Landmark Wales MOU version 2 17/8/07
LANDMARK WALES PROJECT
Draft MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM is made between:
Monmouthshire County Council (MCC)
Newport City Council (NCC)
Merthyr Tydfil County Borough Council (MTCBC)
Flintshire County Borough Council (FCBC)
Wrexham County Borough Council (WCBC)
Ynys Mon County Council (YMCC)
Vale of Glamorgan County Borough Council (VGCBC)
Pembrokeshire County Council (PCC)
Capital Region Tourism (CRT)
North Wales Economic Forum (NWEF)
1.Recitals
1.1Landmark Wales is a partnership comprising the Partnership Councils CRT and NWEF who have come together to deliver the Landmark Wales Project.
1.2The Landmark Wales Project will be funded by:-
1.2.1Grant from Big Lottery
1.2.2Grant from European Regional Development Fund
1.2.3Grant from the National Assembly for Wales
1.2.4Grants from Private Sector
1.2.5In kind contributions
1.2.6Other sources
1.3MCC has agreed to act as the Lead Authority
1.4There is a need for the Lead Authority to enter into various contracts to deliver the Landmark Wales Project and:-
1.4.1The Lead Authority has agreed to discharge the functions set out in Appendix 1; and
1.4.2The Partnership has agreed to assist the Lead Authority by discharging the functions set out in Appendix 2
1.5. The purpose of this memorandum of understanding is to set out how the parties will allocate resources to and co-ordinate the work required to be undertaken to deliver the Landmark Wales Project.
1.6.The working arrangements set out below shall have effect as from the date of this agreement.
2.Definitions and Interpretation
In this memorandum of understanding the following terms shall (unless the context otherwise requires) have the following meanings:-
2.1The “Landmark Wales Project” refers to the aims, objectives and outcomes of the project identified in the Landmark Wales project plan and associated documentation comprising the bid for Big Lottery funding as submitted to BIG Lottery on 31st May 2007 and any subsequent amendments.
2.2“the Lead Authority” means Monmouthshire County Council
2.3“the Partnership Councils” means MCC NCC VGCBC FCC PCC YMCC MTCBC and WCBC
2.4“the Host Partner” refers to the Partnership Council within whose administrative boundaries lies the site of a landmark feature forming part of the Landmark Wales Project.
2.5“the Project Partners” refers to the Partnership Councils, CRT and NWEF
2.6“the Strategic Steering Group” means the group comprised of representatives at member level of Host Partners, CRT , NWEF and other stakeholders identified i.e. CCW, Arts Council for Wales, WAG etc and established with responsibility for setting the strategic and policy direction of the Landmark Wales Project and whose responsibilities will include:-
(a)monitoring the work of the Landmark Wales Project Board;
(b)representing the views of stakeholder organisations;
(c)encouraging and diseminating best practice;
(d)managing the communications protocol; and
(e)considering any major changes to the project
2.7“the Landmark Wales Project Board” is the forum comprising senior officers from the Project Partners in which all operational decisions are made for the project as a whole including:
(a)Monitoring progress against the project plan;
(b)Agreeing financial allocations within the overall project budget allocation.
2.8“the Host Project Board” is the organization responsible for the delivery of the Landmark Wales Project on a site within the administrative area of the ‘Host Partner’
3.Objectives of the Memorandum of Understanding and underlying principles
3.1It is agreed that for the Landmark Wales Project to be delivered, the parties to this memorandum will need to work jointly and collaboratively for the mutual benefit of one another and the Landmark Wales Project.
3.2The purpose of this memorandum of understanding is to set out the financial, legal and administrative processes for the implementation and delivery of the Landmark Wales Project within the set timescales and budget and to an acceptable quality.
3.3The parties acknowledge that it is not their intention for this memorandum of understanding to have a binding legal effect.
3.4MCC’s Financial Procedure Regulations apply to all financial transactions in connection with the Landmark Wales Project except where the regulations are inconsistent with the grant conditions, in which case the terms and conditions of BIG will apply
3.5MCC’s Contract Procedure Rules, where relevant, are applicable to all contracts with the service providers except where the regulations are inconsistent with the grant conditions, in which case the terms and conditions of BIG will apply
4.Commencement and term
4.1This memorandum of agreement will come into operation on the date hereof and shall continue until:-
4.1.1such time as the Landmark Wales Project has been completed
4.1.2it is changed in any way and superceded by any new arrangement agreed between the parties
4.1.3it is terminated in line with clause 7
5.Duties and responsibilities of Partner Organisations
5.1MCC will continue to act as lead authority for the Landmark Wales Project and will undertake the duties and responsibilities set out in Appendix 1. The cost to MCC of undertaking this work will be met from the project administration budget allocation set within the Landmark Wales Project. Should administration costs exceed the budget the Lead Authority will notify the Landmark Wales Project Board at the earliest opportunity. For the avoidance of doubt the Lead Authority will not be solely responsible for expenditure on administration that exceeds the allocated budget nor loss of income (including interest) caused by delays in receipt of grant funding monies.
5.2The Host Partners will continue to support the Landmark Wales Project, agree to MCC acting as lead authority and will undertake the duties and responsibilities set out in Appendix 2
5.3Each party will fully co-operate with each and every other such body in order to deliver the Landmark Wales project.
5.4Each party will provide the resources reasonably required in officers/member time, facilities and project support, so as to enable the effective delivery of the Landmark Wales project.
6.Information and Confidentiality of Information
6.1Subject to any relevant restriction in the Data Protection Act 1998, the parties agree to exchange information with each other which is in their possession and which is reasonably required to enable the effective delivery of the Landmark Wales project.
6.2Each party shall treat as confidential all information in its possession or obtained from another party to this MOU and shall not disclose it to a third party except as permitted hereunder.
6.3These provisions shall not apply to confidential information to the extent that:-
6.3.1disclosure is required by law, regulation, or order of a Court or Tribunal of competent jurisdiction;
6.3.2disclosure is required by any regulatory body or Government department
6.3.3disclosure is required under the Freedom of Information Act 2000 and any regulations or codes of practice made thereunder
7.TERMINATION
7.1Any party may terminate their involvement in the Landmark Wales Project by issuing notice of termination in writing to the other parties at least 3 months prior to that termination taking effect.
7.2 On receipt of notice for withdrawal, the project partners shall agree the exit arrangements applying to the withdrawal. Responsibility for any financial or other liabilities arising from the termination (ie abortive works), that cannot be reconciled within the project budget will lie with the host partner
8.DECISIONS & DISPUTES
8.1Decisions at Landmark Wales Project Board and Landmark Wales Steering Group will be made by consensus in the event of disagreement issues will be resolved by the voting of Host Partners. In the event that any decision leads to a dispute, the provisions in clause 8.2 will apply
8.2All parties will use best endeavours to work together to achieve the objectives of this MOU and avoid disputes. In the event of any dispute:
a)the dispute shall be referred in the first instance to the Landmark Wales Project Board
b)If the Landmark Wales Project Board is unable to resolve the dispute it will be referred to the Landmark Wales Steering Group
C)In the event of continued dispute the matter will be referred to an arbitrator appointed by the Landmark Wales Steering Group
9. FINANCIAL MANAGEMENT
9.1The partners shall jointly commission through MCC a detailed cost model for the entire Landmark Wales project. The purpose of the cost model shall be to allocate budgets to each cost heading identified in the submitted bid documentation and further, to enable a monthly update with regard to :
a)budget allocation and funding sources
b)cash flow forecast
c)actual expenditure measured against the cash flow forecast
d)tenders received/contract sums measured against budget allocations
e)monthly cumulative out turn costs measured against budget allocations
f)monthly predicted total over/under spend for each cost heading measured against budget allocations
g)additions to or omissions from each cost heading with associated cost effect(s) on individual cost headings and on the total project budget.
9.2The Host Project Board will be responsible for control of the budget allocated to the local project and identification of any potential overspend at the earliest opportunity.
9.3The Host Project Board will consider and recommend to the Landmark Wales Project Board ways in which the project can be brought back into budget or any additional funding that may be available.
9.4The Landmark Wales Project Board will consider the recommendations of the Host Project Board and advise the Host Project Board and the Lead Authority of recommended actions.
9.5In the event of forecast overspend, the Landmark Wales Project Board will inform the Landmark Wales Steering Group as to what action can be taken to the cost profiling of the Landmark Wales Project to compensate for the forecast overspend on the local project.
9.6In the event that the local project potential overspend cannot be accommodated by acceptable variations to the local project or the Landmark Wales project as a whole it will be the responsibility of the host authority to underwrite the forecast overspend.
10.INDEMNITIES
10.1MCC will take out adequate insurance against potential claims relating to its operation of the Landmark Wales Project. In the event that claims are made against MCC in its performance of its duties as employer under any contract let as part of the Landmark Wales Project, any uninsured costs incurred will be met by:
(a)MCC where it is deemed to be at fault
(b)The Host Authority where it is deemed to be at fault
(c)The parties to this memorandum of understanding pro rata to the number of sites where the Landmark Wales project is at fault.
10.2For the avoidance of doubt, MCC shall owe no duty of care to the Parties, or any one or more of them, for breach of contract, negligence or any other liability howsoever arising from decisions made by the Landmark Wales Steering Group, Landmark Wales Project Board or host Project Board.
10.3Notwithstanding the generality of Clause 10.2 MCC warrants that it shall take all reasonable care in discharging any instructions of the Landmark Wales Steering Group, Landmark Wales Project Board or host Project Board.
APPENDIX 1 - Role of Lead Authority
1.To ensure the financial, legal and administrative integrity of the Landmark Wales Project
2.To act as the applicant on behalf of the project for BIG funding
3.To act as the applicant on behalf of the project for all match funding
4.To employ all consultants and contractors on behalf of the project
5.To compile grant claims for the ‘drawdown’ of all grants
6.Responsible for the co-ordination of ‘in kind’ contributions towards project costs
7.Responsible for establishment and administration of the Landmark Wales Project Board
8.Responsible for ensuring that all accountancy and audit arrangements are appropriate for the administration of the Landmark Wales Project including meeting any requirements of BIG terms and conditions.
9.Responsible for the investment and distribution of the maintenance endowment
10.Responsible for issuing a compliance document to each host partner identifying the terms and conditions for delivery of the local project
11.The lead authority shall ensure it has administrative systems in place which are capable of:-
(a)compiling and maintaining the information in the Landmark Wales Project
(b)ring fencing the Landmark Wales Project grant monies;
12.The lead authority will:
(a)assist, support and provide guidance to the other parties in the delivery of local projects
(b)advise the other parties on financial and compliancematters affecting the Landmark Wales Project including, but not limited to:
(i)Landmark Wales budgetary constraints
(ii)BIG Lottery compliance criteria
(ii)Contractual risks;
APPENDIX 2 – ROLE OF HOST PARTNER
1.Responsible for the management and delivery of projects within their administrative boundary. This includes:
(a)Establishment of local project board in accordance with the Project Structure outlined in Appendix 3
(b)Appointment of an appropriate Project Executive, suitably authorized, with overall responsibility for the Project
(c)Establishment of appropriate financial and administrative procedures for the delivery of the local project
(d)Drawing up of briefs, procurement strategies and associated documentation relevant to the local site
(e)Secretarial support for all meetings associated with local project
(f)Certification of all work submitted by consultants for payment
(g)Facilitiation of all consultative arrangements for the delivery of the project
2.Responsible for the reasonable allocation of in kind contribution todeliver projects and meet Host Partner commitments as required by the bid
3.Responsible for the delivery of the local project within the budget, timescale and quality parameters set by the Landmark Wales Project Board
4.Responsible for ensuring adoption and appropriate maintenance plans are delivered for the local projects.
5.Responsible for ensuring media and public responses to the local site are coordinated in accordance with the media protocol established by the project
6.Responsible for ensuring that the delivery of the local project is compliant with the terms and conditions of BIG lottery and other sponsoring organizations.
7.Responsible for local project overspends in accordance with the Financial Management obligations outlined in clause 9.
8.Responsible for any financial variation that occurs in the delivery of a local project, provided that other options of adjustment have been exhausted
9.Responsible for ensuring that all contract variations and instructions are discussed with and issued via the lead authority
10.To take an assignment of any contractual rights and liabilities upon substantial completion of any project within the Host Partners area
Landmark Wales MOU version 2 17/8/07
Landmark Wales MOU version 2 17/8/07