This
Agreement is made on
Between:
(1)
Youth Justice Board
for England and Wales whose principal address is at Clive House,
5th floor, 70 Petty France, London SW1H 9EX (the
“Authority”); and
(2) The
Local Authority with responsibility for the Youth Justice Service
(the “Grant Recipient”).
In relation to:
Project Name: Youth Justice
Grant
BACKGROUND
The Grant is provided by the Authority under its
power in section 41 of the Crime and Disorder Act 1998, as amended:
“with the approval of the Secretary of State, to make grants
to local authorities and other persons for the purposes of the
operation of the youth justice system and the provision of youth
justice services subject to such conditions as the Authority
considers appropriate, including conditions as to repayment”.
The Secretary of State for Justice has approved this Grant.
The Grant may be used by the Grant Recipient only for the purposes
set out in section 41 of the Crime and Disorder Act 1998 generally
and for the activities described in the Agreement in
particular.
The conditions collectively (the
Conditions) are as follows:
1.
INTRODUCTION
1.1.
The Agreement sets out the
conditions which apply to the Grant Recipient receiving the Grant
from the Authority up to the Maximum Sum.
1.2.
The Authority and the Grant
Recipient have agreed that the Authority will provide the Grant up
to the Maximum Sum as long as the Grant Recipient uses the Grant in
accordance with the Agreement.
1.3.
The Parties confirm that it is their
intention to be legally bound by the Agreement.
2.
DEFINITIONS AND
INTERPRETATION
2.1.
Where they appear
in these Conditions:
Agreement means these Conditions together with its annexes
and schedules including but not limited to the Annex 1 Grant
Funding Letter;
Annex means an annex attached to these Conditions
which form part of the Agreement;
Asset means an
asset that is to be purchased or developed using the Grant
including equipment or any other asset which may be a Fixed Asset as appropriate in
the relevant context, and Assets will be construed
accordingly;
Asset Owning Period
means the period during which the
Assets are recorded as Assets in the Grant Recipient’s
accounts;
Authority Personal
Data means any Personal
Data supplied for the purposes of, or in connection with, the
Agreement by the Authority to the Grant Recipient;
Bribery
Act means the Bribery Act
2010 and any subordinate
legislation made under that Act from time to time together with any
guidance or codes of practice issued by the relevant government
department concerning this legislation;
Code of
Conduct means the Code of Conduct for
Recipients of Government General Grants published by the Cabinet
Office in November 2018 which is available at
https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/754555/2018-11-06_Code_of_Conduct_for_Grant_Recipients.pdf,
including any subsequent updates from time to time;
Commencement Date
means the date on which the
Agreement comes into effect, being the 01/04/2023;
Confidential
Information means any information (however
conveyed, recorded or preserved) disclosed by a Party or its
personnel to another Party (and/or that Party’s personnel)
whether before or after the date of the Agreement, including but
not limited to:
(a)
any information
that ought reasonably to be considered to be confidential (whether
or not it is so marked) relating to:
(i) the business,
affairs, customers, clients, suppliers or plans of the disclosing
Party; and
(ii) the
operations, processes, product information, know-how, designs,
trade secrets or software of the disclosing Party; and
(b)
any information
developed by the Parties in the course of delivering the
Funded Activities;
(c)
the Authority
Personal Data;
(d)
any information
derived from any of the above.
Confidential Information shall not
include information which:
(a)
was public knowledge at the time of
disclosure (otherwise than by breach of paragraph
11;
(b)
was in the possession of the
receiving Party, without restriction as to its disclosure, before
receiving it from the disclosing Party;
(c)
is received from a Third Party (who
lawfully acquired it) without restriction as to its disclosure;
or
(d)
is independently developed without
access to the Confidential Information.
Contracting Authority
means any contracting authority
(other than the Authority) as defined in regulation 2 of the
Procurement Regulations;
Controller
and Processor take the
meaning given in the GDPR;
Change of
Control means the sale of all or
substantially all the assets of a Party; any merger, consolidation
or acquisition of a Party with, by or into another corporation,
entity or person, or any change in the ownership of more than fifty
percent of the voting capital stock of a Party in one or more
related transaction;
Crown
Body means the government of the
United Kingdom (including the Northern Ireland Assembly and
Executive Committee, the Scottish Executive and the National
Assembly for Wales), including, but not limited to, government
ministers and government departments and particular bodies,
persons, commissions or agencies from time to time carrying out
functions on its behalf;
Data Protection
Legislation means (i) the GDPR; (ii) the
Data Protection Act 2018 to the extent that it relates to the
processing of Personal Data
and privacy; and (iii) all applicable Law relating to the
processing of Personal Data and privacy;
Disposal
means the disposal,
sale, transfer of an Asset or any interest in any Asset
and
includes any
contract for disposal;
Domestic Law
means an applicable law, statute,
bye-law, regulation, order, regulatory policy, guidance or industry
code, judgment of a relevant court of law, or directives or
requirements of any regulatory body, delegated or subordinate
legislation which replaces EU law as a consequence of the UK
leaving the European Union;
Duplicate Funding
means funding provided by a Third
Party to the Grant Recipient, which is for the same purpose for
which the Grant was made, but has not been declared to the
Authority;
Eligibility Criteria
mean the Authority’s selection
criteria used to determine who should be grant recipients including
the Grant Recipient;
Eligible Expenditure
means the expenditure incurred by
the Grant Recipient during the Funding Period for the purposes of
delivering the Funded Activities which comply in all respects with
the eligibility rules set out in paragraph 5;
EIR
means the
Environmental Information Regulations 2004;
Event of Default
means an event or circumstance set
out in paragraph 26.1;
Financial
Yearmeans from 1 April to
31 March;
Fixed
Assetmeans any Asset
which consists of land, buildings, plant and equipment acquired,
developed, enhanced, constructed in connection with the Funded
Activities;
FOIA
means the Freedom
of Information Act 2000 and
any subordinate legislation made under that Act from time to time
together with any guidance or codes of practice issued by the
relevant government department concerning the
legislation;
Funded Activities
means the activities set out in
Annex 2;
Funding
Periodmeans the period
for which the Grant is awarded starting on the Commencement Date
and ending on 31/03/2024;
GDPR means the General Data Protection
Regulation (EU) 2016/679;
Grant means the sum or sums the Authority will pay to
the Grant Recipient in accordance with paragraph
4 and subject to the provisions set out at
paragraph 26;
Grant Funding Letter
means the letter the Authority
issued to the Grant Recipient dated 20/07/2023, a copy of which is
set out in Annex 1;
Grant
Managermeans the individual who has
been nominated by the Authority to be the single point of contact for the Grant
Recipient in relation to the Grant;
Ineligible Expenditure
means expenditure incurred by the
Grant Recipient which is not Eligible Expenditure and as set out in
paragraph 5;
Information
Acts means
the Data Protection Legislation, FOIA and the EIR, as amended from
time to time;
IPR means copyright, rights related to or affording
protection similar to copyright, rights in databases, patents and
rights in inventions semi-conductor topography rights, trade marks,
rights in internet domain names and website addresses and other
rights in trade names, designs, know-how, trade secrets and any
modifications, amendments, updates and new releases of the same and
all similar or equivalent rights or forms of protection which
subsist or will subsist now or in the future in any part of the
world;
IPR
Materialmeans
all material produced by the Grant
Recipient or its Representatives in relation to the Funded
Activities during the Funding Period (including but not limited to,
materials expressed in any form of report, database,
design, document, technology,
information, know how, system or process);
Instalment Period
means the intervals set out in
Annex 3 when the Authority will release payment of the Grant to the
Grant Recipient during the Funding Period;
Joint Controllers
means where two or more Controllers
jointly determine the purposes and means of processing;
Law mean any applicable law, statute, byelaw,
regulation, order, regulatory policy, guidance or industry code,
judgment of a relevant court of law, or directives or requirements
of any regulatory body, delegated or subordinate
legislation;
Losses means all losses, liabilities, damages, costs,
expenses (including legal fees), disbursements, costs of
investigation, litigation, settlement, judgment, interest and
penalties whether arising in contract, tort (including negligence),
breach of statutory duty, misrepresentation or otherwise and
Loss will be interpreted accordingly;
Match Funding
means any contribution to the Funded
Activities from a Third Party to the Grant Recipient to meet the
balance of the Eligible Expenditure not supported by the
Grant;
Maximum Sum
means the maximum amount of the
Grant the Authority will provide to the Grant Recipient for the
Funded Activities subject to paragraph 26;
Party means the Authority or Grant Recipient and
Parties shall be each Party together;
Personal
Datahas the meaning given
to it in the Data Protection Legislation as amended from time to
time;
Procurement
Regulations means the
Public Contracts Regulations 2015;
Prohibited
Act means:
(a)
directly or indirectly offering,
giving or agreeing to give to any servant of the Authority or the
Crown any gift or consideration of any kind as an inducement or
reward for:
(i)
doing or not doing (or
for having done or not having done) any act in relation to the
obtaining or performance of the Agreement; or
(ii)
showing or not showing
favour or disfavour to any person in relation to the
Agreement;
(b)
committing any offence:
(iii)
under the Bribery
Act;
(iv)
under legislation
creating offences in respect of fraudulent acts; or
(v)
at common law in
respect of fraudulent acts in relation to the Agreement;
or
(c)
defrauding or attempting to defraud
or conspiring to defraud the Authority or the Crown;
Publication
meansany announcement, comment or
publication of any publicity material by the Grant Recipient
concerning the Funded Activities or the Authority;
Remedial Action Plan
means the plan submitted by the Grant Recipient to the
Authority following an Event of Default pursuant to the process set
out in paragraphs 26.4
to 26.10;
Representativesmeans any of the Parties’ duly authorised
directors, employees, officers, agents, professional advisors and
consultants;
Special
Payments means ex gratia expenditure by the Grant Recipient to a third party
where no legal obligations exist for the payment
and/or other extra-contractual expenditure;
Third
Party means
any person or organisation other than the Grant Recipient or the
Authority;
Unspent
Monies means any monies paid
to the Grant Recipient in advance of its Eligible Expenditure,
which remains unspent and uncommitted at the end
of the Financial Year, the Funding Period
or because of termination or breach of these Conditions;
VAT means value added tax chargeable in the
UK;
Working Day
means any day from Monday to Friday
(inclusive) which is not specified or proclaimed as a bank holiday
in England and Wales pursuant to section 1 of the Banking and
Financial Dealings Act 1971 including Christmas Day and Good
Friday;
YJS means the Grant Recipient’s youth justice
service.
2.2.
In these Conditions, unless the
context otherwise requires:
(1)
the singular includes the plural and
vice versa;
(2)
reference to a gender includes the
other gender and the neuter;
(3)
references to a person include an
individual, company, body corporate, corporation, unincorporated
association, firm, partnership or other legal entity or Crown
Body;
(4)
a reference to any Law includes a
reference to that Law as amended, extended, consolidated or
re-enacted from time to time;
(5)
the words "including", "other", "in
particular", "for example" and similar words will not limit the
generality of the preceding words and will be construed as if they
were immediately followed by the words "without
limitation";
(6)
references to “writing”
include typing, printing, lithography, photography, display on a
screen, electronic and facsimile transmission and other modes of
representing or reproducing words in a visible form, and
expressions referring to writing will be construed
accordingly;
(7)
references to
“representations” will be construed as references to
present facts, to “warranties” as references to present
and future facts and to “undertakings” as references to
obligations under the Agreement;
(8)
references to
“paragraphs” and “Annexes” are, unless
otherwise provided, references to the paragraphs and annexes of
these Conditions and references in any Annex to parts, paragraphs
and tables are, unless otherwise provided, references to the parts,
paragraphs and tables of the Annex in which these references
appear; and
(9)
the headings in these Conditions are
for ease of reference only and will not affect the interpretation
or construction of these Conditions.
2.3.
Where there is any conflict between
the documents that make up the Agreement the conflict shall be
resolved in accordance with the following order of
precedence:
2.3.1.
the Conditions set out within the
Agreement; and
2.3.2.
Schedule 1 – The
Authority’s Grant Funding Letter.
CONDITIONS
3.
DURATION AND PURPOSE
OF THE GRANT
3.1.
The Funding Period
starts on [01/04/2023] (the Commencement Date) and ends on
[31/03/2024] unless terminated earlier in accordance with this
Grant Funding Agreement.
3.2.
The Grant Recipient
will ensure that the Funded Activities start on [01/04/2023] but
where this has not been possible, that they start no later than 3
months after the Commencement Date.
3.3.
The Grant Recipient
shall use the Grant solely for the delivery of the Funded
Activities. The Grant Recipient may not make any changes to the Funded
Activities.
3.4.
If the Authority wants
to make a change to the Funded Activities (including for example
reducing the Grant or removing some of the Funded Activities from
the Grant) it may do so on [14 days] written notice to the Grant
Recipient.
4.
PAYMENT OF
GRANT
4.1.
Subject to the
Recipient’s compliance with its obligations in the Agreement,
the Authority shall pay the Grant to the Recipient as indicated in
the award letter and in accordance with Annex 3. The Authority
shall pay the Grant in pound sterling (GBP) and into a bank located
in the UK.
4.2.
The Grant Recipient must complete
and sign the Confirmation of Bank Details and Signatories (Annex 4)
as part of their acceptance of the Grant. No payment can be
made in advance of receipt of a correctly completed and signed
form.
4.3.
The signatory must be the chief
finance officer or someone with proper delegated authority. Any
change of bank details must be notified immediately on the same
form and signed by an approved signatory. Any change of signatory
must be notified to the Authority for approval, as soon as
known.
4.4.
The Grant represents the Maximum Sum
the Authority will pay to the Grant Recipient under the
Agreement. The Maximum Sum will not be
increased in the event of any overspend by the Grant Recipient in
its delivery of the Funded Activities.
4.5.
The Authority will only pay the
Grant to the Grant Recipient once the Authority is satisfied that
the Grant Recipient has provided a sufficient level of assurance to
demonstrate that the Grant will be used for Eligible
Expenditure.
4.6.
The Grant Recipient will provide the
Authority with evidence (upon request) of the costs/payments, which
are classified as Eligible Expenditure in paragraph
5.2, which may include (but will not be limited to)
receipts and invoices or any other documentary evidence specified
by the Authority.
4.7.
The Grant Recipient
shall declare to the Authority any Match Funding which been
approved or received, before the Commencement Date. If the Grant
Recipient intends to apply for, is offered or receives any further
Match Funding during the Funding Period, the Grant Recipient shall
notify the Authority before accepting or using any such Match
Funding. On notifying the Authority of the Match Funding the Grant
Recipient shall confirm the amount, purpose and source of the Match
Funding and the Authority shall confirm whether it is agreeable to
the Grant Recipient accepting the Match Funding. If the Authority
does not agree to the use of Match Funding the Authority shall be
entitled to terminate the Agreement in accordance with
paragraph 26.1.9 and where applicable, require all
or part of the Grant to be repaid.
4.8.
Where the use of Match
Funding is permitted the Grant Recipient shall set out any Match
Funding it receives in the format required by Annex 3 and send that
to the Authority. This is so the Authority knows the total
funding the Grant Recipient has received for the Funded
Activities.
4.9.
The Grant Recipient
agrees that:
4.9.1.
it will not apply for,
or obtain, Duplicate Funding in respect of any part of the Funded
Activities which have been paid for in full using the
Grant;
4.9.2.
the Authority may
refer the Grant Recipient to the police should it dishonestly and
intentionally obtain Duplicate Funding for the Funded
Activities;
4.9.3.
the Authority will not
make the first payment of the Grant and/or any subsequent payments
of the Grant unless or until, the Authority is satisfied
that:
(i)
the Grant will be used
for Eligible Expenditure only; and
(ii)
if applicable, any
previous Grant payments have been used for the Funded Activities
or, where there are Unspent Monies, have been repaid to the
Authority.
4.10.
The Grant Recipient
shall submit a copy of Annex 5 (Eligible Expenditure) and any other
documentation as prescribed by the Authority, from time to
time.
4.11.
The Authority will
have no liability to the Grant Recipient for any Losses caused by a
delay in the payment of a Grant Claim howsoever arising.
4.12.
The Authority reserves
the right not to pay any Grant Claims, which are not submitted in
accordance with the Agreement or Grant Claims, which are
incomplete, incorrect or submitted without the full supporting
documentation.
4.13.
The Grant Recipient
shall promptly notify and repay immediately to the Authority any
money incorrectly paid to it either as a result of an
administrative error or otherwise. This includes (without
limitation) situations where the Grant Recipient is paid in error
before it has complied with its obligations under the
Agreement. Any sum, which falls due under
this paragraph 4.13, shall fall due immediately. If
the Grant Recipient fails to repay the due sum immediately the sum
will be recoverable summarily as a civil debt.
4.14.
The Grant will be
paid into bank account in the name of the Grant Recipient which
must be an ordinary business bank account.
4.15.
Where the Grant
Recipient enters into a contract with a Third Party in connection
with the Funded Activities, the Grant Recipient will remain
responsible for paying that Third Party. The Authority has no
responsibility for paying Third Party invoices.
4.16.
Onward payment of the
Grant and the use of sub-contractors shall not relieve the Grant
Recipient of any of its obligations under the Agreement, including
any obligation to repay the Grant.
4.17.
The Grant Recipient
may not retain any Unspent Monies without the Authority’s
prior written permission.
4.18.
If at the end of the
relevant Financial Year there are Unspent Monies, the Grant
Recipient shall repay such Unspent Monies to the Authority no later
than 30 days of the Authority’s request for
repayment.
5.
ELIGIBLE AND
INELIGIBLE EXPENDITURE
5.1.
The Authority will
only pay to the Grant in respect of Eligible Expenditure incurred
by the Grant Recipient to deliver the Funded Activities and the
Grant Recipient will use the Grant solely for delivery of the
Funded Activities (as set out in Annex 2 of these
Conditions).
5.2.
The items listed in
Annex 5 and the following costs/payments will be classified as
Eligible Expenditure if incurred for the purposes of the Funded
Activities:
5.2.1.
fees charged or to be
charged to the Grant Recipient by the external auditors/accountants
for reporting/certifying that the grant paid was applied for its
intended purposes.
5.2.2.
giving evidence to
Parliamentary Select Committees;
5.2.3.
attending meetings
with government ministers or civil servants to discuss the progress
of a taxpayer funded grant scheme;
5.2.4.
responding to public
consultations, where the topic is relevant to the objectives of the
Funded Activities. Eligible Expenditure does not include the Grant
Recipient spending the Grant on lobbying other people to respond to
any such consultation (unless explicitly permitted in the
Agreement);
5.2.5.
providing independent,
evidence based policy recommendations to local government,
departments or government ministers, where that is the objective of
a taxpayer funded grant scheme, for example, ‘What Works
Centres’; and
5.2.6.
providing independent
evidence based advice to local or national government as part of
the general policy debate, where that is in line with the
objectives of the Grant.
5.3.
The Grant Recipient
may not in any circumstance claim the following non-exhaustive list
as Eligible Expenditure: The list below does not override
activities which are deemed eligible in these
Conditions:
5.3.1.
paid for lobbying,
which means using the Grant to fund lobbying (via an external firm
or in-house staff) in order to undertake activities intended to
influence or attempt to influence Parliament, government or
political activity; or attempting to influence legislative or
regulatory action;
5.3.2.
using the Grant to
directly enable one part of government to challenge another on
topics unrelated to the agreed purpose of the grant;
5.3.3.
using the Grant to
petition for additional funding;
5.3.4.
expenses such as for
entertaining, specifically aimed at exerting undue influence to
change government policy;
5.3.5.
input VAT reclaimable
by the grant recipient from HMRC;
5.3.6.
payments for
activities of a political or exclusively religious
nature;
5.4.
Other examples of
expenditure, which are prohibited, include the
following:
5.4.1.
contributions in
kind;
5.4.2.
interest payments or
service charge payments for finance leases;
5.4.3.
gifts;
5.4.4.
statutory fines,
criminal fines or penalties civil penalties, damages or any
associated legal costs;
5.4.5.
payments for works or
activities which the grant recipient, or any member of their
Partnership has a statutory duty to undertake, or that are fully
funded by other sources;
5.4.6.
bad debts to related
parties;
5.4.7.
payments for unfair
dismissal or other compensation;
5.4.8.
depreciation,
amortisation or impairment of assets owned by the Grant
Recipient;
5.4.9.
the acquisition or
improvement of Assets by the Grant Recipient (unless the Grant is
stated explicitly to be for capital use in the Grant Funding
Letter); and
5.4.10.
liabilities
incurred before the commencement of the Agreement unless agreed in
writing by the Authority.
6.
ANNUAL GRANT
REVIEW
6.1.
The Authority will
review the Grant annually. The Authority will take into account the
Grant Recipient’s delivery of the Funded Activities against
the agreed outputs set out in Annex 6 of these Conditions by the
Grant Recipient in accordance with paragraph 7.2of these Conditions.
6.2.
Each annual review may
result in the Authority deciding that (for example a non-exclusive
list includes):
6.2.1.
the Funded Activities
and the Grant Funding Agreement should continue in line with
existing plans;
6.2.2.
there should be an
increase or decrease in the Grant for the subsequent Financial
Year;
6.2.3.
the outputs should be
re-defined and agreed;
6.2.4.
the Grant Recipient
should provide the Authority with a draft Remedial Action Plan
setting out the steps the Grant Recipient will take to improve
delivery of the Funded Activities;
6.2.5.
the Authority should
recover any Unspent Monies;
6.2.6.
the Grant be
terminated in accordance with paragraph 26.11 of these Conditions.
6.3.
If the Grant Recipient
is required to submit a draft Remedial Action Plan in accordance
with paragraph 6.2.4 the Remedial Action Plan process
set out in paragraph 26.4 to 26.10 shall apply.
6.4.
The Grant Recipient
may make representations to the Authority regarding the
Authority’s decision made in accordance with paragraph
6.2. The Authority is not however
obliged to take such representations into account when making its
decision as any such decision will be final and at the
Authority’s absolute discretion.
6.5.
The Recipient may make
representations to the Authority regarding the Authority’s
decision made in accordance with paragraph 6.2. The Authority is not however
obliged to take such representations into account when making its
decision as any such decision will be final and at the
Authority’s absolute discretion.
7.
MONITORING AND
REPORTING
7.1.
The Grant Recipient
shall:
7.1.1.
closely monitor the
delivery and success of the Funded Activities throughout the
Funding Period to ensure that the aims and objectives of the Funded
Activities are achieved.
7.1.2.
provide the Authority
with all reasonable assistance and co-operation in relation to any
ad-hoc information, explanations and documents as the Authority may
require, from time to time; so the Authority may establish if the
Grant Recipient has used the Grant in accordance with the Grant
Funding Agreement
7.1.3.
provide the Authority
with, on request, a report on:
7.1.3.1.the progress made towards
achieving the agreed Outputs and the defined longer-term Outcomes
set out in Annex 6 of these Conditions. Where possible, the report
will quantify what has been achieved by reference to the Funded
Activities’ targets; and
7.1.3.2.if relevant, provide details of
any Assets either acquired or improved using the Grant.
7.1.4.
allow any person
authorised by the Authority reasonable access, with or without
notice, to its employees, agents, premises, facilities and records,
for the purpose of discussing, monitoring and evaluating the Grant
Recipient's fulfilment of its obligations under the Grant Funding
Agreement and will, if so required, provide appropriate oral or
written explanations to such authorised persons as required during
the Funding Period;
7.1.5.
record in its
financial reports the amount of Match Funding it receives together
with details of what it has used that Match Funding for,
and
7.1.6.
notify the
Authority as soon as reasonably practicable of:
7.1.6.1.any actual or potential failure to
comply with any of its obligations under the Grant Funding
Agreement, which includes those caused by any administrative,
financial or managerial difficulties; and
7.1.6.2.actual or potential variations to
the Eligible Expenditure set out in Annex 5 of these Conditions
and/or any event which materially affects the continued accuracy of
such information.
7.2.
The Grant Recipient
represents and undertakes (and shall repeat such representations
and undertakings on delivery of its annual report:
7.2.1.
that the reports and
information it gives pursuant to this paragraph 7are accurate;
7.2.2.
that it has diligently
made full and proper enquiry of the matter pertaining to the
reports and information given; and
7.2.3.
that any data it
provided pursuant to an application for the Grant may be shared
within the powers conferred by legislation with other organisations
for the purpose of preventing or detecting crime.
8.
AUDITING AND
ASSURANCE
8.1.
Within 6
months of the end of the Financial Year the Grant Recipient will
provide (upon request) the Authority with independent assurance
that the Grant has been used for delivery of the Funded Activities.
To satisfy this requirement the Grant Recipient will provide
a statement
showing that the Grant has been certified by an independent and
appropriately qualified auditor. Accompanied by the Grant
Recipient’s annual audited accounts.
8.2.
The
Authority may, at any time
during and up to [2 years] years after the end of the Funding
Period, conduct
additional audits or ascertain additional information where the
Authority considers it necessary. The Grant Recipient agrees to
grant the Authority or its Representatives access, as required, to
all Funded Activities sites and relevant records. The Grant
Recipient will ensure that necessary information and access rights
are explicitly included within all arrangements with
sub-contractors.
8.3.
If the Authority
requires further information, explanations and documents, in order
for the Authority to establish that the Grant has been used
properly in accordance with the Agreement, the Grant Recipient
will, within 5 Working Days of a request by the Authority, provide
the Authority, free of charge, with the requested
information.
8.4.
The Grant Recipient shall:
8.4.1.
identify separately the value and
purpose of the Grant Funding in its audited accounts and its annual
report; and
8.4.2.
maintain a record of internal
financial controls and procedures and provide the Authority with a
copy if requested.
Retention of documents
8.5.
The Grant Recipient shall retain all invoices, receipts, accounting
records and any other documentation (including but not limited to,
correspondence) relating to the Eligible Expenditure; income
generated by the Funded Activities during the Funding Period for 2
years from the end of the Funding Period.
8.6.
The Grant Recipient shall ensure
that all its contractors retain each record, item of data and
document relating to the Funded Activities for 2 years from the end
of the Funding Period.
8.7.
The Grant Recipient
will promptly provide revised forecasts of income and
expenditure:
8.7.1.
when these forecasts increase or
decrease by more than 20% of the original expenditure forecasts;
and/or
8.7.2.
at the request of the
Authority.
9.
FINANCIAL
MANAGEMENT AND
PREVENTION OF BRIBERY, CORRUPTION, FRAUD AND OTHER
IRREGULARITY
9.1.
The Grant Recipient
will at all times comply with all applicable Laws, statutes and
regulations relating to anti-bribery and
anti-corruption.
9.2.
The Grant Recipient
must have a sound administration and audit process, including
internal financial controls to safeguard against fraud, theft,
money laundering, counter terrorist financing or any other
impropriety, or mismanagement in connection with the administration
of the Grant. The Grant Recipient shall require that the
internal/external auditors report on the adequacy or otherwise of
that system.
9.3.
All cases of fraud or
theft (whether proven or suspected) relating to the Funded
Activities must be notified to the Authority as soon as they are
identified. The Grant Recipient shall explain to the Authority what
steps are being taken to investigate the irregularity and shall
keep the Authority informed about the progress of any such
investigation. The Authority may however request that
the matter referred (which the Grant Recipient is obliged to carry
out) to external auditors or other Third Party as
required.
9.4.
The Authority will
have the right, at its absolute discretion, to insist that the
Grant Recipient address any actual or suspected fraud, theft or
other financial irregularity and/or to suspend future payment of
the Grant to the Grant Recipient. Any grounds for suspecting
financial irregularity includes what the Grant Recipient, acting
with due care, should have suspected as well as what it actually
proven.
9.5.
The Grant Recipient
agrees and accepts that it may become ineligible for Grant support
and may be required to repay all or part of the Grant if it engages
in tax evasion or aggressive tax avoidance in the opinion of
HMRC.
9.6.
For the purposes of
paragraph 9.4“financial
irregularity” includes (but is not limited to) potential
fraud or other impropriety, mismanagement, and the use of the Grant
for any purpose other than those stipulated in the Agreement.
The Grant Recipient may be required to provide statements and
evidence to the Authority or the appropriate organisation as part
of pursuing sanctions, criminal or civil proceedings.
10.
CONFLICTS OF
INTEREST
10.1.
Neither the
Grant Recipient nor its Representatives shall engage in any
personal, business or professional activity which conflicts or
could conflict with any of their obligations in relation to the
Agreement.
10.2.
The Grant Recipient
must have and will keep in place adequate procedures to manage and
monitor any actual or perceived bias or conflicts of
interest.
11.
CONFIDENTIALITY
11.1.
Except to the
extent set out in this paragraph 11 or where disclosure is
expressly permitted, the Grant Recipient shall treat all
Confidential Information belonging to the Authority as confidential
and shall not disclose any Confidential Information belonging to
the Authority to any other person without the prior written consent
of the Authority, except to such persons who are directly involved
in the provision of the Funded Activities and who need to know the
information.
11.2.
The Grant Recipient
gives its consent for the Authority to publish the Agreement in any
medium in its entirety (but with any information which is
Confidential Information belonging to the Authority or the Grant
Recipient redacted), including from time to time agreed changes to
the Agreement.
11.3.
Nothing in this
paragraph 11 shall prevent the Authority
disclosing any Confidential Information obtained from the Grant
Recipient:
11.3.1.
for the
purpose of the examination and certification of the
Authority’s accounts; or pursuant to section 6(1) of the
National Audit Act 1983 of the economy, efficiency and
effectiveness with which the Authority has used its
resources;
11.3.2.
to any
government department, consultant, contractor or other person
engaged by the Authority, provided that in disclosing information
under the Authority only discloses the information which is
necessary for the purpose concerned and requests that the
information is treated in confidence and that a confidentiality
undertaking is given where appropriate; or
11.3.3. where disclosure is required by Law.
11.4.
Nothing in this paragraph
11 shall prevent either Party from using any
techniques, ideas or know-how gained during the performance of its
obligations under the Agreement in the course of its normal
business, to the extent that this does not result in a disclosure
of the other Party’s Confidential Information or an
infringement of the other Party’s IPR.
12.
TRANSPARENCY
12.1.
The Authority and the
Grant Recipient acknowledge that, except for any information, which
is exempt from disclosure in accordance with the provisions of the
Information Acts, the content of the Agreement is not
confidential.
13.
STATUTORY
DUTIES
13.1.
The Grant Recipient
shall comply with its obligations under the Law including but not
limited to the information Acts and the HRA.
13.2.
Where requested by the
Authority, the Grant Recipient will provide reasonable assistance
and cooperation to enable the Authority to comply with its
information disclosure obligations under the Information
Acts.
13.3.
On request from the
Authority, the Grant Recipient will provide the Authority with all
such relevant documents and information relating to the Grant
Recipient’s data protection policies and procedures as the
Authority may reasonably require.
13.4.
The Grant Recipient
acknowledges that the Authority, acting in accordance with the
codes of practice issued and revised from time to time under the
Information Acts, may disclose information concerning the Grant
Recipient and the Agreement without consulting the Grant
Recipient.
13.5.
The Authority will
take reasonable steps to notify the Grant Recipient of a request
for information to the extent that it is permissible and reasonably
practical for it to do so. Notwithstanding any other
provision in the Agreement, the Authority will be responsible for
determining in its absolute discretion whether any information is
exempt from disclosure in accordance with the Information
Acts.
14.
DATA
PROTECTION AND PUBLIC PROCUREMENT
Data Protection
14.1.
The Grant Recipient
will comply at all times with its obligations under Data Protection
Legislation.
14.2.
To the extent that the Grant
Recipient and the Authority share any Personal Data for the
purposes of the Agreement, the Parties accept that they are each a
separate independent Controller in respect of such Personal Data.
Each Party:
(i) shall comply with the applicable
Data Protection Legislation in respect of their processing of such
Personal Data;
(ii)will be individually and
separately responsible for its own compliance; and
(iii) do not and will not Process any
Personal Data as Joint Controllers.
14.3.
Each Party shall, with respect to
its processing of Personal Data as independent Controller,
implement and maintain appropriate technical and organisational
measures to ensure a level of security appropriate to that risk,
including, as appropriate, the measures referred to in Article
32(1)(a), (b), (c) and (d) of the GDPR, and the measures shall, at
a minimum, comply with the requirements of the Data Protection
Legislation.
14.4.
The Grant Recipient shall ensure
that its systems processing children’s data and connecting to
the Youth Justice Application Framework will meet the Government
Minimum Cyber Security Standard.
Public Procurement
14.5.
The Grant Recipient
will ensure that any of its Representatives involved in the Funded
Activities will adopt such policies and procedures that are
required in order to ensure that value for money has been obtained
in the procurement of goods or services funded by the
Grant.
14.6.
Where the Grant
Recipient is a Contracting Authority the Grant Recipient will
comply, as necessary, with the Procurement Regulations when
procuring goods and services in connection with the Agreement and
the Authority shall not be liable for the Grant Recipient’s
failure to comply with its obligations under the Procurement
Regulations.
15.
NOT
USED
16.
INTELLECTUAL PROPERTY
RIGHTS
16.1.
Intellectual Property
in all IPR Material will be the property of the Grant Recipient.
Other than as expressly set out in these Conditions, neither Party
will have any right to use any of the other Party's names, logos or
trade marks on any of its products or services without the other
Party's prior written consent.
16.2.
The Grant Recipient
grants to the Authority a non-exclusive irrevocable and
royalty-free, sub-licensable, worldwide licence to use all the IPR
Material for the purpose of supporting the
Funded Activities and other projects.
16.3.
Ownership of Third
Party software or other IPR necessary to deliver Funded Activities
will remain with the relevant Third Party.
16.4.
The Grant Recipient
must ensure that they have obtained the relevant agreement from the
Third Party proprietor before any additions or variations are made
to the standard ‘off-the-shelf’ versions of any Third
Party software and other IPR. The Grant Recipient will be
responsible for obtaining and maintaining all appropriate licences
to use the Third Party software.
17.
ENVIRONMENTAL
REQUIREMENTS
17.1.
The Grant Recipient
shall perform the Funded Activities in accordance with the
Authority’s environmental policy, which is to conserve
energy, water, wood, paper and other resources, reduce waste and
phase out the use of ozone depleting substances and minimise the
release of greenhouse gases, volatile organic compounds and other
substances damaging to health and the environment.
17.2.
The Grant Recipient
shall pay due regard to the use of recycled products, so long as
they are not detrimental to the provision of the Funded Activities
or the environment, to include the use of all packaging, which
should be capable of recovery for re-use or recycling.
17.3.
The Grant Recipient
shall take all possible precautions to ensure that any equipment
and materials used in the provision of the Funded Activities do not
contain chlorofluorocarbons, halons or any other damaging
substances, unless unavoidable, in which case the Authority shall
be notified in advance of their use. The Grant Recipient shall
endeavour to reduce fuel emissions wherever possible.
18.
ASSETS
Inventory of the Assets
18.1.
The Grant Recipient
must keep a register of all Fixed Assets acquired or improved. at a
cost exceeding £10,000, wholly or partly using the Grant
provided under the Agreement. Where the cost of purchasing or
improving the Fixed Assets is less than £10,000 authorisation
is not required, but the Asset should be recorded on the fixed
asset register.
18.2.
Assets purchased with
Grant funding must only be used for delivery of the Funded
Activities.
18.3.
For each entry in the
register the following particulars must be shown where
appropriate:
18.3.1.
date of acquisition or
improvement;
18.3.2.
description of the
Asset;
18.3.3.
cost, net of
recoverable VAT;
18.3.4.
location of the
Asset;
18.3.5.
serial or
identification numbers;
18.3.6.
location of the title
deeds;
18.3.7.
date of any
Disposal;
18.3.8.
depreciation/amortisation policy
applied;
18.3.9.
proceeds of any
Disposal net of VAT; and
18.3.10. the identity of any person to whom
the Asset has been transferred or sold.
18.4.
The Authority reserves
the right to require the Grant Recipient to maintain the above
particulars as set out in paragraphs 18.3.1-18.3.10 for any additional items which
the Authority considers material to the Grant.
Disposal of Asset
18.5.
Where the Grant Recipient uses any
of the Grant to develop, improve or purchase any
Assets, the Grant Recipient must ensure
that the Assets are maintained in good condition over the Asset
Owning Period.
18.6.
Assets purchased or
improved using the Grant shall be owned by the Authority until
ownership is transferred disposed or is otherwise agreed in writing
by the Authority. The Authority reserves the right to determine the
outcome of any Asset created as a result of the Funded Activities
or purchased with the Grant.
18.7.
The Grant Recipient
must not dispose of any Assets that have been totally or partly
bought, restored, conserved (maintained or protected from damage)
or improved with the Grant without the prior written consent
of the Authority. If the Authority grants consent to the Disposal,
such consent may be subject to satisfaction of certain conditions,
to be determined by the Authority.
18.8.
If the Grant Recipient
disposes of any Asset without the prior written consent of the
Authority, the Grant Recipient must use all reasonable endeavours
to achieve the market price for the Assets and must pay to the
Authority a proportion of the proceeds of such sale, equivalent to
the proportion of the purchase or development costs of the Assets
that was funded by the Grant, provided that the Authority may at
its discretion allow the Grant Recipient to keep all or a part of
the relevant proceeds where:
18.8.1. the sale of the Assets takes
place after the end of the Asset Owning Period;
18.8.2.the proceeds of sale are to be
applied directly to the purchase by the Grant Recipient of assets
that are equivalent to or replacements for the Assets;
or
18.8.3.the Authority is otherwise
satisfied that the Recipient will apply those proceeds for purposes
related to the Funded Activities.
18.9.
The Grant Recipient
shall hold the proceeds from the Disposal of any Asset on trust for
the Authority.
Charging of any
Asset
18.10. The Grant Recipient shall not
create any charge, legal mortgage, debenture or lien over any Asset
without the prior written consent of the Authority.
19.
INSURANCE
19.1.
The Grant Recipient
will during the term of the Funding Period and for one year after
termination or expiry of these Conditions, ensure that it has and
maintains, at all times adequate insurance with an insurer of good
repute to cover claims under the Grant Funding Agreement or any
other claims or demands which may be brought or made against it by
any person suffering any injury damage or loss in connection with
the Funded Activities or the Grant Funding Agreement.
19.2.
The Grant Recipient
will upon request produce to the Authority its policy or policies
of insurance or where this is not possible, a certificate of
insurance issued by the Grant Recipient's insurance brokers
confirming the insurances are in full force and effect together
with confirmation that the relevant premiums have been
paid.
20.
ASSIGNMENT
20.1.
The Grant Recipient
will not transfer, assign, novate or otherwise dispose of the whole
or any part of the Agreement or any rights under it, to another
organisation or individual, without the Authority’s prior
approval.
20.2.
Any approval given by
the Authority will be subject to a condition that the Grant
Recipient has first entered into an Agreement, authorised by the
Authority, requiring the Grant Recipient to work with another
organisation in delivering the Funded Activities.
21.
SPENDING CONTROLS
– MARKETING, ADVERTISING, COMMUNICATIONS AND
CONSULTANCY
21.1.
The Grant Recipient
must seek permission from the Authority prior to any proposed
expenditure on advertising, communications, consultancy or
marketing either in connection with, or using the
Grant.
21.2.
The Grant Recipient
should provide evidence that any marketing, advertising,
communications and consultancy expenditure carried out in
connection with, or using the Grant will deliver measurable
outcomes that meet government objective to secure value for
money.
22.
LOSSES, GIFTS AND SPECIAL PAYMENTs
22.1.
The Grant Recipient
must obtain prior written consent from the Authority
before:
22.1.1.
writing off
any debts or liabilities;
22.1.2.
offering to
make any Special Payments; and
22.1.3.
giving any
gifts
in connection with the
Agreement.
22.2.
The Grant Recipient
will keep a record of all gifts, both given and received, in
connection with the Grant or any Funded Activities.
23.
BORROWING
23.1.
In accordance with
paragraph 18.10 and this paragraph 23, the Grant
Recipient must obtain prior written consent from the Authority
before:
23.1.1. borrowing or lending money from
any source in connection with the Agreement; and
23.1.2. giving any guarantee, indemnities
or letters of comfort that relate to the Agreement or have any
impact on the Grant Recipient’s ability to deliver the Funded
Activities.
24.
PUBLICITY
24.1.
The Grant Recipient
gives consents to the Authority to publicise in the press or any
other medium the Grant and details of the Funded Activities using
any information gathered from the Grant Recipient’s initial
grant application or any monitoring reports submitted to the
Authority in accordance with paragraph 7.2.
24.2.
The Grant Recipient
will comply with all reasonable requests from the Authority to
facilitate visits, provide reports, statistics, photographs and
case studies that will assist the Authority in its
promotional and
fundraising activities relating to the Funded
Activities.
24.3.
The Authority consents
to the Grant Recipient carrying out any reasonable publicity about
the Grant and the Funded Activities as required, from time to
time.
24.4.
Any publicity material
for the Funded Activities must refer to the programme under which
the Grant was awarded and must feature the Authority’s logo.
If a Third Party wishes to use the Authority’s logo, the
Grant Recipient must first seek permission from the
Authority.
24.5.
The Grant Recipient
will acknowledge the support of the Authority in any materials that
refer to the Funded Activities and in any written or spoken public
presentations about the Funded Activities. Such acknowledgements
(where appropriate or as requested by the Authority) will include
the Authority's name and logo (or any future name or logo adopted
by the Authority) using the templates provided by the Authority
from time to time.
24.6.
In using the
Authority's name and logo, the Grant Recipient will comply with all
reasonable branding guidelines issued by the Authority from time to
time.
25.
CHANGES TO THE
AUTHORITY’S REQUIREMENTS
25.1.
The Authority will
notify the Grant Recipient of any changes to their activities which
are supported by the Grant.
25.2.
The Grant Recipient
will accommodate any changes to the Authority’s needs and
requirements under these Conditions.
26.
CLAWBACK, EVENTS OF
DEFAULT,
TERMINATION AND RIGHTS RESERVED FOR BREACH AND TERMINATION
Events of
Default
26.1.
The Authority may
exercise its rights set out in paragraph 26.3 if any of the following
events occur:
26.1.1. the Grant Recipient uses the
Grant for a purpose other than the Funded
Activities;
26.1.2.
the Grant
Recipient fails to comply with its obligations under the Agreement
in a way which is material in the opinion of the
Authority;
26.1.3.
where delivery
of the Funded Activities do not start within 3 months of the
Commencement Date and the Grant Recipient fails to provide the
Authority with a satisfactory explanation for the delay, or failed
to agree a new date on which the Funded Activities shall start with
the Authority;
26.1.4.
the Grant
Recipient uses the Grant for Ineligible Expenditure;
26.1.5.
the Grant
Recipient fails, in the Authority’s opinion, to make
satisfactory progress with the Funded Activities and in particular,
with meeting the outputs set out in Annex 6;
26.1.6.
the Grant Recipient fails to:
(i)
submit an adequate
Remedial Action Plan to the Authority following a request by the
Authority pursuant to paragraph 26.3.4; or
(ii)
improve delivery of
the Funded Activities in accordance with the Remedial Action Plan
approved by the Authority;
26.1.7.
the Grant Recipient
is, in the opinion of the Authority, delivering the Funded
Activities in a negligent manner (in this context negligence
includes but is not limited to failing to prevent or report actual
or anticipated fraud or corruption);
26.1.8.
the Grant Recipient
fails to declare Duplicate Funding;
26.1.9.
the Grant Recipient
fails to declare any Match Funding in accordance with
paragraph 4.7;
26.1.10. the Grant Recipient receives
funding from a Third Party which, in the opinion of the Authority,
undertakes activities that are likely to bring the reputation of
the Funded Activities or the Authority into disrepute;
26.1.11. the Grant Recipient provides the
Authority with any materially misleading or inaccurate information
and/or any of the information provided in its grant application or
in any subsequent supporting correspondence is found to be
incorrect or incomplete to an extent which the Authority considers
to be significant;
26.1.12. the Grant Recipient commits or has
committed a Prohibited Act or fails to report a Prohibited Act to
the Authority, whether committed by the Grant Recipient, its
Representatives or a Third Party, as soon as it becomes aware of
it;
26.1.13. the Authority determines (acting
reasonably) that the Grant Recipient or any of its Representatives
has:
(i)
acted dishonestly or negligently at
any time during the term of the Agreement and to the detriment of
the Authority;
(ii)
taken any actions which unfairly
bring or are likely to unfairly bring the Authority’s name or
reputation and/or the Authority into disrepute. Actions include
omissions in this context;
(iii)
transferred, assigns or novates the
Grant to any Third Party without the Authority’s consent;
or
(iv)
failed to act in accordance with the
Law; howsoever arising, including incurring expenditure on unlawful
activities;
26.1.14. the Grant Recipient ceases to operate for any
reason, or it passes a resolution (or any court of competent
jurisdiction makes an order) that it be wound up or dissolved
(other than for the purpose of a bona fide and solvent
reconstruction or amalgamation;
26.1.15. the Grant Recipient becomes insolvent as defined
by section 123 of the Insolvency Act 1986, or it is placed into
receivership, administration or liquidation, or a petition has been
presented for its winding up, or it enters into any arrangement or
composition for the benefit of its creditors, or it is unable to
pay its debts as they fall due;
26.1.16. the Grant Recipient breaches the
Code of Conduct and/or fails to report an actual or suspected
breach of the Code of Conduct by the Grant Recipient or its
Representatives in accordance with paragraph
31.2;
26.1.17. the Grant Recipient undergoes a
Change of Control which the Authority, acting reasonably,
considers:
26.1.18. will be materially detrimental to
the Funded Activities;
26.1.19. the new body corporate cannot
continue to receive the Grant because they do not meet the
Eligibility Criteria used to award the Grant to the Grant
Recipient;
26.1.20. the Authority believes that the
Change of Control would raise national security concerns;
and/or
26.1.21. the new body corporate intends to
make fundamental change(s) to the purpose for which the Grant was
given.
26.2.
Where, the Authority
determines that an Event of Default has or may have occurred, the
Authority shall notify the Grant Recipient to that effect in
writing, setting out any relevant details, of the failure to comply
with these Conditions or pertaining the Event of Default, and
details of any action that the Authority intends to take or has
taken.
Rights reserved for
the Authority in relation to an Event of Default
26.3.
Where, the Authority
determines that an Event of Default has or may have occurred, the
Authority shall take any one or more of the following
actions:
26.3.1.
suspend or terminate
the payment of Grant for such period as the Authority shall
determine;
26.3.2.
reduce the Maximum Sum
in which case the payment of Grant shall thereafter be made in
accordance with the reduction and notified to the Grant
Recipient;
26.3.3.
require the Grant
Recipient to repay the Authority the whole or any part of the
amount of Grant previously paid to the Grant Recipient. Such sums
shall be recovered as a civil debt;
26.3.4.
give the Grant
Recipient an opportunity to remedy the Event of Default (if
remediable) in accordance with the procedure set out in
paragraphs 26.4 to 26.10; and/or
26.3.5.
terminate the
Agreement.
Opportunity for the Grant
Recipient to remedy an Event of Default
26.4.
Where the Grant
Recipient is provided with an opportunity to submit a draft
Remedial Action Plan in accordance with paragraph
26.3.4, the draft Remedial Action
Plan shall
be submitted
to the Authority for approval, within 5 Working Days of the Grant
Recipient receiving notice from the Authority.
26.5.
The draft Remedial Action Plan shall set
out:
26.5.1.full details of the Event of
Default; and
26.5.2.the steps which the Grant
Recipient proposes to take to rectify the Event of Default
including timescales.
26.6.
On receipt of the
draft Remedial Action Plan and as soon as reasonably
practicable, the Authority will submit its comments on the draft
Remedial Action Plan to the Grant Recipient.
26.7.
The Authority shall
have the right to accept or reject the draft Remedial Action Plan.
If the Authority rejects the draft Remedial Action Plan, the
Authority shall confirm, in writing, the reasons why they have
rejected the draft Remedial Action Plan and will confirm whether
the Grant Recipient is required to submit an amended Remedial
Action Plan to the Authority.
26.8.
If the Authority
directs the Grant Recipient to submit an amended draft Remedial
Action Plan, the Parties shall agree a timescale for the Grant
Recipient to amend the draft Remedial Action Plan to take into
account the Authority’s comments.
26.9.
If the Authority does
not approve the draft Remedial Action Plan the Authority may, at
its absolute discretion, terminate the Agreement.
26.10. The Authority shall not by reason
of the occurrence of an Event of Default which is, in the opinion
of the Authority, capable of remedy, exercise its rights under
either paragraph 26.3.3 or 26.3.4 unless the Grant Recipient has
failed to rectify the default to the reasonable satisfaction of the
Authority.
General Termination
rights – Termination for Convenience
26.11. Notwithstanding the
Authority’s right to terminate the Agreement pursuant to
paragraph 26.3.5, either Party may terminate the
Agreement at any time by giving at least 3 months’ written notice to the other
Party.
26.12. If applicable, all Unspent Monies
(other than those irrevocably committed in good faith before the
date of termination, in line with the Agreement and approved by the
Authority as being required to finalise the Funded Activities)
shall be returned to the Authority within 30 days of the date of
receipt of a written notice of termination from the
Authority.
26.13. If the Authority terminates the
Agreement in accordance with paragraph 26.11 the Authority may pay the Grant
Recipient’s reasonable costs in respect of the delivery of
the Funded Activities performed up to the termination date.
Reasonable costs will be identified by the Grant Recipient and will
be subject to the Grant Recipient demonstrating that it has taken
adequate steps to mitigate its costs. The amount if any of
reasonable costs payable will be determined solely by the
Authority.
26.14. The Authority will not be liable
to pay any of the Grant Recipient’s costs or those of any
contractor/supplier of the Grant Recipient related to any transfer
or termination of employment of any employees engaged in the
provision of the Funded Activities.
Change of Control
26.15. The Grant Recipient shall notify
the Authority immediately in writing and as soon as the Grant
Recipient is aware (or ought reasonably to be aware) that it is
anticipating, undergoing, undergoes or has undergone a Change of
Control, provided such notification does not contravene any
Law.
26.16. The Grant Recipient shall ensure
that any notification made pursuant to paragraph
26.15
shall set out full
details of the Change of Control including the circumstances
suggesting and/or explaining the Change of Control.
26.17. Where the Grant Recipient has been
awarded to a consortium and the Grant Recipient has entered into a
collaboration agreement, the notification required under
paragraph 26.15 shall include any changes to the
consortium members as well as the lead Grant Recipient.
26.18. Following notification of a Change
of Control the
Authority shall be entitled to exercise its rights under
paragraph 26.1 providing the Grant Recipient
with notification of its proposed action in writing within one
month of:
(i)
being notified in
writing that a Change of Control is anticipated or is in
contemplation or has occurred; or
(ii)
where no notification
has been made, the date that the Authority becomes aware that a
Change of Control is anticipated or is in contemplation or has
occurred,
26.19. The Authority is not entitled to
terminate where an approval was granted prior to the Change of
Control.
27.
EXIT
PLAN
27.1.
Where the Authority
requires the Grant Recipient to prepare an Exit Plan to allow the
cessation or seamless transfer of the Funded Activities, the Grant
Recipient shall prepare the Exit Plan within 3 months of the
signing of the Agreement and shall comply with the exit provisions
set out in the Agreement.
28.
DISPUTE
RESOLUTION
28.1.
The Parties will use
all reasonable endeavours to negotiate in good faith, and settle
amicably, any dispute that arises during the continuance of the
Agreement.
28.2.
All disputes and
complaints (except for those which relate to the Authority’s
right to withhold funds or terminates the Agreement) shall be
referred in the first instance to the Parties
Representatives.
28.3.
If the dispute cannot
be resolved between the Parties Representatives within a maximum of
three months, then the matter will be escalated to formal meeting
between the Grant Manager and the Grant Recipient’s chief
executive (or equivalent).
29.
LIMITATION OF
LIABILITY
29.1.
The Authority accepts no liability
for any consequences, whether direct or indirect, that may come
about from the Grant Recipient delivering/running the Funded
Activities, the use of the Grant or from withdrawal, withholding or
suspension of the Grant. The Recipient shall indemnify and hold
harmless the Authority, its Representatives with respect to all
actions, claims, charges, demands Losses and proceedings arising
from or incurred by reason of the actions and/or omissions of the
Grant Recipient in relation to the Funded Activities, the
non-fulfilment of obligations of the Grant Recipient under this
Agreement or its obligations to Third Parties.
29.2.
Subject to this paragraph
29, the Authority’s liability under the
Agreement is limited to the amount of Grant outstanding.
29.3.
Where the Recipient has employees to
support the Funded Activities it should manage them efficiently to
minimise its redundancy liabilities.
29.4.
The Recipient shall not use the
Grant to pay redundancy costs:
(i) in excess of
its statutory redundancy liabilities; or
(ii)
for any period of employment prior to an employee’s
involvement in the Funded Activities.
30.
VAT
30.1.
If VAT is held to be
chargeable in respect of the Agreement, all payments shall be
deemed to be inclusive of all VAT and the Authority shall not be
obliged to pay any additional amount by way of VAT.
30.2.
All sums or other
consideration payable to or provided by the Grant Recipient to the
Authority at any time shall be deemed to be exclusive of all VAT
payable and where any such sums become payable or due or other
consideration is provided, the Grant Recipient shall at the same
time or as the case may be on demand by HMRC in addition to such
sums, or other consideration, pay to HMRC all the VAT so payable
upon the receipt of a valid VAT invoice.
31.
CODE OF CONDUCT FOR
GRANT RECIPIENTS
31.1. The Grant Recipient:
31.1.1. acknowledges that by signing the Grant Funding
Agreement it agrees to take account of the Code of
Conduct, which includes
ensuring that its
Representatives undertake their duties in a manner consistent with
the principles set out in the Code of Conduct;
31.1.2.
shall immediately notify the
Authority if it becomes aware of any actual or suspected breaches
of the principles outlined in the Code of Conduct.
31.1.3. acknowledges that a failure to notify the
Authority of an actual or suspected breach of the Code of Conduct
may result in the Authority immediately suspending the Grant
funding, terminating the Grant Funding Agreement and/or taking
action to recover some or all of the funds paid to the Grant
Recipient as a civil debt in accordance with paragraph
26.1.18.
32.
NOTICES
32.1. All notices and other communications in relation
to the Agreement shall be in writing and shall be deemed to have
been duly given if personally delivered, e-mailed, or mailed (first
class postage prepaid) to the address of the relevant party. If
personally delivered or if e-mailed all such communications shall
be deemed to have been given when received (except that if received
on a non-working day or after 5.00 pm on any Working Day they shall
be deemed received on the next Working Day) and if mailed all such
communications shall be deemed to have been given and received on
the second Working Day following such mailing.
Youth
Justice Board for England and Wales