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Relationship proforma manual (SM033)

Relationship proforma manual manual number: SM033

© NZ Transport Agency

www.nzta.govt.nz

First edition

Effective from July 2011

ISBN 978-0-478-37199-4 (online)

http://www.nzta.govt.nz/�

Copyright information

This publication is copyright © NZ Transport Agency. Material in it may be reproduced for personal or in-house use without formal permission or charge, provided suitable acknowledgement is made to this publication and the NZ Transport Agency (NZTA) as the source. Requests and enquiries about the reproduction of material in this publication for any other purpose should be made to: NZ Transport Agency Private Bag 6995 Wellington 6141

The permission to reproduce material in this publication does not extend to any material for which the copyright is identified as being held by a third party. Authorisation to reproduce material belonging to a third party must be obtained from the copyright holder(s) concerned.

Disclaimer

The NZTA has endeavoured to ensure material in this document is technically accurate and reflects legal requirements. However, the document does not override governing legislation. The NZTA does not accept liability for any consequences arising from the use of this document. If the user of this document is unsure whether the material is correct, they should make direct reference to the relevant legislation and contact the NZTA.

More information

Published 2011 ISBN 978-0-478-37199-4 (online)

If you have further queries, call our contact centre on 0800 699 000 or write to us: NZ Transport Agency Private Bag 6995 Wellington 6141

This document is available on the NZTA’s website at www.nzta.govt.nz

http://www.nzta.govt.nz/�

NZ Transport Agency’s Relationship proforma manual (SM033)

First edition, Amendment 0 Effective from July 2011

Page i

Document management plan

1) Document information

Document name Relationship proforma manual

Document number SM033

Document availability This document is located in electronic form on the NZ Transport Agency’s website at www.nzta.govt.nz

Document owner Richard Wade, Senior Procurement Manager (NZ Transport Agency)

Document sponsor Kevin Reid, National Manager Professional Services (NZ Transport Agency)

Review Team Members Richard Wade, Neil Cree and Richard Crawforth (NZ Transport Agency)

2) Document availability

This document is available in electronic format on the NZ Transport Agency’s (NZTA) website and on the NZTA’s Connect drive for access by the NZTA’s personnel.

Alternatively to request a copy of any of the generic proformas noted in this manual, email [email protected] identifying which proforma(s) is/are required.

3) Manual status

This document has the status of a guideline as defined in the NZTA’s Process manual for network standards and guidelines.

4) Amendment and review strategy

The content of this document is based on NZTA’s current best practice and is subject to annual review. Feedback about this document and the proformas is welcomed. Please send feedback to [email protected].

All corrective action/improvement requests (CAIRs) suggesting changes will be acknowledged by the document owner.

Comments Frequency

Amendments (of a minor nature)

Updates incorporated as they occur. As required

Review (major changes)

Amendments fundamentally changing the content or structure of the manual will be incorporated as soon as practicable. They may require coordinating with the review team timetable.

At least annually

Notification All users that have registered their interest by email to [email protected] will be advised by email of amendments and updates.

Immediately

5) Other information

There will be occasions, depending on the subject matter, when amendments will need to be worked through by the review team before the amendment is actioned. This may cause some variation to the above noted time frames.

6) Distribution of this management plan

Copies of this document management plan are to be included on the NZTA’s intranet.

http://www.nzta.govt.nz/publications/index.html�

mailto:[email protected]�





Page ii

Record of amendments

This is a controlled document. It is, therefore, subject to review and amendment from time to time. Amendments will be recorded on this amendment control sheet. Amendment notices, detailing the changes, will be issued, via email, to registered manual holders and should be inserted behind this page.

If you wish to be notified by email as and when any amendment is made, please email [email protected] with your contact details – name, organisation and email address. Please ensure that any subsequent changes to these contact details are notified.

All individuals seeking to rely on, or implement, this manual, or any other manual referred to in this document, have a duty to ensure that they are familiar with the most recent amendments.

Amendment number

Description of change Effective date Updated by

0 The state highway relationship proforma manual (SM033) is amended to become the first edition of the NZ Transport Agency’s Relationship proforma manual (SM033).

July 2011 Richard Crawforth




Page iii

Table of contents Foreword iv

Preamble v

About this manual vi

1.0 Introduction 1

1.1 Mandate 1

1.2 Purpose 1

1.3 Objectives 1

1.4 Types of agreements 2

1.5 Prioritising agreements 3

1.6 How long does it take to formalise an agreement? 3

2.0 Memorandum of understanding 4

2.1 Introduction 4

2.2 Structure 4

2.3 When is an MOU appropriate? 5

2.4 How is the relationship formalised? 6

2.5 What are the effects on the other party(s) of entering into an MOU? 7

2.6 Monitoring 7

3.0 Multi-party funding agreement 8

3.1 Introduction 8

Objectives 9

3.2 Project funding and costs 9

3.3 Formalising the MPFA 11

4.0 Heads of agreement 12

4.1 Introduction 12

4.2 Objective 12

4.3 Process steps 13

4.4 Formalising the HOA 14

Appendices 15

4.5 Appendix A – Memorandum of understanding 16

4.6 Appendix B – Multi-party funding agreement 24

4.7 Appendix C – Heads of agreement 34

4.8 Appendix D – Relationship prioritisation questions 47

4.9 Appendix E – List of existing MOU, MPFA and HOA 48



Page iv

Foreword

In order to achieve an integrated, safe, responsive and sustainable land transport system which supports the New Zealand Transport Strategy, the NZ Transport Agency sought to develop a series of generic agreements. The agreements can used to create, maintain and extend relationships with our transportation partners in a transparent, structured and consistent manner.

It is my hope that these generic agreements will be used to enable the NZ Transport Agency to promote beneficial relationships which will deliver better economic, social and environmental outcomes for all parties.

Kevin Reid

National Manager Professional Services



Page v

Preamble

This manual is based on the NZ Transport Agency’s current best business practices. The manual will continue to evolve and is subject to annual revision.

The owner of this manual asks that they be advised of any proposed amendments to the proformas, to ensure continuous improvement can be made.

While all care has been taken in formulating this manual, the NZ Transport Agency accepts no responsibility for failure, in anyway related to the application of this manual, or any reference documents noted in it. There is a need to apply judgement to each particular set of circumstances.



Page vi

About this manual

General

Intended manual users

This manual is intended to be a users’ manual and a repository for the NZ Transport Agency’s (NZTA) formal relationships and agreements. It will be maintained by the NZTA and used by all NZTA staff entering the NZTA into a relationship with other parties.

Interrelationships with other manuals

This manual contains the NZTA proformas for developing relationships. In addition users shall refer to other NZTA’s manuals, standards and guidelines as required, including the NZTA’s Planning, programming and funding manual.

Standard wording and amendments

Amendments, which reflect local or specific stakeholder needs that will enhance the performance of the relationship but not alter the intent of the proformas, may be made with prior approval of the manual owner.

Where amendments do alter the intent of the profromas the new ‘agreement’ will be submitted to the Senior Leadership team for approval.

Wherever the content is not applicable to a particular project the section or paragraph can be deleted.

These proformas have been colour-coded to indicate the available flexibility in making amendments. These colours have the following meanings:

Colour Status

Black text Mandatory and may not be changed.

Blue text Optional clauses which can be included as is, or deleted in full.

Yellow shaded

Where standard wording is proposed but with project specific detail to be inserted yellow shading has been used to signify this requirement and suggested wording or examples are often provided in italics for guidance.

‘Guidance notes’, also shaded yellow are for the guidance of those preparing the proforma, and must not be included in the agreement.

Current relationships

Appendix E contains a list of existing/current relationship documents as per the time of publication. An up to date list is available by emailing [email protected] and on the NZTA’s Connect drive for access by the NZTA’s personnel.




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Glossary of terms and abbreviations

Term Definition

Heads of agreement (HOA)

An agreement which secures a legal commitment from each parent organisation to work together on either a project or specific opportunity.

LTMA Land Transport Management Act 2003 (and 2008 amendment).

Memorandum of understanding (MOU)

The MOU is the first stage in formalising a relationship. It is an agreement, which encourages the parties to meet regular and look for opportunities to work more collaboratively.

Multi-party funding agreement for local authorities (MPFA)

The MPFA is an agreement which is required under section 3.2.10 of NZ Transport Agency’s Planning, programming and funding manual, for any road controlling authority looking to provide joint financial assistance for a project.

NZTS New Zealand Transport Strategy 2008.

Other transportation partners

Refers to partners, other than territorial local authorities that have a vested interest in the transportation field.

Relationship Term used to define when two or more parties have decided to formalise a previously informal association.

SM033 The NZ Transport Agency’s Relationship proforma manual (SM033) that houses relationship proformas and associated steps for formalising relationship, and developing project-specific opportunities.

NZTA NZ Transport Agency.

Transit Transit New Zealand (now the NZ Transport Agency).

TLA’s Territorial local authorities.

SHM The NZ Transport Agency’s state highway manager.

SLT The NZ Transport Agency’s Senior Leadership team.



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1.0 Introduction

1.1 Mandate

The New Zealand Transport Strategy 2008 (NZTS) ‘encourages NZTA to enter into arrangements with local road authorities where there are both local and national benefits to be gained’ (chapter 7).

In 2005 Transit’s General Management team expanded this brief, including an introduction of a series of proformas, to include all parties that influence/affect our wider business which may assist us in achieving better business outcomes.

Enhanced business outcomes would include, for example:

• coordination of activities

• optimisation of expenditures

• investment in transport infrastructure without duplication of effort.

1.2 Purpose

The purpose of this manual is to provide a suite of relationship proformas, which will assist the NZ Transport Agency (NZTA) staff in formalising working relationships with territorial local authorities (TLAs) and other interested parties. It is intended that these formalised approaches will assist in achieving better business outcomes in a more transparent, structured and consistent manner.

1.3 Objectives

The objectives of this manual are to:

• ensure consistent use of approved proformas

• enable users to understand and implement the proformas as required

• ensure that proformas comply with the NZTA policy and manuals, and reflect best practice, and

• maintain flexibility for customisation of proformas to reflect individual relationship needs.

Prior to the inception of the NZTA, Transit had initiated practice of formalising working relationships with other parties. While the agreements were similar in principle they were not based on a consistent framework.

In 2005 Transit introduced a series of proformas to achieve a more consistent and considered approach to these formalised relationships. Since that time the proformas have been successfully implemented at both regional and national levels.

This manual has been developed as a resource and reference for the NZTA’s staff for ongoing and future relationships with transportation partners and other stakeholders.



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1.4 Types of agreements

The basic description of the types of agreements included in this manual are:

Memorandum of understanding (MOU):

• is designed as a first step or precursor to subsequent agreements between parties

• commits parties to build an improved relationship, and

• includes opportunity to develop special agreements, such as multi-party funding agreement and heads of agreement

Multi-party funding agreement (MPFA):

• commits the parties to the joint funding of particular activities or projects

• is required when more than one road controlling authority works together on a project, for example:

– when the parties decide to jointly fund a project, or – when one party requests a project scope change and is prepared to pay the additional

cost.

Heads of agreement (HOA):

• legally binds all parties

• signifies ongoing commitment to a project specific opportunity

• ensures accountability for meeting commitments embodied in the HOA, and

• enables endorsement and commitment to the relationship objectives at senior leadership and Board level.

MOU

Identification of an opportunity to work collaboratively with another

TLA(s) or transportation partner to gain benefits

HOA

MPFA

Once completed, the relationship returns to MOU



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1.5 Prioritising agreements

To prioritise potential relationships with TLAs and other transportation partners, the NZTA developed a scoring system that weighs the relationship against a series of questions. As an output of this scoring system the NZTA is now able to priorities relationships in a structured manner. The headings for the series of questions and weightings (captured in appendix D – Relationship prioritisation question) are as follows:

• Strategic level of the relationship (45% weighting)

Within this section the NZTA will look at what level the relationship can be effective. Should the relationship be driven by a desire to seek strategic benefits that may be linked to the NZTS, the NZTA’s statement of intent and/or strategic plan? The relationships with the highest strategic fit will receive the highest score.

• Significant opportunities for value (30% weighting)

Does the relationship have the potential to achieve significant benefits for the parties? Benefits may be in terms of either a significant economic advantage or an improved triple bottom-line performance. Relationships will receive a higher score for economic advantages than for less tangible benefits.

• Compatibility (20% weighting)

Are the prospective parties compatible with the NZTA? In order to quantify this, the NZTA has developed a series of questions to assess compatibility. The more compatible the higher the score received which allows prioritisation of relationships which have the greatest chance of success.

• Time and resources (5% weighting)

Do the prospective parties have the required resources to enact the relationship? If one or more parties have insufficient resources to devote to the relationship a noticeable reduction in the effectiveness of the relationship will be noted.

1.6 How long does it take to formalise an agreement?

The following is an indicative timing of how long it will take to formalise an agreement:

Agreement Timing and explanation

MOU An MOU can take between two and four months to complete from the time that the initial meeting takes place until the parties sign it.

Note: Should the relationship be between organisations with multi-tier management levels it may take longer.

MPFA An MPFA can take between three and five months to approve following signing of MOU.

Aspects of the agreement such as signing off the terms of reference and checking with various internal agencies will take the balance of the time.

HOA Allow between eight and twelve months from the initial contemplation of an HOA until it is signed.

A draft can be established within four months but associated consultation, if required, may take a further eight months.



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2.0 Memorandum of understanding

2.1 Introduction

The MOU is designed as a first step to formalising a relationship. The intent is to provide a consistent document, which leads the way for all subsequent agreements between parties.

Since its inception the MOU has been used to formalise a number of relationships with a diverse range of partners from local authorities such as Wanganui and Waikatere District councils to other transportation partners such as Association of Consulting Engineers New Zealand Inc (ACENZ), Roading New Zealand and the New Zealand Contractors’ Federation.

2.2 Structure

The MOU has a simple structure as described below:

• The main body develops and commits the parties to build an improved relationship.



Page 5

• Commitments to develop special agreements, such as MPFA and HOA (discussed in sections 3 and 4 respectively) can be included.

2.3 When is an MOU appropriate?

Experience gained using the MOU suggests that they are developed due to one or more of the reasons below.

Reason one Reason two Reason three

The parties wish to establish a more formalised structure.

Usually in these cases the parties are already working well together and have a good compatibility. They wish to commit the necessary resources and time to make the relationship function better. Even if a relationship is working well the additional structure of the MOU can make a difference as it provides more structure for personnel to connect. It also provides a forum to share knowledge, extend the relationship and ensures continuity if staff changes.

To develop a formal and ongoing relationship where no formalised relationship exists but the parties have historically entered into either funding arrangements or combined resources on specific projects.

The parties have identified a specific opportunity to work together, ie a TLA may want a scope change to a project and are prepared to pay the additional costs.

While it is important to progress with developing the specific project agreement the MOU should also be completed and used as a repository for agreements.



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2.4 How is the relationship formalised?

Typically development of relationships with TLAs is managed by the NZTA’s state highway manager who is tasked with ensuring a smooth progression in formalising the relationship.

As part of their role state highway managers must ensure that:

• there is an alignment of personnel between the organisations

• each party’s representatives are delegated to make decisions of behalf of their organisation

• the parties goals and objectives for formalising the relationship are aligned

• identify and define potential opportunities where working together under special agreements or higher relationship levels could be of benefit to each of the parties, and

• identification of the benefits and risks to the relationship.

For other relationships with a national or high-level strategic context a senior national office manager or the NZTA’s group manager will be tasked with management of the relationship.

Outputs to be sought from the initial relationship meeting:

• Reaffirm their commitment to developing the MOU.

• Reach agreement that the structure of the MOU is acceptable to progress the relationship.

• Develop a time frame and a list of actions required of meeting attendees.

The NZTA will then supply to the other party(s) an electronic copy of the MOU to provide comment on and complete the MOU, where applicable. It is then recommended that each party seeks endorsement from their senior management team(s). For the NZTA this will involve:

• providing an action paper to the Board for their approval to enable the appropriate group manager to enter the NZTA into the MOU

• waiting for the outcomes of the Board to be delivered to the NZTA representative, and • arranging joint signing of the MOU between the parties.

Once the MOU has been signed by the parties, the NZTA’s representative should arrange for a copy of the MOU to be:

• placed on file

• sent to the other party(s), and

• sent to the regional office (if applicable).



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2.5 What are the effects on the other party(s) of entering into an MOU?

By entering into an MOU the NZTA and the other party(s) are agreeing to work with each other to:

• deliver efficiencies through simply improving communication

• seek opportunities to achieve benefits, and

• encourage a commitment to meet on a regular basis as discussed in section 14 of the MOU.

2.6 Monitoring

Monitoring the relationship is critical to achieving better business outcomes.

The NZTA would like to see the parties meet on a regular basis to monitor how the relationship is progressing. The monitoring process will range from simply discussing if the MOU is improving the flow of communications to a full review of all elements and objectives included in the MOU.

In all cases the MOU must be signed before the parties can progress to another agreement.



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3.0 Multi-party funding agreement

3.1 Introduction

Section F15.2 of the NZTA’s Planning, programming and funding manual, states that ‘funding assistance for multi-party projects is conditional on the parties entering into a formal funding agreement. The extent of detail required in the agreement will depend on the size, complexity and duration of the project. Each multi-party funding agreement must be developed in consultation with the appropriate NZTA regional representative, executed by the parties involved and sent to the NZTA regional representative prior to funding being release’.

MOU



MPFA


Should the parties identify, whilst operating under the MOU, the need for a cost sharing agreement then they must enter into an MPFA.

This need to develop an MPFA is usually for of the reasons below.

Reason one Reason two

The parties have decided to jointly fund a project.

When this occurs, the parties should work together to identify the project scope (section 4.1 of the MOU).

When another party requests a scope change to a project and are prepared to pay the additional costs.

When this reason occurs the NZTA must work with the other party(s) to identify the scope of the project and change requested (sections 4.1 and 4.2 of the MOU).

Note: Should no MOU be in place at time of developing an MPFA it is recommended that it be established to enable development of a repository for all subsequent agreements between parties, and to define the nature of the relationship expediting future collaboration.



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Objectives

The NZTA’s objectives for developing an MPFA are as follows:

• Generate organisational commitment from the TLA or other party(s) to work collaboratively to deliver the prescribed scope.

• To ensure that the organisations will be held accountable to each other for meeting the respective commitments embodied in the MPFA.

• Enable formal endorsement from the parties’ respective senior management and Board.

3.2 Project funding and costs

When developing an MPFA one of the key objectives is to determine who is paying and for what activity. To achieve this it is recommended that all parties develop a good understanding of project scope and an associated construction estimate. This will enable the value of the works required by the other party to be established. This will allow determination of whether the other party is a project contributor or cost sharing partner in this MPFA.

3.2.1 Project contribution

Under this option the parties agree what the fixed contribution will be.



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3.2.2 Project cost sharing

Under this option the parties agree the split between costs of the project and determine the appropriate percentage of individual share.

The benefit to all parties is that additional costs will be fairly divided based on the portion of the work agreed.

3.2.3 Risk liability

Having determined the scope of works and associate costings, the parties need to determine how risk liability will be assigned.

If the other party requires the NZTA to undertake works which may or may not be familiar to the NZTA, that party will need to carry a modicum of risk.

There are two preferred ways of doing this:

1. caping of risk liability, or

2. dividing of risk liability.

3.2.4 Capping of risk liability

The NZTA effectively agrees to cap the other party’s contribution. The benefits to both parties are that it is a clear and simple division. The disadvantage is that if the costs are greater than anticipated or unforeseen circumstances occur it is more difficult for the NZTA to claim additional costs.



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3.2.5 Dividing of risk liability

The parties agree how the risk will be divided both between themselves and the contract phases. The benefit is that additional costs will be divided between the parties in a fair and equitable way.

3.2.6 Termination (clause 11)

In order to protect all parties a termination clause is included in the MPFA. This is intended to be enacted when the circumstances descried in the clause occur making it impossible or impractical for the parties to continue with the project. An example of circumstance which may be included in the clause is failure to obtain funding for the project.

3.2.7 Interest (clause 15)

The NZTA will seek payment from the contributing party within 30 days of any aspect of their portion of the works being undertaken. Because the NZTA is effectively funding the works until payment from the contributor is received, the ability to recover interest charges if the other party does not pay within the agreed time is essential.

3.3 Formalising the MPFA

Once agreement to develop an MPFA has been reached the NZTA will supply an electronic copy of the MPFA to the other party(s).

Following feedback, from the other party(s) the NZTA may elect to seek a legal opinion on the MPFA to ensure that there is no undue exposure to any of the parties.

Each party should then go back to their respective organisation and ensure senior management endorsement. For the NZTA this would entail the following:

• Providing an action paper to the SLT/ Board for endorsement to allow development of the MPFA which includes:

– the background of the relationship to date

– the benefits of entering into an MPFA, and

– identification of any additional resources required to service the relationship.

• Providing a subsequent action paper to the Board for approval for the Chief Executive Officer to sign the agreement.

• Sending of a signed copy of the MPFA to [email protected].

• Signing of the MPFA by the party(s).

• Sending of the MPFA signed by all parties back to the NZTA’s representative who will arrange for a copy to be placed on file and sent to the party(s), and the NZTA regional office (if applicable).



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4.0 Heads of agreement

4.1 Introduction

An HOA legally binds all parties involved in an MOU and signifies their ongoing commitment to a project specific opportunity.

4.2 Objective

The objectives of the HOA are to:

• generate organisational commitment from the TLA or transportation partner and the NZTA to work collaboratively to deliver the prescribe scope

• to ensure that the organisations will be held accountable to each other for the respective commitments embodied in the HOA, and

• enable formal endorsement (for the NZTA this will be done by the SLT/Board).



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4.3 Process steps

As shown in the diagram below an HOA is usually arrived at following either an identification of an opportunity to work collaboratively with other partners or following development of an MPFA.

The first step in developing an HOA is to establish working and steering groups.

The function of the working group is to:

• develop the HOA

• develop a communication strategy

• develop a consultation strategy, and

• report to the steering group.

The function of the steering group is to:

• monitor progress

• review documentation

• fine-tune both the communication and consultation strategies, and

• report to respective parties Board’s or equivalent.

MOU



HOA

MPFA


4.3.1 Time frames (Clause 6)

To have a fully workable HOA one of the key areas to look at is time frames. Detailing these in the HOA gives all parties defined goals. Examples of the type of activities which should have agreed time frames are agreements, foundation workshops and project plan sign-off.

4.3.2 Funding (Clause 9)

It is important to clearly identity how costs associated with the development of the HOA and subsequent works are envisaged. The costs should be split into elements with each party’s funding commitment described as a percentage or lump sum and, if applicable, any cap on funding.

4.3.3 Staging (Clause 10 – if required)

In the HOA some degree of staging or identification of key milestones may be required. These could include completion of the project plan, option report, feasibility study, business case and/or procurement strategy.



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4.4 Formalising the HOA

Once agreement to develop an HOA has been reached the NZTA will supply an electronic copy of the HOA to the other party(s).

Following feedback, from the other party(s) the NZTA may elect to seek a legal opinion on the HOA to ensure that there is no undue exposure to any of the parties.

Each party should then go back to their respective organisation and ensure senior management endorsement. For the NZTA this would entail the following:

• Providing an action paper to the SLT/ Board for endorsement to allow development of the HOA which includes:

– the background of the relationship to date

– the benefits of entering into an HOA, and

– identification of any additional resources required to service the relationship.

• Providing a subsequent action paper to the Board for approval for the Chief Executive Officer to sign the agreement.

• Sending of a signed copy of the HOA to [email protected].

• Signing of the HOA by the party(s).

• Sending of the HOA signed by all parties back to the NZTA’s representative who will arrange for a copy to be placed on file and sent to the party(s), and the NZTA regional office (if applicable).



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Appendices

Appendix A – Memorandum of understanding

For the current proforma email [email protected].

Appendix B – Multi-party funding agreement


Appendix C – Heads of agreement


Appendix D – Relationship prioritisation questions

Appendix E – List of existing MOU, MPFA and HOA

For the current list email [email protected].







Page 16

4.5 Appendix A – Memorandum of understanding



Page 17

[Insert Party’s logo here]

Memorandum of understanding (MoU)

between

NZ Transport Agency (New Zealand)

and

Party 1 [Where more than 1 party amend as appropriate]

in respect of [briefly describe objective of MoU]



Page 18


1.0 Parties

1.1 [Party Name (Acronym)] and if a local authority, what is their mandate, eg ‘a territorial authority/regional council under the Local Government Act 2002’]

1.2 Other party.

1.3 NZ Transport Agency, a Crown entity established on 1 August 2008 by section 93 of the Land Transport Management Act 2003 (NZTA).

2.0 Background

2.1 The parties have objectives, which encourage closer working relationships with other agencies to enhance business results.

2.2 The parties have discussed ways to formalise a working relationship and have decided to enter into an MOU.

2.3 If there is a previous MOU, between the NZTA and the party insert the following: This memorandum of understanding (MOU) replaces the previous MOU in respect of [describe what it replaces] which was signed by both parties on [date].

3.0 Intent

3.1 The intent of the MOU is to:

• formalise a working relationship between the parties

• specify the time, place and frequency of meetings to develop and enhance the relationship, and

• state the protocols for collaborative actions, including monitoring the health of the relationship.

3.2 The parties do not intend that this MOU creates a legally enforceable agreement.

4.0 Scope

4.1 Any land transport management activity plus any activity where the relationship will advance the interests of both parties and those they represent.

5.0 Goals

5.1 The parties acknowledge they have separate objectives and statutory responsibilities some of which may not be congruent.

5.2 It is, therefore, important to list the respective goals to set up a platform from which collaborative efforts can be pursued.



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5.3 The NZTA’s statutory objectives are as follows:

5.3.1 To operate the State Highway system in a way that contributes to an integrated, safe, responsive, and sustainable land transport system (section 77(1) Land Transport Management Act 2003).

5.3.2 In meeting its objective, the NZTA must exhibit a sense of social and environmental responsibility, which includes:

a. avoiding, to the extent reasonable in the circumstances, adverse effects on the environment

b. taking into account the views of affected communities

c. giving early and full consideration to land transport options and alternatives in a manner that contributes to paragraphs (a) and (b), and

d. providing early and full opportunities for contributions from other parties to the development of its land transport programmes (section 77(2) Land Transport Management Act 2003).

5.4 [Acronym] statutory objectives:

•

•

•

•

6.0 Agreements

6.1 The parties agree to:

• identify the key staff who will be empowered to make this MOU work

• meet regularly and discuss issues which are preventing the parties from delivering their goals

• prioritise issues which the parties agreed to cooperate on

• work collaboratively and cooperatively on identified issues

• monitor the effectiveness of the relationship, and

• celebrate successes.

7.0 Special Agreements

7.1 It is agreed that the parties will:

• (Please add these as appropriate).







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8.0 Principles

8.1 The principles that underpin this MOU are as follows:

8.1.1 The parties agree to meet on a regular basis at senior management and operational levels to ensure that all are informed of issues, and that relevant information is shared between them.

8.1.2 Each party commits to consider, investigate and resolve issues as they arise in a manner that maintains the integrity, professionalism and statutory accountabilities of each party.

8.1.3 Each party will endeavour to keep their organisation, and the members of the other parties advised of issues that may affect one party as a result of the activities by the other.

8.1.4 The parties agree that they will act in good faith in meeting their responsibilities under this agreement and in resolving differences in opinion.

9.0 Term

9.1 The term of this MOU is indefinite. It can only be terminated at the instigation of either party.

9.2 For MOU’s with more than one party add the following: Should one party withdraw, then the remaining parties can resolve to continue the relationship without the third party.

10.0 Amendment

10.1 This MOU can be amended at any time but only by written agreement of the parties.

11.0 Costs

11.1 Unless otherwise agreed costs will be where they fall.

12.0 Limitations

12.1 The parties recognise that the NZTA, Transit New Zealand Act 1989, the Land Transport Management Act 2003 and the Local Government Act 2002 and other constraints [Please add these as appropriate] such as Land Transport New Zealand Policies) may constrain their capacity to enter into a joint contract and agree to explore other options if necessary so as to give effect to their objectives].



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13.0 Conflict

13.1 Where a conflict arises between the parties that is not able to be resolved at the operational level and no specific conflict resolution process for a conflict of that nature has been agreed in this or any other agreement between the parties, then:

a. the conflict should be elevated to the Chief Executive Officer’s nominees as delegated in annexure 2 Delegations, and

b. if the nominees are unable to resolve the conflict within a reasonable period as agreed by the parties, then the conflict will be elevated to the respective chief executive officers.

14.0 Implementation

14.1 A control group shall be appointed consisting of no less than two senior managers of each of the two organisations to implement this MOU.

14.2 The control group shall prepare protocols from time to time to help guide the relationship which shall progressively be appended to the MOU. Such protocols will deal with issues such as publicity, meeting minutes, performance reviews, etc.

14.3 The control group shall from time to time mandate teams consisting of individuals from both parties to work on a significant issue. When this occurs the work shall be described in a project plan and appended to this MOU.

15.0 Delegations

15.1 All persons authorised to make decisions on behalf of their organisations shall be recorded in annexure 2 Delegations.



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16.0 Signing

Signed for the NZ Transport Agency by: Signed for [Party] by:

Geoff Dangerfield

Chief Executive

in the presence of:

[name]

[job title]

in the presence of:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

For multiple party agreements add additional signing sections as required.



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17.0 Changes

17.1 The following register shall record all changes made to the MOU:

Reference Description of change Documentation

Annexure 1: Special agreement(s)

The following register shall record all special agreement(s) entered into by the parties:

Reference Description of special agreement Documentation

Annexure 2: Delegation(s)

The following persons are authorised to make decisions on behalf of their organisations:

Name Organisation Delegation

[NZTA] [Describe the delegated authority of the named individual, eg state highway manager]



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4.6 Appendix B – Multi-party funding agreement



Page 25


Multi-party funding agreement (MPFA)

between


and


in respect of [project name]



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1.0 Parties

1.1 [Party Name (Acronym)]and if a local authority, what is their mandate, eg ‘a territorial authority/regional council under the Local Government Act 2002’]

1.2 Other party.

1.3 NZ Transport Agency, a Crown entity, established on 1 August 2008 by Section 93 of the Land Transport Management Act 2003 (NZTA).

2.0 Recitals

2.1 The NZTA’s Planning, programming and funding manual stipulates that multi-party projects involving more than one road controlling authority receiving financial assistance for the project is conditional on the parties entering into a formal funding agreement developed in consultation with the NZTA regional manager.

2.2 The NZTA and [Acronym] being road controlling authorities involved in the [project name] and receiving the NZTA’s financial assistance for the project, have agreed to enter into a formal funding agreement and wish to record the terms of that agreement.

3.0 Scope

3.1 The project comprises [Describe project, for example the Design and Project Documentation (D&PD), Management Surveillance and Quality Assurance (MSQA) and construction of …]

3.2 A scope change at the request of [Acronym] has seen [describe the change in scope and why it’s required].

4.0 Project planning and programming

4.1 In accordance with the NZTA’s ten-year State Highway Plan the design and project development phase of the [insert project name] is programmed for completion [insert completion date] with funding for construction, management, surveillance and quality assurance programmed to commence [insert start date].

5.0 Project funding and costs

5.1 The total cost of [insert project name] is provisionally estimated to be $XXX,XXX.XX and includes, the [cost of professional services, physical works, approved contract variations and payment to third parties - delete items not applicable].



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Then choose either 5.2 or 5.3 to indicate whether the [party name Acronym] is a cost-sharing or contributing partner in this MPFA.

5.2 Project contribution

5.2.1 As a result of the scope change in 3.2 the [Acronym] agree to [describe method of payment and amount] (excluding GST).

5.2.2 Project funding will be met as follows:

NZ Transport Agency $XXX,XXX.XX (excl GST)

[Acronym] $XXX,XXX.XX (excl GST)

[insert party if required] $XXX,XXX.XX (excl GST)

[insert party if required] $XXX,XXX.XX (excl GST)

Total $XXX,XXX.XX (excl GST)

5.3 Project cost sharing

5.3.1 The apportionment of project costs between the parties, as tabled below, has been calculated by assessing the work required within each of the areas of benefit. (Tailor the following table to meet project specific requirements).

Project cost sharing (example only)

Total estimated cost [Acronym] share NZTA share

$ $ % $ %

D&PD and MSQA phases 1,000,000 200,000 20% 800,000 80%

Construction phase 10,000,000 2,000,000 8,000,000

Land purchase 0 0 0

Total 11,000,000 2,200,000 8,800,000

5.4 Joint costs incurred by external service providers will be paid [XX]% by the NZTA and [XX]% by [Acronym](amend, include or delete as required).

5.5 Parties administration costs lie with the responsible party (amend, include or delete as required).

5.6 The NZTA maintains its right to terminate the MPFA under section 10.0 of this MPFA, should project funding be unattainable for any reason.

[Add any other project specific funding agreements For example, where the MPFA will lead to Professional services and/or physical works costs, the costs will lie with the responsible Party unless a Joint Principal’s contract is entered into. In this case, contract overheads shall be assigned to each party in proportion to the respective party’s physical works costs.]



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6.0 Risk liability

Choose either 6.1 or 6.2 to indicate whether the parties are agreeing to cap or divide the risk component in this MPFA.

6.1 Parties have agreed to cap the [describe the change in scope and why it’s required] on the [describe the project] to a value of $[XX] (excluding GST).

6.2 The total project risk shall be divided amongst NZTA and the [Acronym] in accordance with the following:

NZ Transport Agency XX%

[Acronym] XX%

[insert party if required] XX%

[insert party if required] XX%

Total 100%

7.0 Project management

7.1 It is recognised that the NZTA, as the lead authority, has responsibility for the overall management of the project with the professional services being undertaken by [insert professional services project consultant] in accordance with the contract documents for [project name and contract number].

7.2 The project manager and client’s representative as defined in the general conditions to the contract documents is:

[Name]

[Title]

New Zealand Transport Agency

[Postal Address]

Phone: [Telephone number]

Fax: [Fax Number]

7.3 The project manager shall arrange for the generation of invoices and forward to [Acronym] for approval and payment on a monthly basis during the progress of the work.

7.4 Where any amount expressed in this MPFA is stated to exclude GST, GST shall be added to any invoice entered by one party to the other where it is payable.

7.5 This MPFA does not and is not intended to offer any benefit or create any obligation enforceable any person not a party to this MPFA

7.6 The project manager shall keep [Acronym] fully informed of progress during preparation of the design plans and during physical works construction.



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7.7 The NZTA shall identify [Acronym] as a [cost-sharing or contributing (delete one)] partner in the [project name] whenever called for in public statements and in any written publications relating to the project.

8.0 Project change reporting to the NZTA

8.1 Each party, as it may affect them, will make requests for changes to the project funding as and when necessary.

8.2 Changes in funding will be made as a review request and updated in this MPFA.

9.0 Economic analysis updating

9.1 The project consultant is required to confirm the estimates and review and update the economic evaluation in accordance with the NZTA’s Economic evaluation manual at various stages as required in the contract documents.

9.2 An independent peer review of the project economics may be commissioned at the discretion of the project manager, in consultation with [Acronym], at the completion of the design phase.

10.0 Termination

10.1 This MPFA is conditional upon the following:

10.1.1 If either party cannot obtain funds for the construction then the party unable to seek the necessary funds can terminate this MPFA. The costs for work up to that time shall be met by the respective parties.

10.1.2 If tenders received by the NZTA exceed estimates for construction and the NZTA is unable to obtain the necessary funds, then the MPFA can be terminated. The costs for work up to that time shall be met by the respective parties.

10.1.3 If project costs exceed funding during construction and the NZTA is unable to obtain the necessary additional funds then the MPFA can be terminated. The costs for work up to that time shall be met by the respective parties

10.1.4 [Detail any further conditions that may cause the early termination of the MPFA].

10.2 This MPFA will terminate upon project completion of [project name and contract number].

10.3 This MPFA can be amended or extended from time to time, at the instigation of any party subject to mutual agreement and subject to change in section 9.



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10.4 The MPFA can be terminated prior to project completion by the written agreement of the parties to the MPFA. If termination occurs under this clause, three months written notice is required to the other party. There will be a reconciliation of costs and liabilities under [project name and contract number], which will be apportioned in accordance with liability of each party.

10.5 [For MPFA’s with more than one party add the following: Should any party withdraw, then the remaining parties can resolve to continue the relationship without the outgoing party]

11.0 Protection of parties’ separate interests

11.1 The NZTA, as lead authority, reserves the right to defer or terminate the construction phase for any reason following consultation with [Acronym]. Design costs incurred by each party up to deferment or termination will rest with that party. (amend as required).

11.2 The contract documents require that the [project consultant]consults with and gives consideration to the requirements of [Acronym] particularly in regard to aspects for which [Acronym] has responsibility under this MPFA. Such consultation is required to ensure design and construction is undertaken in accordance with [Acronym] requirements. Where [Acronym]’s requirements conflict with the contract documents or other NZTA requirements in relation to the project, the [project consultant] is required to refer the matter to the project manager and provide for further consultation with [Acronym].

12.0 Invalidity

12.1 If any part of this MPFA or the application to any person or circumstance is or becomes invalid or unenforceable the remaining terms, covenants and conditions shall not be affected thereby and such terms covenants and conditions of these presents shall be valid and enforceable to the fullest extent permitted by law.

13.0 Disputes

13.1 All differences and disputes between the parties concerning this MPFA shall be dealt with as follows:

a. The parties shall meet and discuss in good faith any dispute between them arising out of this MPFA.

b. If the discussions referred to in (a) above fails to be resolved within 30 days of first being raised in writing, the issues shall be elevated to a meeting between the Chief Executives or their nominees to reach an agreed position.



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c. If the discussions referred to in (a) and (b) above fail to resolve the relevant dispute within 60 days of first being raised in writing, either party may (by written notice to the other party) require that the dispute be submitted for mediation by a single mediator agreed between the parties. In the event of any such submission to mediation:

• the mediator shall be deemed to be not acting as an expert or as an arbitrator

• the mediator shall determine the procedure and timetable for the mediation, and

• the cost of the mediation shall be shared equally between the parties.

d. Neither party may issue any legal proceedings (other than for urgent interlocutory relief), in respect of any such dispute, unless that party has first taken all reasonable steps to comply with clauses (a) and (b) above.

14.0 Interest

14.1 Should the [Acronym] not pay the NZTA within 30 days of receiving the claim, then the [Acronym] shall pay the NZTA interest compounding monthly on all amounts shown as payable and remaining unpaid after the expiry of the time provided for payment.

14.2 The rate of interest shall be equal to one and a quarter times the average monthly interest rate as certified by a chartered accountant or trading bank manager, which is currently payable or which would be payable by the NZTA for overdraft facilities

14.3 The right to interest shall be additional to any other remedy to which the NZTA may be entitled at law.

15.0 Publicity

15.1 Notwithstanding the right for the media to report on any public meeting, all parties, prior to release, will agree to any media release.



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16.0 Signing


Geoff Dangerfield

Chief Executive

in the presence of:

[name]

[job title]

in the presence of:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

Name:

Occupation:

Address:




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17.0 Changes

17.1 The following register shall record all changes made to the MPFA:



The following register shall record all special agreement(s) entered into by the parties:


Annexure 2: Delegation(s)

The following persons are authorised to make decisions on behalf of their organisations:





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4.7 Appendix C – Heads of agreement



Page 35


Heads of agreement (HOA)

between


and


to [briefly describe objective of agreement]



Page 36


1.0 Parties

1.1 [Party Name (Acronym)]and if a local authority, what is their mandate, eg ‘a territorial authority/regional council under the Local Government Act 2002’]

1.2 [Other party].

1.3 NZ Transport Agency (NZTA), an authority continued under section 75 of the Land Transport Management Act 2003.

2.0 Mandate

2.1 The mandate for this HOA comes from the memorandum of understanding (MOU) entered in between the NZTA and [Acronym] on [insert date of signing]

2.2 Under clause 7.0 of the MOU the parties agreed to develop an HOA for [describe reason for establishing the HOA].

3.0 Scope and objectives

3.1 The scope of the agreement, which can be revised by the parties, is for

3.1.1 [Describe the project scope, add/delete as required]



3.2 The objective is to [describe objective of this HOA].

3.3 The long-term aim of the partners is to [describe long term aim of HOA if it’s for an ongoing relationship, and not for the duration of a single project].

4.0 Background

4.1 [Provide specific details of the intent of the HOA such as ‘The parties wish to work together to ...’]

4.2 [If there is a previous HOA, between the NZTA and the party insert the following: This HOA replaces the previous HOA in respect of [describe what it replaces] which was signed by both parties on [date]

4.3 The NZTA and the [Acronym] have had an informal working relationship over the years.

4.4 The [objective of HOA] has generated a number of issues which have required closer working relationships between the parties. This has been the catalyst for the parties to aspire to formalise the working relationship, especially considering the size and complexity of the project.



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4.5 The parties have formalised a working relationship in an MOU. The MOU highlighted the desire to enter into a special agreement relating to the development of the [objective of HOA].

4.6 The parties have agreed to establish this HOA [objective of HOA] as mandated in the MOU.

5.0 Intent

5.1 The intent of the HOA is to establish a commitment from each partner to work in partnership to create a joint management structure.

5.2 The intent of this HOA is that the parties:

a. agree a funding model that will accelerate [objective of HOA]

b. seek approval for the proposed funding

c. apply necessary resources to achieve the purposes of the HOA and use their best endeavours to enable the delivery of the projects individually or collectively.

6.0 Time frames

6.1 The agreed time frames as at [XX] 20[XX] are:

a. foundation workshop completed by [XX] of [XX] 20[XX]

b. virtual organisation formed and project plan signed off by [XX] of [XX] 20[XX], and

c. other programme milestones to be added or amended as agreed between the parties. These are initially to be set out in more detail in the project plan.

7.0 Goals

7.1 The goals of the respective parties are:

7.1.1 For the NZTA to:

a. open [objective of HOA] to the public by [insert date] or earlier

b. act expeditiously on the opportunities created under the enacted Land Transport Management Act 2003

c. deliver [objective of HOA] as an (alternatively funded model – added name of model)

d. be open to alternative funding scenarios that do not involve tolling and/or the National Land Transport Fund (NLTF) funding

e. look for optimal ways to integrate Recourse Management Act 1991 consultation with consultation under the enacted Land Transport Management Act 2003



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f. work with [Acronym] as a joint partner, on any consultation undertaken with the community under the enacted Land Transport Management Act 2003

g. take a flexible attitude to the project scope particularly where a narrow view would reduce the financial effectiveness of the project

h. look for efficiency gains in working on [other projects, in the area at the same time – please note other projects] in parallel

i. develop an effective communications programme with the community regarding the funding and construction of the works, in collaboration with [Acronym]

j. should tolling be a funding source for [objective of HOA], to install a toll system that is interoperable with other systems and operated by NZTA utilising a mixture of manual and electronic toll-collection mechanisms.

7.1.2 For [Acronym] to:

7.1.2.1 accelerate the delivery of [objective of HOA] from the date planned by the NZTA as a toll and NLTF-funded extension of State Highway 1, with the following financing alternatives stated in order of preference:

a. Accelerate funds from the NZTA.

b. Acceleration funded through the [XYZ].

7.1.2.2 open [objective of HOA] to the public at the earliest practicable date and preferably by [date]

7.1.2.3 secure alternative funding for [objective of HOA] which avoids the need for tolling as proposed by the NZTA with the following order of preference for funding the shortfall:

a. further NLTF funding

b. other funding solutions – [please list].

7.1.2.4 should tolling be identified as the best option for obtaining earliest delivery of a project, to comprehensively support the NZTA when toll consultation is undertaken with the community

7.1.2.5 cease all tolling of [XYZ]at the earliest possible date through securing alternative funding.

7.1.2.6 to develop [objective of HOA] in conjunction with [any other project – please list] in the most efficient way that does not materially delay the completion of (any other project – please list) but provides the opportunity to deliver [any other project – please list] as a ready to go tolling project under either the enacted Land Transport Management Act 2003, under the management and control of the NZTA



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7.1.2.7 develop an effective communications programme with the community regarding the funding and construction of the works, in collaboration with the NZTA.

8.0 Agreements

8.1 The parties agree that they will: [This agreement provides a framework for ongoing development of the relationship between the Parties. This HOA is the agreed mechanism by which all parties involved will signify their ongoing commitment to each other. The Parties, from time to time, may agree to enter into specific project agreements which shall be developed in accordance with the principles of this HOA]

8.1.1 actively pursue joint collaboration and action

8.1.2 establish, maintain and resource a joint management structure (in accordance with the partners agreement)

8.1.3 share information between the parties in an open manner and act in good faith towards one another at all times

8.1.4 monitor the effectiveness of the partners achievement in terms of measurable and sustainable transportation benefits

8.1.5 publicly celebrate success and achievement

8.1.6 the parties recognise that their individual objectives require further alignment in order to achieve a cooperative and collaborative relationship, and so agree to:

8.1.7 Hold a foundation workshop to:

a. allow officers of the NZTA and [Acronym] to form a working relationship

b. understand and discuss the respective objectives as outlined in this HOA

c. agree common ground and common objectives

d. discuss the best way to work together

e. develop the detailed work plans required to give effect to this HOA

f. agree tasks and a programme to achieve the common objectives

g. establish a virtual organisation to implement and monitor agreed tasks

h. prepare a project plan under the HOA which will document all the agreed tasks and actions to be undertaken collaboratively, including the joint strategy, the form of the virtual organisation, resource requirements, funding arrangements, tasks, a programme of deliverables and project administration arrangements.



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i. formally approve the project plan to establish the agreed basis on which the work mandated in the HOA will proceed.

j. commit the necessary resources to complete the agreed workstreams and ensure the workstreams are genuinely collaboratively undertaken.

k. agree base reference documents to guide process and provide a context for decision making and quality control.

9.0 Funding

9.1 The parties will each provided appropriate funding for the ongoing development of the work required pursuant to this HOA.

9.2 The parties have provided funding for [objective of HOA] as follows:

9.3 Both parties:

9.3.1 Costs incurred by the parties to this agreement will lie where they fall.

9.3.2 Joint costs incurred by external service providers will be paid [XX]% by NZTA, and [XX]% by [XYZ].

9.3.3 The parties agree to fund the joint management structure, as follows:

a. Project director, administration and office overheads [XX]% NZTA, [XX]% [name other Party];

b. All other Parties administration costs lie with the responsible party [amend as appropriate].

9.3.4 [Add any other project specific funding agreements, for example where the MOU will lead to Professional services and/or physical works costs the costs will lie with the responsible Party unless a Joint Principals contract is entered into. In this case contract overheads shall be assigned to each party in proportion to the respective parties physical works costs.]

9.4 The NZTA:

9.4.1 The [objective of HOA], design costs are currently funded to [XX] 20[XX]. Funding for project development from [XX] 20[XX]is expected to be from the NZTA borrowings. The NZTA has made provision to fund construction from 20[XX]/[XX] as a toll road subject to funding arrangements being in place, and recoup all costs from [XX] 20[XX] from tolls.



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9.5 Council:

9.5.1 For [Acronym] funding has been provided for all the land acquisition costs, including legal and administrative costs, necessary to complete the project; costs of developing legislation for tolling; costs of developing a bidding procedure for a public private partnership; and all the costs of obtaining full resource consents; and the carrying costs for the aforementioned costs. [XYZ] intends to recover these costs from the developer of the [XYZ] project as a toll road, and from other sources than rates.

10.0 Staging

10.1 The indicative stages are as follows:

10.1.1 Completion and approval of the project plan.

10.1.2 Completion of the options report which will look at the scope of the work, options for delivery (including early delivery) and funding sources.

10.1.3 Completion of an expression of interest application to [objective of HOA].

10.1.4 Refine and present for adoption by parties a preferred delivery strategy including funding.

10.1.5 Completion of the design, planning and resource consents for the projects.

10.1.6 Completion of a business case and feasibility study, including all consultation with the community and stakeholders, as may be required under the Local Government Act 2002, the Resource Management Act 1991, and as contemplated under the Land Transport Management Act 2003.

10.1.7 Where required, make application and gain receipt of:

10.1.7.1 any Order(s) In Council under the enacted Land Transport Management Act 2003

10.1.7.2 any ministerial approval of a concession agreement

10.1.7.3 complete procurement and construction details, and

10.1.7.4 plan ongoing operations.

11.0 Joint advisors

11.1 The parties agree that where there is financial advantage the parties shall jointly procure consultant/supplier services and meet those costs in proportion to the relevant responsibilities at that time. The parties agree to jointly seek legal advice where this is agreed as appropriate under this agreement and associated agreements. The parties may seek independent advice at their own cost.



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12.0 Act in good faith

12.1 The parties agree that they will act in good faith in meeting their responsibilities under this agreement and in resolving differences in opinion.

12.2 Each party will endeavour to keep their organisation and the members of the other parties advised of issues that may affect one party as a result of the activities by the other.

13.0 Term and review

13.1 Either the HOA will be for an indefinite term but subject to three yearly reviews or the HOA will commence on [XX] and terminate on [XX].

13.2 The HOA can be terminated earlier by the agreement of the parties to the agreement.

13.3 [For HOA’s with more than 1 party add the following: Should one Party withdraw, then the remaining Parties can resolve to continue the relationship without the third Party.]

13.4 This HOA can be amended from time to time, at the instigation of any party subject to mutual agreement.

13.5 The HOA is conditional upon the following: [Detail any conditions that may cause the early termination of the HOA, such as failure to secure funding]

13.6 This agreement shall be at an end when both parties are satisfied that the arrangements to deliver [objective of HOA] are in place or that both parities mutually agree to end the HOA.

13.7 Where additional activities need to be addressed beyond the scope of this agreement it will require separate formal approval by the parties.

14.0 Publicity

14.1 Notwithstanding the right for the media to report on any public meeting, all parties, prior to release, will agree to any media release.

15.0 Limitations

15.1 The parties recognise that this agreement shall not take precedence over each organisation’s respective obligations to statute, established internally or government/land transport funding policies.



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16.0 Conflicts

16.1 Any conflicts as to the meaning, intent or obligations of the parties under this agreement shall be dealt with in accordance with the protocols set out in the MOU.

17.0 Principles

17.1 The principles relating to the agreement are that:

17.1.1 an effective working relationship between the parties be formalised

17.1.2 to be effective the parties must commit suitable and available resources to complete the necessary work

17.1.3 the parties must work together collaboratively, in an open and transparent way, and act in good faith in meeting their responsibilities

17.1.4 each party commits to consider, investigate and resolve issues as they arise in a manner that maintains the integrity and professionalism of each agency

17.1.5 the parties commit to the sharing of information as is necessary to maximise the opportunity for [objective of HOA] to be delivered. (It is recognised that from time to time, information may need to remain confidential or is subject to legal privilege and cannot be exchanged.)

17.1.6 nothing in this agreement will prevent the individual parties adhering to their respective governance processes

17.1.7 each party will exercise it’s respective statutory powers having regard to the intentions of the parties in entering this agreement.

18.0 Programme key dates

18.1 Include the following section only where the HOA is subject to specific deliverables by the parties: The following is the time schedule for deliverables. It outlines the major/milestone deliverables but is not to be deemed all-inclusive. Further deliverables with delivery dates and times may be agreed between the parties.



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Deliverable Delivery date

19.0 Delegations

19.1 The Chief Executive Officer of the NZTA has assigned responsibility, subject to the NZTA’s standing delegations of authority, for the development and delivery of [objective of HOA] to General Manager Capital Projects with traditional technical development and delivery being undertaken by the [XYZ] Regional Office.

19.2 The Chief Executive Officer of the NZTA has delegated the case management of the relationship between the parties to [XYZ].

19.3 The [XYZ] delegates to its Chief Executive Officer authority to sign project plan documentation and authorisation of the necessary works for the options report, business case and feasibility report.

19.4 The following persons are authorised to make decisions on behalf of their organisations





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20.0 Signing


Geoff Dangerfield

Chief Executive

in the presence of:

[name]

[job title]

in the presence of:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

Name:

Occupation:

Address:

Name:

Occupation:

Address:




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21.0 Changes

21.1 The following register shall record all changes made to the HOA:



The following register shall record all Special Agreement(s) entered into by the parties:




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4.8 Appendix D – Relationship prioritisation questions

To prioritise potential relationship with TLAs and other transportation partners, the NZTA developed a scoring system that weighs the relationship against a series of questions. As an output of this scoring system the NZTA is now able to priorities relationships in a structured manner. The series of questions are as follows.

Strategic level of the relationship

• Are there immediate strategic benefits for the NZTA that assist in delivering the NZTS, New Zealand State Highway Plan and/or statement of intent?

• Are the benefits to numerous areas of the NZTA’s business at the regional level and what is the opportunity?

• Are the benefits project specific and if so what is the opportunity?

Significant opportunities for value

Does the relationship provide the opportunity to:

• increase performance through new technology?

• improved levels of service?

• benefit long-term planning?

• benefit research and development?

• improve design optimisation?

• deliver greater lobbying force?

• assist knowledge transference?

• develop greater skill levels?

• increase personal growth?

Compatibility

• Are there high-level political drivers committed to ensuring that this relationship works?

• Is there a desire, eagerness to work together at an operational level?

• Has a compatibility study been done outline goals objectives and working together? Do the parties have compatible goals and objectives?

• How does the other party(s) view the NZTA’s standards?

• What is the parties’ current contracting structure?

• Are the aspirations of the parties aligned?

• Are the parties’ suppliers compatible with the NZTA’s?

• Are there any potential opportunities to work together over the next 10 years?

• What do the local councillors think? Are they committed to seeing this relationship work? (Applicable to TLA’s relationships only.).

• Is there a councillor(s) prepared to be the relationship champion? (Applicable to TLA’s relationships only.)

• Have there been any customer surveys undertaken to determine ratepayers’ perception and what were the outcomes? Where any consistent or developing trends identified? (Applicable to TLA’s relationships only.)

Time and resources

• What staff resources are available to assist with managing the relationship from both sides?

• Are there any political or financial constraints that could hinder financial allocation?

• What resources will we be required from the NZTA and other parties?



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4.9 Appendix E – List of existing MOU, MPFA and HOA



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Memorandum of understanding

Unique identifier

Party that the MOU is with NZTA’s representative

Structured meetings and frequency

Update on progress in the last 12 months

History Comments Other parties’ representative

Contact details

1 Auckland International Airport Limited

Tommy Parker NO NO Land Transport Issues around Auckland International Airport

N/A

2 Auckland City Council and Manukau City Council

Tommy Parker NO NO Established in respect of the Eastern Corridor project

N/A

3 Christchurch City Council Colin Knaggs NO NO Land Transport issues in Christchurch City and Surrounding Areas

4 Department of Conservation Carl Reller YES NO MOU signed in 2005, since that time there have been a suite of meeting arranged at a number of levels.

All land administered by the Department of Conservation and the interface between that land and the State Highway Network

Dave Jane (04) 494 1460

Far North District Council Tommy Parker NO NO MOU to clarify the responsibilities for maintenance, incident response and control of activities on State Highways within the Far North

5 Greater Wellington Regional Council/Wellington City Council

Rob Whight NO NO Ngauranga to Airport Corridor Study

6 Historic Places Trust Carl Reller YES NO To develop an improved relationship

7 Housing Corporation NZ Malcolm Watson

YES NO Land Transport and Associated Property matters

8 Institute of Geological and Nuclear Sciences Limited

Mike Wong NO NO Of a closer working Relationship



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Contact details

9 Kaipara District Council Tommy Parker NO NO MOU to clarify the responsibilities for maintenance, incident response and control of activities on State Highways within the Kaipara District

10 Manukau City Council Tommy Parker NO NO Since in March 2001 MOU established to assist in the Waiouru Peninsula to SH1 arterial connection

11 Marlborough District Council Mark Owen YES The HOA that established Marlborough Roads effectively over wrote this MOU

To enable a roading partnership Mark Wheeler (03) 578 5249

12 Matamata-Piako District Council/Hauraki District Council/Thames-Coromandel District Council

Trevor Fearnley NO NO MOU was established to help deliver road maintenance collaboration. Following Transit GMT direction we have removed our selves form this relationship effectively closing this relationship

To enable investigation of a potential roading partnership

13 Minnesota Department of Transport

Chief Executives

YES NO MOU in respect of international knowledge transfer

14 Napier City Council Gordon Hart NO NO Continue to develop a number of relationship based agreements

Developing Closer Working Relationships

Neil Taylor

15 New Plymouth District Council/South Taranaki District Council/Stratford District Council

David McGongial

NO CLOSED MOU was established to help deliver road maintenance collaboration. Following Transit GMT direction we have removed our selves form this relationship effectively closing this relationship

Encouraging closer working relationships on Land Transport Issues

Tony Wilson Barry Jagersma John Sutton

(06) 759 6060 (06) 765 6099 (06) 278 0555



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Contact details

16 New Zealand Contractors Federation

Richard Quinn YES Now meeting every 2nd month as part of the wider industry liaison meeting

Developing and maintaining a positive and progressive relationship between the parties

Jeremy Sole

17 New Zealand Roadmarkers Federation

Richard Quinn NO NO Of developing and maintaining a positive and progressive relationship between the parties

18 New Zealand Automobile Association

Dave Bates YES NO To develop an improved relationship

19 ONTRACK Malcolm Watson

NO NO MOU signed in 08/07 Documenting the Relationship William Peet (04) 495 3002

20 Queenstown District Council/Central Otago District Council

Nicolas Johnson

NO CLOSED MOU was established to help deliver road maintenance collaboration. Following Transit GMT direction we have removed our selves form this relationship effectively closing this relationship


Mark Kunarth Murray Washington

(03) 441 0499 (03) 448 6979

21 Roading New Zealand Richard Quinn YES Now meeting every 2nd month as part of the wider industry liaison meeting

Developing and maintaining a positive and progressive relationship between the parties

Chris Olsen (04) 471 1184

22 Ruapehu District Council David McGongial

NO NO Developing a closer working relationship

Chris Ryan and/or Peter Till

(07) 895 8188

23 Secretary for Transport/Land Transport NZ

Neil Walker NO NO Development of a Toll Management System for State Highway Toll projects



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Contact details

24 Tasman District Council Mark Owen NO CLOSED MOU was established to help deliver road maintenance collaboration. Following Transit GMT direction we have removed our selves form this relationship effectively closing this relationship


Peter Thomsen and/or Roger Ashworth

(03) 543 8437

25 Thames Coromandel, Hauraki and Matamata Piako District Councils

Trevor Fearnley NO CLOSED MOU was established to help deliver road maintenance collaboration. Following Transit GMT direction we have removed our selves form this relationship effectively closing this relationship


George Ridley and/or Neville Boag Ken Thompson and/or Gene Thomsen John Whittle and/or Alex Finn

(07) 884 0060

(07) 862 8609 (07) 868 6025

26 Taupo District Council Kaye Clarke MOU and HOA with TDC to (jointly develop and build the ETA)

Mike Keys (07) 376 0899

27 Toll System Project Henry Pretorius NO CLOSED MOU in respect of the development of a Toll Management System for State Highway Toll Projects

28 Trust power Ian Cox NO NO

29 The Association of Consulting Engineers NZ (ACENZ)

Colin Mackay YES Now meeting every 2nd month as part of the wider industry liaison meeting

Formalised meetings started 12/10/05. Since then the parties have meet regularly and worked collaboratively on a number of issues

Developing an Improved Relationship

Kieran Shaw Keryn Kliskey



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Contact details

30 New Zealand Police Dave Bates YES YES To develop an improved relationship

31 Transpower Ian Cox YES YES MOU signed 08/07 To develop an improved relationship Paul Bagg (04) 495 7000

32 Vector Energy Ian Cox NO NO Licence Agreement signed. And parties worked to collaboratively resolve a cost sharing issue for ICB

To develop an improved relationship Norman Tubb (09) 978 7690

33 Waitakere City Council Tommy Parker NO NO Develop an improved relationship

34 Wanganui District Council David McGongial

YES Ross McCoy holds regular liaison meetings

Encouraging closer working relationships

Ian McGowan (06) 349 0001

35 Whangarei District Council Tommy Parker NO NO MOU to clarify the responsibilities for maintenance, incident response and control of activities on State Highways within the Whangarei District



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Multi-party funding agreement

Unique identifier

Party that the MPFA is with

NZTA’s representative




Contact details

1 Hamilton City Council and Waikato District Council

Kaye Clark NO NO In respect of the Te Rapa Bypass Chris Allen

2 Tauranga City Council, Western Bay of Plenty District Council and Grasshopper Farms Limited

Rod James NO NO Agreement in respect of the Design, Consenting, Funding and Construction of the Pyes Pa Bypass

TCC - Chief Executive WBoPDC - Glenn Snelgrove Grasshopper Farms - Graeme Lee and Kevin Honeybone

3 Tasman District Council David Arrowsmith

NO NO In respect of McGlashen Avenue Intersection Project

Chief Executive Office - Paul Wylie

4 Greater Wellington Regional Council/Wellington City Council

Wellington RM NO NO In respect of Ngauranga to Airport Corridor Study

Chief Executive Officer - Jane Bradbury Chief Executive Officer - Garry Poole

5 Kapiti Coast District Council Wellington RM NO NO In respect of the Kapiti Western Link Road

N/A



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Unique identifier

Party that the MPFA is with

NZTA’s representative




Contact details

6 Greater Wellington Regional Council, South Wairarapa District Council and Carterton District Council

David Arrowsmith

NO NO In respect of Waiohine River Bridge Replacement

gwrc - Divisional Manager Colin Wright SWDC CEO - Cardiff Page CDC CEO - Kieran Shaw

7 Western Bay of Plenty District Council

Rod James NO NO In respect of Pyes Pa Mangorewa Hairpin Realignment

WBoPDC - Glenn Snelgrove

8 Nelson City Council and Tasman District Council

Wellington RM NO NO In respect of North Nelson to Brightwater Corridor strategy

NCC - CEO Viesturs Altments TDC - CEO Bob Dickinson

9 New Plymouth Distrcit Council

David McGongial

NO NO In respect of a Transportation Strategy Study for State Highways and local raods in New Plymouth

Max Aves

10 Taupo District Council Kaye Clark NO NO In respect of Designa dn Resource consenting for the East Taupo Arterial

Ted Anderson

11 Wellington Regioanl Council operating as greater Wellington Regional Council

Wellington RM NO NO In respect of Western Corridor Study Dr Dave Watson Divisional Manager



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Heads of agreement

Unique identifier

Party that the HOA is with NZTA’s representative




Contact details

1 Taupo District Council Kaye Clark NO NO In respect of Design and Resource consenting of the East Taupo Arterial

Ted Anderson

2 Parties to the Busway Tommy Parker NO NO Variation to the HOA for the Northern Busway project

N/A

Relationship proforma manual (SM033)€¦ · NZ Transport Agency’s Relationship proforma manual...

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