NSC - Grounds Maintenance Contract

Summary

A request was made for the NSC Grounds Maintenance Contract details, including costs and the awarded company. The Department of Education, Sport and Culture disclosed the contract agreement identifying Douglas Borough Council as the contractor, though some information was withheld under exemptions.

Key Facts

• The contract is between the Department of Education, Sport and Culture and Douglas Borough Council.
• The agreement covers grounds maintenance services for the NSC and The Bowl.
• The contract duration is from April 2018 to March 2020.
• The response outcome was 'Some information sent but part exempt'.
• The Freedom of Information Act 2015 is cited as the governing legislation.

Data Disclosed

• 2018-04-09
• 2018-05-09
• April 2018
• March 2020
• 2%
• 50%
• 42 pages
• 2 documents
• IM1 5EZ

Exemptions Cited

• Commercially Sensitive Information
• Confidential Information

Original Request

Dear Sirs I wish to request the publishing of the current Grounds Maintenance Contract for the NSC, inclusive of the costs of provision of maintenance, and to which company this contract has been awarded, where possible.

Data Tables (1)

Data Tables (reformatted)

Full Response Text

1 04/05/2018 AGREEMENT FOR GROUNDS MAINTENANCE SERVICES FOR THE NSC AND THE BOWL APRIL 2018 – MARCH 2020 PARTIES (1) The DEPARTMENT OF EDUCATION SPORT & CULTURE (a Department of the Isle of Man Government) of Hamilton House Peel Road Douglas IM1 5EZ (the "Department"); and (2) DOUGLAS BOROUGH COUNCIL (the "Contractor"). RECITALS (A) The Department wishes to implement arrangements with the Contractor for them to provide grounds maintenance services (more particularly defined below as the "Services"). (B) The Contractor is a provider of Services. (C) The Department and the Contractor wish to enter into this Agreement to lay down the basis upon which the Contractor will provide the Services. 1. DEFINITIONS AND INTERPRETATION 1.1. Definitions The following expressions shall have the meanings set opposite them below and cognate expressions shall bear corresponding meanings: "Agreement" means this agreement and all schedules and appendices hereto; "Applicable Rate" means the base rate of interest quoted publicly from time to time by the Isle of Man Bank plus two percent (2%) which for all purposes under this Agreement shall be evidenced by a certificate signed by a manager of such bank whose appointment or designation it shall not be necessary to prove; "Charges" means the charges as set out in Schedule 3 to this Agreement; "Commercially Sensitive Information" has the same meaning as is defined or described in the FOIA; 2 04/05/2018 "Confidential Information" means the Contract Documents (except for this Agreement), all financial, commercial, technical, operational, organisational, staff, legal, management and other information, data and know-how relating, respectively, to the disclosing Party including details of the disclosing Party's products, assets, networks and data-networks, stakeholders, customers, suppliers and employees which may be supplied orally or in writing or in any other form by the disclosing Party and is subject to the provisions of Clause 14 (TRANSPARENCY) and Clause 15 (FREEDOM OF INFORMATION);
"Contract Documents" means this Agreement, and any other documents that may be agreed between the Parties from time to time; "Contractor Affiliate" means: (i) the Contractor and any entity which, from time to time, is the Contractor's ultimate holding company or a subsidiary of such ultimate holding company; and/or (ii) any entity over which, from time to time, any of the entities defined in sub-paragraph (i) of this definition either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented by law from owning a greater shareholding; "Contractor Material" means any data, content, software or other materials (but excluding any Third Party Material) which is created by or on behalf of the Contractor not for the purposes of fulfilling its obligations under this Agreement; "Control" means the power (directly or indirectly) whether by holding of securities, voting control, contract or otherwise, to appoint or remove a majority of the directors of a company and includes the power to appoint or remove a majority of the directors of a company if exercisable through any number of intermediate bodies corporate prior to its possible exercise over the company in question; "Department Material" means any data, content, software or other materials which are created by or on behalf of the Contractor specifically to fulfil the Contractor's obligations under this Agreement; 3 04/05/2018 "Department Retained Responsibilities" means the functions and responsibilities (if any) to be retained and provided by the Department which are described in the Specification; "FOIA" means the Freedom of Information Act 2015; "Information" has the same meaning as is defined or described in the FOIA; "Intellectual Property Rights" means any rights subsisting in any patent, petty patent, trade mark, service mark, design right, registered or unregistered design including any applications for the foregoing, present and future copyrights, moral rights, databases, know-how and other trade secret rights, rights of confidence, trade or business names and other industrial or intellectual property rights subsisting anywhere in the world; "ITT" has the meaning given to it in Recital (C) above; "Location" means the location(s) set out at Part 2 of Schedule 1 to this Agreement; "Parties" means the Department and the Contractor and "Party" means either one of them as appropriate; "Requests for Information" means requests for Information received by the Department pursuant to the FOIA; "Service Levels" means the service levels set out at Part 3 of Schedule 1 to this Agreement in the Specification; "Services" means the services, supply of goods, functions and responsibilities to be provided by the Contractor as set out in the Specification; "Specification" means the Specification contained within Schedule 3 to this Agreement; 4 04/05/2018 "Standard Rate" means the Contractor's standard rate(s) set out in the Pricing Schedule; has the meaning given to it in Clause 2 (COMMENCEMENT AND DURATION); "Third Party Material" means any data, content, software or other materials in respect of which the Contractor does not own all the worldwide Intellectual Property Rights; “Works”

means the works to be provided by the Contractor as set out in Part 2 of Schedule 2 to this Agreement "Working Days" has the same meaning as is defined or described in the FOIA. 1.2. Interpretation This Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning: (a) The clause headings in this Agreement are for reference purposes only and shall not be used in the interpretation thereof. (b) Expressions which denote any reference to one gender shall include the other and any reference to the singular includes the plural and vice versa. (c) References to a "person" shall be construed as including references to an individual, firm, company, corporation, partnership, association, unincorporated body of persons, trust, a state or any governmental authority or any other entity whether acting in an individual, financing or other capacity and to such person's permitted successors. (d) References to a "business day" shall mean any day which is not a Saturday or a Sunday or any public holiday or bank holiday recognised in the Isle of Man. (e) References to clause(s), schedule(s) or appendix/appendices shall refer to clauses, schedules or the appendices of and to this Agreement. (f) All references to this Agreement shall include references to all schedules and appendices to this Agreement which schedules and appendices shall form an integral part of this Agreement. (g) An expression defined in this Agreement shall bear the same meaning in the appendices. 5 04/05/2018 2. COMMENCEMENT AND DURATION 2.1 Subject to Clause 22 (TERMINATION), this Agreement shall be effective from and including the 1st day of April 2018 and shall continue until and including the 31st day of March 2020 (the "Term"). 2.2 The Department shall have the option, at its sole discretion, to extend the Term by up to an additional twelve (12) months, provided that the Department shall notify the Contractor in writing of its decision to exercise the said option, informing the Contractor of the period of the extension at least three (3) months prior to the expiry of the original period referred to in sub-Clause 2.1.

1. SERVICES 3.1. Throughout the Term, the Contractor shall provide the Services in accordance with the terms of this Agreement PROVIDED THAT this Agreement is not intended to be exclusive. 3.2. The Contractor shall not, and shall procure that no Contractor Affiliate shall, enter or attempt or purport to enter any arrangement or provide services capable of being ordered under this Agreement to the Department or any Department or Statutory Board of the Isle of Man Government.
2. TIMETABLE Each of the Parties shall use its reasonable endeavours to ensure that the Services are delivered in accordance with the Timetable.
3. SERVICE LEVELS The Contractor shall provide the Services in accordance with the Service Levels and all other appropriate qualitative and quantitative service levels of performance as defined in the Contract Documents.
4. DEPARTMENT'S OBLIGATIONS 6.1. In consideration for the provision by the Contractor of the Services, the Department shall: (a) pay the Contractor the Charges in accordance with the terms of this Agreement; and (b) be solely responsible for and shall provide (or procure the provision of) all the Department Retained Responsibilities.
5. PARTY REPRESENTATIVES 7.1. Throughout the Term, the Parties shall each nominate and maintain a representative, as the single point of contact between the Parties, to regulate and control the implementation and performance of the Services under this 6 04/05/2018 Agreement. Such a representative may be changed by the Party appointing him or her by giving written notice to the other Party. The representatives shall meet as regularly as may be agreed between the Parties. 7.2. Throughout the Term the Parties shall attend such meetings at such frequency and location as the Department shall reasonably require.
6. VARIATION
   The terms of this Agreement may only be varied by agreement in writing between and signed by the Parties.
7. CHARGES
   9.1. The Contractor agrees to charge the Department the Charges for the provision of the Services. 9.2. The Charges are exclusive of any VAT or other taxes or duties levied on such sums and subject to receipt of a valid VAT invoice the Department undertakes to pay and indemnify the Contractor in respect of any such VAT or other tax or duty properly chargeable to the Department by the Contractor. 9.3. The Contractor shall ensure that if at any time during the Term of this Agreement the Contractor or any Contractor Affiliate offers to any other customer or prospective customer anywhere in the world (in relation to the supply of services which are the same as or similar to Services that have been or could be ordered under this Agreement) any price, discount, warranties, benefits and/or other terms which (assessed on a like for like comparison, including the nature and volume of the services supplied to the other customer and any agreed service levels) are more favourable to such other customer or prospective customer than the price, discount, warranties, benefits or other terms set out in, or otherwise made available to the Department in connection with this Agreement (or any part of this Agreement, including any constituent element of the rates or the Charges), the Contractor shall promptly notify the Department of the more favourable terms and shall offer to amend the terms of this Agreement so that the Department may also receive Services on the more favourable terms. If the Department accepts such offer to amend the terms, the terms of this Agreement shall be amended accordingly with effect from the date when the Department accepts such offer or, if earlier, the date when the Contractor or any Contractor Affiliate contracts with any other customer on such more favourable terms.
8. PAYMENT 10.1. Following each Payment Milestone, the Contractor will issue invoices to the Department and the Department will pay the sums due in accordance with the provisions of this Agreement. 7 04/05/2018 10.2. All invoices shall be issued by the Contractor to the Department within sixty (60) days of a Payment Milestone or such other date(s) agreed between the Parties for the issuing of an invoice. 10.3. All invoices properly due shall be payable within thirty (30) days of receipt. 10.4. Where an invoice relates to the delivery of documentation, the Department shall be entitled to withhold payment of the same pending the delivery and acceptance of that documentation, acceptance of that documentation shall be deemed to have occurred unless the Department, acting reasonably, shall have notified the Contractor in writing within ten (10) days of delivery that the Department rejects such documentation. 10.5. The Contractor may claim interest on any amount overdue at the Applicable Rate from due date until date of payment, both days inclusive, which interest shall be equal to the Applicable Rate and calculated on a daily basis. 10.6. Notwithstanding the terms of this Clause 10 (PAYMENT), the Department shall not be penalised in any way (or be deemed to be in breach of any provisions of this Agreement) in respect of a delay by the Department in fulfilling a payment obligation under this Agreement where the Department has reasonable grounds for disputing the accuracy or validity of any Charges, and provided that it shall have paid any undisputed part of any Contractor invoice. Any dispute which cannot be resolved satisfactorily between the Parties shall be resolve in accordance with Clause 26 (DISPUTE RESOLUTION). 10.7. Notwithstanding the terms of this Clause 10 (PAYMENT), whenever any sum of money shall be due and payable by the Contractor to the Department, such sum may at the Department's discretion be deducted from or applied to reduce the amount of any sum then due, or which at any time afterwards may become due, to the Contractor from the Department under this Agreement. 10.8. With regard to sub-Clause 10.2 above time shall not be of the essence.
9. TRADEMARKS AND TRADE NAMES 11.1. The Contractor may not, without the prior written consent of the Department, use the names, service marks, trademarks, logos or other corporate identifications of any Isle of Man Government department, statutory board or other Isle of Man Government body. 11.2. The Department may not, without the prior written consent of the Contractor, use the names, service marks, trademarks, logos or other corporate identifications of the Contractor.
10. COMPLIANCE The Parties shall, in the performance of their obligations under the Contract Documents, comply with all applicable statutes, regulations and orders and, in particular, shall comply 8 04/05/2018 with the requirements of the UK Official Secrets Acts as they are extended and applied to the Isle of Man by Order in Council, the FOIA and the Data Protection Act 2002 and all regulations and orders made thereunder and the Isle of Man Government policies on confidentiality and security and shall obtain and maintain in force all applicable notifications and licences under such legislation.
11. CONFIDENTIALITY AND NON-DISCLOSURE 13.1. For the purpose of this Clause 13 (CONFIDENTIALITY AND NON-DISCLOSURE) "receiving party" shall mean each of the Parties receiving the other's Confid

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