Meeting documents
Cabinet
Wednesday, 3rd May, 2006
(1) BATH & NORTH EAST SOMERSET COUNCIL
and
(2) BATH TOURISM PLUS LIMITED
TOURISM SERVICES CONTRACT
2006 - 2009
THIS CONTRACT is made the day of 2006
BETWEEN
(1) BATH AND NORTH EAST SOMERSET COUNCIL of Guildhall, Bath, BA1 5AW ("the Council"); and
(2) BATH TOURISM PLUS of Charter House, The Square, Lower Bristol Road, Bath BS2 3BH ("the Company")
1 RECITALS
A) The Council has powers to promote and improve the economic, social and environmental well-being of its area.
B) The Company has been incorporated as a local authority controlled company with the objective of increasing the competitiveness of the tourism economy of Bath & North East Somerset and to maximise the sustainable benefits of tourism for businesses and residents.
C) The Council has decided to contract out its existing tourism and conference services
D) The Council and the Company have agreed to enter into this Contract to contract for and regulate the provision of strategic advice, management and operational services by the Company to the Council in connection with the Council's tourism and conference services.
E) The Company shall ensure that it provides its services to the Council under this Contract in accordance with the Council's Vision and Values and addresses the Council's Strategic Objectives as provided to the Company from time to time.
F) The Company shall operate within the strategic policy framework developed by the Council and notified to the Company from time to time.
2 DEFINITIONS
2.1 The following terms shall have the following meanings:
`Additional Services' means any services which are to be performed by the Company as agreed pursuant to clause 3.4;
'Business Plan' means the annual business plan of the Company in respect of each financial year which shall be prepared by the Company and submitted to the Council in accordance with clause 4.5. The Business Plan should set out, inter alia, the Company's Mission & Objectives, its core programmes and delivery targets and a Strategic Operational Plan for the relevant year to a similar level of detail as contained in the initial Business Plan attached as Annex 4.
`Capital Finance Regulations' means the Local Authorities (Capital Finance) Regulations 1997 as amended;
'Client Officer' means Mel Clinton Acting Head of Economic Development at the Council or such other person as the Council shall nominate from time to time;
`Commencement Date' means 1st April 2006;
"Confidential Information" belonging to a party means all information (whether written, oral or in electronic form) concerning the business and affairs of that party that the other party obtains or receives as a result of the discussions leading up to or the entering into or the performance of this agreement;
"Contract Fees" means the payments to be made by the Council to the Company in accordance with this Contract in the amounts specified in Schedule 2;
"Council Data" all data, information, text, drawings, diagrams, images or sound embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to Company by the Council pursuant to this agreement which the Company is required to generate under this agreement;
`Code' the Code of Practice on Workforce Matters in Local Authority Service Contracts as currently contained in ODPM Circular 3/03, Annex D
`Employees' any persons who are wholly or mainly engaged in the provision of the services
`Employee Liabilities' costs, claims, demands, actions, awards, liabilities expenses and interest incurred or suffered arising in respect of any of the Employees
`Future Service Contractor' each and every service provider who shall provide any service equivalent to the Services or any part of the Services after the termination of this Contract
`LGPS' the Local Government Pension Scheme established pursuant to regulations made by the Secretary of State in exercise of powers under sections 7 and 12 of the Superannuation Act 1972 as amended from time to time
`New Employees' any new employees employed by the Company to provide the Services who will be working alongside the Employees
`Regulations' the Transfer of Undertakings (Protection of Employment) Regulations 1981, as amended
`Lease' means the rent free lease to occupy the Premises to be granted to the Company
"Lease Term" means a period of 36 months commencing on the Commencement Date;
`Fixtures and Fittings' means the fixtures and fittings belonging to the Council and which are currently situated at the Premises;
`Office Furniture' means all of the office furniture currently used by the Council in connection with its tourism and conference services and which are located at the Premises;
"Premises" means the basement, ground and first floor office, together with all storage space and the TIC premises all situated at Abbey Chambers, Bath BA1 1NT;
`Returning Employees' those Employees whose employment transfers for the Council or to a Future Service Contractor pursuant to the Regulations upon expiry or termination of this Contract for whatever reason
`Service Standards' means the standards of service required by the Council as set out in Schedule 1 Part 1;
`Services' the strategic advice, management and operational services to be provided by the Company in accordance with this Contract details of which are set out in Part 1 of Schedule 1;
`Term' means an initial term expiring on 31 March 2009 subject to clauses 3.4, 21 and 22
`TIC' means the Tourism Information Centre.
2.2 Except where the context requires otherwise the singular includes the plural and vice versa; reference to one gender includes all genders; words donating persons include firms and corporations and vice versa.
2.3 Headings are included in this Contract for ease of reference only and shall not affect interpretation or construction.
2.4 References to clauses and Schedules are, unless otherwise provided, references to clauses and Schedules of this Contract.
2.5 The words "include" or "including" shall be construed without limitation to the words following.
3 APPOINTMENT
3.1 The Council appoints the Company to provide strategic advice in connection with and to manage and operate the Council's tourism and conference services to the intent that the Company shall provide the Services to the Council as hereinafter provided.
3.2 In consideration of the payment of the Contract Fees by the Council the Company agrees to provide and supply the Services to the Council upon the terms and conditions of this Contract.
3.3 The Services shall commence on the Commencement Date and shall (unless otherwise extended pursuant to clause 3.4) continue until the expiry of the Term, subject to earlier termination as provided below.
3.4 The Contract may be renewed (with the consent of both parties) for a further period of 3 years commencing on the day immediately following the expiry of the Term provided that any such extension shall be subject to and governed by the Council's duty to achieve Best Value.
3.5 Without prejudice to clause 9, the Council reserves the right to vary on 3 months written notice to the Company the extent, character, nature and volume of the Services in line with the Business Plan for each financial year falling in whole or in part during the term of this Contract. Any changes to the Services shall be incorporated into an addendum to Part 1 of Schedule 1 (which, for the avoidance of doubt, shall stipulate any consequential change, if any, to the Contract Fee payable in respect of such Services) and signed on behalf of the Council and the Company and shall be performed in accordance with and subject to the terms and conditions of this Contract.
4 THE COMPANY'S OBLIGATIONS
4.1 The Company undertakes to perform the Services in accordance with the Service Standards.
4.2 The specific obligations placed on the Company are as set out in Part 1 of Schedule 1 to this Contract.
4.3 The Company shall be required to appoint independent auditors to audit the Company's accounts.