Archived decisions
DATED 2007
PARTNERSHIP AGREEMENT
Relating to:
THE COMBINED BRUSSELS PARTNERSHIP FOR SOUTHERN ENGLAND LOCAL PARTNERS
HAMPSHIRE COUNTY COUNCIL (1)
WEST SUSSEX COUNTY COUNCIL (2)
SURREY COUNTY COUNCIL (3)
BUCKINGHAMSHIRE COUNTY COUNCIL (4)
SOUTHAMPTON CITY COUNCIL (5)
BRIGHTON AND HOVE COUNCIL (6)
READING BOROUGH COUNCIL (7)
WEST BERKSHIRE COUNCIL (8)
EAST SUSSEX COUNTY COUNCIL (9)
VALE OF WHITE HORSE DISTRICT COUNCIL (10)
WOKINGHAM DISTRICT COUNCIL (11)
OXFORD CITY COUNCIL (12)
AYLESBURY VALE DISTRICT COUNCIL (13)
OXFORDSHIRE COUNTY COUNCIL (14)
WEST OXFORDSHIRE DISTRICT COUNCIL (15)
ROTHER DISTRICT COUNCIL (16)
BUCKS CHILTERN UNIVERSITY COLLEGE (17)
THAMES VALLEY LEARNING AND SKILLS COUNCIL (18)
CHICHESTER UNIVERSITY (19)
HAMPSHIRE FIRE AND RESCUE SERVICE (20)
UNIVERSITY OF BRIGHTON (21)
WINCHESTER UNIVERSITY (22)
UNIVERSITY OF SURREY (23)
KNOWLEDGE TRANSFER (24)
THIS AGREEMENT is made the day of 2007
BETWEEN
(1) HAMPSHIRE COUNTY COUNCIL of The Castle, Winchester, Hampshire, SO23 8UJ
(2) WEST SUSSEX COUNTY COUNCIL of County Hall, West Street, Chichester, West Sussex, PO19 1RQ
(3) SURREY COUNTY COUNCIL of County Hall, Penrhyn Road, Kingston Upon Thames, Surrey, KT1 2DN
(4) BUCKINGHAMSHIRE COUNTY COUNCIL of County Hall, Walton Street, Aylesbury, Buckinghamshire, HP20 1UY
(5) SOUTHAMPTON CITY COUNCIL of Civic Centre, Southampton, SO14 7LY
(6) BRIGHTON AND HOVE COUNCIL of Kings House, Grand Avenue, Hove, BN3 2LS
(7) READING BOROUGH COUNCIL of Civic Centre, Reading, Berkshire, RG1 7TD
(8) WEST BERKSHIRE COUNCIL of Market Street, Newbury, Berkshire, RG14 5LD
(9) EAST SUSSEX COUNTY COUNCIL of County Hall, St Anne's Crescent, Lewes, BN7 1UE
(10) VALE OF WHITE HORSE DISTRICT COUNCIL of Abbey House, Abbey Close, Abingdon, Oxfordshire, OX14 3JE
(11) WOKINGHAM DISTRICT COUNCIL of Civic Offices, Shute End, Wokingham, Berkshire, RG40 1BN
(12) OXFORD CITY COUNCIL of Town Hall, St Aldate's, Oxford, OX1 1BX
(13) AYLESBURY VALE DISTRICT COUNCIL of Exchange Street, Aylesbury, Buckinghamshire, HP20 1UB
(14) OXFORDSHIRE COUNTY COUNCIL of County Hall, New Road, Oxford, OX1 1ND
(15) WEST OXFORDSHIRE DISTRICT COUNCIL of 3 Welch Way, Witney, OX28 6NB
(16) ROTHER DISTRICT COUNCIL of The Town Hall, Bexhill on Sea, East Sussex, TN39 3JX
(17) BUCKS CHILTERN UNIVERSITY COLLEGE of Queen Alexandra Road, High Wycombe, Buckinghamshire, HP1 2JX
(18) THAMES VALLEY LEARNING AND SKILLS COUNCIL of Latimer House, Langford, Kidlington, Oxford, OX5 1GG
(19) CHICHESTER UNIVERSITY of Bishop Otter Campus, College Lane, Chichester, West Sussex, PO19 6PE
(20) HAMPSHIRE FIRE AND RESCUE SERVICE of Headquarters, Leigh Road, Eastleigh, Hampshire, SO50 9SJ
(21) UNIVERSITY OF BRIGHTON of Mithras House, Lewes Road, Brighton, BN2 4AT
(22) WINCHESTER UNIVERSITY of West Hill, Winchester, SO22 4NR
(23) UNIVERSITY OF SURREY of Guildford, Surrey, GU2 7XH
(24) KNOWLEDGE TRANSFER of KTP Programme Office, Momenta, Didcot, Oxfordshire, OX11 0QJ
IT IS HEREBY agreed as follows:-
1. RECITALS
1.1 The Partners have agreed to join together to work in partnership for the purposes of running a representative office in Brussels.
1.2 The Partners have agreed that they will work together in accordance with these terms and conditions.
2. INTERPRETATION
2.1 In this Agreement unless the context otherwise requires the following expressions have the following meanings:
"the Agreement" means these terms and conditions together with the Schedules attached hereto;
"the Annual Review" means the review to be carried out by the Partners in accordance with Clause 11;
"the Brussels Office" means the office accommodation at 45 Rue de Commerce, Brussels;
"the Commencement Date" means 1st April 2007;
"the Contracting Partner" means any Partner who in accordance with this Agreement is given power to contract on behalf of the Partners and to bind the Partners for the purposes of the Project;
"the Lead Administrative Partner" means Hampshire County Council;
"the Officer Working Group" means the group detailed in Clause 10;
"the Partners" means the parties to this Agreement together with any additional party or parties who may be admitted to the Agreement from time to time pursuant to Clause 15 and the term "Partner" shall be construed accordingly;
"the Price" means the price to be paid by the Partners in respect of the Services and determined in accordance with Schedule B;
"the Project" means the combined partnership for the Brussels Office;
"the Partnership Board" means the group detailed in Clause 8;
"the Partnership Council" means the group detailed in Clause 9;
"the Services" means the services to be subscribed to by the Partners and detailed in Schedule A;
"the Term" means the term of this Agreement detailed in Clause 16;
2.2 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended extended or re-enacted.
2.3 Words importing the singular include the plural words importing any gender include every gender, the words importing persons include bodies corporate and unincorporated; and (in each case) vice versa.
2.4 Reference to Clauses and Schedules are references to Clauses and Schedules of this Agreement and any reference to a sub provision is unless otherwise stated a reference to a sub provision of the provision in which the reference appears.
2.5 The Clause and paragraph headings and titles appearing in this Agreement are for reference only and shall not affect its construction or interpretation.
3. PURPOSE
This Agreement has been entered into by the Partners to establish and effect provisions for performance of the Project and to clarify the Partners' responsibilities thereto.
4. STATUS OF THE AGREEMENT
4.1 The Partners agree that the Agreement shall take the form of a contractual relationship and mutual commitments between them created by the Agreement shall from the date hereof be constituted accordingly.
4.2 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Partners or any of them and subject to Clause 5 none of the Partners shall have the authority or power (nor represent themselves as having such authority or power) to contract in the name of or to undertake any liability or obligation on behalf of or to pledge the credit of any of the other Partners.
5. CONTRACTUAL REQUIREMENTS
5.1 The Partners agree that the Contracting Partner shall subject always to the provisions of this Agreement act as a legal entity on behalf of the Partners and shall enter into any contracts or agreements on behalf of the Partners as necessary for the purpose of performance of the Project.
5.2 The Partnership Board shall be responsible for determining the powers of the Contracting Partner. All contracts or agreements entered into or any other liabilities incurred by the Contracting Partner on behalf of the Partners shall require the prior written consent of the Partnership Board.
5.3 Each of the Partners represents to the Contracting Partner that it has obtained all necessary consents sufficient to ensure that the delegation of functions to be discharged by the Contracting Partner on behalf of the Partners pursuant to this Agreement is duly authorised in accordance with the provisions of Section 101 of the Local Government Act 1972 or otherwise.
5.4 Without prejudice to the provisions of Clause 7 below, each of the Partners shall (and hereby duly undertake with the Contracting Partner to) indemnify the Contracting Partner against and/or contribute and pay an equal share of all or any liabilities claimed, costs and/or expenses of or reasonably incurred by the Contracting Partner in or in connection with or in the course of or as a result of the Contracting Partner entering into any contract or agreement on behalf of the Partners pursuant to this Agreement with the intent that the Contracting Partner and the other Partners shall be liable in equal shares and/or responsible for all such liabilities claims costs and/or expenses in equal shares provided always that where liabilities claims costs and expenses have been incurred by the Contracting Partner the Contracting Partner shall be under a duty to mitigate its loss in accordance with the principles of common law PROVIDED THAT such indemnity on the part of the Partners shall not extend to liabilities arising or costs and/or expenses incurred by reason of or in consequence of any negligent act or omission, misconduct or breach of this Agreement by the Contracting Partner.
5.5 Save in respect of the wilful or negligent act or omission of the Contracting Partner in the discharge of its powers under this Agreement (but only in so far as these are discharged without the approval, where required, of the Partners or the Partnership Board as the case may be, in which event a duty of care will be owed by the Contracting Partner to the Partners) the Contracting Partner shall owe no duty of care to the Partners and have no liability or responsibility in respect of or in relation to the proper performance or discharge (or omission to perform or discharge) of any role or function referred to in this Agreement the discharge or exercise of which requires the approval of the Partners or the Partnership Board as the case may be or which is otherwise to be carried out in the manner requested or required by (or which is omitted to be performed on the instruction or request of) the Partners or the Partnership Board as the case may be.
6. ROLE OF THE LEAD ADMINISTRATIVE PARTNER
6.1 The role of the Lead Administrative Partner shall be exercised as follows:
6.1.1 to report regularly to the Partners;
6.1.2 to act as secretary to the Partnership Board;
6.1.3 to prepare the budget, plans and business plans for approval by the Partnership Board and submit the same to the Partnership Board within sufficient time to allow the Partners to consider the same prior to any relevant meeting of the Partnership Board.
6.1.4 to act as the representative of the Partners in any discussions or negotiations or other appropriate transactions with any other relevant body in relation to the Agreement provided that the Lead Administrative Partner shall not enter into any contracts or agreements or incur any other liabilities without the prior written consent of the Partnership Board.
6.2 The Lead Administrative Partner shall perform the role of accounting officer in respect of the Project and shall make and provide all appropriate banking, accounting and audit arrangements and services required for due and proper receipt holding and application of monies in respect of the Project and shall make the same available to the Partners for inspection at any time.
6.3 Where appropriate each of the other Partners represents to the Lead Administrative Partner that it has validly passed a resolution (or has the appropriate delegated authority) sufficient to ensure that the delegation of such functions as are to be discharged by the Lead Administrative Partner on behalf of the Partners pursuant to this Agreement has been duly authorised to accord with the provisions of Section 101 of the Local Government Act 1972 or otherwise.
6.4 Without prejudice to the provisions of Clause 7 below, each of the Partners shall (and hereby duly undertake with the Lead Administrative Partner to) indemnify the Lead Administrative Partner against and/or contribute and pay an equal share of all or any liabilities claimed, costs and/or expenses of or reasonably incurred by the Lead Administrative Partner in or in connection with or in the course of or as a result of:
6.4.1 properly performing or discharging its roles and/or responsibilities under this Agreement as the Lead Administrative Partner; and/or
6.4.2 undertaking any contract or commitment on behalf of the Partners for the purposes of the Project in accordance with the authority given to it by or pursuant to or as referred to in the Agreement; and/or
6.4.3 acting in the course of its duties as Lead Administrative Partner; and/or
6.4.4 appointing and/or employing to it in its capacity as the Lead Administrative Partner any member of staff; and/or
6.4.5 providing any service or resource or assistance or in-kind support reasonably required on its part or from it in its capacity as the Lead Administrative Partner or in the course of its duties as such;
with the intent that the Lead Administrative Partner and the other Partners shall be liable in equal shares and/or responsible for all such liabilities claims costs and/or expenses in equal shares provided always that where liabilities claims costs and expenses have been incurred by the Lead Administrative Partner the Lead Administrative Partner shall be under a duty to mitigate its loss in accordance with the principles of common law PROVIDED THAT such indemnity on the part of the Partners shall not extend to liabilities arising or costs and/or expenses incurred by reason of or in consequence of any negligent act or omission, misconduct or breach of this Agreement by the Lead Administrative Partner.
6.5 Save in respect of the wilful or negligent act or omission of the Lead Administrative Partner in the discharge of its powers detailed in Clause 6.3 (but only in so far as these are discharged without the approval, where required, of the Partners, or the Partnership Board as the case may be, in which event a duty of care will be owed by the Lead Administrative Partner to the Partners) the Lead Administrative Partner shall owe no duty of care to the Partners and have no liability or responsibility in respect of or in relation to the proper performance or discharge (or omission to perform or discharge) of any role or function referred to in Clause 6.2 and Clause 6.3 the discharge or exercise of which requires the approval of the Partners or the Partnership Board as the case may be or which is otherwise to be carried out in the manner requested or required by (or which is omitted to be performed on the instruction or request of) the Partners or the Partnership Board as the case may be.
6.6 The Lead Administrative Partner shall at all times throughout the Term and for a period of seven years thereafter maintain full, accurate and auditable electronic and/or hard copies of records of all matters relating to the Project including (without limitation) records of staff engaged by the Lead Administrative Partner pursuant to Clause 6.4.4, expenditure, income, overheads, minutes of meetings of the Partnership Board and Partnership Council and Annual Reviews.
6.7 The Lead Administrative Partner shall provide all information reasonably required by the Partnership Board and the Partnership Council or any Partner relating to the Project within a reasonable time of any request, such information to be presented in a format and in such media as is reasonably requested.
7 PRICE AND PAYMENT
7.1 The Price to be paid by the Partners shall be calculated in accordance with Schedule B.
7.2 The procedure for payment of the Price shall be as referred to in Schedule B.
8. PARTNERSHIP BOARD
8.1 The Partnership Board shall be responsible for the strategic direction and supervision of the Project.
8.2 The Partnership Board shall be constituted by the appointment of one representative from each of the following geographic and sectoral areas:
8.2.1 Hampshire;
8.2.2 West Sussex;
8.2.3 East Sussex;
8.2.4 Surrey;
8.2.5 Higher Education
and three members from the Thames Valley area (comprising Oxfordshire, Buckinghamshire and Berkshire).
Each Partner shall also appoint a proxy member to attend and vote at meetings of the Partnership Board in the absence of the appointed member.
8.3 In addition to the above appointments the Lead Administrative Partner shall always have a representative on the Partnership Board.
8.4 The initial members of the Partnership Board and the members' proxies shall be those listed in Schedule C and these initial appointments shall be reviewed by the Partners at the first Annual Review.
8.5 In addition to the appointment of representatives for the geographical and sectoral areas detailed in Clause 8.2 the Partnership Council may also elect up to three further Partners to serve as members on the Partnership Board and such Partners' details shall be included in Schedule C as may be amended from time to time.
8.6 The members of the Partnership Board shall be persons who are suitably qualified and experienced to act as members of a supervisory board for the Project and who shall be of the appropriate standing and seniority.
8.7 The members of the Partnership Board shall have the following voting rights:
8.7.1 Hampshire - one (1)
8.7.2 West Sussex - one (1)
8.7.3 East Sussex - one (1)
8.7.4 Surrey - one (1)
8.7.5 Thames Valley - three (3)
8.7.6 Higher Education - one (1)
8.7.7 Any Partner appointed as a member of the Partnership Board pursuant to Clause 8.5 - one (1).
8.8 The Partnership Board shall appoint one of the members to act as Chairman in all meetings of the Partnership Board and such Chairman shall have, in addition to the voting rights specified above, in the case of an equality of votes exercised, a casting vote in any matter for decision by the Partnership Board. The initial member of the Partnership Board appointed as Chairman shall be listed in Schedule C and this initial appointment shall be reviewed by the Partners at the first Annual Review and subsequently at each Annual Review.
8.9 The Partnership Board shall appoint one of the members to act as Vice Chairman in all meetings of the Partnership Board and such Vice Chairman shall act as Chairman in the event of the absence of the Chairman at any meeting of the Partnership Board.
8.10 The Partnership Board:
8.10.1 shall not be a committee or joint board of the Lead Administrative Partner or any one or more of the Partners;
8.10.2 shall have no separate or legal existence apart from the Partners;
8.10.3 shall have no authority or power as an independent or separate body;
8.10.4 shall operate as a forum in which the representatives of the relevant Partners shall meet and in which each such representative shall have power or delegated authority to make decisions in relation to the Project and to commit the Partners to a decision or a course of action (in relation to the Project and within the role or responsibilities of the Partnership Board) which shall be agreed by a majority of the members of the Partnership Board;
8.10.5 shall have no power to borrow.
8.11 A meeting of the Partnership Board shall be quorate with the attendance of 50% of the members who are entitled to vote at such meeting.
8.12 If a member of the Partnership Board shall not be present at any meeting of the Partnership Board his or her agreement to a decision or a course of action (in relation to the Project and within the role of the responsibilities of the Partnership Board) may be given in writing to the Chairman or Vice Chairman or the member may decide at its discretion for its proxy to attend and to vote on its behalf in relation to any such decision or course of action.
8.13 The Partners each undertake that they have passed a resolution (or have the appropriate delegated authority) delegating the necessary authority to the Partnership Board to enable the Partnership Board to act in accordance with Clause 8 and to commit the Parties within the terms of and as contemplated by Clause 8.
8.14 A Partner may remove any person acting from time to time as its representative on the Partnership Board and another representative (who shall be duly qualified in accordance with the terms of this Clause 8) for the relevant geographical or sectoral area shall be appointed in accordance with the provisions of Clause 8.15.
8.15 No Partner shall remove a person as its representative on the Partnership Board without first securing the appointment of another representative for the relevant geographical or sectoral area and advising the other Partners of the appointment of such representative.
8.16 No decision or commitment shall be capable of being made by the Partnership Board which shall be binding on all the Partners save one which is made by a majority of the members who are entitled to vote at a meeting of the Partnership Board.
8.17 Notwithstanding any other provision of this Agreement no decision or commitment shall be capable of being made by the Partnership Board (or for the avoidance of doubt by the Contracting Partner or Lead Administrative Partner with the consent of the Partnership Board) which shall be binding on all the Partners for entering into any transactions, contracts or arrangements or a connected series of the same involving expenditure in respect thereof in aggregate in excess of £1,500 in any one financial year during the Term. Any such decision or commitment shall require the prior written consent of all the Partners.
8.18 Without prejudice to the generality of Clause 8.1 the roles and responsibilities of the Partnership Board shall be as follows:
8.18.1 to direct the Project (in the sense of giving strategic direction to the Project but not becoming involved in its day to day management);
8.18.2 to exercise overall control over the Project in terms of ensuring that the activities of the Project are being properly managed and that progress is monitored;
8.18.3 to promote high standards of quality assurance in the management of the Project;
8.18.4 to manage external relationships for the Partners acting as the point of contact for external organisations;
8.18.5 to approve all arrangements proposed by the Lead Administrative Partner for the staffing of the Project;
8.18.6 to approve all contracts or other agreements to be entered into by the Contracting Partner, such approvals to be given in writing and pursuant to Clause 8.16;
8.18.7 to manage subscriptions for the Services and other income generation;
8.18.8 to oversee the preparation of and approve all budgets plans and business plans prepared for the Project by the Lead Administrative Partner and any changes thereto;
8.18.9 to consider applications for the membership of new Partners pursuant to Clause 15 below;
8.18.10 to perform any other functions relevant to the Project subject to and within the terms of Clause 8;
8.18.11 to make arrangements and reach decisions required to be made and reached upon termination of this Agreement and to give directions to the Lead Administrative Partner regarding the distribution of assets (if any) between the Partners;
8.18.12 to give recommendations to the Partnership Council in relation to any proposed changes to this Agreement.
8.19 The Partnership Board shall meet as regularly as is necessary in order to perform its role in relation to the Project but in any event no less than twice per year. The Lead Administrative Partner shall give the members of the Partnership Board at least 14 days written notice in advance of any meeting of the Partnership Board. Such notice shall include an agenda for the issues to be discussed and any decisions or actions to be considered at such meeting.
9 PARTNERSHIP COUNCIL
9.1 The Partnership Council shall be constituted by the appointment by each of the Partners of one representative.
9.2 The Partnership Council shall meet annually in October and shall meet more regularly if required.
9.3 Any Partner may request a meeting of the Partnership Council by giving notice in writing to the Lead Administrative Partner. Such notice shall detail the reason for the meeting request and shall include a draft agenda for such meeting. The Lead Administrative Partner shall consider all such requests and unless it reasonably considers that a meeting of the Partnership Council should not be held notice will be given to the Partners in accordance with Clause 9.4.
9.4 The Lead Administrative Partner shall give the Partners at least 14 days written notice in advance of any meeting of the Partnership Council. Such notice shall include an agenda for such meeting.
9.5 The role and responsibilities of the Partnership Council shall be:
9.5.1 to provide the opportunity for dialogue between all Partners;
9.5.2 to update the Partners in relation to the Project and decisions of the Partnership Board;
9.5.3 to provide a mechanism for review and feedback by the Partners in relation to the Project;
9.5.4 to allow for the input of new ideas and suggestions in relation to the Project;
9.5.5 to enable briefing on key issues relating to the Project and awareness raising for the Partners;
9.5.6 to elect additional members to the Partnership Board as appropriate and pursuant to Clause 8.5;
9.5.7 to consider the Annual Review.
10 OFFICER WORKING GROUP
10.1 Each member of the Partnership Board shall appoint an officer as its representative on the Officer Working Group who shall be of appropriate experience (to be determined by the relevant member of the Partnership Board) in order to support that Partnership Board member.
10.2 In addition to the appointments to be made under 10.1 the Partnership Board may appoint any other officers to the Officer Working Group who have relevant experience as determined by the Partnership Board.
10.3 The Officer Working Group shall be responsible for providing professional advice and support to the Partnership Board.
10.4 The Officer Working Group shall act as a link between the Partnership Board and the Brussels Office.
10.5 The Officer Working Group shall meet two weeks before any meeting of the Partnership Board and otherwise shall meet as often as required for the purpose of providing professional advice and support to the Partnership Board.
11 MONITORING AND REVIEW
11.1 The Partners shall carry out an annual review of all aspects of the Agreement and the Project as soon as possible after 31 March in each year of the Agreement (the "Annual Review"). A written report of the Annual Review should be prepared by the Lead Administrative Partner and circulated to the Partners and submitted to the Partnership Council no later than 90 days after 31 March in each year of the Agreement.
11.2 Where the Partners identify issues or concerns relating to the Project, these should be raised at the Annual Review and any disputes in relation to the Project should be dealt with in accordance with Clause 25.8.
12 PROVISION OF NON CASH RESOURCE
12.1 The Partners shall commit such non-monetary resources and assistance and in-kind support to the Project as shall be reasonably and appropriately requested by the Lead Administrative Partner from time to time.
13 EMPLOYMENT OF OTHERS
13.1 The Lead Administrative Partner may engage and pay and charge to the Partners pursuant to Clause 6.4 the fees of such other persons or bodies as shall be reasonably required to be engaged for the purposes of the Project provided that estimates of such fees shall have been included in the budget or budgets from time to time approved by the Partnership Board. Where such fees are in excess of those approved in a budget, the Lead Administrative Partner shall obtain the prior written authority of the Partnership Board before incurring such fees.
13.2 Provided that the Lead Administrative Partner complies with the provisions of Clause 13.1, the other Partners shall each indemnify the Lead Administrative Partner against an equal share of any such fees as are referred to in Clause 13.1 with the intent that the Lead Administrative Partner shall itself be responsible for its own pro-rata share.
14 REPORTING AND CONSULTATION
14.1 The Partners shall place a high priority on the importance of regular reporting and effective consultation.
14.2 The Lead Administrative Partner agrees that any financial reports it provides will be approved and signed by a representative of the Lead Administrative Partner.
15 ADDITIONAL PARTIES
15.1 If all the members of the Partnership Board shall agree additional parties may be admitted to the Agreement provided that any prospective additional party shall not become a Partner unless they:
15.1.1 agree to such appropriate financial contribution as the Partnership Board specifies;
15.1.2 execute a Deed of Adherence in a format agreed by the Partnership Board;
15.1.3 pass a resolution to delegate authority to the Contracting Partner;
15.1.4 pass a resolution to delegate authority to the Lead Administrative Partner;
15.1.5 if required to do so appoint a representative to serve on the Partnership Board in accordance with Clause 8;
15.1.6 assume a proportion of any pre-existing liability or liabilities of the Project in accordance with its share;
15.1.7 comply with all other reasonable requirements of the Partnership Board from time to time.
16 TERM
This Agreement shall come into effect on the Commencement Date and shall continue in force subject to Clauses 19.1.2 and 19.1.3 for a minimum period of three years and thereafter until terminated in accordance with the terms of the Agreement.
17 LIABILITY AND INDEMNITY
17.1 Whilst the Partners shall make all reasonable attempts to mitigate loss, each Partner shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that Partner during the performance of the Project.
17.2 Whilst the Partners shall make all reasonable attempts to mitigate loss, each Partner shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that Partner during the performance of the Project.
17.3 Whilst the Partners shall make all reasonable attempts to mitigate loss, each Partner shall indemnify the others in respect of any reasonable loss caused to each of the other Partners as a direct result of that Partner's negligence, wilful default or fraud or that of any of the Partner's employees.
18 FORCE MAJEURE
18.1 For the purposes of this Agreement the expression "Force Majeure" shall mean anything affecting the performance by a Partner of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control. Any act, event, omission, happening or non-happening will only be considered to be Force Majeure if it is not attributable to the wilful act or neglect or failure to take reasonable precautions of the affected Partner, its agents or employees.
18.2 The Partners shall not in any circumstances be liable to the others for any loss of any kind whatsoever due to Force Majeure. Notwithstanding the foregoing, each Partner shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.
18.3 Each Partner agrees to give notice forthwith to the others on becoming aware of a Force Majeure event.
18.4 If that Partner has complied with clause 18.3 its performance under the Agreement shall be suspended for the period that the Force Majeure event continues, and the Partner shall have an extension of time for performance which is reasonable.
18.5 As regards such delay or stoppage:
18.5.1 any costs arising from the delay or stoppage will be borne by the Partner incurring those costs;
18.5.2 any Partner may, if the delay or stoppage continues for more than 90 continuous days, terminate its interests under the Agreement with immediate effect on giving written notice to the others and, subject to Clause 19.3, such Partner will not be liable to the others for such termination; and
18.5.3 the Partners shall take all necessary steps to bring the Force Majeure event to a close or to find a solution by which the Agreement may be performed despite the Force Majeure event.
19 PROVISIONS ON TERMINATION
19.1 Bearing in mind the commitment of the Partners to co-operating it is hoped that it should not at any stage become necessary to terminate this Agreement due to the default of any Partner or for any other reason. However, where any Partner is satisfied that termination is for some reason appropriate, the following provisions apply:
19.1.1 any Partner may withdraw from this Agreement and terminate its interests under this Agreement by giving twelve months notice in writing to the Lead Administrative Partner;
19.1.2 in the event that the Project is abandoned at any stage throughout the Term, any Partner may withdraw from this Agreement and terminate its interests under this Agreement immediately by giving notice in writing to the Lead Administrative Partner;
19.1.3 if any Partner is in default of their obligations under the Agreement (the "Defaulting Partner") and fails to comply with a written notice from any other Partner to remedy such default within a reasonable time period then the Lead Administrative Partner may give notice in writing terminating the Defaulting Partner's interest in this Agreement ("Termination Notice"). A Termination Notice shall take effect four weeks from its date unless the default is remedied within such period.
19.2 The Agreement will be subject to review in the light of any legislative changes or organisaltional or administrative changes which affect its continued provision.
19.3 Upon termination of any Partner's interest under this Agreement for any reason whatsoever the following shall apply:
19.3.1 Termination of any Partner's interest under this Agreement by any means shall have no effect on the liability of such Partner for the payment of any sums arising under this Agreement, or any rights or remedies of any Partner already accrued, prior to the date upon which such termination takes effect, including, for the avoidance of doubt, any sums which are or may become payable after the date on which such termination takes effect (the "Ongoing Liabilities"). In the event of such termination the Partners agree to discuss putting in place arrangements to release on a fair and equitable basis such Partner from any Ongoing Liabilities.
19.3.2 Any Partner who terminates their interest and withdraws from this Agreement or whose interest is terminated pursuant to Clause 19.1 will forgo all rights it may have in relation to any intellectual property in respect of the Project.
19.3.3 If a Partner terminates their interest and withdraws from this Agreement or has its interest terminated pursuant to Clause 19.1 during the Term of the Agreement, the relationship between the remaining Partners shall not be affected and the Agreement shall continue in force unless terminated by all Partners.
19.3.4 Any Partner who terminates their interest and withdraws from this Agreement or whose interest is terminated pursuant to Clause 19.1 shall within 10 days of termination return to the Lead Administrative Partner all data, documents, equipment and other information and property held by it for the purpose of the Project.
19.3.5 The remaining Partners shall within 10 days of termination return to any Partner who terminates their interest and withdraws from this Agreement or whose interest is terminated pursuant to Clause 19.1 all data, documents, equipment and other information and property belonging to such Partner which such Partner has provided for the purpose of the Project.
19.3.6 In the event that the Contracting Partner terminates its interest and withdraws from this Agreement or has its interest terminated pursuant to Clause 19.1 the Contracting Partner shall take whatever steps are necessary to transfer to the Lead Administrative Partner any contracts or agreements entered into by the Contracting Partner on behalf of the Partners as necessary for the purpose of performance of the Project.
19.4 In the event that the Agreement is terminated, any property or other assets held on behalf of the Project shall be used first to defray any expenses and liabilities properly incurred and will thereafter be distributed amongst the Partners at the time of such termination in such manner as the Partnership Board may determine to be fair and reasonable. Any deficit arising at such time shall be borne by the Partners in a similar manner. For the avoidance of doubt, any assets owned by an individual Partner and loaned to the Project shall be returned to that Partner.
20 INTELLECTUAL PROPERTY
20.1 All intellectual property rights in any material (including without limitation any Project logos, insignia, letter heads, documentation and data) created by any or all of the Partners, employees, or any agent or subcontractor of a Partner in fulfillment of the purposes of the Project or exclusively for the purposes of the Project shall vest in the Lead Administrative Partner who shall hold such intellectual property on behalf of and for the benefit of all the Partners.
20.2 In the event that the Lead Administrative Partner shall during the Term or during a period commencing six years from the termination of this Agreement sell or otherwise remuneratively exploit the intellectual property the Lead Administrative Partner shall divide the net profit achieved (less reasonable expenses incurred by the Lead Administrative Partner as result of the sale or exploitation) between each Partner (including the Lead Administrative Partner) in accordance with each Partner's equal share.
20.3 The Lead Administrative Partner shall grant to each other Partner a non-exclusive royalty free licence to use operate copy and modify the Project's intellectual property for the purpose of the Project or otherwise for the internal purposes of that Partner.
21 CONFIDENTIAL INFORMATION
21.1 The Partners shall at all times use their reasonable endeavours to keep confidential (and to procure that their respective employees agents consultants and sub-contractors shall keep confidential) all Confidential Information concerning the Project or the business and affairs of the other Partners which may now or at any time hereafter be in its possession and shall not disclose it except with the prior written consent of the other Partners or where the Confidential Information relates only to one Partner, the consent of that Partner.
21.2 "Confidential Information" means any information imparted to any of the Partners or their employees agents consultants or sub-contractors ("the Receiving Party") which was imparted to the Receiving Party on the basis that it is to be kept confidential or would by its nature normally be regarded as being confidential or to the knowledge of the Receiving Party was obtained by the other Partners on the basis that it was to be kept confidential or is of commercial value in relation to the Project but shall not include any information which is:
21.2.1 already in the public domain otherwise than by reason of its wrongful disclosure by the Receiving Party;
21.2.2 already in the possession of the Receiving Party without restrictions as to its use before it came into the Receiving Party's possession or knowledge as a result of or in connection with the Project.
21.3 This Clause 21 shall continue without limit of time and shall survive the termination of this Agreement.
21.4 This Clause 21 shall not prevent the disclosure of any Confidential Information relating to the Project which is reasonably disclosed for the furtherance of the Project or the promotion of the Project provided that the prior written consent of the Partner the Confidential Information belongs to is obtained before disclosure and the Partner disclosing the information takes all steps that are commercially practicable to preserve the confidentially of the information, and shall not prevent the disclosure of any Confidential Information where required by law or any regulatory or statutory body.
22 COMPLIANCE WITH LEGISLATION
22.1 Throughout the Term the Partners shall comply with the requirements of any relevant Statute, Statutory Rule or Order, or other instrument having the force of law.
22.2 Without prejudice to the generality of Clause 22.1 any contracts or agreements entered into by the Contracting Authority pursuant to this Agreement must have been awarded in accordance with the provisions of the Public Contract Regulations 2006 or any equivalent European legislation.
23 DATA PROTECTION ACT 1998
23.1 The Partners shall at all times comply with the Data Protection Act 1998 including, where appropriate maintaining a valid and up to date registration or notification under the Data Protection Act 1998.
23.2 The Partners shall not disclose Personal Data to any third parties other than:
(i) to employees and sub-contractors to whom such disclosure is reasonably necessary in order to carry out the Project; or
(ii) to the extent required under a court order
provided that disclosure under paragraph (i) is made with the approval of the other Partners and subject to written terms no less stringent than the terms contained in this Clause and that that Partner shall give notice in writing to the others of any disclosure of Personal Data it or a sub-contractor may make under paragraph (ii) immediately it is aware of such a requirement.
23.3 Each Partner shall indemnify and keep indemnified the other Partners against all losses, claims, damages, liabilities, costs and expense (including reasonable legal costs) incurred by the other Partners in respect of any breach of this Clause by the Partner and/or any act or omission of its sub-contractor.
23.4 The Partners are required to comply with the obligations set out in Principle Seven of the Data Protection Act 1998. In this clause "Personal Data" means personal data as defined in the Data Protection Act 1998 which is known to the Partners.
23.5 Each Partner shall grant to the other Partners the right of reasonable access to all records of Personal Data and shall provide reasonable assistance at all times during the currency of this Agreement to ensure the quality and security of data collected.
24 FREEDOM OF INFORMATION ACT 2000 ("FOIA") AND ENVIRONMENTAL INFORMATION REGULATIONS 2004 ("EIR")
24.1 Each Partner acknowledges that the other Partners are subject to the requirements of the FOIA and the EIR and each Partner shall assist and co-operate with the other Partners (at their own expense) to enable the other Partners to comply with these information disclosure obligations.
24.2 Where a Partner receives a request for information in relation to information which it is holding on behalf of any of the other Partners, it shall (and shall procure that its sub-contractors shall) :-
(a) transfer the request for information to the relevant Partner as soon as practicable after receipt and in any event within two working days of receiving a request for information;
(b) provide the relevant Partner with a copy of all information in its possession or power in the form that the Partner requires within five working days (or such other period as the Partner may specify) of the Partner requesting that information ; and
(c) provide all necessary assistance as reasonably requested by the relevant Partner to enable the Partner to respond to a request for information within the time for compliance set out in the FOIA or the EIR.
24.3 Where a Partner receives a request for information which relates to the Agreement, it shall inform the other Partners of the request for information as soon as practicable after receipt and in any event at least two working days before disclosure.
24.4 Where a Partner determines that information (including confidential information) must be disclosed pursuant to this Clause 24 it shall notify the other Partners of that decision at least two working days before disclosure.
24.5 Each Partner shall be responsible for determining in its absolute discretion whether any information :-
(a) is exempt from disclosure under the FOIA or the EIR;
(b) is to be disclosed in response to a request for information
24.6 Each Partner acknowledges that the other Partners may be obliged under the FOIA or the EIR to disclose information
(a) without consulting with the other Partners, or
(b) following consultation with the other Partners and having taken their views into account.
25 GENERAL
25.1 This Agreement shall not be varied or amended unless such variation or amendment has been agreed in writing and signed on behalf of all the Partners.
25.2 Nothing contained or implied herein shall prejudice or affect the relevant Partners' rights powers discretions duties and obligations in the exercise of their functions as public bodies and/or in any other capacity and all rights powers discretions duties and obligations of the Partners under all public and private statutes bylaws orders and regulations and statutory regulations and statutory instruments may at all times be fully and effectually exercised as if the Partners were not party to this Agreement and as if this Agreement had not been made and the exercise of such rights powers discretions duties and obligations shall not lead to any liability under this Agreement (howsoever arising) on the part of the Partner to any other Partner.
25.3 The Partners shall not represent themselves as being any other Partner nor an agent partner or employee of any other Partner and shall not hold themselves out as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of any other Partner and nothing in this Agreement shall operate so as to constitute any one Partner as an agent partner or employee of any other Partner unless otherwise provided for in this Agreement.
25.4 This Agreement shall be governed by and construed in accordance with English Law.
25.5 This Agreement is personal to the Partners and no Partner shall assign transfer or purport to assign or transfer to any other persons any of its rights or sub-contract any of its obligations under this Agreement.
25.6 A person who is not a party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
25.7 Any notice required or permitted to be given by a Partner to another Partner under this Agreement shall be in writing and addressed to the appropriate authorised officer of the other Partner at its principal office and also sent to the authorised officer of the Lead Administrative Partner at its principal office.
25.8 It is expected that the Partners will adhere to best practice in relation to the Agreement. If any dispute arises out of the Agreement the Partners will attempt to settle such by negotiation. In exceptional circumstances where disputes cannot be resolved by negotiation and where such disputes threaten the Project, then the Partners will take necessary steps to settle by appropriate mediation in accordance with the mediation procedure of the Centre for Dispute Resolution.
26 COUNTERPARTS
26.1 This Agreement may be entered into in any number of counterparts and by the Partners on different counterparts.
26.2 Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same Agreement.
IN WITNESS hereof the parties hereto have executed this Agreement as a Deed the day and year first written
Signed ......................................................in the capacity of Authorised Signatory
Signed ......................................................in the capacity of Authorised Signatory
For and on behalf of Hampshire County Council
SCHEDULE A
Services and Levels of Subscription
1. Introduction:
This Schedule sets out a `menu' model for the different levels of service in the new partnership. The idea of the `menu' model is to be able to provide a flexible structure that: can accommodate the range of needs and expectations of all partners; opens up opportunities for all partners at all levels; and stimulates and encourages as much partnership working and use of the office as possible. Whether you want a basic information service or a high profile there should be a level of service to suit your organisational needs.
2. The `menu' model:
The menu is centred on essential core services. Partners can then choose to add on extra levels of services each time increasing the amount of involvement, staff time, expertise and input into business planning and priority setting they have access to.
Level of Service Indicative cost
Level 1 £2,000
These are the fundamental services provided by the Brussels Office. They are available to everyone via the partnership web-site. Partners at this level would however have minimal input to the business planning process. The services are:
· A weekly newsletter
· Policy briefings and meeting notes
· Partner search bulletin
· EU funding guide
· Listing in partnership publicity and web-site
· Input to partnership MEPs newsletter
· Invitations to partnership events
· Liaison with the other partnerships in South East England House
· Basic signposting service
Level 2 £4,000
A level two subscription moves beyond the one-way flow of information from Brussels to the partner organisation by entitling partners to:
· Use of exhibition space in the office
· Ability to display brochures/leaflets, products in the office
· Initial enquiry service
· Provision of contacts
· Use of the hot desk facilities (subject to availability)
· Option to meet with Brussels staff on an annual basis when they are visiting your area
Level 3 £6,000
A level three service is aimed at those organisations that want to use the Brussels Office to help with EU projects. This level provides you with:
· Early warning of calls for proposals, funding events or partner searches
· Information and guidance on bidding
· Assistance in finding partners for projects
· Assistance with disseminating EU project results
· Organisation of meetings in Brussels
· Annual meeting with Brussels staff in UK
· Work experience or stagiaire placement in the office
· Use of meeting room facilities (subject to availability)
· Profile in partnership publicity and web-site
Level 4 £12,000
A level four service is more focussed on partners engaging in EU policy and legislative developments. At this level the office will:
· Liaise with Brussels based networks
· Liaise with officials in the European institutions
· Give early warning of EU policy, legislation and associated events
· Provide information and guidance on lobbying
· Organise in-house events and visits
· Draft position statements
· Visit your organisation for half a day twice a year
· Arrange secondment opportunity in Brussels Office
Level 5 £20,000
The top level of service provides all of the above plus:
· In-depth, tailored and specialised briefings
· High profile in partnership publicity and web-site
· Active promotion in Brussels for policy, projects and initiatives.
· Liaison with high level officials and politicians
· Quarterly visits by Brussels staff to your organisation
· Organisation of showcase or bespoke events
· Opportunities for involvement in high profile external events
· Active role within Brussels based networks/partnerships
· Reports or presentations on Brussels activities
· Priority in the business planning process and use of meeting rooms.
3. Extra Services:
The office will have an hourly tariff according to which extra, ad-hoc or one-off services over and above your level of service will be charged. The Head of Office will manage this additional workload. Should external organisations wish to make use of this `consultancy' service then the tariff would be 25% more.
The Officer Working Group will monitor the use of the office to ensure consistency between the different levels. Your level of subscription will be set out in the Partnership Agreement, you will be signing up to a 3 year commitment.
SCHEDULE B
Price and Payment Provisions
1. The annual cost of services will be:
Level 1 £2,000
Level 2 £4,000
Level 3 £6,000
Level 4 £12,000
Level 5 £20,000
These will be reviewed as part of the annual review.
2. The partnership subscription year will run from 1st April to 31st March.
3. Subscriptions are due annually, in advance on 1st April and the lead Administrative Authority will invoice partners in April for the forthcoming year.
4. Partners will subscribe at the following service levels:
Level 1
East Sussex County Council £2,000
Thames Valley Learning and Skills Council £2,000
Bucks Chiltern University College £2,000
Vale of White Horse District Council £2,000
Wokingham District Council £2,000
Oxford City Council £2,000
Aylesbury Vale District Council £2,000
Oxfordshire County Council £2,000
West Oxfordshire District Council £2,000
Rother District Council £2,000
Level 2
Reading Borough Council £4,000
West Berkshire Council £4,000
Hampshire Fire & Rescue Service £4,000
Chichester University £4,000
Level 3
Southampton City Council £5,000*
Winchester University £5,000*
University College for the Creative Arts £6,000
Buckinghamshire County Council £6,000
University of Surrey £6,000
Brighton and Hove £6,000
University of Brighton £6,000
Level 4
Surrey County Council £12,000
Level 5
West Sussex County Council £20,000
Hampshire County Council £20,000
* Transitional arrangement for initial 3 years
SCHEDULE C
Partnership Board Members
Partnership Board Members' Proxies
Chairman's Details
Vice-Chairman's Details