GRANT AGREEMENT

PAYMENT OF GRANT FUNDING OVER £50,000

Organisation:
Grant Scheme:
Year/s:

Contents

  1. Interpretation and Definitions
  2. Commencement and Duration
  3. Responsibilities
  4. Equal Opportunities
  5. Confidentiality and Obligations under the Freedom of Information Act 2000 and other Legislation
  6. Payment
  7. Performance of the Services
  8. Warranties and Representations
  9. Your Personnel
  10. Quality Assurance
  11. Complaints
  12. Monitoring and Review Arrangements
  13. Legal Requirements
  14. Legal Liability, Insurance and Indemnities
  15. Default and Termination
  16. Dispute Resolution
  17. Assignment
  18. Entire Grant Agreement
  19. Waiver
  20. Amendment and Variations
  21. Communications and Notices
  22. Severability
  23. Force Majeure
  24. Governing Law and Jurisdiction
  25. Publicity
  26. Open Book Accountancy
  27. Services Plan
  28. Prevention and Detection of Fraud
  29. Third Parties
  30. Survival
  31. Special Conditions [to be inserted where external grant conditions must be incorporated]

SCHEDULE 1

Grant Application Form

SCHEDULE 2

Grant Award Letter

SCHEDULE 3

Services Plans

SCHEDULE 4

Grant Award Criteria

Appendix 1Council’s Complaints Procedure

Appendix 2Your Equal Opportunities Policy

Appendix 3Your Health and Safety Policy

THIS GRANT AGREEMENT is made theday of20

BETWEEN:

(1)SOUTHAMPTON CITY COUNCIL of Civic Centre, Southampton SO14 7LY (referred to in this Grant Agreement as the "Council") AND

(2)[NAME AND ADDRESS OR ORGANISATION] (referred to in this Grant Agreement as “you or your”)

BACKGROUND INFORMATION

A.Southampton City Council is keen to support the local voluntary and community sector. One of the ways it does this is by awarding grants to organisations and groups that meet its priorities, criteria and conditions of grant aid as detailed in this Grants Agreement.

B.This Grant Agreement is made up of the following documents set out in various schedules. You must read all of these documents to understand this Grant Agreement. They are:

  1. these Conditions set out within this Grant Agreement;
  2. Schedule 1 – Your Grant Application Form;
  3. Schedule 2 – The Council’s Grant Award Letter;
  4. Schedule 3 – Description of your Services and the Services Plan (where appropriate); and
  5. Schedule 4 - Grant Award Criteria

NOW IT IS HEREBY AGREED AS FOLLOWS:

GENERAL CONDITIONS

  1. INTERPRETATION & DEFINITIONS

1.1.In this Grant Agreement:

1.1.1the masculine includes the feminine and the neuter;

1.1.2the singular includes the plural and vice versa;

1.1.3references to persons include firms, corporations and unincorporated associations;

1.1.4references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the same as amended by any subsequent statute, re-enactment, order, regulation or instrument;

1.1.5headings are included in this Grant Agreement for ease of reference only and shall not affect its interpretation or construction;

1.1.6references to Conditions and the Schedule are, unless otherwise provided, references to conditions of and the schedules to this Grant Agreement.

1.2.In this Grant Agreement the following terms shall have the meanings given below:
“Act of God” shall include all uncontrollable natural forces and natural disasters (including flood, avalanche and storms), unforeseeable accidents and equipment failure which are not the fault of the Party relying upon such circumstances but shall specifically exclude acts of terrorism, war, industrial action and any acts or omissions of any consultants, employees, workers or volunteers in the course of their employment or other engagement or attachment to the Party in question;
“Conditions” means the conditions set out in this Grant Agreement and any additional conditions contained in the Grant Award Letter;
“Default” means any material breach of the obligations of either Party (including but not limited to fundamental breach or breaches of a fundamental term) or any default, act, omission, negligence or statement of either Party, its employees, agents, workers (whether voluntary or paid) or sub-contractors in connection with or in relation to the subject matter of this Grant Agreement and in respect of which such Party is liable to the other;
“Financial Year” means the year beginning on 1st April and ending on 31st March.
“Force Majeure Event” means any of the following: riot, civil unrest, war, act of terrorism, fire, earthquake, extraordinary storm, flood or other natural catastrophe, to the extent that such event is outside the control of the Parties and has materially affected the ability of the relevant Party to perform its obligations in accordance with the terms of this Grant Agreement;
"Grant" means the sum set out in the Grant Award Letter payable by the Council to you for the performance of the Services and shall be payable on the dates set out in Grant Award Letter;
"Grant Agreement" means this Grant Agreement, including the Special Conditions, the Grant Award Letter, the Grant Application Form and Schedules;
“Grant Application Form” means the application form you submitted for this grant, which forms Schedule 1;
“Grant Award Criteria” means the grant award criteria set out in Schedule 4;
“Grant Award Letter” means the written notification to you by the Council, where the Council chooses to award a Grant, setting out the Grant Agreement Period and which shall include the Council’s aims and objectives to be met by you and may include any additional conditions. A copy of the Grant Award Letter is contained at Schedule 2;
"Grants Officer" means a representative appointed by either Party;
“Logo” means the Council’s logo as printed on the Grant Award Letter;
“Party or Parties” means you or the Council or both;
“Personnel” mean your employees, agents, volunteers, agency staff and sub-contractors;
“the Services” means the services described in section 2 of the Grant Application Form and more particularly set out in Schedule 3 to be provided by you, subject to any changes or modifications stipulated by the Council in the Grant Award Letter, in accordance with the Grant Award Criteria and this Grant Agreement;
"Services Plan" means, where appropriate, the plan setting out the aims, objectives and outcomes of the provision of the Services and set out in Schedule 3;
"Schedule" means the schedules numbered 1 to 4 and attached to this Grant Agreement;
“Service Users” means any individual for whose benefit the Services are provided;
“Working Days” means Monday to Friday, excluding Bank Holidays in England.

1.3.Where there is any conflict between the documents that make up this Grant Agreement the conflict shall be resolved in accordance with the following order of precedence:

a.these Conditions set out within this Grant Agreement;

b.Schedule 2 – The Council’s Grant Award Letter;

c.Schedule 4 - Grant Award Criteria

d.Schedule 1 – Your Grant Application Form; and

e.Schedule 3 – Description of your Services and the Services Plan (where appropriate).

  1. Commencement and Duration OF THIS GRANT AGREEMENT
    This Grant Agreement shall start on [ ] and end on [ ] (“the Grant Agreement Period”) unless extended by the Council in writing to you or terminated early in accordance with this Grant Agreement.
  1. Responsibilities

3.1.You agree to provide the Services in accordance with the terms of this Grant Agreement.

3.2.The Council agrees to pay you the Grant for provision of the Services where the Services are provided in accordance with the terms of the Grant Agreement.

  1. EQUAL OPPORTUNITIES
  2. You shall comply with the Equality Act 2010.

4.2.Without prejudice to the generality of clause 4.1, You shall not treat one individual or group of people less favourably than others because of age, disability, gender reassignment, marriage and civil partnership, race, religion and belief, pregnancy and maternity, sex and sexual orientation, and You shall furthermore seek to promote equality among Your Personnel and generally.

4.3.In the event of any finding of unlawful discrimination being made against you by any court or tribunal you shall take appropriate steps to prevent repetition of the unlawful discrimination and shall, on request, provide the Council with details of any steps taken.

4.4.You shall take all reasonable steps to ensure that your Personnel engaged in the performance of the Grant Agreement do not act towards either Council staff or members of the public in a manner that could amount to harassment or discrimination.

  1. Confidentiality and Obligations under the Freedom of Information Act 2000 and other Legislation

5.1.For the purpose of this Condition 5:
“Codes of Practice” means the Codes of Practice on the Discharge of Public Authorities’ Functions and on the Management of Records issued pursuant to sections 45 and 46 of the FOIA and any similar or subsequent codes or guidance issued in relation to the Council’s FOIA obligations, as amended, updated and replaced from time to time.
“Confidential Information” means information, data and material of any nature, and held in any form or medium, which either Party may receive or obtain in the performance of or in connection with this Grant Agreement.
“Discloser” means any Party who discloses Confidential Information to the other Party
“DPA” means the Data Protection Act 1998, as amended from time to time.
“EIR” means the Environmental Information Regulations 2004 and any subsequent regulations issued from time to time
“FOIA” means the Freedom of Information Act 2000, as amended from time to time
“Personal Data” has the same meaning as prescribed under the DPA
“Recipient” means any Party that obtains or receives Confidential Information from the Discloser

5.2.Subject to the remainder of Condition 5, the Parties undertake to keep strictly confidential and shall not disclose any such Confidential Information to any third Party without the prior written consent of the other Party provided that:

5.2.1the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the commencement of this Grant Agreement;

5.2.2this Condition 5.2 shall not apply to any Confidential Information which:

(a)is in or enters the public domain other than by breach of this Grant Agreement or any other act or omission by the Recipient;

(b)is obtained by a third Party who is lawfully authorised to disclose it;

(c)is authorised for release by the prior written consent of the Discloser;

(d)the disclosure of which is required to ensure the Council’s compliance with the FOIA and/or Codes of Practice; or

(e)where disclosure of Confidential Information is required pursuant to judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.

5.3.You acknowledge that the Council is subject to obligations under the DPA, FOIA and EIR and, to the extent that they apply to your performance of your obligations under this Grant Agreement, you shall act in accordance with the DPA, FOIA, the Codes of Practice, the EIR and any other similar codes of practice or guidance notified to you from time to time.

5.4.In addition to Condition 5.3 above, you will take appropriate security measures to protect against unauthorised or unlawful processing or accidental loss or destruction of Personal Data, and shall comply with any instructions issued by the Council to you as to any appropriate standard for the management of Personal Data and information security management.

5.5.You agree:

5.5.1and consent to the Council providing or disclosing Confidential Information where such disclosure is necessary in order for the Council to discharge its obligations under the FOIA;

5.5.2to the Council publishing information provided to the Council by you in the Council’s Publication Scheme as required by the FOIA;

5.5.3that the decision on whether or not any exemption applies to a request for disclosure made under the FOIA is a decision solely for the Council;

5.5.4where the Council is managing a request for disclosure of information pursuant to the FOIA, you will cooperate with the Council and will respond to any request by the Council for assistance within five (5) Working Days; and

5.5.5that where you wish to engage a sub-contractor pursuant to the terms of this Grant Agreement, you shall procure from such sub-contractor an undertaking to comply with the obligations of this Condition 5 in a form approved by the Council.

5.6.The Council will consult with you prior to disclosing any of your Confidential Information pursuant to a request for such information under the FOIA.

5.7.The provisions of this Condition 5 shall survive and remain in full force upon and following the termination of this Grant Agreement.

5.8.You shall indemnify and keep indemnified the Council against all actions, claims, demands, proceedings, damages, losses, charges, and expenses whatsoever in respect of any breach by you of this Condition 5.

  1. PAYMENT OF GRANT

6.1.The Council shall pay the Grant to you in accordance with the payment profile and in accordance with the payment method set out in the Grant Award Letter.

6.2.Where the Services are delayed and the Council does not grant you an extension to the Grant Agreement Period, the Council shall have the right to immediately require the repayment of all or part of the Grant.

6.3.You shall inform the Council as soon as possible at the end of the Grant Agreement Period if you spend less than the whole Grant on the Services and you will return any unspent part of the Grant to the Council within ninety (90) days from the end of the Grant Agreement Period save that the Council may at its absolute discretion by notice to you in writing waive the right to have the unspent part of the Grant returned and may notify you of any conditions to be attached where it exercises such waiver.

6.4.Irrespective of the preceding provisions of this Condition 6 the Council has the absolute discretion to demand repayment of all or part of the Grant in any of the following circumstances:

6.4.1You fail to meet your obligations under the Grant Agreement;

6.4.2You completed the Grant Application Form dishonestly or significantly incorrectly or misleadingly;

6.4.3You or any other person or organisation operating on your behalf gave the Council any significantly misleading or inaccurate information, whether deliberate or accidental, during the application process, or during the Grant Agreement Period;

6.4.4At any time while the Grant Agreement is in force, in the opinion of the Council acting reasonably, any event occurs in relation to the Services or to you which is likely to have a negative or detrimental effect on the Council’s reputation as a custodian and distributor of public funds;

6.4.5Members of your governing body, volunteers or staff act at any time during the performance of the Services dishonestly or negligently or in any way, directly or indirectly, to the Council’s detriment or to the detriment of the Services or to the detriment of your reputation;

6.4.6You, members of your governing body, employees or volunteers are subject to an investigation or formal enquiry by the Police, the Charity Commission, HM Revenue & Customs, or other regulatory body;

6.4.7You receive duplicate funding from any other source for the same or any part of the Services;

6.4.8You fail to take positive steps to ensure equal opportunities in your own employment practices and the delivery of and access to your Services;

6.4.9There is a significant change of purpose, ownership or recipient, either during the performance of the Services or within a reasonable period after its completion, so that the Council judge that the Grant is unlikely to fulfil the purpose for which it was made;

6.4.10At any stage of the application process or during the Grant Agreement Period you fail to provide to the Council information which would affect its decision to award, continue or withdraw all or part of the Grant;

6.5.The Council shall be entitled to recover, as a debt, any overpayments made to you and which are not recovered within the Grant Agreement Period.

6.6.The Council does not guarantee Grant funding beyond the Financial Year in which the first Grant instalment is paid and the Council may withdraw its offer of Grant funding and terminate this Grant Agreement if Grant funding is not available or is significantly reduced beyond the Financial Year in which the first Grant instalment is made.

6.7.The Council may withdraw its offer of Grant funding and terminate this Grant Agreement in accordance with Condition 6.6 by giving you a minimum of ninety (90) days notice in writing. Any notice period given to terminate the Grant Agreement which exceeds ninety (90) days shall be at the discretion of the Council.

6.8.Without affecting its general right to withdraw its offer of Grant funding under clause 6.7, where the Grant Agreement Period is for a period of more than one year the Council may, where acting reasonably it decides it is necessary as a result of budgetary considerations, including but not limited to any reduction in the funding supplied to the Council by external agencies, reduce the amount of or withdraw completely any Grant funding in the year or years subsequent to the first year of the Grant Agreement Period, by giving you not less than ninety days notice. Where the Council reduces the amount of or withdraws completely any Grant funding the reduction or withdrawal shall take effect on the day after the final day of the ninety day notice period.

  1. PERFORMANCE OF THE SERVICE

7.1.You shall provide the Services in accordance with the proposals set out in the Grant Application Form, any amendments to the Services stipulated in the Grant Award Letter, the Services Plan and the Council’s Grant Award Criteria.

7.2.In providing the Services, you will comply with all codes of practice, guidelines, policy documents and other information and requirements set out in the Appendices (if any).

7.3.Irrespective of Conditions 7.1 to 7.2 above, you will provide the Services in accordance with:

7.3.1Your Equal Opportunities Policy

7.3.2Your Health and Safety Policy

as amended from time-to-time which shall be available to the Council on request.

7.4.Where you do not have an Equal Opportunities Policy or Health and Safety Policy you will provide the Services in accordance with the Council’s Equality Policy and Health and Safety Policy.

7.5.Where there is a conflict between the Grant Agreement, the Grant Award Letter and your Application Form, the following order of priority shall be observed: