agenda for each meeting and the Developer will use all reasonable endeavours to deliver a copy to the Council at least five Working Days prior to the relevant Steering Group meeting:-
(a) an updated Financial Model taking into account past and future Phases; and
(b) an updated Phase Appraisal for date of the then current Phase, together with a fully detailed explanation and statement prepared on an Open Book basis, setting out the basis upon which any changes have been made and a report from the Partner's valuation surveyor addressed to both the Partner meeting and the Council setting out shall add to the basis upon agenda items any other business which ought to be discussed at such meeting and seek to provide this to the Financial Model, updated projections Developer as soon as possible prior to the meeting.
2.16 Promptly following each meeting the Developer’s Representative will prepare complete and accurate minutes (including a log of it, all decisions made and action points) and deliver a copy in duplicate to the Council signed on behalf of the Developer by the Developer’s Representative. If the Council disputes the content of the minutes it is to notify the Developer and the Phase Appraisal for parties are to seek to agree the then current Phase each satisfy the Council's value for money requirements;
31.6.3 it shall present the documentation which it has prepared form of minutes as soon as reasonably practicable and distributed pursuant to Clause 31.6.1 and 31.6.2 above to the Steering Group meeting for discussion by the parties; and
31.6.4 it shall meet the reasonable and proper costs incurred by the Council in taking professional advice on the Financial Model and Phase Appraisal from time to time, such costs to be payable any event within 10 Working Days of presentation such notice. Where the minutes have been agreed the Council are to sign and return one copy of the minutes to the Partner Developer for its records.
2.17 The Developer shall procure the attendance at such meetings of an invoice such of the Developer’s personnel and consultants as the Council shall reasonably require having regard to the agenda for that meeting.
2.18 At the Steering Group meetings and the annual Business Plan Review Meeting the Developer’s Representative will inform the Council’s Representative of all material measures taken and stages reached by the Developer in relation performing its obligations under this Agreement and any material problems or delays affecting the Development.
2.19 The Steering Group are to such costsengage with the Residents’ Group and any local community stakeholders and ensure that they are kept informed as to progress of the Development. The Council Residents’ Group and stakeholders will procure and provide to the Partner regular estimates of such costs from the professional advising the Council.
31.7 The Council may request that the Partner provides it with the information set out in Clause 31.6 at any time and following such request the Partner shall prepare and distribute such information to the Council within 20 Working Days and Clause 31.6.4 shall apply in relation to the Council's costs.
31.8 In relation to decision making and subject to Clause 31.11:-
31.8.1 not attend actual Steering Group meetings, but the Steering Group will have responsibility for making decisions in relation to provide a separate update at agreed periods following the Development in the first instance;
31.8.2 the representatives of each of the Council and the Partner will have one collective vote respectively;Steering Group meeting.
Appears in 1 contract
Samples: Development Partnership Agreement
