the white cliffs landscape partnership partnership agreement

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APPENDIX 1

The White Cliffs Landscape Partnership

Partnership Agreement

JWH/21/09/2010

IKEN REF: CON002921/094942 (Clean version)

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AGREEMENT made the day of 2010

1. Parties

1.1 The parties to this Agreement are the Partners listed in Schedule 1 Part 1.

2. Recitals

2.1 The Partners have agreed (i) to work together to develop and submit the Application

to the HLF for a landscape partnership grant to instigate improvements on the chalk

grassland landscape around Dover and Shepway and (ii) to work together (with

Dover District Council acting as the lead partner) to manage, administer and

implement the Scheme in accordance with the terms and conditions of the grant.

2.2 The Partners have accordingly agreed to enter into this agreement so as to outline

the roles, responsibilities and obligations of each of the Partners in order to ensure

the due and proper progress and successful delivery of the Scheme.

2.3 Dover District Council, Kent County Council and Shepway District Council enter into

this agreement for the purposes of the promotion and improvement of the economic

social and environmental well-being of their areas in exercise of their powers under

Section 2 of the Local Government Act 2000 and all other enabling powers.

3. Definitions

2.1 In this Agreement the following definitions apply

“HLF” means the Heritage Lottery Fund

“Application” means the Landscape Partnership Scheme submission to HLF

incorporating the detail on the items in Schedule 2 and Appendix 1 to this Agreement

“Implementation Team’ means the White Cliffs Landscape Partnership

implementation team who are employed to implement the Scheme on behalf of the

Partners

“Grant Offer Letter” means the offer letter (including any Terms and Conditions)

issued by HLF (and dated 4 May 2010) in response to the Application (and a copy of

which is annexed in Appendix 2 to this Agreement) and any subsequent Offer

Letter(s) issued by the HLF in relation to the Scheme

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“Lead Partner” means Dover District Council acting on behalf of the Partnership and

the Implementation Team as the lead delivery agent

“Partner” means a party to this Agreement listed in Schedule 1 Part 1 and any other

parties as may subsequently be admitted to the Scheme under the terms of this

agreement

“Associate” means an individual or organisation with an interest in the Scheme listed

in Part 2 of Schedule 1

“Partnership” means the arrangement between the Partners in accordance with this

Agreement

“The Board” means the Partnership Board as set out in Schedule 3

“Programme” means a group of Projects as listed in Schedule 2

“Project” means a project listed in Schedule 2

“Project Manager” means the officer responsible for the day to day management and

delivery of the Scheme reporting directly to the Board and managing the

Implementation Team and any third parties

"Scheme" means the scheme (entitled "The White Cliffs Landscape Partnership

Scheme") and more particularly described and set out in the Application, the Grant

Offer Letter and all other supplementary documentation submitted to HLF in support

of the Scheme

“Third Party Contract” means any contract for a Project for works, supplies or

services which is made between a Partner or Associate and a contractor.

4. Duration and Status of Agreement

4.1 This Agreement will remain in place for the [10 year] duration of the Scheme and

continue in effect until the Lead Partner has discharged in full its obligations under the

Grant Offer Letter with the exception of the obligation upon Partners to retain Project

records which shall continue in accordance with Clause 15 (Records) and also

subject to Clause 17 (Failure, non-compliance and termination).

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4.2 The Partners appoint the Lead Partner to co-ordinate oversee and administer the

Scheme and agree to work with the Lead Partner to complete the Scheme and to

observe all terms and conditions of the Scheme.

4.3 This Agreement does not create a legal partnership within the meaning of the

Partnership Act 1890 or otherwise.

4.4 Each Partner shall use its reasonable endeavours to obtain all necessary formal

authority for entering into this Agreement.

5. Good Faith etc

At all times during the continuation of this Agreement:

5.1 All involvement in relation to the Scheme entered into by the Partners shall be

conducted in good faith and on the basis as set out in this Agreement.

5.2 Each of the Partners shall at all times act in good faith towards the Lead Partner and

each other and use reasonable endeavours to ensure the observance of the terms of

this Agreement and the terms and conditions of the Grant Offer Letter.

5.3 Each Partner shall commit all necessary resources and do all things reasonably

necessary or desirable to give effect to this Agreement provided always that any

dispute between the Partners shall be dealt with in accordance with the dispute

resolution procedure set out in Clause 16.

5.4 Each Partner shall provide without charge such reasonable technical or

administrative assistance co-operation or support as the Lead Partner may request

from time to time in connection with the fulfilment by the Lead Partner of its

obligations under this Agreement.

5.5 No Partner shall seek to make a surplus or reduce a loss at the expense of any other

Partner.

5.6 Subject to Clauses 5.1−5.5 above, no Partner shall (i) interfere with the right of each

of the Partners to arrange its affairs in whatever manner it thinks fit in order to

perform its obligations under this Agreement in the manner in which it considers to be

the most effective and efficient (ii) (except as otherwise expressly stated in this

Agreement) oblige any Partner to incur any additional costs or expense or suffer any

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loss in excess of that required under this Agreement or the terms and conditions of

the grant offer.

6. Operation of the Partnership

6.1 The Scheme’s success depends on the co-operation and shared purpose of all the

Partners and Associates and their commitment to planning and implementing the

Scheme.

6.2 The Implementation Team will be responsible for planning and implementing the

Scheme. They will work closely with and be advised by The Board.

6.3 All Partners will be represented on The Board as identified in Schedule 3.

7. General Responsibilities of the Partners

Each Partner shall:

7.1 Supply promptly to the Lead Partner all such reasonable information or

documentation as the Lead Partner and/or The Board may reasonably require in

connection with a Project to fulfil that Partner’s obligations as provided for in this

Agreement and in the Grant Offer Letter or as the HLF may specifically request.

7.2 Ensure all reports and evidence of costs conform to the guidelines set out in the

Grant Offer Letter or otherwise issued by the HLF.

7.3 Prepare and send to the Lead Partner the reports and other documentation and

evidence of cost which are to be submitted to the HLF and all in strict accordance

with any timescales or other requirements laid down.

7.4 Keep true and accurate records and accounts of the actual amounts of all costs and

expenses incurred in performing each Project.

7.5 Perform its Project work as set out in the Application and Schedule 2 and according

to the terms of the Grant Offer Letter and in accordance with all timescales or other

requirements laid down.

7.6 Promptly notify the Lead Partner of any delay in performance of its Project work and if

appropriate propose any corrective actions to be taken where the Project falls behind.

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7.7 Be solely liable for any loss incurred by, or damage or injury to third parties resulting

from the carrying out by such Partner of any Project work for which they are

responsible under the Application or Schedule 2 or any other term of this Agreement.

7.8 Indemnify the Lead Partner against any liability for injury damages costs losses or

expenses arising out of the carrying out by such Partner of any Project work for which

they are responsible under the Application or Schedule 2 or any other term of this

Agreement.

7.9 Be responsible for the entire duration of this Agreement for taking out adequate third

party liability insurance against all claims for injury or damages incurred by third

parties arising out of the carrying out of any Project work by the Partner or the

Partner's agent or contractor or otherwise by the Partner's participation in the

implementation of the Scheme. Each Partner shall confirm to the Lead Partner that

they have the adequate insurance to cover all such liability.

7.10 Provide evidence of such insurance cover as requested by the Lead Partner.

7.11 Be fully responsible for the full and satisfactory performance of any Third Party

Contract which it enters into in connection with a Project.

7.12 Comply with its own standing orders and the European procurement rules when

procuring works and/or goods and services.

7.13 Ensure that it complies with its obligations under the Grant Offer Letter.

7.14 Ensure consistent public messages based on the Board’s advice on communicating

and publicising the work of the Scheme.

7.15 Contribute to all meetings appropriate to the Scheme and their projects.

7.16 Participate in appropriate training sessions set up for Partnership members by the

Lead Partner.

8. Lead Partner

8.1 The Lead Partner shall have overall responsibility for co-ordinating the Scheme

timescales and tasks set out in the Application and Grant Offer Letter. Under the

terms of this Agreement the Lead Partner is responsible for:

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8.2 The preparation and the submission of the Application and all documents and other

information in support thereof and dealing with any resulting enquiries from the HLF.

8.3 The provision to the Partners of a full copy of the Application and the HLF Grant Offer

Letter and all other documents in support thereof and any related terms and

conditions.

8.4 The preparation and co-ordination of the commencement of the Scheme.

8.5 Overall co-ordination of the Scheme and the implementation of the requirements of

the Grant Offer Letter and endeavouring to ensure that all Partners comply with the

obligations they have accepted under this Agreement.

8.6 Employment and Line management of the Implementation team .

8.7 Communication and correspondence with the HLF.

8.8 Ensuring the Board meets at regular intervals.

8.9 Storage of all records pertaining to the Scheme (excepting such records which need

to be kept by Partners which it is the responsibility of Partners to store for the duration

required by the Landscape Partnership Scheme as set out in the Grant Offer Letter).

9. The Board

9.1 The Constitution and Terms of Reference for The Board are set out in Schedule 3.

9.2 The Board shall be responsible for:

9.2.1 Advising and supporting the Lead Partner and other Partners in the delivery,

maintenance and evaluation of the Scheme.

9.2.2 Undertaking regular Scheme, Programme and Project progress reviews.

9.2.3 Advising the Lead Partner on the management of the Scheme budget

9.2.4 Recommending to the Lead Partner amendments to the Scheme and

reallocations of the budget.

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9.2.5 Approving reports on the Scheme for submission by the Lead Partner to the

HLF.

9.2.6 Recommending to the Lead Partner the termination of a defaulting Partner’s

participation in the Scheme.

9.2.7 Co-ordinating the activities of the Partners to ensure the due progress of the

Scheme.

9.2.8 Approving any variations to the proposed management structure.

9.2.9 Approval of an annual Budget and business plan.

9.3 The Board will meet twice yearly, or at any other time when appropriate at the request

of one of the members of The Board.

10. Implementation Team

10.1 The Project Manager and other officers of the Implementation Team will be appointed

by the Lead Partner in accordance with the proposed management structure and any

variation thereof agreed from time to time by the Board.

10.2 Schedule 4 sets out the proposed management structure.

10.3 The Project Manager and other officers of the Implementation Team will be employed

by the Lead Partner and will be responsible for:

10.3.1 Endeavouring to ensure the Scheme is implemented and progressing project

and monitoring activities as appropriate.

10.3.2 Co-ordinating the submission of Partner financial reports or other documents

including copies of all invoices, receipts and presenting them to the Lead

Partner in the format required.

10.3.3 Reporting on the progress of the Scheme’s work and on any issues identified,

including an estimate of the timing of costs and any significant changes.

10.3.4 Preparing a detailed annual work plan and budget in conjunction with the

Project Manager and Partners for submission to the HLF.

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10.3.5 Advising on and implementing as appropriate any corrective actions to be

taken where a Project is falling behind the Programme.

10.3.6 The timely submission of correct and auditable documents to the Lead

Partner.

10.3.7 Facilitating meetings of The Board and circulating minutes to all Partners.

10.3.8 Organising meetings of the Board as appropriate

11. Scheme Finances

Match Funding Contributions

11.1 Details of match funding contributions (capital and revenue) for the Scheme to be

paid or expended by the Partners for each year of the Scheme will be outlined in the

Landscape Conservation Action Plan to be submitted to and approved by the HLF.

11.2 The Project Manager shall prepare an annual Budget and business plan for

submission to the Board for approval at the commencement of each year of the

Scheme.

11.3 It will be the responsibility of the Board (following the report by the Project Manager)

to give annual approval to the Budget and business plan.

11.4 Each contributing partner will inform the Lead Partner in adequate time of any

variations in contributions for each year of the Scheme for submission to and

approved by the Board and the HLF.

11.5 Each Partner will ensure that its annual match funding contribution to the Scheme is

committed at the beginning of its respective budget year.

11.6 The status of each contribution and the cumulative match funding will be monitored

by the Lead Partner for each year of the Scheme.

11.7 The Board will make recommendations to the Lead Partner on how to address any

shortfalls or over-payments.

11.8 A review of the Scheme budget and match funding will be made by the Board once

the Scheme is approved by the HLF and for each year of the Scheme.

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Financial Management

11.9 The Lead Partner shall in the interests of transparency and co-operation establish

and maintain for the duration of the Scheme an account in the name of the Lead

Partner (but for the avoidance of doubt not necessarily an account specifically

opened for the Scheme) and shall pay into the account the grant monies or match

funding contributions received by the Lead Partner or any other payments received

from the other Partners or any other person under this Agreement in relation to the

Scheme.

11.10 The Lead Partner shall be directly responsible to the HLF for the overall financial

management of the Scheme including the setting of budgets and financial monitoring

and control.

11.11 The Lead Partner shall be responsible for the collation of information, the production

and submission of payment claims and the production of financial reports.

11.12 The Lead Partner shall make any request for any modification of the budget for the

Scheme as a whole to the Board.

11.13 The Lead Partner will seek to ensure the reliability of the accounting and records

supporting the financial reports submitted by each Partner and will request supporting

evidence to enable it to carry out its role and comply with the requirements of the

Grant Offer Letter.

11.14 The Lead Partner shall ensure that all monies and other receipts relating to the

Scheme are separately identified in the records of its accounts and that they are used

as may be specified in accordance with the Grant Offer Letter and the terms of this

Agreement.

11.15 At the end of each financial year of the Lead Partner it will carry forward in the

accounts of the Scheme any credit/debit balance outstanding on the account at that

date and such balance shall then be taken into account in the budget for the ensuing

year of the Scheme.

11.16 The other Partners in turn are responsible for:

11.16.1 Due completion of their own Projects.

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11.16.2 The production of accurate financial reports relating to their expenditure.

11.16.3 Informing the Lead Partner promptly of any proposals to modify the budget.

11.16.4 Keeping separate accounts for their Project(s) or to use a unique

accounting code in accordance with the rules concerning eligible

expenditure.

11.16.5 The prompt submission to the Lead Partner at the Lead Partner’s request

of all necessary evidence where the Partner has previously defaulted in

supplying adequate evidence for expenditures incurred or in the event of

non-fulfilment of the Grant Offer Letter conditions concerning eligibility of

expenses.

11.16.6 Financial reports or other related documents including copies of all

invoices, receipts and other evidence of expenditure will be submitted by

each Partner to the Lead Partner in accordance with the procedure to be

set out in the Grant Offer to be issued by the HLF. Failure to submit such

documents shall be dealt with in accordance with the provisions of Clause

17.

11.16.7 An up-to-date estimate of the total cost and significant variations (+/- 10%

of original budget), on each heading, will be reported as part of the

monitoring process to be carried out by the Project Manager and the

Implementation Team.

Timetable of Expenditure

11.17 Each Partner will provide an estimate of the timing of costs to the Lead Partner on a

timely and regular basis (as reasonably required by the Lead Partner) and any

significant changes will be reported as part of the monitoring process.

Statement of Expenditure

11.18 Each Partner will provide the Lead Partner with a statement of expenditure and list of

supporting documents as advised by the HLF in the Grant Offer Letter.

11.19 The statement of expenditure and related documents are required within 30 days of

the end of the period as stated in the Grant Offer Letter.

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11.20 The following supporting documentation is required for the statement of expenditure.

(a) For income and expenditure:

• Copies of original invoices (Partners to retain original invoices) or

equivalent for all eligible expenditure incurred;

• Copies of invoices and receipts for income or other monies

(grants/contributions);

• Print-out from the computerised or manual accounting system to verify

these payments and receipts.

(b) For salary costs:

• A declaration is required, signed by or on behalf of the Project Manager

or equivalent, of the annual salary, rates of pay etc. for each eligible staff

member. National Insurance costs etc. must be shown separately. An

explanation of how chargeable days/hours are calculated must also be

included, plus evidence of any costs included as overheads.

Payments

11.21 In advance of possible reclaiming of money from the HLF each Partner will bear all of

its own costs with regards to the preparation of the Application and to the

implementation of the Scheme.

11.22 Payment methods (rates and dates) will be set out in the Grant Offer Letter in

agreement with the Lead Partner.

11.23 The Landscape Partnership Scheme Grant payments will be made by the HLF

directly to the Lead Partner.

11.24 In order to receive payments, the Lead Partner must submit to the HLF:

(a) A detailed and certified breakdown (either by the accountant or treasurer),

setting out the work undertaken and the expenditure incurred in conformity

with the agreed timetable;

(b) Copies of invoices or other documents certified attesting to the totality of the

expenditures incurred and the work undertaken;

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(c) A report which provides details on progress in relation to the planning and

timetable, as well as details on progress in relation to the monitoring

indicators of the Scheme as set out in the Grant Offer Letter.

11.25 The final payment will be paid after the Lead Partner has provided the following to the

HLF:

(a) A report on the implementation and an evaluation of the Scheme.

(b) A detailed and certified breakdown (either by the accountant or treasurer),

setting out the work undertaken and the expenditure incurred in conformity

with the agreed timetable.

(c) Copies of invoices or other documents certified by the accountant or

treasurer attesting to the totality of the work undertaken.

(d) A signed document confirming the completion of the Scheme.

(e) A certified financial breakdown of the totality of the co-financing

arrangements.

and after the HLF has approved these documents and given its formal consent.

11.26 Once the fully documented claim has been received, the grant payment will normally

be despatched or the claim rejected, unless it is necessary for the Lead Partner to

seek further information, at the request of the HLF, to support the claim.

11.27 The Lead Partner undertakes to transfer the due sum promptly to the relevant

Partner’s bank account, in accordance with the schedule of contribution as agreed

between the Partners. Transfer will happen within 28 working days after receiving the

money from the HLF. (A review will be made once the scheme is approved and a

copy of the agreed schedule of contribution approved by the Board will be attached to

this agreement.)

11.28 The Lead Partner accepts no liability in respect of loss attributable to any delay in the

payment of claims or to any suspension, reduction or cancellation of grant.

Withholding and repayment of grant

11.29 The Lead Partner is entitled to reclaim immediately the grant paid to another Partner

if:

(a) After final settlement the conditions stipulated in this Agreement have not

been fully complied with.

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(b) The grant has been wrongfully obtained as a result of improper information.

(c) The grant has not been used for the tasks specified in the grant letter.

(d) The Scheme expenditure has been partially or completely rejected by the

auditor after final inspection.

(e) The Lead Partner is required to repay a part of the Fund due to the other

Partners default.

11.30 Any dispute over and failure to comply with such reclamation will be dealt with in

accordance with Clauses 16 and 17.

12. Audit Requirements

12.1 During the lifetime of the Scheme (and afterwards), audits may be undertaken by the

authorities responsible for the implementation of the Scheme and Partners shall

provide all such documentary evidence as may be requested by the auditor.

12.2 Partner financial reports shall be signed by the accountable representative of the

relevant Partner organisation.

12.3 The Lead Partner will perform an audit of all supporting documents (both for outputs

and finance) as each claim is submitted.

12.4 A closing audit at the end of the Scheme will be co-ordinated by the Lead Partner.

13. Intellectual Property

13.1 Material both written and verbal produced directly or indirectly by the Partners or

gathered by them in the course of the Scheme may be used by the Partners for any

purposes in connection with the Scheme and for the promotion of the Scheme during

the Scheme and afterwards but in all other respects shall remain the property of the

originator unless otherwise agreed.

14. Publicity

14.1 The support of the HLF for the Scheme shall be stated explicitly in all the publications

relating to the Scheme as well as during any events in connection with the Scheme.

14.2 All publications relating to the Scheme will display the HLF logo as well as a Scheme

emblem and acknowledge the Scheme’s location in the Dover and Shepway area.

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14.3 In the case of information made available by electronic means (websites, databases)

or as audio-visual material, the principles set in Clauses 14.1 and 14.2 apply.

15. Records

15.1 An auditable record of outputs must be produced by each Partner and a copy given to

the Lead Partner for reporting purposes and for inspection by the HLF.

15.2 All records, financial and otherwise, pertaining to a Project must be held by the

relevant Partner in a safe place until [December 2020] and be made available to an

authorised auditor on request.

16. Dispute Resolution

16.2 As soon as a Partner is aware of any difference or dispute with another Partner(s)

arising under or out of or in connection with this Agreement ('the dispute') the Partner

shall inform the Lead Partner who shall then immediately refer the dispute to a

special meeting of the Board.

16.2 If the dispute involves the Lead Partner as a party to the dispute then any Partner

may call a special meeting of the Board to consider the dispute.

16.3 If the Board has not been able to resolve the dispute by agreement within 21 days of

its meeting then the relevant Partners shall meet as soon as practicable and use their

reasonable endeavours to negotiate a settlement of the dispute in good faith.

16.4 If the dispute is not resolved in accordance with Clauses 16.1−16.3 then any party to

the dispute may serve upon the other a notice to commence mediation to settle the

dispute and on receipt of such notice either party may within seven days notify the

Centre for Effective Dispute Resolution (CEDR) and request that a mediator be

appointed.

16.5 Any such mediation shall be conducted in accordance with the rules prescribed by

the CEDR.

16.6 The mediation shall be deemed to have commenced on the notification to both

parties in writing of the appointment of a mediator by the CEDR and upon written

confirmation having been received by the parties of the mediator's acceptance of the

appointment.

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16.7 If at any time after 10 days from the commencement of the mediation no settlement

has been achieved either party may refer the dispute to the courts. No party may

commence any court proceedings in relation to any dispute arising out of this

Agreement until they have attempted to settle it by mediation and that mediation has

terminated.

16.8 Each party shall bear its own costs of the mediation.

16.9 The payment of fees for the mediation process shall be as directed by CEDR.

17. Failure, non-compliance and termination

17.1 If at any time during the term of this Agreement any Partner fails to perform any of its

obligations, it is the responsibility of that Partner to notify the Lead Partner of this

failure and of the Lead Partner to send a written notice to the Partner concerned

specifying the failure or non-compliance and the period for remedying it. The Partner

concerned shall within the given period take all such action as may be appropriate to

remedy the failure or non-compliance.

17.2 In the event that a Partner persistently or materially continues to fail to perform any of

its obligations after the giving of a notice under Clause 17.1 the Project Manager shall

report the matter to a special meeting of the Board and the Board shall have the right

to terminate the Partner’s interest in the Scheme (provided that the HLF does not

object) and to recover any losses or costs which the other Partners may incur.

17.3 Any termination of a Partner's interest shall not prejudice or affect any rights or

remedies accrued by any Partner prior to or in consequence of the termination.

17.4 In the event of termination under Clause 17.2 the Board will review the viability of the

continuation of any relevant Project and any effect on the Scheme as a whole.

17.5 If in the view of any Partner (acting reasonably) the Lead Partner shall fail to properly

and diligently pursue the discharge of its obligations under the Grant Offer Letter then

that Partner shall be entitled

(a) to give written notice to the Lead Partner of the alleged failure(s) with full

details in support thereof;

(b) call a special meeting of the Board to consider the alleged failure(s) and any

action to be taken in order to remedy any failure(s) which the Board finds.

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17.6 If a Partner fails to meet any of its obligations under this Agreement (the responsible

Partner)

17.6.1 any resulting loss damage costs and expense caused by such failure shall

fall on the responsible Partner

17.6.2 the responsible Partner shall meet any costs claims or demands made by the

HLF under the terms and conditions of the Grant Offer Letter that arise

directly or indirectly out of the failure

17.6.3 the responsible Partner shall keep the Lead Partner fully and effectually

indemnified at all times against any claims or demands made by the HLF to

the Lead Partner in consequence of the failure.

18. Exclusion of Rights of Third Parties

18.1 A person who is not a party to this Agreement has no rights under the Contracts

(Rights of Third Parties) Act 1999 to enforce the terms of this Agreement.

19. Dissolution

19.1 Should the Partners at any time determine (by way of a resolution passed at a

meeting of the Board at which all Partners are present and able to vote) that the

Scheme is no longer viable and shall be terminated (after prior consultation with the

HLF)

19.1.1 any surplus of income over expenditure remaining after all liabilities have

been settled shall be returned to each Partner in proportion to [their match

funding contribution(s)]

19.1.2 any deficit or shortfall of income over expenditure or other sum(s) falling due

by reason of the cessation of the Scheme (including any redundancy

payments) shall be met by the Partners in proportion to [their match funding

contribution(s)].

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Schedule 1

Part 1

(Partners)

Dover District Council

Kent County Council

Shepway District Council

Kent Downs AONB Unit

National Trust

Kent Wildlife Trust

Eurotunnel

White Cliffs Countryside Partnership

Part 2

(Associates)

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Schedule 2

(List of Projects and Programme)

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Schedule 3

(The Board)

1. The Board

1.1 The Partners shall establish and maintain a Partnership Board throughout the

duration of the Agreement consisting of one representative to be appointed by each

Partner ("the Representatives" and each individually a "Representative").

1.2 The Partners may each substitute a Representative where necessary who may take

decisions on their behalf at meetings of the Board provided prior written authorisation

appointing such substitute is given to the other Partners.

1.3 From time to time additional ex officio Representatives being properly qualified to

participate in discussions relating to any particular matter (the "Ex-officio

Representatives"), may be co-opted by the Partners for a period to be decided by the

Partners. Such Ex-officio Representatives shall have no decision making powers.

2. Functions

2.1 The functions of the Partnership Board shall be to discuss and determine all matters

relating to the operation and delivery of the Scheme. Responsibilities of the

Partnership Board include (but are not limited to):

2.1.1 managing the Scheme generally;

2.1.2 monitoring and reviewing the current, planned and actual progress of the

Scheme;

2.1.3 providing detailed advice and guidance in relation to the Scheme;

2.1.4 approving any major public statement or press release; and

2.1.5 all other matters referred to in this Agreement as being a function or

responsibility of the Board or as otherwise requiring an approval.

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3. Obligations of the Lead Partner

3.1 The Lead Partner shall be responsible for the preparation and circulation of an

agenda to all Representatives in accordance with paragraph 6.3 of this schedule.

The Lead Partner shall be responsible for ensuring that the agenda contains all items

relating to the Scheme that are required to be put before the Partners in accordance

with this Agreement or such other matters as the Lead Partner in its role as the Lead

Partner under the Agreement considers it necessary or expedient to bring before the

Partners.

3.2 The Lead Partner shall produce at each meeting of the Board, where relevant, copies

of reports and minutes it has received in relation to the Scheme or the Agreement,

including:

3.2.1 minutes of any progress meetings;

3.2.2 the Scheme performance;

3.2.3 evidence of insurance policies and any claims or potential claims against

such policies; and

3.2.4 provide each Partner with a copy of any Scheme document which has been

amended.

3.3 The Lead Partner shall report at any meeting of the Board on all matters relevant to

the Scheme, including but not limited to:

3.3.1 an update on the progress of the Scheme;

3.3.2 an update on the performance of the Partners in accordance with the

Scheme and action in relation to any failure to perform, or breach of the

Agreement;

3.3.3 any matters which the Lead Partner deems it appropriate and necessary to

bring to the attention of the Partners;

3.3.4 any claims or potential claims under insurance policies;

3.3.5 prior notice of and any formal use of the Dispute Resolution Procedure

pursuant to Clause 16 of the Agreement; and

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3.3.6 any decision which may be required under Clauses 17 (Failure, Non

Compliance and Termination) or 19 (Dissolution) of the Agreement.

4. Frequency of Meetings

The Board shall meet twice a year or as shall otherwise be determined by the

Partners.

5. Convening of Meetings

5.1 Notwithstanding the provisions of paragraph 6 of this schedule, any Representative of

the Partners may convene a meeting of the Board at any time.

5.2. The Lead Partner shall, after consultation with each Representative and taking the

views of all Representatives into account, have the power to cancel meetings when

there is insufficient business for the Partners to consider.

5.3 Without prejudice to the provisions of paragraph 5.2 of this schedule, no meeting of

the Partners shall be cancelled in the event that a majority of all of the

Representatives signify in writing (for the avoidance of doubt, such written

signification may be by electronic means) that the meeting should proceed.

6. Notices of Meetings

6.1 The Lead Partner shall provide not less than twenty-one (21) Working Days notice of

a meeting of the Board provided that in the case of emergencies, a meeting may be

called at any time on such notice as may be reasonable in the circumstances.

6.2 Meetings of the Board shall subject to paragraph 8.2 of this schedule, be held at a

venue to be agreed by the Partners and on such date and such time as was agreed

by the Partners at the previous meeting. Where such dates times and venues cannot

be so agreed the Lead Partner shall select the date, time and venue of the next

meeting.

6.3 The Lead Partner shall five (5) Working Days in advance of a meeting of the Board

circulate an agenda in accordance with paragraph 3.1 of this schedule to all

Representatives setting out the items to be discussed.

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6.4 Notice of cancellation of a meeting of the Board must be served on all

Representatives not less than twenty four (24) hours before the meeting was due to

commence.

7. Quorum

7.1 A meeting of the Board shall not be quorate unless [at least one half of the number of

Representatives is present.] A Representative shall be deemed to be present if:

7.1.1 they attend the meeting in accordance with the provisions of this Agreement;

or

7.1.2 if a substitute Representative has been appointed in accordance with this

Agreement and is present or is attending the meeting in accordance with the

provisions of this Agreement.

7.2 Failure to achieve a quorum within thirty minutes of the time advised for any meeting

of the Board shall render the meeting adjourned for seven days after which the

meeting shall be reconvened.

7.3 Any meeting of the Board which becomes inquorate shall cease its business until a

quorum is re-established provided that such re-establishment occurs within thirty

minutes of the meeting being declared inquorate. Failure to re-establish a quorum

within the said time limit shall render the meeting closed and it shall be reconvened in

accordance with paragraph 7.2 of this schedule.

8. Attendance at Meetings

8.1 Meetings of the Board should normally include the attendance (in person or by

substitute) of all Representatives.

8.2 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.

Details of how Representatives may access such communication methods should be

included in any notice provided in accordance with paragraph 6.1 of this schedule.

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9. Chairperson

9.1 A Chairperson shall be elected by the Board on an annual basis.

9.2 In the event that the Chairperson is absent from any meeting of the Board any other

Representative in attendance at the meeting may be elected as acting chairperson for

that meeting by a simple majority of the Representatives present.

9.3 In the event of a deadlock in voting the Chairperson shall have a second and casting

vote.

10. Voting

10.1 Each Representative shall have one vote.

[10.2 Decisions will be made by a simple majority (to the nearest whole number) of the

Representatives present at the Board Meeting.]

11. Minutes

11.1 Minutes of all meetings of the Board (including those made by telephone and other

form of telecommunication) shall be kept by the Lead Partner who shall circulate

copies promptly to the Partners and in any event within four (4) Working Days of the

meeting.

11.2 A full set of minutes shall be kept by the Lead Partner and shall be open to inspection

by the Partners at any time upon reasonable request.

12. Resignation and Casual Vacancy

12.1 Any resignation by a Representative shall be notified to the Partners on twenty-eight

(28) days notice and such resignation shall be notified to the Board at its meeting

next following the effective date of resignation. For the avoidance of doubt, in the

event that the resignations of Representatives leave any proposed Board meeting

inquorate, the meeting shall be reconvened in accordance with the provisions of

paragraph 7.2.

12.2 It shall be the responsibility of the relevant Partner to appoint a replacement

Representative within fourteen (14) days of the effective date of a Representative's

resignation.

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13. Problem Solving and Dispute Avoidance or Resolution

Any dispute between the Representatives, which the Board cannot resolve during a

meeting of the Board, shall be dealt with in accordance with Clause 16 of this

Agreement.

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Appendix 1

(Grant Application −−−− Stage 1)

Appendix 2

(Grant Offer Letter)

the white cliffs landscape partnership partnership agreement

Documents