3.  PARTNERSHIP OPERATIONS BOARD

3.1.  Membership - The Partnership Operations Board (the "Partnership Operations Board"), shall consist of a minimum of three and a maximum of eight members from the Authority, and a minimum of three and maximum of eight members from the Service Provider. One of the members shall be the chair (the "Chair") who shall be appointed in rotation in accordance with paragraph 3.11 of this Schedule. Where a majority of the Partnership Operations Board so determines, additional members being properly qualified to participate in discussions relating to any particular matter, may attend meetings but such persons shall not be permanent members of the Partnership Operations Board and shall not have voting rights.

3.2.  Each party will have the right to make reasonable objections to the other party's proposed members or the Chairman but not so as to frustrate the rotation of the chairmanship.

3.3.  Should the Authority and/or the Service Provider agree that the best interests of the Services would be served by the removal of one or more members of the Partnership Operations Board, they may so direct in writing and the Authority or the Service Provider as the case may be, will put forward to the Authority and Service Provider the name of a substitute member of the Partnership Operations Board.

3.4.  The relevant person shall with the consent of the other party, such consent not to be unreasonably withheld or delayed, become a member of the Partnership Operations Board as from the date of its next meeting.

3.5.  Functions - The functions of the Partnership Operations Board shall be:

3.5.1.  At their inaugural meeting to agree the Operational Manual, which shall be a declaration agreed by the parties of the principles, objectives and priorities of the Partnership Operation Board;

3.5.2.  At their inaugural meeting to agree the membership of the Service Delivery Teams and confirm their terms of reference;

3.5.3.  To manage and monitor the yearly review (or any interim reviews) undertaken by both parties.;

3.5.4.  To review actions and proposals for [third party revenue and gain sharing];

3.5.5.  To provide a forum for joint strategic preliminary discussion and consideration of all aspects with regard to this Agreement including ensuring dissemination of information and consideration of the views of all the stakeholders connected with the Project, in preparation for making recommendations on strategic issues to the Strategic Partnership Board;

3.5.6.  Act as the final escalation point (prior to mediation) if a dispute arises under the Agreement, which has not been resolved under the internal escalation procedure set out in paragraph 1.1 of the Dispute Resolution Procedure (Schedule 15).  In such event both parties acknowledge that it will be necessary to call a special 'Partnership Operations Board' meeting to consider such issues; and

3.5.7.  To consider the operation and use of the Change Control Procedure in the preceding six month period and identify whether such operation and use has been appropriate, effective and/or has placed an onerous burden on either or both parties.  In performing this function the Partnership Board shall take into account all relevant factors including:

■  the number of notices of Change that have been issued,

■  the amount of time it has taken the Service Provider to prepare Change Responses (including Change Estimates),

■  the number of notices of change that have been modified or withdrawn and the reason for the modification/withdrawal,

■  the average value of Changes,

■  the frequency with which disputes have arisen and referrals made to the Dispute Resolution Procedure

■  whether the time limits set out in the Change Control Procedure have been complied with and are realistic

3.5.8.  Ensuring the successful and efficient operation of the Agreement;

3.5.9.  Ensuring the successful and efficient operation of the Payment Arrangements (Schedule 4);

3.5.10.  Reviewing actions and proposals for third party revenue and benefit sharing in advance of the Partnership Board;

3.5.11.  Ensuring compliance by the Authority with the duty of Best Value;

3.5.12.  Considering costs and the development of the Services;

3.5.13.  Avoiding disputes or settling them without the need to invoke the mediation stages of the Dispute Resolution Procedure;

3.5.14.  Identifying areas where new applications of technology or service innovations may be of benefit to the Authority or the Service Provider;

3.5.15.  Managing notices of Changes through the Change Control Procedure set out in Schedule 14 to the Agreement.

3.6.  Role - The role of the Partnership Operations Board is to make recommendations to the Authority and to the Service Provider which the Authority and the Service Provider may accept or reject at their complete discretion.  Neither the Partnership Operations Board itself, nor its members acting in that capacity, shall have any authority to vary any of the provisions of this Agreement or to make any decision binding on the parties.  The Authority and the Service Provider shall not rely on any act or omission of the Partnership Operations Board, or any members of the Partnership Operations Board acting in that capacity, so as to give rise to any waiver or personal bar in respect of any right, benefit or obligation of the Authority or of the Service Provider under this Agreement.  No discussion, review or recommendation by the Partnership Operations Board shall relieve the Authority or the Service Provider of any liability or vary any such liability or any right or benefit.

3.7.  Representatives - The Authority and the Service Provider may appoint their representatives on the Partnership Operations Board and remove those representatives and appoint replacements, by written notice delivered to the other at any time.  A representative on the Partnership Operations Board may appoint and remove an alternate (who may be another representative of that party) in the same manner.  If a representative is unavailable (and the other parties' representative may rely on the alternate's statement that the representative is unavailable) his alternate shall have the same rights and powers as the representative.

3.8.  Practices and procedures - Subject to the provisions of this Schedule, the members of the Partnership Operations Board may adopt such procedures and practices for the conduct of the activities of the Partnership Operations Board as they consider appropriate, from time to time, provided that the quorum for a meeting of the Partnership Operations Board shall be four (with at least two members of the Authority and two members of the Service Provider present).

3.9.  Recommendations - Recommendations and other decisions of the Partnership Operations Board must have the affirmative vote of all those voting on the matter, which must include not less than one representative of the Authority and not less than one representative of the Service Provider.

3.10.  Voting - Each member of the Partnership Operations Board shall have one vote.

3.11.  Chair - The Chair of the Partnership Operations Board shall be nominated by the Authority and by the Service Provider alternately every six months during the Contract Period (commencing with the Authority).  The Chair shall be chosen from amongst each party's representatives on the Partnership Operations Board in rotation.  The Chair shall not have a casting vote.

3.12.  Frequency of meetings - The Partnership Operations Board shall call their first meeting within 1 month of the Agreement Date.

3.13.  The Partnership Operations Board shall meet at least monthly and at such shorter periods as agreed by the parties with more frequent meetings at points of major transition or change.

3.14.  Convening of meetings - Any member of the Partnership Operations Board may convene a meeting of the Partnership Operations Board at any time.

3.15.  Notice of meetings - Not less than 5 Business Days notice (identifying the agenda items to be discussed at the meeting) shall be given to convene a meeting of the Partnership Operations Board, except that in emergencies, a meeting may be called at any time on such notice as may be reasonable in the circumstances.

3.16.  Attendances at meetings - Meetings of the Partnership Operations Board should normally involve the attendance (in person or by alternative) of representatives at the meeting.  Where the representatives of the Partnership Operations Board consider it appropriate (by affirmative vote of all those voting on the matter which must include not less than one representative of the Authority and one representative of the Service Provider) meetings may also be held by telephone or another form of telecommunication by which each participant can hear and speak to all other participants at the same time.

3.17.  Minutes - Minutes of all decisions (including those made by telephone or other telecommunication form) at meetings of the Partnership Operations Board shall be kept by the Service Provider and copies circulated promptly to the Authority and the Service Provider, normally within 10 Business Days of the making of the decision or the holding of the meeting.  A full set of minutes shall be kept by the Service Provider and shall be open to inspection by the Authority or the Service Provider at any time, upon request.