Transport for LondonPPP Contracts
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SCHEDULE 5.18 - Form of Deed of Participation | ||||||||||||
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THIS DEED OF PARTICIPATION is made on , 2001 BETWEEN (1) LONDON REGIONAL TRANSPORT a body corporate established by statute, of 55 Broadway, London SW1H 0BD ( the Principal Employer ) and (2) LRT PENSION FUND TRUSTEE COMPANY LIMITED ( registered number 2338675 ) whose registered office is at 55 Broadway, London SW1H 0BD ( the Trustees ) and (3) [SUCCESSOR INFRACO] ( registered number [_____] ) whose registered office is at [_____ _____ _____] ( the Contractor ). WHEREAS (A) By an Interim Trust Deed dated 26th November, 1986 between the Principal Employer and Barry Gordon Dale, Phillip Dennis Marsden and Ian Eric King, the LRT Pension Fund ( the Pension Fund ) was established to provide retirement pensions and other benefits. (B) The Pension Fund is currently governed by the Trust Deed and Rules scheduled to a Deed of Variation dated 23rd March, 2000, as amended by the deed numbered 2 in the Schedule to this Deed ( respectively the Definitive Trust Deed and the Rules ). (C) The Trustees are the present sole trustee of the Pension Fund. (D) Following organisational changes connected with the transition from London Regional Transport to Transport for London, the Public Private Partnership for the London Underground, and certain Private Finance Initiatives, the Pension Fund has been converted, pursuant to regulations made under the Greater London Authority Act 1999 ( the GLA Act ), into a centralised scheme for non-associated employers, with both public and private sector participants. This required certain amendments to the Definitive Trust Deed and the Rules and that all participants enter new deeds of participation. The new structure came into effect on 1st May, 2001. (E) By Rule 2B(a) the Principal Employer may, subject to the consent of the Trustees, admit to participation in the Pension Fund any Associated Company or Non-associated Company ( as defined in the Rules ) on the terms set out in that rule. (F) By a Deed of Participation made on 1st April, 2000 between the parties to this Deed ( the Interim Deed ), the Contractor was admitted to participation in the Pension Fund as an Associated Company on a temporary basis on the terms set out in the Interim Deed, with effect from 1st April, 2000 ( the Start Date ). (G) The parties to the Interim Deed envisaged that in due course alternative arrangements for the participation of the Contractor in the Pension Fund would be made, and this Deed contains those alternative arrangements. (H) It has been agreed that ( subject to the approval of the Commissioners of Inland Revenue and provided it remains eligible under the Definitive Trust Deed as so amended ) the Contractor shall take part in the Pension Fund on the terms of this Deed from the date of this Deed to the End Date ( as defined in Clause 4(c) below ) ( both dates inclusive ) and that the benefits of the Pension Fund: (ii) shall continue after the date of the "relevant transaction" for all employees of the Contractor who become "protected persons" as a result of the "relevant transaction" ( each of which terms shall have the meaning given to it in paragraph 3 of Schedule 32 to the GLA Act ); and ( iii ) shall be provided for all other employees of the Contractor from time to time who become eligible to be Contributing Members of the Pension Fund by virtue of Clause 4 of this Deed. NOW THIS DEED WITNESSES | ||||||||||||
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1. (b) References to "employees" in this Deed include directors of the Contractor who are employed under a service contract with the Contractor. | ||||||||||||
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2. So long as it remains eligible to participate in the Pension Fund, the Contractor covenants to observe and be bound by the provisions of the Definitive Trust Deed and the Rules as amended from time to time and applicable to it and to its employees who are or become Members subject to the variations in this Deed from the date of this Deed to the End Date ( both dates inclusive ). In particular, the Contractor covenants : (i) all contributions deducted from the wages or salaries of its employees who are or become Members; and (ii) all Employer's Contributions in respect of those employees within five working days of: (i) the end of the period in respect of which the relevant payment of the Member's wages or salary was made, or (ii) the date on which the relevant payment of the Member's wages or salary was made (c) to provide the Trustees promptly in respect of each payroll run of the Contractor with all such information and data as the Trustees may reasonably require for the administration of the Pension Fund, and to ensure that such information and data are accurate and up to date; (d) to co-operate with the Principal Employer and the Trustees in distributing communications relating to the Pension Fund to its employees who are, or are eligible to become, Members, and to allow the Principal Employer and the Trustees reasonable access to those employees for purposes connected with the Pension Fund. (e) to co-operate with the Principal Employer and the Trustees to enable them to fulfil their duties and, in particular, to provide information to, and communicate freely with, Members. | ||||||||||||
| 3. Subject to the consent of the Commissioners of Inland Revenue and to the position of the Pension Fund as one which is approved under Chapter 1 of Part XIV of the Income and Corporation Taxes Act 1988 not being prejudiced thereby, the Trustees and the Principal Employer hereby admit the Contractor to continue to participate in the Pension Fund from 1st May, 2001 to the End Date ( both dates inclusive ) subject to the terms and conditions set out in this deed and on the basis that the Contributory Membership of the Pensionable Employees with the Contractor is treated as continuous with their Contributory Membership with the Principal Employer or any subsidiary of the Principal Employer before the Start Date. | ||||||||||||
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4. It is hereby agreed and declared that ( notwithstanding anything in the Definitive Trust Deed and Rules to the contrary ): (b) subject to the following provisions of this Clause 4, the Contractor shall not be entitled to cease participating in the Pension Fund so long as any person who has a right to participate in the Pension Fund pursuant to the provisions of Schedule 32 to the GLA Act remains in its employment ( or, having formerly been in its employment, remains entitled or prospectively entitled to a pension under the Pension Fund ). However this Clause 4(b) shall not apply if: (i) no such employee remains in Contributory Membership of the Pension Fund, and (ii) any Section of the Pension Fund which may be created and in which the Contractor participates has transferred all its liabilities in respect of persons employed or formerly employed by the Contractor to the LRT Section. (c) subject to Clause 4(b), unless the Trustees and the Principal Employer agree otherwise, participation will end on the day before the earlier of: (i) the Termination Date ( as defined in Rule 2B(b) of the Rules ), if any of the circumstances set out in that Rule applies; and (ii) the date when the Contractor ceases to be a party to a PPP contract ( the Contract ). The date determined under this paragraph (c) is referred to in this Deed as the End Date. | ||||||||||||
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5. The Principal Employer and the Contractor acknowledge that the Pensions Act 1995 and regulations already made under it, or to be made under it in the future ( together the Pensions Legislation ) will impose requirements and discretions on employers under and in relation to the Pension Fund. (b) The Principal Employer shall promptly notify the Contractor of all decisions which it takes and discretions which it exercises pursuant to Clause 5(a), and the Contractor shall promptly notify the Principal Employer of all matters within its knowledge which require such a decision or exercise. (c) The Contractor hereby irrevocably agrees with the Principal Employer that, in relation to the Pension Fund, the Contractor will: (i) from time to time execute all such deeds, documents, agreements, consents or approvals for the purpose of complying with its obligations under paragraphs (a) or (b) above as may be considered necessary or desirable by the Principal Employer or the Trustees; and (ii) co-operate with the Principal Employer and the Trustees in providing all necessary information about, and access to, its employees who are, or are eligible to become, Members from time to time in relation to the Pension Fund and allow the Principal Employer and the Trustees to communicate freely with those employees in relation to the Pension Fund. (d) The Contractor hereby irrevocably appoints the Principal Employer as its attorney to execute ( in the name of the Contractor or otherwise ) from time to time any of the deeds, documents, agreements, consents or approvals specified in paragraph (c)(i) above which the Contractor fails to execute when required to do so by the Principal Employer. (e) Without prejudice to the generality of the foregoing, the Contractor hereby irrevocably: (i) nominates the Principal Employer as the "appropriate person" and the person to act for it for the purposes of section 21(9) of the Pensions Act 1995 ( as inserted by paragraph 1(1)(g) of Schedule 3 to the Occupational Pension Schemes ( Member-nominated Trustees and Directors ) Regulations 1996 ) in relation to the Pension Fund; (ii) agrees that the consultation required by section 35(5)(b) of the Pensions Act 1995 by the trustees of the Pension Fund with the employer in relation to the written statement of investment principles may be with the Principal Employer to the exclusion of the Contractor and nominates the Principal Employer as the representative of the Contractor for the purposes of section 35(5)(b) of the Pensions Act 1995 ( as amended by regulation 11 of the Occupational Pension Scheme ( Investment ) Regulations 1996 ) in relation to the Pension Fund; and ( iii ) nominates the Principal Employer as the representative of the Contractor for the purposes of paragraph (a) of section 58(4) of the Pensions Act 1995 ( as amended by paragraph 2 of Schedule 5 to the Occupational Pension Schemes ( Minimum Funding Requirement and Actuarial Valuation ) Regulations 1996 ) in relation to the Pension Fund. | ||||||||||||
| 6. The provisions of this Deed are in addition to, and do not derogate from, any of the obligations of the Contractor under the Contract. | ||||||||||||
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7. (b) The Contractor undertakes to observe and be bound by the constitution of the Employers' Group as in force from time to time. (c) The Principal Employer and the Contractor undertake to exercise all powers and discretions vested in them, respectively, as Principal Employer and as a Participating Employer in accordance with decisions validly taken of the Employers' Group, where such powers and discretions relate to matters governed by the constitution of the Employers' Group. | ||||||||||||
| 8. The provisions of this Deed replace the provisions of the Interim Deed on and from 1st May, 2001. | ||||||||||||
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9. (b) Any reference to an Act of Parliament or other legislation shall include any legislative modification or re-enactment thereof from time to time in force, and any subordinate legislation made thereunder. EXECUTED as a DEED by the above-named parties on the date first above written. | ||||||||||||
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SCHEDULE - Deeds of the LRT Pension Fund | ||||||||||||
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EXECUTED and DELIVERED as a ) DEED under THE COMMON SEAL of ) LONDON REGIONAL TRANSPORT ) in the presence of ) Authorised Signatory THE COMMON SEAL of ) LRT PENSION FUND TRUSTEE ) COMPANY LIMITED ) was hereunto affixed in the presence of ) Authorised Signatory EXECUTED as a DEED by ) [SUCCESSOR INFRACO] ) by means of these signatures: ) Director Director/Secretary |
