Greater London Authority Bill

Greater London Authority Bill - continued	House of Lords
PART IV, TRANSPORT - continued

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CHAPTER VII

PUBLIC-PRIVATE PARTNERSHIP AGREEMENTS

Introductory

PPP agreements.

207. - (1) For the purposes of this Chapter a public-private partnership agreement (referred to as a "PPP agreement") is a contract in the case of which the conditions set out in the following provisions of this section are satisfied.

(2) At least one of the parties to the contract must be a relevant body for the purposes of this Chapter, that is to say-

(a) London Regional Transport;

(b) Transport for London; or

(3) The contract must be one which involves-

(a) the provision, construction, renewal, or improvement, and

(b) the maintenance,

of a railway or proposed railway and, if or to the extent that the contract so provides, of any stations, rolling stock or depots used or to be used in connection with that railway.

(4) The railway or proposed railway must be one which-

(a) belongs or will belong to, or to a subsidiary of, London Regional Transport or Transport for London, or

(b) is being provided, constructed, renewed or improved under the contract for, or for a subsidiary of, London Regional Transport or Transport for London.

(5) If a party who undertakes to carry out or secure the carrying out of any or all of the work mentioned in subsection (3) above (a "PPP company") is a public sector operator at the time when the contract is made, that party must no longer be a public sector operator on the day following the expiration of the period of six weeks beginning with the day on which the condition in subsection (6) below is satisfied.

(6) The contract must be one which is, or is of a description which is, designated as a PPP agreement.

Public sector operators.

208. - (1) In this Chapter "public sector operator" means-

(a) any Minister of the Crown, government department or other emanation of the Crown;

(b) any local authority;

(d) any body corporate whose members are appointed by a Minister of the Crown, a government department, a local authority or a metropolitan county passenger transport authority or by a body corporate whose members are so appointed;

(e) a company-

(i) a majority of whose issued shares are held by or on behalf of any of the bodies or persons falling within paragraphs (a) to (d) above;

(ii) in which the majority of the voting rights are held by or on behalf of any of those bodies or persons;

(iii) a majority of whose board of directors can be appointed or removed by any of those bodies or persons; or

(iv) in which the majority of the voting rights are controlled by any of those bodies or persons, pursuant to an agreement with other persons;

(f) a subsidiary of a company falling within paragraph (e) above.

(2) Expressions used in sub-paragraphs (i) to (iv) of subsection (1)(e) above and in section 736 of the Companies Act 1985 have the same meaning in those sub-paragraphs as they have in that section.

PPP designations.

209. - (1) Any designation for the purposes of subsection (6) of section 207 above (a "PPP designation") must be made in a direction issued by the appropriate authority.

(2) A PPP designation must-

(a) describe the subject matter of the contracts to which it relates;

(b) describe the parties to those contracts; and

(c) if made before one or more of those contracts has been entered into, state a time by which a contract must have been entered into if it is to be a PPP agreement by virtue of the designation.

(3) The time stated pursuant to paragraph (c) of subsection (2) above must not be later than three months after the date of the direction containing the designation.

(4) A PPP designation may be made before or after the making of any contract to which it relates.

(5) A contract shall not be a PPP agreement by virtue of a PPP designation made after the making of the contract, except with the consent of the parties to the contract.

(6) For the purposes of subsection (1) above "the appropriate authority" means-

(a) as respects any direction issued before the transfer date, the Secretary of State; and

(b) as respects any direction issued on or after that date, the Mayor.

Key system assets

Key system assets.

210. - (1) In this Chapter, "key system assets" means-

(a) any property, rights or liabilities which are, or are of a description, designated by a relevant body as key system assets in a PPP agreement as originally made; and

(b) any property, rights or liabilities which are designated, or are of a description designated, by a relevant body after the making of a PPP agreement as key system assets in accordance with the terms of, or by an amendment made to, the PPP agreement,

but does not include any property, rights or liabilities which, in accordance with the terms of, or by an amendment made to, the PPP agreement, have for the time being ceased to be designated as key system assets.

(2) No rights or liabilities under contracts of employment shall be designated as key system assets.

211. - (1) The relevant authority shall keep a register of all key system assets for the time being, except as provided by subsection (3) below.

(2) The register shall state-

(a) the date on which any designation of a particular key system asset, or of a description of key system assets, was made; and

(b) sufficient details of any particular key system asset, or any description of key system assets, designated as such to enable the key system assets to be identified.

(3) The register need not contain an entry in respect of any particular key system asset or description of key system assets if the relevant authority, with the consent of the PPP company concerned, keeps the requisite copy documents available for inspection by the public at all reasonable hours free of charge.

(4) For the purposes of this section the "requisite copy documents", in the case of any particular key system asset or description of key system assets, are copies of-

(a) the document which contains the designation under paragraph (a) or (b) of section 210(1) above, and

(b) such other documents (if any) as may be necessary to disclose the information which would (apart from subsection (3) above) be required to be stated in the register,

or of such extracts from those documents as disclose the designation or, as the case may be, the information concerned.

(5) The register shall be available for inspection by the public free of charge at all reasonable hours.

(6) A person inspecting the register, or any requisite copy documents available for inspection under subsection (3) above, may make copies of, or of extracts from, the register or requisite copy documents.

Related third party agreements.

212. - (1) Where a PPP agreement is or has been entered into, the powers of the relevant authority include power to enter into and carry out other agreements with other persons in connection with the PPP agreement, whether or not there is any term in the PPP agreement relating to such other agreements.

(2) Where-

(a) a PPP agreement is or has been entered into, and

(b) the PPP company or the relevant authority, or a subsidiary of the PPP company or relevant authority, enters into arrangements with another person (a "PPP related third party")-

(i) which do not constitute a PPP agreement, but

(ii) which involve the provision of property or rights for use for the purposes of or otherwise in connection with the PPP agreement,

subsection (3) below applies.

(3) Where this subsection applies, the relevant authority, or a subsidiary of the relevant authority, may enter into an agreement with the PPP related third party for the purpose of enabling the property or rights in question to be designated as, and to be, key system assets as if-

(a) the agreement between the relevant authority or subsidiary and the PPP related third party were a PPP agreement, and

(b) the PPP related third party were the PPP company under that agreement.

Protection of key system assets.

213. - (1) If and to the extent that key system assets are property or rights, a PPP company shall not, without the consent of the relevant authority,-

(a) transfer or agree to transfer, or create or agree to create any security over, any of those key system assets or any interest in, or right over, any of those key system assets; or

(b) create or extinguish, or agree to create or extinguish, any interest in, or right over, any of those key system assets.

(2) If and to the extent that key system assets are liabilities, a PPP company shall not, without the consent of the relevant authority, enter into any agreement under which any such liability is released or discharged or transferred to some other person.

(3) Any transaction which is entered into in contravention of subsection (1) or (2) above shall be void.

(4) No execution or other legal process may be commenced or continued, and no distress may be levied, against any property which is, or rights which are, key system assets.

(5) Where a PPP agreement makes provision for or in connection with the transfer to a successor body at any time-

(a) of any shares in a PPP company, or

(b) of any key system assets,

the relevant authority shall ensure that the PPP agreement includes provision specifying, or providing for the determination of, the amounts which are to be paid in respect of those shares or key system assets.

(6) In subsection (5) above, "successor body" means-

(a) a relevant body;

(b) a PPP company; or

(7) Any reference in this section to a PPP company or PPP related third party includes a reference to a body or person which has been or is to be such a company or party.

(8) In this section "security" has the meaning given by section 248(b) of the Insolvency Act 1986.

Schemes for the transfer of key system assets.

214. - (1) Transport for London may make schemes for the transfer of key system assets from any body falling within subsection (2) below to any other such body.

(2) Those bodies are-

(a) Transport for London;

(b) any subsidiary of Transport for London;

(d) any PPP related third party.

(3) A scheme under this section shall not take effect unless and until it has been approved by the Mayor.

(4) The transfers which may be made by virtue of a scheme under this section include transfers taking effect before, on or after the expiration of the term of the PPP agreement or PPP related third party agreement by reference to which the transferor or transferee under the scheme falls within subsection (2) above.

(5) No scheme under this section for the transfer of key system assets from or to-

(a) a PPP company, or

(b) a PPP related third party,

may be made otherwise than in accordance with the terms of the PPP agreement or PPP related third party agreement by reference to which the PPP company or PPP related third party falls within subsection (2) above.

(6) In this section-

(a) any reference to key system assets includes a reference to property, rights or liabilities which have been or are to be such assets; and

(b) any reference to a PPP company or PPP related third party includes a reference to a body or person which has been or is to be such a company or party.

(7) Schedule 12 to this Act (which makes further provision in relation to schemes under this section) shall have effect.

Land

PPP leases.

215. - (1) In this Chapter "PPP lease" means any lease-

(a) which constitutes a PPP agreement;

(b) which is entered into in accordance with a PPP agreement; or

(2) An instrument containing a PPP lease must also contain, or have endorsed upon it, a certificate-

(a) signed by or on behalf of the parties to the lease, and

(b) stating that the instrument contains a PPP lease.

(3) Any designation for the purposes of paragraph (c) of subsection (1) above shall be made by the same person, and in the same manner, as if it were a PPP designation.

(4) No enactment or rule of law regulating the rights and obligations of landlords and tenants shall prejudice the operation of an agreement between a relevant body and a PPP company as to the terms on which land which is the subject of a PPP lease is provided.

(5) Accordingly no such enactment or rule of law applies in relation to the rights and obligations of the parties to a PPP lease-

(a) so as to exclude or modify in any respect any of the rights and obligations of those parties under the terms of the PPP lease, whether with respect to the termination of the tenancy or any other matter;

(b) so as to confer or impose on any party any right or obligation arising out of or connected with anything done or omitted on or in relation to land which is the subject of the PPP lease, in addition to any such right or obligation provided for by the terms of the PPP lease;

(c) so as to restrict the enforcement (whether by action for damages or otherwise) by any party to the PPP lease of any obligation of any other party under the PPP lease.

(6) In this section "lease" includes an underlease and an agreement for a lease or underlease.

Land registration and PPP leases.

216. - (1) The Land Registration Act 1925 shall be amended in accordance with the following provisions of this section.

(2) In section 3 (interpretation) after paragraph (xviii) there shall be inserted-

"(xviiia) "PPP lease" has the same meaning as in Chapter VII of Part IV of the Greater London Authority Act 1999 (public-private partnership agreements)."

(3) In section 8(2) (restriction on registering leasehold land held under a lease containing a prohibition or restriction on dealings inter vivos) at the beginning there shall be inserted "Leasehold land held under a PPP lease shall not be registered under this Act; and, subject to that,".

(4) In section 19 (registration of disposition of freeholds) in paragraph (a) of the proviso to subsection (2) (exception for leases not exceeding twenty-one years) after "twenty-one years" there shall be inserted "or of a PPP lease".

(5) In section 22 (registration of dispositions of leaseholds) in paragraph (a) of the proviso to subsection (2) (exception for underleases not exceeding twenty-one years) after "twenty-one years" there shall be inserted "or of an underlease which is a PPP lease".

(6) Any interest in land consisting of a PPP lease shall, unless registered or otherwise entered on the register, be an overriding interest for the purposes of the Land Registration Act 1925; but the registrar shall not be required by virtue of section 70(2) or (3) of that Act to enter any note or notice of any such lease, or of any claim to any such lease, in the register.

(7) Accordingly, in section 70 (overriding interests)-

(a) in subsection (1), after paragraph (k) there shall be inserted the following paragraph-

"(kk) PPP leases;"; and

(b) after subsection (3) there shall be inserted the following subsection-

"(3A) Neither subsection (2) nor subsection (3) of this section shall apply in the case of a PPP lease."

(8) In section 123 (compulsory registration: dispositions to which requirement to register applies) in subsection (6) (interpretation) the word "and" immediately preceding paragraph (c) shall be omitted and at the end of that paragraph there shall be added"; and

(d) "term of years absolute" does not include a PPP lease".

Prepared 27 October 1999