(5) Kent & Medway Towns FireAuthority of Kent Fire & Rescue Service Headquarters, The Godlands, Straw Mill Hill, Tovil, Maidstone, Kent ME15 6XB ("Kent");

(6) Oxfordshire County Council of County Hall, New Road, Oxford OX1 1ND ("Oxfordshire");

(7) Royal Berkshire Fire Authority of 103 Dee Road, Tilehurst, Reading, Berkshire, RG30 4FS ("Berkshire");

(8) Surrey County Council of County Hall, Penrhyn Road, Kingston Upon Thames, Surrey KT1 2DN ("Surrey");

(9) West Sussex County Council of County Hall, West Street, Chichester, West Sussex, PO19 1RQ ("West Sussex");

together the "Members"; and

(10) [South East Fire and Rescue Control Centre] Limited (the "Company") registered in England under number [ ] whose registered office is at [ ].

Recitals

A The Authorities are the "Fire and Rescue Authorities" (within the meaning set out in the FRSA 2004) for the Region, and each performs the Functions in respect of the area within the Region for which it is responsible.

B The Authorities have agreed to establish the Company to carry out the Functions from such time as the proposed regional control centre for the Region is ready for operational use.

C The Members wish to enter into this agreement with the Company to ensure that there is an agreed process:-

(a) for the establishment of the Company;

(b) for the membership of the Company;

(d) for initial arrangements as to the funding of the Company.

It is agreed:

1 Definitions and interpretation

1.1 Definitions

In this Agreement and in the Recitals and Schedules hereto the following definitions shall save as otherwise specifically provided apply.

Act means the Companies Acts 1985 to 1989 and the Companies Consolidation (Consequential Provisions) Act 1985 and the Company Directors Disqualification Act 1986 and all regulations made under any of the foregoing.

the Agreed Proportions means the proportions specified in Schedule 2, as amended from time to time.

the Articles means the articles of association of the Company in the agreed form attached as Appendix B or as they may subsequently be altered from time to time.

Associate means in relation to any company, another company which controls, is controlled by or is in common control with that company;

the Authorities means the fire and rescue authorities which are the Members (or their successor bodies) and an Authority shall mean any one of the Authorities.

the Board means the board of directors of the Company or a duly appointed committee thereof.

the Budget means the budget of the Company for each Financial Year.

the Business means the business of operating a regional control centre covering the fire and rescue authority areas of the Region as part of the English network of regional control centres, which may extend to the mobilisation of fire and rescue resources from or to anywhere within Great Britain.

Chairman means the Chairman from time to time of the Board and the Company.

Closing means the date of completion of the matters specified in Clause 2.1.

the Company means South East Fire and Rescue Control Centre Limited, a company limited by guarantee, the members of which are to be the Authorities and which is established for the purpose of carrying out the Functions and whose corporate details are set out in Schedule 1.

Control means in relation to any person, the power of another person to secure:

(a) by means of the holding of shares or the possession of voting power in or in relation to the first person or any other person; or

(b) by virtue of any powers conferred by the articles of association of, or any other document regulating, the first person or any other person;

that the affairs of the first person are conducted in accordance with the wishes or directions of that other person.

Directors means the directors for the time being of the Company.

Financial Year means the year commencing 1^st April and expiring on the subsequent 31^st March.

FRSA 2004 means the Fire and Rescue Services Act 2004 (or any statutory modification or re-enactment thereof).

the Functions means the function of receiving calls for assistance in respect of fires and other emergencies to which the Authorities have a duty or power to respond under the FRSA 2004.

Initial Operation means the arrangements made by the Company in :-

(a) administering the Company;

(b) obtaining legal, financial and other professional advice;

(d) acquiring goods and/or services to enable the Company to operate;

in respect of the Financial Years 2006/07and 2007/08.

in writing means includes any communication made by letter, facsimile transmission or electronic mail.

the Memorandum means the Memorandum of Association of the Company attached as Appendix A.

person includes any individual, firm, company or other incorporated or unincorporated body.

the Region means the South East region comprising Berkshire, Buckinghamshire, East Sussex, Hampshire, Isle of Wight, Kent, Oxfordshire, Surrey and West Sussex.

Special Majority means a majority of [ ]% of the [votes cast]/[total votes eligible to be cast] in respect of any proposed resolution of the Directors.

1.2 Interpretation

In this Agreement, unless otherwise specified:

(a) in this Agreement, references to statutes shall include any statute modifying, re-enacting, extending or made pursuant to the same or which is modified re-enacted or extended by the same or pursuant to which the same is made;

(b) a document is in "the agreed form" if it is in the form of a draft agreed between and initialled by or on behalf of the Members on or before the date hereof;

(c) references in this Agreement to Clauses, Sub-Clauses, paragraphs and Schedules are references to those contained in this Agreement;

(d) the Schedules to this Agreement are an integral part of this Agreement and references to this Agreement include references to such Schedules; and

(e) clause headings are for ease of reference only and shall not be taken into account in construing this Agreement.

2 Closing Arrangements

2.1 Time of Closing

2.2 Closing shall take place forthwith after the execution of this AgreementMatters to be dealt with at Closing

At Closing:

(a) each Member (who is not already a member of the Company) shall apply to become a member of the Company and the Company shall admit them to membership;

(b) the following appointments shall be made:

(i) each Member (who is not already a Director) shall be appointed a Director; and

(ii) the first Chairman shall be selected by the drawing of lots and shall be appointed.

3 Membership Provisions

3.1 The Authorities agree and undertake with each other that :-

(a) They intend that the only Members shall be each of the nine Authorities who are parties to this Agreement.

(b) No Authority, in its capacity as a Member, will consent or vote for the admission as a Member of any person other than a fire and rescue authority (or elected member appointed to such authority) that, pursuant to FRSA 2004, takes the place of one or more of the Authorities.

(c) No Authority, in is capacity as a Member, shall vote for any amendment to the Articles which would have the effect of allowing persons other than the Authorities (or an elected member from the Authorities) to become Members.

4 Voting Provisions

4.1 It is the intention of the Authorities that the voting rights of the Authorities in their capacities both as Members and as Directors shall be determined on the basis of one vote for every 500,000 of population plus one vote for any balance if the population is not an integral multiple of 500,000. For this purpose, population shall be determined by reference to [ ] and shall be reviewed [ ]. By way of example, if the population of an Authority is 1,650,000, that Authority will have 4 votes, being 3 x 500,000 plus 1 for the balance.

4.2 The initial voting rights shall be as follows:-

Authority Number of Votes

Berkshire 2

Buckinghamshire 2

East Sussex 2

Hampshire 4

Isle of Wight 1

Kent 4

Oxfordshire 2

Surrey 3

West Sussex 2

4.3 In the case of an equality of votes at a meeting of the Members or of the Directors, the Chairman shall have an additional casting vote.

5 Directorship Provisions

5.1 It is the intention of the Authorities, that :-

(a) so far as the law permits each Member shall be a Director or shall appoint a Director under Clause 5.1(d);

(b) no person who is not a Member, or a person nominated by a Member in accordance with Clause 5.1(d), may be a Director; and

(d) each Member shall, if it is not itself a Director or is not legally permitted to be a Director, be entitled for so long as it is a member of the Company to appoint one natural person as a Director and may at any time remove such person and appoint another person in his or her place.

5.2 The Authorities, in their capacity as Members, shall accordingly :-

(a) vote against any proposal for amendment to the Articles which would have the effect of permitting Directors to be appointed who are not Members for the time being [or their nominees appointed in accordance with Clause 5.1(d)]

(b) vote against any proposal for the appointment or a Director of anyone other than someone who is a Member or their nominee appointed in accordance with Clause 5.1(d)

5.3 The Authorities shall exercise their powers as Members and Directors to procure that the Company shall effect such insurance for the Directors against any such liability as is referred to in section 309A(1) of the Companies Act 1985 in such amount as the Authorities may agree from time to time.

6 Chairmanship

6.1 The post of Chairman shall be held by each of the Members for successive periods of 12 months. The first Chairman shall be drawn by lot, and thereafter the order of appointment of the Chairman shall be alphabetical order (save that the representative first appointed shall not be re-appointed until a representative of each other Member has served a term as Chairman).

7 Conduct of the Company's Affairs

7.1 Special Majority

The Members shall exercise all rights available to them in relation to the Company so as to procure (so far as they are able) that the Company does not without the prior approval of a Special Majority of the Directors:

(a) create any fixed or floating charge, lien (other than a lien arising by operation of law) or other encumbrance over the whole or any part of its undertaking, property or assets;

(b) make a loan or advance of any amount or give credit (other than normal trade credit) to any person, apart from deposits with bankers which are repayable upon the giving of not more than seven days' notice;

(d) enter into a contract, arrangement or commitment involving expenditure on capital account or the realisation of capital assets if the amount or the aggregate amount of the expenditure or realisation by the Company would exceed £[ ] in any one year or in relation to any one project; for the purpose of this paragraph the aggregate amount payable under an agreement for hire, hire purchase or purchase on credit sale or conditional sale terms is to be treated as capital expenditure incurred in the year in which the agreement is entered into;

(e) engage a new employee at remuneration which could exceed a rate of £[ ] per annum;

(f) increase the remuneration of an employee to a rate which could exceed a rate of £[ ] per annum or increase the remuneration of an employee whose existing remuneration could exceed that rate;

(g) take or agree to take a leasehold interest in or licence over land;

(h) create or acquire a subsidiary or dispose of any shares in a subsidiary;

(i) enter into a partnership or profit sharing agreement; or

(j) enters into a contract or transaction except in the ordinary and proper course of the Business on arm's length terms.

7.2 Budget

The Members shall procure that an annual Budget is submitted to the Directors for approval not later than [31^st October] in each year in respect of the following Financial Year.

7.3 Initial Costs

The Authorities shall meet all the agreed costs of the Initial Operation of the Company in accordance with the relevant Budget in the Agreed Proportions and shall pay the Company such sums within 21 days of receipt of an appropriate invoice from the Company.

8 Information

8.1 Books and records

The Company shall:

(a) at all times keep true, accurate and up to date books and records of all the affairs of the Company;

(b) subject to Clause Error! Reference source not found., at all times make available to the Members and their duly authorised representatives full and complete access (including copying facilities) to the books, records, accounts, documents and premises of the Company; and

(c) subject to Clause Error! Reference source not found., supply to each Member such information relating to the Company as it may require and without prejudice to the foregoing shall keep the Members fully and promptly informed as to all material developments regarding the Company's financial and business affairs and promptly notify the Members of any significant event (including without limitation any litigation or arbitration) the outcome of which will or is likely to affect the Company or its business, finances, assets or affairs.

9 Long Term Agreement and Restriction on Performance of Functions

9.1 The Authorities shall seek to enter into a long term agreement between the Authorities and the Company, as to the performance of the Functions.

9.2 The Functions shall continue to be undertaken by the Authorities until the date on which the Authorities agree that that the Functions shall be undertaken by the Company, and the Authorities do not under this Agreement give the Company any authority to undertake the Functions.

10 Name

The name "South East Fire and Rescue Control Centre Limited" shall be the sole and exclusive property of the Company and the parties acknowledge and agree that any goodwill arising from the use by the Company of that name belongs to the Company.

11 Duration

11.1 Unless otherwise agreed in writing by all the Members, this Agreement shall continue until the date of commencement of the Company's winding-up.

11.2 None of the Members shall be entitled to enforce any provision of this Agreement, except in respect of accrued rights, once it has ceased to be a member of the Company.

11.3 Upon ceasing to be a member of the Company, a Member shall:

11.3.1 remain liable for its Agreed Proportion of the costs of the Initial Operation of the Company in respect of the period up to and including the date of its ceasing to be a member, but not in respect of any subsequent period;

11.3.2 resign as Director or cause any person nominated by it as a Director to resign; and

11.3.3 remain bound by the terms of any applicable long term agreement as referred to in Clause 9.1.

11.4 Despite the expiration or termination of this Agreement, it shall continue to bind the Members to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it.

12 No assignment

The provisions of this Agreement shall be binding on and enure to the benefit of the successors of each party hereto provided that no party may agree to assign, transfer, charge or otherwise dispose of or subcontract any of its rights or obligations hereunder without the prior written consent of the other parties.

13 Waivers, remedies cumulative, amendments, etc.

13.1 No waiver

No failure or delay by any of the parties hereto in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by any of the parties hereto of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

13.2 Rights and remedies

The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

13.3 No variation

No provision of this Agreement may be amended, modified, waived, discharged or terminated, otherwise than by the express written agreement of the parties hereto nor may any breach of any provision of this Agreement be waived or discharged except with the express written consent of the parties not in breach.

13.4 Third party rights

The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

14 No partnership or agency

Nothing in this Agreement shall be deemed to constitute a partnership between the parties hereto nor, save as expressly set out herein, constitute any party the agent of another party for any purpose. In addition, unless otherwise agreed in writing between the Members, none of them shall enter into contracts with third parties as agent for any Member nor shall any Member describe itself as agent as aforesaid or in any way hold itself out as being an agent as aforesaid.

15 Costs

Each of the parties hereto shall pay its own costs, charges and expenses connected with the preparation and implementation of this Agreement and the transactions contemplated by it.

16 Entire Agreement

16.1 Definition

For the purposes of Clause 16.2 Pre-Contractual Representation means any arrangement, agreement, assurance, draft document, promise, undertaking, representation or warranty of any nature whether or not in writing made or given by any person prior to the signature of this Agreement.

16.2 Entire agreement

This Agreement and the documents referred to in it (together the Contract Documents) constitute the entire agreement between the parties relating to their subject matter. Each party to this Agreement acknowledges and agrees that in entering into the Contract Documents it is not relying upon and shall have no right of action against any other party to this Agreement in respect of any Pre-Contractual Representation which is not expressly set out in any of the Contract Documents. However, nothing in this Clause 16 shall operate to limit or exclude liability for fraud.

17 Conflict with Memorandum and Articles etc

In the event of any conflict between the provisions of this Agreement and the Memorandum and Articles, the provisions of this Agreement shall prevail and the parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further if necessary procure any required amendment to the Memorandum or Articles as may be necessary.

18 Notices

18.1 Manner of service

Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant party or sent by first class prepaid letter or facsimile transmission or electronic communication to the address of that party specified in this Agreement or to that party's facsimile transmission number thereat or such other address or number in England as may be notified hereunder by that party from time to time for this purpose and shall be effectual notwithstanding any change of address not so notified.

18.2 Validity of service

Unless the contrary shall be proved, each such notice or communication shall be deemed to have been given or made and delivered, if by letter, 48 hours after posting, if by delivery, when left at the relevant address and, if by facsimile transmission or other electronic communication, when transmitted.

19 Governing law

19.1 Governing law and jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in relation to this Agreement.

In witness whereof this Agreement has been duly executed

Schedule 1 - Particulars of the Company

Name of Company:
Date of incorporation:
Place of registration:
Company registration number:
Accounting reference date:
Names and addresses of directors:
Name and address of secretary:
Name and address (and reference) of auditors:

Schedule 2 - Agreed Proportions

The Agreed Proportions shall be determined by reference to the following formula:

[to follow]

The Agreed Proportions shall be reviewed [annually] with effect from [date] and this Schedule 2 shall be deemed to have been amended to reflect the amended Agreed Proportions as agreed between the parties from time to time.

The initial Agreed Proportions are the proportions specified in the first column below in respect of the Authority specified in the corresponding part of the second column below:-

Column 1

(Proportions)

[ ]

Column 2

(Authority)

Berkshire

Buckinghamshire

East Sussex

Hampshire

Isle of Wight

Kent

Oxfordshire

Surrey

West Sussex

Signed by ** )