APPENDIX ONE MEMORANDUM OF UNDERSTANDING

BETWEEN

COMMUNITY FOUNDATIONS FOR AND

AND

LIVERPOOL CITY REGION COMBINED AUTHORITY

1. Introduction

1.1 This Memorandum of Understanding (“MOU”) is between the Community Foundations for Lancashire and Merseyside (company number 03422207; charity number 1068887) whose registered office is at Third Floor, Stanley Building, 43 Hanover Street, , L1 3DN (“CFLM”) and the Combined Authority (“Donor”), No 1, Mann Island, Liverpool, L3 1BP and concerns the arrangements for the management of a charitable fund to be known as LCR Cares COVID-19 Community Support Fund (“the Fund”).

1.2 The Fund is being created to be used to support a wide range of charitable projects to support community businesses and third sector organisations impacted by Coronavirus/COVID-19 and that primarily benefits people within the Area of Benefit, Liverpool City Region. This includes all six Local Authorities that comprise Liverpool City Region; Halton, Knowsley, Liverpool, Sefton, St Helens and Wirral. The Fund is considered to be a mechanism by which funding can be made available to benefit the community in a fair and transparent manner, within an appropriate governance structure. The fund will address

 Immediate and emergency support for community businesses and third sector organisations  Resilience measures/support for community businesses and third sector organisations

1.3 The Fund will comprise sums paid to CFLM from public, private, corporate donations along with financial support from other charitable trusts and foundations.

1.4 The Fund is to be applied for the benefit of people in the Liverpool City Region.

1.5 The Donor has appointed CFLM to act as trustee and provide governance, funding awards and administrative support in relation to the Fund being donated.

2664246.1

1.6 The Fund will be held and managed by CFLM as a restricted fund (with the terms of any restriction to be agreed by the parties) CFLM is a registered charity whose charitable objects are “the promotion of any charitable purposes for the benefit of the community in the United Kingdom but primarily within the following areas: the five Metropolitan Boroughs presently constituting the area of the County of Merseyside namely the City of Liverpool and the Metropolitan Boroughs of Wirral, Sefton, Knowsley and St Helens together with the area of Halton Borough Council; the County of Lancashire and the Boroughs of Blackburn with Darwen and Blackpool”.

1.7 Unless agreed otherwise and in writing by the parties and notwithstanding clause 1.6, the Fund will be paid to CFLM by the Donor without distinction between capital and income and without restriction upon the application of the capital. CFLM will treat initial and future donations as flow through funds.

1.8 CFLM is to work with the Donor and / or other interested parties who collectively are to be known as the Funding Panel (“the Panel”). The Panel is to advise CFLM in all aspects of the management of the Fund, which includes (but not limited to) identifying priorities for the use of the Fund, making recommendations for the use of the Fund and suggesting projects to benefit from the Fund.

1.9 This MOU is considered to be in effect from the date this document is signed.

1.10 Unless expressly stated otherwise, this MOU is a statement of intention in relation to the operation of the Fund and is not intended to create a partnership, joint venture or other legally binding relationship between any parties nor to constitute members of the Panel as charity trustees of the Fund.

2. Area of Benefit

2.1 The Fund is to benefit principally the communities of the Liverpool City Region Combined Authority area. This is the designated “Area of Benefit”. The Fund may also be applied outside of the Area of Benefit at the discretion of CFLM and the Panel, subject to clause 2.2.

2.2 Projects or services located out with the Area of Benefit, or benefiting those other than people in the prescribed Area of Benefit may also be supported on a case by case basis, provided that there is a clear benefit to people in the prescribed Area of Benefit or an otherwise recognised group within the Area of Benefit.

2.3 CFLM, with the assistance of the Panel, will periodically review the Area of Benefit to ensure that the Fund is being adequately applied for and distributed. Should there be any cause for concern, formal discussions will

2664246.1

take place between CFLM, the Panel and the Donor to try and rectify the situation and / or revise the Area of Benefit.

3. Use of Funds

3.1 The Fund is being created to support charitable purposes in the Area of Benefit as described in clause 1.2 by primarily supporting the charitable activities of constituted, not-for-profit groups working to benefit people within the Area of Benefit. Support for individuals who are not normally residents within the Area of Benefit is also considered a permissible use of the Fund provided that such support is awarded for clear charitable purposes and in accordance with clause 2.2.

3.2 It is recognised that the Fund can be used towards (but not restricted to) the following purposes, provided that in each case, the purpose is recognised as being charitable according to the law of and Wales:

3.2.1 The prevention or relief of poverty; 3.2.2 The advancement of education; 3.2.3 The advancement of health or the saving of lives; 3.2.4 The advancement of citizenship or community development, which includes: rural or urban regeneration; and the promotion of civic responsibility, volunteering, the voluntary sector or the effectiveness or efficiency of charities; 3.2.5 The advancement of the arts, culture, heritage or science; 3.2.6 The advancement of amateur sport; 3.2.7 The advancement of human rights, conflict resolution or reconciliation, or the promotion of religious or racial harmony, or equality and diversity; 3.2.8 The advancement of environmental protection or improvement; 3.2.9 The relief of those in need by reason of youth, age, ill-health, disability, financial hardship or other disadvantage; 3.2.10 The promotion of the efficiency of: the armed forces of the Crown; police; fire and rescue services; or ambulance services.

3.3 The Fund is not to be used to support the following:

3.3.1 The advancement of religion; 3.3.2 The advancement of political beliefs or party politics; 3.3.3 Activities understood to be the exclusive responsibility of statutory authorities; 3.3.4 Projects benefiting primarily people out with the Area of Benefit, except in accordance with clause 2; 3.3.5 Retrospective funding (i.e. paying for costs incurred before a decision on an application to the Fund for support can be made); 3.3.6 The funding of any public or private sector compensation and / or mitigation.

2664246.1

4. The Distribution of Funds

4.1 The principal role of the Donor is to make recommendations to CFLM as to how monies held in the Fund are to be distributed. In addition, the Donor is to recommend priorities for the use of the Fund.

4.2 As the recipient of the funding (in its role as trustee for the local community) CFLM will be responsible for ensuring that the necessary governance is in place and the funds are used in a manner envisaged by the Donor.

4.3 It is CFLM policy for at least 75% of available charitable funds to be distributed annually in line with its charitable objects, and it is agreed that which the Donor and the Panel are committed to annual distributions from the Fund to this extent commit to doing so. If the Donor and Panel are unable to recommend the distribution of up to 75% of funds available in a 12 month period for charitable purposes, the funds will become discretionary funds for CFLM shall have the discretion to distribute, with prior notification to the Donor and Panel under their Fund’s criteria and purpose, the amount required in order to achieve an annual distribution of 75% of the Fund. This discretionary distribution may not take place if there are overriding arrangements that have been mutually agreed previously or an external factor, such as an extraordinary audit.

5. Responsibilities of CFLM

CFLM is to:

5.1 Receive, log and assess applications/expressions of interest, enacting due diligence and considering each application’s fit with the Fund’s purposes;

5.2 Receive and hold payments into the Fund and make payments out to funding recipients;

5.3 Manage funding agreements, including monitoring projects and releasing staged payments, receipt of end-of-project reports and evaluating impact against needs identified in the community subject to the Donor’s requirements; and

5.4 Maintain all appropriate records concerning funding applied for and awarded.

6. Reporting

6.1 CFLM will provide the following reports to the Donor:

2664246.1

6.1.1 a list of all applications received, including ineligible or withdrawn applications; and 6.1.2 a statement listing payments into the Fund, amounts committed, and the current balance.

6.2 For eligible applications which are being presented for a possible funding award, an assessment report will be prepared, normally containing the following information:

6.2.1 key facts about the applicant organisation including its history of applications to / funding from the Fund; 6.2.2 a summary of the funding request; 6.2.3 CFLM’s comments regarding:

(a) the applicant; (b) the proposed project and the potential impact of the funding requested; and (c) the fit with the Fund purposes or priorities;

6.2.4 a recommendation as to whether the funding is merited, and to what amount; 6.2.5 a “minimum impact” figure, below which funding would not be worth awarding; and 6.2.6 any recommended conditions.

6.3 Weekly, CFLM is to provide the Donor with information about awards made from the Fund.

7. Donation to the CFLM

7.1 It is acknowledged that CFLM is, pursuant to the terms of the Schedule, able to utilise a portion of the donation in order to cover the costs that it will incur in managing and administering the funds. A total maximum management fee of 10% will be applied by CFLM. This will cover the 4.5% fee for the online giving platform, Virgin Giving and the 5.5% CFLM management fee.

7.2 CFLM will in writing provide the Donor with a breakdown of its costs and expenses incurred in relation to the Fund every six months.

8. Amendments

Amendments to this MOU can be recommended at any time by either CFLM or the Donor in writing to the other party, but must be approved by both parties.

9. Complaints

9.1 If any party (“the complainant”) has a complaint regarding the work of the other, or its appointed representative, in the first instance a nominated

2664246.1

member of the complainant is to contact the other party’s Chief Executive. The Chief Executive is expected to respond to this complaint within four weeks.

9.2 Should the Chief Executive fail to respond within four weeks, or adequately resolve any complaint, a nominated member of the complainant is to contact the other party’s Chairperson. The Chairperson is expected to respond to the complaint within six weeks.

10. Termination

10.1 Either party can bring to an end the relationship described in this MOU by giving the other a minimum of three months’ written notice.

10.2 In the event of the termination of the relationship described in this MOU, the parties shall discuss an appropriate means of spending the Fund in its entirety. It is however acknowledged by the parties that the Fund constitutes an absolute gift by the Donor to CFLM of all right, title and interest in the Fund. The Fund represents a gift to charity and as a result, it will not be possible for funds to be recovered by the Donor and that the Trustees of CFLM shall exercise full discretion as to the ultimate use of the Fund.

10.3 In the event of the dissolution or winding up of CFLM the trusteeship of the Fund will, by agreement between the parties, be transferred to another Community Foundation recognised by UK Community Foundations (charity number 1004630) and in receipt of the Community Foundation Quality Accreditation Standard Mark.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.

11.2 Each party may disclose the other party's confidential information:

11.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

2664246.1

11.4 Neither party shall make any public nor other announcement concerning the Fund, whether by way of press release, internal newsletter or otherwise howsoever without the prior written notification of the other.

12. Parties’ costs

12.1 Each party shall be responsible for its own costs incurred in negotiating the contents of this MOU.

12.2 Each party may end negotiations in relation to the proposed Fund, without having to give any reason for doing so or incurring any liability to the other party.

13. Governing law and jurisdiction

13.1 This MOU, and all negotiations and any agreements prepared in connection with the Fund, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this MOU, the negotiations relating to the proposed Fund and any legal agreements prepared in connection with the Fund or their subject matter or formation (including non-contractual disputes or claims).

14. No Intention to Create Legal Relations

Unless expressly stated otherwise, this MOU is a statement of intention in relation to the operation of the Fund and is not intended to create a partnership, joint venture or other legally binding relationship between any parties nor to constitute members of the Panel as charity trustees of the Fund.

2664246.1

Each party hereby confirms its agreement to the terms contained in this memorandum of understanding.

……… ……………………………………………………. Rae Brooke, CEO, duly authorised for and on behalf of COMMUNITY FOUNDATIONS FOR LANCASHIRE AND MERSEYSIDE

Date: 20 March 2020……………………………………………

……………………………………………………………. LIVERPOOL CITY REGION COMBINED AUTHORITY

Date: ……………………………………………

Schedule

Sum[s] paid by Donor[s]

Donor Name Type of Sum donated Expected Request Funding, eg. to CFLM Date of Donation for Flow- Donation to Administration, Through or be received eg. a % value Endowment of the funding LCR Cares Flow through From 5.5% (Total 20/3/20 10% with Virgin Giving fee)

Gift aid will be claimed on donation where appropriate and added to the fund.

2664246.1