Common use of Contract Management Team Clause in Contracts

Contract Management Team. ‌ (a) (Establishment): The parties will establish a team consisting of: (i) the State Representative; (ii) two or more other representatives of the State notified by the State to Project Co from time to time; (iii) the Project Co Representative; (iv) two other representatives of Project Co nominated by Project Co to the State from time to time; and (v) such other members as the parties may agree from time to time, (together the Contract Management Team). (b) (Chair of meetings): The State Representative will chair Contract Management Team meetings. (c) (Appointment of delegates): The members of the Contract Management Team may, by notice to the other members of the Contract Management Team, appoint a delegate to: (i) attend any Contract Management Team meetings in their absence; and (ii) otherwise discharge their responsibilities in accordance with this Clause 5.7, and, in each case, the member appointing the delegate must ensure that the delegate is duly authorised to perform the function of the member. (d) (Duties): The duties of the Contract Management Team will be to: (i) monitor the overall progress of the DBFM Project and compliance with this Agreement; (ii) endeavour to resolve any matters referred to the Contract Management Team by a party, including any Disputes referred to the Contract Management Team in accordance with Clause 45; (iii) review all progress reports provided by Project Co, its Subcontractors and the Independent Certifier; and (iv) discuss and consider any other issues in connection with the DBFM Project. (e) (Meetings): The Contract Management Team will: (i) meet Monthly during the Term; and (ii) conduct its meetings in the manner agreed by its members from time to time. (Meeting agendas): The State Representative must determine the agenda for each meeting referred to in Clause 5.7(e) and in determining each agenda the State Representative: (i) subject to Clause 5.7(f)(ii), must include any items notified to it in writing by Project Co and received no later than 2 Business Days prior to the date of the meeting; and (ii) is not required to include any item proposed by Project Co if, in the State Representative’s reasonable opinion, the matters to which the item relates do not fall within or relate to the duties of the Contract Management Team. (Monthly reports and plans): Project Co must, by no later than 5 Business Days before each meeting of the Contract Management Team convened in accordance with Clause 5.7(e)(i), give each member of the Contract Management Team and the Independent Certifier (for so long as the Independent Certifier is appointed): (i) prior to the Date of Commercial Acceptance, a Monthly Works Report prepared in accordance with Schedule 19 (Plans); (ii) during the Operating Phase, the most recent Monthly Performance Report provided to the State under Clause 36.4(a) and the Monthly Services Plan prepared in accordance with Schedule 13 (Services Specifications); and (iii) any other document required to be presented to the Contract Management Team in accordance with this Agreement. (Minutes): The State will take minutes of each Contract Management Team meeting and distribute such minutes prior to the next Contract Management Team meeting. (Other attendees): The State may require that: (i) the Independent Certifier attend any meeting of the Contract Management Team; and (ii) Project Co procure the attendance of senior representatives of any of Project Co, the Builder, the FM Subcontractor, a Financier or any Project Co Associate at any meeting of the Contract Management Team and Project Co must comply with any such requirement. (Advisory only): Subject to Clause 5.7(d)(ii), the role of the Contract Management Team is advisory only and its decisions or recommendations are not binding on the parties. (Rights and obligations unaffected): The parties’ involvement in the Contract Management Team does not affect their respective rights and obligations in accordance with this Agreement. (No restriction): The Contract Management Team will not have any power to require any of the parties, a State Associate or a Project Co Associate to act or refrain from acting in any way. (No reliance or Claim): Neither the State nor Project Co will be entitled to make any Claim against any member of the Contract Management Team in connection with anything which any such member does or fails to do in his or her capacity as a member of the Contract Management Team. (Other meetings): If requested by the State, Project Co must ensure that appropriate personnel are available to attend meetings convened by the State in connection with the DBFM Works during the D&C Phase and the Services during the Operating Phase.

Contract Management Team. ‌ (a) (Establishment): The parties will establish a team consisting of: (i) the State Representative; (ii) two or more other representatives of the State notified by the State to Project Co the Operator from time to time; (iii) the Project Co Operator Representative; (iv) two other representatives of Project Co the Operator nominated by Project Co the Operator to the State from time to time; and (v) such other members as the parties may agree from time to time, (together the Contract Management Team). (b) (Chair of meetings): The State Representative will chair Contract Management Team meetings. (c) (Appointment of delegates): The members of the Contract Management Team may, by notice to the other members of the Contract Management Team, appoint a delegate to: (i) attend any Contract Management Team meetings in their absence; and (ii) otherwise discharge their responsibilities in accordance with this Clause 5.7Section 3 of this Schedule 3, and, in each case, the member appointing the delegate must ensure that the delegate is duly authorised to perform the function of the member. (d) (Duties): The duties of the Contract Management Team will be to: (i) monitor the overall progress of the DBFM Project and compliance with this Agreement; (ii) endeavour to resolve any matters referred to the Contract Management Team by a party, including any Disputes referred to the Contract Management Team in accordance with Clause 4534 of this Agreement; (iii) review all progress reports provided by Project Co, the Operator and its Subcontractors and the Independent CertifierSubcontractors; and (iv) discuss and consider any other issues in connection with the DBFM ProjectServices. (e) (Meetings): The Contract Management Team willTeam: (i) will meet Monthly during the Term; and; (ii) conduct its meetings in the manner agreed by its members from time to time. ; and (iii) may invite a representative from Project Co to attend its meetings. (f) (Meeting agendas): The State Representative must determine the agenda for each meeting referred to in Clause 5.7(eSection 3(e) of this Schedule 3 and in determining each agenda the State Representative: (i) subject to Clause 5.7(f)(ii)Section 3(f)(ii) of this Schedule 3, must include any items notified to it in writing by Project Co the Operator and received no later than 2 Business Days prior to the date of the meeting; and (ii) is not required to include any item proposed by Project Co the Operator if, in the State Representative’s reasonable opinion, the matters to which the item relates do not fall within or relate to the duties of the Contract Management Team. . (g) (Monthly reports and plans): Project Co The Operator must, by no later than 5 Business Days before each meeting of the Contract Management Team convened in accordance with Clause 5.7(e)(i)Section 3(e)(i) of this Schedule 3, give each member of the Contract Management Team and the Independent Certifier (for so long as the Independent Certifier is appointed):Team: (i) prior to the Date of Commercial Acceptance, a Monthly Works Report prepared in accordance with Schedule 19 (Plans); (ii) during the Operating Phase, the most recent Monthly Performance Report provided to the State under Clause 36.4(a) and the Monthly Services Plan prepared in accordance with Schedule 13 8 (Services Specifications); and (iiiii) any other document required to be presented to the Contract Management Team in accordance with this Agreement. . (h) (Minutes): The State will take minutes of each Contract Management Team meeting and distribute such minutes prior to the next Contract Management Team meeting. . (i) (Other attendees): The State may require that: (i) that the Independent Certifier attend any meeting of the Contract Management Team; and (ii) Project Co Operator procure the attendance of senior representatives of any of Project Co, the Builder, the FM Subcontractor, a Financier or any Project Co Operator Associate at any meeting of the Contract Management Team and Project Co the Operator must comply with any such requirement. . (j) (Project Co contract management team): If required by the State, a representative of the Operator from the Contract Management Team must attend meetings of the contract management team established under the Project Agreement. (k) (Advisory only): Subject to Clause 5.7(d)(ii)Section 3(d)(ii) of this Schedule 3, the role of the Contract Management Team is advisory only and its decisions or recommendations are not binding on the parties. . (l) (Rights and obligations unaffected): The parties’ involvement in the Contract Management Team does not affect their respective rights and obligations in accordance with this Agreement. . (m) (No restriction): The Contract Management Team will not have any power to require any of the parties, a State Associate or a Project Co an Operator Associate to act or refrain from acting in any way. . (n) (No reliance or Claim): Neither the State nor Project Co the Operator will be entitled to make any Claim against any member of the Contract Management Team in connection with anything which any such member does or fails to do in his or her capacity as a member of the Contract Management Team. . (o) (Other meetings): If requested by the State, Project Co the Operator must ensure that appropriate personnel are available to attend meetings convened by the State in connection with the DBFM Works during the D&C Phase and the Services during the Operating PhaseState.