Cabinet 24th June 2013


Date of Meeting: 24th June 2013
Report of: Head of Public Protection and Enforcement
Subject/Title: Preferred Delivery Model for Leisure, Sport, Play and
Development Services
Portfolio Holder: Councillor Janet Clowes
1.0 Report Summary
e v well and for longer
1.1 This report and its appendices set out the benefits, implications and
proposed approach to the creation of a new delivery vehicle for the
council’s leisure facilities, sport, play and development services. It
summarises the work of specialist leisure consultants FMG, who were
appointed to look at the various different company models and then
evaluate and report back on a preferred model that would safeguard the
scope and quality of the existing service, whilst achieving the required
efficiency savings as set out in the Council’s three year plan.
1.2 The report seeks Members’ agreement to set up a charitable trust
(limited by way of guarantee), whereby the Council retains the freehold
of the current physical assets.
2.0 Recommendations
It is recommended that
2.1 Cabinet note the findings of the options appraisal and consultation
exercise that have concluded that the most appropriate delivery model is
that of a new charitable trust. (The full options appraisal report is
attached at appendix A for completeness);
2.2 Cabinet approve the formation of the Trust and the transfer of leisure
services into it with an effective operational target date of 1
April 2014,
with the trust being established by the end of the year (December 2013)
at the latest. (The implementation date of the 1
April 2014 assumes that
there will be no significant delays in relation to critical external
dependencies (i.e.- Charity Commission registration));
2.3 Cabinet give delegated authority be to the Head of Public Protection and
Enforcement (SRO for the project), the Borough Solicitor and the Section
151 Officer (or the officers that are devolved those powers) to
commence the detailed implementation of the Trust, in consultation with
Agenda Item 9
Page 113
the Portfolio Holder and Leader of the Council, (this will involve (but is
not limited to) an update on progress which will be presented to Cabinet
in October 2013), using the following actions and timetable:
Start formal consultation with staff and Trade unions- July 2013-
Development of a robust, detailed Business Plan, which includes an
asset investment plan (for the Trust), performance specification and
details of contract management- Oct 2013
Complete formation and registration with the Charities Commission-
Nov 2013
Advertise intention to award contract – Nov 2013
Recruitment and appointment of a board of trustees (see 2.4 below) -
Sept -2013
Recruitment and appointment of the Trust’s Senior Management
Board- Nov 2013
Complete condition surveys for all the buildings at cost of
approximately £20k- Nov 2013
Commission the Pension Actuary to confirm cost of any bond -
Approximately £5K - Aug 2013
Finalisation of staff transfer arrangements and related HR, insurance
considerations; and operating procedures.- Dec 2013
Shadow Trust becomes operational- Dec- 2013
Enter into lease(s) for all facilities with the Trust on terms and
conditions to be agreed by the delegated officers- Feb- March 2014
Novation of current joint use agreements and other service contracts
March 2014
Entering into pension admissions agreement and staff transfer
agreement plus formal transfer of staff and services - April 2014
2.4 Cabinet nominate two elected members to serve as the Council’s
representatives on the Trust Board, subject to approval by full Council in
July 2013.
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3.0 Reasons for Recommendations
3.1 There is a need to achieve best value for the services that the Council
directly commissions and provides, and to reduce net operating cost
wherever possible, whilst at the same time maintaining the best possible
service for its residents in line with the Council’s agreed three year plan.
3.2 The establishment of a charitable trust means that the Council’s leisure
facilities and related services will not be outsourced to the private sector.
A trust will also help to achieve the key objectives set out in 3.1 (above),
whilst also maximising opportunity for local partner engagement (eg
Town and Parish Councils) and promoting high quality service delivery,
(eg through enhanced or newly built Leisure facilities).
3.3 The detailed options appraisal (appendix A) has concluded that the
most viable option for future service delivery is a charitable trust and
this should be in the form of one newly created by the Council for this
purpose. The charitable trust will seek the advancement of health and
sport and recreation across the borough as their primary objective.
3.4 The principal benefits of this option over all the others considered is that
it allows the Council to focus its delivery of leisure services through an
independent company. This will enable significant VAT and NNDR
savings to be made and allow the company’s management and staff to
have a single focus free from the distractions of the Councils day-to-day
operational requirements, which should in turn lead to an improved and
enhanced service. At the same time, the Trust will have access to
financial and other resources to enhance service delivery which are not
available to the Council.
3.5 A four week consultation exercise has been undertaken with current
service users and the evaluation of the responses received shows that
62% were supportive of the Charitable Trust option. A number of
responses were also received from Schools and Parish Councils. (The
full consultation analysis is attached at appendix B)
3.6 The project has been through the Council’s Project Gateway process for
review and was given endorsement on 14th
May to proceed, subject to
Cabinet approval. The project is a major change project and therefore
will be included as part of the Council’s Highlight Report framework.
4.0 Wards Affected
4.1 All Wards are affected
5.0 Local Ward Members
5.1 All Local Ward Members
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6.0 Policy Implications
6.1 The project is in line with the Council’s three year plan and is
instrumental in the achievement of:
The Council’s agreed three year plan outcome 5 –People live well
and for longer- in particular that “local people have healthy
lifestyles and access to good cultural, leisure and recreational
The Council’s Business Plan identifies efficiency savings linked to
Leisure services (Priority 6. Redefining the Council’s role in core
place-based services- 6.1: Develop new delivery model for leisure
7.0 Financial Implications
7.1 The financial savings associated with the establishment of the Trust do
not currently include any potential savings arising from a revision of staff
terms and conditions, following the transfer of Council staff in this service
to the Trust. This will be explored in more detail and any potential
savings will be in addition to those that are mentioned later in this report.
7.2 The external consultant’s report commissioned to review the various
delivery vehicle options calculated that the trust model delivers the
highest amount of annual savings for the Council, with an existing trust
providing a greater level of savings than a new trust. This is mainly
because an established trust has lower management costs, easier
access to capital funds that can be invested to generate additional
income, greater economies of scale and new expertise that a new trust
could not offer in the short term. This was confirmed in the net present
cost modelling of each option over a 25 year period (see table below).
However as identified in section 10.2 of this report in non-financial terms,
the service and community benefits associated with a trust model
provide a clear driver for setting up a new trust that can become a strong
delivery vehicle across leisure and other, related services in the future.
7.3 No consideration has yet been made as to the length of the service
delivery agreement with the trust or the lengths of leases to the trust.
This will form part of the detailed Business Plan development process
7.4 There is further work required to review the figures provided in the
consultant’s report and to investigate further costs of implementation. In
particular, the additional staff pension costs, the impact on the Council’s
support services costs, and the nature and level of further savings that
could be delivered.
7.5 However, it is clear at this stage that the NNDR and VAT savings alone
present a strong business case for the move to trust status. The report
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indicates that a saving of 20% of net direct service costs could be saved
through NNDR and VAT benefits:
In-House £
Sector £
Trust £
New Trust £ New CIC £
Total 25 year
£94,940,205 £91,424,170 £77,234,553 £84,664,134 £105,451,700
Net Present
set-up costs)
£60,473,754 £58,516,256 £49,477,942 £54,180,446 £67,421,434
25 Year
compared to
base NPC
£0 £1,957,498 £10,995,812 £6,293,307 -£6,947,681
Figures provided by FMG
The recommendation is to establish a new charitable trust, as this will
provide a good level of saving and will deliver the greatest non-financial
benefits to the Council, particularly in relation to meeting the Council’s
strategic priorities and the integration of related services. All current sites
within the Council’s Leisure facilities will be included in the scope of the
new Trust.
7.6 The total cost of implementation of the preferred model is in the region of
£200k and funding is already in place for this. However, members should
be aware that examples from other authorities have indicated that this
could be as high £400k. The costs of implementation will be monitored
closely by the project manager.
Within the £200k, allowance has been made for external legal advice, a
dedicated Project Manager and extra capacity to support the assets
service. Delivering the project within this budget will depend on whether
any unexpected implementation costs are incurred and the capacity of
the other corporate enablers (HR, Finance, Procurement) to deliver. So,
if a shorter time frame is required than that recommended at 2.2 (above),
then the cost will be considerably more, and further work will be required
to establish a clear budget for the establishment of the charitable trust
before work on this could start.
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8.0 Legal Implications
8.1 Unless the Council is outsourcing the service delivery to a company that
is wholly controlled by Cheshire East Council it will be necessary to
undertake a procurement exercise.
Contracts for the provision of leisure services are “Part B” Services for
the purposes of the EU procurement rules. Part B Services contracts
should ordinarily be competed under EC Treaty principles where there is
a realistic prospect of cross-border interest for the award. If this arises
then a proportionate level of European wide advertisement and
competition should be carried out in order to open up the opportunity to
fair and transparent competition in the European provider market. The
form of advertisement need not be by Contract Notice in the OJEU
(although this is often used as an effective way of discharging this
8.2 As the value of the service contract exceeds £173,934, the contract is
also further subject to limited application of the Public Contracts
Regulations 2006 (as amended) and, in particular, in relation to nondiscriminatory
technical specifications; requirements to treat bidders
equally and in a non-discriminatory way; and also to act transparently.
The level of representation on the trust board cannot exceed 20%
otherwise the trust cannot be seen to be independent for charitable
purposes. In order to achieve the full tax benefits, a charitable trust
cannot be wholly controlled by the Council. This is pertinent because the
only exemption from the procurement requirements is in a situation
where the services are being transferred to a company that is a wholly
owned and controlled company (this is called the Teckal exemption).
External legal advice has confirmed that transferring the service to a
wholly owned company (the Teckal company) and then, subsequently,
transferring the company into the ownership of the leisure trust would not
provide a more viable route since, in disposing of the Teckal company,
the new ownership arrangements introducing private interests would
invalidate the Teckal status of that company and therefore it would not
be able to retain the arrangement to provide services back to the
Council. Indeed, the establishment of a Teckal body for the purposes of
an imminent onward sale could, in itself, be considered a single linked
transaction in breach of the procurement rules.
8.3 In the event that the Council, following due diligence, concludes that
there is not sufficient cross-border interest in the leisure service, it can
make a direct contract award to a trust. However, this is open to
challenge. If successfully challenged, the contract could be set aside as
ineffective and the staff and service will revert back to the Council. If a
procurement challenge is brought under the Public Contracts
Regulations 2006 for the award (or prospective award), then the
complainant would normally only have 30 days to bring proceedings
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from when they first knew, or ought to have known, the grounds of
starting proceedings arising. The courts have discretion to extend this to
3 months in exceptional circumstances. Therefore, market notification
(in terms of a press release or award notice in the OJEU) may be
sufficient to commence time running for this purpose. This may not be
attractive as it would mean drawing attention to the issue, but would
serve as a means of revealing possible industry objection. A challenge
on the basis of a judicial review of the Council’s decision, on the basis of
non-compliance with the EC Treaty principles, would have to commence
within 3 months from when the grounds for challenge first arose.
A complainant could raise a complaint with the European Commission
which would then investigate the issue with the UK government. If it is
unsatisfied with the justification in response, it could ultimately refer the
issue to the European Courts. Such actions would lie against the UK
government (rather than directly against the Council), which could
ultimately result in the member state being fined (though this is rare).
There is no time-limit for such a complaint being brought to the
Commission. Expert legal advice will be required in the event that the
award is challenged and this will be in addition to the external legal
resource already figured into the project cost.
8.4 The Council will also need to consider the risk of any funding to the Trust
being deemed unlawful state aid. State Aid may arise where the Council
provides aid to select undertakings (any entity which puts goods or
services on the given market), which has the potential to distort
competition and affect trade between member states of the European
Union. The outsourcing of Glasgow’s leisure and cultural services to a
leisure trust was, for example, formally challenged on state aid grounds;
the challenge was however turned down by the European Commission.
It will be important therefore to ensure that state aid is properly
considered as part of the decision making over the structure of the
detailed arrangements in this case.
The council has a duty to obtain best consideration under section 123 of
the Local Government Act 1972, if it grants any lease for more than 7
Governance and joint use arrangements
8.5 Where leisure facilities have shared use with schools, the Council has
inherited contracts in place currently with those schools, that set out the
terms of joint use of the facility and the responsibility for payments. The
majority of these contracts will run until 2015 at the earliest and any
transfer must be subject to the trust honouring those contracts. If legally
permissible, the contracts will be novated to the Trust. Other contracts,
for example catering and vending contracts, will also require novation,
and due diligence is required at each site to identify these service
contracts. Once the joint use contracts have come to an end, the trust
will be free to re- negotiate them with the individual schools. This could
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provide additional benefit to the trust as, at this point, the new contracts
ought to more closely reflect the true cost of the service provided.
8.6 If service delivery is transferred to a Trust, the Council will not maintain
controlling influence over decision making and it will not be able to
depend on transferring further services to the Trust, should it decide to
do so in the future, as this will need agreement by the Trust.
8.7 The Trust will have its own governance arrangements and approval
process for appointing people as Trustees. The only representation on
the Board the Council is permitted is an allocation for appointing people
as Trustees. of less than 20 percent of the Trustees. A balanced trust
board (including elected members and senior officers) would allow the
Council to retain a degree of strategic influence, to seek to, ensure
service delivery is aligned with the priorities of the Council.
8.8 A detailed outcome specification and performance management system
from the Council will ensure services and standards are focused on the
priorities of the Council and the needs of local residents, with any
management fee linked to the delivery of agreed outcomes.
8.9 Company Limited by Guarantee (CLG)
A charitable company limited by guarantee is a legal entity
incorporated under the Companies Act 1985. Unlike the most common
company structures, it does not issue shares but instead the members
of the company undertake to guarantee to contribute a sum of money
(normally a nominal value) in the event that the company is wound up,
The members of the company have limited liability to the level of their
guarantee. These companies are regulated by the Charity Commission
and are also subject to the requirements set out in the Companies
Acts. It is considered that this approach offers flexibility compared to
other NPDO models and they are able to change their rules to meet the
needs of the business.
The Directors of the Company are called the Trustees and it is they
that are responsible for compliance with the Companies Act and
Charities Act and this requires a higher level of skill and knowledge in
the company's administration.
This structure has the benefit of receiving NNDR relief and VAT
benefits as registered charities.
TUPE and Staff Considerations
8.10 Transferring the service delivery to an arm’s length company such as a
Trust will trigger a TUPE transfer of current Council staff who are
working in or for the leisure service immediately before the transfer.
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8.11 The Council will have to undertake the necessary due diligence to
identify which employees have the right to transfer to the Trust and to be
able to provide the necessary employee liability information in
accordance with the TUPE regulations. The Council and the Trust will
also have to comply with the Regulations’ consultation requirement,
which stipulates that consultation on any planned changes to terms and
conditions of employment (measures) needs to be conducted in good
time before the transfer. In “good time” is not defined in the regulations,
but a comparison is usually drawn with the timescale for redundancy
consultation which is 45 days.
8.12 It is possible that, as part of this project, a review of employment terms
and conditions will be undertaken to ensure the future success of the
new model in its particular market. (This will form part of the early
discussion between the Council regarding the new model and also part
of the consultation with the Trade Unions). Where this reveals a need for
different terms and conditions, these may apply to new employees from
day one.
Under the TUPE regulations the terms and conditions of existing
employees may not be changed in preparation for, or for reasons purely
connected to the transfer, nor can redundancies be made in
contemplation of the transfer without significant risk of challenge and
claims against both the council and the trust which would inherit those
risks from the point of transfer. In additions any changes made prior to
the transfer could be deemed invalid in any event.
Under the TUPE regulations post transfer, terms and conditions may be
changed and employees can be made redundant if there is an
economic, technical or organisational reason and if this entails changes
to the workforce.
NB: The Government is currently consulting on possible changes to the
TUPE regulations. These changes may be enacted by October 2013.
Legal services will advise on any impact which these changes may have
on this project as soon as there is clarity on the changes.
8.13 It is possible that the Trust will want to adopt a form of performance
related pay. This will require research into the differing models of PRP
in relation to the industry within which the model operates. Potential
costs of this will need to be factored in to any business case proposals to
ensure adequate funding post-transfer.
Ultimately, the decision on and implementation of performance related
pay will be a matter for the Trust - which may seek expert advice in
relation to the same.
8.14 Specialist pension/actuary advice will be required on transferred staff
pension issues and confirmation of the potential bond costs will need to
be established, which could be considerable in relation to the
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transferring staff. If the Trust chooses not to offer access to the LGPS
pension for any new starters it will also have to seek expert pension
advice in relation to what pension fund to offer new starters and the
required implementation and associated costs.
8.15 As part of the implementation plan, the Board of Trustees will be
appointed and this board will become responsible, as part of its early
activities, for forming and recruiting to the management structure of the
9.0 Risk Management
There are number of risks associated with the project. These are
captured in detail along with mitigating actions as a part of the Project
governance. Those set out below represent the pertinent risks that it is
felt necessary to bring to the attention of members at this stage of
decision making.
9.1 Early and continued engagement with trade unions and the existing
workforce even at this early stage will be key to successfully delivering
the outcomes of the review and also in transitioning to a new delivery
model successfully and with no discontinuity of service provision.
9.2 Early and continued engagement will also be required with the Cheshire
Pension fund in relation to the actuary reports required in relation to the
transferring employees, bond requirements and pension changes, and
the completion of a Pension Admission Agreement. The Cheshire
Pension Fund are already aware of the request and, once a decision is
made by Cabinet to proceed, they will be formally instructed to
commence the work.
9.3 The creation of the Trust well in advance of the anticipated transfer of
service date will ensure that the Trust is able to undertake all the
necessity preparatory steps prior to the transfer and to engage in the
necessary consultation both with the employees and the Council.
9.4 Considerable input from Legal and Assets Services will be needed to
ensure the Council’s ownership of the related physical assets is
protected, in order to secure the future use of the assets for leisure and
recreational purposes. Members of staff from the legal service form part
of the project team and allowance has been made within the
implementation costs for the required assets work to be carried out.
9.5 There will be a number of Procurement issues that will need to be
considered further as part of the in-depth review of the preferred delivery
model. These will include current regulations that address asset and
service transfer. Guidance suggests that there are different routes
depending upon whether the asset is to be transferred or a service is to
be transferred.
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9.6 The ongoing issues with maintenance and development of the Council’s
physical asset stock mean that major investment will be required in the
near future to deliver the planned new local Lifestyle Hubs. This level of
major asset work can be incorporated into any future delivery model, but
it is more complex if a private outsourcing model is selected, due to the
contractual nature of the relationship with a third party provider, and this
is compounded if the likely outcome of the asset strategy is unknown
when the contract is entered into. This will be further explored as part of
the review.
9.7 In order to achieve the fiscal benefits of a trust model, it is also likely that
the existing and any future leisure facilities will be leased to the
company, with appropriate safeguards around facility maintenance and
service delivery, so as to protect the Council’s interests.
9.8 Whilst a different delivery model could realise revenue budget savings in
relation to changes in VAT status, care will need to be taken in respect
of arrangements for future capital investment (i.e. to avoid incidence of
significant irrecoverable VAT on developments).
9.9 Currently the Shared Services Single Legal Entity is being established.
As part of this implementation process consideration will need to be
made as to whether it will be possible to oblige the Trust to continue
using the shared services arrangements on an interim basis. Dependant
upon this clarification savings from this element may take longer to
realise. It needs to be noted however that the final decision on the
provider of these services will be made by the Trust.
9.10 Similarly, the impact on the Council’s other support services associated
with this project will need to be managed effectively, as part of the
project. This will ensure the Trust retains the necessary expenditure and
staff resources to deliver the core business, whilst reducing the
likelihood of any residual overhead remaining with the Council.
10.0 Background and Options
10.1 The establishment of a trust to deliver leisure operations was considered
in the early life of CEC and was deemed by elected Members to be the
preferred delivery model at that time. This report has concluded that this
is still the most appropriate option.
10.2 Initial advice has indicated, in financial terms, that a transfer of leisure
facilities, either to a new trust or existing trust model, is likely to provide
the greatest potential for savings. In non-financial terms, the service and
community benefits associated with a trust model provide a clear driver
for setting up a new trust that can become a strong delivery vehicle
across leisure and other, related services in the future.
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Action Plan for implementation
10.3 In order to implement a delivery model, there is a large amount of
documentation to be prepared and legal requirements to be met. This
will require a specialist dedicated Project Manager with in-depth
knowledge of the area and a dedicated internal project team will be
needed. With this in place, the preferred model should be achieved in
time for the next financial year.
11.0 Consideration of Options
11.1 The purpose of the options report was to deliver an appraisal for
leisure services and to determine the future delivery models which also
include leisure, sports and play development services. The analysis
covered both the financial and non-financial implications of different
management vehicles and has covered a wide range of potential
options, including:
Continued in-house management;
Outsourced management – either through a private company or an
existing charitable company (Trust); and
Establishing a new company – either charitable or non-charitable,
covering the following options:
Unincorporated Charitable NPDO;
Industrial and Provident Society (IPS);
Company Limited by Guarantee (CLG);
Charitable Incorporated Organisation (CIO);
Limited liability partnership (LLP);
11.2 The report assessed the financial implications of the outsourcing options
being considered based on the following key income and expenditure
the current net direct costs of the services;
the impact of VAT and NNDR on the different models;
the impact arising from central support costs;
profit, contingency and overheads;
the impact on pension costs to the Council and operator;
set-up costs and timescales;
operational changes to increase revenue or reduce costs; and
implications of including other services within the commissioning
The potential to work more closely with partner organisations,
including Town and Parish Councils, in alternative delivery models.
11.3 The external consultant’s report commissioned to review the various
delivery vehicle options calculated that the trust model delivers the
highest amount of annual savings for the Council, with an existing trust
providing a greater level of savings than a new trust. This is mainly
because an established trust has lower management costs, easier
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access to capital funds that can be invested to generate additional
income, greater economies of scale and new expertise than a new trust
could not offer in the short term. This was confirmed in the net present
cost modelling of each option over a 25 year period.
11.4 However, the recommendation is to establish a new trust charitable trust,
as this will provide a good level of saving and will deliver the greatest
non-financial benefits to the Council, particularly in relation to meeting
the Council’s strategic priorities and integration of services. All current
sites within Leisure facilities will be included. Joining an established
trust would not give this option.
12.0 Financing the Vehicle
12.1 Whilst the Council will not be able to direct and control the Trust, it will
continue to invest significantly (to be determined as part of the Business
planning process) by way of payment for the management and the
delivery of the services. There will need to be a detailed service
specification that clearly outlines the required service levels and
outcomes for local people from this significant spending. It must be
noted that this specification will be flexible and renegotiated over time as
will the payment to the Trust, both of which will reflect the changing
outcomes required of the Trust by the Council
It is imperative that the Council maintains sufficient expert internal
resource to manage the contract, ensuring the client/contactor role is
maintained to ensure that:
the Trust is meeting the required outputs within the service
specification; and
future negotiations around adding or removing services (including
possible transfer to town and parish councils, schools or other local
service providers) are properly facilitated
12.2 The Trust will be responsible for all operational aspects of the services
and it will be up to its Board members to set fees and charges. The
Trust must be financially viable and will be a commercial enterprise
competing for business in what is a highly competitive market.
Therefore, it is unlikely that the prices will increase much above inflation
year on year, (but that cannot be guaranteed by the Council). But this, in
turn, would enable the Trust to potentially have a flexible pricing policy
that targets increased public participation in key areas.
12.3 As part of the detailed implementation of the Trust, further work is
needed on exactly how the funding schedule will be managed, including
performance penalties. The level of funding will need to be determined
on an annual basis, prior to the anniversary of the formation the Trust,
but this must take into account, in the early years of the Trust, the issue
of ongoing sustainably, until it has become fully established. It is
expected that, over a number of years, the subsidy required will become
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less. It is essential that the Council does not provide grant aid to the
Trust, as this could constitute state aid. Payment to the Trust must be
commensurate with reasonable market payment to a third party to
deliver management services.
12.4 There will need to be a considerable amount of work, prior to an agreed
financial position being discussed with trustees, to ensure that the
payment made to the Trust is in line with true actual spend on a site by
site basis.
12.5 Further consideration needs to be given to the ongoing routine
maintenance and capital repairs of the Leisure facilities, there may be
significant financial savings for both the Trust and the council by CEC
retaining the responsibility for these works- Further work is currently
been under taken to confirm this and will be reported back to Cabinet in
12.6 There will need to be a clearly defined scoping exercise around the
transition to new financial and monitoring systems for the Trust. This will
be a key issue in terms of the work currently undertaken by the Council’s
corporate core, which will be subject to the new Finance and HR single
legal entity arrangements.
13.0 Access to Information
Name: Christopher Allman
Designation: Project Advisor
Tel No: 01270 686689 begin_of_the_skype_highlighting 01270 686689 FREE  end_of_the_skype_highlighting
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