"Admission Body"

means a transferee admission body for the purposes of regulation 6 of the LGPS (Administration) Regulations 2008

"Assigned Employees"

has the meaning set out in Clause 1.9.1(a)

"Authority Existing Employee"

means in relation to any service equivalent to any of the Services all these persons employed by the Authority under a contract of employment (excluding to avoid doubt (without limitation) any person employed by the Authority as an independent contractor or persons employed by any sub-contractor engaged by the Authority) who are wholly or substantially engaged in the provision of that service as at the Service Transfer Date

"Authority Related Party"

means any officer, agent, employee of the Authority acting in the course of his office or employment including any Sub-Contractors supplied by the Authority in relation to the Services

"Business Days"

a day (other than a Saturday or Sunday) on which the banks are open for domestic business in the City of London

"Cessation Date"

means any date on which the Contractor or relevant Sub-Contractor ceases to be an Admission Body other than as a result of the termination of this Agreement or because it ceases to employ any Eligible Employees

"Code"

means the Code of Practice on Workforce Matters in Local Authority Service Contracts as currently contained in DCLG Circular 3/03 Annex D;

"Code Obligations"

means the express obligations of the Contractor in Clause 1.8 which derive from the Code;

"Compensation Regulations"

means the Local Government (Discretionary Payments) Regulations 1996 (as amended) and the Local Government (Early Termination of Employment) Discretionary Compensation) (England and Wales) Regulation 2006 (as amended);

"Contractor Admission Agreement"

an admission agreement entered into in accordance with Regulation 6 of the LGPS (Administration) Regulations 2008 (as amended from time to time) by the Administering Authority, the Authority and the Contractor or Sub-Contractor (as appropriate)

"Direct Losses"

means all damage, losses, indebtedness, claims, actions, cash, expenses (including the cost of legal or professional services, legal costs being an agent/client, client paying basis), proceedings, demands and charges whether arising under statute, contract or at common law but to avoid doubt, excluding Indirect Losses

"Directive"

means the EC Acquired Rights Directive 77/187 as amended;

"Dispute Resolution Procedure"

means [the procedure set out in Schedule [  ]] [the ADR agreed under the Code (See Appendix 6)];

"Eligible Employees"

a)  the Transferring Employees who are active members of [or eligible to join) the LGPS on a Relevant Transfer Date;

b)  [the Transferring Original Employees who are active members of [or eligible to join] either the LGPS or a broadly comparable scheme provided by their existing employer on a Relevant Transfer Date;

c)  any other individuals nominated by the Contractor or Sub-Contractor (as appropriate)

"Employee Liability Information"

means the information which a transferor is obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding any person employed by him who is assigned to the organised grouping of resources or employees which is the subject of the Relevant Transfer and also such employees as fall within Regulation 11(4) of TUPE

"First Contractor"

means the person with whom the Authority initially contracted for the provision of services which are similar to the Services;

"First Employee List"

has the meaning set out in Clause 1.4.1

"Final Employee List"

has the meaning set out in Clause 1.4.2

"Future Contractor"

has the meaning set out in Clause 1.6.4

"Indirect Losses"

means loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature

"Intervening Contract"

means a contract with the Authority for the provision of services which are similar to the Services, at times after they were provided under a contract with the First Contractor and before they are to be provided by the Contractor;

"LGPS"

means the Local Government Pension Scheme established pursuant to regulations made by the Secretary of State in exercise of powers under Sections 7 and 12 of the Superannuation Act 1972 as amended from time to time;

"New Employees"

means those new employees employed by the Contractor to provide the Services who will be working alongside the Transferring Employees;

"Original Employee"

means those employees of the Authority who as a result of the application of TUPE, in relation to what was done for the purposes of carrying out the contract between the Authority and the First Contractor, became employees of someone other than the Authority;

"Past Service Reserve"

means the actuarial value, calculated on the basis that the provisions of Section 62 of the Pensions Act 1995 applies directly to the Local Government Pension Scheme or Contractor Scheme (the "Transferring Scheme"), of the aggregate of the benefits, whether immediate, prospective or contingent, payable under the Transferring Scheme to and in respect of each transferring member, his spouse and dependants, by reference to pensionable service in the Transferring Scheme, but making proper allowance for projected increases in the rate of pensionable salary of each transferring member from the cessation of pensionable service to the expected date of withdrawal, retirement or death and increases (whether or not pursuant to a legal obligation) in pensions in payment using demographic and actuarial assumptions which are overall no less conservative than those adopted for the most recent funding valuation of the Transferring Scheme;

"Proposed Workforce"

has the meaning set out in Clause 1.4.4 (a)

"Relevant Employees"

means the employees who are the subject of a Relevant Transfer;

"Relevant Service Transfer"

[only applicable if phased Service implementation]

"Relevant Transfer"

means a relevant transfer for the purposes of TUPE;

"Relevant Transfer Date"

the date on which an Eligible Employee transfers to the Contractor and/or one or more Sub-Contractor by virtue of a Relevant Transfer

"Remuneration Costs"

has the meaning set out in Clause 1.4.4(b)

"Reorganisation Costs"

has the meaning set out in Clause 1.4.4 (c)

"Retendering Information"

has the meaning set out in Clause 1.9.1(a)

"Returning Employees"

has the meaning set out in Clause 1.10.2

"Services"

means [the whole of the services or any of them to be provided by the Contractor pursuant to this agreement or such of them as may from time to time remain the subject of this agreement];

"Service Transfer Date"

the transfer on a date agreed by the parties to the Contractor of responsibility for provision of (or procuring the provision by Sub-Contractors of) the Services in accordance with the Agreement

"Sub-Contractor"

means a person to whom the Contractor sub-contracts any of its obligations under this Agreement ;

"Transfer Amount"

means the aggregate of the Transfer Values as at the Relevant Transfer Date of, respectively, those Eligible Employees who elect to transfer their benefits;

"Transfer Date"

means the date the Transferring Employees are transferred to the employment of the Contractor and the date that the Transferring Original Employees are transferred to the employment of a subsequent contractor;

"Transfer Value"

means the actuarial value of the benefits of each member of the Local Government Pension Scheme or Contractor Scheme (on a secondary transfer of employees), as the case may be, who elects to transfer their benefits pursuant to the terms of this Agreement calculated on a Past Service Reserve basis and without any reduction having been applied to reflect any deficiencies in the assets relative to the liabilities of the Local Government Pension Scheme or Contractor Scheme;

"Transferring Employee"

means an employee of the Authority whose contract of employment becomes, by virtue of the application of TUPE in relation to what is done for the purposes of carrying out this contract between the Authority and the Contractor, a contract of employment with someone other than the Authority;

"Transferring Original Employee"

means an Original Employee

(a)  whose contract of employment becomes, by virtue of the application of TUPE in relation to what is done for the purposes of carrying out a contract between the Authority and the Contractor, a contract of employment with someone other than the Authority, and

(b)  whose contract of employment on each occasion when an Intervening Contract was carried out became, by virtue of the application of TUPE in relation to what was done for the purposes of carrying out the Intervening Contract, a contract of employment with someone other than his existing employer.

"TUPE"

means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (246/2006) and or any other regulations enacted for the purpose of implementing the