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ATW Franchise Agreement Public Register Version

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ATW Franchise Agreement Public Register Version Public Register Version Dated 18th OCTOBER 2003 (1) THE STRATEGIC RAIL AUTHORITY and (2) ARRIVA TRAINS LIMITED and (3) ARRIVA TRAINS WALES/TRENAU ARRIVA CYMRU LIMITED FRANCHISE AGREEMENT relating to the services for the carriage of passengers by railway to be provided by ARRIVA TRAINS WALES /TRENAU ARRIVA CYMRU LIMITED Strategic Rail Authority 55 Victoria Street London SW1H 0EU ATW Franchise Agreement Public Register Version Contents Clause Heading Page Part I — Preliminary ---------------------------------------------------------------------------------------------------- 1 1 Definitions and Interpretation ------------------------------------------------------------------------------- 1 2 Conditions Precedent --------------------------------------------------------------------------------------- 33 3 Warranty -------------------------------------------------------------------------------------------------------- 39 Part II — Operation of the Franchise ------------------------------------------------------------------------------- 1 4 The Franchisee ------------------------------------------------------------------------------------------------ 1 5 Passenger Service Requirement -------------------------------------------------------------------------- 1 6 Provision of Capacity ---------------------------------------------------------------------------------------- 14 7 The Timetable ------------------------------------------------------------------------------------------------- 19 8 Passengers ---------------------------------------------------------------------------------------------------- 21 9 Fares and Fare Schemes ---------------------------------------------------------------------------------- 27 10 Stations and Depots ----------------------------------------------------------------------------------------- 30 11 PSR/ASC Changes ------------------------------------------------------------------------------------------ 32 12 Industry Arrangements -------------------------------------------------------------------------------------- 35 13 Pensions-------------------------------------------------------------------------------------------------------- 50 14 Other Covenants --------------------------------------------------------------------------------------------- 52 15 Monitoring and provision of information ---------------------------------------------------------------- 54 Part III — Financial Provisions --------------------------------------------------------------------------------------- 1 16 Franchise Payments ------------------------------------------------------------------------------------------ 1 17 Incentive Payments ------------------------------------------------------------------------------------------- 1 18 Changes --------------------------------------------------------------------------------------------------------- 1 19 Franchise Viability -------------------------------------------------------------------------------------------- 10 ATW Franchise Agreement Public Register Version Part IV — Term and Termination ------------------------------------------------------------------------------------- 1 20 Franchise Term ------------------------------------------------------------------------------------------------ 1 21 Events Of Default --------------------------------------------------------------------------------------------- 3 22 Consequences of Events Of Default---------------------------------------------------------------------- 6 23 Consequences of Termination ----------------------------------------------------------------------------- 7 Part V — Obligations associated with change of Franchise Operator -------------------------------------- 1 24 Reletting of Franchise ---------------------------------------------------------------------------------------- 1 25 Maintenance of Franchise----------------------------------------------------------------------------------- 1 26 Restrictions on Activities ------------------------------------------------------------------------------------- 5 27 Key Contracts -------------------------------------------------------------------------------------------------- 6 28 [Intentionally not used] --------------------------------------------------------------------------------------- 8 29 Franchise Employees ---------------------------------------------------------------------------------------- 8 30 Fares ------------------------------------------------------------------------------------------------------------ 10 31 Inter-Operator Schemes ------------------------------------------------------------------------------------ 11 32 Franchise Assets --------------------------------------------------------------------------------------------- 11 33 Spares----------------------------------------------------------------------------------------------------------- 21 34 Intellectual Property ----------------------------------------------------------------------------------------- 22 35 Transfer of Primary Franchise Assets ------------------------------------------------------------------- 25 36 Associated Obligations on Termination ----------------------------------------------------------------- 27 Part VI — General Provisions ---------------------------------------------------------------------------------------- 1 37 Compliance With Laws -------------------------------------------------------------------------------------- 1 38 Exclusion of Liability ------------------------------------------------------------------------------------------ 1 39 Confidentiality -------------------------------------------------------------------------------------------------- 2 40 Notices ----------------------------------------------------------------------------------------------------------- 5 41 Assignment ----------------------------------------------------------------------------------------------------- 6 ATW Franchise Agreement Public Register Version 42 Delegation ------------------------------------------------------------------------------------------------------- 6 43 Settlement of Disputes --------------------------------------------------------------------------------------- 6 44 Miscellaneous Provisions ----------------------------------------------------------------------------------- 7 45 Governing Law ------------------------------------------------------------------------------------------------ 11 SCHEDULES SCHEDULE 1 - Conditions Precedent and Other Documents SCHEDULE 2 - Franchise Services SCHEDULE 3 - Passenger Service Requirement SCHEDULE 4 - Station Standards SCHEDULE 5 - Fares SCHEDULE 6 - Franchise Payments SCHEDULE 7 - Incentive Regime SCHEDULE 8 - Franchise Records SCHEDULE 9 - Change Assessment Procedures and Accounting SCHEDULE 10 - Financial Covenants SCHEDULE 11 - Franchise Assets and Key Contracts SCHEDULE 12 - Handover Packages SCHEDULE 13 - Franchise Plan SCHEDULE 14 - Aspirations for Enhancements SCHEDULE 15 - “Efficient Operator” Performance Reviews ATW Franchise Agreement Public Register Version AGREED FORM DOCUMENTS Deed of Guarantee - Agreed Form Document “DG” Passenger's Charter - Agreed Form Document "PC" NPS Benchmarks - Agreed Form Document “NPS” Reporting Accounts - Agreed Form Document "RA" Supplemental Agreement - Agreed Form Document "SA" Transfer Scheme - Agreed Form Document “TS” Power of Attorney - Agreed Form Document “POA” Performance Bond - Agreed Form Document “PB” Pensions Deed - Agreed Form Document “PD” Alphalines Brand Licence - Agreed Form Document “ABL” Rolling Stock Capacities - Agreed Form Document “RSC” Forecast EBDIT - Agreed Form Document “FE” Financial Model - Agreed Form Document “FM” Record of Assumptions - Agreed Form Document “ReA” Statement of Assumption Changes - Agreed Form Document “StA” FGW Assumptions - Agreed Form Document “FGWA” North Wales Assumptions - Agreed Form Document “NWA” ERTMS Proposal - Agreed Form Document “ERTMS” Subsidy Reduction Option Proposal - Agreed Form Document “SRO” RPP Offer Letters - Agreed Form Document “RPP” Breakdown of Network Rail Charges - Agreed Form Document “NRC” ATW Franchise Agreement Public Register Version This Franchise Agreement is made the 18th day of OCTOBER 2003 between: (1) The Strategic Rail Authority created under section 201 of the Transport Act 2000 (the “Authority”); and (2) Arriva Trains Limited whose registered number is 3166214 and registered office is at 1 Admiral Way, Doxford International Business Park, Sunderland, Tyne & Wear SR3 3XP (the “Franchisee”); and (3) Arriva Trains Wales/Trenau Arriva Cymru Limited whose registered number is 4337645 and registered office is at Haywood House North, Dumfries Place, Cardiff/Caerdydd CF10 3GA (the “Franchise Operator”). Whereas: (A) The Franchisee made a proposal on 7 April 2003 to the Authority to replace the franchise relating to certain services for the carriage of passengers by railway which are currently operated by Cardiff Railway Company Limited (trading as Wales & Borders Trains) and certain additional services previously operated by North Western Trains Company Limited. (B) Pursuant to section 23(1) of the Railways Act 1993 the Authority designated on 5 February 2002 such services as eligible for provision under franchise agreements. (C) The Secretary of State issued a direction under section 26(1) of the Act on 24 January 2002 that the Franchisee who is to be the franchisee under the franchise agreement relating to such services did not need to be selected from among those who submit tenders in response
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