DATE:
PARTIES
(1)"The Client" is Dover District Council of White Cliffs Business Park, Dover Kent CY16 3PJ
(2)"The Contractor” is Cresting Limited, of 1 Regent Street, London, SW1Y 4NW, Co Registration Number 06227967
DEFINITIONS AND INTERPRETATION
In this agreement the following words and expressions shall unless the context otherwise requires have the following meanings:
“the Contract Term”means the period of 3 months from 1 November 2007 to 31 January 2008
“the Events”means the indicative programme of events entitled “Core Programme” which is set out in the attached Schedule 2
“the Fee”means the fee payable by the Client to the Contractor in accordance with clause 5.1 of this agreement
“the Services”means the services as set out in the attached Schedule 1
1CONSULTANCY SERVICES
1.1The Client engages the Contractor to provide services to the Client as set out in the attached Schedule (“the Services”).
1.2The Services will be provided by or as authorised by Mr. Paul Tipple (“the Nominated Person”).
1.3References to the Contractor shall include reference to the Nominated Person.
2DURATION
This Agreement shall commence on 1 November 2007 and shall remain in force for a period of three months unless it is terminated before then in accordance with clause 7 or extended in accordance with clause 8 of this Agreement
3CONTRACTOR OBLIGATIONS
3.1The Contractor shall provide the Services during the Contract Term
3.2The Contractor shall perform its obligations faithfully and diligently and in accordance with the reasonable directions of the Client and use reasonable endeavours to promote the interests of the Client and shall deliver the Services to a professional standard.
3.3The Contractor shall not at any time use the fact that it has provided the Service to the Client in any advertised or marketing material or in any way seek to associate itself with the Client without the Clients’ prior consent in writing.
4CLIENT OBLIGATIONS
The Client agrees:
4.1To act dutifully and in good faith
4.2To assist the Contractor in the performance of the Services by making available to the Contractor all relevant information.
4.3During the Contract Period not without the express consent of the Contractor to engage external consultancy services for the Services.
5FEE AND DISBURSEMENTS
5.1In consideration for the Services the Client shall pay the Contractor a Fee of £5000 per calendar month (exclusive of VAT) during the Contract Term.
5.2In addition to the Fee the Client shall pay to the Contractor the following
expenses when reasonably and properly incurred by the Contractor in the provision of the Services subject to the production to the Client of such evidence of actual payment of the expenses as the Client shall reasonably require:
5.2.1travel and subsistence costs incurred in attending meetings with the Client, potential sponsors of the Event (including Government Agencies) and subcontractors engaged by the Contractor in the provision of the Services;
5.2.2Design and production costs necessary for the production of the prospectus;
5.2.3Development of a Bleriot Centenary website; and
5.2.4Commissioning of commercial advice on the contractual arrangements with potential sponsors.
5.3Subject to clause 5.4 below the expenses claimable under clause 5.2 above shall be capped at a total of £2000 per month for the Contract Term and no expenses incurred by the Contractor above that level shall be recoverable from the Client.
5.4Expenses in excess of the cap identified in clause 5.3 above may be claimed by the Contractor only where the prior written consent of the Client to the expenditure has been obtained by the Contractor.
5.5Where the Contractor anticipates that expenses under Clause 5.2 are likely to exceed £1000 in any month it shall inform the Client of that fact and give details of the anticipated expenditure.
5.6The Contractor will invoice the Client on a monthly basis for the work carried out.
5.7The Client will make payment within 14 days of receipt of the invoice.
5.8Any sums paid to the Contractor under this clause 5 shall be deducted from any future sponsorship revenue raised by the Contractor and claimable by the Contractor as a proportion of sponsorship income for the Event
6INTELLECTUAL PROPERTY
6.1Ownership of the copyright in works created by the Contractor for the Client during the period of this agreement remains with the Client.
6.2The Contractor warrants that any work done by their representative for the Client will not infringe any intellectual property rights of third parties.
7TERMINATION
7.1Without limitation either party may by notice in writing immediately terminate this Agreement if the other party shall:
7.1.1be in breach of any of the terms of this Agreement which in the case of a breach capable of remedy is not remedied by the breaching party within 30 days of receipt by that party of a notice from the other party specifying the breach and requiring its remedy;
7.1.2be incompetent, guilty of serious misconduct or any serious or persistent negligence in respect of their obligations hereunder;
7.1.3fail or refuse after written warning to carry out the duties reasonably and properly required of them hereunder;
7.1.4do anything to bring the good name of the Client or Contractor into disrepute; or
7.1.5become bankrupt, insolvent or subject to an administration or receiving order or any court judgement or reasonably appear to be likely to be subject to any of the above
7.2The Client may by notice in writing immediately terminate this Agreement if the Nominated Person shall be unable to provide the Services
8CONTRACT EXTENSION
The Contract Term may be extended by agreement between the Parties
9WARRANTY
The Contractor warrants that they have full authority to enter into this Agreement and are not bound by any agreement which would prevent full delivery of the Services and that the Services will be delivered fully in compliance with the laws of England and Wales.
10CONFIDENTIAL INFORMATION
10.1The Contractor will not disclose without the Client’s prior written permission, during or after the Contract Term, any confidential information relating to the Client or the Events except upon order of a court of law or as otherwise required by law.
10.2Subject always to condition 10.1, the Client consents to the use by the Contractor of any general information regarding the Event gained during the Contract Term so far as is necessary for the effective performance by the Contractor of the Services.
11FREEDOM OF INFORMATION
11.1 The Contractor acknowledges that the Client is subject to the requirements of the FOIA and shall assist and cooperate with the Client (at the Contractor’s expense) to enable the Client to comply with these Information disclosure requirements.
11.2 The Client shall be responsible for determining at its absolute discretion whether any information:
(a)is exempt from disclosure in accordance with the provisions of the FOIA;
(b)is to be disclosed in response to a Request for Information, and
in no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by the Client.
11.3 The Contractor acknowledges that the Client may, acting in accordance with the Department for Constitutional Affairs’ Code of Practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000, be obliged under the FOIA to disclose Information:
(a)without consulting with the Contractor, or
(b)following consultation with the Contractor and having taken its views into account.
11.4 The Contractor shall ensure that all information produced in the course of this Agreement or relating to this Agreement is retained for disclosure and shall permit the Client to inspect such records as requested from time to time.
12DATA PROTECTION
12.1In respect of its obligations under this Agreement, the Contractor acknowledges that it may collect or share with the Client records and information (including names, addresses and contact details) relating to individuals (“Personal Data”)
12.2The Contractor as recipient of the Personal Data will be a Data Processor (as defined under the Data Protection Act 1998 (“DPA”)) acting on behalf of the provider of the Personal Data as the Data Controller (as defined under the DPA) in respect of the Personal Data.
12.3 The Contractor agrees, whenever it holds Personal Data obtained from the Client:
12.3.1To comply with the Data Protection Act 1998;
12.3.2That all Personal Data given to it by the Client is confidential and must be kept confidential both during this Agreement and after its termination;
12.3.3Only to use the Personal Data in accordance with any instructions given to it by the Client, and otherwise only as necessary properly to perform his / her obligations under the Agreement and in accordance with the DPA;
12.3.4to amend or delete the Personal Data on instruction from the Client or the relevant individual;
12.3.5not to use the Personal Data after termination of this Agreement (except with the Client’s express written agreement);
12.3.6not to pass the Personal Data to any third party without the prior written consent of the Client or the relevant individual;
12.3.7to inform the Client and provide full details of any direct contact made to it by any actual or prospective customer, client and/or beneficiary included in the Personal Data; and
12.3.8comply with any systems or procedures which the Client may introduce from time to time in respect of the processing of individual Data.
13OBLIGATIONS AFTER EXPIRY OR TERMINATION
The provisions of this Clause and clauses 6, 10, 11 and 12 shall survive the termination of this Agreement
14GENERAL
14.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by delivering or sending the same by recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice. Notice may also be served by Fax and such notice shall be deemed to be received on the date the first normal working date after transmission. Public holidays Saturdays and Sundays shall not be normal working days.
14.2 This Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
14.3Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
14.4This Agreement shall constitute the entire agreement between the Parties in respect of the provision of the Services and supersedes any prior written or oral agreement between them and the Parties confirm that they have not entered into this agreement on the basis of any representations that are not expressly incorporated into this agreement.
14.5The Contractor may not issue any press release concerning the existence or terms of this Agreement without the prior written consent of the Client.
14.6This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
Signed on behalf of the Contractor:………………………………………………
Dated:………………………………………………
Signed on behalf of theClient:………………………………………………
Dated:………………………………………………
SCHEDULE 1 - Services to be provided by the Contractor
The Contractor shall provide the following services:
1.The Contractor shall develop options for commemorating the centenary in July 2009 of Louis Bleriot’s flight across the English Channel in 1909.
2.The Contractor shall develop a business plan for the delivery of the Event. The role of the contractor will be to lead the development of the project and bring forward proposals which meet the Council’s objectives set out below:
The Council is seeking to develop a ‘core programme’ consisting of primarily ‘income generating activities’. The contractor will be required to coordinate the many different activities and be responsible for managing all contracting relationships with suppliers and commercial sponsors. The Council anticipates that this category of activity should result in a net profit taking full account of the costs of staging and supporting the range of activities envisaged. . This area of work is likely to cover as a minimum;
- the series of civic and public events proposed for the weekend of July 24th to 26th 2009 including the air display component (including the notion of a cross-channel air race); the themed activities linked to history, gastronomy, music and dance and entertainment; maritime and regatta activities, and the fireworks finale;
- the 2-day trade fair; and, full media coverage and promotional activities.
In addition the Council is keen to maximise the possible legacy benefits which can be derived from the anniversary. With regard to ‘Cost Centre Activities’ the contractor will be required to provide effective and efficient programme management that will include design specification, sponsorship and donation, project delivery and event organisation. It will be necessary to create a mechanism for funding the costs of that programme management activity recognising that sponsorship monies would normally only be available to draw on to meet administrative and agreed payment arrangements close to or at final completion. . This area of work is likely to cover as a minimum
- developing proposals to provide and permanently exhibit a full-scale model replica of the Blériot aeroplane in the Dover Museum;
- developing proposals to provide, fit out and maintain a new gallery in an extension to the Dover Museum;
- developing proposals to provide, erect and maintain a new statue on the seafront at Dover commemorating Blériot’s achievement;
- securing the support and funding for the educational bursaries;
- developing proposals to provide and maintain and improve access to the Blériot Memorial and the envisaged connection of the attractions of White Cliffs to the town centre; and,
- developing proposals for the re-enactment of Blériot’s original flight.
- The Contractor shall coordinate the many different activities and be responsible for managing all contracting relationships with suppliers and commercial sponsors.
4.The Contractor shall be required to provide effective and efficient programme management that will include as appropriate design specification, sponsorship and donation, project delivery and event organisation for all elements of the programme.
5.The Contractor shall locate and engage sponsors for the delivery of the Event.
- The Contractor will seek during this first phase of the project to confirm the viability of the project and make preparations for a public launch early in 2008.
- The Contractor will work with the Council to finalise agreements for the ongoing work involved in delivering the ‘core programme’ and achieving the legacy benefits.
SCHEDULE 2 - EVENT
Dover District Council is seeking to develop a programme of events in July 2009 to mark the centenary of Louis Blériot’s flight across the English Channel. To celebrate the centenary the Council wishes to host a prestigious international event that will commemorate not simply 100 years of manned flight but provide an opportunity to showcase Dover, its history and heritage and its involvement over the decades in transportation in the maritime, aviation and rail sectors. To that end, the Council is working with its contractor Cresting Limited to stage a 3 day international festival from 24-26 July 2009 involving inter alia:
(i)a 2-day international trade fair promoting business opportunity across Dover and East Kent in the aviation, maritime, automobile and related engineering sectors;
(ii)a 2-day series of civic and public events that would include a strong military presence reflecting Dover’s important historical association with the Armed Forces, and a set of strong Anglo-French (and also Anglo-Italian) themed activities that would link to history, gastronomy, music and dance;
(ii)a series of formal events that would mark the foundations for the legacy benefit in business growth, education and culture and showpiece additions to Dover’s Public Realm.
The core programme for a successful festival is seen as comprising:
a re-enactment of the Blériot flight;
a 2-day series of civic and public events;
the building and permanent display of a full-scale model replica of the Blériot XI aeroplane;
improved access to the existing Blériot Memorial site; and,
the staging of a 2-day international Trade Fair.
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