Rolling Stock and Depot Service...

RSPA Version 2.0 (26 April 2013)

Rolling Stock and Depot Service Provision

Agreement

Rail for London Limited

and

[Service Provider]

in relation to provision of the rolling stock and

depot for the Crossrail Project

201[ ]

REDACTED VERSION

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION..........................................................................1

PART I – THE CONCESSION................................................................................................. 63

2. GRANT AND COMMENCEMENT OF CONCESSION.........................................................63

3. DURATION OF AGREEMENT AND CONCESSION ..........................................................65

4. REPRESENTATIONS AND WARRANTIES..................................................................... 65

5. GENERAL OBLIGATIONS OF THE SP.......................................................................... 66

6. THIRD PARTIES, THIRD PARTY AGREEMENTS AND UNDERTAKINGS .............................75

7. RELATIONSHIP WITH CTOC, CRL AND REPRESENTATIVES........................................... 77

PART II – LAND AND PLANNING...........................................................................................79

8. PROVISION OF SITE AND LAND COMPENSATION .......................................................79

9. LICENCE ............................................................................................................... 80

10. PLANNING PERMISSION, CRL CONSENTS AND EXISTING CONSENTS ...........................83

PART III – THE DEPOT WORKS ............................................................................................85

11. DESIGN AND CONSTRUCTION OF THE OOC DEPOT ....................................................85

12. DEPOT ASSET MANAGEMENT PLAN........................................................................... 92

13. DEPOT CONSENTS MANAGEMENT PLAN .................................................................... 92

14. TIME FOR COMPLETION ..........................................................................................92

15. PHYSICAL COMPLETION, COMMISSIONING, INTEGRATION AND ASSIMILATION OF OOC

DEPOT .................................................................................................................. 93

PART IV – MANUFACTURE OF UNITS................................................................................... 100

16. MANUFACTURE OF UNITS...................................................................................... 100

17. DESIGN AND MOCK-UPS ....................................................................................... 104

18. RELEVANT APPROVALS ......................................................................................... 109

19. TRAINING ........................................................................................................... 111

20. TESTING AND CERTIFICATION OF UNITS AND THE DOO CCTV SYSTEM ...................... 113

21. DELIVERY AND ACCEPTANCE OF UNITS AND EQUIPMENT ......................................... 116

22. WARRANTIES ...................................................................................................... 126

23. TITLE, RISK AND PROVISION ................................................................................ 128

24. CERTIFICATES ..................................................................................................... 129

PART V – OPERATIONS ..................................................................................................... 130

25. SERVICES ........................................................................................................... 130

26. DIAGRAMS AND SERVICES PROCEDURES ............................................................... 134

27. PERFORMANCE REGIME ........................................................................................ 138

28. SPARES, SPECIAL TOOLS, SIMULATORS AND STATION PROPRIETARY ITEMS .............. 139

29. PROVISION OF SERVICES BY THIRD PARTIES.......................................................... 142

30. DEPOTS AND STABLING DURING SERVICES PERIOD ................................................ 145

31. SERVICES PERIOD DOCUMENTATION ..................................................................... 149

PART VI – CHANGE, CHANGE IN LAW, RELIEF EVENTS, COMPENSATION EVENTS AND FORCE

MAJEURE ............................................................................................................ 152

32. RFL CHANGES...................................................................................................... 152

33. SP CHANGES ....................................................................................................... 152

34. TSSSA CHANGE ................................................................................................... 152

35. RELIEF EVENTS.................................................................................................... 152

36. COMPENSATION EVENTS ...................................................................................... 153

37. CHANGE IN LAW .................................................................................................. 154

38. FORCE MAJEURE .................................................................................................. 156

PART VII – FINANCIAL PROVISIONS................................................................................... 158

39. PAYMENTS .......................................................................................................... 158

40. RFL REFINANCING................................................................................................ 162

41. TSA PERFORMANCE BOND..................................................................................... 162

42. FINANCIAL ADJUSTMENTS .................................................................................... 162

43. ASSIGNMENT AND SECURITY ................................................................................ 163

44. CHANGE OF CONTROL .......................................................................................... 164

45. INDEMNITIES AND LIMITATIONS ON LIABILITY ....................................................... 167

REDACTED VERSION

46. INSURANCE......................................................................................................... 171

PART VIII – DEFAULT AND TERMINATION ........................................................................... 183

47. SP DEFAULT ........................................................................................................ 183

48. RFL DEFAULT....................................................................................................... 187

49. VOLUNTARY TERMINATION BY RFL......................................................................... 187

50. FORCE MAJEURE TERMINATION/INEFFECTIVENESS/MAJOR DEPOT CHANGE................ 188

51. CORRUPT GIFTS TERMINATION.............................................................................. 189

52. PAYMENTS FOR TERMINATION............................................................................... 190

PART IX – RETURN ........................................................................................................... 192

53. TITLE FOLLOWING TERMINATION OR EXPIRY .......................................................... 192

54. GENERAL OBLIGATIONS FOLLOWING TERMINATION OR EXPIRY ................................ 192

55. TERMINATION PRIOR TO EXPIRY............................................................................ 196

56. PROCEDURE ON EXPIRY OF CONCESSION PERIOD OR VOLUNTARY TERMINATION DATE196

PART X – GENERAL AND MISCELLANEOUS .......................................................................... 200

57. INTELLECTUAL PROPERTY RIGHTS ......................................................................... 200

58. NOTICES............................................................................................................. 207

59. DISPUTE RESOLUTION PROCEDURE ....................................................................... 209

60. RESPONSIBLE PROCUREMENT, EQUALITY AND ANTI-BRIBERY................................... 209

61. SAFETY, QUALITY AND ENVIRONMENTAL MANAGEMENT SYSTEMS............................. 209

62. CONFIDENTIALITY................................................................................................ 209

63. SOLE REMEDY AND DISCLAIMER............................................................................ 214

64. MISCELLANEOUS ................................................................................................. 215

REDACTED VERSION

SCHEDULES

A. GENERAL

A1. Project Programme

A2. Crossrail Routes

A3. Contract Management

A4. Assurance

A5. Consents

A6. Subcontracts

A7. Undertakings

A8. Change Procedure

A9. Dispute Resolution Procedure

A10. Intellectual Property Rights

A11. SP Confidential Information

A12. Responsible Procurement

A13. Health and Safety

A14. Return Condition

A15. Environment

A16. Disclosed Contracts

B. UNITS

B1. Train Technical Specification

B2. SP Train Proposal

B3. Spares and Special Tools

B4. Testing (Units)

B5. Pro-forma Certificates (Units)

C. DEPOT

C1. Depot Specification

C2. SP Depot Proposal

C3. Site Area Plans

C4. Works Information

C5. Maintenance/Stabling Sites

C6. Depot Sections

C7. Testing (Depot)

C8. Pro-forma Certificates (Depot)

C9. Network Rail

D. OPERATIONS

D1. Maintenance Services

D2. Diagrams

D3. Security and Resilience (Operations)

E. FINANCE

E1. Financial Model

E2. Payment Mechanism

E3. Performance Regime

E4. Options

E5. TfL Guarantee

E6. Termination Payments

E7. Direct Agreements

E8. Form of Parent Company Guarantee

E9. Insurance

E10. Open Book Accounting

E11. Milestones and Security

E12. Deed of Novation

REDACTED VERSION

THIS AGREEMENT is made as a deed on this day of 201[ ]

BETWEEN:

(1) RAIL FOR LONDON LIMITED (No. 05965930) whose registered office is at Windsor

House, 42-50 Victoria Street, London SW1H 0TL ("RfL"); and

(2) [SERVICE PROVIDER] (No. [company number]) whose registered office is at [registered

office address] (the "SP").1

RECITALS

(A) The Crossrail Project is a key element of the transport planning strategy of both Her

Majesty's Government and the Mayor of London.

(B) The Secretary of State for Transport and TfL, as Sponsors of the Crossrail Project, have

formally appointed CRL to manage the delivery of the Crossrail Project.

(C) CRL together with RfL wish to procure and deliver the rolling stock services and

maintenance depot services at Old Oak Common for the Crossrail Project on the basis of

the Concession.

(D) TfL carried out a tender competition for the Concession which commenced with the

publication of a contract notice on 1 December 2010 in accordance with the EU and UK

public procurement rules.

(E) As a result of the competition referred to in Recital (D), the SP was awarded the

Concession and this Agreement sets out the terms and conditions upon which the SP is

appointed to deliver the Project.

(F) The CTOC will be appointed by RfL to provide passenger services on the Crossrail

Franchise using the rolling stock procured under this Agreement and may be nominated to

exercise some of RfL's rights and obligations in accordance with this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following words and expressions shall have the following

meanings:

"2005 Regulations" means the Railway (Licensing of Railway Undertakings) Regulations

2005;

"Acceptance" means, in respect of a Unit, Provisional Acceptance, Qualified Provisional

Acceptance, Final Acceptance and Fleet Acceptance or any one of them as the context

requires and in respect of an item of Equipment, Equipment Acceptance, and "Accept"

and "Accepted" shall be construed accordingly in each case;

1 As set out in the IFT, Crossrail is not mandating a corporate structure for Bidders to adopt. The current drafting of

the RSPA assumes that the SP will be a main/significant trading entity of the Bidder group and that, where elements

of the SP's obligations are subcontracted, RfL has approval rights and access to those subcontracts on the basis set

out in the RSPA.

If a Bidder adopts an alternative approach, such as the use of a special purpose vehicle, Crossrail will expect the

RSPA to include protections for RfL so as to preserve the required risk allocation, including in relation to matters

such as change of control, assignment and termination.

REDACTED VERSION

"Acceptance Criteria" means the Pre-Provisional Acceptance Criteria, the Provisional

Acceptance Criteria, the Final Acceptance Criteria and the Fleet Acceptance Criteria and all

or any of them as the context requires;

"Actual Mass" means the actual mass (measured under the conditions for which design

mass is defined in BS:EN 15663: 2009) of a complete FLU as presented for Acceptance;

"Additional Infrastructure Information" has the meaning given to such term in clause

16.3(c)(ii);

"Additional Services" means those services described as such in paragraph 3.1 of part

1 of schedule D1 (Maintenance Services);

"Additional Services Initial Spares" means those Initial Spares listed in schedule B3

(Spares and Special Tools) intended to be used by the SP for the provision of Additional

Services (and any supplementary levels of Spares subsequently acquired and maintained

by the SP during the Concession Period in accordance with clause 28.3(b));

"Adjusted Amount" has the meaning given to such term in clause 46.26(d);

"Adjustments" means each of the adjustments or deductions to be made to the Service

Payments in accordance with the provisions of the Payment Mechanism and the

Performance Regime;

"Advance Payment Bond" means an advance payment bond in the form set out in the

appendix to part 1 of schedule E11 (Milestones and Security);

"Advance Payment Bond Provider" means a financial institution providing the Advance

Payment Bond in accordance with the requirements of part 1 of schedule E11 (Milestones

and Security);

"Aesthetic Exam" has the meaning given to such term in paragraph 5 of part 1 of

schedule D1 (Maintenance Services);

"Aesthetic Exam Benchmark" has the meaning given to such term in paragraph 5 of

part 1 of schedule D1 (Maintenance Services);

"Affiliate" means in relation to any person, any Holding Company or subsidiary of that

person or any subsidiary of such Holding Company and "subsidiary" is to be construed in

accordance with section 1159 of the Companies Act 2006, save that for the purposes of

determining whether one entity is an Affiliate of another any transfer of shares by way of

security or to a nominee of the transferor shall be disregarded;

"Agreed Depot Testing Strategy" has the meaning given to such term in paragraph

2.3 of part 1 of schedule C7 (Testing (Depot));

"Agreed Rates" means the rates in respect of labour and materials for the SP

undertaking an Additional Service as set out in appendix 1 of schedule E2 (Payment

Mechanism) and as amended from time to time in accordance with this Agreement;

"Agreed Schedule and Programme of Depot Tests" has the meaning given to such

term in paragraph 2.3 of part 1 of schedule C7 (Testing (Depot));

"Agreed Schedule of Tests" has the meaning given to it in paragraph 1.5 of part 1 of

schedule B4 (Testing (Units));

"Agreed Testing Programme" has the meaning given to it in paragraph 1.5 of part 1 of


REDACTED VERSION

"Agreed Testing Strategy" has the meaning given to it in paragraph 1.5 of part 1 of


"Agreed Training Rates" means the rates that the SP will charge to RfL for additional

training as set out in appendix 2 of schedule E2 (Payment Mechanism);

"Agreement" or "RSPA" means this agreement including all recitals, schedules, parts,

appendices and annexes;

"Allowable Failure" has the meaning given to such term in paragraph 1.1 of schedule

E3 (Performance Regime);

"Allowable Relief Period" has the meaning given to such term in paragraph 1.1 of

schedule E3 (Performance Regime);

"Alternative Depot" means the permanent works constituting a maintenance depot in a

location other than the Site as part of a Major Depot Change as an alternative to the OOC

Depot;

"Annual Deductions Cap" has the meaning given to such term in paragraph 1.1 of


"Annual Mileage Reconciliation" or "AMR" is the amount described in paragraph 1.1

of schedule E2 (Payment Mechanism);

"APA" means the outside parties basic asset protection agreement in the form or

substantially in the form in part 1 of schedule C9 (Network Rail) or as amended and

agreed between the SP and Network Rail;

"APB Bond Amount" has the meaning given to such term in paragraph 1.1 of part 1 of

schedule E11 (Milestones and Security);

"APB Provider Downgrade" means the long-term credit rating of the Advance Payment

Bond Provider falls below "A" from Standard and Poor's Rating Services or the equivalent

of "A" from each one of the entities of equivalent international reputation that provide a

long-term credit rating for the Advance Payment Bond Provider;

"APB Step-Down Date" has the meaning given to such term in paragraph 1.4 of part 1

of schedule E11 (Milestones and Security);

"Applicable Laws and Standards" means, depending on the context, all or any Laws

and standards at any time or from time to time in force in the United Kingdom and which

are or may become applicable to this Agreement, the Project Documents, any agreement

or document referred to in this Agreement, the Units, the Spares, the Special Tools, the

Simulator, the OOC Depot or the Services, including, without prejudice to the generality of

the foregoing, Industry Standards, the requirements of the Regulator, Environmental

Laws, HSWA, CSM Regulation, ROGS and the Interoperability Regulations;

"Approved Party" has the meaning given to such term in clause 7.1;

"ASDO" means Automatic Selective Door Operation as such term is defined in the Train

Technical Specification;

"Assessment Body"2 means [company name] (No. [company number]) a company

incorporated in England whose registered office is at [address], appointed by the SP as an

independent assessment body pursuant to the CSM Regulation, or any alternative body

approved by RfL;

2 To be proposed by Bidders.

REDACTED VERSION

"Assigned Employees" means any person engaged or employed by the SP (or any Key

Subcontractor or Subcontractor) in relation to the performance of its or their obligations

under the Project Documents or Subcontracts;

"Assimilation" means the carrying out of tests and trials upon the various elements

constituting the Depot Works (either singly or in combination) when the infrastructure is

connected to the Network to demonstrate that the OOC Depot can be operated on an

integrated basis and in a manner which will satisfy the requirements of the Depot

Specification and shall include:

(a) such tests and trials as RfL shall reasonably consider to be necessary to

demonstrate that the OOC Depot will perform in accordance with the Depot

Technical Requirements or will otherwise meet the requirements of this Agreement

and of which the SP is given reasonable notice;

(b) such other tests and trials as are required by any Competent Authority including

Network Rail;

(c) other assimilation activities of the SP including in relation to the Depot Power

Supply System; and

(d) such other tests as are required to demonstrate that the OOC Depot is safely

assimilated with the Network;

"Associated Company" means in respect of a relevant company, a company which is a

subsidiary, a Holding Company or a company that is a subsidiary of the ultimate Holding

Company of that relevant company, save that for the purposes of determining whether

one entity is an Associated Company of another any transfer of shares by way of security

or to a nominee of the transferor shall be disregarded;

"Assurance Acceptance" means the review and approval given by RfL or its nominee in

accordance with the process set out in part 1 of schedule A4 (Assurance);

"Assurance Regime" means the regime for progressive assurance to be provided by the

SP to RfL in relation to the SP's performance of the Project set out in schedule A4

(Assurance);

"ATO" has the meaning given to such term in the Train Technical Specification;

"ATOC" means the Association of Train Operating Companies;

"Availability Adjustment" means the adjustment to the Service Payment for any

Railway Period calculated in accordance with paragraph 2.1 of schedule E3 (Performance

Regime) and made in accordance with paragraph 2.2 of schedule E2 (Payment

Mechanism);

"Available" means in respect of any Accepted Unit that is to operate any Diagram or is

provided pursuant to paragraph 6.5 and/or paragraphs 7 to 12 of schedule B4 (Testing

(Units)) or is provided for driver training pursuant to clause 19.6 (as applicable):

(a) the SP making such Unit available to RfL at the relevant Entry Point and Entry Time

in accordance with the Train Plan and the Preparation, Presentation and Hand-Back

Procedure or in accordance with the relevant part of schedule B4 (Testing (Units))

(as applicable);

(b) when presented for service each such Unit complies with the requirements of

paragraph 2.1(a) of part 1 of schedule D1 (Maintenance Services); and

REDACTED VERSION

(c) the SP has issued the relevant Hand-Over Certificate pursuant to schedule D1

(Maintenance Services) in respect of that Unit;

"Available Infrastructure" means:

(a) in respect of the Network Sections and the Heathrow Spur, that the Railway

Infrastructure complies in all material respects with the infrastructure parameters

for the Network Sections and Heathrow Spur respectively to the extent set out in

the Train Technical Specification and is ready and approved for placing into service

for operation of rolling stock in Unrestricted Passenger Revenue Earning Service in

accordance with all Applicable Laws and Standards;

(b) in respect of the Central Section, that the Railway Infrastructure complies in all

material respects with the infrastructure parameters for the Central Section to the

extent set out in the Train Technical Specification and is ready and approved for

commencement of Trial Operations in accordance with all Applicable Laws and

Standards; and

(c) in respect of the Central Section Stations and On-Network Stations, the DOO CCTV

System is functional in all material respects so as to allow operation in Unrestricted

Passenger Revenue Earning Service or RfL has otherwise put in place mitigation

measures so that the relevant Unit can nevertheless operate in Unrestricted

Passenger Revenue Earning Service,

provided that:

(i) where the DOO CCTV System is not functional in all material respects (so as

to allow operation in Unrestricted Passenger Revenue Earning Service) as a

result of a breach by the SP of any of its obligations under this Agreement

relating to the DOO CCTV System (which breach the SP shall be required to

mitigate), the Railway Infrastructure shall be deemed to be Available

Infrastructure in respect of the DOO CCTV System; and

(ii) save for the Central Section in the event of a CS Suspension, once any part

or section of the Crossrail Infrastructure becomes Available Infrastructure, it

cannot subsequently become Unavailable Infrastructure;

"Base Case Maintenance Model" means the financial model contractualised at the date

of this Agreement as shown in the CD attached at schedule E1 (Financial Model) and

subsequently amended from time to time in accordance with clause 42 (Financial

Adjustments);

"Base Period Charge" or "BPC" has the meaning given to such term in paragraph 2.1


"Batch 1 Station Proprietary Items" means the Station Proprietary Items to be

provided for the Central Section Stations (20 platforms) and 13 On-Network Stations (48

Platforms);


provided for six On-Network Stations (20 Platforms);


provided for seven On-Network Stations (24 Platforms);

"Berkeley Homes" means Berkeley Homes (East Thames) Limited (No. 04480928)

whose registered office is at Berkeley House, 19 Portsmouth Road, Cobham, Surrey KT11

1JG;

REDACTED VERSION

"Bond Event" means:

(a) an Insolvency Event of the Advance Payment Bond Provider or the TSA

Performance Bond Provider;

(b) the Advance Payment Bond or the TSA Performance Bond ceases to be in full force

and effect; or

(c) the Advance Payment Bond Provider's or TSA Performance Bond Provider's

obligations under the Advance Payment Bond or TSA Performance Bond are or

become wholly or partly invalid or unenforceable;

"C300 Tunnel Contractor" means a joint venture between BAM Nuttall Ltd, Ferrovial

Agroman (UK) Ltd and Kier Construction Ltd, or any replacement contractor(s) engaged

by CRL from time to time;

"CAHA" means the railway industry claims allocation and handling agreement pursuant to

which liability for applicable third party claims is allocated;

"Canal & River Trust" means the charity registered with the Charity Commission (No.

1146792) and a company limited by guarantee incorporated in England (No. 7807276)

which succeeded the British Waterways Board (pursuant to the British Waterways Board

(Transfer of Functions) Order 2012 as the navigation authority for the inland waterways

under its control. Any reference in this Agreement to "British Waterways Board", "British

Waterways", "BWB" or "BW" shall be construed as Canal & River Trust for the purposes of

the Agreement;

"Canary Wharf Group" means Canary Wharf Group plc (No. 04191122) whose

registered office is One Canada Square, Canary Wharf, London E14 5AB;

"Cancellation Adjustment" means the adjustment to the Service Payment for any



Mechanism);

"Capital Expenditure" means any expenditure which is treated as capital expenditure in

accordance with generally accepted accounting principles in the United Kingdom from time

to time;

"CBTC" has the meaning given to such term in the Train Technical Specification;

"CCTV" has the meaning given to such term in the Train Technical Specification;

"CDM Regulations" means the Construction (Design and Management) Regulations

2007;

"Central Section" means that part of the Crossrail Infrastructure indicated as such in

schedule A2 (Crossrail Routes);

"Central Section GE/RT8270 Equivalent" means a set of procedures and processes

relating to route acceptance for railway vehicles on to Railway Infrastructure to apply to

the Central Section which is similar to the procedure for that which applies to the Network

Sections set out in RGS GE/RT8270, making any necessary changes to take account of the

fact that it relates to the Central Section including the following:

(a) the Central Section does not belong to Network Rail; and

(b) the IM for the Central Section is RfL;

REDACTED VERSION

"Central Section Stations" means the platforms used or to be used by the Crossrail

Services at the stations located at Abbey Wood, Paddington, Bond Street, Tottenham

Court Road, Farringdon, Liverpool Street, Whitechapel, Canary Wharf, Custom House and

Woolwich and any other areas of such stations insofar as they relate to the Crossrail

Services;

"Central Section Testing" means the testing of the infrastructure of the Central Section

and the operation of the Units in the Central Section including the Joint Proving Tests, the

Phase 4.1 CS Test Programme, the Phase 4.2 CS Test Programme, the Phase 4.3 CS Test

Programme, the Trial Running Tests and the Trial Operations;

"Certificate of Verification" has the meaning given to such term in the Interoperability

Regulations;

"Change" means a change (whether by addition, amendment, substitution, omission or

otherwise) of whatever nature to this Agreement including to:

(a) any of the Technical Requirements;

(b) the OOC Depot or the Units or any item of Equipment;

(c) the manner in which the SP undertakes its maintenance or operational activities; or

(d) any term of the Agreement;

"Change Appraisal" means any written report delivered by the SP in accordance with

paragraph 5.1 of part 1 of schedule A8 (Change Procedure) and containing the

information specified in paragraph 5.2 of part 1 of schedule A8 (Change Procedure);

"Change Appraisal Instruction" means a written notification provided by RfL pursuant

to paragraph 3.2(b) of part 1 of schedule A8 (Change Procedure) and containing the

information specified in paragraph 3.3 of part 1 of schedule A8 (Change Procedure);

"Change Confirmation Notice" means a notice issued (and counter-signed as

appropriate) by RfL to the SP pursuant to paragraph 3.2(a), 3.5 or 6.4(a) of part 1 of

schedule A8 (Change Procedure) instructing the SP to proceed with the implementation of

a Change or part of a Change;

"Change in Costs" means in respect of any Relevant Event, the effect of that Relevant

Event (whether of a one-off or recurring nature, and whether positive or negative) upon

the actual or anticipated costs, losses or liabilities of the SP and/or any Key

Subcontractors (without double counting), including, as relevant, the following:

(a) the reasonable costs of complying with the requirements of clauses 36

(Compensation Events), 37 (Change in Law), 42 (Financial Adjustments) and/or

parts 1 and 4 (save where these parts have an alternative mechanism for dealing

with such costs) of schedule A8 (Change Procedure), including the reasonable costs

of preparation of design and estimates;

(b) the costs of continued employment of, or making redundant, staff who are no

longer required;

(c) the costs of employing additional staff;

(d) reasonable professional fees;

(e) the effects of costs on implementation of any insurance reinstatement in

accordance with this Agreement, including any adverse effect on the insurance

proceeds payable to the SP (whether arising from physical damage insurance (or

REDACTED VERSION

its equivalent)) in respect of that insurance reinstatement and any extension of the

period of implementation of the insurance reinstatement;

(f) operating costs, or life cycle maintenance or replacement costs;

(g) Capital Expenditure (or, in the case of a Relevant Event which is a Qualifying

Change in Law, Capital Expenditure for which RfL is responsible);

(h) any deductible or increase in the level of deductible, or any increase in premium

under or in respect of any insurance policy;

(i) Direct Losses; and

(j) the margin to be earned by SP (as determined in accordance with appendix 3 (SP's

Margin) of schedule A8 (Change Procedure),

provided that all costs other than limb (j) above shall be calculated in accordance with the

principles set out in appendix 2 (Calculation of Change in Costs) of schedule A8 (Change

Procedure);

"Change in Law" means the coming into effect after the date of this Agreement of:

(a) Legislation (whether by means of any enactment repeal or amendment), other than

Legislation which on or before the date of this Agreement has been published in

substantially the same form or with substantially the same effect as the relevant

Legislation finally takes when it has legal effect:

(i) in a draft Bill as a part of a Government Department Consultation Paper;

(ii) in a Bill;

(iii) in a draft statutory instrument; or

(iv) published as a proposal in the Official Journal of the European Union or as a

Common Position adopted by the European Parliament;

(b) any applicable Industry Standards, other than any such Industry Standard which

on the date of the Agreement has been published (in the same form (except for

non material changes) as that which comes into effect) by the relevant arbiter of

that Industry Standard and which, when so published, was intended to have force

of law; or

(c) any applicable judgment of a relevant court of law made after the date of the

Agreement which changes a binding precedent,

which in any such case affects RfL, CRL, TfL, the SP, the Project, the Crossrail Project or

the Network;

"Change Procedure" means the procedure for implementing Changes set out in

schedule A8 (Change Procedure);

"CIS Regulations" means the Income Tax (Construction Industry Scheme) Regulations

2005 (No. 2045) or any amendment or remaking thereof and references to any individual

regulation shall be construed accordingly;

"Claim Appraisal" has the meaning given to such term in paragraph 3 of part 4

(Compensation Changes) of schedule A8 (Change Procedure);

REDACTED VERSION

"Claim Appraisal Instruction" has the meaning given to such term in paragraph 2 of

part 4 (Compensation Changes) of schedule A8 (Change Procedure);

"Claim Confirmation Notice" means a notice issued by RfL pursuant to paragraph 2.1

or 4.4 of part 4 (Compensation Changes) of schedule A8 (Change Procedure) setting out

the agreed or determined position in respect of a Compensation Event;

"Cleaning and Aesthetic Condition Adjustment" has the meaning given to such term

in paragraph 10 of schedule E3 (Performance Regime);

"Commencement Date" means, following signature of this Agreement by both Parties,

the first date on which all of the conditions set out in clauses 2.3 and 2.4 are either

satisfied or waived in accordance with clause 2 (Grant and Commencement of Concession)

or a later date if agreed by the Parties;

"Commissioning" means the inspection and testing of, and performance of trials upon,

various elements constituting the Depot Works (either singly or in combination) in a Depot

Section at appropriate stages in the Depot Works Programme but with the Depot Works

(or relevant element) isolated from the Network;

"Compatibility File" has the meaning given to such term in RGS GE/RT8270;

"Compensation Event" means any of the following events:

(a) RfL's failure to comply with or delay in complying with its obligations to serve

notices or documents pursuant to clause 6.3;

(b) RfL's failure to provide or delay in providing the Site Areas in accordance with

clause 8.1(b) or in the condition described in clause 8.1(c);

(c) RfL's failure to permit the SP and its employees, Affiliates, Subcontractors and

servants to use or access each Site Area during the Licence Period in accordance

with clause 9.1;

(d) RfL's failure to enter into or delay in entering into any Planning Obligation in

accordance with clause 10.6;

(e) RfL's failure to make traction power available to the SP at the Site and the OOC

Depot in accordance with clause 11.14(b) (in circumstances where the Depot

Power Consumption Adjustment to the Service Payment is not in dispute and the

SP has complied with its obligations in clause 11.14(a));

(f) RfL's failure to make available to the SP resources and facilities set out in the

Agreed Depot Testing Strategy and the Agreed Schedule and Programme of Depot

Tests pursuant to clause 15.3(d);

(g) RfL's failure to submit or delay in submitting the applications prepared by the SP in

accordance with clause 18.1(d);

(h) RfL's failure to carry out or procure or delay in carrying out or procuring those

things in relation to Route Acceptance required by clause 18.2(e);

(i) RfL's failure to allocate or delay in allocating the ten Testing Days required by

clause 20.3(a) other than where clause 20.3(e) applies;

(j) RfL's failure to provide relevant safety training in accordance with clause 20.4(b);

REDACTED VERSION

(k) RfL's failure to make available access to the Ilford Depot for the purposes of

Provisional Acceptance of a Unit where required pursuant to clause 21.3(c)(ii) on

the basis set out in clauses 21.3(c)(ii) and 30.8;

(l) RfL breaching its obligations not to unreasonably obstruct or hinder the safe

operations of the SP or its Subcontractors in accordance with clause 25.5(c);

(m) RfL's failure to arrange and pay for traction power to be provided to the SP at the

OOC Depot in accordance with clause 25.10(a);

(n) RfL's failure to procure that the SP is granted access to the Maintenance/Stabling

Sites or a reasonable alternative site in accordance with clauses 30.7 and 30.8;

(o) RfL's failure to procure or delay in procurement of the support required by clause

44.1(h);

(p) RfL's failure to give the SP the required notice pursuant to clause 44.1(i);

(q) RfL's failure in accordance with clause 46.25(a)(i) either to pay to the SP an

amount equal to the amount calculated in accordance with paragraph 6 of schedule

E6 (Termination Payments) or to elect to allow the Agreement to continue;

(r) RfL's failure in accordance with clause 46.25(a)(ii) (where Total Loss does not

apply) to make the relevant payment;

(s) RfL's breach of its obligations contained in clause 62.3 in respect of confidentiality;

and

(t) subject to the terms of clause 37 (Change in Law), a Qualifying Change in Law,

except to the extent that any of the events listed above arises (directly or indirectly) as a

result of any breach, wilful default or wilful act of the SP or any of its Subcontractors and

provided that each of the events above shall be subject to the provisions of the relevant

clause(s);

"Competent Authority" means any national, supra-national (including the European

Union), state or local government, any political subdivision thereof or any governmental,

quasi-governmental, judicial, public or statutory instrumentality, agency, department,

authority, body or regulatory, self-regulatory or other authority or organisation or other

similar entity which has rule-making power or whose directions, instructions, rulings, laws

or regulations are directly enforceable against a Party or a Key Subcontractor or SP

Shareholder in connection with the performance of this Agreement or the Project

Documents in each case to the extent acting in its capacity as a relevant authority under

Applicable Laws and Standards;

"Competitor" means any person conducting large-scale manufacturing of rolling stock

and supply of such rolling stock in or into the United Kingdom and who directly competes

with the SP in the United Kingdom in such business;

"Completion" means the Physical Completion, Commissioning, Integration and

Assimilation of a Depot Section or as the context requires, the Depot Works and

"Complete" and "Completed" shall be construed accordingly in each case;

"Comptroller and Auditor General" or "C&AG" means the head of the National Audit

Office from time to time as defined in the National Audit Act 1983, and includes any

successor to all or any of his functions;

"Concession" means the rights granted to and obligations imposed upon the SP under

the Project Documents to undertake the Project;

REDACTED VERSION

"Concession Period" means the period from and including the Commencement Date

until expiry or termination of this Agreement;

"Confidential Information" means information of a technical, commercial or financial

nature received from a Party to this Agreement or its agents, representatives or advisers

including information received by the SP from the CTOC or CRL;

"Configuration Database" means a database containing, as a minimum, the following

information relating to the Units to be provided by the SP in accordance with clause 21

(Delivery and Acceptance of Units and Equipment):

(a) each Unit's and each Vehicle's number (including its European Vehicle Number as

displayed on the rolling stock);

(b) all Manuals and safety approval documents relating to each Unit and/or Vehicle;

(c) the SP's or Train Maintainer's serial numbers of all systems, Subsystems and

components and Parts, to the extent that these are identified by the SP's or Train

Maintainer's serial number;

(d) the position of each Part within each Unit and/or Vehicle; and

(e) the modification status of all systems and Subsystems within each Unit and/or

Vehicle;

"Connection Agreement"3 means the connection agreement entered into or to be

entered into between Network Rail and TfL relating to the connection of the OOC Depot to

the Network;

"Connection Agreement Covenants" means the covenants, agreements and provisions

contained in the Connection Agreement to be performed and observed on the part of TfL;

"Continuation Notice" has the meaning given to such term in clause 50.1(b);

"Contract Information" means (a) this Agreement in its entirety (including agreed

changes to the Agreement from time to time); (b) data extracted from the invoices

submitted in accordance with clause 39.1(d) which shall consist of the SP's name, the

expenditure account code, the expenditure account code description, the relevant

purchase order reference, the clearing date and the invoice amount; and (c) any other

Project Document, contract or data relating to the Agreement which is required to be

published pursuant to the Transparency Commitment from time to time;

"Contract Manager(s)" means either or both of the RfL Contract Manager and/or the SP

Contract Manager;

"Contract Year" means each 12-month period starting on 1 January with the exception

of:

(a) the first Contract Year which shall commence on the Commencement Date and end

on 31 December first occurring thereafter (the "First Contract Year"); and

3 RfL's intention is that the existing tenth schedule to the Headlease will be amended as necessary to reflect changing

connection points during the course of the Depot Works and the new connection agreement will come into effect on

or before the time when the Depot Works are complete and/or when operational use for passenger trains

commences (if earlier), with the intention that the new connection points are governed by the new connection

agreement as and when they are taken into use. It is anticipated that the new Connection Agreement will be on a

basis similar to that used for the connection agreements for the IEP depots (such as North Pole and Stoke Gifford) a

copy of which will be provided to Bidders once available.

REDACTED VERSION

(b) the last Contract Year which should commence on 1 January and end on the Expiry

Date or the Termination Date (as relevant) (the "Last Contract Year");

"Contracted Design Mass" means the Design Mass (as defined in BS:EN 15663: 2009)

of an FLU as specified in paragraph [to be added]4 of the SP Train Proposal;

"Contractual Final Acceptance Date" means the date for Final Acceptance of each Unit

set out in the Project Programme;

"Contractual Fleet Acceptance Date" means the date for Fleet Acceptance set out in

the Project Programme;

"Contractual Provisional Acceptance Date" means the date for Provisional Acceptance

of each Unit set out in the Project Programme;

"Costs Payable by RfL Adjustment for Additional Services" or "CPRA" has the

meaning given to such term in paragraph 1.1 of schedule E2 (Payment Mechanism);

"CRL" means Crossrail Limited, a company registered in England (No. 04212657) whose

registered office is at 25 Canada Square, Canary Wharf, London E14 5LQ;

"CRL Consents" means those Relevant Approvals identified in appendix 1, appendix 2

and appendix 3 of schedule A5 (Consents) which may be required by the SP to carry out

certain works in relation to the Depot Works and which are subject to the requirements

set out in schedule A5 (Consents);

"Crossrail Act" means the Crossrail Act 2008;

"Crossrail Franchise" means the franchise or concession for the operation of the

Crossrail Services to be awarded by RfL from time to time;

"Crossrail Infrastructure" means all of the routes and Railway Infrastructure set out in

schedule A2 (Crossrail Routes) (as upgraded from time to time) including all infrastructure

required for diversionary routes and ECS Movements and paths to stations and depots;

"Crossrail Project" means the project for the development, design, procurement,

construction, commissioning, integration and completion of a railway transport system

that is capable of operating services from Maidenhead in the County of Berkshire and from

Heathrow Airport in the London Borough of Hillingdon through central London to Shenfield

in the County of Essex and Abbey Wood in the London Borough of Greenwich in

accordance with the requirements of the Sponsors;

"Crossrail Safety Review Panel" means the safety body within CRL regulating

compliance with the requisite safety standards and statutory regulation in relation to the

design and construction of the Crossrail Project (or any successor from time to time

holding the same functions);

"Crossrail Services" means the services (including all passenger services, diversionary

routes and ECS Movements) to be operated on the Crossrail Infrastructure by or on behalf

of RfL or the CTOC as set out in the Diagrams and/or the Train Plan from time to time;

"Crossrail Stations" means the Central Section Stations and the On-Network Stations;

"CS Availability Date" means the date on which the Central Section first becomes

Available Infrastructure;

4 To be added from Preferred Bidder's SP Train Proposal.

REDACTED VERSION

"CS Date" means the date on which the first Unit to run through the Central Section runs

through the Central Section in passenger revenue earning service;

"CS Statement of Compatibility" means the Central Section equivalent of the Network

Statement of Compatibility pursuant to the Central Section GE/RT8270 Equivalent;

"CS Suspension" means a period (if any) during which the entire Central Section

becomes Unavailable Infrastructure following the CS Availability Date and prior to the date

of Fleet Acceptance;

"CS Unit Test" means any test on a Unit performed pursuant to the Phase 4.2 CS Test

Programme;

"CSM Regulation" means EC Regulation (EC) No 352/2009 of 24 April 2009 on the

adoption of a common safety method on risk evaluation and assessment as referred to in

Article 6(3)(a) of Directive 2004/49/EC of the European Parliament and of the Council;

"CTOC" means the train operator under the Crossrail Franchise appointed or to be

appointed by RfL from time to time;

"CTOC Access Date" means the Scheduled CTOC Access Date or such later date that RfL

and the CTOC are granted access by the SP to the CTOC Area following completion of the

CTOC Area;

"CTOC Area" means that part of the OOC Depot to be constructed by the SP in

accordance with the requirements in the Depot Specification and to be occupied by the

CTOC from the CTOC Access Date;

"CTOC Control Room" means the primary location staffed by the CTOC or RfL from

where service delivery decisions for the Crossrail Services are made and communicated;

"CTOC Property" means any property of the CTOC used in the Crossrail Franchise;

"CTOC's Safety Certificate" means the Safety Certificate required to be in place for

CTOC to operate the Crossrail Services and which will be applied for, obtained and

maintained by the CTOC and/or RfL from time to time;

"Deadline" has the meaning given to such term in clause 21.7(c);

"Declaration of Ineffectiveness" has the meaning given to such term in the Utilities

Contracts Regulations;

"Default Rate" means the Bank of England Base Rate plus one per cent.;

"Delay Adjustment" means the adjustment to the Service Payment for any Railway

Period calculated in accordance with paragraph 4.1 of schedule E3 (Performance Regime)

and made in accordance with paragraph 2.2 of schedule E2 (Payment Mechanism);

"Delivery Partners" means all or any of CRL, Canary Wharf Group, Berkeley Homes, LUL

and Network Rail;

"Depot Asset Management Plan" has the meaning given to such term in clause 12

(Depot Asset Management Plan);

"Depot Asset Register" means the up-to-date register of all materials, components,

equipment, assemblies and systems used in the OOC Depot listed and categorised as one

of "Depot Fixed Asset", "Depot Moveable Asset" or "SP Moveable Asset";

REDACTED VERSION

"Depot Building Contract"5 means the contract between the Depot Building Contractor

and the SP in respect of the Depot Works and dated on or about the date of this

Agreement;

"Depot Building Contractor"6 means [insert name] (No. [insert registered number])

whose registered office is at [insert address] being a Key Subcontractor and party to the

Depot Building Contract;

"Depot Building Contractor Guarantor"7 means [insert name] (No. [insert registered

number]) whose registered office is at [insert address];

"Depot Building Contractor's Direct Agreement"8 means the agreement in the form

provided in part 1 of schedule E7 (Direct Agreements) dated on or around the date of this

Agreement between RfL, the SP and the Depot Building Contractor providing for, amongst

other things, the ability of RfL to step into the Depot Building Contract;

"Depot Completion Certificate" means the certificate in the form or substantially in the

form of part 7 of schedule C8 (Pro-forma Certificates (Depot)) issued by RfL in accordance

with clause 15.8 stating that the Depot Works have been completed in accordance with

the requirements of this Agreement;

"Depot Completion Date" means the date of issue of the Depot Completion Certificate;

"Depot Completion Notice" means the notice in the form or substantially in the form of

part 9 of schedule C8 (Pro-forma Certificates (Depot)) issued by the SP to RfL in

accordance with clause 15.7 following the issue of the Final Depot Assimilation Certificate;

"Depot Consents Management Plan" has the meaning given to such term in paragraph

4 of part 1 of schedule A5 (Consents);

"Depot Consents Register" has the meaning given to such term in paragraph 2.4 of

part 1 of schedule A5 (Consents);

"Depot Control Room" means the location for control of Unit movements within the

OOC Depot signalling boundary as further defined in the Depot Specification;

"Depot Controller" means the person appointed by the SP to be based in the Depot

Control Room as further defined in the Depot Specification;

"Depot Designer" means the Depot Building Contractor or such other person or persons

as may be appointed from time to time by the SP or the Depot Building Contractor to

design the Depot Works or any part thereof;

"Depot Exception Report" has the meaning given to it in paragraph 1.4(d) of part 3 of

schedule A3 (Contract Management);

"Depot Fixed Assets" means, other than SP Moveable Assets, all mechanical and

electrical equipment, mechanical and electrical systems, installations, buildings and

structures, fencing, trackwork, overhead line equipment, groundworks, foundations,

drainage and buried services, roads, paths, hard standings, earthworks and landscaping

within the Site and including any fixed assets located at the Site on handover of the

relevant Site Area to the SP and which will form part of the OOC Depot for the purposes of

this Agreement;

5 Dependent on Bidder's subcontracting structure.

6 Bidder to populate details, if relevant.



REDACTED VERSION

"Depot Interface Specification"9 means the interface specification appended to the

Depot Specification;

"Depot Longstop Date" means the date 12 months after the relevant Target Depot

Completion Date;

"Depot Moveable Assets" means all of those assets which are necessary or desirable to

provide the full functionality of the OOC Depot which do not form part of the fixtures and

fittings within the Site and are not SP Moveable Assets and are indicated as such in the

Depot Asset Register;

"Depot Operations Plan" means the plan detailing the day-to-day operations at the

OOC Depot during the Services Period including in respect of the organisation of staff in

the depot command and control structure; management of train movements; liaison with

Network Rail; facilities management; relationship with neighbours; emergency response

arrangements and security arrangements;

"Depot Operator" means the operator of the OOC Depot with primary responsibility for

buildings, site and facilities management, including site security and maintenance, being

at all times a separate entity from the SP;

"Depot Physical Completion Certificate" means the written statement issued by RfL or

its nominee in the form or substantially in the form of part 5 of schedule C8 (Pro-forma

Certificates (Depot)) confirming that the Depot Works in whole are Physically Complete;

"Depot Power Consumption Adjustment" or "DPCA" has the meaning given to such

term in paragraph 1.1 of schedule E2 (Payment Mechanism);

"Depot Power Supply System" means all of the electricity connection, transmission and

conduction equipment and systems to be installed by the SP in accordance with the Depot

Technical Requirements and this Agreement;

"Depot Safety Management System" has the meaning given to such term in the Depot

Specification;

"Depot Section" means Depot Section A, Depot Section B or Depot Section C (as the

context may require) and "Depot Sections" means all or any combination of them;10

"Depot Section A" means the shaded part of the Depot Works plan entitled "Depot

Section A" in part 1 of schedule C6 (Depot Sections) comprising the assets indicated as

being part of Depot Section A in the table in part 2 of schedule C6 (Depot Sections);

"Depot Section B" means the shaded part of the Depot Works plan entitled "Depot

Section B" in part 1 of schedule C6 (Depot Sections) comprising the assets indicated as

being part of Depot Section B in the table in part 2 of schedule C6 (Depot Sections);

"Depot Section C" means the shaded part of the Depot Works plan entitled "Depot

Section C" in part 1 of schedule C6 (Depot Sections) comprising the assets indicated as

being part of Depot Section C in the table in part 2 of schedule C6 (Depot Sections);

"Depot Section C&I Certificate" means a certificate in the form or substantially in the

form of part 2 of schedule C8 (Pro-forma Certificates (Depot)) issued by RfL evidencing

that Commissioning and Integration activities in respect of a Depot Section have been

completed;

9 CRL is aware that there are certain conflicts between the Depot Interface Specification and the Headlease/

Supplemental Headlease in relation to access and maintenance obligations. It is likely that the Headlease/

Supplemental Headlease will be amended to reflect the position in the Depot Interface Specification.

10 The number and description of the Depot Sections will depend on the agreed design for the OOC Depot.

REDACTED VERSION

"Depot Section Physical Completion Certificate" means the written statement in the

form or substantially in the form of part 1 of schedule C8 (Pro-forma Certificates (Depot))

issued by RfL or its nominee in respect of a Depot Section or CTOC Area confirming that

Physical Completion of that Depot Section or CTOC Area has taken place and includes a

list of any Minor Outstanding Items issued with or attached to such written statement or

certificate;

"Depot Signalling and Systems" means the signalling and related systems (including

the DPS) at the OOC Depot which control the movement of the Units (as described in the

Depot Specification) to be operated by the Depot Controller;

"Depot Specification" means the output specification of the OOC Depot contained in

schedule C1 (Depot Specification) including the SP's obligations set out in the Depot

Interface Specification;

"Depot TAP" has the meaning given to such term in paragraph 1.2 of part 3 of schedule

A4 (Assurance);

"Depot Technical Case" means each technical case to be produced by the SP in respect

of each part of the Depot Specification which relates to systems and integration including

signalling, communication and power and any other aspect required by RfL, as set out in

the Depot TAP and in accordance with the Depot Technical Case Plan;

"Depot Technical Case Plan" means the plan to be produced by the SP setting out how

and when the SP will produce and deliver the Depot Technical Case as referred to in

paragraph 2 of part 3 of schedule A4 (Assurance);

"Depot Technical Requirements" means together the Depot Specification and the SP

Depot Proposal;

"Depot Works" means the permanent and temporary works required for the design,

construction, commissioning, testing, integration, assimilation and completion of the OOC

Depot contained in the Depot Technical Requirements;

"Depot Works Consents Co-ordinator" has the meaning given to such term in

paragraph 3 of schedule A5 (Consents);

"Depot Works Management Plan" has the meaning given to such term in paragraph 12

of part 1 of schedule A3 (Contract Management);

"Depot Works Programme" means the programme (including, where more practicable

or appropriate having regard to the nature of the information to be shown, supporting

tables or schedules) for the Depot Works and for any investigations to be carried out in

connection therewith;

"Depot Works Progress Report" has the meaning given to such term in paragraph 1.4


"Depot Works Quality Management Plan" has the meaning given to such term in

paragraph 10 of part 1 of schedule A3 (Contract Management);

"Design Data" means all or any plans, specifications, drawings, graphs, sketches,

surveys, models and other documents prepared or to be prepared by or on behalf of the

SP relating to the Depot Works and the operation and maintenance of the OOC Depot;

"Design Freeze Date" means the date in the column entitled "Design Freeze Date" in

the table in appendix A to part 2 of schedule A4 (Assurance) corresponding to a particular

Permitted Design Change being the final date on which RfL may instruct such change to

the SP's designs as a Permitted Design Change under clause 17.8;

REDACTED VERSION

"Designated Body"11 or "DeBo" means [company name] (No. [company number]) a

company incorporated in England whose registered office is at [registered address],

appointed by the SP as a designated body in accordance with the Interoperability

Regulations, or any alternative body approved by RfL;

"Designated Delivery Location" means the location at which Provisional Acceptance of

a Unit or Equipment Acceptance of an item of Equipment is intended to occur as notified

by RfL pursuant to clause 21.1(d) or such other location as may be agreed in writing

between the Parties;

"Detailed Depot Design" has the meaning given to such term in paragraph 8 of part 3

of schedule A4 (Assurance);

"Diagram" means the description of each railway service to be operated by the CTOC

consistent with the Train Plan Parameters set out in schedule D2 (Diagrams) as at the

date of this Agreement and as definitively set out in the Train Plan from time to time in

accordance with the terms of this Agreement;

"Direct Agreements"12 means each of the Depot Building Contractor's Direct Agreement,

the Train Maintainer's Direct Agreement, the Train Carried Signalling Equipment

Subcontractor's Direct Agreement and the DOO CCTV Supplier's Direct Agreement which

include warranties relating to work undertaken and step-in rights, as appropriate;

"Direct Losses" means all Losses excluding Indirect Losses;

"Direct Shareholder(s)" means that person or those persons having beneficial title to

the shares of any class in the SP;

"Disclosed Contracts" means, together, the contracts and documents listed in schedule

A16 (Disclosed Contracts);

"Disclosed Data" has the meaning given to such term in clause 63.3;

"Discount Rate" means [to be inserted]13 per cent.;

"Discriminatory Change in Law" means a Change in Law:

(a) the terms of which apply expressly to:

(i) the Project and not similar projects;

(ii) the SP and not to other persons; or

(b) which specifically refers to:

(i) the design, manufacturing, supply, testing, commissioning approval or

maintenance of rolling stock; or

(ii) the design, construction, fit-out, commissioning, operation or maintenance

of a maintenance railway depot;

"Dispute" means a dispute or difference of whatsoever nature between RfL and the SP in

relation to the formation, operation or interpretation of, or otherwise in connection with,

or arising out of, this Agreement;

11 Bidder to propose.


13 To be inserted by Bidders.

REDACTED VERSION

"Dispute Resolution Procedure" is the procedure for resolving Disputes set out in

schedule A9 (Dispute Resolution Procedure);

"DOO" has the meaning given to such term in the Train Technical Specification;

"DOO CCTV Additional Spares" means additional DOO CCTV Spares ordered or to be

ordered by RfL in accordance with paragraph 3.1(d) of part 1 of schedule D1

(Maintenance Services);

"DOO CCTV Initial Spares" means an initial stock of DOO CCTV Spares sufficient to

provide twenty four (24) months of scheduled maintenance and repair of the DOO CCTV

Station Subsystem in accordance with the Manuals to be provided free of charge by the

SP to RfL and which are set out in Part 3 of schedule B3 (Spares and Special Tools);

"DOO CCTV Initial Spares Acceptance Certificate" means a certificate in the form or

substantially in the form of part 9 of schedule B5 (Pro-forma Certificates (Units)) for

Acceptance of the DOO CCTV Initial Spares;

"DOO CCTV Preliminary TAP" has the meaning given in paragraph 1.1(b) of part 2 of

schedule A4 (Assurance);

"DOO CCTV Spares" means all spare parts of any description including, consumables,

parts and assemblies required in connection with the Station Proprietary Items as set out

in part 3 of schedule B3 (Spares and Special Tools) and which shall comply with the Train

Technical Requirements and this Agreement;

"DOO CCTV Special Tools" means those items of equipment necessary for testing the

DOO CCTV System (including all software required to support the testing), fault diagnosis,

maintenance and repair of the DOO CCTV Station Subsystem including as required to

send, receive, process, configure, print and interpret data produced by the DOO CCTV

System in the numbers and specifications set out in part 4 of schedule B3 (Spares and

Special Tools);

"DOO CCTV Special Tools Acceptance Certificate" means a certificate in the form or

substantially in the form of part 11 of schedule B5 (Pro-forma Certificates (Units));

"DOO CCTV Station Subsystem" means the elements of DOO CCTV System to be

located at an On-Network Station or a Central Section Station (as the case may be),

including, but not limited to, trackside/platform elements such as radiating elements,

transmission equipment and video processing equipment;

"DOO CCTV Station Subsystem Application Design" means the detailed designs,

equipment layout design, cable routing and termination designs and all other design

activities required to enable installation and testing of the entire DOO CCTV Station

Subsystem (including the quantity of station situated cameras and their positioning) for

each of the Crossrail Stations to be carried out by or on behalf of RfL in accordance with

the Generic DOO CCTV System Design provided by the SP;

"DOO CCTV Supplier" means [insert name] (No. [insert registered number]) whose

registered office is at [insert address];14

"DOO CCTV Supplier's Direct Agreement" means the agreement in the form provided

in part 4 of schedule E7 (Direct Agreements) dated on or around the date of this

Agreement between RfL, the SP and the DOO CCTV Supplier providing for, amongst other

things, the ability of RfL to step into the DOO CCTV System Subcontract;

14 Bidders to populate.

REDACTED VERSION

"DOO CCTV System" means the end-to-end DOO CCTV system comprising the DOO

CCTV System Plant and Materials relating to the DOO CCTV Unit Subsystem and DOO

CCTV Station Subsystem;

"DOO CCTV System Plant and Materials" means the Proprietary Items, the Non

Proprietary Items and the General Items;

"DOO CCTV System Subcontract" means the Subcontract to be entered into between

the SP and the DOO CCTV Supplier under which the DOO CCTV Supplier agrees to supply

the DOO CCTV Unit Subsystem and the Station Proprietary Items and related items and

services;

"DOO CCTV System Tests" means the tests to be carried out relating to the DOO CCTV

System set out in paragraph 3.33.1 of the schedule of tests in part 3 of schedule B4

(Testing (Units));

"DOO CCTV Training Materials" has the meaning given to that term in clause 19.3 of

this Agreement;

"DOO CCTV Unit Subsystem" means the train-carried elements of the DOO CCTV

System;

"DOO CCTV Unit Subsystem Application Design" means the detailed designs,

equipment layout design, cable routing and termination designs and all other design

activities required to enable installation and testing of the entire DOO CCTV Unit

Subsystem, to be prepared by or on behalf of the SP;

"DOO CCTV Works" means the design, manufacture, testing, commissioning and supply

of the Station Proprietary Items and the production of the Generic DOO CCTV System

Design to be carried out by the SP pursuant to this Agreement in accordance with the

Train Technical Requirements;

"DPA" means the Data Protection Act 1998;

"DPS" means the depot protection system at the OOC Depot (as described in the Depot

Specification);

"EC Declaration of Conformity or Suitability for Use" has the meaning given to such

term in the Interoperability Regulations;

"ECS Movement(s)" or "Empty Coaching Stock Movement(s)" means the movement

of empty, out-of-service Units from one location to another;

"Eligible Changes" has the meaning given to it in schedule E10 (Open Book

Accounting);

"Emergency Change" has the meaning given to it in paragraph 1.3 of part 1 of schedule

A8 (Change Procedure);

"Employee Liability Information" means the employee liability information required to

be provided pursuant to regulation 11 of TUPE;

"Employment Losses" means all Losses which are either: (a) connected with

employment or an employment relationship (or the termination thereof); or (b) suffered

by RfL as a result of indemnifying a Future Service Provider on terms substantially similar

to the indemnities given by the SP in clauses 54.7 and 54.9;

REDACTED VERSION

"Entry Point" means, in respect of a Unit, the place in a Diagram where such Unit is to

enter service in accordance with the Train Plan and as indicated on the plans appended to

part 2 (Train Plan Parameters) of schedule D1 (Maintenance Services);

"Entry Time" means, in respect of a Unit, each time at which such Unit is to enter

service, as set out in the Train Plan;

"Environment" means all gases, air, vapours, liquids, water (whether above or below

surface and including controlled waters as defined in section 104(1) of the Water

Resources Act 1991 and within drains and sewers), land, property, surface and sub-

surface soils, rocks, flora, fauna and other living organisms including man, wetlands,

ecosystems and all other natural resources or part thereof including artificial or man-made

buildings, structures or enclosures and electricity and human health and

"Environmental" shall be construed accordingly;

"Environmental Damage" means any material injury or damage to the Environment

resulting from the discharge, emission, escape or migration of any substance, energy,

noise or vibration;

"Environmental Laws" means all Applicable Laws and Standards and all orders,

regulations, ordinances, decrees or regulatory codes of practice, circulars, guidance notes

and equivalent controls relating to or concerning the Environment;

"Environmental Minimum Requirements" or "EMRs" means the requirements set out

in the following documents:

(a) Environmental Minimum Requirements – General Principles – Version 5.0 – dated

22 July 2008, paragraphs 1.5 and 3.6 to 3.10;

(b) EMR Annex 2 – Planning Memorandum – Draft 4.0 – dated 2 November 2007; and

(c) the Undertakings;

"Environmental Statement" means the Crossrail Environmental Statement prepared for

the purposes of the Crossrail Act including all addenda and supplementary statements;

"Equipment" means the Simulator, the Spares, the Special Tools and the Station

Proprietary Items;

"Equipment Acceptance" means, in relation to the Simulator, the Spares, the Special

Tools, the DOO CCTV Initial Spares, the DOO CCTV Special Tools and the Station

Proprietary Items, that any such item complies fully with the relevant Equipment

Acceptance Criteria as evidenced by and occurring upon the issue of a Simulator

Acceptance Certificate, a Spares Acceptance Certificate, a Special Tools Acceptance

Certificate, a DOO CCTV Initial Spares Acceptance Certificate, a DOO CCTV Special Tools

Acceptance Certificate or a Station Proprietary Items Acceptance Certificate (as the case

may be) for that item of Equipment and "Equipment Accepted" shall be construed

accordingly;

"Equipment Acceptance Criteria" means the criteria in clause 21.9(b) setting out the

requirements to be satisfied in order for the Simulator, the Spares, the Special Tools and

the Station Proprietary Items, to achieve Acceptance;

"Equipment Acceptance Tests" means those tests to be carried out by the SP to

demonstrate compliance of each item of Equipment, each DOO CCTV Special Tool and

each DOO CCTV Initial Spare with the relevant parts of the Train Technical Specification in

accordance with schedule B4 (Testing (Units));

REDACTED VERSION

"Escrow Agent" means the National Computing Centre or any successor or replacement

to all or any of its functions;

"Escrow Agreement" means an agreement in the form or substantially in the form set

out in part 1 of schedule A10 (Intellectual Property Rights) between the SP, RfL and the

Escrow Agent;

"Escrow Material" has the meaning given to such term in clause 57.18(b);

"Escrow Release Events" means those release events designated as such in the Escrow

Agreement;

"ETCS" has the meaning given to such term in the Train Technical Specification;

"European Vehicle Number" or "EVN" has the meaning given to such term in the

Interoperability Regulations;

"Event of Delay" means any event the effect of which is to cause a delay to the Depot

Works Programme;

"Exemption Order" means the Railways (Class and Miscellaneous Exemptions) Order

1994;

"Existing Consents" means those CRL Consents which are in effect at the

Commencement Date listed in part 2 of schedule A5 (Consents);

"Exit Point" means, in respect of a Unit, the place in a Diagram where such Unit comes

out of service in accordance with the Train Plan and as indicated on the plans appended to

part 2 (Train Plan Parameters) of schedule D1 (Maintenance Services);

"Exit Time" means the time set out in the Train Plan when that Unit is scheduled to come

out of service at the relevant Exit Point;

"Exit Transfer Date" has the meaning given to such term in clause 54.4;

"Expiry Date" has the meaning given to such term in clause 3.2;

"Exterior Features" means those elements of the visible exterior design of the Vehicles

(including branding, the overall shape, form and configuration and constituent parts

thereof) that are original and distinctive (meaning not commonplace in the relevant

design field);

"Exterior Features IPR" means any and all SP IPR, Key Subcontractor IPR and Third

Party IPR as may be developed, used, acquired or licensed in relation to or exist in the

Exterior Features;

"Exterior Heavy Clean" has the meaning given to such term in paragraph 6.2 of part 1

of schedule D1 (Maintenance Services);

"Exterior Heavy Clean Benchmark" has the meaning given to such term in paragraph

6.2 of part 1 of schedule D1 (Maintenance Services);

"Extra Costs" has the meaning given to such term in clause 21.7(d);

"Factory Acceptance Tests" has the meaning given to such term in paragraph 3.1 of

part 1 of schedule B4 (Testing (Units));

"Failure" has the meaning given to such term in paragraph 1.1 of schedule E3

(Performance Regime);

REDACTED VERSION

"Fair Wear and Tear" means in respect of a Unit or item of Equipment the fair and

ordinary wear and tear of that Unit or item of Equipment which occurs in the course of the

use and operation of such Equipment in accordance with the Permitted Use, the

Maintenance Plan and the Manuals;

"Fault" means in relation to a Unit or item of Equipment, that the Unit or item of

Equipment is not Fault Free;

"Fault Free" means, in relation to any asset or service to be provided under this

Agreement (including the Units, Equipment, Parts and Spares):

(a) that it complies with all applicable requirements and provisions of this Agreement

including the Technical Requirements;

(b) that it complies with all Applicable Laws and Standards, Relevant Approvals or, to

the extent that there is non-compliance with any Applicable Laws and Standards,

that there is a valid derogation from such Applicable Laws and Standards;

(c) where the item is a Unit, that it is fit for operation and/or use in Unrestricted

Passenger Revenue Earning Service and all Relevant Approvals have been obtained

in respect of that Unit; and

(d) where the item is a Part, a Spare or any other major component, that if such Part,

Spare or other major component is incorporated into a Unit, such incorporation

does not prevent such Unit from complying with limbs (a), (b) and (c) above;

"Fault Notification Procedure" has the meaning given to such term in clause 26.5;

"FGW" means First Greater Western Limited (No. 05113733) a company incorporated in

England whose registered office is at Milford House, 1 Milford Street, Swindon, Wiltshire

SN1 1HL (or any successor to its function from time to time);

"Final Acceptance" means, in respect of each Unit, that the Unit complies with the Final

Acceptance Criteria as evidenced by and occurring upon the issue of a Final Acceptance

Certificate for that Unit;

"Final Acceptance Certificate" means a certificate in the form or substantially in the

form of part 4 of schedule B5 (Pro-forma Certificates (Units)) issued by RfL in respect of

any Unit;

"Final Acceptance Criteria" means the criteria required to be satisfied in order to

achieve Final Acceptance of a Unit in accordance with clause 21 (Delivery and Acceptance

of Units and Equipment);

"Final Acceptance Deduction" or "FAD" has the meaning described in paragraph 1.1


"Final Depot Assimilation Certificate" means the certificate in the form or

substantially in the form of part 4 of schedule C8 (Pro-forma Certificates (Depot)) issued

by RfL in accordance with clause 15 (Physical Completion, Commissioning, Integration and

Assimilation of OOC Depot) evidencing the completion of the Commissioning, Integration

and Assimilation activities in respect of the final Depot Section in accordance with this

Agreement;

"Fit for Service" has the meaning set out in appendix 1 to part 1 of schedule D1


"Fit to Remain in Service" has the meaning set out in appendix 1 to part 1 of schedule

D1 (Maintenance Services);

REDACTED VERSION

"Fit to Run" has the meaning set out in appendix 1 to part 1 of schedule D1


"Fixed Price Quotation" means a fixed price provided by the SP to RfL for any Change

in Costs which may consist of a single lump sum payment, a number of payments or a

change to the Service Payments or the Milestone Payments;

"Fleet" means the Units to be provided pursuant to this Agreement excluding any Option

Units;

"Fleet Acceptance" means satisfaction of the Fleet Acceptance Criteria;

"Fleet Acceptance Certificate" means a certificate in the form or substantially in the

form of part 5 of schedule B5 (Pro-forma Certificates (Units)) issued by RfL in respect of

the Fleet as to compliance by the Fleet with the Fleet Acceptance Criteria;

"Fleet Acceptance Criteria" means those criteria indicated as such set out in clause

21.8(c);

"Fleet Acceptance Deduction" or "FLAD" means the amount calculated in accordance

with paragraph 2.7 of schedule E2 (Payment Mechanism);

"Fleet MDBSAF Target" has the meaning given to such term in clause 21.8(c)(iii);

"FLU" or "Full Length Unit" means a Unit not exceeding 205 metres in length as further

defined in the Train Technical Requirements;

"FOI Information Request" means a request under the FOI Legislation for information

recorded in any form held by RfL or held by the SP on behalf of RfL;

"FOI Legislation" means the Freedom of Information Act 2000, all regulations made

under it and the Environmental Information Regulations 2004 and any amendment or re-

enactment of any of them and any guidance issued by the Information Commissioner in

relation to such Legislation;

"Force Majeure Event" means the occurrence after the date of this Agreement of:

(a) war, civil war, armed conflict or acts of terrorism; or

(b) nuclear, chemical or biological contamination unless the source or cause of the

contamination is the result of the actions of the SP; or

(c) pressure waves caused by devices travelling at supersonic speeds,

which directly cause either Party to be unable to comply with all or a material part of its

obligations under the Project Documents;

"Free Issue Materials" means those materials (if any) which RfL will issue to the SP for

inclusion in the Units which RfL will provide and incorporate at RfL's cost on the basis set

out in clause 16.4 and the Train Technical Specification;

"Full Deployment Date" means the earliest date on which all of the Units in the Fleet

have achieved Provisional Acceptance or Qualified Provisional Acceptance;

"Future Service Provider" means the entity or entities (not being RfL) which, at the

termination of the Concession, may be appointed by RfL to perform any service equivalent

to any of the obligations required to be performed by the SP (or any Key Subcontractor or

Subcontractor) under the Project Documents immediately after expiry or earlier

termination of this Agreement;

REDACTED VERSION

"General Change in Law" means a Change in Law which is not a Discriminatory Change

in Law;

"General Items" means those items of plant and machinery relating to the DOO CCTV

System which are not required to meet a specification prepared by the SP, including but

not limited to fixings and brackets, and which are neither Proprietary Items nor Non-

Proprietary Items;

"Generally Approved Additional Service" means any Additional Service carried out, or

to be carried out, the cost of which is less than the threshold set out in paragraph 3.3(a)

of part 1 of schedule D1 (Maintenance Services) and which satisfies the requirements set

out therein;

"Generic DOO CCTV System Design" means the generic design of the DOO CCTV

Station Subsystem to be provided by the SP pursuant to this Agreement and which is to

apply for each Central Section Station and each On-Network Station and which shall

achieve the design objectives set out in appendix N to schedule B1 (Train Technical

Specification) including any and all applicable design and installation rules (excluding

details of the number of station situated cameras and their positions other than to the

extent set out in the Train Technical Specification);

"Gidea Park Stabling Site" means the sidings at Gidea Park for stabling Units as

described in schedule C5 (Maintenance/Stabling Sites);

"Good Industry Practice" means the exercise by the SP of that degree of skill, care,

diligence, prudence, foresight and practice which would ordinarily be expected of a skilled

and experienced contractor engaged in the relevant discipline required for the relevant

part of the Project;

"Great Western Franchise Operator" means FGW or any replacement train operating

company appointed by the SoS from time to time to operate the Great Western franchise;

"Greater Anglia Franchise Operator" means the train operating company appointed by

the SoS from time to time to operate the Greater Anglia franchise;

"Greater London Authority" or "GLA" means the Greater London Authority, a body

corporate established under the Greater London Authority Act 1999;

"Group" means group undertakings as defined in accordance with section 1161 of the

Companies Act 2006, from time to time and all of them and each of them as the context

admits;

"Guarantee Event" means has the meaning given to such term in clause 47.1(p);

"Guarantor" means [company details of entity providing Parent Company Guarantee];15

"GW Services Change" means an RfL Change which requires the SP to make Units

Available to operate the Revised Services (whether on a temporary or permanent basis);

"GW Services Change Requirements" means those requirements set out in part 6 of


"HAL" means Heathrow Airport Limited (No. 01991017), a company registered in England

whose registered office is the Compass Centre, Nelson Road, Hounslow, Middlesex TW6

2GW;

15 See requirements for Guarantor set out in the IFT.

REDACTED VERSION

"Hand-Back" means the formal handing-back of a Unit by RfL to the SP at the Exit Point

for the relevant Services to be performed on that Unit pursuant to this Agreement and

references to "Handed-Back" shall be construed accordingly;

"Hand-Back Certificate" means the electronic certificate populated by RfL in relation to

the Hand-Back of a Unit;

"Hand-Over" means the formal handing-over of a Unit by the SP to RfL at the Entry

Point following the carrying out of the relevant Services on that Unit pursuant to this

Agreement and references to "Handed-Over" shall be construed accordingly;

"Hand-Over Certificate" means the electronic certificate populated by the SP in relation

to the Hand-Over of a Unit;

"Hazardous Substances" means any item or substance, including a component thereof,

or any preparation or component thereof containing such a substance or combination of

any substances, which:

(a) would cause harm to or have a deleterious effect on the Environment or the

presence of which has to be notified by virtue of any Applicable Laws and

Standards or Environmental Laws to a regulatory authority either particularly or

generally; or

(b) is categorised or listed under any Environmental Laws as being proscribed or

prohibited or restricted or as requiring precautions to be taken in the use or

keeping thereof;

"Headlease" means the lease of the traction maintenance depot premises at Old Oak

Common, London NW10 (HMLR title number BGL 16884) (currently in force) dated 22

February 1996 made between Railtrack Plc (now Network Rail) and Mainline Freight

Limited (then English Welsh & Scottish Railways Limited now DB Schenker Rail (UK)

Limited) which was transferred to SoS, then to TfL, in the form initialled by the Parties as

at the Commencement Date;

"Headlease Covenants"16 means the covenants, agreements and provisions contained in

the Headlease and to be performed and observed on the part of TfL and shall include

those covenants, agreements and provisions to be observed and performed on the part of

TfL which are contained in the documents and matters noted on the register of leasehold

title number BGL16884 as at [enter time and date of the up to date register prior to the

Commencement Date];

"Headway Adjustment" means the adjustment to the Service Payment for any Railway

Period calculated in accordance with paragraph 5.1 of schedule E3 (Performance Regime)

and made in accordance with paragraph 2.2 of schedule E2 (Payment Mechanism);

"Health and Safety File" has the meaning given to such term in clause 11.9;

"Heathrow Express Safety Review Group" means the committee appointed by HAL to

provide an independent review of safety and safety assurance of rail operations on the

Heathrow Spur (or any successor body having equivalent functions);

"Heathrow GE/RT8270 Equivalent" means a set of procedures and processes relating

to route acceptance for railway vehicles on to Railway Infrastructure to apply to the

Heathrow Spur which is similar to the procedure for that which applies to the Network

Sections set out in RGS GE/RT8270, making any necessary changes to take account of the

fact that it relates to the Heathrow Spur including the following:

16 It is anticipated that TfL will grant a sub-lease of the Site to RfL in which case the sub-lease covenants will be

included here and a copy of such sub-lease will be made available to Bidders.

REDACTED VERSION

(a) the Heathrow Spur is not owned by Network Rail;

(b) the IM for the Heathrow Spur in respect of the stations is HEOC (acting by the

Heathrow Express Safety Review Group); and

(c) the IM for the Heathrow Spur in respect of the tunnels and other infrastructure is

Network Rail;

"Heathrow Spur" means that part of the Crossrail Infrastructure indicated as such in

schedule A2 (Crossrail Routes);

"Heathrow Spur Statement of Compatibility" means the equivalent of the Network

Statement of Compatibility in respect of the operational compatibility of the Units with the

Heathrow Spur and of the Units and existing rolling stock operating on the Heathrow

Spur;

"Heathrow Spur Works" means the works to upgrade and develop certain parts of the

Heathrow Spur;

"HEOC" means Heathrow Express Operating Company Limited (No. 03145133) whose

registered office is The Compass Centre, Nelson Road, Hounslow, Middlesex TW6 2GW;

"Holding Company" has the meaning given to such term in section 1159 of the

Companies Act 2006, save that for the purposes of determining whether one entity is a

Holding Company of another, any transfer of shares by way of security or to a nominee of

the transferor shall be disregarded;

"HS2" means High Speed Two (HS2) Limited, a company limited by guarantee registered

in England under company number 06791686 whose registered office is at Eland House,

Bressenden Place, London SW1E 5DU;

"HS2 Project" means the proposed phased project for the development, design,

procurement, construction, commissioning, integration and completion of a railway

transport system capable of operating high speed services between London and the West

Midlands and potentially beyond;

"HSE" means the Health and Safety Executive;

"HSWA" means the Health and Safety at Work Act 1974;

"HVAC" has the meaning given to such term in the Train Technical Specification;

"Ilford Access Date" means the date indicated as "Ilford Access" set out in the Project

Programme;

"Ilford Depot"17 means the light maintenance depot operated by the Greater Anglia

Franchise Operator to be provided to the SP for light maintenance and stabling Units in

accordance with clause 30.8 and schedule C5 (Maintenance/Stabling Sites);

"IM" or "Infrastructure Manager" means the person taking on the role of

infrastructure manager in respect of Railway Infrastructure under ROGS;

"Immediately Effective Clauses"18 means clauses 1 (Definitions and Interpretation), 2

(Grant and Commencement of Concession), 4 (Representations and Warranties), 45

(Indemnities), 57 (Intellectual Property Rights), 58 (Notices), 59 (Dispute Resolution

17 Currently drafted on the assumption that the Bidder opts to include Ilford Depot in maintenance solution.

18 To be confirmed when Agreement finalised.

REDACTED VERSION

Procedure), 62 (Confidentiality), 63 (Sole Remedy and Disclaimer) and 64

(Miscellaneous);

"In Service Support Procedure" has the meaning given to such term in clause 26.4;

"Indemnified Parties" means:

(a) RfL;

(b) CRL;

(c) the CTOC;

(d) TfL; and

(e) SoS for the purposes of schedule A7 (Undertakings),

and, in each case, all or any of their respective Affiliates, servants, agents, officers,

employees, contractors and subcontractors;

"Indemnifying Party" means a Party that has agreed under the terms of this

Agreement to indemnify another person on the basis set out in this Agreement;

"Indexation Base Month" means January 2012;

"Indexed" means indexed in accordance with clause 1.2(n);

"Indirect Losses" means loss of profits, loss of use, loss of production, loss of business,

loss of business opportunity, consequential loss and for indirect loss of any nature;

"Indirect Shareholder(s)" means that person or those persons owning shares of any

class in the Direct Shareholder(s);

"Industry Standards" means all the laws, rules, regulations, guidance, directions,

recommendations and instructions, including codes of practice and conduct which have

the force of law or with which it is generally accepted within the rail industry in the United

Kingdom that it is good practice to comply, relating to the performance of this Agreement

and/or applicable to the Units, the Equipment, the OOC Depot or the Services which are

or have been issued by the Regulator, Network Rail, the Railway Safety Directorate, HSE,

the Safety Authority, a Notified Body, a Designated Body, ATOC, RSSB (in each case to

the extent acting in its capacity as a relevant authority under the Applicable Laws and

Standards) or any other Competent Authority or other person from time to time legally

authorised to set standards in respect of the rail industry and shall include Railway Group

Standards, Network Rail Standards, the Rule Book, TSIs, Notified National Technical Rules

and/or any equivalent standard or any standard amending, replacing or superseding any

of the foregoing;

"Ineffective" and "Ineffectiveness" have the meanings given to such terms in the

Utilities Contracts Regulations and shall be construed accordingly;

"Initial Change Appraisal" has the meaning given to such term in paragraph 2.1 of part

1 of schedule A8 (Change Procedure);

"Initial Claim Appraisal" has the meaning given to such term in paragraph 1.1 of part 4

of schedule A8 (Change Procedure);

"Initial Spares" means those Spares to be supplied by the SP and Accepted by RfL

under clause 21.9 of this Agreement in the numbers and specifications set out in part 1 of

schedule B3 (Spares and Special Tools);

REDACTED VERSION

"Initial Special Tools" means those Special Tools to be supplied by the SP in the

numbers and specifications set out in part 2 of schedule B3 (Spares and Special Tools);

"Insolvency Event" means any of the following (or any procedures or proceedings which

are analogous thereto):

(a) a court order is made or a resolution passed for the winding-up of a body (other

than a winding-up whilst solvent for the purpose of amalgamation or

reconstruction);

(b) an administrator is appointed over any part of the material assets of a body or an

administration order is made in respect of a body;

(c) any receiver or manager in respect of a body is appointed or possession is taken by

or on behalf of any creditor of any property that is the subject of a charge; or

(d) a voluntary arrangement is made for a composition of debts or a scheme of

arrangement is approved under the Insolvency Act 1986 or Companies Act 2006

respectively in respect of a body;

"Insurance Proceeds Account" means the account to be maintained in accordance with

clause 46.22;

"Insurance Term" means any terms and/or conditions required to be in a policy of

insurance by clause 46 (Insurance) and/or schedule E9 (Insurance) but excluding any

risk;

"Insurance Undertaking" has the meaning given to it in the rules from time to time of

the Financial Services Authority;

"Insurances" means the insurances which the SP is required to maintain, or to procure

the maintenance of, pursuant to clause 46 (Insurance);

"Integration" means the testing of, and performance of trials upon, the various

elements constituting the infrastructure of the OOC Depot (either singly or in

combination) and the test or performance of trials involving the operation of the Depot

Signalling and Systems both within a Depot Section and between Depot Sections but with

the relevant Depot Works isolated from the Network;

"Interim Depot Assimilation Certificate" means the certificate to be issued by RfL in

the form or substantially in the form of part 3 of schedule C8 (Pro-forma Certificates

(Depot)) in accordance with clause 15 (Physical Completion, Commissioning, Integration

and Assimilation of OOC Depot) evidencing the completion of the Commissioning,

Integration and Assimilation activities in respect of a Depot Section in accordance with

this Agreement;

"Interior Features" means those elements of the visible interior design of the Vehicles

(including the overall internal layout, seating positions, fittings, "look and feel" and

branding) that are original and distinctive (meaning not commonplace in the relevant

design field);

"Interior Features IPR" means any and all SP IPR, Key Subcontractor IPR and Third

Party IPR as may be developed, used, acquired or licensed in relation to or exist in the

Interior Features;

"Interior Daily Clean" has the meaning given to such term in paragraph 7.2 of part 1 of


REDACTED VERSION

"Interior Daily Clean Benchmark" has the meaning given to such term in paragraph


"Interior Heavy Clean" has the meaning given to such term in paragraph 7.1 of part 1


"Interior Heavy Clean Benchmark" has the meaning given to such term in paragraph


"Interoperability Regulations" means the Railways (Interoperability) Regulations

2011;

"Invitation to Negotiate" or "ITN" means the invitation to negotiate issued by RfL

dated [ ] April 2013 inviting pre-qualified bidders to submit tenders for the award of the

Concession;

"Invoice Date" means the date on which the SP provides to RfL a written invoice

detailing all amounts due and payable under the relevant paragraphs of schedule E6

(Termination Payments);

"IPR" means all rights in or in relation to any and all patents, utility models, trade and

service marks, rights in designs, get‑up, trade, business or domain names, copyrights,

topography rights (whether registered or not and any applications to register or rights to

apply for registration of any of the foregoing), rights in inventions, know-how, trade

secrets and other confidential information, rights in databases and all other intellectual

property rights of a similar or corresponding character which may now or in the future

subsist in any part of the world;

"IPR Assets" means the Technical Documents, the Service Records and the Software

(including its Source Code);

"IPR Claim" has the meaning given to such term in clause 57.13;

"Joint Proving Tests" has the meaning given to such term in paragraph 7.1 of part 1 of


"Key Component" means those key components of the Units and Equipment listed in the

table in clause 22.2(a);

"Key Posts" means those key roles within the SP organisation listed in appendix 1 to

part 1 of schedule A3 (Contract Management) to be undertaken only by persons approved

by RfL in advance in accordance with paragraph 3 of part 1 of schedule A3 (Contract

Management);

"Key Subcontractor IPR" means the IPR, whether existing at the date of this

Agreement or arising hereafter, that is owned by the Train Maintainer or the Depot

Building Contractor, or any Affiliate of any of them;

"Key Subcontractors" means the counterparties to the Key Subcontracts;

"Key Subcontracts"19 means the TSA Subcontract, the Depot Building Contract, the DOO

CCTV System Subcontract and the Train Carried Signalling Equipment Subcontract, in

each case in the agreed form;

"Land Compensation" means all amounts properly paid or payable to third parties for

the value of land or an interest in land taken, disturbance (including compensation in

consequence of dispossession or displacement from land and including amounts payable


REDACTED VERSION

pursuant to sections 28, 37(5) and 43 of the Land Compensation Act 1973), severance or

injurious affection and also including allowable professional fees, stamp duty, land

registration fees and conveyancing costs in respect of the acquisition of land or an interest

in land or for use of land for the Site (whether pursuant to a purchase by compulsion or

private treaty or otherwise) and including statutory or agreed interest, but excluding

Works Compensation and Operational Compensation;

"Land Remediation Relief" means relief for remediation of contaminated or derelict

land pursuant to Part 14 of the Corporation Tax Act 2009 or any equivalent or similar

relief introduced as a successor to such relief;

"Law" means any Legislation or common law of the United Kingdom, any exercise of the

Royal Prerogative, and any enforceable community right within the meaning of section 2

of the European Communities Act 1972 in each case enforceable in the United Kingdom or

any other principles of law or equity established by the Courts;

"Legislation" means any Act of Parliament or subordinate legislation within the meaning

of section 21(1) of the Interpretation Act 1978, any exercise of the Royal Prerogative, and

any enforceable community right within the meaning of section 2 of the European

Communities Act 1972 in each case enforceable in the United Kingdom (and including any

modification, amendment or re-enactment of such Legislation from time to time and any

instruments, orders or regulations made pursuant thereto);

"LHR" means LHR Airports Limited, a company registered in England under company

number 01970855 whose registered office is at The Compass Centre, Nelson Road,

Hounslow, Middlesex TW6 2GW and/or its Associated Companies, as appropriate. Any

reference in this Agreement to "BAA Airports Limited", "BAA Limited" or "BAA plc" (each a

previous company name of LHR) shall be construed as LHR for the purposes of the

Agreement;

"Licence Period" means, in relation to any Site Area, the period commencing on the

respective Site Access Date and expiring on the Expiry Date or the Termination Date (if

earlier);

"London Survey Grid" has the meaning given to such term in paragraph 5.2(a) of part 5

of schedule C4 (Works Information);

"Losses" means any claims, proceedings, losses, liabilities, suits, judgements, costs,

expenses, Taxes, penalties or fines whether arising under statute, contract or at common

law;

"LUL" means London Underground Limited (No. 01900907) whose registered office is at

55 Broadway, London SW1H 0BD and who is responsible for delivering specific Crossrail

works at Bond Street and Tottenham Court Road Underground Stations;

"Maidenhead Stabling Site" means the sidings at Maidenhead for stabling Units as


"Maintenance Plan" has the meaning given to such term in paragraph 1.4 of part 1 of


"Maintenance/Stabling Sites" means the Ilford Depot and the Stabling Sites;

"Maintenance Technical Requirements" means, together:

(a) part 1 of schedule D1 (Maintenance Services);

(b) the Train Plan Parameters;

REDACTED VERSION

(c) the Maintenance Plan;

(d) the Manuals;

(e) the Preparation, Presentation and Hand-Back Procedure;

(f) the In-Service Support Procedure;

(g) the Fault Notification Procedure;

(h) the Services Management Plan; and

(i) the Depot Operations Plan;

"Major Depot Change " means an RfL Change which requires:

(a) a material change to the Depot Works or the OOC Depot; and/or

(b) a material change to the SP's use of the Depot Works or the OOC Depot; and/or

(c) the relocation of the OOC Depot to a different location (including to the Alternative

Depot) whether on a temporary or permanent basis;

"Major Equipment Subcontractors" means those Subcontractors which RfL has the

right to approve which are party to the Major Equipment Subcontracts;

"Major Equipment Subcontracts" means those Subcontracts listed in part 2 of

schedule A6 (Subcontracts) which relate to major items to be supplied under this

Agreement;

"Major Incident Adjustment" means the adjustment to the Service Payment for any



Mechanism);

"Management Plans" means together the Train Works Management Plan, the Depot

Works Management Plan and the Services Management Plan;

"Mandatory Modification" means a Modification required by Applicable Laws and

Standards;

"Manuals" means the documents which fully describe how the Units, the Simulator, the

Spares, the Special Tools and the DOO CCTV System should be operated, serviced,

maintained, Repaired and overhauled (including, in the case of the Simulator, any

relocation instructions) to be provided by the SP pursuant to clause 16.5;

"Marginal Unit" means an additional Unit to be operated to fulfil additional Diagrams on

any one day to be operated by RfL or the CTOC in addition to the Units provided for in the

relevant Train Plan;

"Marginal Unit Payment Adjustment" or "MUPA" has the meaning given to such term

in paragraph 1.1 of schedule E2 (Payment Mechanism);

"Mayor" means the Mayor of London from time to time;

"MDBSAF" or "Mean Distance Between Service Affecting Failure" has the meaning

given to such term in the Train Technical Specification;

REDACTED VERSION

"Mileage Adjustment" or "MA" has the meaning given to such term in paragraph 1.1 of

schedule E2 (Payment Mechanism);

"Milestone" means the completion of a specified activity or collection of activities or the

occurrence of an event defined or identified as such in the Schedule of Milestones;

"Milestone Certificate" means the certificate to be issued by RfL in accordance with

paragraph 1.4 of part 2 of schedule E11 (Milestones and Security);

"Milestone Payment" means the sum payable to the SP in respect of each Milestone in

accordance with part 2 of schedule E11 (Milestones and Security);

"Minimum Aesthetic Condition" means the condition described in paragraph 8 of part

1 to schedule D1 (Maintenance Services);

"Minimum Fleet" means 16 Units which shall include at least two FLUs;

"Minimum Simulator Available Hours" has the meaning given to such term in

paragraph 1.1 of schedule E3 (Performance Regime);

"Minimum Simulator Operating Condition" has the meaning given to such term in

paragraph 1.1 of schedule E3 (Performance Regime)20;

"Minor Outstanding Items" means minor defects or items of outstanding work which

do not, in the reasonable opinion of RfL, affect the usability or safe operation of the OOC

Depot;

"Mock-Up" means a mock-up of a Unit to be delivered by the SP in accordance with the

Train Technical Requirements and the terms of this Agreement;

"Modification" means any change, modification or addition to any Unit, Vehicle, item of

Equipment or Station Proprietary Item;

"National Vehicle Register" has the meaning given to such term in the Interoperability

Regulations;

"Network" means the rail network of which Network Rail is the owner and/or operator

and which is situated in Great Britain;

"Network/Central Section Proxy Tests" means those tests carried out on the Units,

Vehicles, Parts, Subsystems, DOO CCTV System, components and technical interfaces

away from the Crossrail Infrastructure using the Proxy Test Facilities to achieve the basic

Network Statement of Compatibility for the Units to be operated on the Crossrail

Infrastructure (including the CS Statement of Compatibility) as set out in the Agreed

Testing Strategy and Agreed Schedule of Tests. This will include:

(a) all testing to produce the basic Network Statement of Compatibility to the

satisfaction of the Notified Body and the Designated Body;

(b) all testing to demonstrate the functionality required pursuant to the requirements

of this Agreement; and

(c) all type testing of the interfaces with the different signalling systems of the

Crossrail Infrastructure, ETCS, the PED systems and the DOO CCTV System at all

speeds up to and including the maximum operational speed of the relevant system;

20 Bidders to note that there will be an input requirement for the SP to clean the Simulators every seven days to the

Unit interior clean standard whilst located at OOC Depot; breach would entitle RfL to procure a third party to carry

this out at the SP's cost.

REDACTED VERSION

"Network Rail" or "NR" means Network Rail Infrastructure Limited (No. 2904587) a

company incorporated in England and Wales whose registered office is at Kings Place, 90

York Way, London, N1 9AG and includes any successor or subsidiary or subsidiaries to the

functions of Network Rail Infrastructure Limited or any relevant part thereof;

"Network Rail Standards" means to the extent applicable to the Units, the Simulator,

the Spares, the Special Tools and the OOC Depot those operational and engineering

standards published by Network Rail associated with the safe interworking of the

operation of rolling stock or depots with Network Rail's facilities or infrastructure;

"Network Rail's Cumulo" means the deemed valuation of Network Rail's undertaking

for the purposes of assessability to business rates;

"Network Sections" means the Crossrail Infrastructure excluding the Central Section

and the Heathrow Spur;

"Network Signalling and Systems" means the signalling and related systems operated

by Network Rail which control the movement of the Units between the OOC Depot and the

Network (as described in the Depot Specification);

"Network Statement of Compatibility" has the meaning given to such term in RGS

GE/RT8270 in respect of the operational compatibility between the Units and the Network

Sections and the Units and existing rolling stock operating on the Network Sections;

"Network Testing Programme" has the meaning given to such term in paragraph 4.1

of part 1 of schedule B4 (Testing (Units));

"Nominal" means including inflation effects;

"Non-Proprietary Items" means those items of plant and materials relating to the DOO

CCTV System which are set out as such by the SP in the Generic DOO CCTV System

Design, which may be sourced from any suitable supplier whose equipment meets the

specified requirements, including but not limited to platform cameras, certain cables and

connectors and, where required, testing and diagnostic equipment;

"Notified Body"21 or "NoBo" shall be [company name] (No. [company number]) a

company incorporated in England whose registered office is at [registered address],

appointed by the SP as a notified body in accordance with the Interoperability Regulations

with the prior approval of RfL, or any alternative body approved by RfL;

"Notified National Technical Rules" has the meaning given to such term in the

Interoperability Regulations;

"OMC Building" has the meaning given to such term in schedule C1 (Depot

Specification);

"On-Network Stations" means the platforms used or to be used by the Crossrail

Services at the stations on the Crossrail Infrastructure, other than the Central Section

Stations, at which the DOO CCTV System will be applied and which are set out in

Appendix N of schedule B1 (Train Technical Specification) and any other areas of such

stations insofar as they relate to the Crossrail Services;

"On-Network Works" means the works undertaken by Network Rail as part of the

Crossrail Project to upgrade and develop certain parts of the Network Sections;

"OOC Depot" means the permanent works constituting the depot of Old Oak Common,

London NW10 to be designed, constructed, tested, commissioned, integrated and

21 To be proposed by Bidders.

REDACTED VERSION

assimilated in accordance with this Agreement as provisionally shown on the plans

contained in the SP Depot Proposal as at the date hereof and as will be definitively shown

on the detailed plans of the completed Depot Works and including any structures,

equipment or infrastructure at the Site that the SP is to assimilate into and/or maintain as

part of the OOC Depot in accordance with the Depot Technical Requirements;

"OOC Licence Fee" means the fee of a peppercorn payable by the Depot Operator to

Network Rail in respect of the occupation by the Depot Operator of the OOC Depot;

"Operating Date" means the date of Qualified Provisional Acceptance or Provisional

Acceptance (whichever occurs first) of the first Unit;

"Operational Compensation" means all amounts properly payable to third parties

whether under part 1 of the Land Compensation Act 1973 or any applicable statutory

modification or re-enactment thereof and all amounts payable to third parties in respect of

nuisance which amounts are payable for claims arising out of the operation of the OOC

Depot and including any statutory or agreed interest but excluding amounts payable as

Works Compensation or which are payable in consequence of any negligent act on the

part of RfL or any breach by RfL of any of its obligations under this Agreement;

"Operator" means an entity providing or appointed to provide passenger rail services on

the Railway Infrastructure;

"Option" means any of the options exercisable by RfL contained in schedule E4 (Options)

and clause 16.7;

"Option Expiry Date" means the latest of the option exercise dates for Option Units

contained in the table in part 3 of schedule E11 (Milestones and Security);

"Option Notice" has the meaning given to such term in clause 16.7;

"Option Order" means an order for Option Units, Option Spares and/or Option

Simulators as set out in an Option Notice;

"Option Period" has the meaning given to such term in clause 46.25(b);

"Option Price(s)" means the prices in respect of each Option as set out in part 3 of


"Option Simulators" means supplementary Simulators to be procured pursuant to the

exercise of an Option by RfL in accordance with clause 16.7;

"Option Spares" means supplementary Spares to be procured pursuant to the exercise

of an Option by RfL in accordance with clause 16.7;

"Option Unit" means any additional RLU or FLU (as the case may be) to be supplied by

the SP pursuant to a request delivered under clause 16.7;

"Option Unit Change" means an RfL Change which requires Option Units and/or Option

Simulators and/or Option Spares to be incorporated into the Concession;

"Option Unit Maintenance Cost" means the indicative costing for maintenance of the

Option Units contained at part 5 of schedule A8 (Change Procedure) which the Parties

shall take into account in determining the Change in Costs for an Option Unit Change

having regard to any changes from the assumptions made in respect of such costing;

"Original Concession Period" means the period from and including the Commencement

Date until the Expiry Date;

REDACTED VERSION

"Parent Company Guarantee" means the guarantee to be provided by the Guarantor in

favour of RfL in the form set out in schedule E8 (Form of Parent Company Guarantee);

"Part" means any component, furnishing or equipment forming part of a Unit or any

Spare;

"Parties" means the parties to this Agreement and "Party" means each of them or any

of them as the context requires;

"Payment Mechanism" means the mechanism for calculating payments to be made by

RfL to the SP set out in schedule E2 (Payment Mechanism);

"PED" or "Platform Edge Doors" has the meaning given to such term in the Train

Technical Specification;

"Performance Monitoring Adjustment" for a Railway Period means the aggregate of

all Performance Monitoring Deductions that have accrued, in accordance with paragraph

11.14 of schedule E3 (Performance Regime) in that Railway Period and made in

accordance with paragraph 2.2 of schedule E2 (Payment Mechanism);

"Performance Monitoring Deduction" means

"Performance Regime" means the regime for monitoring the performance of the SP in

carrying out its obligations under this Agreement set out in schedule E3 (Performance

Regime);

"Performance Regime Adjustment" or "PRA" is the adjustment described in

paragraph 2.2 of schedule E2 (Payment Mechanism);

"Performance Review Meeting" means the meeting referred to in paragraph 2.1 of

part 4 of schedule A3 (Contract Management);

"Permitted Design Change" means any of the changes to the design of the Units,

Equipment or related equipment identified as "Permitted Design Changes" in appendix A

to part 2 of schedule A4 (Assurance);

"Permitted Use" means the operation of the Units on any part of the Crossrail

Infrastructure and the operation of the Simulator in each case in accordance with all

Applicable Laws and Standards, Relevant Approvals and the Manuals;

"Persistent Breach" has the meaning given to it in clause 47.3;

"Personal Data" means personal data as defined in the DPA which is supplied to the SP

by RfL or obtained by the SP in the course of performing its obligations under this

Agreement;

"Phase 4.1 CS Test Programme" has the meaning given to such term in paragraph 8.2


"Phase 4.2 CS Test Programme" has the meaning given to such term in paragraph 6.1


"Phase 4.3 CS Test Programme" has the meaning given to such term in paragraph

10.2 of part 1 of schedule B4 (Testing (Units));

REDACTED VERSION

"Physically Complete" means that all elements of the Depot Works have been

constructed and installed and are complete in accordance with the Depot Specification and

the requirements of this Agreement subject only to the carrying out of Commissioning,

Integration and Assimilation and that those systems and facilities which are not subject to

commissioning and testing as part of the Commissioning, Integration and Assimilation are

functioning correctly and "Physically Completed" and "Physical Completion" shall be

construed accordingly in each case;

"PI Insurance" has the meaning given to such term in clause 46.1(c);

"Planning Obligation" means a planning obligation entered or to be entered into

pursuant to section 106 of the Town and Country Planning Act 1990;

"Planning Permission"22 means the planning permission dated [to be inserted] and

granted pursuant to part 3 of the Town and Country Planning Act 1990 in respect of the

development of the Site;

"Plumstead Stabling Site" means the sidings at Plumstead for stabling Units as


"Possession" means possession of any part of the Network for the purposes of carrying

out any of the SP's obligations under this Agreement which prevents, impairs, or

otherwise affects the ability of train services to operate on all or part of the Network;

"Potential Exposure" means the maximum amount that RfL is likely to be obliged to

pay under clause 52.1 if a termination of this Agreement were to occur during the

Relevant Year and which the SP shall estimate and notify to RfL not less than 49 days

prior to the commencement of that Relevant Year provided that if RfL does not agree with

that estimate, such amount shall be determined in accordance with the Dispute Resolution

Procedure;

"Preconditions" has the meaning given to such term in clause 21.6(a);

"Preconditions Timetable" has the meaning given to such term in clause 21.6(a);

"Preliminary Depot Design" has the meaning given to such term in part 3 of schedule

A4 (Assurance);

"Preliminary DOO CCTV System Tests" means the tests to be carried out relating to

the DOO CCTV System set out in paragraph 3.33.1 of the schedule of tests in part 3 of


"Preparation, Presentation and Hand-Back Procedure" has the meaning given to

such term in clause 26.2;

"Pre-Provisional Acceptance" means, in relation to any Unit, that the Unit complies

fully with the Pre-Provisional Acceptance Criteria as evidenced by and occurring upon the

issue by RfL of a Pre-Provisional Acceptance Certificate for that Unit;

"Pre-Provisional Acceptance Certificate" means a certificate in the form or

substantially in the form of part 1 of schedule B5 (Pro-forma Certificates (Units)), issued

by RfL in respect of a Unit, as to compliance by that Unit with the Pre-Provisional

Acceptance Criteria;

"Pre-Provisional Acceptance Criteria" means the criteria required to be satisfied

before a Unit can be presented for Provisional Acceptance as set out in clause 21.3;

22 See Part D, paragraph 2.6 IFT for details and status of TCPA planning applications in relation to the reference design

and the Depot Works – details for this definition will depend on the Preferred Bidder's depot proposal.

REDACTED VERSION

"Pre-Provisional Fault Free Running" means, in respect of a Unit, that such Unit has

successfully completed 3,000 SAFFM in the case of the first five Units and 1,000 SAFFM in

the case of each subsequent Unit operating in passenger-simulated conditions on the

Proxy Test Facilities including testing those aspects of the Units tested in the

Network/Central Section Proxy Tests;

"Professional Team" means any architect, designer, structural engineer, mechanical

engineer or electrical engineers appointed by either the SP or the Depot Building

Contractor in connection with the Works;

"Progressive Assurance" means the process by which the SP provides evidence on a

progressive basis to RfL throughout the Concession Period to demonstrate to RfL that the

SP has understood the requirements of the Specifications and is carrying out its

obligations and delivering each part of the Project in accordance with the Specifications,

all Applicable Laws and Standards, Relevant Approvals, Good Industry Practice, safety and

quality requirements and all other requirements of the Agreement;

"Prohibited Act" means:

(a) offering, giving or agreeing to give to any servant, agent, contractor or

representative of a Public Sector Body any gift or consideration of any kind as an

inducement or reward:

(i) for doing or not doing (or for having done or not having done) any act in

relation to the obtaining or performance of this Agreement or any other

contract with a Public Sector Body; or

(ii) for showing or not showing favour or disfavour to any person in relation to

this Agreement or any other contract with a Public Sector Body;

(b) entering into this Agreement or any of the Project Documents or any contract with

a Public Sector Body in connection with which commission has been paid or has

been agreed to be paid by the SP or on its behalf, or to its knowledge, unless

before the relevant contract is entered into particulars of any such commission and

the terms and conditions of any such contract for the payment thereof have been

disclosed in writing to RfL;

(c) committing any offence:

(i) under the Bribery Act 2010;

(ii) under Law created in respect of fraudulent acts; or

(iii) at common law in respect of fraudulent acts in relation to this Agreement or

any other contract with a Public Sector Body; or

(d) defrauding or attempting to defraud or conspiring to defraud a Public Sector Body;

"Project" means the Train Works, the Depot Works and the provision of the Services to

be carried out by the SP in accordance with the terms of this Agreement;

"Project Development Agreement" means the agreement dated 3 December 2008

entered into by SoS, TfL and CRL (then Cross London Rail Links Limited) relating to the

development of the Crossrail Project;

REDACTED VERSION

"Project Documents"23 means this Agreement, each of the Direct Agreements, the

Escrow Agreement, the Parent Company Guarantee, the Advance Payment Bond, the TSA

Performance Bond and the TfL Guarantee;

"Project Entity" has the meaning given to such term in the Interoperability Regulations;

"Project Office" has the meaning given to such term in clause 5.13;

"Project Programme" means the agreed programme of key dates and milestones

relating to the SP's obligations under this Agreement set out in schedule A1 (Project

Programme);

"Project Progress Report" is the periodic report submitted by the SP to RfL in relation

to the progress of the Works containing the information set out in paragraph 5.1 of part 1

of schedule A3 (Contract Management);

"Proprietary Items" means plant and materials which are to be sourced by the SP

through the DOO CCTV Supplier, and which are set out as such by the SP in the Generic

DOO CCTV System Design, including but not limited to the Station Proprietary Items,

Unit-carried antennas and video receivers, station video transmission items and station

video processing equipment;

"Provisional Acceptance" means, in relation to any Unit, that the Unit complies fully

with the Provisional Acceptance Criteria as evidenced by and occurring upon the issue by

RfL of a PAC for that Unit and "Provisionally Accept" and "Provisionally Accepted"

shall be construed accordingly in each case;

"Provisional Acceptance Certificate" or "PAC" means a certificate in the form or


"Provisional Acceptance Criteria" means the criteria required to be satisfied in order

to achieve Provisional Acceptance of a Unit in accordance with clause 21.4;

"Proxy Test Facilities" means test facilities (or a suitable section of the Network) which

simulate the conditions of the Network Sections, the Central Section and the Heathrow

Spur (including the Central Section Stations and the On-Network Stations) to be procured

by the SP for testing the Units, Vehicles and Subsystems away from the Crossrail

Infrastructure, such facilities to include the following characteristics:

(a) powered at 25kV AC;

(b) permit operation of the Units at up to 160 kph;

(c) incorporate representative wayside equipment for the interfacing systems

(including the DOO CCTV Station Subsystem);

(d) permit a full range of braking tests required to demonstrate compatibility and

compliance with the Train Technical Requirements;

(e) permit execution of the test specifications developed by the SP in accordance with

the Agreed Testing Strategy, Agreed Schedule of Tests and Agreed Testing

Programme;

(f) permit observation of the tests in a safe environment by, without limitation,

RfL/CRL (and/or any nominees or representatives), the Notified Body, the

Designated Body and engineers responsible for the interfacing systems; and

23 Others to be added in due course if appropriate.

REDACTED VERSION

(g) permit mileage accumulation and reliability development activities;

"Public Sector Body" means all Ministers of the Crown, government departments,

Crown agencies and authorities, local authorities or similar public sector bodies and any

body corporate owned or controlled by any of them (including for the avoidance of doubt

RfL, CRL, TfL and SoS);

"Qualified Provisional Acceptance" means the qualified provisional acceptance by RfL

of a Unit which does not comply in all respects with the Provisional Acceptance Criteria in

accordance with clause 21.6 as evidenced by the issue of a signed QPAC;

"Qualified Provisional Acceptance Certificate" or "QPAC" means a certificate in the

form or substantially in the form of part 2 of schedule B5 (Pro-forma Certificates (Units));

"Qualifying Change in Law" means:

(a) a Discriminatory Change in Law; and/or

(b) a General Change in Law which requires the SP to make any Capital Expenditure

which is incurred:

(i) in relation to the Units and Equipment, on or after the date which is two

years after the Commencement Date; and

(ii) in relation to the OOC Depot, on or after the Operating Date,

and any such General Change in Law which applies to both limbs (i) and (ii) and

occurs between the dates in limbs (i) and (ii) shall be pro-rated for the purposes of

clauses 37.3 and 37.4,

in each case excluding any Change in Law in connection with those matters specified in

appendix 4 (Foreseeable Changes in Law) to schedule A8 (Change Procedure) that comes

into force substantially in the form envisaged as at the Commencement Date;

"Qualifying Financial Institution" has the meaning given to that term in clause

44.1(f);

"Quality Management Plans" has the meaning given to such term in paragraph 10.1 of


"RAMS" means reliability, availability, maintainability and safety;

"RAIB" means the Railway Accident Investigation Branch;

"Railway Group Standards" or "RGS" means those standards with which railway

assets or equipment used on or as part of railway assets must conform, and operating

procedures with which the operators of railway assets must comply, known generally as

Railway Group Standards and which are established and maintained by RSSB and

authorised pursuant to the document known as the Railway Group Standards Code;

"Railway Infrastructure" means the fixed assets used for the operation of a railway

including its permanent way and plant used for signalling or exclusively for supplying

electricity for operational purposes to the railway;

"Railway Period" means each consecutive 28-day period, the first of which starts at

2am on 1 April in each year and, in respect of the first or last such period in any year, as

may be varied by Network Rail;

REDACTED VERSION

"Railway Period Deductions Cap" has the meaning given to such term in paragraph

1.1 of schedule E3 (Performance Regime);

"Railway Period Service Payment" or "£SP" means the Service Payment for a

Reference Railway Period calculated in accordance with paragraph 1.1 of schedule E2

(Payment Mechanism);

"Railway Safety Directorate" means the Regulator's safety body and any successor to

all or any of its functions;

"Railways Act" means the Railways Act 1993;

"Rectification Plan" has the meaning given to it in clause 47.2(a)(ii)(A);

"Recurrent Defect" means an SP Fault in a Unit, Vehicle, Spare, Simulator or Part and

which either (a) in any consecutive 12-month period affects five or more Units; or (b) RfL

reasonably believes will affect five or more Units in any 12-month period;

"Recurrent Defect Period" means in respect of a Unit the period commencing on the

date of Provisional Acceptance or Qualified Provisional Acceptance of that Unit and

expiring on the date which is ten years after Provisional Acceptance or Qualified

Provisional Acceptance of the last Unit to be Provisionally Accepted;

"Reference Railway Period" means the Railway Period in respect of which any

calculation is performed pursuant to schedule E2 (Payment Mechanism);

"Refurbishments" means those refurbishments in respect of the Units, Vehicles and

Equipment that the SP is required to carry out in accordance with appendix 3 to part 1 of


"Regulator" means the office of rail regulation from time to time established under the

Railways and Transport Safety Act 2003 and includes any successor to all or any of its

functions;

"Reinstatement Strategy" has the meaning given to it in clause 46.22(a)(ii);

"Reinstatement Works" has the meaning given to it in clause 46.22(a)(ii);

"Relevant Acceptance Date" means:

(a) in relation to a Unit, the Contractual Provisional Acceptance Date in respect of

Provisional Acceptance of that Unit and the Contractual Final Acceptance Date in

respect of Final Acceptance of that Unit;

(b) in relation to the Fleet, the Contractual Fleet Acceptance Date;

(c) in relation to the Simulator, the Simulator Acceptance Date set out in the Project

Programme;

(d) in relation to the Initial Spares24, the date for Equipment Acceptance relating to

those Initial Spares set out in the Project Programme or Train Works Programme or

if no such date is set out in the Project Programme or Train Works Programme, the

Contractual Provisional Acceptance Date that relates to the Acceptance of the Units

with which those Initial Spares must be Accepted;

24 Bidders to provide Contractual Acceptance Dates for Initial Spares and Initial Special Tools and/or link to

Acceptance of particular Units.

REDACTED VERSION

(e) in relation to the Initial Special Tools, the date for Equipment Acceptance relating

to those Initial Special Tools set out in the Project Programme or Train Works

Programme or if no such date is set out in the Project Programme or Train Works

Programme, the Contractual Provisional Acceptance Date that relates to the

Acceptance of the Units with which those Initial Special Tools must be Accepted; or

(f) in relation to the Station Proprietary Items, the dates set out in the Project

Programme for Equipment Acceptance of such Station Proprietary Items;

(g) in relation to the DOO CCTV Special Tools, the dates set out in the Project

Programme for Equipment Acceptance of such DOO CCTV Special Tools; or

(h) in relation to the DOO CCTV Initial Spares, the dates set out in the Project

Programme for Equipment Acceptance of such DOO CCTV Initial Spares,

in each case as may be amended, supplemented or varied from time to time in

accordance with this Agreement;

"Relevant Approvals" means all up-to-date consents, CRL Consents, approvals,

permissions, authorisations, acceptances, certifications, licences, exemptions, filings,

permits, registrations, notarisations, declarations, letters of no objection and other

matters required in each case from any Competent Authority, pursuant to any Applicable

Laws and Standards in relation to any of the SP obligations under this Agreement

including (without limitation) under ROGS and the Interoperability Regulations;

"Relevant Approvals Management Plan (Services)" has the meaning given to such

term in paragraph 1.2(a) of part 4 of schedule A3 (Contract Management);

"Relevant Approvals Management Plan (Train Works)" has the meaning given to

such term in paragraph 1.2(a) of part 2 of schedule A3 (Contract Management);

"Relevant Date" has the meaning given to such term in clause 44.1(g);

"Relevant Event" means:

(a) RfL Change;

(b) Qualifying Change in Law;

(c) Compensation Event; or

(d) any other matter as a result of which there may be adjustments to the Milestone

Payments or the Service Payments in accordance with clause 42 (Financial

Adjustments);

"Relevant Incident" has the meaning given to such term in clause 46.22(a);

"Relevant Minutes Lateness" has the meaning given to such term in paragraph 1.1 of


"Relevant Payment" has the meaning given to that term in clause 46.25(b);

"Relevant Proceeds" has the meaning given to such term in clause 46.22(a)(i);

"Relevant Property" means the Central Section and any other property belonging to

any of the Indemnified Parties;

"Relevant Year" means each 12-month period following the Relevant Date;

REDACTED VERSION

"Reliability Growth Plan" has the meaning given to such term in paragraph 4.2 of part

2 of schedule A4 (Assurance);

"Relief Event" means:

(a) fire, explosion, lightning, storm, tempest, flood, bursting or overflowing of water

tanks, apparatus or pipes, ionising radiation (to the extent it does not constitute a

Force Majeure Event), earthquakes, riot and civil commotion;

(b) failure by any statutory undertaker, utility company, local authority or other like

body to carry out works or provide services;

(c) any accidental loss or damage to the Site or any roads or rail connections servicing

it;

(d) any failure or shortage of power or transport;

(e) any blockade or embargo which does not constitute a Force Majeure Event;

(f) any:

(i) official or unofficial strike;

(ii) lockout;

(iii) go-slow; or

(iv) other dispute,

generally affecting the train manufacturing, train maintenance or construction

industries or a significant sector of any of them;

(g) any discovery by the SP of fossils or antiquities pursuant to clause 11.6; and

(h) paths which are not provided as a result of the events referred to in clause

20.3(e)(i) or 20.3(e)(ii),

unless any of the events listed in limbs (a) to (f) inclusive arises (directly or indirectly) as

a result of any breach or wilful default or wilful act of the SP or any of its Subcontractors

of any tier;

"Remedial Plan" has the meaning given to such term in clause 47.3(b)(ii)(C);

"Remedy Period" has the meaning given to such term in paragraph 3.4(c)(i) of part 1 of


"Repair" means to restore an original part to the appropriate condition by hand-tooling,

machining, building up, welding, patching, bending, setting, heat-treating, re-securing,

and/or other appropriate process;

"Request for Additional Services Authorisation" has the meaning given to such term

in paragraph 3.2 of part 1 of schedule D1 (Maintenance Services);

"Request for Information" or "RFI" has the meaning given to such term in clause

5.10(c);

"Required Action" has the meaning given to such term in clause 29.2(c);

"Required Action Period" means the period in which the Required Action is taken;

REDACTED VERSION

"Required Insurances" means the insurances specified in schedule E9 (Insurance);

"Retendering Information" has the meaning given to such term in clause

54.5(a)(iii)(A);

"Retention Period" has the meaning given to such term in clause 5.12(b)(i)(B);

"Return" means the delivery to RfL and/or RfL's nominee of the Return Assets on the

expiry or earlier termination of this Agreement;

"Return Assets" means those assets listed in paragraph 1.2 of schedule A14 (Return

Condition);

"Return Condition" means the condition that each Return Asset must be in on Return

described in schedule A14 (Return Condition);

"Return Date" means the date specified by RfL on which the Return shall take place;

"Return Location" means the location or locations notified by RfL to the SP for the

Return;

"Revised OOC Depot" means the OOC Depot as built to the extent altered or changed

as a result of a Major Depot Change;

"Revised Services" means the diagrams/services to be operated on the Great Western

route between Heathrow terminals and Reading station and Paddington station (high

level) in lieu of Stage 5 Crossrail Services between Heathrow terminals and Maidenhead

station and Paddington station (high level);

"RfL Change" has the meaning given to it in paragraph 1.1 of part 1 of schedule A8

(Change Procedure);

"RfL Change Notice" has the meaning given to it in paragraph 1.2 of part 1 of schedule


"RfL Contract Manager" has the meaning given to such term in paragraph 1.1 of part 1


"RfL Default" has the meaning given to it in clause 48.1;

"RfL Fault" means a Fault which results from:

(a) the CTOC or RfL:

(i) operating the relevant Unit or item of Equipment materially other than in

accordance with the Permitted Use; or

(ii) maintaining the relevant Unit or item of Equipment materially other than in

accordance with the Maintenance Plan and the Manuals; or

(b) damage to a Unit whilst that Unit is not, in accordance with the terms of this

Agreement, in the SP's, the Train Maintainer's or any Subcontractor's care, custody

or control; or

(c) damage caused to a Unit (as proved by the SP and demonstrated in written

evidence from a reputable and independent third party with relevant experience)

as a direct result of any Railway Infrastructure (other than infrastructure related to

the OOC Depot and any Railway Infrastructure maintained by the SP) being in a

condition which is worse than that to be expected of such Railway Infrastructure

REDACTED VERSION

which is being maintained by a competent maintenance contractor having regard to

(i) the standards applicable to such Railway Infrastructure (Railway Group

Standards in the case of Railway Infrastructure controlled by Network Rail and the

applicable standards (to be determined by the relevant Infrastructure Manager) in

relation to the Central Section); and (ii) the condition of such Railway

Infrastructure (to the extent that such Railway Infrastructure exists) at the date of

this Agreement taking into account that the condition of certain parts of such

Railway Infrastructure may not be compliant with Railway Group Standards,

in each case, where such Fault is not caused by: (A) an act, omission, neglect or default

of the SP, any member of the SP's Group, any SP Party or the Train Maintainer's Group,

any Subcontractor or the employees or suppliers of any of them; or (B) the SP's or Train

Maintainer's performance, non-performance or purported performance of their respective

obligations under any Project Document or Subcontract; or (C) any failure by the SP to

maintain, repair or renew the assets at the OOC Depot in accordance with this

Agreement;

"RfL Statement" means a statement issued by RfL to the SP in relation to the tender for

Acceptance of a Unit or an item of Equipment, setting out which of the relevant conditions

and/or Acceptance Criteria (as applicable) have not been satisfied;

"RfL's Resident Representative(s)" has the meaning given to such term in clause

5.12(d);

"RGS GE/RT8270" means Railway Group Standard GE/RT8270 Issue 2 (Assessment of

Compatibility of Rolling Stock and Infrastructure) dated October 2007, as amended and

reissued from time to time;

"RLU" or "Reduced Length Unit" means a reduced length unit not exceeding 163

metres in length (by inclusion of fewer individual Vehicles) as further defined in the Train

Technical Requirements;

"RLU Trigger Dates" means [to be inserted]25, being the dates by which each RLU/group

of RLUs must be converted and Provisionally Accepted as an FLU;

"ROGS" means the Railways and Other Guided Transport Systems (Safety) Regulations

2006;

"Rolling Stock Library" means an established database managed by ATOS Origin on

behalf of Network Rail containing information describing all rail vehicles registered to

operate on the Network;

"Route Acceptance" means:

(a) in the case of the Crossrail Infrastructure other than the Central Section and the

Heathrow Spur, a Network Statement of Compatibility pursuant to RGS

GE/RT8270;

(b) in the case of the Central Section, a CS Statement of Compatibility pursuant to the

Central Section GE/RT8270 Equivalent; and

(c) in the case of the Heathrow Spur, a Heathrow Spur Statement of Compatibility

pursuant to the Heathrow GE/RT8270 Equivalent,

and "Route Accept" and "Route Accepted" shall be construed accordingly;


REDACTED VERSION

"RPIX" means the index published in Table 5 (excluding mortgage interest payments) of

Business Monitor (MM23) published by the Office for National Statistics or, failing such

publication or in the event of a fundamental change to the index, such other index as the

Parties may agree, or such adjustments to the index as the Parties may agree (in each

case with the intention of putting the Parties in no better nor worse position than they

would have been had the index not ceased to be published or the relevant fundamental

change not been made) or, in the event that no such agreement is reached, as may be

determined in accordance with clause 59 (Dispute Resolution Procedure);

"RS Assurance Period" means the period from the Commencement Date until the date

of Fleet Acceptance or as otherwise agreed between the Parties;

"RS Exception Report" has the meaning given to such term in paragraph 1.4(d) of part

2 of schedule A3;

"RS TAP" has the meaning given to such term in paragraph 1.1(b) of part 2 of schedule

A4 (Assurance);

"RS Technical Case" has the meaning given to such term in paragraph 2.2 of part 2 of


"RSD Senior Managers Review Meeting" has the meaning given to such term in

paragraph 4.1 of part 1 of schedule A3 (Contract Management);

"RSSB" means Rail Safety and Standards Board Limited, a company incorporated in

England with registered number 04655675;

"RUA" has the meaning given to such term in paragraph 3.1 of schedule E2 (Payment

Mechanism);

"Rule Book" means the document with reference GE/RT 8000 issued by RSSB as

updated from time to time;

"Safety Authority" has the meaning given to such term in the Interoperability

Regulations;

"Safety Certificate" has the meaning given to such term under ROGS;

"Safety Management System" has the meaning given to such term under ROGS;

"Safety Obligations" means all obligations concerning heath and safety arising under

Applicable Laws and Standards (including any duty of care arising at Law or mandatory

code of practice in Great Britain or other applicable jurisdiction);

"Scale Models" means the scale models of Vehicles to be developed by the SP and

provided to RfL pursuant to clause 17.7;

"Schedule of Costs" means the schedule of costs included in appendix 1 to schedule A8

(Change Procedure);

"Schedule of Finishes" means the schedule of finishes for the Units included in the SP

Train Proposal;

"Schedule of Milestones" means the schedule of milestones, dates and payments in

relation to the Train Works and the Depot Works set out in parts A and B of appendix 1 to

part 2 of schedule E11 (Milestones and Security);

"Schedule of Payments" means the schedule of payments to be made by RfL in respect

of a Change provided by the SP in accordance with paragraph 2.2(b) or 5.2(h) of part 1 of

REDACTED VERSION

schedule A8 (Change Procedure) and containing the information specified in paragraph 9

of part 1 of schedule A8 (Change Procedure);

"Scheduled Commencement Date" means [date] or such other date as may be agreed

between the Parties for commencement of this Agreement;

"Scheduled CTOC Access Date" means the date specified in the Project Programme as

such date may be amended in accordance with the terms of this Agreement;

"Scheduled Final Acceptance Date" means the date set out in the Project Programme

on which the last Unit to be Accepted is scheduled to have received its Final Acceptance

Certificate;

"Sectional Completion Certificate" means the certificate to be issued in accordance

with clause 15.8 in the form or substantially in the form of part 6 of schedule C8 (Pro-

forma Certificates (Depot)) stating that the Depot Works in respect of a Depot Section

have been completed in accordance with the requirements of this Agreement;

"Sectional Completion Date" means the date of issue of a Sectional Completion

Certificate;

"Sectional Completion Notice" means the notice to be issued by the SP in the form or

substantially in the form of part 8 of schedule C8 (Pro-forma Certificates (Depot)) in

accordance with clause 15.7 following the issue of an Interim Depot Assimilation

Certificate;

"Security Interests" means any mortgage, charge (whether fixed or floating),

encumbrance, pledge, lien, trust arrangement or other third party right or interest (legal

or equitable) over or in respect of the relevant asset, security or right;

"Service Affecting Failure" means, in relation to a Unit:

(a) a Fault causing the Unit to experience Relevant Minutes Lateness (making any

necessary changes to the meaning of such term in the context of Pre-Provisional

Fault Free Running and Provisional Acceptance running to take account of the fact

that the Unit will be performing a test run rather than a Diagram Leg); or

(b) a Fault causing:

(i) the Unit to be withdrawn from service before it reaches the end of its test

run (in the context of Pre-Provisional Fault Free Running or Provisional

Acceptance running); or

(ii) a Cancellation (in the context of Final Acceptance running); or

(c) a delay of more than three minutes in a Unit being made Available (making any

necessary changes to the meaning of such term in the context of Pre-Provisional

Fault Free Running and Provisional Acceptance running to take account of the fact

that the Unit will be performing a test run and not necessarily starting at the Entry

Point), where the root cause is a Fault,

except to the extent caused by an Allowable Failure;

"Service Affecting Failure Free Miles" or "SAFFM" means miles run by the relevant

Unit or Units without the occurrence of any Service Affecting Failure;

"Service Defect Adjustment" means the amount calculated in accordance with

paragraph 7.1 of schedule E3 (Performance Regime) for the relevant Railway Period and

made in accordance with paragraph 2.2 of schedule E2 (Payment Mechanism);

REDACTED VERSION

"Service Payment" means each payment to be made by RfL to the SP calculated as the

Railway Period Service Payments in accordance with the Payment Mechanism;

"Service Payment Report" has the meaning given to such term in clause 39.1(b);

"Service Records" has the meaning given to such term in clause 31.1;

"Services" means collectively the Standard Services and the Additional Services;

"Services Element" means all the obligations of the SP set out in this Agreement save if

and to the extent those obligations are captured under the Works Element;

"Services Element Limitation" has the meaning given to such term in clause 45.4(a);

"Services Management Plan" has the meaning given to such term in paragraph 12 of


"Services Period" means the period commencing on the Operating Date or the date of

Simulator Acceptance, whichever is the first to occur, and finishing at the end of the

Concession Period;

"Services Quality Management Plan" has the meaning given to such term in


"Shared Access Road" means the extent of the access road shaded orange on each plan

for each Site Area in schedule C3 (Site Area Plans);

"Shares" means the share capital in the SP and/or its Holding Company;

"Shenfield Stabling Site" means the sidings at Shenfield for stabling Units as described

in schedule C5 (Maintenance/Stabling Sites);

"Simulator" has the meaning given to such term in the Train Technical Specification;

"Simulator Acceptance" means the acceptance by RfL of the Simulator pursuant to

clause 21.9 evidenced by the issue by RfL of a Simulator Acceptance Certificate;

"Simulator Acceptance Certificate" means a certificate in the form or substantially in

the form of part 6 of schedule B5 (Pro-forma Certificates (Units));

"Simulator Acceptance Date" means in relation to the Simulator the date by which the

SP is obliged to have obtained Equipment Acceptance of the Simulator as set out in the

Project Programme;26

"Simulator Adjustment" means the aggregate of the relevant Simulator Deductions for

the relevant Railway Period;

"Simulator Available Hours" means the number of hours of Minimum Simulator

Available Hours in each Railway Period that the Simulator was in fact made available to

RfL during the Minimum Simulator Available Hours in a condition which meets the

Minimum Simulator Operating Condition;

"Simulator Initial Location" has the meaning given to such term in clause 21.9(b)(vi);

"Simulator Services" means all Standard Services as they relate to the Simulator;

26 This will be the date three months before the Contractual Provisional Acceptance Date of the first Unit due to be

Accepted.

REDACTED VERSION

"Site" means the site at the OOC Depot comprising the land shown on the demise of the

Headlease and the Supplemental Headlease which is divided into the Site Areas for the

purposes of this Agreement;

"Site Access Date" has the meaning given to such term in clause 8.1(c);

"Site Area(s)" means the six parts of the Site licensed to the SP under this Agreement

being Site Area 1, Site Area 2, Site Area 3, Site Area 4, Site Area 5 and Site Area 6;

"Site Area 1" means the land shaded blue on the plan entitled Site Area 1 contained at

schedule C3 (Site Area Plans);











"Software" means any computer program installed in or used for the operation of any

Unit, Equipment, Depot Fixed Asset, Depot Moveable Asset or IPR Asset and/or

maintenance, servicing, Repairing or overhauling of any Unit, Equipment, Depot Fixed

Asset, Depot Moveable Asset and/or IPR Asset and any computer program required to

access, install, build or compile or otherwise use any such computer program including

the access to and editing of any online/web-based IPR Assets or Special Tools;

"SoS" means the Secretary of State for Transport from time to time or any successor to

what are the current transport functions of the Secretary of State for Transport;

"Source Code" means, with respect to any Software, the source code version of that

Software, being all logic, logic diagrams, flow charts, orthographic representations,

algorithms, routines, sub-routines, utilities, models, file structures, coding sheets, coding,

source codes, listings, functional specifications and program specifications and all other

materials and documents necessary to enable a reasonably skilled programmer to

maintain, amend and enhance that Software without reference to any other person or

document, and whether in eye-readable or machine-readable form;

"SP Change" has the meaning given to it in paragraph 1.1 of part 2 of schedule A8

(Change Procedure);

"SP Change Notice" has the meaning given to it in paragraph 1.1 of part 2 of schedule


"SP Confidential Information" means the Confidential Information listed in schedule

A11 (SP Confidential Information);

"SP Contract Manager" has the meaning given to such term in paragraph 1.3 of part 1


"SP Cost Proposal" has the meaning given to it in paragraph 8.1(a) of part 1 of


REDACTED VERSION

"SP Default" means any of the events set out in clause 47.1;

"SP Depot Proposal" means the SP's proposal in schedule C2 (SP Depot Proposal)

setting out how the SP proposes to achieve the requirements of the Depot Specification;

"SP Fault" means a Fault which is not an RfL Fault;

"SP IPR" means the IPR, whether existing at the date of this Agreement or arising

hereafter, that is owned by the SP or any of its Affiliates;

"SP Moveable Assets" means [ ];27

"SP Party" means the SP, the SP Shareholders, the SP's Group and each of the

Subcontractors;

"SP Performance Monitoring Report" means the report to be provided pursuant to

paragraph 11.12 of schedule E3 (Performance Regime) in the form to be agreed between

the Parties to meet the requirements of the Performance Regime;

"SP Report Response" has the meaning given to such term in clause 39.1(c)(i);

"SP Safety Certificates" means any certificate evidencing that the statement of

procedures, standards and internal regulations prepared by the SP satisfies the

performance requirements of the Technical Requirements;

"SP Service Technician" has the meaning given to such term in paragraph 2.9(a) of

part 1 of schedule D1 (Maintenance Services);

"SP Shareholders" means the Direct Shareholders and the Indirect Shareholders;28

"SP Termination Notice" has the meaning given to such term in clause 48.2(a);

"SP Train Proposal" means the SP's proposal in schedule B2 (SP Train Proposal) setting

out how the SP proposes to achieve the requirements of the Train Technical Specification;

"SP's Facility"29 means the principal premises for the manufacture of the Units at

[address];

"SP's Group" means the SP and its Affiliates;

"SP's Records" has the meaning given to such term in clause 5.12(b);

"Spares" means all spare parts of any description including fluids, consumables, parts

and assemblies required in connection with the Units to be supplied under this Agreement,

excluding the DOO CCTV Spares;

"Spares Acceptance Certificate" means a certificate substantially in the form set out in

part 7 of schedule B5 (Pro-forma Certificates (Units));

"Spares Acceptance Date" means the date by which the SP is obliged to have obtained

Equipment Acceptance of the first Spares to be Equipment Accepted as set out in the

Project Programme;

27 Bidders to populate with indicative list of the assets the SP will have at the OOC Depot which are not to be

transferred to RfL. This list shall not include (i) those assets relevant to NR operation; and (ii) assets provided to

the SP under the Train Carried Signalling Equipment Subcontract.

28 Dependent on the ultimate structure.

29 Bidder to populate details.

REDACTED VERSION

"Spares Inventory" has the meaning given to such term in clause 28.5(b);

"Special Tools" means each item listed as such in the Train Technical Specification

including all diagnostic software relating to all such items supplied pursuant to this

Agreement;

"Special Tools Acceptance Certificate" means a certificate substantially in the form

set out in part 8 of schedule B5 (Pro-forma Certificates (Units));

"Specification(s)" means any or all of the Train Technical Specification, the Depot

Specification and the requirements in schedule D1 (Maintenance Services) as the context

requires;

"Sponsors" means the sponsors of the Crossrail Project being TfL and SoS;

"Stabling Sites" means the Gidea Park Stabling Site, the Maidenhead Stabling Site, the

Shenfield Stabling Site and the Plumstead Stabling Site;

"Stage 1 Crossrail Services" has the meaning given to such term in schedule A1

(Project Programme);

"Stage 1a Crossrail Services" has the meaning given to such term in schedule A1










"Stage Gate Review" has the meaning given to such term in paragraph 4.1(c) of part 2

or paragraph 5.1(c) of part 3 of schedule A4 as the context may require;

"Standard Services" means the services, work and activities set out in part 1 of

schedule D1 (Maintenance Services) except for the Additional Services;

"Standard Services Initial Spares" means those Initial Spares set out in schedule B3

(Spares and Special Tools) to be maintained by the SP for the purposes of undertaking the

Standard Services (and any supplementary Spares subsequently acquired and maintained

by the SP during the Concession Period in accordance with clause 28.3(a));

"Statement" has the meaning given to such term in paragraph 2.3 of part 2 of schedule

E11 (Milestones and Security);

"Statements of Compatibility" means together the Network Statement of

Compatibility, the Heathrow Spur Statement of Compatibility and the CS Statement of

Compatibility;

"Station Contractors" means the companies (including Network Rail) nominated by or

on behalf of RfL to provide services in relation to the design, installation, testing,

commissioning and operation of the Central Section Stations and/or the On-Network

Stations;

REDACTED VERSION

"Station Proprietary Items" means those items set out as such in the Train Technical

Requirements making up the DOO CCTV Station Subsystem provided by the SP to RfL (or

the Station Contractors), including, but not limited to, radiating elements, video signalling

combining, splitting and processing equipment to communicate with the station recording

equipment (but not the station recording equipment itself) and all associated software and

the DOO CCTV Special Tools;

"Station Proprietary Items Acceptance Certificate" means a certificate in the form or


"Station Proprietary Items Acceptance Date" means the date set out in the Project

Programme for Acceptance of the relevant batch of Station Proprietary Items;

"Subcontractors" means any party to a Subcontract (and a party to any subcontract of

any such Subcontract) other than the SP and shall include both the Notified Body and the

Designated Body;

"Subcontracts" means the contracts awarded or to be awarded by the SP in relation to

or connected with the carrying out of its obligations under this Agreement and any

subcontract of such subcontractor;

"Subsystems" means in the context of a Unit, each of the following:

(a) watertight bodyshell;

(b) AC traction equipment;

(c) bogie equipment;

(d) brakes and air supply;

(e) electrical systems;

(f) pipe and wire and general underframe equipment;

(g) heating, ventilation and air-conditioning equipment;

(h) exterior power doors;

(i) passenger environment;

(j) inter-vehicular connections;

(k) cab external equipment;

(l) cab internal equipment;

(m) electronic and safety systems;

(n) audio/visual communication and train management equipment;

(o) emergency equipment;

(p) train-carried signalling equipment; and

(q) DOO CCTV Unit Subsystem;

"Suitable Lessor" means a person (other than a Competitor) that, in RfL's reasonable

opinion, has the capability to meet any payment obligations under this Agreement as may

be transferred to it;

REDACTED VERSION

"Supplemental Headlease"30 means together the three leases dated 22 June 2012,

[date] and [date] made between Network Rail and TfL relating to three areas of the Site,

in the form initialled by the Parties as at the Commencement Date;

"Supplemental Headlease Covenants" means the covenants, agreements and

provisions contained in the Supplemental Headlease;

"Systemwide Contractor" means ATC Joint Venture, an unincorporated joint venture

between Alstom Transport (no. 293588), Costain Limited (no. 00610201) and TSO S.A.S

(no. 747 252 120 (France)), the contractor C610 engaged by CRL to carry out systemwide

fit-out on the Crossrail Project;

"Target Depot Completion Date" means, as the context may require, the date for

Completion of each of Depot Section A, Depot Section B and Depot Section C set out in

the Project Programme;

"Taxes" means all present and future taxes, charges, imposts, duties or levies of any

kind whatsoever, payable at the instance of or imposed by any Competent Authority,

together with any penalties, additions, fines, surcharges or interest relating thereto and

"Tax" and "Taxation" shall be construed accordingly;

"Technical Assurance Plans" or "TAPs" means the RS TAP, the DOO CCTV Preliminary

TAP and the Depot TAP;

"Technical Cases" means any of the RS Technical Cases and/or the Depot Technical

Cases as the context may require;

"Technical Documents"31 means all documents, drawings and data to be provided by

the SP to RfL (in original or copy form (as applicable)) and updated pursuant to the terms

of this Agreement including but not limited to:

(a) the Management Plans;

(b) copies of all Relevant Approvals and notices from Competent Authorities and

Network Rail;

(c) all documentation to be provided pursuant to the Assurance Regime;

(d) all design documentation in respect of the Train Works including documentation

relating to:

(i) the RS TAP;

(ii) the RS Technical Case Plan;

(iii) the RS Technical Case;

(iv) the Mock-Ups;

(v) the Scale Model;

(vi) the Schedule of Finishes; and

(vii) any Permitted Design Changes;

30 See data room for the executed version of the supplemental lease dated 22 June 2012 and draft forms of the other

two leases.

31 This definition is designed to capture all technical documents to be provided by the SP to RfL under the Agreement

and may be supplemented in due course as technical schedules develop.

REDACTED VERSION

(e) all testing documentation relating to the Units, including:

(i) the Agreed Testing Strategy, the Agreed Testing Schedule and the Agreed

Testing Programme;

(ii) test specifications; and

(iii) test reports and results;

(f) all documentation submitted pursuant to the Acceptance Criteria and for operation

of the Units, including:

(i) the Statements of Compatibility;

(ii) the Technical File, the Certificate of Verification, the Verification Declaration

and authorisation from the Safety Authority to place in service the Units

(and any other documentation required pursuant to ROGS and the

Interoperability Regulations);

(iii) the Service Records;

(iv) the "as-built" design information in relation to the Units;

(v) the Spares Inventory;

(vi) the register of Parts;

(vii) the Manuals;

(viii) the Maintenance Plan; and

(ix) the Training Materials;

(g) copies of any document relating to the design of the Depot Works, including:

(i) the Detailed Depot Design;

(ii) the Design Data;

(iii) the Depot Technical Cases;

(iv) the Depot Technical Case Plan; and

(v) the Depot TAP;

(h) all testing, Commissioning, Integration and Assimilation documentation relating to

the Depot Works, including:

(i) the Agreed Depot Testing Strategy and the Agreed Schedule and

Programme of Depot Tests;

(ii) test specifications; and

(iii) test reports and results;

(i) all documentation pertaining to the Depot Works and operation of the OOC Depot,

including:

(i) the "as-built" construction drawings;

REDACTED VERSION

(ii) the Depot Safety Management System;

(iii) training records relating to the safety training of staff and the CTOC in

relation to the Depot Safety Management System and any other Safety

Obligation;

(iv) the operating procedures, plans and manuals relating to the equipment and

tools used for operations at the OOC Depot and to the OOC Depot itself (as

applicable);

(v) the site rules at the OOC Depot;

(vi) the Depot Asset Register;

(vii) the Depot Asset Management Plan;

(viii) the Depot Operations Plan;

(vi) the Depot Consents Register, any CRL Consent and any Relevant Approvals;

and

(ix) the Health and Safety File (and any other documentation required to be

maintained pursuant to the CDM Regulations);

(j) all documents, appraisals and notices submitted pursuant to the Change Procedure

including any Modifications or Mandatory Modifications;

(k) all reports, reviews, plans and strategies in relation to the performance and

progress of the Project to be provided pursuant to schedule A3 (Contract

Management); and

(l) any reinstatement strategy;

"Technical File" means the technical file as described in clause 18.4(f);

"Technical Requirements" means, as the context permits, any of the Depot Technical

Requirements and/or the Train Technical Requirements and/or the Maintenance Technical

Requirements;

"Tendered Price" means, in respect of any Tendered Works, the price calculated

pursuant to the report on tenders in accordance with paragraph 4 of part 1 of schedule A8

(Change Procedure);

"Tendered Works" has the meaning given to it in paragraph 4.1 of schedule A8 (Change

Procedure);

"Termination Amount" means the termination payment required to be paid to the SP in

accordance with the relevant provisions of clause 52 (Payments for Termination) and

schedule E6 (Termination Payments);

"Termination Date" means the date upon which this Agreement is terminated in

accordance with its terms;

"Termination Notice" has the meaning given to it in clause 47.2;

"Test" means to prove correct operation by trial;

"Testing Day" means a period of 12 hours;

REDACTED VERSION

"Testing Requirements" means the requirements with regard to the testing of the Units

and the DOO CCTV System (and the Central Section) set out in part 1 of schedule B4

(Testing (Units));

"TfL" means Transport for London;

"TfL Guarantee" means the guarantee to be given by TfL in the form set out in schedule

E5 (TfL Guarantee);

"TfL Guarantee Transfer" has the meaning given to such term in clause 44.1(c);

"TfL Group" means TfL and its Affiliates (including RfL);

"TfL IPR" means the IPR owned or licensed by the TfL Group described in part 2 of

schedule A10 (Intellectual Property Rights) together with the standards specified in part 2

of schedule A10 (Intellectual Property Rights) in relation to the colour, sizing, quality, etc.

of any logo or branding;

"Third Party IPR" means IPR, whether existing at the date of this Agreement or arising

hereafter, other than the TfL IPR, the SP IPR and the Key Subcontractor IPR;

"Third Party Users" means:

(a) the Systemwide Contractor;

(b) the C300 Tunnel Contractor;

(c) Network Rail;

(d) any other CRL contractors or third parties on the Site; and

(e) any other third parties having rights of access pursuant to the Headlease,

Supplemental Headlease or otherwise;

"Total Contract Price" means the amount set out in the final row of column (2) of the

table in appendix 2 to part 2 of schedule E11 (Milestones and Security);

"Total Loss" means the total loss or destruction of any Unit or any damage to any Unit

rendering repair of such Unit impractical or uneconomic, or such Unit being rendered

permanently unfit for its intended and normal use;

"TPL Risk" means a risk which is required to be insured under the third party liability

insurance policy;

"Train Carried Signalling Equipment Subcontract" means the Subcontract to be

entered into between the SP and the Train Carried Signalling Equipment Subcontractor

under which the Train Carried Signalling Equipment Subcontractor agrees to supply train-

carried signalling equipment for the Units and related services;

"Train Carried Signalling Equipment Subcontractor"32 means an unincorporated joint

venture of Siemens plc (no. 00727817) and Invensys Rail Limited (no. 01641421) whose

address is at c/o Siemens plc, Sir William Siemens Square, Frimley, Camberley GU16

8QD;

"Train Carried Signalling Equipment Subcontractor's Direct Agreement" means

the agreement in the form provided in part 3 of schedule E7 (Direct Agreements) made on

or about the date of this Agreement between RfL and the Train Carried Signalling


REDACTED VERSION

Equipment Subcontractor providing for, amongst other things, the ability for RfL to step in

to the Train Carried Signalling Equipment Subcontract;

"Train Designer" means the SP or such other person or persons as may be appointed

from time to time by the SP to design the Units or any part thereof;

"Train Maintainer"33 means [insert name] (No. [insert number]) whose registered office

is at [insert address] being a Key Subcontractor and a party to the TSA Subcontract;

"Train Maintainer's Direct Agreement"34 means the agreement in the form provided in

part 2 of schedule E7 (Direct Agreements) made on or about the date of this Agreement

between RfL, the SP and the Train Maintainer providing for, amongst other things, the

ability for RfL to step in to the TSA Subcontract;

"Train Maintainer's Group"35 means the Train Maintainer and its Affiliates;

"Train Management System" or "TMS" has the meaning given to such term in the

Train Technical Specification;

"Train Plan" means the train plan to be produced by RfL for the Crossrail Services (and

for driver training) for a Contract Year (or part thereof) in accordance with clauses 26.1(a)

and (b) specifying the Diagrams that RfL/CTOC intends to operate during the term of that

train plan and, for a particular day, shall mean such train plan as may be revised (and not

necessarily remaining within the Train Plan Parameters) and issued by RfL by 22:00 on

the previous day in accordance with clauses 26.1(c) and (d);

"Train Plan Parameters" means the train plan parameters contained in part 2 of


"Train Technical Requirements" means together the Train Technical Specification and

the SP Train Proposal;

"Train Technical Specification" means the output specification for the Units set out in

schedule B1 (Train Technical Specification);

"Train Wash" has the meaning given to such term in paragraph 6.1 of part 1 of schedule


"Train Wash Benchmark" has the meaning given to such term in paragraph 6.1 of part

1 of schedule D1 (Maintenance Services);

"Train Works" means the design, manufacture, testing, commissioning and supply of the

Units and Equipment carried out pursuant to this Agreement in accordance with the Train

Technical Requirements;

"Train Works Management Plan" has the meaning given to such term in paragraph 12


"Train Works Programme" means the programme setting out the schedule for the

undertaking of the Train Works including the DOO CCTV System Works, extracted from

the Project Programme and incorporating the requirements of paragraph 1.3 of part 2 of

schedule A3 (Contract Management);




REDACTED VERSION

"Train Works Progress Report" has the meaning given to such term in paragraph 1.4


"Train Works Quality Management Plan" has the meaning given to such term in


"Training Materials" has the meaning given to such term in clause 19.2;

"Training Programme" has the meaning given to such term in clause 19.5;

"TRANSEC" means the transport security body of the Department for Transport

responsible for monitoring compliance with the prescribed security regimes or such other

body or successor given any responsibility in respect of any function carried out by

TRANSEC at the date of this Agreement;

"Transfer Event" has the meaning given to such term in clause 44.1(h);

"Transferring Employees" means those employees of the SP (or any Key Subcontractor

or Subcontractor) who are wholly or mainly engaged in relation to the performance of the

obligations of the SP (or any Key Subcontractor or Subcontractor) under the Project

Documents that transfer to the employment of RfL or Future Service Provider under TUPE

that have been identified by SP in accordance with clause 54.5(b);

"Transparency Commitment" means the transparency commitment stipulated by the

UK Government in May 2010 in accordance with which RfL must publish its contracts,

tender documents and data from invoices received, as the same may be amended from

time to time;

"Trial Operations" means the final phase of testing in the Central Section to be

performed in accordance with schedule B4 (Testing (Units)) once Trial Running Tests have

been completed and prior to the commencement of full passenger revenue earning service

in the Central Section;

"Trial Running Tests" means the fifth phase of the Central Section Testing process to be

performed in accordance with schedule B4 (Testing (Units)) in which dynamic testing of

the Units will take place principally to test the signalling and power capacity with trains

running to a high-frequency timetable;

"TSA Bond Amount" has the meaning given to such term in paragraph 1.1 of part 4 of


"TSA Bond Provider Downgrade" means the long-term credit rating of the TSA Bond

Provider falls below "A" from Standard and Poor's Rating Services or the equivalent of "A"

from each one of the entities of equivalent international reputation that provide a long-

term credit rating to the TSA Performance Bond Provider;

"TSA Performance Bond" means a performance bond in the form set out in the

appendix to part 4 of schedule E11 (Milestones and Security);

"TSA Performance Bond Provider" means a financial institution providing the TSA

Performance Bond in accordance with the requirements of part 4 of schedule E11

(Milestones and Security);

"TSA Step-Down Date" has the meaning given to such term in paragraph 1.3 of part 4

of schedule E11 (Milestones and Security);

REDACTED VERSION

"TSA Subcontract"36 means the Key Subcontract (in agreed form) to be entered into on

or around the date of this Agreement between the SP and the Train Maintainer under

which the Train Maintainer agrees to carry out certain obligations relating to train

maintenance and the Services;

"TSA Trigger Event" means has the meaning given to such term in paragraph 2 of part

4 of schedule E11 (Milestones and Security);

"TSI" has the meaning given to such term in the Interoperability Regulations;

"TSSSA Change" means a Change the principal purpose of which is to reallocate in

whole or material part the maintenance and/or operational responsibilities for the Units,

the Equipment and/or the OOC Depot between the Parties;

"TSSSA Change Notice" has the meaning given to such term in paragraph 1.2 of part 3

of schedule A8 (Change Procedure);

"TUPE" means the Transfer of Undertakings (Protection of Employment) Regulations

2006 or any other regulations enacted for the purpose of implementing the EC Acquired

Rights Directive into English Law;

"Type Test" means testing carried out by or on behalf of the SP on one or more

components, Subsystems, systems, Vehicles, Units or the DOO CCTV System to

demonstrate the compliance of that item with the relevant requirements of this

Agreement, and in such a manner that the test may be regarded as representative of all

items of that type, and "Type Testing" shall be construed accordingly;

"Unavailable" means in respect of an Accepted Unit that such Unit is not Available and

"Unavailability" shall be construed accordingly;

"Unavailable Infrastructure" means any Railway Infrastructure which is not Available

Infrastructure;

"Unavoidable Fixed Costs" means the fixed costs incurred by the SP which first fall due

for payment by the SP during the period of indemnity but excluding:

(a) costs which could have reasonably been mitigated or avoided by the SP;

(b) payments to the SP's Associated Companies;

(c) payments which are not entirely at arm's length;

(d) Indirect Losses suffered or allegedly suffered by any person;

(e) fines, penalties or damages for unlawful acts, breaches of contract or other legal

obligations;

(f) payments the SP can recover under contract or in respect of which the SP has a

remedy against another person in respect of the same liability;

(g) payments to the extent that the SP has available to it reserves which the SP can

draw upon; and

(h) payments representing any profits of the Project (to the extent not already

excluded in limb (d) above);


REDACTED VERSION

"Undertakings" means any agreements, undertakings, assurances or other

commitments or obligations set out in the column entitled "Commitment Extract" in the

table in schedule A7 (Undertakings), provided that in each case the relevant Party will to

the extent necessary refer back to the applicable source document referred to in the

column entitled "Source" in order to understand the full meaning, scope and requirements

in respect of the relevant agreement, undertaking, assurance, commitment or obligation;

"Undertakings Compliance Plan" has the meaning given to such term in paragraph 2.2

of schedule A7 (Undertakings);

"Unexpected Employee" has the meaning given to such term in clause 54.7(c);

"Uninsurable" means in relation to a risk, either that:

(a) insurance is not available to the SP in respect of the Project in the worldwide

insurance market with reputable insurers of good standing in respect of that risk;

or

(b) the insurance premium payable for insuring that risk is at such a level that the risk

is not generally being insured against in the worldwide insurance market with

reputable insurers of good standing by concessionaires in the United Kingdom;

"Uninsured Loss" means that the relevant Losses are not recoverable under the

Insurances to be taken out by the SP in accordance with clause 46 (Insurance) (assuming

that such Insurances have been taken out and maintained in force as required by clause

46 (Insurance) and taking no account of any Losses which are not recoverable as a result

of any excess or deductible under any such policy of insurance);

"Unit" has the meaning given to such term in the Train Technical Specification;

"Unit Failure" has the meaning given to such term in paragraph 2.8 of part 1 of schedule


"Unit Failure Services" has the meaning given to such term in paragraph 2.8 of part 1


"Unit Final SAFFM" has the meaning given to such term in clause 21.7(b)(iii);

"Unit Log Book" has the meaning given to such term in paragraph 2.9 of part 2 of


"Unit Longstop Date" means in respect of any Unit the date 12 months after the date

set out for Provisional Acceptance of that Unit in the Project Programme;

"Unrestricted Passenger Revenue Earning Service" means the operation in DOO

mode without restriction of a Unit on relevant parts of the Crossrail Infrastructure in

connection with the carriage of passengers by railway;

"Unsuitable Person" means any person, or a company owned or controlled directly or

indirectly by a person, whom RfL considers (on reasonable grounds):

(a) to have personal or business interests which conflict with RfL's interests in the

Project, the Crossrail Project or the Network as a whole; or

(b) may have an adverse effect upon the operation or safety of the Project, the

Crossrail Project or the Network as a whole;

"Utilities Contracts Regulations" means the Utilities Contracts Regulations 2006 (as

amended);

REDACTED VERSION

"VAT" means any value added taxes;

"Vehicle" has the meaning given to such term in the Train Technical Specification;

"Vehicle Design Area" has the meaning given to such term in paragraph 7.4(a) of part

2 of schedule A4;

"Verification Declaration" has the meaning given to such term in the Interoperability

Regulations;

"Voluntary Termination Date" has the meaning given to such term in clause 49.1(c);

"Warranted Design Life" means, in respect of each Key Component, the corresponding

design life set out in the table in clause 22.2(a);

"Warranty Period" means, in respect of each Unit, Spare, Special Tool, Simulator and

Station Proprietary Item, the period commencing on the date on which the Services Period

for that Unit, Spare, Special Tool, Simulator or Station Proprietary Item ends and expiring

one year thereafter;

"Waste" has the meaning given to such term in the Waste Framework Directive

(European Directive (WFD) 2006/12/EC), as amended by the Waste Framework Directive

(Directive 2008/98/EC);

"Woodland Area" means the land demised by the underlease (Railway Ref. No.

19209/0001) dated 27 February 1989 between British Railways Board and London

Borough of Hammersmith and Fulham which forms part of Site Area 1 for the purposes of

this Agreement;

"Working Day" means a day (other than a Saturday or a Sunday) on which banks are

open for domestic business in the City of London;

"Works" means the Depot Works and/or the Train Works;

"Works Compensation" means all amounts properly payable to third parties arising in

respect of the carrying out of the Depot Works arising by way of:

(a) injurious affection pursuant to section 10 of the Compulsory Purchase Act 1965;

(b) structural loss or damage or damage by reason of noise or vibration as may be

claimed under section 7 of the Compulsory Purchase Act 1965;

(c) compensation payable pursuant to the terms of any Undertakings where such

compensation might otherwise be the subject of a claim pursuant to (a) or (b)

above; or

(d) claims in nuisance and/or negligence,

in each case including allowable professional fees and any statutory or agreed interest but

excluding any amount payable as Operational Compensation;

"Works Element" means the obligations of the SP under this Agreement which relate to

the Works and, in respect of such obligations which relate to the Works and the Services,

then such obligations but only to the extent that they relate to the Works and not the

Services;

"Works Element Limitation" has the meaning given to such term in clause 45.3(a);

and

REDACTED VERSION

"Works Liquidated Damages" means liquidated damages payable by the SP pursuant

to clauses 21.6(e), 21.9(f), 21.9(g) and 21.10(b).

1.2 Interpretation

In this Agreement (including the recitals, schedules, appendices and annexes), except

where otherwise provided in this Agreement or the context otherwise requires:

(a) references to:

(i) a "part", "clause", "schedule", "appendix" or "annex" are to a part, clause,

schedule, appendix or annex to this Agreement; and

(ii) a "paragraph" in a schedule are to a paragraph in that schedule.

(b) the headings to parts, clauses, schedules, appendices and annexes are for

convenience only and shall not affect the interpretation of this Agreement;

(c) a reference to a statutory provision shall include a reference to:

(i) the statutory provision as modified or re-enacted or consolidated from time

to time whether before or after the date of this Agreement; and

(ii) any subordinate legislation made under the statutory provision whether

before or after the date of this Agreement;

(d) a reference to a "party" or "person" shall include bodies corporate, statutory

bodies, unincorporated associations and partnerships and that party or person's

legal personal representatives, successors and permitted assigns;

(e) any obligation on either Party to do or not to do any thing shall be deemed to

include an obligation to procure or not to permit or suffer such things to be done by

such Party's agents, servants, contractors and subcontractors of any tier and acts

or omissions of either Party's agents, servants, contractors or subcontractors of

any tier shall be deemed to be acts or omissions of such Party for the purposes of

this Agreement;

(f) a reference to this Agreement or any other agreement or document includes

permitted variations, amendments, replacements, novations or supplements to this

Agreement (including the schedules, appendices and annexes) and, as the case

may be, such other agreement or document;

(g) a reference to an agreement or other document "in the agreed form" is to that

agreement or document in the form which has been accepted by RfL and initialled

on its behalf and accepted by the SP and initialled on its behalf for the purposes of

identification;

(h) words importing the singular number only shall include the plural number and vice

versa;

(i) words importing one gender shall include any other gender;

(j) the words "include" and "including" are to be construed as meaning "including,

without limitation";

(k) references to "writing" shall include any mode of reproducing words in any legible

form;

REDACTED VERSION

(l) references to any period of 14 days or less shall exclude any public holidays in

England falling within any such period;

(m) references to "days", "weeks", "months" or "years" shall be construed in

accordance with the Gregorian calendar;

(n) with the exception(s) of those elements of the Service Payment which shall be

indexed in accordance with schedule E2 (Payment Mechanism) or any other

amounts which are stipulated to be indexed in a different way, amounts stated or

expressed in this Agreement to be indexed shall be references to such amounts at

Indexation Base Month prices multiplied by:

x

y

RPIX

RPIX

where:

RPIXy means the value of RPIX for November published in December of the

preceding Contract Year, save in respect of the indexation in respect of the First

Contract Year when it shall be such index published in December 2013 for the

month of November 2013; and

RPIXx means the value of RPIX for November 201137 published in December 201138.

37 Year may change in the event that the Indexation Base Month is revised in due course.

38 Year may change in the event that the Indexation Base Month is revised in due course.

REDACTED VERSION

PART I – THE CONCESSION

2. GRANT AND COMMENCEMENT OF CONCESSION

2.1 Immediately Effective Clauses

The rights and obligations arising under the Immediately Effective Clauses shall be of

immediate effect upon execution by the last Party to execute this Agreement.

2.2 Conditions precedent to Concession commencement39

(a) The rights and obligations of the Parties under this Agreement (other than the

rights and obligations arising under the Immediately Effective Clauses) shall be

conditional upon satisfaction of the conditions set out in clauses 2.3 and 2.4.

(b) Each Party shall promptly notify the other Party in writing upon all of the conditions

set out in this clause 2 which are required to be satisfied in form and substance

satisfactory to it being satisfied or waived in accordance with the terms of this

Agreement.

2.3 RfL conditions40

The occurrence of the Commencement Date is subject to the satisfaction of each of the

following conditions in form and substance satisfactory to RfL on or before the Scheduled

Commencement Date:

(a) receipt by RfL of the Parent Company Guarantee duly executed by the Guarantor;

(b) [the Advance Payment Bond duly executed by the Advance Payment Bond Provider

with a Bond Amount and which complies with the provisions of paragraph 1 of part

1 of schedule E11 (Milestones and Security);]41

(c) a legal opinion (in a form and substance satisfactory to RfL) that the Guarantor has

the requisite power and authority to execute the Parent Company Guarantee and

that following such execution the terms of the Parent Company Guarantee will be

binding on and enforceable against the Guarantor;42

(d) the SP having entered into the Key Subcontracts in the agreed form;

(e) all of the Key Subcontracts having become unconditional in all respects (save for

any condition relating to this Agreement coming into full force and effect) and no

event of default (howsoever described and whether actual or potential) having

occurred under any one of them which has not been remedied;

(f) RfL, the SP and the Train Maintainer having entered into the Train Maintainer's

Direct Agreement and such document having become unconditional in all respects

(save for any condition relating to this Agreement coming into full force and

effect);43

39 It is likely that all the conditions in this clause 2 (Grant and Commencement of Concession) will be met by the

Commencement Date. However, the structure for CPs remains in the Agreement at this stage to ensure that

progress can be monitored against the various deliverables.

40 Some of these conditions may change depending on the Bidders' proposed contractual structure.

41 This CP will be dependent on timing of first payment. RfL also reserves the right to include evidence of due

execution as a CP.

42 Requirement for legal opinion will depend on place of incorporation of Guarantor. If the SP is incorporated outside

the UK, a legal opinion will also be required in relation to the SP.

43 As noted above, the Direct Agreements required will depend on the SP's subcontracting structure.

REDACTED VERSION

(g) RfL, the SP and the Depot Building Contractor having entered into the Depot

Building Contractor's Direct Agreement and such document having become

unconditional in all respects (save for any condition relating to this Agreement

coming into full force and effect);44

(h) RfL and the Train Carried Signalling Equipment Subcontractor having entered into

the Train Carried Signalling Equipment Subcontractor's Direct Agreement and such

document having become unconditional in all respects (save for any condition

relating to this Agreement coming into full force and effect);

(i) RfL and the DOO CCTV Supplier having entered into the DOO CCTV Supplier's

Direct Agreement and such document having become unconditional in all respects

(save for any condition relating to this Agreement coming into full force and

effect);

(j) the SP and the Escrow Agent having entered into the Escrow Agreement;

(k) receipt by RfL of the insurance broker's letter of undertaking pursuant to clause

46.19(a);

(l) no SP Default having occurred which is continuing; and

(m) receipt by RfL of a certified copy of a resolution of the board of directors of the SP,

all relevant SP Parties (including the Guarantor and Key Subcontractors), as

relevant:

(i) approving the terms of, and the transactions contemplated by, this

Agreement and all the other related documents to which it is a party; and

(ii) in the case of the SP, authorising a specified person or persons to approve

amendments to, and execute, this Agreement and all the other related

documents to which it is a party.

The SP shall use its reasonable endeavours to procure that the conditions referred to in

this clause 2.3 are satisfied on or before the Scheduled Commencement Date.

2.4 SP conditions

The occurrence of the Commencement Date is subject to the satisfaction of each of the

following conditions in form and substance satisfactory to the SP on or before the

Scheduled Commencement Date:

(a) the TfL Guarantee having been duly executed by TfL and delivered to the SP; and

(b) RfL having provided to the SP a certified copy of a resolution of the board of

directors of RfL passed at a duly convened and held meeting:

(i) approving the terms of, and the transactions contemplated by, this

Agreement and all the other related documents to which it is a party; and

(ii) authorising a specified person or persons to approve amendments to, and

execute, this Agreement and all the other related documents to which it is a

party.

RfL shall use its reasonable endeavours to procure that the conditions referred to in this

clause 2.4 are satisfied on or before the Scheduled Commencement Date.

44 As noted above, the Direct Agreements required will depend on the SP's subcontracting structure.

REDACTED VERSION

2.5 Effect of non-satisfaction of conditions precedent

Unless all of the conditions precedent in clauses 2.3 and 2.4 are fulfilled or, in the case of

the conditions set out in clause 2.3 waived in writing by RfL, and in the case of the

conditions set out in clause 2.4 waived in writing by the SP on or before the Scheduled

Commencement Date (or such later date as the Parties may agree), this Agreement

(other than the Immediately Effective Clauses) shall have no force or effect, each Party

shall bear their own costs in connection with the negotiation of this Agreement and

neither Party shall have any obligation to the other hereunder save for any antecedent

breach or under clause 62 (Confidentiality) which shall remain in full force and effect

notwithstanding the non-satisfaction of the conditions precedent hereto.

3. DURATION OF AGREEMENT AND CONCESSION

3.1 Concession commencement

The Concession shall commence on the Commencement Date.

3.2 Duration of Concession

Subject to clause 3.3, the Agreement shall terminate on the date 32 years after the

Commencement Date (the "Expiry Date") unless this Agreement shall have been

terminated prior thereto in accordance with the provisions of this Agreement in which case

the Concession shall terminate on the date of termination of this Agreement.

3.3 Concession extensions

RfL shall have the right to extend the Original Concession Period in accordance with

schedule E4 (Options).

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and warranties

The SP represents and warrants to RfL as at the date of this Agreement that:

(a) [it is a corporation, duly incorporated and validly existing under the laws of

England and Wales,]45 and that it has the power to own its assets and carry on its

business as it is being conducted;

(b) the execution by it or any SP Party of any of the Project Documents to which it is a

party does not contravene any provision of:

(i) any existing law, treaty or regulation in force and binding on the SP or any

SP Shareholder or Key Subcontractor;

(ii) the memorandum of association or articles of association of the SP or any

SP Shareholder or Key Subcontractor or their equivalent in a jurisdiction

other than England and Wales;

(iii) any order or decree of any court or arbitrator existing as at the date of this

Agreement and binding on the SP or any SP Shareholder or Key

Subcontractor; or

(iv) any obligation which is binding upon the SP or any SP Shareholder or Key

Subcontractor or upon any of its or their assets or revenues;

45 Clause 4.1(a) to be amended as appropriate to reflect the entity that the Bidder proposes to enter into the RSPA.

REDACTED VERSION

(c) it and each SP Party has the requisite power and authority to enter into, perform

and deliver, and has taken all necessary action to authorise its entry into,

performance and delivery of, this Agreement, the Project Documents and Key

Subcontracts to which it is a party and the transactions contemplated by the

Project Documents and Key Subcontracts;

(d) it has obtained all necessary SP Shareholder and board approvals in respect of the

execution of this Agreement, the Project Documents and Key Subcontracts to which

it is a party and the performance of its obligations under it;

(e) its obligations under this Agreement, each Project Document and Key Subcontract

to which it is a party are valid, binding and enforceable at law and in equity in

accordance with its terms;

(f) no litigation, arbitration or administrative proceeding is current, pending or

threatened to restrain the entry into, exercise of any of its rights under and/or

performance or enforcement of or compliance with any of its obligations under this

Agreement, the Project Documents or the Key Subcontracts;

(g) no meeting has been convened or is intended to be convened and/or no petition,

application or the like is outstanding with a view to its winding-up;

(h) the SP (and/or the Key Subcontractors) is/are the absolute and unencumbered

proprietor of all IPR described in clause 57 (Intellectual Property Rights) or (where

such IPR are licensed) has/have the right to exercise those IPR and grant the

relevant licences of those IPR to RfL and others as contemplated by this

Agreement;

(i) the entering into or performance of its obligations or exercising of its rights under

this Agreement, the Project Documents or the Key Subcontracts to which it is a

party or any related document will not be in breach of, or cause to be breached,

any restriction (whether arising in contract or otherwise) binding on the SP, any SP

Shareholder, or any Key Subcontractor or any of their respective assets or

undertakings; and

(j) in entering into this Agreement it has not committed any Prohibited Act.

4.2 Repetition of warranties

The Parties agree that the representations and warranties set out in clause 4.1 shall be

deemed to be repeated by the SP on the Commencement Date. The SP understands and

acknowledges that RfL is relying on these representations and warranties and is entering

into this Agreement and the Project Documents on the basis of them.

5. GENERAL OBLIGATIONS OF THE SP

5.1 General rights and obligations of the SP

The SP shall with effect from the Commencement Date for the Concession Period have the

right and the obligation at its own cost and risk and without requiring any payment from

or contribution on the part of RfL, other than as specifically provided in this Agreement,

to:

(a) design, manufacture, supply, test, commission, sell and deliver to RfL the Units and

the Equipment;

(b) design, construct, test, commission, integrate, assimilate and operate the OOC

Depot;

REDACTED VERSION

(c) make the Units Available to RfL or the CTOC for the purposes of operating

Diagrams in accordance with this Agreement;

(d) provide the Services;

(e) Repair and maintain the Units, the Equipment (with the exception of the Station

Proprietary Items) and the OOC Depot; and

(f) Return the Units, the Equipment (with the exception of the Station Proprietary

Items) and the OOC Depot on termination or expiry of the Agreement,

in each case, subject to and in accordance with the terms of this Agreement and the other

Project Documents and recognising that these obligations form part of and need to be

integrated with the whole Crossrail Project.

5.2 Performance of obligations in compliance with laws

In performing its obligations under this Agreement, the SP shall and shall procure that its

Subcontractors shall (where relevant):

(a) comply with all Applicable Laws and Standards and continually review, throughout

the Concession Period, its business practices, policies, standards, procedures and

controls, to ensure compliance with all Applicable Laws and Standards in a manner

which would be adopted by a diligent contractor acting in accordance with Good

Industry Practice;

(b) comply with their respective Safety Obligations including all relevant requirements

of the HSWA, ROGS, the Transport and Works Act 1992 and any Safety

Management System applicable to the testing of the Units on the Crossrail

Infrastructure;

(c) comply with all directions of the Regulator and any other Competent Authority (in

each case acting properly and lawfully in its role as Competent Authority) provided

that the SP acknowledges and agrees that compliance with the same shall not

relieve the SP from compliance with any of its obligations under this Agreement nor

entitle it to any compensation or relief; and

(d) comply with Environmental Laws and at all times prevent any unlawful nuisance

(including noisy working operations), obstruction, trespass, interference with any

right of light, way, air or water, or other interference with the rights of any

adjoining landowners, tenants or occupiers or any statutory undertaker.

5.3 General assistance

The SP shall, at its own cost:

(a) provide in a timely manner all reasonable assistance and/or information reasonably

requested from time to time by RfL or its nominee in relation to the provision of the

Units, the Equipment, the OOC Depot and the Services;

(b) without prejudice to clause 20.4, co-operate fully with any reasonable request

made by RfL or its nominee in connection with the design, construction, testing and

commissioning of (i) the Central Section; (ii) the On-Network Works; and (iii) the

integration of all/any aspects of the Crossrail Project as a whole and, in each case,

the related Railway Infrastructure or any part thereof;

(c) in consultation with the suppliers of the relevant interfacing systems of the

Crossrail Project, prepare and/or review as necessary, and in a timely manner,

details of the interfaces between the Units and systems in the construction and

REDACTED VERSION

fitting-out of the Central Section so as to satisfy its obligations in paragraph 5.6 of

part 2 of schedule A4 (Assurance) in relation to systems integration and integration

management; and

(d) without prejudice to clause 5.11(a), on request in writing from RfL, the SP shall

make available to RfL (without charge) all documents and data of any nature

acquired or brought into existence in any manner whatsoever by or on behalf of

the SP and which might reasonably be required by RfL for the purposes of carrying

out its duties and obligations under this Agreement and any other functions, duties

or responsibilities or obligations of RfL, CRL or the CTOC in respect of the Crossrail

Project. Further, the Parties agree that the provisions of schedule E10 (Open Book

Accounting) shall apply.

5.4 Standards of performance and quality

The SP shall at all times in performing its obligations under the Project Documents:

(a) perform its obligations in accordance with the best modern principles and practices

in the activity concerned, and with all due skill, care, diligence, prudence and

foresight to be expected of appropriately qualified: (i) professional designers and

engineers; (ii) maintainers of railway vehicles; and (iii) depot builders, with, in

each case, demonstrable experience in carrying out work of a similar scope, type,

nature and complexity to that required under the Project Documents and provide

all necessary additional and ongoing training required to ensure the same;

(b) subject to clauses 11.2 and 16.3, comply in all respects with the standards and

methods of performance detailed in the Train Technical Requirements, Depot

Technical Requirements and the Maintenance Technical Requirements (as

appropriate);

(c) ascertain, maintain and comply in all respects with all Applicable Laws and

Standards and Relevant Approvals and perform its obligations in a safe manner and

free from any material risk to the health and wellbeing of persons (including

passengers) using, operating, maintaining or involved in the management of the

Units, the Equipment, the Services or the OOC Depot; and

(d) without prejudice to the foregoing, exercise all due skill, care, diligence and good

safety practice in the performance of its obligations under the Project Documents

and not in any manner endanger the health and safety or unreasonably interfere

(except as expressly provided in this Agreement) with the proper performance of

the duties of RfL or the CTOC or the employees of either of them or those of any

third parties.

5.5 Assurance and liability for performance

(a) The SP shall provide Progressive Assurance to RfL in accordance with the

requirements of schedule A4 (Assurance).

(b) Notwithstanding any other provision of this Agreement, no examination or lack of

examination by RfL or its nominee and/or Assurance Acceptance of any document

submitted by the SP in accordance with the requirements of the Assurance Regime

or otherwise shall in any respect relieve or absolve the SP from any obligation or

liability under or in connection with this Agreement whether in relation to accuracy,

safety, suitability, adequacy, performance, time or otherwise.

REDACTED VERSION

5.6 SP as independent contractor and employees46

(a) In entering into and performing its obligations under the Project Documents, the SP

shall be an independent provider and is not and shall not hold itself out as, and

shall ensure that none of its employees or any Subcontractor, their subcontractors

of any tier or SP Shareholder or any employee of any of them holds themselves out

as, an agent of RfL, CRL or the CTOC unless this Agreement expressly states that

any such person is to act as an agent of RfL, CRL or the CTOC.

(b) The SP shall comply with the provisions of part 1 of schedule A3 (Contract

Management) in respect of the appointment of Key Posts.

5.7 Relevant Approvals

The SP shall:

(a) obtain and maintain at all times any Relevant Approvals which the SP shall be

required to hold under any Applicable Laws and Standards or which are otherwise

required for the SP to carry out its obligations under this Agreement;

(b) comply with the procedure in part 1 of schedule A5 (Consents) in each case where

it is applying for a new CRL Consent or amending an existing CRL Consent and

comply on behalf of RfL/CRL with all of the conditions of each CRL Consent which is

in effect or comes into effect;

(c) indemnify the Indemnified Parties against all Losses suffered or incurred by any of

the Indemnified Parties by reason of any breach by the SP of any of the terms or

conditions of any CRL Consent or any action or inaction in relation to any CRL

Consent;

(d) comply with each of the Existing Consents;

(e) be responsible for and shall bear the cost of preparing all materials necessary for

each application for obtaining the Relevant Approvals;

(f) be responsible for obtaining an independent safety assessment of all safety

submissions to Competent Authorities;

(g) be responsible for liaising with all relevant parties in obtaining all Relevant

Approvals including Competent Authorities, CRL, the Crossrail Safety Review Panel,

LHR and the Delivery Partners;

(h) each time a submission to a Competent Authority for Relevant Approvals is made,

be primarily responsible for co-ordinating a review of the Relevant Approvals

Management Plan and agreeing any amendments that are necessary to the

relevant Relevant Approvals Management Plan with RfL; and

(i) renew and/or update and/or obtain new Relevant Approvals where:

(i) either of the Parties wishes to change any aspect of the design,

manufacture, construction, maintenance or use of the Units or the OOC

Depot in a way which would invalidate an existing Relevant Approval or the

CTOC's Safety Certificate; or

(ii) any Relevant Approval needs to be renewed; or

46 Note to bidders: Please refer to IFT Part D9.

REDACTED VERSION

(iii) any Relevant Approval needs to be updated for any other reason in

accordance with all Applicable Laws and Standards,

subject, in the case of clause 5.7(i)(i) above only, to the Change Procedure.

5.8 SP costs of performance of obligations

Save as otherwise provided in this Agreement, the SP shall, in undertaking the Project

and in carrying out its obligations under the Project Documents, give all notices, pay all

fees, expenses, compensation, liabilities, damages and other outgoings and do all other

acts or things which are or may be required to be given, paid or done whether under

Applicable Laws and Standards or otherwise.

5.9 Subcontracting by SP

(a) Subject to the remainder of this clause 5.9, the SP shall be free to subcontract any

of its obligations under this Agreement and the Project Documents. The SP shall

retain full responsibility and liability for the performance of its Subcontractors and

their subcontractors of any tier, and shall procure that such Subcontractors and

their subcontractors of any tier, in the performance of their respective obligations,

observe and comply with all undertakings relating to their respective obligations on

the part of the SP in the Project Documents.

(b) The SP shall not:

(i) enter into a Key Subcontract;

(ii) terminate or agree to the termination of all or part of any Key Subcontract;

(iii) make or agree to any material variation of any Key Subcontract;

(iv) in any material respect depart from its obligations (or waive or allow to

lapse any rights it may have in a material respect), or procure that others in

any material respect depart from their obligations (or waive or allow to lapse

any rights they may have in a material respect), under any Key

Subcontract; or

(v) enter into (or permit the entry into by any other person of) any agreement

replacing all or part of (or otherwise materially and adversely affecting the

interpretation of) any Key Subcontract,

without the prior written consent of RfL in each case to such proposed course of

action.

(c) RfL in executing this Agreement hereby provides its prior written consent to

subcontracting by the SP to:47

(i) the Depot Building Contractor on the basis set out in the initial terms of the

Depot Building Contract;

(ii) the Train Maintainer and the Depot Operator on the basis set out in the

initial terms of the TSA Subcontract;

(iii) the Train Carried Signalling Equipment Subcontractor on the basis set out in

the initial terms of the Train Carried Signalling Equipment Subcontract; and

47 As noted above, subcontract structure will depend on Bidder proposals.

REDACTED VERSION

(iv) the DOO CCTV Supplier on the basis set out in the initial terms of the DOO

CCTV System Subcontract,

in each case in the agreed form on the date of this Agreement.

(d) The SP shall obtain prior written consent from RfL in relation to the identity of each

Major Equipment Subcontractor and any replacement of the same and in executing

this Agreement, RfL hereby provides its prior written consent to each of the Major

Equipment Subcontractors listed in part 2 of schedule A6 (Subcontracts).

(e) RfL shall be deemed to have approved any amendment to the Key Subcontracts or

the identity of the Major Equipment Subcontractors which is required as a result of

any change made to this Agreement agreed by the Parties in accordance with the

terms of this Agreement (provided that any such changes made correspond in all

material respects with the change made to this Agreement).

(f) For the avoidance of doubt, neither the giving of consent by RfL to the identity of

the Key Subcontractors or the Major Equipment Subcontractors nor the knowledge,

review or approval of the terms of any Key Subcontract shall relieve the SP of any

of its obligations under this Agreement, amend or alter any of the SP's obligations

under this Agreement, or entitle the SP to any relief or compensation, or render RfL

in any way liable to any Key Subcontractor or any of the Major Equipment

Subcontractors.

(g) The SP shall report to RfL on a monthly basis in respect of all payments due and

paid (including any adjustments to such payments) to the Train Carried Signalling

Equipment Subcontractor under the Train Carried Signalling Equipment

Subcontract.

(h) The SP shall ensure that where any of the Key Subcontracts is terminated, a direct

agreement is provided for the replacement contract, such direct agreement to be in

substantially the same form as the relevant Direct Agreement in respect of the

contract which has been terminated.

5.10 SP to inform itself fully

(a) The SP shall be deemed prior to entering into this Agreement to have obtained for

itself all necessary information as to risks, contingencies and all other

circumstances which may influence or affect the amounts payable to the SP and

the performance of the obligations of the SP under the Project Documents. The SP

shall be responsible for the interpretation of all such information for the purposes

of this Agreement.

(b) Without prejudice to clause 5.10(a), the SP warrants and undertakes to RfL that it

has:

(i) carefully studied the Disclosed Data and is entirely familiar with the contents

thereof;

(ii) satisfied itself in relation to the operational and integration requirements of

the Crossrail Project as they relate to the SP's obligations under the Project

Documents including interfaces with third parties;

(iii) satisfied itself in relation to the design of the On-Network Works and the

Central Section as provided in the Train Technical Specification;

(iv) satisfied itself as to the condition of the Site as set out in clause 8.1(c); and

REDACTED VERSION

(v) satisfied itself in respect of the depot and stabling arrangements at the

Ilford Depot and the Stabling Sites.

(c) The SP may at any time submit a reasonable request for information which is not

reasonably available to the SP from RfL (a "Request for Information" or "RFI")

and, if RfL is reasonably able to provide such information, the Parties shall agree a

timescale for the provision of such information. For the avoidance of doubt, RfL

shall provide any information which it is able to procure on an unwarranted basis

and under no circumstances shall a failure by RfL to provide information to the SP

in response to an RFI amount to a claim by the SP for relief or compensation under

this Agreement.

(d) Save as expressly provided herein and without prejudice to clause 63 (Sole

Remedy and Disclaimer), the SP shall not be entitled to make any claim against RfL

or to seek any relief or remedy of any nature nor shall the SP be relieved from any

risks or obligations imposed on or undertaken by it under the Project Documents

on the grounds:

(i) of any misunderstanding or misapprehension in respect of any of the

matters referred to in clause 5.10(b); or

(ii) that incorrect or insufficient information (including the information made

available to the SP at any stage) was given to it by any person whether or

not in the employ of RfL; or

(iii) that, at the date hereof, it did not or could not foresee any matter which

may affect or have affected the ability of the SP to comply with its

obligations under the Project Documents.

5.11 Project Programme and provision of documents

(a) The SP shall perform its obligations under this Agreement in a timely manner in

compliance with the dates set out in the Project Programme.

(b) Unless expressly stated otherwise, the Project Programme shall not be amended in

any manner or form without the written consent of RfL and without RfL or its

nominee granting Assurance Acceptance to such amendment.

(c) The matters set out in the Project Programme shall be wholly without prejudice to

the SP's obligation to achieve each level of Acceptance for each Unit and each item

of Equipment on each Relevant Acceptance Date for that Unit or item of Equipment

and to achieve each Sectional Completion Certificate in respect of each Depot

Section on each Target Depot Completion Date for that Depot Section.

(d) The SP shall provide RfL with each deliverable (including all Technical Documents)

required pursuant to this Agreement in accordance with the timing requirements of

this Agreement and in the form required by paragraph 6 of part 1 of schedule A3

(Contract Management) where appropriate.

5.12 Access to RfL for audit, verification and inspection

(a) The SP shall without further charge grant access to RfL during normal business

hours and on reasonable prior notice, to any premises used by the SP, any of its

Key Subcontractors, the Depot Operator or any Subcontractor, in performing its

obligations pursuant to this Agreement, to the extent necessary to allow RfL to

exercise any of its rights granted under this Agreement.

(b) (i) The SP shall, and shall procure that its Subcontractors shall, without

prejudice to clause 31.1:

REDACTED VERSION

(A) maintain a complete and correct set of records (the "SP's Records")

pertaining to all activities relating to the performance of the SP's

obligations under this Agreement and all transactions and

Subcontracts entered into by the SP for the purposes of performing

its obligations under this Agreement including availability of records

in electronic form and online; and

(B) to the extent not handed over to RfL on termination or expiry of the

Agreement pursuant to clauses 52 (Payments for Termination) to 55

(Termination Prior to Expiry), retain all the SP's Records for a period

of not less than six years (or such longer period as may be required

by law) following termination of this Agreement ("Retention

Period").

(ii) Notwithstanding any other right of audit that RfL is entitled to under this

Agreement or under any Applicable Laws and Standards, in order to verify

the SP's performance of and compliance with this Agreement, RfL (and/or its

nominees) shall be entitled on reasonable written notice:

(A) to audit, inspect or witness any aspects of the quality or performance

of any of the SP's obligations (including performance by any of its

Subcontractors) pursuant to this Agreement;

(B) to inspect and be provided with copies (electronic and hard copy)

without further charge to the extent necessary to verify the SP's

compliance with this Agreement any and all of the SP's Records

relating to this Agreement during the Retention Period (but not

including any part of the SP's Records containing commercially

confidential information to which RfL is not otherwise entitled

pursuant to this Agreement); and

(C) to audit the management systems of the SP and those of any

Subcontractor,

provided that each of the audits and inspections described in this clause

5.12(b)(ii) shall not unreasonably disrupt the commercial and industrial

operation of the SP or its Subcontractors.

(iii) The SP acknowledges and agrees that RfL may nominate the C&AG to

exercise any or all of the rights granted to RfL under this clause 5.12, and

the SP shall produce oral and/or written responses (as requested) to any of

his questions.

(c) To the extent necessary for the purpose of exercising any of the rights granted

under clause 5.12(b)(ii) the SP shall provide, and shall procure that its

Subcontractors shall provide, all reasonable co-operation to RfL including:

(i) ensuring that appropriate safety and security systems are in place to

prevent unauthorised access, extraction of and/or alteration to any of the

SP's Records;

(ii) subject to clause 5.12(b)(ii)(B) making all of the SP's Records available for

inspection and within a reasonable time (or within such reasonable time

specified by RfL if such a time is specified) if requested; and

(iii) making the SP's employees and/or any Subcontractor's employees available

for discussion with RfL or its nominee.

REDACTED VERSION

(d) The SP shall procure that RfL shall be entitled to locate suitably qualified

representatives ("RfL's Resident Representatives") at the SP's Facility (and at

the premises of any Key Subcontractor) at any time from the Commencement Date

until Final Acceptance of the last Unit.

(e) The SP acknowledges and agrees that RfL's Resident Representatives situated at

the premises of any Key Subcontractor may exercise any of the rights of audit

granted to RfL under this clause 5.12 and the SP shall provide RfL's Resident

Representative with unrestricted access to any documentation and records relating

to the relevant part of the Project.

(f) The SP shall be responsible for providing RfL's Resident Representatives with

suitable office accommodation (consisting of desks, chairs, pedestal drawers,

telephone handsets with power sockets and two phone lines (one with broadband

capability)) and any necessary training they may require to access the SP or any

Subcontractor facilities.

(g) Any audit, inspection and/or testing by RfL, RfL's nominee or RfL's Resident

Representative pursuant to this clause 5.12 shall not relieve the SP (or any of its

Subcontractors) from any of its obligations under this Agreement or prejudice any

right, power and/or remedy of RfL against the SP.

(h) If and to the extent that RfL or any third party when exercising their respective

rights under this clause 5.12 discovers any breach or non-compliance with the

requirements of this Agreement, then the SP shall remedy such breach or non-

compliance as soon as reasonably practicable.

5.13 Contract management

(a) The SP shall comply with the provisions of schedule A3 (Contract Management).

(b) The SP shall provide an office in London (the "Project Office") at a location to be

agreed with RfL for the purposes of administering its activities under the RSPA and

liaising with RfL and CRL contractors and shall provide sufficient workspace and

reasonable facilities to accommodate up to five RfL or CRL staff or contractors at

any one time.

(c) The SP shall ensure that certain Key Posts are based in the Project Office in

accordance with paragraph 3 of part 1 of schedule A3 (Contract Management).

(d) The SP may change the location of the Project Office with the prior approval of RfL

or shall move the Project Office if reasonably required by RfL at different stages of

the Project.

5.14 Construction Industry Scheme

(a) To comply with the provisions of the CIS Regulations the SP shall immediately

following the Commencement Date provide its unique tax reference and accounts

office reference to RfL to allow RfL to verify the SP's registration status with Her

Majesty's Revenue & Customs ("HRMC") and following notification to RfL by HMRC

of the SP's registration status RfL's obligations under the CIS Regulations in

connection with the payment of the monies due (if any) to the SP shall be as

follows:

(i) If HMRC notifies RfL that the SP is registered for gross payment RfL shall

pay the monies due to the SP from RfL in accordance with the terms of this

Agreement without any deduction or withholding on account of tax under

the CIS Regulations.

REDACTED VERSION

(ii) If HMRC notifies RfL that the SP is either registered for deduction of tax for

the purposes of the CIS Regulations or is unregistered RfL shall be entitled

to deduct and withhold from the monies due to the SP under this Agreement

a sum equal to the appropriate relevant percentage (as specified by the

relevant order in force at the date of payment) of so much of the monies

due to the SP under this Agreement as is required under section 61(1) of

the Finance Act 2004 and any statutory amendment or modification thereof

and, if any such deduction is required, the SP shall only be entitled to

payment of the balance of the monies due to it from RfL under this

Agreement.

(iii) If the SP is either registered for deduction of tax for the purposes of the CIS

Regulations or is unregistered, the SP shall prior to the due date for any

contract payment (as defined in section 60 of the Finance Act 2004) to the

SP under this Agreement, notify RfL of the amount of such contract payment

as represents the direct cost to the SP and any other persons of materials

used or to be used in carrying out the construction operations (as defined in

section 74 of the Finance Act 2004) to which this Agreement relates. If and

to the extent that the SP does not notify RfL of such amount, RfL shall be

entitled to make a fair estimate of the amount of such direct cost in

determining the amount required to be deducted under the Construction

Industry Scheme.

(iv) The SP shall indemnify the Indemnified Parties (on an after-Tax basis) from

and against all Losses suffered or incurred by any of the Indemnified Parties

arising from any incorrect statement of the amount of the direct cost of

materials referred to in clause 5.14(a)(iii) or the inaccuracy of information

furnished to RfL under this clause.

(b) The SP agrees to notify RfL immediately of any change in its status for the

purposes of the CIS Regulations.

6. THIRD PARTIES, THIRD PARTY AGREEMENTS AND UNDERTAKINGS

6.1 Undertakings

(a) In performing its obligations under this Agreement, the SP shall not, and shall

procure that its Subcontractors shall not, by action or inaction, put SoS, RfL, CRL

or TfL in breach of any of the Undertakings and shall observe and comply with the

requirements or obligations set out in schedule A7 (Undertakings) and the column

entitled "RSPA – obligation on SP" in the table in appendix 1 to schedule A7

(Undertakings).

(b) Any material amendment or variation to any applicable source document referred

to in the "Source" column of the table in appendix 1 to schedule A7 (Undertakings)

which is the direct cause of a change in the requirements or obligations of the SP

referred to in clause 6.1(a), shall be an RfL Change for the purposes of this

Agreement (and RfL agrees not to withdraw such RfL Change to the extent that the

terms of this clause 6.1(b) apply).

6.2 LHR

The SP shall liaise with LHR and such of its Affiliates (including HAL and HEOC) as are

necessary to perform its obligations under this Agreement including achievement of Route

Acceptance, access and testing on the Heathrow Spur in accordance with clause 18.2(d)

and schedule B4 (Testing (Units)) and performance of any relevant Undertakings as

required by clause 6.1(a).

REDACTED VERSION

6.3 Assistance of RfL

(a) Without prejudice to the application procedure for CRL Consents set out in schedule

A5 (Consents), wherever, pursuant to any Applicable Laws and Standards or the

Undertakings or otherwise, the service of notices or documents is required by RfL

or CRL (including the service of notices in respect of functions or obligations

retained by RfL or CRL), and such notices or documents cannot be provided directly

by the SP, RfL shall serve all such notices or documents as the SP may reasonably

require to enable the SP to perform its duties and obligations under this

Agreement.

(b) Where clause 6.3(a) applies, the SP shall:

(i) provide RfL with the requisite information in a timely manner;

(ii) permit RfL to review the relevant information;

(iii) take account of any reasonable comments of RfL; and

(iv) indemnify CRL and RfL in respect of their reasonable costs incurred by

reason of any assistance provided in accordance with clause 6.3(a).

(c) As soon as reasonably practicable following receipt, RfL shall pass to the SP copies

of all notices received from third parties to the extent that the subject matter of

such notices relates to matters which are obligations of the SP under the Project

Documents.

(d) Neither RfL nor its nominee shall assume any responsibility for the effect or result

of an application or notice which it submits to a Competent Authority or other third

party on the part of the SP pursuant to this Agreement and the SP agrees that it

shall retain full responsibility.

6.4 CAHA

(a) The SP shall become a party to CAHA within two months of the Commencement

Date.

(b) Clause 16 of CAHA (or any reiteration of the principles of such provision) shall not

apply as between the SP on the one hand and the Indemnified Parties on the other

in respect of matters relating to the subject matter of this Agreement.

(c) Clause 17 of CAHA (or any reiteration of the principles of such provision) shall

apply between the SP and the Indemnified Parties in respect of matters relating to

the subject matter of this Agreement but only to the extent that the recovery of

the relevant loss would not otherwise be recoverable under this Agreement.

6.5 HS2

Without prejudice to the obligations of the Parties pursuant to the Change Procedure in

relation to a Major Depot Change, throughout the Concession Period the SP shall (at its

own cost) co-operate in all respects and in a timely manner with HS2, RfL and any of its

or their respective representatives in relation to the facilitation of the HS2 Project. Such

co-operation by the SP with HS2, RfL and any of its or their representatives shall include,

as appropriate, the provision of reasonable access at the OOC Depot and the provision of

all reasonable assistance, relevant documents and information.

REDACTED VERSION

7. RELATIONSHIP WITH CTOC, CRL AND REPRESENTATIVES

7.1 Acknowledgement of CTOC Franchise and CRL

(a) The SP acknowledges:

(i) that RfL may contract with the CTOC to undertake the operation of the

Crossrail Franchise or may undertake the operation of the Crossrail Services

by TfL or an Affiliate of TfL; and

(ii) that the Sponsors of the Crossrail Project formally approved CRL to deliver

the Crossrail Project.

(b) Consequently, the SP acknowledges that, subject to clause 7.1(c), RfL is entitled

to, by notice in writing to the SP:

(i) subcontract all or any of its obligations and functions under this Agreement

to the CTOC and/or CRL and/or TfL or its Affiliates; and/or

(ii) appoint CTOC and/or CRL or any RfL Affiliate to exercise all or any of RfL's

rights, powers and entitlements under this Agreement as agent for or

nominee of RfL,

in each case the "Approved Party", provided always that RfL shall retain full

responsibility (under, and subject to the terms and conditions (including

limitations) of, this Agreement) for the acts and omissions of the Approved Party

when carrying out any of RfL's rights, powers and entitlements under this

Agreement as if such acts and omissions were those of RfL itself.

(c) RfL shall not be entitled to appoint CTOC to undertake on RfL's behalf:

(i) RfL's payment obligations under this Agreement;

(ii) RfL's rights and obligations in relation to Changes under this Agreement;

and

(iii) RfL's rights to terminate this Agreement.

7.2 Notification

(a) Without prejudice to clause 7.1, RfL shall be entitled to notify the SP from time to

time of any specific functions which the Approved Party will be carrying out on

behalf of RfL and, following any such notification, the SP shall co-operate with the

Approved Party in the performance of such functions as if they were being carried

out by RfL.

(b) The SP may rely on the authority granted under a notice served pursuant to clause

7.2(a) and such authority shall only lapse in accordance with the terms of the

notice or where otherwise notified by RfL.

7.3 Co-operation

(a) The SP shall co-operate in all respects with the Approved Party as if it were RfL and

at the request of RfL shall provide to the Approved Party any assistance reasonably

required by the Approved Party to undertake any functions and, if required by RfL,

shall ensure that its senior representatives meet with the CRL board of directors.

(b) The Parties acknowledge that RfL may provide any information or documents it

receives in respect of or relating to this Agreement from the SP or from any third

REDACTED VERSION

party in relation to or on behalf of the SP to the Approved Party to enable it to

undertake its functions.

7.4 Representatives

In carrying out or exercising any rights, duties and obligations under this Agreement or

the other Project Documents, RfL shall always be entitled to consult the Approved Party

and shall be entitled to bring a representative of the Approved Party to any meeting or

discussion on any matter relating to this Agreement and to disclose any information

and/or documents relating to the subject matter of the Project Documents to such

Approved Party.

7.5 Subsequent franchisees

If RfL appoints any subsequent or additional CTOC or CTOCs the terms of this clause shall

apply in relation to such subsequent or additional CTOC or CTOCs.

7.6 Amendments in light of appointment of CTOCs

If the SP's obligation to co-operate with the CTOC (including facilitating the performance

by the CTOC of the obligations and functions contained in its franchise agreement) causes

a change in the requirements or obligations of the SP under this Agreement at the request

of RfL, there will be an RfL Change for the purposes of this Agreement.

7.7 Definition of CTOC

References in this clause to the "CTOC" or "CTOCs" or "CRL" or "TfL" shall be deemed to

include any agents, subcontractors of any tier, officers and employees of such CTOC or

CTOCs or CRL or TfL from time to time.

REDACTED VERSION

PART II – LAND AND PLANNING

8. PROVISION OF SITE AND LAND COMPENSATION

8.1 The Site

(a) The Site Areas

(i) The Parties acknowledge that the SP will be granted a licence of the Site in a

phased manner in accordance with clause 8.1(b) whereby each Site Area will

be licensed to the SP on or before a set date.

(ii) The SP acknowledges that for the purposes of determining the exact

dimensions of the Site, the plans of the Site in the Headlease and the

Supplemental Headlease shall take precedence over the plans of the Site

Areas in schedule C3 (Site Area Plans).

(b) Date for entry

RfL shall provide to the SP free from protestors and the like and on the basis of the

licence set out in clause 9 (Licence) the Site Areas on or before the relevant date

for each Site Area set out in the Project Programme.

(c) Condition of Site

(i) The SP agrees that it shall take possession of each Site Area on the relevant

date indicated in the Project Programme or on the date that RfL provides

such Site Area access, if earlier or later (in each case the "Site Access

Date"), in its then existing state and condition.

(ii) RfL shall ensure that all material structures and equipment, in each case

which are above ground level, have been removed from the Site prior to the

grant of the licence in respect of Site Areas 3 and 5 save as otherwise

provided in the Depot Specification.

(iii) The SP acknowledges that the Site will contain infrastructure provided by

third parties and the SP agrees to remove or incorporate such infrastructure

into the Depot Works as necessary at its own risk as required by the Depot

Specification.

(d) Shared Access Road

(i) The SP acknowledges that the Shared Access Road will also be used by the

Third Party Users and RfL and/or its nominees and shall (and shall procure

that its Subcontractors shall) use all reasonable endeavours to co-operate

with the Third Party Users and RfL and/or its nominees.

(ii) On and from the Commencement Date, the SP shall be responsible for the

management of the logistics, site rules, safety, access, deliveries, traffic

movement, upkeep and maintenance of the Shared Access Road and shall

ensure that the needs and requirements for access of the Third Party Users

and RfL are met to the extent reasonably required.

(iii) The SP shall not be entitled to any relief or compensation under this

Agreement arising from the Third Party Users', or Network Rail's or RfL's use

(or that of its nominees) of the Shared Access Road.

REDACTED VERSION

(iv) If the SP undertakes widening of the entrance and access road in

accordance with the Depot Specification, it shall ensure that road access is

available to the Third Party Users and RfL (or its nominees) at all times.

(v) The SP shall indemnify RfL and CRL for all Losses incurred by either of them

in consequence of the failure of the SP to provide access to the Site

pursuant to this clause 8.1(d) to those persons named in limbs (a), (b) and

(d) of the definition of Third Party Users

(e) Failure to take possession

Where the SP fails to take possession of any Site Area on the relevant Site Access

Date, the SP shall indemnify the Indemnified Parties against all Losses incurred by

any of the Indemnified Parties in consequence of the SP taking possession later

than the relevant Site Access Date specified including but not limited to:

(i) the cost of taking all reasonable steps to prevent unauthorised access to

such Site Area;

(ii) the cost of bringing legal proceedings to evict or prevent occupation by

trespassers who enter onto such Site Area;

(iii) the payment of all taxes, assessments, outgoings and impositions

whatsoever payable in respect of such Site Area; and

(iv) any losses, liabilities or damages arising from a breach of the Headlease

Covenants or the Supplemental Headlease Covenants or the Connection

Agreement Covenants.

(f) Additional land

If the SP requires any land in addition to the Site for the provision of the OOC

Depot, the provision of any such additional land shall be at the sole cost and risk of

the SP. If the SP does procure additional land the Parties agree that such

additional land shall transfer to RfL (or to RfL's nominee) upon termination or

expiry of this Agreement at no cost to RfL and, where appropriate, the provisions of

part VIII (Default and Termination) of this Agreement shall apply to such land.

8.2 Land and Works costs

(a) RfL responsibility

Subject to clause 8.1(f), the Parties agree that in respect of the permanent

acquisition of any land forming part of the Site, RfL shall be responsible for any

Land Compensation.

(b) SP responsibility

The Parties agree that the SP shall be responsible for Works Compensation and

Operational Compensation.

9. LICENCE

9.1 Grant of licence

Subject to clause 9.2, RfL shall permit the SP and its employees, Affiliates, Subcontractors

and servants to use or access (in common with RfL and all other persons permitted by

RfL) each of the Site Areas during the Licence Period in accordance with this Agreement.

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9.2 CTOC Area

(a) On and from the CTOC Access Date, the CTOC and RfL shall have the right to enter

and occupy the CTOC Area on a non-exclusive basis.

(b) The SP and the CTOC shall each have the right to access and use all parts of the

OOC Depot to the extent reasonably necessary for the performance of their

obligations under this Agreement and the CTOC's franchise agreement respectively,

provided that the SP shall (and shall procure that its Subcontractors shall) and RfL

shall procure that the CTOC at all times shall comply with all applicable health and

safety rules published at the Site and ensure that their actions shall not interfere

with operations at the OOC Depot.

(c) On and from the CTOC Access Date and throughout the Concession Period, the SP

shall be responsible for servicing and maintaining (including cleaning) the CTOC

Area to the standard required by the terms of this Agreement.

9.3 General provisions in respect of land and the licence

The SP shall, and shall procure that its Subcontractors shall, at all times during the

Concession Period in respect of any part of the Site to which it has the licence:

(a) observe and perform the Headlease Covenants, the Supplemental Headlease

Covenants and the Connection Agreement Covenants on behalf of TfL and pay any

amounts due to be paid by TfL under the Headlease and the Supplemental

Headlease save for the fees payable to NR under the Connection Agreement which

shall be payable by RfL;

(b) allow Network Rail to act in accordance with its rights under the Headlease, the

Supplemental Headlease and the Connection Agreement;

(c) observe and comply with any third party rights in respect of the Site under the

Headlease and/or the Supplemental Headlease;

(d) not do or permit or suffer to be done anything whereby the Headlease, the

Supplemental Headlease or the Connection Agreement may be avoided or forfeited

or cause any liability for TfL, RfL or any other Indemnified Party under any of them;

(e) observe and perform any Undertakings relating to the Site in accordance with

clause 6.1;

(f) not use the Site for any purposes other than the performance of its obligations

under this Agreement without prior written consent from RfL (not to be

unreasonably withheld);

(g) pay all Taxes, assessments, outgoings and impositions whatsoever (including,

without limitation, business rates) payable in respect of the Site (or any related

equipment located at the Site) or assessed upon the owner or occupier in respect

thereof (other than those payments which shall arise by virtue of any disposition of

or dealing with or the ownership of any estate or interest expectant in the

reversion) in either case immediately upon the provision of possession to the SP of

the Site;

(h) procure and maintain as necessary for the duration of the Concession Period the

domestic power supply at the Site, arranging this directly with the utilities supplier

(in accordance with the Depot Specification);

(i) implement all necessary security systems in accordance with Good Industry

Practice and part 3 of schedule C4 (Works Information) to prevent unauthorised

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access, theft, damage and vandalism to the Site and subsequently, during

operations, the OOC Depot in accordance with schedule D3 (Security and Resilience

(Operations));

(j) so far as is consistent with the proper carrying out of the Depot Works in

accordance with this Agreement, keep and maintain the Site and each and every

part thereof in a good, clean, tidy and safe condition and free from any graffiti, any

offensive or noisome matter or other thing whatsoever;

(k) undertake any remedial work which is required in accordance with Applicable Laws

and Standards;

(l) without prejudice to clauses 9.2(a) and 9.2(b), allow RfL, CRL and the CTOC and

their representatives access to the Site at all reasonable times upon reasonable

notice (except in the case of an emergency) for the performance of RfL's functions

under the Project Documents or CTOC's functions under its franchise agreement

including without limitation for the purposes of clause 29.2 and for access to the

Special Tools provided that RfL shall, and shall procure that its agents shall, comply

with all reasonable health and safety requirements which are published at the Site

by the SP in relation to such access;

(m) not commit any act or omission on the Site whereby any property (including the air

above, water running on or through or the soil, subsoil or groundwater beneath)

shall become contaminated with a substance which may have a deleterious effect

on the Environment or on human health in accordance with Environmental Laws;

and

(n) on the termination of this Agreement for whatever reason vacate the Site and

leave the same in a good, clean, tidy, secure and safe condition in compliance with

all Environmental Laws.

9.4 Exercise of rights

(a) At the reasonable request of the SP, RfL shall (or shall procure that TfL shall, as

applicable) enforce such rights under the Headlease, Supplemental Headlease or

Connection Agreement to the extent that it is reasonably able and where to do so

would not prejudice RfL's (or TfL's) position and to the extent reasonably necessary

to allow the SP to comply with and carry out its obligations pursuant to this

Agreement.

(b) The SP shall indemnify RfL and TfL for any costs incurred by either of them by

reason of the action taken by RfL (or TfL) pursuant to clause 9.4(a).

9.5 Woodland Area

The SP shall carry out at its cost the improvement works in the Woodland Area as

required by and in accordance with the requirements of the relevant Undertaking in

schedule A7 (Undertakings).

9.6 OOC Licence Fee

From the Site Access Date to Site Area 1, the SP agrees to procure that the Depot

Operator, being the person in occupation of and operating the OOC Depot, will enter into

an agreement with Network Rail under which it agrees to pay the OOC Licence Fee directly

to Network Rail.

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9.7 Change to Headlease, Supplemental Headlease and/or Connection Agreement

Any material amendment or variation to the Headlease, Supplemental Headlease and/or

Connection Agreement from the version initialled by the Parties on the Commencement

Date which directly causes a change in the requirements or obligations of the SP under

this Agreement shall be an RfL Change for the purposes of this Agreement (and RfL

agrees not to withdraw such RfL Change to the extent that the terms of this clause 9.7

apply).

10. PLANNING PERMISSION, CRL CONSENTS AND EXISTING CONSENTS

10.1 Planning consents

The SP acknowledges that the Existing Consents comprising the Planning Permission and

those applied for under Schedule 7 of the Crossrail Act grant detailed planning consent for

the development of the Site and that each Existing Consent is subject to any conditions

set out therein.

10.2 Validity and adequacy

The SP accepts that the validity or otherwise of the Planning Permission, CRL Consents

and Existing Consents and their adequacy for the purposes of the Depot Works shall be

entirely at the risk of the SP.

10.3 Approval of details

The SP shall be responsible for obtaining at its own cost any approval of details required

in relation to Planning Permission, CRL Consents or Existing Consents to implement the

Depot Works and shall obtain (or shall procure that the Depot Building Contractor shall

obtain) all such approvals in a timely manner to enable the Depot Works to proceed in

accordance with the Depot Works Programme.

10.4 Preparation of application for approval of details

Subject to schedule A5 (Consents), as soon as is appropriate having regard to the Depot

Works Programme, the SP shall prepare and deliver to RfL such applications for approval

of details as may be required for each part of the Depot Works in respect of which such

approval of details is required. The SP shall deliver copies of each such application for

approval of details and any amendments thereto to RfL not less than ten Working Days

prior to submission of such original or amended application for approval of details to the

relevant planning authority. RfL shall be entitled but not obliged to comment on each

such application for approval of details. Without prejudice to the obligation of the SP to

comply with all other requirements of this Agreement, it shall be at the discretion of the

SP whether or not to take account of any such comments, which will be made by RfL

without any responsibility on RfL's part.

10.5 Submission of applications for approval of details

The SP shall:

(a) submit (or shall procure that the Depot Building Contractor shall submit) each

application for approval of details to the relevant planning authority or consent

granting body and shall procure that all notices required to be given by the SP and

all fees (whether statutory or otherwise) payable in connection with each

application for approval of details are duly given and paid;

(b) take all steps necessary to secure the approval of the relevant planning authority

or consent granting body in relation to an application for approval of details as

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expeditiously as reasonably possible and in any event so as not to cause delay to

the Depot Works;

(c) keep RfL fully informed of the progress of each application for approval of details or

any action taken pursuant to clause 10.5(e);

(d) notify RfL of any grant or refusal of an application for approval of details by the

relevant planning authority or consent granting body within five Working Days of

the SP having received written notification thereof and provide RfL with a copy of

each such grant or refusal; and

(e) in the event of a refusal of an application for approval of details or the non-

determination thereof take such steps as a reasonable and prudent developer

would take in order to secure such approval as will enable the SP to comply with its

obligations under this Agreement.

10.6 Planning Obligations

RfL shall, or shall procure that TfL shall, upon being so required by the SP, enter into any

Planning Obligation reasonably required by the SP and on terms reasonably acceptable to

RfL or TfL (as appropriate) in order to obtain the approval of the relevant planning

authority pursuant to an application for approval of details in respect of a Relevant

Approval (other than a CRL Consent granted pursuant to the Crossrail Act in respect of

which no Planning Obligation is required) provided that the Planning Obligation contains

no terms binding upon any member of the TfL Group prior to termination of the

Concession other than:

(a) those confirming that the Planning Obligation is enforceable against RfL and

successors to RfL's interest in the Site and providing for registration against such

interest; or

(b) terms relating to matters which are RfL's responsibility under this Agreement or

which relate to matters under RfL's control outside the Site,

and the SP shall indemnify the Indemnified Parties from and against all Losses suffered or

incurred by any of the Indemnified Parties arising from any terms of a Planning Obligation

binding on any of the Indemnified Parties prior to termination of the Concession.

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PART III – THE DEPOT WORKS

11. DESIGN AND CONSTRUCTION OF THE OOC DEPOT

11.1 General obligations of the SP

(a) The SP shall carry out and complete the Depot Works so as to meet the Depot

Technical Requirements.

(b) The SP shall comply with the requirements of schedule C4 (Works Information) in

carrying out the Depot Works.

(c) The SP acknowledges that the acceptance by RfL of the SP Depot Proposal does not

in any way absolve the SP from responsibility to ensure that the Depot Works meet

the requirements of the Depot Specification.

(d) The Parties agree that the provisions of clause 5.9 shall apply in respect of

subcontracting the Depot Works.

11.2 Discrepancies in Depot Technical Requirements

(a) SP satisfied regarding discrepancies and errors

The SP confirms that it has studied in detail the Depot Technical Requirements and

each document comprised therein and has satisfied itself that no discrepancies or

errors exist within or between each such document. The SP acknowledges that,

save as provided in clause 11.2(b)(iii)(A), it accepts all risks arising from any

discrepancies or errors that subsequently appear within or between such

documents and that, subject as aforesaid, it shall not be entitled to make any claim

against RfL for extension of time, payment or otherwise in respect of any such

errors or discrepancies.

(b) Manner in which errors and discrepancies to be resolved

The SP will notify RfL forthwith upon becoming aware of a discrepancy or error

within the Depot Technical Requirements. The SP agrees with RfL that:

(i) where there appears a discrepancy between the Depot Specification and the

SP Depot Proposal, the Depot Specification shall prevail;

(ii) subject as provided in clause 11.2(b)(i), where there appears a discrepancy

within the Depot Technical Requirements which cannot be resolved by the

Depot Specification the SP shall provide with the notice of such discrepancy

an explanation of how the discrepancy can be so resolved. Unless, within

ten Working Days of the SP's notice, RfL notifies the SP in accordance with

clause 11.2(b)(iii) to resolve the discrepancy in a different manner, the SP

shall resolve the discrepancy in the manner proposed by it (subject always

to that means of resolving the discrepancy being in compliance with the

Applicable Laws and Standards);

(iii) subject as provided in clauses 11.2(b)(i) and 11.2(b)(ii):

(A) where there is a discrepancy or error within the Depot Specification,

RfL shall decide how such discrepancy or error should be dealt with,

and shall notify the SP of such decision within ten Working Days of

the SP's notice of such discrepancy or error. The SP shall comply

with such decision in carrying out the Depot Works. In the case of an

error in the Depot Specification which does not constitute a

discrepancy, RfL's notification under this clause 11.2(b) shall

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constitute an RfL Change Notice and the provisions of clause 32 (RfL

Changes) shall apply (and RfL agrees not to withdraw such RfL

Change to the extent that the terms of this clause 11.2(b)(iii)(A)

apply); and

(B) where there is a discrepancy or error within the SP Depot Proposal,

the SP shall at its own cost resolve such discrepancy or error in

accordance with the provisions of clause 33 (SP Changes).

(iv) Without prejudice to clauses 11.2(b)(i) to (iii) (inclusive), whenever a

discrepancy or error appears within the Depot Technical Requirements, the

Parties shall endeavour to consult with each other over the manner in which

the error or discrepancy should be resolved.

11.3 SP's warranties and undertakings in respect of the Depot Works

The SP warrants and undertakes to RfL that:

(a) the SP has satisfied itself in relation to the infrastructure and the operational and

integrational requirements of, and Applicable Laws and Standards used by, the

Network and the Crossrail Infrastructure and all matters relating to the connection

of the Depot Works with the Network and/or the Crossrail Infrastructure (including

without limitation the Connection Agreement);

(b) the Depot Works will in all respects meet the requirements of the Depot

Specification and all Applicable Laws and Standards;

(c) the Depot Works will be carried out in accordance with the SP Depot Proposal and

all workmanship will be in accordance with best modern engineering principles and

practices according to recognised United Kingdom or internationally accepted

standards and, where none exists, in accordance with Good Industry Practice

applicable at the time of construction;

(d) the Depot Works will comprise only materials and goods which will be of sound and

satisfactory quality and have been manufactured or prepared in accordance with

United Kingdom accredited or internationally accepted standards, the Depot

Technical Requirements and the Depot Works Quality Management Plan; and

(e) the SP will perform all the obligations set out in the Depot Specification (unless

such obligations are specifically allocated to another party) and will liaise with and

seek consent from Network Rail, Canal & River Trust, FGW and other third parties,

neighbouring parties and Competent Authorities as required to satisfy the Depot

Specification and meet all costs relating thereto.

11.4 Site condition

(a) The SP agrees to take possession of the Site Areas in accordance with clause 8.1.

No warranty is given or representation made by RfL that the Site Areas or any

existing structures, foundations and services are or will be fit or adequate for any

particular purpose including without limitation for the purpose of enabling the SP to

comply with its obligations pursuant to the Project Documents. Without in any way

limiting the foregoing, but without prejudice to clauses 11.8(d), 11.8(f) and

11.8(g), the SP accepts responsibility for and has made full provision for all risks

arising from:

(i) the climatic, hydrological, ground, subsoil, sub-strata and general conditions

affecting the Site and the environment in which they are situated at

whatever time those conditions may arise;

REDACTED VERSION

(ii) injury or damage to property on or adjacent to the Site and to the owners or

occupiers of such property arising from the performance of the Project; and

(iii) the possibility of interference by persons other than RfL with the

performance of the Project.

(b) In addition the SP confirms that it has satisfied itself as to and made full provision

for:

(i) the form and nature of the Depot Works and materials necessary for the

execution of the Depot Works;

(ii) the means of communication with and access to the Site and any other

areas where work is to be carried out and goods and materials delivered or

from where goods and materials are to be obtained;

(iii) the accommodation that the SP, CTOC, RfL, CRL, Network Rail and the

Subcontractors or nominees of any of them may require in connection with

the Depot Works; and

(iv) the use of the OOC Depot by Third Party Users and Network Rail.

11.5 No right to claim against RfL

Without prejudice to clause 5.10, and save as expressly provided herein, the SP shall not

be entitled to make any claim against RfL or to seek any relief or remedy of any nature

nor shall the SP be relieved from any risks or obligations imposed on or undertaken by it

under the Project Documents on the grounds:

(a) of any misunderstanding or misapprehension in respect of the matters referred to

in clauses 11.3 and 11.4; or

(b) that incorrect or insufficient information (including the information made available

to the SP at any stage) was given to it by any person whether or not in the

employment of RfL; or

(c) that, at the date hereof, it did not or could not foresee any matter which may affect

or have affected the ability of the SP to comply with its obligations under the

Project Documents.

11.6 Fossils and antiquities

Save to the extent provided in clause 35 (Relief Events), the SP:

(a) agrees to assume all risks arising from the discovery of any human remains,

fossils, coins, relics or other articles or structures of historical, antiquarian or

archaeological interest on or adjacent to the Site; and

(b) shall comply with the provisions of paragraph 14 (Archaeology and Built Heritage)

of part 1 of schedule A15 (Environment) in respect of the discovery of any such

items; and

(c) undertakes to use all reasonable endeavours to act in a manner in respect of any

such items referred to in clause 11.6(a) so as to ensure that any such discovery

does not prevent the performance of its obligations hereunder and will indemnify

the Indemnified Parties from and against all Losses arising as a consequence of the

SP's treatment and subsequent dealings with such items.

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11.7 Competent Authorities

(a) Subject to the requirements of schedule A5 (Consents), the SP shall be responsible

for liaising with all Competent Authorities in relation to the Depot Works, and, in

carrying out the Depot Works, will comply with all reasonable requirements and/or

statutory requirements of the Competent Authorities. Without prejudice to the

generality of the foregoing, the SP shall at its own cost:

(i) comply with and procure that the Depot Building Contractor complies with

the Undertakings as required by clause 6.1(a);

(ii) comply with and procure that its Subcontractors comply with the terms of

the Headlease, the Headlease Covenants, the Supplemental Headlease and

the Supplemental Headlease Covenants and the Connection Agreement and

co-operate with Network Rail in its capacity as landlord;

(iii) be responsible for complying with the requirements of all statutory

undertakers affected by the Depot Works; and

(iv) be responsible for the relocation, disconnection or installation of all services,

to the extent necessary in order to carry out and complete the Depot Works.

(b) The SP shall supply RfL with copies of all material notices received by the SP from

all Competent Authorities and Network Rail (whether in its capacity as landlord or

Infrastructure Manager) within five Working Days of receipt.

11.8 Hazardous Substances and Waste

(a) The provisions of this clause 11.8 shall be without prejudice to the SP's obligations

pursuant to the provisions of paragraph 11 (Waste and materials resource

management) of part 1 of schedule A15 (Environment).

(b) The SP shall not use, transport, store or dispose of Hazardous Substances on the

Site nor emit, discharge or release Hazardous Substances on or from the Site or

permit any other person to do so other than as may be essential in the interests of

safety or in order to carry out the Depot Works or in order to perform its

maintenance obligations under this Agreement in accordance with all Applicable

Laws and Standards.

(c) The SP shall not keep, deposit, accumulate, or dispose of Waste at, on or under the

Site nor permit any other person to do so other than the temporary storage of

Waste prior to its removal or treatment.

(d) If in the carrying out of the Depot Works or the performance of its operation and

maintenance obligations in respect of the Units and the OOC Depot under this

Agreement or otherwise, the SP uses, transports, stores, disposes of, emits,

excavates, dislodges, discharges or releases any Hazardous Substances or Waste

or permits any other person to do so or allows to escape any Hazardous

Substances or Waste or permits any other person to do so (unless the Hazardous

Substances or Waste are present on the Site as at the date the SP is given

possession of the Site or relevant Site Area in accordance with this Agreement and

was not subsequently disturbed, dislodged or released by the SP prior to its

escape) the SP shall, to the extent required to ensure that:

(i) the Depot Works are rendered safe and are carried out in accordance with

all Applicable Laws and Standards, Good Industry Practice and the

requirements of the Project Documents;

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(ii) the OOC Depot, following completion of the Depot Works, can be operated

and maintained safely and in accordance with all Applicable Laws and

Standards, Good Industry Practice and the requirements of the Project

Documents; and

(iii) all Applicable Laws and Standards are fully complied with,

remove, take any other remedial action in relation to or otherwise deal with, such

Hazardous Substances and Waste in accordance with all Applicable Laws and

Standards, Good Industry Practice and the requirements of the Project Documents

and, in the case of Hazardous Substances or Waste which it dislodges, discharges

or allows to escape outside the Site or Site Area, take all such actions (including

remedial action) as are necessary to ensure that such Hazardous Substances or

Waste are removed or otherwise dealt with in accordance with all Applicable Laws

and Standards.

(e) Except to the extent required by this clause 11.8, the SP shall not be responsible

for Hazardous Substances or Waste on any part of any Site Area or on land outside

any Site Area or for taking any remedial action in relation thereto.

(f) If the SP is at any time obliged by any Applicable Laws and Standards to remove or

otherwise deal with any Hazardous Substance or Waste from or under any Site

Area by reason of the SP being the licensee or occupier of the relevant parcel of

land, then, except to the extent that the SP would have been obliged to remove (or

otherwise deal with) such Hazardous Substances or Waste as a result of the

operation of clause 11.8(d) or clause 11.8(g), the removing or remedying of the

same shall be treated as an RfL Change (and RfL agrees not to withdraw such RfL

Change to the extent that the terms of this clause 11.8(f) apply).

(g) Nothing in this clause 11.8 shall relieve the SP from any obligations relating to

Hazardous Substances or Waste contained in the Undertakings, the Headlease and

Supplemental Headlease or required under the Crossrail Act which obligations shall

be discharged by the SP at its own cost.

11.9 CDM Regulations

(a) For the purposes of this clause, the terms "Client", "Health and Safety File",

"Construction Phase Plan(s)" and "Construction Work" shall have the same

meanings as the equivalent uncapitalised terms in the CDM Regulations. The term

"Executive" as used in this clause shall mean the HSE (or the Regulator in all

cases where reference to the "Executive" in the CDM Regulations is to be read as

reference to the Regulator).

(b) The SP shall establish liaison with CRL and RfL in relation to identifying and

obtaining from CRL and RfL such information as necessary for the SP to meet its

duties under Regulation 10 of the CDM Regulations and for CRL and RfL to meet

their residual duties under Regulation 8 (namely Regulations 5(1)(b), 10(1), 15

and 17(1)).

(c) As between the SP and RfL, the SP shall be entirely responsible for the safety of

any design which forms part of the Depot Works and part of any other Construction

Work to be performed by the SP or an SP Party after the Depot Completion Date

which are "notifiable" under the CDM Regulations (together, the "Notifiable

Works") and for the adequacy, stability and safety of all site operations and

methods of construction.

(d) The SP hereby elects to be treated as the only Client in respect of the Notifiable

Works for the purpose of the CDM Regulations. The SP shall not, during the

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Concession Period, seek to withdraw, terminate or in any manner derogate from

such election.

(e) RfL hereby consents and confirms that CRL also consents to the election by the SP

for the SP to be treated as the only Client in respect of the Notifiable Works for the

purpose of the CDM Regulations, as set out in clause 11.9(d) above.

(f) The SP shall observe, perform and discharge and/or shall procure the observance,

performance and discharge of all of the Client's obligations, requirements and

duties arising under the CDM Regulations including in connection with the Notifiable

Works and shall do so in accordance with any code of practice for the time being

approved by the Executive, or any successor organisation, pursuant to the HSWA.

(g) The SP shall, on or prior to the Depot Completion Date or, if earlier, upon

termination of this Agreement, procure that a certified copy of the full and

complete Health and Safety File (and an updated copy of each Construction Phase

Plan, if appropriate) be delivered to RfL.

(i) Without prejudice to clause 57 (Intellectual Property Rights) the SP hereby

grants to RfL and its nominees an irrevocable, perpetual, cost-free,

assignable and non-exclusive licence (or sub-licence, as applicable), with the

right to grant sub-licences to any number of tiers, to use and reproduce any

information or documents contained at any time within the Health and

Safety File for any purpose connected with the Notifiable Works or the

Project.

(ii) In accordance with clause 57 (Intellectual Property Rights) regardless of

whether the beneficial ownership of copyright and all other intellectual

property and design rights in any information or documents to be contained

at any time in the Health and Safety File is or will be vested in any person

other than the SP, the SP shall and where the beneficial owner is not the SP

the SP shall procure, as a condition precedent to the appointment of such

beneficial owner, that such beneficial owner grants to RfL and its nominees

an irrevocable, perpetual, cost-free, assignable and non-exclusive licence (or

sub-licence, as applicable) with the right to grant sub-licences to any

number of tiers to use and reproduce the Health and Safety File for any and

all purposes connected with the Notifiable Works or the Project. Such

licence shall carry the right to grant sub-licences and shall be transferable to

third parties.

(iii) The SP shall, for the duration of the Concession Period, compile, maintain

and update the Health and Safety File and ensure its availability for use in

connection with such future works and services as may be carried out to the

Completed Depot Works. The SP shall supply copies of the current Health

and Safety File to RfL upon written request and upon any material changes

being made to the Health and Safety File and shall ensure that the Health

and Safety File is updated to reflect any changes made to the Depot Works,

the OOC Depot or the Project during the Concession Period, as relevant.

11.10 RfL temporary facilities during construction

The SP shall provide to RfL for use by it or its nominee, for so long as the Depot Works

are being carried out, an area of fully-serviced office accommodation (certain parts of

which may be shared with the SP and its Subcontractors) and associated services and

facilities at the site office of the Depot Building Contractor in a location close to the Depot

Works in accordance with the requirements of part 6 (Temporary facilities and services) of

schedule C4 (Works Information).

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11.11 Connection to Network

Without prejudice to clause 9.3:

(a) the SP shall perform the Connection Agreement Covenants and shall comply with

and not put TfL in breach of the terms of the Connection Agreement; and

(b) the SP shall comply with the operational requirements regarding connection to the

Network set out in the Depot Specification, liaising with Network Rail as required or

desirable.

11.12 Network Rail

(a) Asset protection

The SP shall enter into the APA with Network Rail and make all other arrangements

with Network Rail, as may be requested by Network Rail, to deal with practical

arrangements concerning the carrying out of the Depot Works so far as they affect

Network Rail, including arrangements to deal with landlord supervision and consent

to works requirements in the Headlease, the Supplemental Headlease and the

Connection Agreement. The SP shall be responsible for procuring the performance

by Network Rail of all of its actions required in order to complete the Depot Works.

(b) Cost of Network Rail involvement

Without prejudice to clause 5.8, the SP agrees to meet the costs of all involvement

by Network Rail in or relating to the Depot Works including in relation to the

arrangements referred to in clause 11.12(a).

11.13 Possessions

(a) The SP may make use of the reserved Possessions set out in part 2 of schedule C9

(Network Rail) for the purposes of carrying out its obligations under this

Agreement. Any Possessions reserved by RfL for the SP's use under this

Agreement shall be at the SP's cost.

(b) Where the SP requires a Possession for the carrying out of its obligations under this

Agreement in addition to or in place of those referred to in clause 11.13(a), it shall

make and pay for the necessary application to Network Rail for the period that it

requires such Possessions.

(c) Any failure to secure, or the cancellation of, a Possession under clause 11.13(b) on

the required date shall be at the SP's cost and risk and the SP shall not be entitled

to any relief or compensation under this Agreement arising from any such failure.

11.14 Power

(a) The SP shall install the Depot Power Supply System within the boundary of the Site

in accordance with the Depot Technical Requirements.

(b) Subject to the SP's compliance with clause 11.14(a), RfL shall arrange for traction

power at the Site and the OOC Depot for use by the SP on and from 30 April 201748

and RfL shall pay for traction power at the Site from the Depot Completion Date

and the Depot Power Consumption Adjustment shall apply in accordance with

schedule E2 (Payment Mechanism).

48 KD12 Network Rail Complete All Infrastructure Capability including OLE works, GSM-R and Traction Power to Old

Oak Common Depot milestone in schedule A1 (Project Programme).

REDACTED VERSION

(c) The SP shall be responsible for arranging, contracting for and meeting the cost of

all domestic electricity power at the Site in accordance with, inter alia, the Depot

Technical Requirements.

12. DEPOT ASSET MANAGEMENT PLAN

The SP shall prepare and submit to RfL for Assurance Acceptance at least six months prior

to the Target Depot Completion Date for Depot Section A a final depot asset management

plan setting out details of the SP's asset management, maintenance, repair and renewals

schedule and procedures at the OOC Depot in accordance with the requirements of the

Depot Specification and the Return Condition and once such plan has received Assurance

Acceptance, it shall be the "Depot Asset Management Plan" for the purposes of this

Agreement and clause 31.2 shall apply.

13. DEPOT CONSENTS MANAGEMENT PLAN

No more than four weeks after the Commencement Date the SP shall prepare and submit

to RfL for Assurance Acceptance the Depot Consents Management Plan in accordance with

part 1 of schedule A5 (Consents).

14. TIME FOR COMPLETION

14.1 Completion of the Depot Works

The SP shall ensure that each of the Depot Sections shall be completed such that a

Sectional Completion Date has been achieved by the relevant Target Depot Completion

Date and that all Depot Sections are completed such that the Depot Completion Date has

been achieved by the final Target Depot Completion Date and will ensure in any event

that a Depot Completion Certificate has been issued in respect of each Depot Section by a

date which is 12 months after the relevant Target Depot Completion Date.

14.2 Notification of delays

If the SP becomes aware at any time that there has been or is likely to be an Event of

Delay, the SP shall immediately (and no later than 20 Working Days after the date when

the event first became known to the SP or the Depot Building Contractor (whichever is

earlier)) provide RfL with a Depot Exception Report.

14.3 Extension of time for completion of the Depot Works

(a) If:

(i) an Event of Delay is a Relief Event, Compensation Event, Force Majeure

Event, Qualifying Change in Law, RfL Change or SP Change; and

(ii) the progress of the Depot Works has been delayed as a direct result of such

Event of Delay,

then the Target Depot Completion Dates may be extended by such time as is

necessary to take into account the delay arising from the relevant Event of Delay in

accordance with clause 32 (RfL Changes), clause 33 (SP Changes), clause 35

(Relief Events), clause 36 (Compensation Events), clause 37 (Change in Law) or

clause 38 (Force Majeure) as appropriate.

(b) The SP shall not be entitled to any extensions of time to the Target Depot

Completion Dates save as set out in this clause 14.

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15. PHYSICAL COMPLETION, COMMISSIONING, INTEGRATION AND ASSIMILATION

OF OOC DEPOT

15.1 Depot Completion

(a) The SP shall be responsible for co-ordinating Completion activities in relation to the

Depot Works so that they are Completed in accordance with this clause 15 and

schedule C7 (Testing (Depot)) in the following order:

(i) Physical Completion of Depot Section A;

(ii) Commissioning and Integration of Depot Section A;

(iii) Assimilation of Depot Section A with the Network;

(iv) Physical Completion of Depot Section B;

(v) Commissioning and Integration of Depot Section B;

(vi) Assimilation of Depot Sections A and B with the Network;

(vii) Physical Completion of Depot Section C;

(viii) Commissioning and Integration of Depot Section C; and

(ix) Assimilation of Depot Sections A, B and C with the Network.

(b) The SP shall:

(i) at least eight weeks prior to Depot Section A being Complete ensure that

the CTOC Area is Physically Complete; and

(ii) ensure that, once the CTOC Area is Physically Complete, RfL shall have

unrestricted access to the CTOC Area for the purpose of fit-out of the CTOC

Area.

(c) If the CTOC Area will not be Physically Complete by the Scheduled CTOC Access

Date then the SP shall give notice of this fact to RfL at least six months prior to this

date and indicate its intention to either:

(i) find and procure, at its cost, suitable alternative accommodation, approved

by RfL, for the CTOC to carry out its activities on and from the Scheduled

CTOC Access Date and indemnify RfL and the CTOC for any increased costs

reasonably incurred by either of them arising from the alternative

accommodation; or

(ii) indemnify RfL and the CTOC for any costs reasonably incurred by either of

them in making alternative arrangements to accommodate the CTOC on and

from the Scheduled CTOC Access Date,

in either case such alternative accommodation to be provided and the SP to

continue to indemnify RfL and the CTOC until such date that is 28 days after the

date on which the SP notifies RfL that the CTOC Area is ready for the CTOC to take

over.

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15.2 Physical Completion

(a) Inspection and Depot Physical Completion Certificate

(i) When the SP reasonably considers that a Depot Section or the CTOC Area is

Physically Complete, it shall notify RfL that the Depot Section or the CTOC

Area is ready for inspection with a view to obtaining a Depot Section

Physical Completion Certificate.

(ii) Within ten Working Days of receipt of such notice from the SP, RfL or its

agent shall inspect the Depot Section or the CTOC Area and, within no more

than ten Working Days of completion of such inspection, shall either:

(A) issue the Depot Section Physical Completion Certificate (which shall

not thereafter be capable of being withdrawn) including any Minor

Outstanding Items identified during the course of such inspection; or

(B) notify the SP that the Depot Section or the CTOC Area is not

Physically Complete and state in what respects RfL considers that the

Depot Section remains to be completed in order to permit the issue of

the Depot Section Physical Completion Certificate.

(iii) RfL shall not be obliged to issue the Depot Section Physical Completion

Certificate unless the Depot Works are Physically Complete provided that RfL

will not withhold the Depot Section Physical Completion Certificate on

account of Minor Outstanding Items.

(b) Further notice

If RfL has notified the SP in accordance with clause 15.2(a)(ii)(B) that the Depot

Section is not Physically Complete, the SP shall undertake such further Depot

Works as may be necessary and shall serve a further notice in accordance with

clause 15.2(a)(i) when the SP reasonably considers that the Depot Section is

Physically Complete. The further notice shall be accompanied by a schedule stating

what action (if any) was taken in respect of the statements made by RfL in the

notice previously served pursuant to clause 15.2(a)(ii)(B) and the provisions of

clauses 15.2(a)(ii) and 15.2(a)(iii) shall again apply.

(c) Minor Outstanding Items

(i) The SP shall complete or make good any Minor Outstanding Items as soon

as reasonably practicable and in any event by the date 120 days (or such

later date that RfL may specify in its absolute discretion) after the issue of

the Depot Section Physical Completion Certificate.

(ii) If any Minor Outstanding Items shall remain to be completed or made good

after such date, RfL has the right, at the SP's cost, to procure such works as

are necessary to remedy to RfL's satisfaction any such Minor Outstanding

Items and the provisions of clause 29.2 shall apply in respect of such third

party works.

(d) SP's maintenance obligations

Following the issue of any Depot Section Physical Completion Certificate, the SP

shall continue to be responsible for maintenance of the Depot Works during the

Commissioning, Integration and Assimilation phases in accordance with the Depot

Asset Management Plan, this clause 15 and clause 30 (Depots and Stabling during

Operational Phase).

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(e) Depot Physical Completion Certificate

RfL shall issue a Depot Physical Completion Certificate once all Depot Sections have

reached Physical Completion in accordance with the prescribed order in clause 15.1

and the provisions of this clause 15.2 and all Minor Outstanding Items have been

remedied to RfL's reasonable satisfaction.

15.3 Commissioning, Integration and Assimilation

(a) Once the SP has obtained a Depot Section Physical Completion Certificate, it shall

have the right to complete Commissioning, Integration and Assimilation in respect

of that Depot Section.

(b) The SP shall:

(i) plan, co-ordinate and carry out all Commissioning, Integration and

Assimilation activities in accordance with the Agreed Depot Testing Strategy

and the Agreed Schedule and Programme of Depot Tests;

(ii) liaise in an effective and efficient manner with all personnel of RfL, its

contractors and subcontractors nominated by RfL as being responsible for

representing RfL in relation to such activities; and

(iii) liaise in an effective and efficient manner with Network Rail and any other

relevant third party in respect of all Commissioning, Integration and

Assimilation activities (including as referred to in the Depot Specification,

the Connection Agreement and the APA),

in such manner as shall cause the minimum possible disruption (if any) to the

operation of the Network and any Third Party Users.

(c) The SP shall develop and implement a set of interim rules and procedures during

the testing period which shall specify, inter alia, the point and limits of

responsibility for each Party and any relevant third parties and a site works safety

regime including scheduled training and competency assessments for all relevant

staff and contractors (including CTOC staff) present on the Site during the testing

period.

(d) RfL undertakes to make available to the SP for the purposes of Commissioning,

Integration and Assimilation the resources and facilities specified in the Agreed

Depot Testing Strategy and the Agreed Schedule and Programme of Depot Tests as

being required from RfL. If the SP requests that RfL provide additional resources

and facilities at any time for Commissioning, Integration and Assimilation activities

then, subject as provided in clause 15.6, RfL will use all reasonable endeavours to

make available such additional resources and facilities, to the extent that they are

within RfL's control or ownership, subject always to the operational requirements of

the Network. RfL's reasonable costs in so doing shall be met by the SP.

(e) The SP shall perform the Commissioning, Integration and Assimilation activities in

accordance with the Agreed Depot Testing Strategy on the dates set out in the

Agreed Schedule and Programme of Depot Tests and shall give RfL not less than 60

days' notice of the anticipated dates for the start of such activities if different.

(f) If the Assimilation of any Depot Section and respective Depot Signalling and

Systems with the Network causes disruption to the operation of services then,

unless such disruption has occurred as a result of any negligence or default of RfL,

the SP shall at its own cost forthwith take all such steps as are necessary in order

to rectify operation of that Depot Section and/or Depot Signalling and Systems so

as to avoid such disruption. The SP will have no responsibility if the operation of

REDACTED VERSION

any Depot Section and respective Depot Signalling and Systems causes disruption

to the operation of the Network to the extent that such disruption occurs as a

result of any negligence or default of RfL.

(g) Notwithstanding the provisions of clause 11.14, the SP shall be liable for the costs

of all electricity supplied to or used on the Site prior to the Depot Completion Date

and/or used in connection with the Depot Works, including the costs of all

electricity used in the operation of all Units for the purposes of Commissioning,

Integration and Assimilation and the Depot Power Consumption Adjustment shall

reflect this in terms of the cost of traction power.

15.4 Procedures for Commissioning, Integration and Assimilation

(a) The Commissioning, Integration and Assimilation procedures developed by the SP

shall ensure that all activities involving movement of Units are segregated from

other construction, Commissioning, Integration and Assimilation activities and that

the SP is solely responsible for the control of movement of Units.

(b) The Commissioning and Integration of the Depot Sections and the Depot Signalling

and Systems shall be carried out by the SP, using Units to demonstrate system

performance and capacity where necessary in accordance with the Agreed Schedule

and Programme of Depot Tests.

(c) Once the Commissioning and Integration in respect of any Depot Section have

been successfully demonstrated to RfL in accordance with the Agreed Schedule and

Programme of Depot Tests, RfL shall issue a Depot Section C&I Certificate.

Thereafter, the SP shall carry out the Assimilation activities of the relevant Depot

Sections and the Depot Signalling and Systems with the Network and the Network

Signalling and Systems.

(d) RfL and its nominees shall be entitled to witness any of the Commissioning,

Integration and Assimilation activities. The SP shall supply the results of all such

activities to RfL and, where appropriate, to relevant Competent Authorities. RfL

shall also be entitled to comment upon such results and the SP shall consider and

take account of these comments, provided that where the SP reasonably considers

that such comments constitute an RfL Change the SP shall forthwith notify RfL of

such fact. If RfL does not consider that such comments constitute an RfL Change it

shall be entitled to refer the matter to the Dispute Resolution Procedure.

(e) The SP shall ensure that, as part of the Commissioning and Integration procedures,

the SP staff, the CTOC staff and the RfL staff (to the extent relevant) receive

induction and training regarding the operation and maintenance of the OOC Depot

(together with appropriate operating and maintenance manuals) to the reasonable

satisfaction of RfL.

(f) Without prejudice to clause 11.13, the SP shall have the responsibility for and risk

of procuring any access to the Network from Network Rail and procuring any other

assistance or co-operation required from Network Rail for the purposes of carrying

out Commissioning, Integration and Assimilation activities. The SP shall ensure

that all such Commissioning, Integration and Assimilation activities are carried out

in accordance with any relevant rules and procedures communicated to it by

Network Rail, RfL or other relevant Competent Authority.

(g) The SP shall give RfL:

(i) not less than 60 days' notice of the anticipated date for the start of

Assimilation for any Depot Section which date shall not be earlier than the

REDACTED VERSION

date shown in the Depot Works Programme or such earlier date as RfL may

agree; and

(ii) ten Working Days' notice stating a date (being not earlier than the date

stated in the SP's notice pursuant to clause 15.4(g)(i) above) when the SP

will require Assimilation to commence,

and following the date stated in the SP's notice pursuant to clause 15.4(g)(ii), RfL

shall assist the SP in carrying out its Assimilation activities if and to the extent

agreed in accordance with clause 15.3(d).

(h) If either of the notices served by the SP pursuant to clause 15.4(g) identifies a date

for starting Assimilation earlier than the date shown in the Agreed Schedule and

Programme of Depot Tests, RfL will use reasonable endeavours to be in a position

to assist the SP in carrying out its Assimilation activities on the earlier date notified

by the SP but RfL will not be liable to the SP for any delay in Assimilation occurring

prior to the scheduled date for Assimilation.

(i) Before Assimilation of the OOC Depot (or Depot Section) with the Network takes

place (or afterwards in limited specific cases if agreed to by RfL), the SP shall

provide RfL with evidence that the following preconditions have been satisfied:

(i) the SP has complied with its obligations in part 3 of schedule A4 (Assurance)

and designs requiring the approval or consent of relevant Competent

Authorities and any other relevant third parties have been duly approved or

consent has been obtained to the extent material to the Depot Works;

(ii) Network Rail has given consent/approval for the Depot Works to the extent

it has the right to do so;

(iii) all relevant tests and activities which should have been carried out by that

date pursuant to the Agreed Schedule and Programme of Depot Tests have

been achieved; and

(iv) all relevant safety consents have been obtained and all relevant safety

documentation has been produced to RfL's reasonable satisfaction.

15.5 Depot Assimilation Certificate

When the relevant requirements for Physical Completion, Commissioning, Integration and

Assimilation set out in this clause 15 have been satisfied or satisfied to RfL's reasonable

satisfaction in respect of any Depot Section then RfL will issue an Interim Depot

Assimilation Certificate and, in respect of the final Depot Sections, RfL shall issue a Final

Depot Assimilation Certificate within five Working Days of the completion of Assimilation

activities in respect of the final Depot Section provided that for either an interim or final

certificate to be issued the following preconditions have been satisfied:

(a) the relevant Depot Works have been fully Commissioned, Integrated and

Assimilated to RfL's reasonable satisfaction when operating in combination with the

relevant parts of the Network and are ready for commencement of the Services;

(b) the relevant Depot Section Physical Completion Certificate or the Depot Physical

Completion Certificate has been issued (as applicable);

(c) the SP has complied with its obligations in part 3 of schedule A4 (Assurance) and

designs requiring the approval or consent of relevant Competent Authorities and

any other relevant third parties have been duly approved or consent has been

obtained to the extent material to the Depot Works;

REDACTED VERSION

(d) each Depot Technical Case has been updated and provided to RfL;

(e) the Depot Safety Management System has been updated, Assurance Accepted and

a copy provided to RfL;

(f) Network Rail has given consent/approval for the Depot Works where appropriate;

(g) Canal & River Trust has given consent/approval for the Depot Works to the extent

it has the right to do so;

(h) all Units and Equipment which should have been Provisionally Accepted by that

date have been Provisionally Accepted;

(i) all relevant safety consents have been obtained and all relevant safety

documentation has been produced to RfL's reasonable satisfaction;

(j) the SP, RfL and CTOC staff have received induction and training in accordance with

the requirements of clause 15.4(e);

(k) the SP has carried out system performance demonstrations to RfL's satisfaction

demonstrating Units entering and exiting the OOC Depot onto the Network at a

simulated service frequency in accordance with RfL's requirements; and

(l) all Undertakings relating to the relevant Depot Works have been complied with as

required by clause 6.1(a).

15.6 Increased costs

The SP shall indemnify RfL, the CTOC and CRL in respect of any increased costs (including

management time, employment costs, and, in the case of (d) below, any other costs

(including marketing campaigns) relating to preparation for the Crossrail Services)

reasonably incurred by any of them in connection with the Depot Works and in performing

the activities required of the SP in relation to Commissioning, Integration and Assimilation

arising from:

(a) any alteration to the Agreed Schedule and Programme of Depot Tests provided that

the requirement for such alteration does not arise as a result of any negligence or

default on the part of RfL (which act or omission has not resulted from any act,

omission, negligence or default on the part of the SP);

(b) the Agreed Schedule and Programme of Depot Tests imposing more onerous

requirements on RfL than those envisaged in the SP Depot Proposal;

(c) any requirement to repeat Commissioning, Integration or Assimilation procedures

in whole or in part except to the extent that such requirement was the

consequence of any default on the part of RfL in performing the activities and

making available the facilities required of it in relation to the Commissioning,

Integration or Assimilation; and

(d) save to the extent that clause 15.1(c) applies, any delay by the SP in achieving a

Sectional Completion Date or the Depot Completion Date.

15.7 Service of Sectional Completion Notice or Depot Completion Notice

Following the issue of an Interim Depot Assimilation Certificate, the SP shall issue a

Sectional Completion Notice to RfL and following the Final Depot Assimilation Certificate

the SP shall issue a Depot Completion Notice to RfL. Each Sectional Completion Notice

and the Depot Completion Notice (as applicable) shall be accompanied by detailed

REDACTED VERSION

configuration for the OOC Depot as built at the date of such Sectional Completion Notice

or Depot Completion Notice which shall include:

(a) the Depot Asset Register;

(b) "as-built" engineering drawings in hard copy or such other electronic format

reasonably acceptable to or reasonably stipulated by RfL and with all plans

referenced to the London Survey Grid;

(c) a certified copy of the Health and Safety File in accordance with clause 11.9(g);

(d) the results of all inspections, tests and trials;

(e) operating procedures, safety procedures, plans and manuals;

(f) any designs not provided under clause 15.5(c) and evidence that such designs

have been duly approved or consent has been obtained where required by relevant

Competent Authorities or third parties; and

(g) evidence to RfL's reasonable satisfaction that all other Relevant Approvals relating

to the Depot Works have been obtained.

If any of the information referred to in clauses 15.7(a) to 15.7(g) inclusive has previously

been supplied to RfL then the obligation of the SP shall be satisfied if the SP warrants to

RfL in writing that the information remains true and accurate in all material respects.

15.8 Issue of Sectional Completion Certificate or Depot Completion Certificate

Subject to the SP having complied with clause 15.7, and provided that the Depot Works

have been completed in accordance with this Agreement, RfL shall within ten Working

Days of receipt of the Sectional Completion Notice or Depot Completion Notice issue a

Sectional Completion Certificate or the Depot Completion Certificate (neither of which

shall be capable of being withdrawn) which shall state that the Depot Works or the

relevant Depot Section have been so completed.

15.9 Certificates

The Parties agree that the issue of any certificate, document or notice under this clause

15 shall not release, diminish or in any other way affect the obligations of the SP under

this Agreement nor shall it result in RfL assuming any responsibility for the adequacy,

completeness, condition and performance of the OOC Depot.

REDACTED VERSION

PART IV – MANUFACTURE OF UNITS

16. MANUFACTURE OF UNITS

16.1 General undertakings and warranties

The SP undertakes and warrants to RfL that it shall design, manufacture, supply, test,

commission and deliver each Unit, Simulator, Special Tool, Spare, Manual, Station

Proprietary Item and any other item, goods or services to be supplied pursuant to this

Agreement:

(a) so that it is Fault Free;

(b) so that, in relation to the Units, each Unit satisfies the Acceptance Criteria;

(c) so that, in relation to the Equipment, each item satisfies the relevant Equipment

Acceptance Criteria;

(d) so that, in relation to the Units, each Unit is manufactured in accordance with the

design agreed in accordance with this Agreement and has a design life of at least

35 years;

(e) without prejudice to the obligation to provide Simulator Services for the Concession

Period so that, in relation to the Simulator, it is manufactured in accordance with

the design agreed pursuant to this Agreement;

(f) in accordance with, and so that the Units, Simulator, Spares, Special Tools and

Station Proprietary Items shall function in accordance with, sound modern design

and engineering principles and practices in the rail industry;

(g) in accordance with the Train Technical Requirements and the Project Programme,

so as to achieve Acceptance of each Unit and each item of Equipment on the

Relevant Acceptance Date for that item in each case in respect of each level of

Acceptance;

(h) in accordance with Good Industry Practice and with all due skill, care and diligence

to be expected of appropriately qualified and experienced professional designers

and engineers with experience in carrying out work of a similar scope, type, nature

and complexity to that required under this Agreement;

(i) in a safe manner reducing any risk to the health and wellbeing of persons using,

operating, maintaining, or involved in the management of the Units or Equipment

to as minimal a level as reasonably practicable, and free, so far as is reasonably

practicable (taking into account the SP's obligations under this Agreement), from

any risk of Environmental Damage;

(j) using materials and goods which comply with the Train Technical Requirements and

Applicable Laws and Standards, and which are of satisfactory quality such that the

Units and the Equipment will be of new manufacture and, with respect to

compliance with the Train Technical Requirements, will be of satisfactory quality;

(k) in accordance with the requirements of any Change Confirmation Notice and in all

other respects in accordance with this Agreement; and

(l) in respect of the Units, the Standard Services Initial Spares and the Initial Special

Tools, so that the SP can provide the Standard Services in accordance with the

Maintenance Technical Requirements, the Manuals and the requirements of this

Agreement using the Units, the Standard Services Initial Spares and the Initial

Special Tools,

REDACTED VERSION

provided always that without prejudice to the provisions of this Agreement relating to the

Additional Services, the Parties acknowledge that certain parts will require repair and/or

replacement (at the cost and risk of the SP) as a result of wear and tear during the 35-

year design life of the Units.

16.2 Train Works Programme

(a) Unless expressly stated otherwise, the Train Works Programme shall not be

amended in any manner or form without the written consent of RfL and without RfL

or its nominee granting Assurance Acceptance to such amendment.

(b) The matters set out in the Train Works Programme shall be wholly without

prejudice to the SP's obligation to achieve each level of Acceptance for each Unit

and each item of Equipment on each Relevant Acceptance Date for that Unit or

item of Equipment.

16.3 Discrepancies in Train Technical Requirements

(a) The SP confirms that it has studied in detail the Train Technical Requirements and

each document comprised therein and has satisfied itself that no discrepancies or

errors exist within or between each such document. The SP acknowledges that,

save as provided in clause 16.3(b)(iii), it accepts all risks arising from any

discrepancies or errors that subsequently appear within or between such

documents and that, subject as aforesaid, it shall not be entitled to make any claim

against RfL for extension of time, payment or otherwise in respect of any such

errors or discrepancies.

(b) The SP will notify RfL forthwith upon becoming aware of a discrepancy or error

within the Train Technical Requirements. The SP agrees with RfL that:

(i) where there appears a discrepancy between the Train Technical Specification

and the SP Train Proposal, the Train Technical Specification shall prevail;

(ii) subject as provided in clause 16.3(b)(i), where there appears a discrepancy

within the Train Technical Requirements which cannot be resolved by the

Train Technical Specification the SP shall provide with the notice of such

discrepancy an explanation of how the discrepancy can be so resolved.

Unless, within 15 Working Days of the SP's notice, RfL notifies the SP in

accordance with clause 16.3(b)(iii) to resolve the discrepancy in a different

manner, the SP shall resolve the discrepancy in the manner proposed by it

(subject always to that means of resolving the discrepancy being in

compliance with the Applicable Laws and Standards);

(iii) subject as provided in clauses 16.3(b)(i) and 16.3(b)(ii):

(A) where there is a discrepancy or error within the Train Technical

Specification, RfL shall decide how such discrepancy or error should

be dealt with, and shall notify the SP of such decision within 15

Working Days of the SP's notice of such discrepancy or error. The SP

shall comply with such decision in carrying out the manufacture of

the Units. The SP acknowledges that no omission of information in

the Train Technical Specification or requirement for Additional

Infrastructure Information shall constitute an error for the purposes

of this clause 16.3. In the case of an error in the Train Technical

Specification which does not constitute a discrepancy, RfL's

notification under this clause 16.3(b) shall constitute an RfL Change

Notice and the provisions of clause 32 (RfL Changes) shall apply (and

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RfL agrees not to withdraw such RfL Change to the extent that the

terms of this clause 16.3(b)(iii)(A) apply); and

(B) where there is a discrepancy or error within the SP Train Proposal,

the SP shall at its own cost resolve such discrepancy or error in

accordance with the provisions of clause 33 (SP Changes).

(iv) without prejudice to clauses 16.3(b)(i) to 16.3(b)(iii) (inclusive), whenever a

discrepancy or error appears within the Train Technical Requirements, the

Parties shall endeavour to consult with each other over the manner in which

the error or discrepancy should be resolved.

(c) The SP confirms that it is satisfied:

(i) as to the feasibility of the Train Technical Specification with respect to the

design, manufacture, supply, testing, commissioning and delivery of the

Units and the Station Proprietary Items;

(ii) that the Train Technical Specification includes all relevant information with

regard to the Crossrail Infrastructure to enable the SP to carry out the Train

Works and to achieve Unit Acceptance and that to the extent that any

additional infrastructure parameter information ("Additional

Infrastructure Information") is required, the SP shall obtain this at its

own risk from the relevant Infrastructure Manager and shall not be entitled

to make any claim against RfL or seek any relief or remedy or be relieved

from its obligations on the grounds of the obtaining by the SP of such

Additional Infrastructure Information or the contents thereof;

(iii) that the SP Train Proposal conforms with and will implement in every

respect the Train Technical Specification; and

(iv) that the SP will be able to implement the Train Technical Requirements

within the timescales set out in the Project Programme.

(d) Infrastructure

(i) The SP confirms that it has verified that as at the date of this Agreement all

information in its possession (or in the possession of any SP Party) relating

to the Crossrail Infrastructure is consistent with the infrastructure

parameters included in the Train Technical Specification (other than in

respect of the Central Section and those parts of the Crossrail Infrastructure

where On-Network Works and/or Heathrow Spur Works are yet to be

completed) and that no discrepancies exist between the two or, if any such

discrepancies do exist, that it has notified RfL of any such discrepancies

which may exist.

(ii) On and from the Commencement Date, the SP shall verify that all

information and data relating to any Crossrail Infrastructure (or part

thereof) that it receives from or on behalf of RfL or an Infrastructure

Manager (or otherwise) is consistent with the infrastructure parameters

included in the Train Technical Specification and shall inform RfL of any

discrepancies or inconsistency as soon as reasonably practicable after

receipt of such Crossrail Infrastructure related information and (without

prejudice to the fact that all Additional Infrastructure Information is obtained

at the SP's risk) shall co-operate with RfL to mitigate the impact of any such

discrepancies on the Crossrail Project.

(iii) If the SP reasonably believes that any Crossrail Infrastructure is not

Available Infrastructure and therefore such part of the Crossrail

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Infrastructure does not comply in any material respect with the

infrastructure parameters set out in the Train Technical Specification (other

than where such non-compliance is for a temporary period or for repair,

replacement or maintenance works), it shall be the obligation of the SP to

demonstrate such non-compliance to RfL and any such change to the

Crossrail Infrastructure shall be an RfL Change for the purposes of the

Agreement (and RfL agrees not to withdraw such RfL Change for so long as

the terms of this clause 16.3(d)(iii) apply).

(iv) At any time during the Concession Period, RfL shall use reasonable

endeavours to inform the SP of any planned upgrades to the Crossrail

Infrastructure of which it is aware.

16.4 Free Issue Materials/third party provided equipment

(a) The SP acknowledges that RfL shall be entitled to fit Free Issue Materials on to the

Units either (i) through the SP; or (ii) using a third party.

(b) Regardless of whether it is the SP that fits the Free Issue Materials, any impact of

the fitment of such Free Issue Materials on the obligations of the SP under this

Agreement, whether during the Train Works or following the Operating Date, shall

be dealt with under the Change Procedure.

(c) Without prejudice to clause 16.4(a), RfL shall be entitled to invoke an RfL Change

under the Change Procedure if it requires the installation in any Unit of any Free

Issue Materials.

(d) RfL shall give reasonable notice to the SP in the event that RfL contracts with a

third party to provide equipment (including advertising services) to be installed in

the Units during the Train Works and the SP shall act reasonably to provide the

necessary access to and co-operate with such third party (in accordance with the

RfL Change).

(e) The SP acknowledges that all advertising on the Units shall be the responsibility

and domain of RfL, and the SP shall not have any right to place any advertising on

to the Units other than at the specific request of RfL (or RfL's nominee). Any

revenue from any advertising placed on the Units shall be for the benefit of RfL.

16.5 Manuals

The SP shall supply the first draft version of the Manuals to RfL for Assurance Acceptance

within 12 months after the Commencement Date and the final version of the Manuals

three months before Provisional Acceptance of the first Unit to be Accepted.

16.6 Storage

The SP shall be responsible for providing for the storage of each of the Units, the

Simulator, the Initial Spares, the Special Tools, the DOO CCTV Initial Spares and the DOO

CCTV Special Tools at all times until the Provisional Acceptance or Qualified Provisional

Acceptance, as the case may be, of such Units or, in the case of the Simulator, the Initial

Spares, the Special Tools, the DOO CCTV Initial Spares and the DOO CCTV Special Tools,

until Equipment Acceptance of each such item under clause 21.9.

16.7 Options for supply of further Units and Equipment

The Parties acknowledge that RfL shall have the option to order by delivery of a notice (an

"Option Notice") to the SP that the SP supplies to RfL:

(a) Option Units;

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(b) Option Spares; and/or

(c) Option Simulators,

in each case on the terms of this Agreement (including the Option Prices set out in part 3

of schedule E11) and the Parties shall implement each such Option Order as an Option

Unit Change in accordance with the Change Procedure.

16.8 SP DOO CCTV third party interaction

In relation to the design, manufacture, commissioning and acceptance of the DOO CCTV

System, the SP shall:

(a) liaise as required by, and under the direction of, RfL, with the Systemwide

Contractor and Station Contractors in relation to the DOO CCTV System;

(b) provide any technical support and documentation reasonably required by the

Systemwide Contractor and Station Contractors in the development of the DOO

CCTV Station Subsystem Application Design in accordance with the Generic DOO

CCTV System Design;

(c) support RfL in its review of the Systemwide Contractor's and Station Contractors'

DOO CCTV Station Subsystem Application Design;

(d) support the Systemwide Contractor and Station Contractors and provide Units, as

required by RfL, during any platform specific testing and commissioning of the DOO

CCTV System and the DOO CCTV Station Subsystem, including but not limited to a

functional check at each relevant Central Section Station platform and On-Network

Station platform using a Unit or Units;

(e) provide all reasonable assistance to the Systemwide Contractor and Station

Contractors to allow the Systemwide Contractor and Station Contractors to perform

their obligations relating to the DOO CCTV System; and

(f) perform any other activities as may be reasonably required by RfL or the

Systemwide Contractor or the Station Contractors to support the successful

operation of the DOO CCTV System.

17. DESIGN AND MOCK-UPS

17.1 Design of the DOO CCTV System

The SP undertakes and warrants to RfL that it shall design the DOO CCTV System and

prepare the Generic DOO CCTV System Design in accordance with the requirements set

out in the Train Technical Requirements:

(a) so that it achieves the relevant outputs of the Train Technical Specification;

(b) so that the DOO CCTV System can successfully complete the DOO CCTV System

Tests;

(c) in accordance with, and so that the DOO CCTV System shall function in accordance

with, sound modern design and engineering principles and practices in the rail

industry;

(d) in accordance with Good Industry Practice and with all due skill, care and diligence

to be expected of appropriately qualified and experienced professional designers

and engineers with experience in carrying out work of a similar scope, type, nature

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and complexity to that required under this Agreement in respect of the design of

the DOO CCTV System and the Generic DOO CCTV System Design; and

(e) so that, provided that the DOO CCTV Station Subsystem Application Design

complies with the Generic DOO CCTV System Design rules set out in appendix N of

schedule B1 (Train Technical Specification), the DOO CCTV System will work as a

whole with the DOO CCTV Station Subsystem and achieve the outputs of the Train

Technical Specification.

17.2 DOO CCTV System Design Documentation

(a) The SP shall prepare DOO CCTV System design documentation, which shall define

the DOO CCTV System design, the DOO CCTV Unit Subsystem design and the DOO

CCTV Station Subsystem designs with design and installation rules. The DOO CCTV

System design documentation shall include, but not be limited to:

(i) DOO CCTV System design specification, including a full functional and

technical specification;

(ii) preliminary DOO CCTV Station Subsystem generic designs which shall

include as a minimum key design and installation rules sufficient for Station

Contractors to define the positioning of, and space provision for, Station

Proprietary Items at the On-Network Stations and the Central Section

Stations;

(iii) DOO CCTV Station Subsystem list of required items, (categorised into

Proprietary Items, Non-Proprietary Items and General Items);

(iv) DOO CCTV System technical requirements specifications for Non-Proprietary

Items, as required, and where the specification of which is important to

ensure the safe and reliable operation of the CCTV DOO System:

(v) final DOO CCTV Station Subsystem generic designs including all design and

installation rules and all details in relation to the On-Network Stations and

the Central Section Stations;

(vi) DOO CCTV System RAMS analysis report;

(vii) DOO CCTV Station Subsystem generic test specification and Preliminary

DOO CCTV System Test specification:

(viii) DOO CCTV Unit Subsystem Test Specification;

(ix) DOO CCTV System Test specifications for the DOO CCTV Unit Subsystem

and DOO CCTV Station Subsystem Type Tests to be carried out at the Proxy

Test Facility and the Preliminary DOO CCTV System Tests;

(x) DOO CCTV Station Subsystem integration tests at On-Network stations and

Central Section Stations; and

(xi) assurance documentation in accordance with schedule A4 (Assurance) to

demonstrate DOO CCTV System compliance, including a list of deliverable

information needed from the Station Contractors to RfL to support the DOO

CCTV System submission.

(b) The SP shall have produced and shall have received Assurance Acceptance of the

following DOO CCTV System design documentation in clause 17.2(a) above in the

following timescales, set out below:

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(i) (i) to (iv) inclusive shall have received Assurance Acceptance within three

months of the Commencement Date;

(ii) (v) and (vi) shall have received Assurance Acceptance within six months of

the Commencement Date;

(iii) (vii) shall have received Assurance Acceptance no later than three months

prior to delivery of the Batch 1 Station Proprietary Items

(iv) (x) shall have received Assurance Acceptance no later than three months

prior to Acceptance of the first Unit.

17.3 Design specification and Assurance Regime

The SP shall provide to RfL throughout the RS Assurance Period, Progressive Assurance in

accordance with the Assurance Regime that the Train Technical Requirements have been

understood by the SP and that the SP's design proposals for the Units and Equipment

satisfy the Train Technical Specification and will be at all times capable of meeting the

SP's obligations under the Project Documents.

17.4 Design risk and design authority

The SP shall act as the design authority in respect of the Units and Equipment in

accordance with all Applicable Laws and Standards. Other than in respect of a

Modification made as a result of a Change in Law, the SP shall not be deemed to be in

breach of its obligations as design authority to the extent that any Modification made

without the SP's consent (not to be unreasonably withheld) causes that breach.

17.5 No design risk back to RfL

(a) No involvement of RfL or any RfL nominee in the Assurance Regime shall pass any

design risk in respect of the Units and the Equipment to RfL. Design risk in respect

of the Units and the Equipment remains with the SP.

(b) All design risk in relation to a Unit and/or any item of Equipment shall be borne by

the SP regardless of any Assurance Acceptance.

17.6 Schedule of Finishes

(a) The SP shall consult with RfL on the schedule of finishes included in the SP Train

Proposal for the interior and exterior of the Units and shall provide to RfL, in hard

copy and electronic copy form, an updated schedule of finishes for the interior and

exterior of the Units within six months of the Commencement Date.

(b) RfL, acting reasonably, shall notify the SP of any amendments requested to the

draft schedule of finishes relating to each of the interior and exterior of the Units,

no later than the date falling 20 Working Days after receiving the relevant draft

from the SP.

(c) The Parties agree to discuss such amendments in good faith and the SP shall, in

accordance with such discussion, incorporate the amendments requested by RfL

and provide RfL with the final version of the Schedule of Finishes (in hard copy and

electronic copy form and without any amendments which RfL has not reviewed or

has not had a reasonable opportunity to review) within 20 Working Days after RfL

has notified the SP of any amendments to the Schedule of Finishes under this

clause 17.6. The SP may only exclude amendments proposed by RfL from the final

version of the Schedule of Finishes if the SP has satisfied RfL as to the reason for

such exclusion.

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17.7 Mock-Up and Scale Models

(a) The SP shall build the Mock-Up and Scale Models of the Units which comply with

the requirements set out in the Train Technical Specification by no later than the

dates set out in the Project Programme.

(b) The SP shall deliver and transfer to RfL, title to:

(i) the Mock-Up free and clear of all Security Interests with full title guarantee

in accordance with the Project Programme. The SP shall update the Mock-

Up when necessary to reflect changes made as part of the design process;

and

(ii) the Scale Models free and clear of all Security Interests with full title

guarantee on the Provisional Acceptance or Qualified Provisional Acceptance

of the first Unit to be Accepted,

to be delivered in each case as instructed by RfL:

(iii) either to a location in the United Kingdom specified by RfL; or

(iv) if available, to a facility of the SP in the United Kingdom, ensuring that

reasonable access is provided to RfL for the purposes of assessing the Mock-

Up and/or Scale Models.

(c) The SP shall keep a detailed log and photographic record (each of which shall be

available to RfL at all times) of all changes which are made to the Mock-Up.

(d) The SP shall, upon request by RfL, dispose of the Mock-Up and/or the Scale Models

at the SP's cost.

17.8 Permitted Design Change

(a) RfL shall be entitled to make a Permitted Design Change at any time prior to the

Design Freeze Date applicable to that Permitted Design Change by serving written

notice on the SP.

(b) A notice served by RfL pursuant to clause 17.8(a) shall:

(i) identify the Permitted Design Change RfL requires the SP to implement; and

(ii) describe, in reasonable detail, the scope and nature of the change required

by RfL.

(c) Where RfL serves written notice on the SP pursuant to clause 17.8(a), the SP shall

notify RfL in writing within ten Working Days of receipt of such notice as to whether

it considers that the Permitted Design Change required by RfL is within the scope of

and consistent with the Train Technical Requirements.

(d) If the SP does not respond to RfL within the period of time specified in clause

17.8(c), the Parties:

(i) shall be deemed to have agreed that the Permitted Design Change (as

described pursuant to clause 17.8(b)) is within the scope of and consistent

with the Train Technical Requirements; and

(ii) shall act in accordance with clause 17.8(f).

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(e) If the SP considers that the Permitted Design Change required by RfL is outside the

scope of and/or inconsistent with the Train Technical Requirements:

(i) the SP shall describe, in the notice given pursuant to clause 17.8(b) in

reasonable detail those elements of the Permitted Design Change which are

outside the scope of and/or inconsistent with the Train Technical

Requirements; and

(ii) the Parties shall meet within three Working Days of receipt by RfL of the

notice given by the SP pursuant to clause 17.8(c) and seek to agree whether

the Permitted Design Change is within the scope of and consistent with the

Train Technical Requirements. If the Parties are unable to reach agreement

within ten Working Days of first meeting then either Party may refer the

matter to adjudication pursuant to the Dispute Resolution Procedure.

(f) If the Parties agree or it is otherwise determined pursuant to clause 17.8(d) that

the Permitted Design Change is within the scope of and consistent with the Train

Technical Requirements or if the implementation of any Permitted Design Change

pursuant to this clause 17.8(f) is otherwise required under clause 17.8:

(i) the SP shall:

(A) comply with and implement the Permitted Design Change in the

design, manufacture, supply, testing, commissioning and delivery of

the Units; and

(B) revise the SP Train Proposal to take into account the Permitted

Design Change and submit the revised SP Train Proposal ten Working

Days following such agreement or determination (as necessary); and

(ii) RfL shall revise the Train Technical Specification to include the Permitted

Design Change (as necessary).

(g) If the Parties agree or it is otherwise determined that a Permitted Design Change is

outside the scope of and/or inconsistent with:

(i) the Train Technical Specification, RfL shall be entitled to:

(A) revise the form and scope of the proposed Permitted Design Change

and resubmit the revised Permitted Design Change to the SP in

accordance with clause 17.8(a), provided that the Design Freeze Date

for the Permitted Design Change has not occurred; or

(B) issue an RfL Change Notice to modify the Train Technical

Specification to the extent necessary for it to be consistent with the

Permitted Design Change and the terms of clause 32 (RfL Changes)

shall apply (and RfL agrees not to withdraw such RfL Change to the

extent that the terms of this clause 17.8(g)(i)(B) apply);

(ii) the SP Train Proposal (but not the Train Technical Specification), RfL shall be

entitled to:

(A) revise the form and scope of the proposed Permitted Design Change

and resubmit the revised Permitted Design Change to the SP in

accordance with clause 17.8(a), provided that the Design Freeze Date

for the Permitted Design Change has not occurred; or

(B) instruct the SP to implement the Permitted Design Change in

accordance with clause 17.8(f).

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(h) The Parties acknowledge and agree that any amendment to the Train Technical

Requirements by reason of the implementation of a Permitted Design Change

and/or the serving of a notice by RfL pursuant to clause 17.8(a) shall not:

(i) except to the extent expressly provided for in clause 17.8(g)(i), constitute

an RfL Change;

(ii) constitute a Relief Event or Compensation Event or entitle the SP to an

extension of time to the Relevant Acceptance Date for any Units or item of

Equipment or otherwise entitle the SP to any adjustment to the Project

Programme or to any relief or compensation pursuant to this Agreement; or

(iii) in any way affect the Service Payment or otherwise entitle the SP to be

reimbursed for any costs and expenses incurred or otherwise compensated

in any form or manner.

(i) This clause 17.8 is subject to the Change Procedure and clause 37 (Change in

Law). Any change to this Agreement other than a Permitted Design Change shall

be made in accordance with the Change Procedure and clause 37 (Change in Law)

including, without limitation, changes made to the Train Technical Specification.

18. RELEVANT APPROVALS

18.1 SP assistance for CTOC Relevant Approvals

(a) Without prejudice to the obligation to obtain Route Acceptance in clause 18.2, the

SP shall provide to RfL as soon as reasonably practicable any information relating

to the Units and/or the Equipment and/or their maintenance required in relation to

any preparation/modification of the CTOC's Safety Certificate to accommodate

operation of the Units and/or Equipment.

(b) Where a Relevant Approval may only be granted to an operator of rolling stock, RfL

shall (or shall procure that the CTOC shall) make the formal presentation of the

submissions for such Relevant Approval provided that the SP has supplied the

required materials in accordance with this clause and in accordance with the

Relevant Approvals Management Plan (Train Works).

(c) All documentation which the SP provides under this clause shall be in a format so

as to be suitable for submission to the applicable Competent Authority by RfL (or

CTOC) without re-drafting.

(d) RfL shall prepare (or procure the preparation of) all documentation forming part of

submissions to Competent Authorities for the Relevant Approvals which only

RfL/CTOC, in its capacity as operator/future operator of the Units, can prepare and

which are therefore not within the SP's control provided that the SP has supplied

the required materials in accordance with this clause 18 and in accordance with the

Relevant Approvals Management Plan (Train Works).

18.2 Route Acceptance

(a) Without prejudice to clause 18.1, the SP shall be responsible for obtaining Route

Acceptance in respect of each of the Network Sections, the Central Section and the

Heathrow Spur.

(b) Network Sections

In respect of the Network Sections, the SP shall be the party proposing change for

the purposes of RGS GE/RT8270 and, as such, acknowledges and agrees that it

will, at its own cost and risk, initiate and manage the process to obtain Route

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Acceptance for the Units on the Network Sections in respect of the infrastructure

and existing rolling stock in accordance with the requirements of RGS GE/RT8270,

part 2 of schedule A4 (Assurance), the Project Programme and the Agreed Testing

Programme.

(c) Central Section

The SP shall manage the process for obtaining Route Acceptance and shall be the

party proposing change for the purposes of the Central Section GE/RT8270

Equivalent and the SP shall be obliged to attend and input into any compatibility

forum and provide all such documentation and information as is reasonably

requested by RfL or its nominee for this process.

(d) Heathrow Spur

The SP shall manage the process for obtaining Route Acceptance in respect of the

Heathrow Spur and shall at its own cost provide all such documentation and

information as is reasonably requested by HAL or its nominee (or any successor of

HAL assuming an equivalent function) for the purpose of Route Acceptance on the

Heathrow Spur.

(e) Without prejudice to the foregoing, RfL shall carry out (or procure that the CTOC

carries out) those things in relation to Route Acceptance which only the CTOC, in

its capacity as an operator of passenger-carrying rolling stock, is able to undertake

including the preparation and approval of the CTOC's Safety Certificate in relation

to the testing and passenger service of the Units provided that the SP promptly

provides RfL with all necessary documentation and information regarding the Units

(and any relevant equipment) that is reasonably necessary or desirable for the

CTOC to prepare its Safety Certificate.

18.3 ROGS

(a) Without limiting the SP's general obligations in this Agreement to comply with

Applicable Laws and Standards and Relevant Approvals, the SP shall comply with

all obligations under ROGS which relate to its obligations and activities under this

Agreement including, without limitation, the obligation in regulation 22 of ROGS to

co-operate with transport operators.

(b) The SP shall be the "entity in charge of maintenance" for the purposes of regulation

18A of ROGS and must register itself as such on the National Vehicle Register.

18.4 Interoperability Regulations

Without prejudice to the generality of clause 5.2, the SP shall comply with all relevant

provisions of the Interoperability Regulations at its own cost and in particular shall:

(a) apply for the safety authorisation under regulation 5(1) of the Interoperability

Regulations in respect of the Units and carry out and comply with any requirements

of the Safety Authority and the Competent Authority (as such term is defined in the

Interoperability Regulations) in connection with the Interoperability Regulations;

(b) be, and carry out all the requirements of, the Project Entity for the purposes of the

Interoperability Regulations and appoint and meet the costs of the Notified Body

and the Designated Body in accordance with the Interoperability Regulations;

(c) co-operate with and shall provide (or procure the provision of) all information to

the Notified Body and the Designated Body which the Notified Body and the

Designated Body (or any replacement of the same) may require in order to carry

out their functions and duties under the Interoperability Regulations and shall

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provide to RfL as Progressive Assurance copies of the results of the Notified Body's

and Designated Body's verification procedures and Certificates of Verification

issued;

(d) obtain prior written consent from RfL (not to be unreasonably withheld) before

making any change to the identity of the Notified Body or the Designated Body;

(e) procure that the Notified Body and the Designated Body (or any replacement of the

same) carries out their functions and duties as the notified body or designated

body respectively appointed under the Interoperability Regulations so as to procure

the authorisation for the placing in service of the Units from the Safety Authority

pursuant to the Interoperability Regulations in a timely manner in accordance with

the Project Programme and the obligations of the SP under this Agreement;

(f) complete, draw up and maintain the Verification Declaration pursuant to the

Interoperability Regulations relating to the Units, the Crossrail Infrastructure and

the obligations of the SP under this Agreement and submit the technical file drawn

up in accordance with regulation 17 of the Interoperability Regulations (the

"Technical File") to the Safety Authority;

(g) draw up an EC Declaration of Conformity or Suitability for Use in accordance with

the Interoperability Regulations;

(h) apply for the Units and Vehicles to be registered with the relevant registration

entities (including the National Vehicle Register, the Rolling Stock Library and the

European register of authorised types of vehicles); and

(i) carry out its maintenance and services responsibilities under this Agreement so as

to ensure that neither RfL nor the CTOC (as operator of the Units) is in breach of

its obligations under regulation 20 (Continuing duty on operator in relation to

standards) of the Interoperability Regulations.

19. TRAINING

19.1 The SP shall provide, or procure the provision of, the training set out in and in accordance

with the Training Programme and the Project Programme.

19.2 The SP shall, within six months of the Commencement Date, provide to RfL a training

programme, in hard copy and electronic copy form (including appropriate training of

employees of RfL (or CTOC) to administer such programme) in accordance with the

Project Programme which will enable RfL to train its employees (or those of CTOC or other

nominees including, without limitation, any relevant Infrastructure Manager or station

facility owner) to operate the Units, the Simulator and perform its obligations under the

Project Documents in accordance with all Applicable Laws and Standards, Relevant

Approvals and the CTOC's Safety Certificate. The training programme shall accord with

the timescales and duration required by this Agreement and all training will be provided at

the [location]49 (or at any other location as may be agreed by the Parties) and will detail

such training materials and equipment (the "Training Materials") as are reasonably

necessary to permit RfL's (or CTOC's) training instructors to undertake further training of

RfL's (or CTOC's) employees or those of any nominee.

19.3 The SP shall, no later than three months prior to the date set out in the Project

Programme for delivery of the Batch 1 Station Proprietary Items, provide to RfL a training

programme, in hard copy and electronic copy form (including appropriate training of

employees of RfL or any RfL nominees (including the CTOC, any station facility owner, any

Infrastructure Manager and/or the Systemwide Contractor)) to administer such


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programme in accordance with the Project Programme which will enable RfL to train its

employees (or those of the CTOC or such other nominees) to operate the DOO CCTV

Station Subsystem (and any related items) in accordance with all Applicable Laws and

Standards, Relevant Approvals and the CTOC's Safety Certificate. The training

programme shall accord with the timescales and duration required by this Agreement and

all training will be provided at the [location]50 (or at any other location as may be agreed

by the Parties) and will detail such training materials and equipment (the "DOO CCTV

Training Materials") as are reasonably necessary to permit RfL's (or the CTOC's)

training instructors to undertake further training of RfL's (or CTOC's) employees or those

of any nominee.

19.4 The SP shall provide to RfL the Training Materials at least three months before Acceptance

of the Simulator; and shall provide to RfL the DOO CCTV Training Materials on the date

set out in the Project Programme. RfL shall be entitled, without further charge, to

duplicate as many copies of the Training Materials and the DOO CCTV Training Materials

as it requires for the purposes of training its employees or those of any nominee.

19.5 RfL shall provide comments to the SP on the training programmes provided by the SP

pursuant to clauses 19.2 and 19.3 and the Parties shall discuss such comments in good

faith and the SP shall, in accordance with such discussion, incorporate the amendments

requested by RfL and provide RfL with the final version of each training programme (in

hard copy and electronic copy form and without any amendments which RfL has not

reviewed or has not had a reasonable opportunity to review) within 28 days after RfL has

provided its comments to the SP. The training programmes agreed pursuant to this

clause 19.5 shall be deemed to be the "Training Programme" for the purposes of clause

19.2 and the "DOO CCTV Training Programme" for the purposes of clause 19.3 as

defined in each case for the purposes of this Agreement.

19.6 (a) The SP will work with RfL to make available as much driver training as practicable

during the Pre-Provisional Fault Free Running, and shall as a minimum provide the

relevant number of Available Units notified by RfL for the purposes of driver

training in accordance with the Train Plan as follows:

(i) at least one RLU daily, from the Provisional Acceptance date of the first Unit

to the start of Stage 1 Crossrail Services;

(ii) up to two RLUs daily, starting on [date]51 May 2017 for a period of 14 weeks

prior to the Stage 1a Crossrail Services date;

(iii) up to two RLUs daily, from the Stage 1 Crossrail Services date until the

commencement of Trial Operations. Thereafter, one RLU and one FLU until

commencement of Stage 4 Crossrail Services subject to any reasonable

availability constraints during Stage 3 Crossrail Services imposed by the

programme for conversion of RLUs to FLUs for Stage 4 Crossrail Services

and agreed between the Parties; and

(iv) in addition, up to two FLUs daily starting no later than 15 weeks prior to the

commencement of Stage 2 Crossrail Services until the commencement of

Stage 5 Crossrail Services.

(b) The Parties shall meet in good faith at RfL's request (and no later than six months

prior to the commencement of Stage 1 Crossrail Services) to agree the times and

locations for such Units for driver training to be made Available, which shall

generally be in accordance with the Train Plan Parameters. The SP agrees to co-



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operate fully with RfL in making Units Available at different locations and times

subject to reasonable notice.

19.7 At RfL's request and cost, the SP will provide training in addition to that provided pursuant

to this clause 19 as RfL may require at the Agreed Training Rates.

19.8 Where any training is provided by the SP at a location outside London, the SP shall meet

the subsistence costs of the staff to be trained (including hotels and travel).

20. TESTING AND CERTIFICATION OF UNITS AND THE DOO CCTV SYSTEM

20.1 Compliance with Testing Requirements

The SP shall:

(a) carry out testing on the Units, the Station Proprietary Items, the DOO CCTV Special

Tools, the DOO CCTV Spares and the DOO CCTV System in accordance with the

Testing Requirements, the Agreed Testing Strategy, the Agreed Testing

Programme, the Project Programme, all Applicable Laws and Standards, all

Relevant Approvals and all safety, quality and environmental requirements;

(b) provide the results of the tests to RfL on the dates specified in the Testing

Requirements and the Project Programme; and

(c) ensure that the Agreed Testing Programme shall incorporate all testing required to

demonstrate compliance with the requirements of clause 20.1(a) and the

Assurance Regime.

20.2 SP to provide testing equipment and proxy test facilities

(a) Subject to clause 20.3, for the testing of each Unit, each item of Equipment, each

DOO CCTV Special Tool and each DOO CCTV Spare the SP shall provide, procure or

otherwise make available at its own cost all testing equipment, personnel

(including drivers (for testing other than the Central Section Testing) and

appropriately qualified train operating staff for on-track testing), documentation

and facilities (including paths for on-track testing) in order to comply with its

obligations under this Agreement (including for any repeat testing that may be

required as a result of a Unit, item of Equipment, a DOO CCTV Special Tool or a

DOO CCTV Spare not passing any tests or otherwise as required to obtain any

Relevant Approvals or as required by Applicable Laws and Standards).

(b) Without limiting the SP's obligations under this Agreement the SP shall endeavour

to perform as much testing as possible away from the Crossrail Infrastructure

including, without limitation, the Network/Central Section Proxy Tests to be carried

out on the Proxy Test Facilities pursuant to paragraph 2.3 of part 1 of schedule B4

(Testing (Units)) and clause 20.3(b), provided that this is in accordance with the

provisions of this Agreement, in order to minimise the number of paths the SP will

need for on-track testing on the Crossrail Infrastructure.

(c) RfL shall provide reasonable assistance if requested by the SP to facilitate access to

Proxy Test Facilities for the purposes of clause 20.2(b) but RfL shall not be deemed

to be in breach of its obligations for the purposes of clause 36 (Compensation

Events) or otherwise if it fails to do so.

20.3 Testing of Units in Central Section

(a) RfL shall allocate to the SP ten Testing Days on which the SP may carry out the

Phase 4.2 CS Test Programme. Such Testing Days shall fall within a window that

commences with the commencement of Joint Proving Tests and finishes on the

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completion of Trial Running Tests and RfL shall provide reasonable notice (and not

less than seven Working Days' notice) of the times and dates when the SP shall be

provided with paths in the Central Section and shall be permitted to carry out the

Phase 4.2 CS Test Programme in co-operation with RfL, the Systemwide Contractor

and/or any other contractor or representative of RfL engaged in the Central Section

Testing and in accordance with schedule B4 (Testing (Units)).

(b) The SP shall:

(i) demonstrate compatibility with the Central Section specific systems before

the date on which the Central Section is ready for service or testing by

carrying out the Network/Central Section Proxy Tests;

(ii) equip itself with any equipment, relevant know-how, software and IPR at its

own cost required to carry out the Network/Central Section Proxy Tests and

any additional proxy testing; and

(iii) wherever possible or acceptable to the Crossrail Safety Review Panel in

accordance with all Applicable Laws and Standards and Railway Group

Standards, where the Central Section is built to standards common to those

of the Network Sections, use the Statements of Compatibility relating to the

Network Sections.

(c) Pursuant to the Testing Requirements, the SP shall not commence any Central

Section Testing in respect of a Unit which has not completed its Factory Acceptance

Tests, Type Tests, Network Testing Programme, Network/Central Section Proxy

Tests and achieved all Relevant Approvals necessary for such Central Section

Testing under Applicable Laws and Standards.

(d) If a Unit fails any of the CS Unit Tests set out in the Agreed Testing Programme,

the SP shall notify RfL as soon as practicable and, in any event, no later than one

Working Day after such failure and RfL shall use reasonable endeavours to provide

additional paths for such repeat tests on the Central Section, but at the risk and

cost of the SP (and the SP shall indemnify RfL and CRL in respect of any increased

costs incurred by either of them in providing additional train paths and/or

additional staffing (including drivers) associated with the repeat tests) and the SP

shall not be entitled to any relief or compensation under this Agreement whether in

respect of delay, increased costs or otherwise.

(e) RfL shall not be deemed to be in breach of its obligations under this clause 20.3 for

the purposes of clause 36 (Compensation Events) or otherwise under this

Agreement if it fails to perform its obligations to provide paths in accordance with

clause 20.3(a) as a result of:

(i) the Central Section not being complete so as to allow the Central Section

Testing to commence on the Central Section at the time the paths are

required for the relevant Unit in accordance with the Agreed Testing

Programme; or

(ii) a failure by Network Rail or any other party as controller or Infrastructure

Manager of the Central Section to provide paths to and from or on the

Central Section at the time required for the relevant Unit in accordance with

the Agreed Testing Programme; or

(iii) a failure by RfL to make the relevant paths available as a result of an

emergency or incident affecting the Central Section.

(f) If, in respect of any Unit, the Central Section is not Available Infrastructure at the

time when the CS Unit Tests are due to take place in accordance with the Project

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Programme, then the SP shall be required to achieve Provisional Acceptance on to

such infrastructure once it becomes Available Infrastructure in accordance with

clause 21.2(b).

20.4 Testing of Central Section Infrastructure using Units

(a) The SP shall make Units available to RfL (at the SP's cost) for the purposes of the

Central Section Testing (other than the CS Unit Tests) at the times and in the

quantities specified in the Testing Requirements. RfL shall be entitled to make

such Units available to the CTOC and/or the nominee of RfL or the CTOC for this

purpose.

(b) RfL shall provide all relevant safety training to SP staff to allow the SP to enter the

Central Section and participate in the testing of the Units on the Central Section.

20.5 Verification of testing

(a) No involvement by RfL or CTOC or any nominees either in the Assurance Regime or

testing carried out pursuant to, or otherwise relating to the subject matter of, this

Agreement (including in respect of the Units and the Equipment) will result in any

diminution of the responsibilities or obligations of the SP under this Agreement or

any change in the allocation of risks and responsibilities set out in this Agreement.

In particular the attendance at or otherwise the witnessing of any tests by RfL or

CTOC and/or the nominees of either will not affect the obligations of the SP to

comply with its obligations under this Agreement.

(b) Each time there is a major event in the production of the Units, Equipment, DOO

CCTV Spares or DOO CCTV Special Tools, a design review, testing or any other

significant event, the SP shall provide RfL with reasonable notice of the date upon

which such event, review or testing is due to take place and RfL and/or its nominee

shall be entitled to attend.

(c) Without prejudice to clause 5.12, in order to verify the SP's performance of, and

compliance with, the Project Documents, RfL (and/or its nominees) shall be entitled

to inspect or witness any aspect of the design, manufacture, supply, testing,

commissioning and delivery of the Units, the Equipment, the DOO CCTV Spares and

the DOO CCTV Special Tools, their components or allied services, and to inspect

the Technical Documents and to audit the management systems of the SP and

those of any Subcontractor. RfL (and/or any nominees) shall be entitled to enter

on to the premises of the SP and any Subcontractor for this purpose, provided that

no such inspection or audit shall unreasonably disrupt the commercial and

industrial operation of the SP or any Subcontractor. Any corrective action found to

be required as a consequence of such inspection or audit in the performance of or

compliance with the SP's obligations under the Project Documents shall be carried

out by the SP in accordance with this Agreement.

(d) The Parties shall bear their own inspection and witnessing costs pursuant to this

clause 20.5.

20.6 No extension of time or adjustment

The SP acknowledges and agrees that compliance with its assurance obligations and the

application of and implications of the Assurance Regime shall not entitle it to:

(a) any extension of time to any Relevant Acceptance Date in respect of any Unit or

item of Equipment or otherwise entitle the SP to any adjustment to the Project

Programme or the Service Payment or to any other relief or compensation in

accordance with this Agreement; or

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(b) be reimbursed for any costs and expenses incurred or otherwise be compensated in

any form or manner.

21. DELIVERY AND ACCEPTANCE OF UNITS AND EQUIPMENT

21.1 General Acceptance requirements

The SP shall ensure that:

(a) the Units, the Simulator, the Initial Spares, the Initial Special Tools, the Station

Proprietary Items, the DOO CCTV Special Tools and the DOO CCTV Initial Spares

are delivered, tested and made ready for Provisional Acceptance or Equipment

Acceptance (as applicable), and the Units are delivered, tested and made ready for

Final Acceptance and Fleet Acceptance in accordance with the Train Technical

Requirements, the Project Programme, the Train Works Programme, the Agreed

Testing Programme and the procedures set out in the Assurance Regime;

(b) no Unit, Simulator, Initial Spare, Initial Special Tool, Station Proprietary Item,

CCTV Special Tool or DOO CCTV Initial Spare is delivered to RfL for Provisional

Acceptance or Equipment Acceptance (as applicable) prior to the Relevant

Acceptance Date (unless otherwise agreed by RfL in its absolute discretion);

(c) the rate of delivery for Pre-Provisional Acceptance and for Provisional Acceptance of

the Units does not exceed one Unit per week (unless otherwise agreed by RfL in its

absolute discretion);

(d) the Units, Equipment, DOO CCTV Spares and DOO CCTV Special Tools shall be

Provisionally Accepted or Equipment Accepted (as applicable) at the Ilford Depot or

at the OOC Depot (as determined by the progress of the Depot Works) as notified

by RfL to the SP at least two weeks prior to the Relevant Acceptance Date (or such

later proposed date for Provisional Acceptance, if any, as the SP shall advise RfL)

provided that where Units or Equipment are to be Accepted at the Ilford Depot

prior to the date on which the SP is required pursuant to this Agreement to have

progressed the Depot Works to a stage at which such Acceptance can reasonably

take place at the OOC Depot then RfL shall notify the SP that such Units or

Equipment are to be Accepted at the Ilford Depot; and

(e) the Units shall be delivered to Ilford Depot by rail only and in formation not

exceeding an RLU in length.

21.2 Principles of Acceptance

(a) The SP shall first procure that each Unit achieves Pre-Provisional Acceptance, then

shall procure that each Unit is Provisionally Accepted on to those elements of the

Crossrail Infrastructure which are Available Infrastructure at the time that such

Unit is presented for Provisional Acceptance.

(b) When Crossrail Infrastructure, which was Unavailable Infrastructure at the time of

Provisional Acceptance of a Unit, becomes Available Infrastructure, the SP shall

ensure that all Units which have already received a PAC or QPAC by the time such

Crossrail Infrastructure becomes Available Infrastructure shall be Provisionally

Accepted on to such infrastructure within four weeks of such infrastructure

becoming Available Infrastructure (and within ten days in the case of the Central

Section). For the purposes of this clause 21.2(b), the SP shall only be required to

repeat the requirements of clauses 21.4(b), 21.5(a)(ii), 21.5(a)(iii), 21.5(a)(vi)

and 21.5(a)(ix) on the newly Available Infrastructure in respect of Units which have

already received a PAC or QPAC.

(c) Units are to be Provisionally Accepted in the following lengths and configurations:

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(i) the first [11-15]52 Units to be Provisionally Accepted for Stage 1a Crossrail

Services and for providing the RLUs for driver training in accordance with

clause 19.6(a) shall be Provisionally Accepted as RLUs; and

(ii) the balance of the Fleet shall be Provisionally Accepted as FLUs.

(d) Each Unit which is initially Provisionally Accepted as an RLU:

(i) shall be Provisionally Accepted with the issue of a QPAC, with the

reconfiguration and extension to an FLU being a Precondition to be dealt

with as a snagging item by the relevant RLU Trigger Date that relates to that

RLU (as provided for in clause 21.2(d)(ii)); and

(ii) shall be reconfigured and extended to an FLU and shall have passed all

relevant Acceptance tests as an FLU and received all Relevant Approvals to

achieve Provisional Acceptance as an FLU and to operate in Unrestricted

Passenger Revenue Earning Service on the Crossrail Infrastructure (to the

extent that it is Available Infrastructure) by the relevant RLU Trigger Date

that relates to that RLU.

21.3 Pre-Provisional Acceptance Criteria

(a) Prior to Pre-Provisional Acceptance of a Unit, the SP shall only be permitted to run

that Unit on the Crossrail Infrastructure (other than the Central Section) for

development testing or movements between locations provided that:

(i) the Unit has achieved all Relevant Approvals (including authorisation from

the Safety Authority to place in service such Unit pursuant to the

Interoperability Regulations) and is permitted to run on the relevant part of

the Crossrail Infrastructure (other than the Central Section) (which is

Available Infrastructure at the time set for presentation of the Unit for Pre-

Provisional Acceptance) under Applicable Laws and Standards; and

(ii) RfL has given its consent in writing that the exterior aesthetic condition

(including branding) of the Unit complies with the exterior aesthetic

condition requirements specified in schedule D1 (Maintenance Services)

such that were any Unit to be assessed against the provisions of schedule

D1 (Maintenance Services) relating to external cleanliness and external state

of repair, that Unit would score the highest possible score.

(b) No Pre-Provisional Acceptance of any Unit will occur and RfL shall not issue a PAC

until the requirements set out in paragraphs (i) – (ix) of this clause 21.3(b) in

respect of the Unit presented for Pre-Provisional Acceptance and the requirements

of paragraph (x) below in respect of the DOO CCTV System as a whole have been

satisfied:

(i) the consent in clause 21.3(a) has been given in respect of such Unit;

(ii) the SP has delivered to RfL all relevant contract documents due to have

been delivered by the date of the presentation of the Unit for Pre-Provisional

Acceptance including Vehicle and Unit history records, the Configuration

Database relating to that Unit, evidence of successful completion of all

testing due to have been carried out by that date, the Manuals, the

Maintenance Plan, and evidence that all actions that are due to have been

completed by that date pursuant to the Assurance Regime and evidence that

52 Bidders to populate number of RLUs on the basis of servicing the initial diagrams and driver training Units.

REDACTED VERSION

the SP has complied with all of its obligations under this Agreement which

have fallen due by the date of such tender for Pre-Provisional Acceptance;

(iii) all pre-on-track testing has been carried out pursuant to the Agreed Testing

Programme and the Assurance Regime including all Type Testing and

Factory Acceptance Testing and all relevant tests have been successfully

completed and passed satisfactorily in accordance with the Agreed Testing

Programme and the Assurance Regime;

(iv) without prejudice to clause 21.3(a) all Relevant Approvals have been

obtained, and the Unit is in the requisite condition such that safe and

meaningful on-track testing (on the Crossrail Infrastructure) can be carried

out in accordance with all Relevant Approvals and Applicable Laws and

Standards;

(v) the SP has demonstrated successful and satisfactory completion of the

Network/Central Section Proxy Tests using the Proxy Test Facilities in

respect of that Unit;

(vi) the Simulator has been Accepted and is installed and fully functioning at the

Simulator Initial Location;

(vii) the RS Technical Case has been granted Assurance Acceptance;

(viii) the SP has demonstrated successful completion of the Pre-Provisional Fault

Free Running in respect of that Unit;

(ix) the SP has demonstrated to RfL that the Unit is in a state such that it can

achieve Provisional Acceptance; and

(x) the SP has demonstrated successful completion of the DOO CCTV System

Tests.

(c) Where the conditions in clause 21.3(b) above have been satisfied in respect of a

Unit then RfL will:

(i) issue a Pre-Provisional Acceptance Certificate in respect of that Unit; and

(ii) where according to clause 21.1(d) the Ilford Depot is to be the location for

Provisional Acceptance in respect of a Unit, make the Ilford Depot available

for use by the SP in accordance with clause 30.8 and schedule C5

(Maintenance/Stabling Sites),

and the Unit may be made available for on-track testing and then be presented for

Provisional Acceptance.

21.4 Provisional Acceptance Criteria

The Provisional Acceptance Criteria for each Unit are the following:

(a) the Pre-Provisional Acceptance Criteria have been satisfied;

(b) all Relevant Approvals (including the Statements of Compatibility (as applicable)

demonstrating Route Acceptance and the relevant IM's approval) to operate in

Unrestricted Passenger Revenue Earning Service on the Available Infrastructure

have been obtained;

(c) all certificates relating to completion, testing, Commissioning, Integration and

Assimilation of the OOC Depot which according to the Project Programme are due

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to have been issued by RfL on or before the date on which the Unit is to be

presented for Provisional Acceptance have been issued;

(d) those items of Equipment which according to the Project Programme are due to

have been Accepted on or before the date on which the Unit is to be presented for

Provisional Acceptance have been Accepted; and

(e) the aesthetic condition (including branding) of the Unit complies with the aesthetic

condition requirements specified in schedule D1 (Maintenance Services) such that

were any Unit to be assessed against the provisions of schedule D1 (Maintenance

Services) relating to internal cleanliness and external cleanliness, internal state of

repair and external state of repair, that Unit would score the highest possible score.

21.5 Provisional Acceptance

(a) The SP shall tender each Unit for Provisional Acceptance at the Designated Delivery

Location on or immediately before its Contractual Provisional Acceptance Date and

RfL shall not be obliged to accept a Unit for Provisional Acceptance unless:

(i) Pre-Provisional Acceptance of such Unit has occurred;

(ii) subject to clause 21.2(b), the Provisional Acceptance Criteria for the Unit

being presented for Provisional Acceptance have been satisfied;

(iii) the SP is otherwise in compliance with its obligations under clause 19

(Training) to provide the training required under and in accordance with the

Training Programme as at the relevant date;

(iv) such Unit has successfully completed 500 consecutive SAFFM in simulated

passenger service operating in accordance with the Rule Book on the

Crossrail Infrastructure or a section of track representative of the Crossrail

Infrastructure which relates to the Available Infrastructure (but including the

Central Section once the Central Section is Available Infrastructure) in

respect of which the SP is tendering for Provisional Acceptance (each time

an SP Fault occurs, the milometer shall be reset to zero and test running

shall recommence until 500 consecutive SAFFM in simulated passenger

service operating in accordance with the Rule Book are achieved by the

Unit);

(v) such Unit is Fault Free and there are no Recurrent Defects;

(vi) the SP has provided to RfL, in a form satisfactory to RfL, the Configuration

Database and the Unit Log Book in respect of the relevant Unit and has

complied with all of its obligations which have fallen due at the date of such

tender for Provisional Acceptance under this Agreement in respect of the

Technical Documents;

(vii) the performance and reliability of all the Units that have previously received

a PAC or QPAC prior to the date that the SP is tendering a Unit for

Provisional Acceptance, is at least:

(A) in the period on and from the start of the first complete Railway

Period following the commencement of Stage 1a Crossrail Services up

to and including the commencement of Stage 2 Crossrail Services,

10,000 miles mean distance between Service Affecting Failures in the

28-day period ending the day before the SP tenders a Unit for

Provisional Acceptance; and

REDACTED VERSION

(B) following the commencement of Stage 2 Crossrail Services, 15,000

miles mean distance between Service Affecting Failures in the 28-day

period ending the day before the SP tenders a Unit for Provisional

Acceptance;

(viii) all Taxes due from the SP in respect of the Unit relating to the period prior

to Provisional Acceptance and all import duties in respect of the Unit have

been paid by the SP; and

(ix) such Unit has been maintained in accordance with the Maintenance Plan.

(b) Where the conditions specified in clause 21.5(a) above have been fulfilled with

respect to a Unit, RfL shall issue a PAC with respect to such Unit.

(c) If the conditions specified in clause 21.5(a) have not been satisfied, RfL shall issue

to the SP, on the day of the relevant Unit being tendered for Provisional Acceptance

by the SP, either (i) an RfL Statement setting out which of the conditions specified

in clause 21.5(a) have not been satisfied; or (ii) a QPAC in accordance with clause

21.6.

(d) If the SP, acting reasonably, disputes any of the reasons set out in an RfL

Statement, it shall notify RfL of this in writing within five Working Days after

receipt of the RfL Statement and the Parties shall resolve the matter in accordance

with the Dispute Resolution Procedure.

(e) Following Provisional Acceptance or Qualified Provisional Acceptance (as the case

may be) of a Unit, RfL may commence operation of such Unit to provide the

Crossrail Services and the SP shall at all times comply with the reasonable

instructions of RfL for the purposes of monitoring compliance with the provisions of

clause 21.7(a).

21.6 Qualified Provisional Acceptance

(a) If one or more of the conditions for Provisional Acceptance set out in clause 21.5(a)

has not been satisfied in respect of a Unit when the Unit is tendered for Provisional

Acceptance by the SP, and provided that the Unit can nevertheless be operated

safely and in accordance with all Applicable Laws and Standards and the terms of

all Relevant Approvals, RfL shall be entitled (but not obliged) nonetheless to issue a

QPAC in respect of that Unit. The QPAC shall list in detail the outstanding

conditions to be satisfied and tasks to be performed by the SP in order for full

Provisional Acceptance and Final Acceptance of the Unit to occur (the

"Preconditions") and require the SP to satisfy the Preconditions in accordance

with a timetable set out in the relevant QPAC, which timetable shall state that all

Preconditions must in any event be completed on or before the date on which Final

Acceptance of the Unit is scheduled to occur pursuant to the Project Programme

("Preconditions Timetable").

(b) Any Qualified Provisional Acceptance by RfL under this clause 21.6 shall be without

prejudice to RfL's rights to make Adjustments under schedule E2 (Payment

Mechanism) and schedule E3 (Performance Regime).

(c) As referred to in clause 21.2(d) above, if an RLU is not reconfigured and extended

to become an FLU in accordance with clause 21.2(d) by the relevant RLU Trigger

Date, then a Precondition for that Unit will not have been satisfied in accordance

with the relevant Preconditions Timetable and paragraph 2.6(c)(i) of schedule E2

(Payment Mechanism) shall apply.

(d) Where the Preconditions in a QPAC have been satisfied in respect of a Unit, RfL

shall issue a PAC to the SP with respect to such Unit.

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(e) If the SP does not obtain a PAC or QPAC in respect of any Unit on or prior to its

Contractual Provisional Acceptance Date in accordance with the Project

Programme, liquidated damages shall be payable by the SP to RfL accruing from

the Contractual Provisional Acceptance Date of that Unit until the date upon which

a PAC or QPAC is issued in relation to that Unit at the daily rates set out in the

table below, as applicable:

(f) The SP shall not be liable to make payment of liquidated damages pursuant to

clause 21.6(e) where the aggregate amount already paid pursuant to clause

21.6(e) is equal to or greater than

21.7 Final Acceptance

(a) The SP shall use all reasonable endeavours to achieve Final Acceptance of each

Unit on the relevant Contractual Final Acceptance Date for that Unit or the date on

which all Crossrail Infrastructure is Available Infrastructure, if later, and the

provisions of paragraph 2.6 of schedule E2 (Payment Mechanism) shall apply.

(b) Final Acceptance of a Unit shall occur when, following the completion of the On-

Network Works and the commissioning of the Central Section and all of the

Crossrail Infrastructure is Available Infrastructure:

(i) such Unit has met all of the requirements for Provisional Acceptance as an

FLU and all of the Provisional Acceptance Criteria have been met in full;

(ii) in respect of the RLUs, each RLU has been reconfigured and extended into

an FLU and passed relevant acceptance tests in this formation and received

all Relevant Approvals in respect of operating in Unrestricted Passenger

Revenue Earning Service on the Crossrail Infrastructure;

(iii) such Unit has completed 10,000 consecutive SAFFM as an FLU on the

Crossrail Infrastructure including operating (at least once) on the Central

Section (excluding any amount of SAFFM accumulated under clause 21.5) in

Unrestricted Passenger Revenue Earning Service (and without the

intervention of on-board technical support by the SP). Each time a Service

53 Subject to final Project Programme

[TABLE REMOVED]

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Affecting Failure occurs the milometer shall be reset to zero and Final

Acceptance running shall recommence until 10,000 consecutive SAFFM are

achieved ("Unit Final SAFFM");

(iv) the Preconditions set out in any QPAC under clause 21.6 have been satisfied

to the satisfaction of RfL in respect of such Unit;

(v) such Unit is Fault Free and there are no Recurrent Defects;

(vi) any Changes, Mandatory Modifications and Fault rectification due for

completion prior to Final Acceptance of the relevant Unit have been

completed;

(vii) the SP has updated all relevant Technical Documents to reflect any

Modifications, Mandatory Modifications and Changes made to the Units;

(viii) the Depot Works have been completed to RfL's satisfaction and the Depot

Completion Certificate has been issued; and

(ix) the Simulator has been Accepted and is installed and fully functioning at the

Simulator Initial Location.

(c) Where the conditions specified in clause 21.7(b) have been satisfied with respect to

a Unit, RfL shall issue a Final Acceptance Certificate to the SP with respect to such

Unit.

(d) Where the SP has been unable to satisfy clause 21.7(b)(iii) in respect of a Unit on

or before the date which is two years after the Contractual Final Acceptance Date

for that Unit (the "Deadline") solely because not all of the Crossrail Infrastructure

is Available Infrastructure by the Deadline, then, the SP shall take all reasonable

measures to mitigate any additional Direct Losses of testing required to satisfy

clause 21.7(b)(iii). Provided that the SP has mitigated in this way, RfL shall pay to

the SP those Direct Losses caused solely and exclusively by the delay beyond the

Deadline which would not have been incurred had all of the Crossrail Infrastructure

been Available Infrastructure prior to the Deadline ("Extra Costs") and for which

the SP provides reasonable evidence.

(e) Any costs saved by the SP as a result of a reduced level of operations of the

Crossrail Services or testing while the Crossrail Infrastructure is not all Available

Infrastructure shall be accounted for and deducted from any Extra Costs payable

by RfL under clause 21.7(d).

21.8 Fleet Acceptance

(a) The SP shall use all reasonable endeavours to achieve Fleet Acceptance by the

Contractual Fleet Acceptance Date (or, if later, as soon as reasonably practicable

after all of the Crossrail Infrastructure is Available Infrastructure) and the

provisions of paragraph 2.7 of schedule E2 (Payment Mechanism) shall apply.

(b) The SP shall make a submission for Fleet Acceptance to RfL once the Fleet

Acceptance Criteria have been satisfied.

(c) The Fleet Acceptance Criteria are:

(i) the ability of RfL to run all the Units with unconditional approval to operate

from the relevant Competent Authority or such successor certificate which

allows Unrestricted Passenger Revenue Earning Service over all the Crossrail

Infrastructure or ECS Movement (each as required by the operation type

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envisaged in schedule A2 (Crossrail Routes)) (once all of the Crossrail

Infrastructure is Available Infrastructure);

(ii) receipt by RfL of all relevant up-to-date documentation in accordance with

clause 21.5(a)(vi);

(iii) that the Fleet has reached a reliability level of 40,000 miles Mean Distance

Between Service Affecting Failure based on a three Railway Period rolling

average ("Fleet MDBSAF Target")54; and

(iv) all Units have achieved Final Acceptance.

(d) Upon Fleet Acceptance being obtained in accordance with clause 21.8(a), RfL shall

issue a Fleet Acceptance Certificate to the SP.

21.9 Equipment Acceptance

(a) The SP shall deliver and tender for Equipment Acceptance in accordance with the

Project Programme at the Designated Delivery Location each Station Proprietary

Item, each DOO CCTV Initial Spare, each DOO CCTV Special Tool, the Simulator,

each Initial Spare and each Initial Special Tool which (where relevant) corresponds

with the Unit to which that item of Equipment relates or with which it is being

delivered and which has been notified by RfL to the SP in accordance with clause

21.1(d) for that item of Equipment.

(b) RfL shall not be obliged to accept the tender of the Simulator, an Initial Spare, an

Initial Special Tool, a Station Proprietary Item, a DOO CCTV Initial Spare or a DOO

CCTV Special Tool for Equipment Acceptance, nor issue a Simulator Acceptance

Certificate, a Spares Acceptance Certificate, a Special Tools Acceptance Certificate,

a Station Proprietary Items Acceptance Certificate, a DOO CCTV Initial Spares

Acceptance Certificate or a DOO CCTV Special Tools Acceptance Certificate

respectively unless:

(i) the particular item of Equipment, DOO CCTV Special Tool or DOO CCTV

Initial Spare conforms with the appropriate part of the Train Technical

Requirements;

(ii) the particular item of Equipment, DOO CCTV Special Tool or DOO CCTV

Initial Spare complies with all Applicable Laws and Standards, has all

Relevant Approvals and is Fault Free;

(iii) in the case of Initial Spares, DOO CCTV Initial Spares, Initial Special Tools

and DOO CCTV Special Tools, the number and specification of the relevant

Spares and Special Tools corresponds with that required to be Accepted on

the relevant date pursuant to schedule B3 (Spares and Special Tools), the

Project Programme and terms of this Agreement;

(iv) the relevant Equipment Acceptance Tests for that item of Equipment, DOO

CCTV Special Tool or DOO CCTV Initial Spare have been successfully

completed to RfL's satisfaction;

(v) without prejudice to the DOO CCTV System Tests, in the case of the Station

Proprietary Items, the DOO CCTV System has successfully completed the

Preliminary DOO CCTV System Tests;

54 40,000 MDBSAF or 80% of the bidder's Reliability Growth Curve target MDBSAF, whichever is greater. See IFT for

further details.

REDACTED VERSION

(vi) in the case of the Simulator, the Simulator has been properly installed at

such location as RfL may specify with reasonable notice ("Simulator Initial

Location") and all installation tests have been successfully completed to

the satisfaction of RfL; and

(vii) the relevant requirements relating to the OOC Depot and the

Maintenance/Stabling Sites that should have been met by the SP by that

date according to the Project Programme have been met in accordance with

this Agreement.

(c) Where the conditions specified in clause 21.9(b) have been fulfilled, Equipment

Acceptance of the relevant item of Equipment, DOO CCTV Special Tool or DOO

CCTV Initial Spare shall occur and RfL shall issue to the SP a Simulator Acceptance

Certificate, a Spares Acceptance Certificate, a Special Tools Acceptance Certificate,

a DOO CCTV Initial Spares Acceptance Certificate, a DOO CCTV Special Tools

Certificate or a Station Proprietary Items Acceptance Certificate, as the case may

be, in respect of that item of Equipment.

(d) If the conditions specified in clause 21.9(b) have not been satisfied, RfL shall issue

to the SP, on the day on which the relevant Equipment is tendered for Acceptance

by the SP, an RfL Statement setting out which of the conditions specified in clause

21.9(b) have not been satisfied.

(e) If the SP, acting reasonably, disputes any of the reasons set out in the RfL

Statement, it shall notify RfL of this in writing within five Working Days of receipt of

the RfL Statement and the Parties shall resolve the matter in accordance with the

Dispute Resolution Procedure.

(f) If the SP does not obtain Equipment Acceptance in respect of the Simulator on or

prior to the Simulator Acceptance Date in accordance with the Project Programme,

the SP shall pay liquidated damages to RfL in the amount of £ for

each Railway Period or part thereof after the Simulator Acceptance Date until

Acceptance of the Simulator has occurred.

(g) If the SP does not obtain Equipment Acceptance in respect of:

(i) the Batch 1 Station Proprietary Items on the date set out in the Project

Programme for Acceptance of the Batch 1 Station Proprietary Items, the SP

shall pay liquidated damages to RfL in the amount of £ for

each Railway Period or part thereof from the relevant Station Proprietary

Items Acceptance Date for the Batch 1 Station Proprietary Items until

Acceptance of the Batch 1 Station Proprietary Items has occurred;

(ii) the Batch 2 Station Proprietary Items on the date set out in the Project





Acceptance of the Batch 2 Station Proprietary Items has occurred;

(iii) the Batch 3 Station Proprietary Items on the dates set out in the Project





Acceptance of the Batch 3 Station Proprietary Items has occurred.

REDACTED VERSION

21.10 Excess Mass

(a) Where the Actual Mass of an FLU exceeds the Contracted Design Mass, then RfL

may in its absolute discretion elect:

(i) to require the SP to pay to RfL liquidated damages calculated in accordance

with clause 21.10(b); or

(ii) to refuse to issue a QPAC or a PAC for the FLU or (in the case of an FLU

formed from an RLU which has been Accepted), issue a Final Acceptance

Certificate.

(b) If RfL Accepts the Unit notwithstanding that its Actual Mass is greater than its

Contracted Design Mass, the SP shall be liable for liquidated damages determined

by the formula:

EMA = A x (B-C) x D

Where:

EMA means the amount of liquidated damages for which the SP shall be liable

and if a negative number shall be deemed to be zero;

A means the amount of £ ;

B means the average Actual Mass in tonnes of the first five FLU Units to be

Accepted by RfL, rounded to the nearest tonne;

C means the Contracted Design Mass of the FLU rounded to the nearest tonne;

D means the number of FLUs to be offered for Acceptance in accordance with

this Agreement (other than the Option Units).

(c) The maximum liability of the SP to make payment of liquidated damages incurred

pursuant to this clause 21.10 shall not exceed £ .

(d) RfL shall be entitled at any time after it has Accepted five FLUs to determine in

accordance with this clause 21.10 the amount of liquidated damages (if any) that

the SP has incurred and shall notify the SP in writing of such amount of liquidated

damages together with sufficient information to enable the SP, acting reasonably,

to understand how such an amount was determined. The SP shall pay RfL the

specified amount of liquidated damages within 30 days of the date of such notice.

(e) Where RfL elects to require the SP to pay liquidated damages pursuant to clause

21.10(a)(i) and the SP does pay such liquidated damages, such liquidated damages

shall be the sole and exclusive remedy of RfL in respect of the non-compliance of

the FLUs with the Contracted Design Mass.

21.11 Genuine pre-estimate of loss

(a) The SP acknowledges and agrees that the liquidated damages specified in clauses

21.6(e), 21.9(f), 21.9(g), 21.10(b) and 22.3 in each case represent a genuine pre-

estimate of RfL's Losses arising from the failure to provide the Unit on the

Contractual Provisional Acceptance Date, the Simulator on the Simulator

Acceptance Date, the Station Proprietary Items on the Station Proprietary Items

Acceptance Date, the Actual Mass exceeding the Contracted Design Mass and the

taking out of revenue earning service of a Unit or the ceasing to function of any

Station Proprietary Items referred to in clause 22.3 (as applicable).

REDACTED VERSION

(b) The Parties expressly undertake and agree that neither Party will:

(i) raise any claim of objection or defence challenging the validity of, or

otherwise questioning the reasonableness of, the liquidated damages

specified in clause 21.6(e), 21.9(f), 21.9(g), 21.10(b) or 22.3; or

(ii) bring any proceedings (including injunctive proceedings) challenging RfL's

rights to deduct amounts or the SP's obligation to pay amounts under clause

21.6(e), 21.9(f), 21.9(g), 21.10(b) or 22.3.

(c) If the provisions for liquidated damages are held to be unenforceable as a result of

a claim, objection, defence, dispute or proceedings raised or brought by the SP, the

SP expressly agrees to pay RfL all Losses whatsoever (including loss of profit, loss

of use and loss of production) incurred, suffered or payable by RfL arising from or

in consequence of the failure to provide the Unit on the Contractual Provisional

Acceptance Date, the Simulator on the Simulator Acceptance Date, the Station

Proprietary Items on the Station Proprietary Items Acceptance Date, the Actual

Mass exceeding the Contracted Design Mass or the taking out of revenue earning

service of a Unit or the ceasing to function of any Station Proprietary Items

referred to in clause 22.3 (as applicable).

(d) The SP acknowledges and agrees that the provisions of clause 21.11(a) to (c) apply

mutatis mutandis to the level of Adjustments imposed in the Payment Mechanism

and Performance Regime for failure by the SP to perform the Services (other than

the Refurbishments) in accordance with schedule D1 (Maintenance Services) and

for failure to achieve Final Acceptance or Fleet Acceptance in the circumstances set

out in the Payment Mechanism.

21.12 Certificates

The Parties agree that the issue of any certificate, document or notice under clause 20

(Testing and Certification of Units and the DOO CCTV System), clause 21 (Delivery and

Acceptance of Units and Equipment) and schedule B4 (Testing (Units)) shall not release,

diminish or in any other way affect the obligations of the SP under this Agreement nor

shall it result in RfL assuming any responsibility for the adequacy, completeness, condition

and performance of the Units.

22. WARRANTIES

22.1 Design Life Warranty

The SP warrants to RfL in respect of each Unit and the DOO CCTV System that, on the

date of Provisional Acceptance or Qualified Provisional Acceptance of a Unit, such Unit and

the DOO CCTV System are designed for a 35-year service life subject to operation and

maintenance of such Unit or the DOO CCTV System in accordance with the Permitted Use,

the Maintenance Plan and the Manuals (and clause 22.3 shall apply).

22.2 Key Component warranty

(a) Without prejudice to clause 22.2(d), the Warranted Design Life shall commence on

the date of Acceptance of the relevant Unit or the date of Equipment Acceptance of

the Station Proprietary Items, as appropriate. If, in respect of a Unit or the Station

Proprietary Items, an SP Fault arises on any of the Key Components during the

Warranted Design Life of such Key Component at any time when the SP is not

responsible for maintaining the Units or the Station Proprietary Items substantially

on the basis set out in this Agreement and/or the Performance Regime no longer

applies (and/or there is a TSSSA Change), the SP warrants to RfL that it shall

remedy the SP Fault and undertake necessary rectification to such Unit or the

Station Proprietary Items and execute such work as may be required at its own

REDACTED VERSION

cost in order to permit the Unit or the Station Proprietary Items to continue in

operation pending such rectification. Within 20 Working Days after having been

notified of such SP Fault by RfL, the SP shall submit to RfL for approval, acting

reasonably, a programme for rectification of such SP Fault as soon as is practicable

and the Parties shall negotiate and agree such programme in good faith, within a

period of ten Working Days after receipt of such programme.55

Key Component Warranted Design Life

Bodyshell (structural) 35 years

Couplers (mechanical components) 35 years

Traction (including all items in the power

circuit, traction motors and associated

transmission systems)

20 years

Mechanical and electrical brake systems 20 years

Train Management System

(Unit and Vehicle equipment, including

intercommunication data-bus for train

control and subsystem condition

monitoring)

35 years

Paint system 10 years

Interior fixtures 15 years

Seats (frames) 15 years

HVAC 15 years

Door system complete 15 years

Bogie Frames 35 years

Train-carried ATO and signalling

equipment

15 years

DOO CCTV Unit Subsystem and Station

Proprietary Items

15 years

(b) If an SP Fault in any of the Key Components becomes a Recurrent Defect during

the Warranted Design Life the SP warrants to RfL that it shall remedy such SP Fault

and undertake necessary rectification on all Units and such work as may be

required in order to permit those Units to continue in operation pending such

rectification. Within 20 Working Days of having been notified of such SP Fault by

RfL, the SP shall submit to RfL for approval, acting reasonably, a programme of

rectification of such SP Fault on all Units as soon as is practicable and the Parties

shall negotiate and agree such programme in good faith, within a period of 28

Working Days after receipt of such programme.

55 Note to Bidders: the SP is not required to maintain the Station Proprietary Items but the warranty will not be

effective while the Performance Regime applies.

REDACTED VERSION

(c) If any SP Fault in any of the Key Components is not remedied in accordance with

this clause 22.2, RfL may remedy the SP Fault, or procure the remedy of the SP

Fault and the SP shall indemnify RfL in respect of any costs incurred by RfL in

remedying the SP Fault.

(d) In respect of any Key Component which is replaced as part of a Refurbishment, the

SP shall (to the extent available in the market from third parties) provide RfL with

a new warranty in respect of such Key Component which shall commence on the

date of completion of such Refurbishment and run for a further period equal to the

full Warranted Design Life of such Key Component. The provisions of this clause 22

shall apply to such replacement Key Component and Key Component warranty.

22.3 Liquidated damages for warranty work

Without prejudice to the SP's other obligations under this Agreement, if a Unit is taken out

of revenue-earning service or any Station Proprietary Items cease to function or are out of

service as a result of, or to rectify, an SP Fault under this clause 22, clause 26.7, clause

26.8 or clause 29.2 at any time when the SP is not responsible for maintaining the Units

or the Station Proprietary Items substantially on the basis set out in this Agreement

and/or the Performance Regime no longer applies (and/or there is a TSSSA Change):

(a) the SP shall pay to RfL liquidated damages at the rate of £ for each day or

part thereof commencing on the date on which the Unit is taken out of revenue-

earning service up to and including the date on which the Unit (or Vehicle or Part)

the subject of the relevant warranty work is delivered back to RfL by the SP;

(b) the SP shall arrange and pay for the necessary movement of a Unit or Vehicle to

and from its own or any third party site necessary to undertake warranty work;

(c) the SP shall pay to RfL liquidated damages at the rate of £ for each day or

part thereof for each platform used for Crossrail Services at any Crossrail Station

while the Station Proprietary Items cease to function or are out of service until

those Station Proprietary Items have returned to normal function and are no longer

out of service; and

(d) amounts payable under this clause 22.3 shall be invoiced by RfL on the last

Working Day of each calendar month and paid by the SP at the end of the Railway

Period following the Railway Period in which the invoice is received.

22.4 Limitation on liability under warranties

The SP will not be liable under this clause 22 to the extent that an SP Fault results from a

Modification which has not been performed by or on behalf of the SP and/or is not the

subject of a Change Confirmation Notice.

22.5 Survival

The provisions of this clause 22 shall survive the expiry and termination of this

Agreement.

23. TITLE, RISK AND PROVISION

23.1 Title in Units and Equipment

Title and risk in the Units and Equipment (with the exception of the Station Proprietary

Items) shall, from the date of the issue of a QPAC or PAC (whichever is earlier), a

Simulator Acceptance Certificate, a Spares Acceptance Certificate or a Special Tools

Acceptance Certificate, as the case may be, pass to RfL or RfL's nominee and the SP

REDACTED VERSION

warrants that such title shall be with full title guarantee free and clear of all Security

Interests.

23.2 Title in DOO CCTV Items

Title and risk in the Station Proprietary Items, the DOO CCTV Special Tools, the DOO

CCTV Initial Spares and the DOO CCTV Additional Spares shall, from the date of delivery

to the Designated Delivery Location (or Acceptance, if earlier), pass to RfL or RfL's

nominee and the SP warrants that such title shall be with full title guarantee free and

clear of all Security Interests.

23.3 Provision of Units and Simulator

(a) Throughout the Concession Period the SP acknowledges that RfL shall make

available each Unit that has achieved Provisional Acceptance or Qualified

Provisional Acceptance and the Simulator that has achieved Acceptance:

(i) to the CTOC or any other RfL nominee in accordance with this Agreement

and for the purposes of the Crossrail Project; and

(ii) to the SP in accordance with this Agreement and for the purposes of

performing the Services.

(b) During the operational day, and as set out in the Train Plan, the SP will not

interfere with the quiet use, possession and enjoyment by RfL (or the CTOC or any

other RfL nominee) of any Unit that has achieved Provisional Acceptance or

Qualified Provisional Acceptance or the Simulator once it has been Accepted save

to the extent caused by the proper exercise by the SP of its rights under this

Agreement.

24. CERTIFICATES

Where this part IV of the Agreement specifies certificates to be issued, the Parties shall

use the relevant form specified in schedule B5 (Pro-forma Certificates (Units)).

REDACTED VERSION

PART V – OPERATIONS

25. SERVICES

25.1 Services-related undertakings

The SP undertakes that during the Services Period it shall:

(a) provide the Services to RfL (or its nominee) so that the Units are Fault Free and

capable of being used to operate the Crossrail Services:

(i) in accordance with the Maintenance Technical Requirements;

(ii) in accordance with the Services Management Plan;

(iii) in a manner consistent with the CTOC's Safety Certificate(s) and CTOC's

Safety Management System;

(iv) by RfL (or the CTOC) at the times and locations and in the condition and

quantities required by the Train Plan (provided pursuant to clause 26.1) and

the Train Plan Parameters;

(v) in accordance with all Applicable Laws and Standards, Relevant Approvals

and any consents obtained by the SP under the Project Documents including

the giving of all notices and the paying of all fees thereunder;

(vi) in accordance with Good Industry Practice from time to time relating to the

activity concerned and with all due skill, care and diligence to be expected of

appropriately qualified and experienced professional maintainers of trains

with experience of carrying out work of a similar scope, type, nature and

complexity to that required under this Agreement;

(vii) in accordance with the Performance Regime and to minimise the application

of Adjustments under the Performance Regime by achieving a high level of

performance of the Units;

(viii) in a safe manner reducing any risk to the health and wellbeing of persons

using, operating, maintaining or involved in the management of the Units to

as minimal a level as reasonably practicable, and free, so far as is

reasonably practicable (taking into account the SP's obligations under this

Agreement), from any risk of Environmental Damage;

(ix) using materials and goods which comply with all Applicable Laws and

Standards and other requirements of this Agreement and which are of

satisfactory quality such that the provision of the Services and the Spares

used in connection with the Services provision will be of satisfactory quality;

(x) in accordance with the requirements of any Change Confirmation Notice and

in all other respects in accordance with this Agreement;

(xi) so that the Units, Spares, Special Tools and the Simulator are Fault Free and

are at all times in a condition consistent with the Return Condition;

(xii) so that none of the Units, Spares, Special Tools and the Simulator is

maintained in a discriminatory manner from the Operating Date so as to

ensure that from the Full Deployment Date no Unit performs more than +/-

ten per cent. of the annual average mileage of the Fleet;

(xiii) in accordance with any relevant SP Safety Certificates;

REDACTED VERSION

(xiv) in accordance with any relevant licence granted to the SP or Train

Maintainer or Depot Operator under section 8 of the Railways Act or under

the 2005 Regulations or any other European licence authorising the SP or

Train Maintainer or Depot Operator to operate light maintenance depots

and/or operate rolling stock for the Crossrail Services or in connection with

the Crossrail Infrastructure;

(xv) in accordance with the rights and obligations in respect of access to the

Maintenance/Stabling Sites granted to and imposed upon the SP in

accordance with this Agreement;

(xvi) in accordance with any reasonable instructions or directions properly issued

by RfL pursuant to this Agreement; and

(xvii) otherwise in accordance with this Agreement including, without limitation,

clause 9.3;

(b) provide all such co-operation and assistance as RfL may reasonably require to

enable it to exercise its rights under this Agreement effectively, efficiently and

without incurring unreasonable cost, expense or delay; and

(c) procure the provision of all services, labour (including the supervision of labour),

plant, goods, materials, equipment, work facilities, patterns, jigs, tools, fixtures,

Spares, Special Tools, test equipment, software data, consumables and any other

resources, whether of a permanent or temporary nature, required for the

performance of the Services save where expressly stated otherwise in this

Agreement.

25.2 Maintaining Relevant Approvals

(a) The SP shall obtain and maintain all such Relevant Approvals and give all notices

and pay all fees required or necessary for the proper performance of the SP's

obligations under this Agreement including an obligation to obtain, and maintain at

all times, any licence or any exemption from obtaining such licence which the SP or

the Depot Operator shall be required to hold under the Railways Act or the 2005

Regulations.

(b) The SP shall ensure that all Relevant Approvals are available for inspection by RfL

or its nominee throughout the Concession Period.

25.3 RfL approvals

Notwithstanding any other provision of this Agreement, no examination or lack of

examination and/or the giving or issue of any approval, consent or certificate or any delay

in respect of the foregoing by RfL, the CTOC or either of them or any employee of any of

them under or in accordance with this Agreement shall relieve or absolve the SP from any

liability to RfL arising out of, or connected with, the performance or non-performance of

the Services under this Agreement.

25.4 Environmental issues

During the Services Period, the SP shall, in accordance with part 2 of schedule A15

(Environment), keep updated and comply with its certified environmental management

system and associated working procedures for the Services so that the risk of

Environmental Damage occurring at the OOC Depot or any of the Maintenance/Stabling

Sites caused by the SP or its Subcontractors (including as a result of discharge of

Hazardous Substances or from the disposal of components removed from the Units) is as

low as reasonably practicable.

REDACTED VERSION

25.5 Interference with operations

(a) All operations necessary for the execution of the SP's duties and obligations under

this Agreement shall be carried out in accordance with this Agreement so as not to

interfere unnecessarily or improperly with traffic or the convenience of the public or

the access to, use and occupation of, public or private roads or footpaths to or of

properties whether in the possession of RfL or of any other person.

(b) The SP shall not unreasonably or improperly obstruct, hinder or permit any

obstruction, interruption or hindrance by its employees or Subcontractors or any of

their respective servants or agents of the safe and/or efficient activity or operations

of any Infrastructure Manager or CTOC/RfL's employees or subcontractors or their

respective servants or agents, to the extent materially detrimental to RfL's ability

to perform its obligations, the efficient operation of any rail service or trains on the

Crossrail Infrastructure.

(c) RfL shall not and shall ensure that the CTOC shall not unreasonably obstruct or

hinder the safe performance of the operations of the SP or its Subcontractors

pursuant to this Agreement, other than as required by any Applicable Laws and

Standards, Relevant Approvals or the CTOC's Safety Certificate or as provided for

in this Agreement.

25.6 Security and prevention of damage

(a) The SP shall comply with the provisions of schedule D3 (Security and Resilience

(Operations)) during the Services Period.

(b) Without prejudice to or limiting any of the SP's other obligations under this

Agreement, the SP shall take all reasonable precautions and (in the case of sub-

clauses (i), (ii) and (iii) below) implement all necessary security systems to prevent

loss of or damage to:

(i) the Units and the Equipment;

(ii) the OOC Depot and all assets listed in the Depot Asset Register;

(iii) all equipment or assets owned by RfL or the CTOC or provided by RfL or the

CTOC and owned by a third party; and

(iv) the Maintenance/Stabling Sites,

resulting from theft or vandalism at all times including, in the case of sub-clauses

(i), (ii) and (iii) above, during such periods as it shall have care, custody and/or

control of them. The SP shall also use reasonable endeavours to minimise the risk

of such loss or damage when working on the Units at Maintenance/Stabling Sites

notwithstanding that the Units are not in its care, custody or control.

(c) As between the Parties, the Units and the Equipment shall be treated as being in

the care, custody or control of the SP when at the OOC Depot and in the care,

custody and control of RfL when at the Maintenance/Stabling Sites and when being

operated by or on behalf of RfL to perform Diagrams as set out in the Train Plan

(following Hand-Over by the SP until Hand-Back by RfL).

(d) As between the Parties, the Simulator (once Accepted) shall be treated as being in

the care, custody and control of the SP when at the OOC Depot or at any other

location chosen pursuant to clause 28.11(b)(iii) and otherwise in the care, custody

and control of RfL.

REDACTED VERSION

25.7 Noise

All operations necessary for the performance of the SP's duties and obligations under this

Agreement relating to operations at the OOC Depot shall be carried out without

unreasonable noise and disturbance as required by Applicable Laws and Standards, the

Undertakings to the extent required by clause 6.1(a) and schedule A15 (Environment).

25.8 Maintenance cost and facilities

Unless expressly stated in this Agreement, the SP shall perform the Services under this

Agreement at its own cost and shall provide or procure, at its own cost, all labour,

equipment, support services and other facilities necessary for the full performance by the

SP of the Services under this Agreement.

25.9 Business rates

The SP acknowledges that:

(a) it is the SP's responsibility to pay the business rates applicable to the OOC Depot

and all associated equipment as referred to in clause 9.3(g); and

(b) it is the intention of the Parties that the OOC Depot and all associated equipment

forms part of Network Rail's Cumulo for the purposes of business rating, and

agrees to take all action to ensure that this is the case. Without prejudice to the

foregoing, the SP agrees:

(i) that it will ensure that the Depot Operator has and will continue to have the

status in rating terms of a train operating company for the purposes of the

relevant rating regulations; and

(ii) to agree with Network Rail that the Depot Operator pays the OOC Licence

Fee directly to Network Rail, as provided for in clause 9.6.

25.10 Power

(a) Subject to the SP's compliance with clause 11.14(a) and without prejudice to

clause 11.14(b), RfL shall arrange and pay for traction power to be provided to the

OOC Depot for use by the SP in the provision of the Services in accordance with the

Maintenance Technical Requirements and the Depot Power Consumption

Adjustment shall apply to the Service Payment in accordance with paragraph 2.5 of

schedule E2 (Payment Mechanism).

(b) The SP shall be responsible for arranging, contracting for and meeting the cost of

all domestic electricity power used at the OOC Depot during the Services Period.

25.11 Free Issue Materials

(a) Without prejudice to clause 16.4, the SP shall co-operate with and provide access

to the OOC Depot and the Units for all or any third parties contracted by RfL to

install, test and/or maintain any Free Issue Materials in or on the Units and/or the

Simulator (including advertising services) during the Services Period at the request

of RfL.

(b) The SP shall comply with any special maintenance requirements relating to any

such Free Issue Materials in accordance with part 1 of schedule D1 (Maintenance

Services) and any relevant Change Confirmation Notice.

REDACTED VERSION

25.12 Training

The SP shall provide or procure the provision of the training set out in and in accordance

with the Training Programme for the Services Period.

25.13 RfL obligations

RfL shall comply with its obligations with regard to the Services as set out in schedule D1

(Maintenance Services).

26. DIAGRAMS AND SERVICES PROCEDURES

26.1 Train Plan

(a) RfL shall consult with the SP in the development of the Train Plan and RfL shall

(acting reasonably) produce a Train Plan which shall:

(i) allow flexibility, operational robustness and time for maintenance, in each

case as would be reasonable for the Fleet assuming that the SP complies

with its obligations under the Agreement; and

(ii) without prejudice to clause 26.3, not require more Diagrams than are

indicated in the applicable part of schedule D2 (Diagrams) corresponding to

the time period of such Train Plan,

in each case in accordance with the Maintenance Plan and the Train Plan

Parameters.

(b) RfL shall provide the SP with a Train Plan no later than six months before the

Contractual Provisional Acceptance Date of the first Unit to be Provisionally

Accepted.

(c) Without prejudice to clause 26.3, it shall be possible for RfL to amend the Train

Plan from time to time (including in accordance with Network Rail timetabling

parameters to accommodate timetable changes). The consequences of

amendments to the Train Plan shall be dealt with as follows:

(i) consequences of mileage changes shall be determined in accordance with

paragraphs 2.8 and 4 of schedule E2 (Payment Mechanism);

(ii) consequences of any change where the Train Plan will remain within the

Train Plan Parameters ("Permitted Change") shall not entitle the SP to

any change to or relief from its obligations under this Agreement including

under the Performance Regime or to any compensation or to any additional

payment other than as referred to in clause 26.1(c)(i); and

(iii) consequences of any change where the Train Plan does not remain within

the Train Plan Parameters shall be as set out in clause 26.1(e).

(d) Where there is a change to the Train Plan, RfL shall submit to the SP the revised

Train Plan by no later than 22:00 on the day before the required implementation

date of the revised Train Plan.

(e) Where changes to the Train Plan mean that the Train Plan cannot remain within the

Train Plan Parameters, RfL shall nevertheless be entitled to issue the revised Train

Plan by no later than 22:00 on the day before the required implementation date of

the revised Train Plan. The SP shall use best endeavours to co-operate and to

comply with the revised Train Plan and, at RfL's discretion, either:

REDACTED VERSION

(i) without prejudice to such best endeavours obligation, any Failure which RfL

agrees (acting reasonably) arises as a direct result of the Train Plan falling

outside the Train Plan Parameters shall be an Allowable Failure pursuant to

and on the terms of the Performance Regime and the SP shall be entitled to

claim its Direct Losses resulting from such Failure provided that the SP has

provided RfL with reasonable supporting information to evidence such Direct

Losses; or

(ii) the changes to the Train Plan shall be an RfL Change.

26.2 Preparation, Presentation and Hand-Back

(a) The SP shall hand over the Units to RfL and RfL shall hand back the Units to the SP

in accordance with the Train Plan and the Preparation, Presentation and Hand-Back

Procedure.

(b) The SP shall provide to RfL for Assurance Acceptance no less than nine months

before the Contractual Provisional Acceptance Date of the first Unit to be Accepted,

a detailed procedure for timely Hand-Over and Hand-Back in accordance with the

Train Plan Parameters and once such procedure has been Assurance Accepted, it

shall be the "Preparation, Presentation and Hand-Back Procedure" for the

purposes of this Agreement.

(c) The Preparation, Presentation and Hand-Back Procedure shall set out in detail:

(i) the respective responsibilities of the SP and RfL;

(ii) timings for the preparation and disposal of Units;

(iii) how the SP will allocate Units to those Diagrams which have Entry Points at

the OOC Depot; and

(iv) the procedure for generation of a Hand-Over Certificate and a Hand-Back

Certificate by the SP and RfL respectively.

(d) The Hand-Over Certificate shall include, as a minimum, the following information:

(i) the Entry Point;

(ii) the time of Hand-Over;

(iii) the Unit number;

(iv) the relevant Diagrams that the Unit will operate;

(v) the first Entry Time and Entry Point following Hand-Over;

(vi) the scheduled time of Hand-Back;

(vii) where appropriate, the agreed Services (including any Additional Services)

that have been performed by the SP in relation to that Unit;

(viii) all Faults (if any) on that Unit; and

(ix) a declaration that the Unit complies with paragraphs 2.1(a)(i), 2.1(a)(ii),

2.1(a)(iii) and 2.1(a)(vi) of part 1 of schedule D1 (Maintenance services).

(e) The Hand-Back Certificate shall include, as a minimum, the following information:

REDACTED VERSION

(i) the Exit Point;

(ii) the time of Hand-Back;

(iii) the Unit number;

(iv) the Diagram the Unit operated immediately prior to Hand-Back; and

(v) to the extent the CTOC/RfL is aware, whether that Unit is being Handed-

Back for the performance by the SP of scheduled maintenance or Fault

rectification.

26.3 Ad hoc Marginal Unit Availability

(a) RfL may, by not less than two Working Days' written notice, request the SP to

make available Marginal Unit(s) on any day or days in excess of the maximum

number of Units that the Train Plan contemplates being in service on that day. Any

such notice shall provide relevant information in respect of the relevant Marginal

Unit(s) required.

(b) The SP shall use reasonable endeavours to make Marginal Unit(s) available to

satisfy any such RfL request, having regard to the SP's resilience and maintenance

requirements and subject to the SP's ability to comply with its other obligations

under this Agreement.

(c) The SP shall respond to any such request from RfL as soon as practicable stating

whether it is able to make any Marginal Unit(s) available and, if it is able to do so,

RfL may require those Marginal Unit(s) to be available by including them in the

Train Plan.

(d) Where the SP has notified RfL that it is able to make any Marginal Unit(s) available

under this clause 26.3, the Parties, acting reasonably, shall agree a price on the

basis of the principles set out in paragraph 2.3 of schedule E2 (Payment

Mechanism) to be paid by RfL for the provision of each such Marginal Unit that the

SP agrees to provide.

26.4 In Service Support Procedure

The SP shall provide to RfL for Assurance Acceptance no later than six months before the

Contractual Provisional Acceptance Date of the first Unit to be Accepted a detailed

procedure for complying with its obligations in paragraphs 2.8 to 2.11 of part 1 of

schedule D1 (Maintenance Services) and once such procedure has been Assurance

Accepted, it shall be the "In Service Support Procedure" for the purposes of this

Agreement.

26.5 Fault Notification Procedure

The SP shall provide to RfL for Assurance Acceptance no later than six months before the

Contractual Provisional Acceptance Date of the first Unit to be Accepted a detailed

procedure for complying with its obligations in paragraphs 2.5 and 2.12 of part 1 of

schedule D1 (Maintenance Services) including a procedure for RfL or the CTOC to follow in

order to report Faults of which it is aware and once such procedure has been Assurance

Accepted, it shall be the "Fault Notification Procedure" for the purposes of this

Agreement.

26.6 Fault Rectification during Services Period

(a) Without prejudice to RfL's rights under the Performance Regime, and subject to the

terms of schedule D1 (Maintenance Services) in the case of RfL Faults (except

REDACTED VERSION

where a Unit is a Total Loss in which case clause 46.22(c) shall apply or where

clause 46.22(a)(ii) otherwise applies), the SP shall, during the Services Period:

(i) remedy any Fault which occurs in any Unit, Vehicle or item of Equipment

(excluding the Station Proprietary Items); or

(ii) produce a draft fault rectification strategy setting out the steps that the SP

will take to remedy such Fault,

as soon as reasonably practicable and in any event within two Working Days after

the SP is notified of such Fault or otherwise becomes aware of such Fault.

(b) If the SP produces a draft fault rectification strategy pursuant to clause 26.6(a)(ii)

it shall forward such strategy to RfL within the period referred to in clause 26.6(a)

and the Parties shall then meet within seven Working Days (or such lesser or

greater period as the Parties shall agree) in order to agree such fault rectification

strategy.

(c) Without prejudice to schedule D1 (Maintenance Services) and the Performance

Regime, if:

(i) any Fault is not remedied under clause 26.6(a)(i); or

(ii) the SP has not produced the fault rectification strategy under clause

26.6(a)(ii) or the fault rectification strategy produced under clause

26.6(a)(ii) was not approved in writing by RfL within seven Working Days

following receipt of it under clause 26.6(b); or

(iii) if having produced the fault rectification strategy under clause 26.6(a)(ii)

the SP does not remedy the relevant Faults in accordance with such

strategy,

then, pursuant to clause 29.2, RfL may remedy, or procure that an appropriately

qualified third party shall remedy, such Fault and the SP shall (except to the extent

that such Fault is an RfL Fault) indemnify RfL in respect of any costs incurred by

RfL in remedying such Fault.

(d) If any Fault is an RfL Fault then notwithstanding the rest of this clause 26.6, the SP

shall rectify such RfL Fault pursuant to paragraph 3 of part 1 of schedule D1

(Maintenance Services) and shall be entitled to payment for such Additional

Services in accordance with the terms of this Agreement including schedule E2

(Payment Mechanism).

26.7 Run-off warranty

(a) The SP shall either:

(i) make good any SP Fault which occurs in the Station Proprietary Items, any

Unit, Vehicle, Spare, Simulator or Special Tool during the Warranty Period

and which arises as a result of the SP or any Subcontractor carrying out, or

not carrying out, any Services during the Services Period in respect of that

Station Proprietary Item, Unit, Vehicle, Spare, Simulator or Special Tool; or

(ii) produce a remedial plan acceptable to RfL (such acceptance not to be

unreasonably withheld or delayed) setting out the steps that the SP will take

to remedy such SP Fault,

within five Working Days after the SP is notified of such SP Fault or otherwise

becomes aware of such SP Fault. RfL will be deemed to have accepted any

REDACTED VERSION

remedial plan produced under clause 26.7(a)(ii) if it has not responded to the SP

on that remedial plan within five Working Days of receiving it.

(b) If:

(i) any SP Fault is not remedied under clause 26.7(a)(i); or

(ii) the SP has not produced a remedial plan under clause 26.7(a)(ii),

within five Working Days after the SP is notified of such SP Fault or otherwise

becomes aware of such SP Fault or the SP does not comply with the remedial plan

produced under clause 26.7(a)(ii) or the Parties are unable to agree the remedial

plan within five Working Days of receiving the remedial plan from the SP, RfL may

remedy, or procure that an appropriately qualified third party remedies, such SP

Fault and the SP shall indemnify RfL in respect of any costs incurred by RfL in

remedying such SP Fault.

(c) The SP will not be liable under clause 26.7(b) to the extent that it is unable to

comply with its obligations under clause 26.7(b) after the end of the Services

Period due to RfL not providing access to:

(i) the Station Proprietary Items, the Units, Vehicles, Spares, the Simulator or

the Special Tools that are the subject of the relevant warranty work; and/or

(ii) the OOC Depot or the Special Tools,

to the extent necessary to permit the SP to comply with its obligations under

clause 26.7(a)(i).

(d) The provisions of this clause 26.7 shall survive expiry and termination of this

Agreement.

26.8 Recurrent Defects

If, during the Recurrent Defect Period, RfL notifies the SP that a Recurrent Defect has

occurred, the SP warrants to RfL that it shall remedy such Recurrent Defect and undertake

necessary rectification on all Units, Vehicles, Spares, the Simulator and Parts (as

appropriate), and undertake such work as may be feasible in order to enable such Units,

Vehicles, Spares, the Simulator and Parts (as the case may be) to continue in operation in

compliance with the terms of this Agreement pending such rectification. Within 20

Working Days after having been notified of such Recurrent Defect by RfL, the SP shall

submit to RfL a programme for rectification of such Recurrent Defect and any necessary

rectification required on any Unit, Vehicle, Spare, the Simulator or Part (as the case may

be) as soon as is practicable and the Parties shall negotiate and agree such programme in

good faith, within a period of 20 Working Days after receipt of such programme.

26.9 Rescue of Units which fail on the Network

Where any Unit which has commenced operation of a Diagram is not Fit to Remain in

Service, the SP shall provide the Services as set out in paragraph 2.8 of part 1 of schedule

D1 (Maintenance Services).

27. PERFORMANCE REGIME

The SP and RfL shall comply with the provisions of the Performance Regime.

REDACTED VERSION

28. SPARES, SPECIAL TOOLS, SIMULATORS AND STATION PROPRIETARY ITEMS

28.1 Spares – general obligations

(a) The SP shall at its own risk and expense be responsible for all necessary Relevant

Approvals (including safety approvals) required under any Applicable Laws and

Standards with respect to the storage, maintenance, use and disposal of Spares

and prior to delivery to RfL, the DOO CCTV Initial Spares and DOO CCTV Spares.

(b) The SP shall be responsible for procuring, replacing and managing the Initial

Spares (including any supplementary/replacement Spares which are acquired and

maintained by the SP during the Concession Period) in order to perform its


(c) Without prejudice to clauses 28.1(a), 28.1(b) and 28.7(a), the SP shall be

responsible for:

(i) making all payments to the supplier of such Spares;

(ii) the storage, safety, maintenance and insurance (in accordance with

schedule E9 (Insurance)) of the Spares;

(iii) ensuring the suitability and quality of the Spares for undertaking the

Services and the availability and readiness of the Spares to be used straight

away;

(iv) the transit of any Spares between any supplier and the SP, and the transit

of any Spares that are taken to a location to be overhauled and/or Repaired;

(v) managing any warranty claims arising in relation to the Spares; and

(vi) ensuring that the Spares, the Station Proprietary Items and the Simulator

are kept up to date and compatible in all respects (including Software) with

the Units.

28.2 Provision of Initial Spares

(a) Upon Acceptance by RfL of an Initial Spare pursuant to clause 21.9, RfL shall

permit the SP to make that Initial Spare available for use in the provision of the

Services.

(b) The SP warrants to RfL that the numbers of Standard Services Initial Spares will be

sufficient to enable it to carry out the Standard Services.

(c) Where, in performing the Services, the SP installs an Initial Spare on a Unit to

replace a Part, the SP shall procure that the Part which has been replaced by such

Initial Spare shall be overhauled in accordance with the Manuals, or, where such

Part is life expired or damaged beyond economic repair, that such Part is replaced

with a new Spare.

(d) If an Initial Spare is not available and this prevents the SP performing its

obligations under this Agreement, including any of the Standard Services, the SP

shall not be entitled to any relief from any of its obligations and/or any claim,

remedy or compensation under this Agreement.

(e) Upon delivery of the DOO CCTV Initial Spares and DOO CCTV Additional Spares to

the Designated Delivery Location, title shall pass to RfL or RfL's nominee in

accordance with clause 23.2 and the relevant DOO CCTV Spares shall be available

for use by RfL or RfL's nominee.

REDACTED VERSION

28.3 Supplementary Spares

(a) The SP shall monitor the level of usage of the Standard Services Initial Spares in

the provision of the Standard Services and shall be responsible for acquiring at its

own cost any supplementary Spares which the SP (acting reasonably) considers

necessary to increase the stock of Standard Services Initial Spares to a level which

enables the SP to perform the Standard Services efficiently and economically. The

SP shall notify RfL prior to making any such adjustment to the stock levels of

Standard Services Initial Spares.

(b) The SP shall monitor the level of usage of the Additional Services Initial Spares in

the provision of any Additional Services required and shall be responsible for

acquiring any supplementary Spares which the SP (acting reasonably) considers

necessary to increase the stock of Additional Services Initial Spares to a level which

enables the SP to perform the Additional Services efficiently and economically. The

SP shall notify RfL prior to making any such adjustment to the stock levels of

Additional Services Initial Spares.

(c) Title and risk in the supplementary Spares referred to in clauses 28.3(a) and

28.3(b) shall, from the earlier of the date of their delivery to the OOC Depot or

their incorporation in the relevant Unit, pass to RfL or RfL's nominee with full title

guarantee free and clear of all Security Interests.

28.4 Additional Services Initial Spares – general obligations

(a) Subject to clause 28.4(b), the SP hereby acknowledges and agrees that the

Additional Services Initial Spares are to be used exclusively for the provision of

Additional Services.

(b) If the SP wishes for any reason to use any Additional Services Initial Spares in the

provision of any Standard Services it shall, prior to using such Additional Services

Initial Spares, notify RfL in writing of the quantity of such Additional Services Initial

Spares it wishes to so use, and the reason why it wishes to use such Additional

Services Initial Spares.

(c) Subject to RfL giving its written consent to the proposed use of the Additional

Services Initial Spares, the SP shall proceed to use such Additional Services Initial

Spares in the provision of any Standard Services.

(d) Where the SP uses an Additional Services Initial Spare in performing the Standard

Services in accordance with this clause 28.4, the SP shall procure at its cost a

brand new replacement for such Additional Services Initial Spare.

28.5 Spares reporting

(a) The SP shall ensure that it reports at each Performance Review Meeting on the

quantity and usage of each type of Spare in the four-week period prior to each

Performance Review Meeting.

(b) The SP shall keep updated throughout the Concession Period an inventory of

Spares (the "Spares Inventory") reflecting any changes to the levels of Initial

Spares in accordance with clause 28.3 and shall provide a copy of the Spares

Inventory to RfL on request.

28.6 Standard of Spares on Return

On the termination or expiry of this Agreement at any time following Provisional

Acceptance of the Minimum Fleet the SP shall deliver to RfL or its nominee possession of

all of the Spares in the Spares Inventory to be received by RfL in accordance with clauses

REDACTED VERSION

54 (General Obligations following Termination or Expiry) to 56 (Procedure on Expiry of

Concession Period or Voluntary Termination Date) in compliance with the Return

Condition. To the extent that such Spares to be delivered to RfL on termination do not

satisfy the above requirements, the SP shall promptly Repair or replace such Spares at its

own cost to ensure that such Spares are put into the Return Condition.

28.7 DOO CCTV Spares

Without prejudice to the SP's obligations under the rest of this clause 28, the SP

acknowledges that part 3 of schedule B3 (Spares and Special Tools) includes a price list

(which prices shall be Indexed) of all DOO CCTV Spares and that RfL may request DOO

CCTV Additional Spares from the SP at the applicable price payable to the SP at any time

during, and until the termination or expiry of, this Agreement in accordance with

paragraph 3 of schedule D1 (Maintenance Services). Without prejudice to the foregoing,

the SP shall be responsible for:

(a) procuring the DOO CCTV Initial Spares and the DOO CCTV Additional Spares;

(b) making all payments to the supplier of such DOO CCTV Spares;

(c) prior to the delivery to the Designated Delivery Location, the storage, safety,

maintenance and insurance of all DOO CCTV Spares;

(d) ensuring the suitability and quality of the DOO CCTV Spares for undertaking the

Services in accordance with the Train Technical Requirements;

(e) the transit of any DOO CCTV Spares between any supplier and the SP; and

(f) ensuring that the DOO CCTV Spares are kept up to date and compatible in all

respects (including Software) with the DOO CCTV Station Subsystem.

28.8 Special Tools

(a) The SP warrants that the Initial Special Tools will be sufficient to enable it to

perform its obligations under this Agreement and that, in the event that there are

insufficient Initial Special Tools, the SP shall at its own cost procure any necessary

supplementary Special Tools.

(b) RfL shall provide reasonable access for the SP to the Initial Special Tools for the

purposes of the SP carrying out its obligations under this Agreement for the

Services Period subject to the reasonable requirements of RfL and RfL's nominees.

(c) During the Services Period the SP undertakes to RfL that it shall maintain the

Special Tools to enable the SP to comply with its obligations under this Agreement,

including so that the Return Condition in respect of such Special Tools is satisfied at

all times during the Services Period and on expiry or termination of the Concession

for whatever reason.

28.9 DOO CCTV Special Tools

(a) The SP shall design the DOO CCTV Special Tools to meet the requirements set out

in the Train Technical Requirements and warrants that the DOO CCTV Special Tools

are capable of testing and of diagnostic fault finding in respect of the DOO CCTV

Station Subsystem so as to demonstrate compliance with the Train Technical

Requirements.

(b) RfL shall provide reasonable access for the SP to the DOO CCTV Special Tools for

the purposes of the SP carrying out its obligations under this Agreement for the

Services Period subject to the reasonable requirements of RfL and RfL's nominees.

REDACTED VERSION

28.10 Updating and redesign of Equipment

(a) Where the SP makes or is required to make any Modification (including any

Mandatory Modification) to any of the Units pursuant to its obligations under this

Agreement, whether pursuant to a Change in Law, compliance with Applicable Laws

and Standards, as a result of a Change Confirmation Notice or otherwise, the SP

shall ensure that all consequential changes, Modifications and redesigns (including,

without limitation, the updating of Software) are also made to all Spares, Special

Tools and the Simulator to ensure that all items of Equipment are kept up to date

with the Units, and any application of the Change Procedure should take into

account the impact on the different items of Equipment.

(b) The SP shall ensure that the Spares, Special Tools and the Simulator are kept up to

date with the Units (including in respect of Software) at all times during the

Concession Period following Acceptance of the relevant items.

28.11 Simulator

(a) The SP shall provide the Simulator Services to RfL from the date of Equipment

Acceptance of the Simulator until the end of the Concession Period.

(b) The SP shall provide the following in respect of the Simulator:

(i) by the date set out in the Project Programme, the SP shall arrange for the

Simulator to be installed and Accepted at the Simulator Initial Location;

(ii) on reasonable notice by RfL to the SP, the SP shall arrange (at its own cost

and risk) for the relocation and installation of the Simulator from the

Simulator Initial Location to the OOC Depot in accordance with the Project

Programme provided that the Simulator suite at the OOC Depot is complete,

or if the Simulator suite is not complete, at such other location as RfL shall

specify in the Greater London area. The provision of the Simulator Services

and availability of the Simulator for RfL training purposes (as required by

schedule D1 (Maintenance Services) and paragraph 8 of schedule E3

(Performance Regime)) shall not be disrupted during the move to the OOC

Depot (or such other location as requested by RfL) for more than four

Working Days during which the Simulator Adjustment shall not apply; and

(iii) where the SP is delayed in completing the Simulator suite at the OOC Depot

such that it is not ready to accommodate the Simulator in accordance with

the Project Programme, and RfL has exercised its right to nominate an

alternative location in the Greater London area pursuant to clause

28.11(b)(ii), the SP shall, once the Simulator suite at the OOC Depot is

made available, arrange at its own cost and risk for the relocation to and

installation of the Simulator at the OOC Depot. The provision of the

Simulator Services and availability of the Simulator shall not be disrupted as

a result of any such relocation for more than four Working Days during

which time the Simulator Adjustment shall not apply.

29. PROVISION OF SERVICES BY THIRD PARTIES

29.1 Maintenance/Stabling Sites

Without prejudice to clause 5.9 the SP shall not without the prior written consent of RfL:

(a) permit any activities of whatever type (whether as part of the performance of the

Services or ancillary thereto or for any other purposes) to be carried out at the

Maintenance/Stabling Sites by any person other than the SP or its Subcontractors,

REDACTED VERSION

whether or not such other person is managed or overseen by the SP or any of its

Subcontractors; and

(b) undertake or permit to be undertaken any activities of whatever type (other than

the Services) on behalf of (in consideration of any payment from, or as part of the

performance of any contract with) any person other than RfL, at the

Maintenance/Stabling Sites.

29.2 Authorisation of works/services by third parties

(a) RfL shall be entitled itself or to contract with a third party (including the CTOC) to

undertake execution or re-execution of any work or any of the Services:

(i) to avoid or mitigate against a serious and imminent risk that exists to health

or safety of persons or property or to the environment; and/or

(ii) to discharge a statutory duty; and/or

(iii) where a Force Majeure Event prevents the SP from performing any of the

Services in accordance with this Agreement; and/or

(iv) where by reason of an accident, emergency, failure or other event occurring

to or in connection with any of the Services, any remedial or other work

shall in the opinion of RfL be urgently necessary and the SP is unable or

unwilling promptly to respond or within such timescale as RfL shall

determine is required; and/or

(v) to the extent that the SP is in breach of its obligations under this Agreement

to perform the Services (including the Refurbishments) and following a

notice from RfL requiring the SP to take all necessary action to remedy such

breach within such reasonable timescale as the circumstances require, the

SP has failed or refused to take such necessary action within the specified

timeframe; and/or

(vi) in accordance with RfL's rights under clauses 22.2, 26.6 and 26.8 in order

that the third party may remedy the relevant Fault; and/or

(vii) in accordance with RfL's rights under clause 15.2(c)(ii) to remedy any Minor

Outstanding Items; and/or

(viii) to the extent that the SP is in breach of clause 30.10(a), in accordance with

RfL's rights under clause 30.10(d).

(b) Except in the case of emergency where time does not permit, if clause 29.2(a)

applies and RfL wishes to take action, RfL shall notify the SP in writing of the

following:

(i) the action it wishes to take;

(ii) the reason for such action;

(iii) the date it wishes to commence such action;

(iv) the time period it believes will be necessary for such action; and

(v) to the extent practicable, the effect on the SP and its obligation to provide

the Services during the period such action is being taken.

REDACTED VERSION

(c) Following service of such notice, RfL shall take such action as notified under clause

29.2(b) and any consequential additional action as it reasonably believes is

necessary (together, the "Required Action") and the SP shall give all reasonable

assistance to RfL while it is taking such Required Action. RfL shall be entitled to

contract with an appropriately qualified third party (including, where appropriate,

the CTOC) to undertake any Required Action and all references in this clause 29.2

to RfL taking any Required Action shall be construed as including any such third

party contracted by RfL.

(d) If the Required Action is taken in circumstances where the SP is not in breach of its

obligations under the Agreement and the Required Action does not arise out of, or

is not in consequence of, a breach of an obligation of the SP under the Agreement,

then for so long as and to the extent that the Required Action is taken and the SP

does not provide part or all of the Services, provided that the SP provides RfL with

reasonable assistance, RfL shall pay the Service Payments to the SP during the

Required Action Period as if the SP were providing the Services relating to the

Required Action in full but without prejudice to RfL's right to make Adjustments

pursuant to the Performance Regime to the extent that the SP is not providing the

Services.

(e) If the Required Action is taken as a result of a breach of the obligations of the SP

under the Agreement and, where applicable, the SP has failed to take action to

remedy such breach itself following notification by RfL, then provided that the SP

provides RfL with reasonable assistance, RfL shall pay the Service Payments to the

SP during the Required Action Period as if the SP were providing the Services

relating to the Required Action in full, less an amount equal to all RfL's costs

properly incurred in taking the Required Action and without prejudice to RfL's right

to make Adjustments pursuant to the Performance Regime to the extent that the

SP is not providing the Services.

(f) The SP shall, free of charge, allow RfL and/or any third party appointed by RfL in

connection with any Required Action to have access to the Units, the Special Tools,

the OOC Depot and other property used by the SP to perform its obligations under

this Agreement and co-operate with RfL and/or such third party to enable the

Required Action to be carried out.

(g) The SP shall, upon request by RfL, provide RfL in a timely manner with details of all

reasonable and appropriate safety and security arrangements operating at the OOC

Depot or such other location where the Required Action is to be carried out and RfL

shall and shall procure that any third party contractor shall comply with such

arrangements.

(h) RfL shall use reasonable endeavours to ensure that the Required Action is

performed in accordance with Good Industry Practice and the Manuals (where

applicable) and shall use reasonable endeavours to provide to the SP all

information relating to the performance of any Required Action that is required by

the SP in order to carry out its obligations under this Agreement, including but not

limited to its obligations relating to the maintenance and updating of the Technical

Documents and the Service Records, and in its role as design authority of the

Units.

(i) RfL may at any time during the Required Action Period notify the SP that RfL will

cease the Required Action and the date on which the Required Action shall cease.

Following such notification, the Parties shall co-operate in order for the SP to

resume full Services without any degradation in the Services. On the specified

date, the SP shall resume responsibility for all or any part of the Services in

addition to its relevant obligations under this Agreement which were the subject of

the Required Action.

REDACTED VERSION

(j) In the event that the Required Action carried out by RfL and/or a third party

directly causes material damage to the Units, Equipment, any part of the OOC

Depot or other relevant location as a result of negligence by RfL and/or such third

party, then RfL shall be liable to the SP for the reasonable Direct Losses directly

caused by such damage.

(k) RfL shall use its reasonable endeavours to assign to the SP the benefit of any

warranties relating to works carried out by RfL or third party contractors in

connection with the Required Action.

(l) The exercise by RfL of its rights under this clause 29.2 shall not in any way

prejudice or affect any of RfL's other rights or remedies under this Agreement

(including pursuant to clause 45 (Indemnities)) nor shall it relieve the SP from any

of its obligations and liabilities under this Agreement other than to the extent

specified under this clause 29.2.

30. DEPOTS AND STABLING DURING SERVICES PERIOD

30.1 SP managing OOC Depot

(a) Without prejudice to clause 9.3 the SP acknowledges that it has full responsibility

for the management (including security arrangements), operation and maintenance

(including repair and renewal (as necessary)) of the OOC Depot (including the

CTOC Area) for the Concession Period all in accordance with the Depot Technical

Requirements, the Depot Operations Plan, the Depot Asset Management Plan,

appendix 1 (Interim Inspection) to schedule A14 (Return Condition) and the terms

of this Agreement.

(b) Without prejudice to clause 29.2, in the event that the SP fails to carry out

reasonable facilities management of the CTOC Area, RfL shall have the right, at the

SP's cost, to procure the carrying out of necessary services in order to put the

CTOC Area in the reasonable condition that is required by this Agreement.

(c) The SP shall appoint the Depot Operator in accordance with clause 5.9 and shall

ensure that the Depot Operator carries out all the Services under the Agreement

that equate to light maintenance pursuant to the Railways Act. The SP shall

further ensure that, at all times, the Depot Operator is a separate entity from the

SP.

(d) The SP shall at its cost maintain the Woodland Area in accordance with the Depot

Asset Management Plan.

30.2 Depot Safety Management System


to the Target Depot Completion Date for Depot Section A its Depot Safety Management

System in accordance with the requirements of the Depot Specification.

30.3 Depot Operations Plan


to the Target Depot Completion Date for Depot Section A its Depot Operations Plan.

30.4 Regulation and access at OOC Depot

If, at any time during the Concession Period, SoS (or relevant Competent Authority)

revokes or amends the Exemption Order and the OOC Depot becomes a regulated light

maintenance depot for access and/or licensing under the Railways Act:

REDACTED VERSION

(a) the SP shall comply with all the requirements of any Competent Authority and any

Applicable Laws and Standards in terms of its management and operation of the

OOC Depot, and the SP shall ensure that any Depot Operator complies with the

same; and

(b) there shall be an RfL Change (and RfL agrees not to withdraw such RfL Change to

the extent that the terms of this clause 30.4 apply).

30.5 Network Rail at OOC Depot

(a) The SP shall:

(i) make all arrangements and liaise with Network Rail as appropriate

throughout the Concession Period whether pursuant to the Headlease, the

Supplemental Headlease, the Connection Agreement or otherwise;

(ii) at all times comply with the operational and interface requirements of the

Depot Specification; and

(iii) other than as set out in clause 9.3(a) in relation to the Connection

Agreement and clause 11.12, meet all costs of Network Rail involvement at

the OOC Depot throughout the Concession Period as a result of the SP's

activities at the OOC Depot, whether under this clause 30.5 or otherwise.

(b) The SP acknowledges and agrees that save as set out expressly in this Agreement,

the SP shall not be entitled to any relief or compensation as a consequence of any

act, omission, failure or default of Network Rail.

30.6 Connection to Network

The SP shall comply with the Connection Agreement, the Depot Operations Plan and the

Depot Asset Management Plan and maintain and manage the connection with the Network

in accordance with the terms of these documents, including management of the impact of

any Network Rail engineering access statements.

30.7 Responsibility for managing Stabling Sites56

(a) During the Services Period, RfL shall procure that the SP is granted access to the

Stabling Sites or a reasonable alternative site in each case in accordance with

schedule C5 (Maintenance/Stabling Sites) save to the extent that this is not

possible as a result of:

(i) a breach by the SP or by any Subcontractor or by the agents, employees or

suppliers of any of them of the SP's obligations under this Agreement or of

any depot or track access agreement relating to any Stabling Site;

(ii) an SP Fault; or

(iii) any Force Majeure Event.

(b) The Parties have agreed that the SP shall be entitled to stable Units, carry out train

preparation and cleaning in accordance with the Preparation, Presentation and

Hand-Back Procedure and, to the extent the existing facilities and conditions of

access allow, carry out light maintenance at the Stabling Sites.

(c) The SP shall comply in all respects with all requirements and arrangements at the

Stabling Sites including the CTOC's track access agreement with Network Rail

56 Bidders to note that there may be a cost attached to such access which will be notified in due course.

REDACTED VERSION

under which access to such sites is provided in accordance with schedule C5

(Maintenance/Stabling Sites).

(d) Without prejudice to clause 5.9 the SP shall remain fully responsible for the

performance of all the Services to be undertaken by it and/or a Subcontractor at

the Maintenance/Stabling Sites.

(e) The SP shall procure the transportation of its staff and materials to and from and in

and about each Stabling Site.

(f) If and to the extent that the SP requires more stabling capacity than the aggregate

provided in the OOC Depot and the Stabling Sites set out in schedule C5

(Maintenance/Stabling Sites), then the SP shall indemnify the Indemnified Parties

from and against all Losses arising from:

(i) the provision of any further stabling capacity;

(ii) any arrangements relating to such stabling capacity including its

maintenance; and

(iii) any access required to such stabling capacity.

30.8 Ilford Depot

(a) RfL shall procure that the SP is granted access to certain stabling and light

maintenance facilities at the Ilford Depot in accordance with the Project Programme

and schedule C5 (Maintenance/ Stabling Sites) save to the extent that this is not

possible as a result of:

(i) a breach by the SP or by any Subcontractor or by the agents, employees or

suppliers of any of them of the SP's obligations under this Agreement or of

any depot access agreement relating to the Ilford Depot;

(ii) an SP Fault; or

(iii) any Force Majeure Event.

(b) The Parties have agreed that the SP shall be permitted, in accordance with the

access procured by RfL, to use Ilford Depot to maintain and carry out train

preparation and cleaning in accordance with the Preparation, Presentation and

Hand-Back Procedure and the Maintenance Plan and to stable Units in designated

locations to the extent that the existing facilities permit. RfL will not be obliged to

procure additional equipment or facilities at the Ilford Depot for use by the SP.

(c) The SP shall comply in all respects with the requirements and arrangements set out

in schedule C5 (Maintenance/Stabling Sites) including the depot access agreements

with the relevant depot facility owner under which access to the Ilford Depot is

provided.

(d) Without prejudice to clause 5.9 the SP shall remain fully responsible for the

performance of all the Services to be undertaken by it and/or a Subcontractor at

the Ilford Depot.

(e) The SP shall procure the transportation of its staff and materials to and from and in

and about the Ilford Depot. The SP shall procure the movement of Units around

the Ilford Depot in accordance with paragraph 2.13(g) of part 1 of schedule D1

(Maintenance Services).

REDACTED VERSION

(f) Nothing in this clause 30, schedule C5 (Maintenance/Stabling Sites) or this

Agreement shall grant or shall be deemed to grant to the SP or to any

Subcontractor any right of access to any light maintenance depot which would

require or is dependent on the consent of the Regulator under the Railways Act

unless and until any such Regulator consent is granted.57

30.9 Security

Without prejudice to clause 25.6, notwithstanding that the SP is not responsible for

security at the Maintenance/Stabling Sites, the SP shall comply with all security protocols

and instructions which apply at the Maintenance/Stabling Sites from time to time and

shall take all reasonable precautions to ensure that whilst at the Maintenance/Stabling

Sites the Units are secure.

30.10 Interim inspection rights

(a) The SP shall ensure that the OOC Depot, Depot Fixed Assets and Depot Moveable

Assets are maintained in accordance with this Agreement and the principles set out

in appendix 1 (Interim Inspection) to schedule A14 (Return Condition).

(b) At any time after the Depot Completion Date, RfL shall have the right to carry out

interim inspections of the OOC Depot on giving no less than five Working Days'

notice to the SP in accordance with the principles set out in appendix 1 (Interim

Inspection) to schedule A14 (Return Condition).

(c) RfL shall be entitled to carry out a maximum of one inspection a year. For each

inspection, RfL shall comply with applicable health and safety requirements at the

OOC Depot and shall not unreasonably disrupt the safe performance of the

maintenance operations of the SP or its Subcontractors pursuant to this

Agreement.

(d) If RfL notifies the SP that it has failed an interim inspection, RfL shall:

(i) require that the SP produce and implement a remedial plan in accordance

with 30.10(e); and/or

(ii) exercise its rights under clause 29.2.

(e) Within ten Working Days of RfL's notification under clause 30.10(d)(i), the SP shall

produce a remedial plan acceptable to RfL (such acceptance not to be unreasonably

withheld or delayed) setting out the steps that the SP will take to remedy the

failure to comply with clause 30.10(a). RfL will be deemed to have accepted any

such remedial plan if it has not responded to the SP in relation to that remedial

plan within ten Working Days of receiving it.

(f) If:

(i) the SP fails to produce a remedial plan within ten Working Days of RfL's

notification under clause 30.10(d)(i); or

(ii) the Parties fail to agree such remedial plan within ten Working Days of

receipt by RfL of the remedial plan from the SP; or

(iii) the SP fails to comply with the agreed remedial plan,

then RfL may exercise its rights under clause 29.2.

57 Certain of the access arrangements to be procured by RfL at Ilford Depot and the Maintenance/Stabling Sites in

clauses 30.7 and 30.8 will require Regulator approval which RfL expects to obtain before the Commencement Date.

REDACTED VERSION

31. SERVICES PERIOD DOCUMENTATION

31.1 Service Records

(a) During the Services Period:

(i) The SP shall keep and maintain clear, complete and accurate electronic

records and documentation of all Services performed on the Units, Vehicles,

Parts, the Simulator, Spares and Special Tools at the OOC Depot and each

Maintenance/Stabling Site and shall provide RfL with access at all times to

such electronic records. These records, the Unit Log Books and the

Configuration Database shall form the "Service Records" for the purposes

of this Agreement.

(ii) The Service Records shall be completed and maintained in a manner which

allows RfL to satisfy itself that the Services have been and are being carried

out in accordance with this Agreement and the Maintenance Technical

Requirements.

(iii) The Service Records shall detail:

(A) the performance of the Parts of the Units which are the subject of

maintenance and repairs in a manner which allows RfL to understand

thoroughly the repair cycle, rate of deterioration and/or failure of

such components;

(B) the usage of each type of Part; and

(C) any outstanding work which is required in respect of any Unit, Vehicle

or Spare and is still to be performed on any Unit, Vehicle or Spare.

(iv) The SP shall maintain all Service Records in English in accordance with all

Applicable Laws and Standards and Relevant Approvals and otherwise in

form and substance satisfactory to RfL. The SP shall update the Service

Records on a daily basis. The SP shall submit the format proposed for the

Service Records to RfL for approval at least nine months before maintenance

of the Units is scheduled to commence. The SP acknowledges and agrees

that RfL may pass to the CTOC details of the format of Service Records in

connection with the CTOC's Safety Certificate.

(v) Both RfL and the CTOC will have access to the Service Records on any

system on which the SP or Train Maintainer chooses to maintain such

Service Records and the SP shall make available access to all relevant

software and systems to enable the CTOC and RfL to do this and any related

IPR shall be covered by the licence granted in clause 57 (Intellectual

Property Rights).

(vi) The SP shall keep back-up copies of all Service Records in a secure location

which is separate from the OOC Depot and the Maintenance/Stabling Sites.

(b) The SP shall retain all Service Records and Manuals at all times during the Services

Period and shall not dispose of any Service Records or Manuals during the Services

Period without the prior written consent of RfL.

(c) The Service Records and Manuals shall be the property of RfL and title to them

shall vest in RfL:

(i) in the case of the Manuals, on their delivery to RfL pursuant to clause 21

(Delivery and Acceptance of Units and Equipment);

REDACTED VERSION

(ii) in the case of the Unit Log Books, on their delivery to RfL pursuant to clause

21 (Delivery and Acceptance of Units and Equipment); and

(iii) in the case of the Service Records (other than the Unit Log Books), on their

creation.

(d) Without prejudice to the rest of this Agreement, this clause 31 shall not operate to

transfer, assign or license any IPR in the Manuals, Unit Log Books or the Service

Records.

31.2 Responsibilities for Technical Documents

(a) The SP shall maintain and update the Technical Documents and the Software

throughout the Concession Period:

(i) as and when required by Applicable Laws and Standards;

(ii) following any Change or exercise of any Option;

(iii) in the case of the Units or Equipment, following any Modification or

Mandatory Modification,

and otherwise on a timely basis at frequent and regular intervals so that they are

always in the Return Condition and consistent with, and reflect, the up-to-date

position of and procedures relating to the Units, the Equipment, the OOC Depot

and the Services.

(b) Without prejudice to any other provision of this clause 31, the SP shall be fully

responsible for and bear the cost and risk of:

(i) any mistake, inaccuracy, discrepancy or omission in the Technical

Documents whether or not the same shall have been approved by RfL, as

applicable, and the SP shall correct the same without delay;

(ii) any failure by the SP properly to prepare any of the Technical Documents or

submit them to RfL, as applicable, in a timely manner; and

(iii) any failure by the SP to draw to the attention of RfL, as applicable, any

mistake, discrepancy or omission in any documents, drawings or other

written information produced by the SP or provided by RfL under this

Agreement in connection with the SP's obligations of which the SP becomes

aware.

31.3 Accident investigation documentation

The SP shall, promptly on request, make available to a Competent Authority with a copy

to RfL any specifications, drawings, programmes of work, computer standards, listings,

programs, software, data, test scripts, test procedures, test plans and strategies, test

certificates, quality plans and procedures, quality programmes, quality certification,

operating manuals, maintenance manuals, information and know-how, whether on paper

or in magnetic or electronic format or in any other form which is prepared by or on behalf

of the SP in accordance with this Agreement, or as a result of performing the Services,

and which is required in accordance with a request from a Competent Authority, provided

that RfL acknowledges, agrees and undertakes that where, but for this clause 31.3, it

would not otherwise be entitled to receive this information (the "Restricted

Information"):

(a) it will treat that Restricted Information as confidential and will only be entitled to

use it in connection with the accident investigation (the "Purpose") (including

REDACTED VERSION

without limitation any internal investigation into matters of safety which arises

from the accident or accident investigation) and for no other purpose whatsoever;

(b) access to the Restricted Information shall be restricted to those employees of RfL

who need to see such information in connection with the Purpose only and further

agree not to disclose Restricted Information to any third party, save where

required to do so by Applicable Laws and Standards;

(c) it will make no additional copies of the Restricted Information and will return the

Restricted Information to the SP as soon as reasonably practicable following

conclusion of the Purpose; and

(d) without prejudice to the foregoing, the Restricted Information may be commercially

sensitive for the purposes of the FOI Legislation and it will take due account of the

SP's reasonable representations in advance of making any disclosure of the

Restricted Information under the FOI Legislation.

REDACTED VERSION

PART VI – CHANGE, CHANGE IN LAW, RELIEF EVENTS, COMPENSATION EVENTS AND

FORCE MAJEURE

32. RFL CHANGES

The provisions of part 1 of schedule A8 (Change Procedure) shall apply in respect of RfL

Changes including a Major Depot Change, an Option Unit Change and a GW Services

Change.

33. SP CHANGES

The provisions of part 2 of schedule A8 (Change Procedure) shall apply in respect of SP

Changes.

34. TSSSA CHANGE

The provisions of part 3 of schedule A8 (Change Procedure) shall apply in respect of

TSSSA Changes.

35. RELIEF EVENTS

35.1 Occurrence of a Relief Event

If and to the extent that a Relief Event:

(a) is a direct cause of a delay in the Works; and/or

(b) adversely affects the ability of the SP to perform any of its obligations under this

Agreement,

then (subject to clause 5.10(d)), the SP is entitled to apply for relief from any right of RfL

to terminate under clause 47 (SP Default):

(i) including relief from termination as a result of breaching the relevant Unit

Longstop Date or Depot Longstop Date, but irrespective of such relief the SP

shall remain responsible for the payment of liquidated damages pursuant to

clauses 21.6(e), 21.9(f), 21.9(g), 21.10 and/or 22.3; and

(ii) excluding the right to terminate pursuant to clause 47.1(k).

35.2 Obtaining relief

(a) To obtain relief the SP shall:

(i) as soon as practicable, and in any event within 20 Working Days after it

becomes aware that the Relief Event has caused or is likely to cause delay

and/or adversely affect the ability of the SP to perform its other obligations,

give to RfL a notice of its claim for relief from its obligations under this

Agreement including full details of the nature of the Relief Event, the date of

its occurrence and its likely duration;

(ii) within five Working Days of receipt by RfL of the notice referred to in clause

35.2(a)(i) above, give full details of the relief claimed; and

(iii) demonstrate to the reasonable satisfaction of RfL that:

(A) the SP could not reasonably have foreseen the occurrence or

consequence of the relevant Relief Event and could not have avoided

REDACTED VERSION

such occurrence or consequences by steps which it might reasonably

be expected to have taken, without incurring material expenditure;

(B) the Relief Event directly caused the need for relief;

(C) the relief from the obligations under this Agreement claimed could

not reasonably be expected to be mitigated or recovered by the SP

acting in accordance with Good Industry Practice, without incurring

material expenditure; and

(D) the SP is using reasonable endeavours to perform its obligations


(b) If the SP has complied with its obligations in clause 35.2(a) above, then RfL shall

not be entitled to exercise its right to terminate this Agreement under clause 47

(SP Default) (other than in relation to clause 47.1(k) as a result of and to the

extent of any failure by or default of the SP arising from such Relief Event.

(c) Nothing in this clause 35.2 shall affect any entitlement of RfL to make any

Adjustments to the Service Payment in accordance with this Agreement during the

period in which the Relief Event is subsisting save that any such Adjustments made

during that period shall not accrue towards termination under clause 47.1(h).

(d) Nothing in this clause 35.2 shall affect any entitlement of RfL to levy liquidated

damages in accordance with clause 21.6(e), 21.9(f), 21.9(g), 21.10 and/or 22.3

during the period in which the Relief Event is subsisting.

35.3 Obligation to mitigate

The SP shall use all reasonable endeavours to mitigate the consequence of any Relief

Event and the SP shall not be entitled to any relief under this clause if and to the extent

that the consequences of the Relief Event have arisen as a result of a failure by the SP to

mitigate such consequences.

35.4 Delay in notification

If the information required under clause 35.2 is provided after the specified dates then the

SP shall not be entitled to any relief to the extent that the requirement for relief is

increased as a result of the delay in providing such information.

35.5 Additional information

The SP shall notify RfL if at any time it receives or becomes aware of any further

information relating to the Relief Event, giving details of that information to the extent

that such information is new or renders information previously submitted materially

inaccurate or misleading.

35.6 Disputes

If the Parties cannot agree the extent of the relief required or RfL disagrees that a Relief

Event has occurred the Parties shall resolve the matter in accordance with the Dispute

Resolution Procedure.

36. COMPENSATION EVENTS

36.1 Occurrence of a Compensation Event

Subject to clause 5.10(d), if the occurrence of a Compensation Event:

REDACTED VERSION

(a) is a direct cause of a delay in the Works; and/or

(b) prevents the SP from complying with, or has an adverse effect on the ability of the

SP to perform any of its obligations under, this Agreement; and/or

(c) results in the SP incurring any additional costs,

then the SP is entitled to apply for relief from its obligations and to claim Direct Losses


36.2 Claim for relief and/or compensation

To obtain relief and/or claim its Direct Losses, the SP shall comply with the provisions of

part 4 of schedule A8 (Change Procedure).

36.3 Sole remedy

Any compensation or relief agreed or determined under this clause 36 or part 4 of

schedule A8 (Change Procedure) shall be the SP's sole remedy in respect of the relevant

Compensation Event.

37. CHANGE IN LAW

37.1 Change in Law during Concession Period

If a Change in Law occurs during the Concession Period, the SP shall comply with the

Change in Law such compliance to be at its own expense except where this Agreement

expressly provides for RfL to bear some or all of the costs of complying with the Change in

Law.

37.2 Consequences of a Qualifying Change in Law

The SP shall only be entitled to compensation and/or to an extension of time for a Change

in Law to the extent it is a Qualifying Change in Law and to the extent that it has complied

with the provisions of part 4 of schedule A8 (Change Procedure) which, subject to clause

37.3, shall apply in respect of any compensation and/or extension of time for the SP

arising from a Qualifying Change in Law.

37.3 General Change in Law as a Compensation Event

For the purposes of part 4 of schedule A8 (Change Procedure) where a General Change in

Law arises which is a Qualifying Change in Law:

(a) the SP shall only be entitled to claim compensation in respect of Capital

Expenditure arising from a General Change in Law to the extent that the SP is not

to bear responsibility for Capital Expenditure in accordance with clause 37.4; and

(b) the SP shall be entitled to claim compensation in respect of increased maintenance

and/or operational costs (which do not constitute Capital Expenditure) to the

extent that any such increase arises directly, wholly and exclusively from such

Qualifying Change in Law (on the basis set out in part 4 of schedule A8).

37.4 General Change in Law

Where the SP incurs Capital Expenditure as a result of a General Change in Law which is a

Qualifying Change in Law:

(a) in the case of the Units and Equipment, prior to the date which is two years after

the Commencement Date and, in the case of the OOC Depot, prior to the Operating

REDACTED VERSION

Date, all increased Capital Expenditure required in relation to the Works shall be

borne by the SP; and

(b) in the case of the Units and Equipment, on and from the date which is two years

after the Commencement Date and, in the case of the OOC Depot, on and from the

Operating Date, any increased Capital Expenditure shall accrue and shall be borne

by RfL and the SP on the basis set out in the table below:

Cumulative Capital Expenditure("CCE") incurred by the SP as a result of General Change in Law

SP Share

(%)

RfL Share

(%)

CCE ≤ £ 100 0

£ < CCE ≤ £ 20 80

CCE > £ 0 100

37.5 Requirement for SP Change

Where a Change in Law which is not a Qualifying Change in Law will require a Change, the

SP shall request an SP Change in accordance with clause 33 (SP Changes) and part 2 of

schedule A8 (Change Procedure).

37.6 Payment of Irrecoverable VAT

RfL shall pay to the SP from time to time as the same is incurred by the SP sums equal to

any Irrecoverable VAT but only to the extent that it arises as a result of a Change in Law.

Any such payment shall be made within 28 days of the delivery by the SP to RfL of written

details of the amount involved accompanied by details as to the grounds for and

computation of the amount claimed. For the purposes of this clause 37.6 "Irrecoverable

VAT" means input VAT incurred by the SP on any supply which is made to it which is used

or to be used exclusively in performing the Works or the Services or any of the obligations

or provisions under the Agreement (together with input VAT incurred as part of its

overhead in relation to such activities) to the extent that the SP is not entitled to

repayment or credit from HM Revenue & Customs in respect of such input VAT.

37.7 Mitigation

Without prejudice to paragraph 1.4 of part 4 of schedule 8 (Change Procedure), the SP

shall:

(a) assist RfL or its nominee in making any proposal to change, abolish or derogate

from any Applicable Laws and Standards and shall suggest the making of any

proposal for such change, abolition or derogation where to do so would assist the

provider of the Works and/or Services; and

(b) in the event of any proposed Change in Law explore with any relevant Competent

Authority steps to mitigate the effects of such Change in Law.

REDACTED VERSION

38. FORCE MAJEURE

38.1 Relief from obligations

(a) Neither Party shall be entitled to bring a claim for a breach of obligations (other

than a payment obligation) under this Agreement by the other Party or incur any

liability to the other Party for any losses or damages incurred by that other Party to

the extent that a Force Majeure Event occurs and it is prevented from carrying out

its obligations by that Force Majeure Event or its consequences.

(b) Nothing in clause 38.1(a) above shall affect any entitlement of RfL to make any

Adjustments to the Service Payment in accordance with the terms of the

Agreement in the period during which the Force Majeure Event is subsisting.

38.2 Notification of Force Majeure

(a) If either Party becomes aware of a Force Majeure Event which has affected or is

likely to affect its ability to perform its obligations under this Agreement, it shall

serve notice in writing upon the other Party:

(i) specifying the Force Majeure Event;

(ii) detailing why the Force Majeure Event will prevent it performing its

obligations; and

(iii) setting out its proposals to mitigate the consequences of the Force Majeure

Event.

(b) As soon as practicable and no later than three Working Days following such

notification the Parties shall consult with each other in good faith and use all

reasonable endeavours to agree appropriate terms to mitigate the consequences of

any Force Majeure Event and to facilitate the continued performance of the

Agreement.

(c) The SP shall provide periodic written updates (on at least a weekly basis or such

other period as the Parties may agree acting reasonably) of the effects of a Force

Majeure Event and its ability to recommence performance of its obligations in full


38.3 Termination for Force Majeure

If no such terms as are referred to in clause 38.2(b) are agreed on or before the date

falling 120 days after the date of commencement of the Force Majeure Event and such

Force Majeure Event (or its consequences) is continuing or its consequences remain such

that the affected Party is unable to comply with its material obligations under this

Agreement for a period of more than 180 days (such periods to run concurrently), then so

long as such Force Majeure Event (or its consequences) is continuing or at any time within

five Working Days of the relevant Force Majeure Event (or its consequences) ceasing

either Party may give notice to terminate this Agreement to the other Party and the

provisions of clause 50 (Force Majeure Termination/Ineffectiveness) shall apply.

38.4 Mitigation of Force Majeure

The Parties shall at all times following the occurrence of a Force Majeure Event use all

reasonable endeavours to prevent and mitigate the effects of any delay and the SP shall

at all times during which a Force Majeure Event is subsisting take all steps in accordance

with Good Industry Practice to overcome or minimise the consequences of the Force

Majeure Event.

REDACTED VERSION

38.5 Cessation of Force Majeure

The affected Party shall notify the other Party as soon as practicable after the Force

Majeure Event ceases or no longer causes the affected Party to be unable to comply with

its obligations under this Agreement. Following such notification this Agreement shall

continue to be performed on the terms existing immediately prior to the occurrence of the

Force Majeure Event.

REDACTED VERSION

PART VII – FINANCIAL PROVISIONS

39. PAYMENTS

39.1 Service Payments

(a) Accrual of Service Payments

(i) With effect from the Operating Date, the Service Payments shall accrue and

be calculated in accordance with the provisions of schedule E2 (Payment

Mechanism).

(ii) RfL shall pay each Railway Period Service Payment to the SP in accordance

with schedule E2 (Payment Mechanism) and this clause 39.

(b) Service Payment Report

The due date for the payments set out below to be made by RfL to the SP or by the

SP to RfL shall be on the day of the start of each Railway Period. Within five days

following the start of each Railway Period, RfL shall deliver to the SP a report (the

"Service Payment Report") setting out:

(i) the Base Period Charge due in respect of the Reference Railway Period

calculated in accordance with schedule E2 (Payment Mechanism);

(ii) the Performance Regime Adjustment (including each of its individual

elements set out in paragraph 2.2(a) of schedule E2 (Payment Mechanism)

and which shall reflect the information in the SP Performance Monitoring

Report issued by the SP to RfL pursuant to paragraph 11.12 of schedule E3

(Performance Regime)); the Costs Payable by RfL Adjustment for Additional

Services; the Marginal Unit Payment Adjustment; the Depot Power

Consumption Adjustment; any FAD and FLAD; any Mileage Adjustments;

and any Annual Mileage Reconciliation, in each case relating to the

immediately preceding Railway Period and in each case calculated in

accordance with schedule E2 (Payment Mechanism);

(iii) adjustments to reflect any amounts that were previously in dispute but

which were settled during the immediately preceding Railway Period (and

any previous overpayments and/or underpayments, if any, (each

adjustment stated separately) relating to any Railway Period prior to the

Reference Railway Period agreed in the immediately preceding Railway

Period);

(iv) any amount RfL will require to withhold in accordance with clauses 46

(Insurance), 56.2, 64.6(a) or any other provision of this Agreement;

(v) any VAT payable in respect of the above amounts; and

(vi) the net amount owing by RfL to the SP or by the SP to RfL calculated by RfL

and reflected in the Service Payment Report.

(c) Response to Service Payment Report

(i) Within five days of receipt of the Service Payment Report the SP shall give

notice to RfL (the "SP Report Response") indicating whether it agrees

with the amounts set out in the Service Payment Report relating to the Base

Period Charge, the Performance Regime Adjustment, the Annual Mileage

Reconciliation, the Costs Payable by RfL Adjustment for Additional Services,

REDACTED VERSION

the Depot Power Consumption Adjustment, any FAD and FLAD, any Mileage

Adjustments and any Annual Mileage Reconciliation.

(ii) The SP shall indicate in the SP Report Response any disputed amount and/or

further adjustment or amount which in its opinion is payable in respect of

the Base Period Charge, Performance Regime Adjustment, Costs Payable by

RfL Adjustment for Additional Services, Depot Power Consumption

Adjustment, any FAD and FLAD, any Mileage Adjustments and any Annual

Mileage Reconciliation, as set out in the Service Payment Report (the

"Disputed Amount") together with an explanation of why any such

amount is disputed or why such further adjustment or payment should be

made.

(iii) The SP shall indicate in the SP Report Response the undisputed Base Period

Charge, Performance Regime Adjustment, Annual Mileage Reconciliation,

Costs Payable by RfL Adjustment for Additional Services, Marginal Unit

Payment Adjustment, Depot Power Consumption Adjustment, any FAD and

FLAD, any Mileage Adjustments and any Annual Mileage Reconciliation (the

"Undisputed Amount").

(iv) If RfL fails to submit a Service Payment Report within 5 days from the due

date, then the SP may submit to RfL a notice that specifies: (A) the sum

that the SP considers to be or to have been due at the payment due date in

respect of the payment; and (B) the basis on which that sum is calculated.

(d) Invoice and payment

(i) (If the Undisputed Amount is a net amount owing by RfL to the SP), the SP

shall issue a valid invoice from the SP to RfL in respect of the Undisputed

Amount with the issue of the SP Report Response. If the Undisputed

Amount is a net amount owing by the SP to RfL, RfL shall issue an invoice to

the SP in respect of such Undisputed Amount on receipt of the SP Report

Response from the SP. Payment shall be made by the SP or RfL (as

applicable) within ten Working Days of receipt of the relevant invoice or the

last Working Day of the Railway Period in which the invoice is issued, if later

(and such date shall be known as the final date for payment).

(ii) Any Disputed Amounts shall be referred to the Performance Review Meeting

pursuant to part 4 of schedule A3 (Contract Management) and paragraph 11

of schedule E3 (Performance Regime) in the first instance and then to the

Dispute Resolution Procedure and shall be included in the Service Payment

Report following settlement of the relevant Dispute as contemplated by

clause 39.1(b)(iii).

(iii) In the event of any disputed invoice, the undisputed part of such invoice

shall be paid in accordance with clause 39.1(d)(i).

(iv) The obligation of RfL to pay invoices is subject to RfL's right to make

retentions and withhold payments in accordance with clause 46 (Insurance),

clause 56.2, and RfL's right of set off in clause 64.6(a).

(v) Not later than two days before the final date for payment RfL may give a

notice to the SP which shall specify any amount proposed to be withheld or

deducted from the amount due, the ground or grounds for such withholding

or deduction and the amount of withholding or deduction attributable to

each ground.

REDACTED VERSION

(e) First and last payments

(i) The first Service Payment due will relate to the Railway Period immediately

following the Railway Period in which the Operating Date ("Second Railway

Period") falls and will include that portion of the Base Period Charge for

each day in that Second Railway Period as calculated in accordance with

schedule E2 (Payment Mechanism) (as contemplated by clause 39.1(b)(i))

and which is not disputed by the SP pursuant to clause 39.1(c) together with

the RUA relating to the Units that were Accepted during the Railway Period

immediately preceding the Second Railway Period (pursuant to paragraph

3.1 of schedule E2 (Payment Mechanism)).

(ii) In the Railway Period in which the first to occur of the Termination Date and

the Expiry Date falls (the "Last Railway Period") the Base Period Charge

relating to that Railway Period will be payable each day in that Railway

Period that falls before (and excluding) the Termination Date or Expiry Date,

as the case may be, together with the Undisputed Amount of the

adjustments and amounts referred to in clause 39.1(c)(iii) after the

immediately preceding Railway Period.

(iii) Payment of the amounts referred to in clause 39.1(b)(ii) relating to the Last

Railway Period and clause 39.1(b)(iii) relating to the Last Railway Period or

any preceding Railway Period, shall be paid in the Railway Period following

the Last Railway Period.

39.2 Milestone Payments

RfL and the SP shall comply with part 2 of schedule E11 (Milestones and Security).

39.3 Payments

(a) Method of payment

(i) Milestone Payments, Service Payments and all other payments required to

be made under this Agreement will be made for value prior to the final date

for payment in cleared funds to such account at a bank in the United

Kingdom as the payee shall have notified to the payer by not less than three

Working Days' notice, free and clear of any deduction, withholding, set-off

or counterclaim whatsoever, except to the extent any deduction is required

by any Applicable Laws and Standards, or is in accordance with the express

provisions of this Agreement.

(ii) If the final due date for any payment falls on a day which is not a Working

Day, payment shall be made on the next Working Day thereafter.

(b) VAT

(i) All amounts due under this Agreement are exclusive of VAT.

(ii) If any supply made or referred to in this Agreement is or becomes

chargeable to VAT then the person receiving the supply (the "Recipient")

shall in addition pay the person making the supply (the "Supplier") the

amount of that VAT against receipt by the Recipient from the Supplier of a

proper VAT invoice in respect of that supply.

(iii) Where under this Agreement any amount is calculated by reference to any

sum which has or may be incurred by any person on costs related to this

Agreement, the amount shall include any VAT in respect of that amount only

to the extent that such VAT is not recoverable as input tax by that person

REDACTED VERSION

(or a member of the same VAT group), whether by set-off or repayment and

where the Parties so agree in accordance with this Agreement.

(iv) The SP shall provide RfL with any information reasonably requested by RfL

in relation to the amount of VAT chargeable in accordance with this

Agreement and payable by RfL to the SP (and vice versa).

(c) Default Interest

If any Party fails to pay any amount payable under this Agreement on or before the

final date for payment, interest will accrue (both before and after judgment) on

such unpaid amount from day to day (compounding on a monthly basis) during the

period commencing on the final date for payment and ending on the date of

payment in full, at the Default Rate. All such interest will be calculated on the basis

of the actual number of days elapsed and a 365-day year and will be payable on

demand of the non-defaulting Party.

(d) Payments free and clear

(i) If any Party is required by law to make any deduction or withholding from

any payment hereunder (such Party referred to herein as the "Payer"), it

shall do so and the sum due from the Payer in respect of such payment shall

be increased to the extent necessary to ensure that, after the making of

such deduction or withholding, the Party to whom such payment is due

(such Party referred to herein as the "Payee") receives and retains (free of

any liability in respect of any such deduction or withholding) a net sum

equal to the sum it would have received and retained had no deduction or

withholding been required to be made.

(ii) If following the making of any deduction or withholding in respect of sums

payable hereunder and the payment by the Payer of any increased amount

in accordance with the provisions of clause 39.3(d)(i), the Payee receives or

is granted a credit against, remission for or repayment of any Tax payable

by it, which credit, remission or repayment the Payee is able to realise,

utilise and retain and is referable to that increased amount so paid by the

Payer, the Payee shall, to the extent that it is satisfied that it can do so

without prejudice to the retention of such credit, remission or repayment,

reimburse the Payer with such amount as the Payee shall certify to be the

proportion of such credit, remission or repayment as will leave the Payee

(after such reimbursement and taking into account the time any Taxation

was payable and any such credit, remission or repayment was received by

the Payee) in no worse or no better position (after Taxation) than it would

have been in had there been no such deduction or withholding from the said

sums payable by the Payer hereunder. Such reimbursement shall be made

as soon as possible upon such credit or remission or repayment having, in

the reasonable opinion of the Payee, been received or granted.

(iii) Save as expressly provided otherwise in this Agreement, the Service

Payments payable by RfL, are inclusive of all costs, expenses and

disbursements incurred by the SP in connection with this Agreement.

(iv) The Service Payments are denominated in, and shall (together with all other

payments payable by any Party under this Agreement) be made in, Sterling.

(e) Land Remediation Relief

The SP will provide RfL with all information required in order for RfL to claim Land

Remediation Relief in relation to the Project.

REDACTED VERSION

40. RFL REFINANCING

40.1 RfL shall be entitled to assign (whether absolutely or by way of security and whether in

whole or in part), transfer, novate, mortgage, charge or otherwise dispose of any or all of

its rights and/or obligations under this Agreement (including its payment obligations):

(a) without the consent of the SP:

(i) to any member of the TfL Group or the SoS;

(ii) to a third party provided that such third party is a Suitable Lessor; or

(iii) to a third party which is neither a Suitable Lessor nor a Competitor where

the manner of the assignment, novation, mortgage, charge or other disposal

of the rights and/or obligations under this Agreement is such that where the

assignee, novatee or other beneficiary of the transferred rights and/or

obligations does not fully perform the transferred obligations then the

responsibility for the discharge of such unperformed obligations shall revert

to RfL; and

(b) subject to the consent of the SP (such consent not to be unreasonably withheld) to

a third party.

40.2 If RfL exercises its rights under this clause 40 then the SP shall co-operate with RfL

including by entering into any other documents reasonably requested by RfL in relation to

the exercise of such rights.

41. TSA PERFORMANCE BOND

RfL and the SP shall comply with part 4 of schedule E11 (Milestones and Security).

42. FINANCIAL ADJUSTMENTS

42.1 General

Whenever a Relevant Event occurs, the financial consequence shall (save where otherwise

provided in this Agreement or where the Parties mutually agree otherwise) be determined

in accordance with this clause 42.

42.2 Updating the base case

Where for the purposes of this clause 42 the Base Case Maintenance Model is to be

adjusted by reference to a Relevant Event, this shall be carried out by the SP, in

consultation with RfL, on the version of the Base Case Maintenance Model applicable

immediately prior to the relevant adjustment and to reflect the impact of the Relevant

Event in respect of which such adjustment is being undertaken. In calculating the Change

in Costs and in assessing other adjustments to be made to the Base Case Maintenance

Model arising from the Relevant Event, the SP shall be entitled to take into account, inter

alia:

(a) reasonable economic assumptions prevailing at the time in respect of that Relevant

Event only; and

(b) changes in the prospective technical performance of the Project arising as a result

of the Relevant Event,

provided that RfL shall not be required (and the SP shall not be entitled) to take into

account the financial impact up to the date of the Relevant Event of those risks which the

SP bears under the terms of this Agreement.

REDACTED VERSION

42.3 Where, pursuant to this Agreement, either Party is entitled to payment of any sum the

assessment of which properly requires reference to the Base Case Maintenance Model, the

adjustment to the Service Payment due shall be that required to ensure that, by reference

to the Base Case Maintenance Model adjusted under this clause 42, the SP is left in a no

better and no worse position than under the version of the Base Case Maintenance Model

applicable immediately prior to the relevant adjustment, and shall be ascertained by

determining the adjustment to the Service Payment required to maintain the margin of

the SP which it would have received under the version of the Base Case Maintenance

Model applicable immediately prior to the relevant adjustment.

42.4 No better and no worse

(a) Any reference in this Agreement to "no better and no worse" or to leaving the SP in

a "no better and no worse position" shall be construed by reference to the SP's:

(i) rights, duties and liabilities under or arising pursuant to performance of this

Agreement, the TSA Subcontract and the Depot Building Contract; and

(ii) ability to perform its obligations and exercise its rights under this

Agreement, the TSA Subcontract and the Depot Building Contract,

so as to ensure that:

(A) the SP is left in a position which is no better and no worse in relation

to its margin by reference to the version of the Base Case

Maintenance Model applicable immediately prior to the Relevant

Event than had the Relevant Event not occurred; and

(B) the ability of the SP to comply with this Agreement is not adversely

affected or improved as a consequence of the Relevant Event.

42.5 Replacement of Base Case Maintenance Model

Any Base Case Maintenance Model produced following adjustments in accordance with this

clause 42 shall, when it is approved by RfL (such approval not to be unreasonably

withheld), become the Base Case Maintenance Model for the purposes of this Agreement

until any further amendment in accordance with this Agreement.

42.6 Disclosure of Base Case Maintenance Model

Following any change to the Base Case Maintenance Model under the provisions of this

clause 42, the SP shall promptly deliver a copy of the revised Base Case Maintenance

Model to RfL in the same form as is established at the date of this Agreement or in such

other form as may be agreed between the Parties.

43. ASSIGNMENT AND SECURITY

43.1 Prohibition against assignment and creation of security by the SP

The SP shall not:

(a) assign any of the Project Documents or any right or obligation arising under or

pursuant thereto or any benefit or interest therein or create or permit to subsist

any Security Interest over any of the Project Documents or any right or obligation

arising under or pursuant thereto or any benefit or interest therein; or

(b) create or permit to subsist any Security Interest on the Units, the Equipment, the

Site Areas, the Site or the OOC Depot or any part thereof or over any of the Works

REDACTED VERSION

or any plant, materials and equipment used therein or used in connection

therewith.

44. CHANGE OF CONTROL58

44.1 Change of Control of RfL and TfL Guarantee Transfer

(a) For the purposes of this clause 44.1, a "Change of Control of RfL" means RfL

(which, for the purposes of this clause 44 includes reference to any other person in

whom all or any of the rights and obligations in the Project Documents expressed

to be rights and obligations of RfL are vested for the time being) ceasing to be

owned and controlled directly or indirectly by or on behalf of one or more of the

following:

(i) a Minister of the Crown; or

(ii) the Mayor or the Greater London Authority or any statutory successor

thereto; or

(iii) TfL or any statutory successor thereto; or

(iv) any public or statutory corporation or limited liability company which is

owned and controlled directly or indirectly by any of the persons referred to

in clause 44.1(a)(i) or (ii).

(b) For the purposes of this clause 44.1, the expression "owned and controlled"

shall mean possessing:

(i) in relation to a body corporate having a share capital, 90 per cent. or more

of the issued equity share capital of that body having voting power

exercisable at general meetings of that body; and

(ii) in relation to any other body (whether or not corporate), the power to

appoint or remove all or substantially all of the members of the Board of

that body and the term "Board" shall mean the persons who have the

management and control of the relevant entity and similar powers and

responsibilities to those of directors of a body corporate.

(c) For the purposes of this clause 44.1, a "TfL Guarantee Transfer" means an

event whereby the obligations pursuant to the TfL Guarantee cease to be legal,

valid and enforceable obligations of:

(i) a Minister of the Crown; or

(ii) TfL as constituted as at the Commencement Date.

(d) For the purposes of this clause 44.1, a "statutory successor" means, in relation

to a person, the person in whom the statutory functions of such first mentioned

person relating to the development, operation and funding of road and rail

transport in Greater London are vested from time to time.

(e) For the purposes of this clause 44.1, the phrase "as constituted as at the

Commencement Date" means, in relation to a person, that that person, or any

statutory successor to that person:

58 RfL reserves the right to amend the change of control provisions and include restrictions on the change of control of

the SP depending on the corporate structure proposed by the Bidder.

REDACTED VERSION

(i) is a person of the nature referred to in any of clauses 44.1(a)(i) to (iv) but

is not either:

(A) a limited liability company; or

(B) any other body (whether or not corporate) which is owned and

controlled by a person or persons that is/are not a Public Sector

Body/Public Sector Bodies; and

(ii) has vested in it statutory functions relating to the development, operation

and funding of road and rail transport within Greater London; and

(iii) is funded either:

(A) through a comparable financial regime to that applicable to TfL as at

the Commencement Date; or

(B) through a different financial regime to that applicable to TfL as at the

Commencement Date provided always that such person has at all

times a credit rating of AA- or better or Aa3 or better.

(f) For the purposes of this clause 44.1, "credit rating" means a long-term credit

rating from Standard & Poor's Ratings Services or Moody's Investors Service, or, if

either agency no longer offers such rating, from a rating agency of equivalent

standing and "Qualifying Financial Institution" means an OECD Zone A bank or

other financial institution which has a Standard & Poor's Ratings Services long-term

credit rating of AA- or better or a Moody's Investors Service long-term credit rating

of Aa3 or better or, if appropriate, an equivalent credit rating with an alternative

rating agency as aforesaid.

(g) For the purposes of this clause 44.1, the "Relevant Date" means the date on

which a Change of Control of RfL or a TfL Guarantee Transfer takes place.

(h) RfL shall procure with effect from at least 42 days prior to a Change of Control of

RfL or a TfL Guarantee Transfer (each a "Transfer Event") that RfL's payment

obligations under clause 52 (Payments for Termination) are supported by either:

(i) a letter or letters of credit from a Qualifying Financial Institution or

Institutions on terms (including terms as to amount and drawings on such

letter of credit) no less favourable to the SP than the TfL Guarantee,

provided that:

(A) the aggregate of the face amounts of such letter or letters of credit is

at least equal to the Potential Exposure applicable to the Relevant

Year; and

(B) demand may be made under any such letter of credit for the full face

value if it is not replaced at least 30 days before its expiry date or at

least seven Working Days before the effective date of any Change in

Law which would render the obligations of any such Qualifying

Financial Institution under such letter of credit illegal, invalid or

unenforceable; or

(ii) a letter of support from a Minister of the Crown on terms acceptable to the

SP; or

(iii) cash collateral is deposited with such security agent as the SP may

reasonably require in an amount in sterling which is equal to the Potential

Exposure applicable to the Relevant Year; or

REDACTED VERSION

(iv) such other credit support arrangements as may be acceptable to the SP.

(i) RfL shall give to the SP at least 90 days' notice prior to the date on which RfL

reasonably believes a Transfer Event is likely to occur and shall specify in

reasonable detail the steps intended to be taken to procure compliance with clause

44.1(h).

(j) If RfL gives notice to the SP under clause 44.1(i), the SP shall use all reasonable

endeavours (with the reasonable co-operation of RfL) to make alternative

arrangements such that, on or before the date of the Transfer Event, the concerns

of the SP in relation to such Transfer Event are satisfied and with the Agreement

continuing on its then existing terms without the SP seeking to exercise its right to

terminate this Agreement in accordance with clause 48 (RfL Default).

(k) Subject as provided in clause 44.1(j) and without prejudice to the SP's rights under

clause 48.2, if, at any time following a Transfer Event, RfL's payment obligations

under clause 52 (Payments for Termination) are not supported, in accordance with

clause 44.1(h), then RfL shall procure that, within ten Working Days of such event,

RfL's payment obligations under clause 52 (Payments for Termination) are so

supported in accordance with clause 44.1(h).

(l) The Parties acknowledge that the provisions of this clause 44.1 are intended to

ensure that the SP is placed in a no less favourable and a no more favourable

position, as a result of a Transfer Event, than if the Transfer Event had not

occurred, and the SP and RfL undertake to exercise their respective rights under

this clause 44.1 in a reasonable manner so as to give effect to the intention of the

Parties as set out in this clause 44.1(l).

44.2 Novation

(a) Without prejudice to clause 40 (RfL Refinancing), RfL may at any time elect to

novate its rights and obligations under this Agreement to:

(i) a Minister of the Crown;

(ii) a member of the TfL Group,

each, a "Permitted Party".

(b) If RfL wishes to exercise its right of novation under this clause 44.2, it shall give

due notice to the SP no later than 28 days prior to such novation.

(c) The SP shall, within 14 days of a notice from RfL pursuant to clause 44.2(b):

(i) enter into a deed of novation in the form or substantially in the form of the

deed of novation in schedule E12 (Deed of Novation) with RfL and the

relevant Permitted Party; and

(ii) enter into any other documents reasonably requested by RfL in relation to

such novation.

(d) If the SP does not perform its obligations under clause 44.2(c) to RfL's satisfaction

within the relevant time period then no further Service Payments shall be due and

payable to the SP under this Agreement until the SP performs such obligations to

RfL's satisfaction.

(e) In the event of a novation to a Minister of the Crown pursuant to clause 44.2(a)(i),

the TfL Guarantee shall terminate and have no further force or effect as at the date

that such novation to such Minister of the Crown becomes legally effective.

REDACTED VERSION

45. INDEMNITIES AND LIMITATIONS ON LIABILITY

45.1 Indemnity by SP

(a) The SP shall, subject to clause 45.1(c), be responsible for, and shall release and

indemnify the Indemnified Parties on demand on an after-Tax basis from and

against all liability for:

(i) death or personal injury;

(ii) loss or damage to property;

(iii) breach of statutory duty; and

(iv) third party actions, claims, demands, costs, charges and expenses (including

legal expenses on an indemnity basis and Operational Compensation)

brought against any Indemnified Party,

which may arise out of, or in consequence of:

(A) the design, construction, manufacture or maintenance of the Units,

the Equipment or the OOC Depot;

(B) the operation and use of the Units, the Equipment or the OOC Depot;

(C) the performance or non-performance by the SP of its obligations

under this Agreement; or

(D) the presence on the Relevant Property of the SP, a subcontractor of

the SP, their employees or agents, in each case in connection with

this Agreement.

(b) The SP shall, subject to clause 45.1(c), be responsible for and shall release and

indemnify the Indemnified Parties on demand on an after-Tax basis from and

against all Losses whatsoever suffered or incurred by the Indemnified Parties as a

result of:

(i) the negligence or wilful misconduct of; or

(ii) breach of this Agreement by,

the SP, a subcontractor of the SP, their employees or agents.

(c) The SP shall not be responsible or be obliged to indemnify the Indemnified Parties:

(i) pursuant to clause 45.1(a) or (b) for any of the matters referred to in

clauses 45.1(a)(i) to (iv) inclusive or 45.1(b) which arises as a direct result

of the SP acting in accordance with an instruction in writing given by RfL as

part of a Change, provided that the SP objected in writing to the giving of

the instruction prior to its implementation and such objection was

considered by RfL to be reasonable or (in the case of disagreement) the

objection is determined, pursuant to the Dispute Resolution Procedure, to be

reasonable;

(ii) pursuant to clause 45.1(a) or (b) for any injury or Losses caused by the

negligence or wilful misconduct of any of the Indemnified Parties or by the

breach by RfL of its obligations under this Agreement;

REDACTED VERSION

(iii) except in respect of any liability suffered or incurred under a Disclosed

Contract or in respect of Operational Compensation, pursuant to clause

45.1(a)(iv) for any Uninsured Losses incurred in excess of £

in aggregate;

(iv) in respect of any claims made pursuant to clause 45.1(a)(ii) that relate to

Relevant Property against which the SP is required by this Agreement to

insure where the amount of any such claim is in excess of the level of cover

required by this Agreement (provided that the indemnity shall always extend

to liability for any excess or deductible under any policy of insurance); and

(v) for any loss of revenue suffered by any of the Indemnified Parties,

except to the extent that such Losses are recoverable (or should be recoverable

assuming the Insurances have been taken out and maintained in force in

accordance with this Agreement) under the Insurances to be taken out by the SP in

accordance with clause 46 (Insurance).

(d) An indemnity by either Party under any provision of this Agreement shall be

without limitation to any indemnity by that Party under any other provision of this

Agreement provided that nothing in this Agreement shall give either Party the right

to any double recovery. In addition and for the avoidance of doubt, liability under

any indemnity in this Agreement other than this clause 45 shall be disregarded in

determining any limitation on liability under this clause 45.

(e) Each Indemnified Party shall at all times take all reasonable steps to minimise and

mitigate any injury or Loss for which it is entitled to bring a claim against the

Indemnifying Party pursuant to this Agreement.

45.2 Resistance of claims

(a) If one Party (the "Recipient") becomes aware of any third party claim against the

Recipient which may result in a claim by the Recipient against the other Party (the

"Covenantor") under any of the indemnities contained in this Agreement, the

Recipient shall give notice to the Covenantor as soon as is reasonably practicable

thereafter. The Covenantor shall be entitled at its discretion (but after consultation

with the Recipient) to resist at the Covenantor's own expense such claim on behalf

of the Recipient provided that:

(i) the Recipient shall be kept fully informed of all matters pertaining to the

claim;

(ii) the Covenantor shall, in resisting any such claim, comply with the terms of

any relevant policies of insurance issued pursuant to clause 46 (Insurance);

(iii) the Covenantor shall not be entitled to resist any such claim before any

court unless it has been advised by leading counsel, after disclosure of all

relevant information and documents, that it is reasonable to resist such

claim in the manner proposed by the Covenantor; and

(iv) the Recipient is indemnified and secured to its reasonable satisfaction by the

Covenantor against all Losses which may thereby be incurred.

(b) The Recipient shall give the Covenantor and the insurer, if any, under a policy of

insurance issued pursuant to clause 46 (Insurance) all reasonable co-operation,

access and assistance, technical or otherwise for the purpose of resisting such a

claim subject as provided in clause 45.2(a)(iv).

REDACTED VERSION

(c) If the Covenantor does not request the Recipient to take any appropriate action or

shall fail to indemnify and secure the Recipient to its reasonable satisfaction within

15 Working Days of the said notice to the Covenantor, the Recipient shall be free to

pay or settle the claim on such terms as it may in its absolute discretion think fit.

The Recipient shall make no admission prejudicial to the resistance of such claim

prior to the expiry of the notice period and then only if the Covenantor has either:

(i) not requested the Recipient to take any appropriate action; or

(ii) not indemnified and secured the Recipient to its reasonable satisfaction or

within 15 Working Days of the said notice to the Covenantor.

45.3 Works Element – Limitation on SP's liability

(a) Subject to clause 45.3(b), the SP's liability to the Indemnified Parties in respect of

the Works Element (whether arising in contract, tort (including negligence), breach

of statutory duty or otherwise and including the Works Liquidated Damages), shall

not exceed an aggregate amount equal to

(the "Works Element Limitation").

(b) The Works Element Limitation shall not apply to:

(i) any liability of the SP to the Indemnified Parties arising as a result of or in

connection with:

(A) death or personal injury;

(B) fraud, fraudulent mirespresentation or corruption by the SP or any SP

Party; or

(C) wilful default or abandonment;

(ii) any costs or expenses which the SP is obliged or does expend during the

term of the Agreement in carrying out its obligations;

(iii) any costs incurred in satisfying Preconditions;

(iv) any costs of rectifying any Minor Outstanding Items in order to achieve

Completion of any Depot Section;

(v) Losses suffered or incurred, to the extent such Loss is or is required to be

insured by the SP in accordance with the provisions of clause 46

(Insurance);

(vi) the SP's liability on termination or cancellation (in whole or in part) of this

Agreement or otherwise to refund and pay to RfL all Milestone Payments

previously paid by RfL in respect of any Units, Equipment or Depot Works

which are the subject of a termination or cancellation in accordance with this

Agreement (together with all interest payable on any such refund or

payment) as such refund is calculated in accordance with schedule E6

(Termination Payments);

(vii) the SP's liability in respect of its express obligations in relation to warranty

claims and/or for defect rectification pursuant to each of the SP's obligations

under clause 22 (Warranties), 26.6 and 26.7, including any related

liquidated damages payments;

(viii) the SP's liability for any IPR Claims pursuant to clause 57.12;

REDACTED VERSION

(ix) (except to the extent already provided for under sub-clauses (iii) and (iv) of

this clause) the SP's liability to refund or reimburse as expressly provided in

this Agreement but for the avoidance of doubt excluding the SP's liability to

indemnify;

(x) the SP's liability to pay any Taxes as expressly provided by this Agreement

or as required by Applicable Laws and Standards; or

(xi) any interest payable under this Agreement.

45.4 Services Element – Limitation on SP's liability and Exclusions

(a) Subject to clause 45.4(b), the SP's liability to the Indemnified Parties in respect of

the Services Element (whether arising in contract, tort (including negligence),

breach of statutory duty or otherwise), shall not exceed in any Contract Year £

(the "Services Element Limitation").

(b) The Services Element Limitation shall not apply to:

(i) any liability of the SP to the Indemnified Parties arising as a result of or in

connection with:

(A) death or personal injury;

(B) fraud, fraudulent mirespresentation or corruption by the SP or any SP

Party;

(C) wilful default or abandonment; or

(D) termination of this Agreement following PAC or QPAC of the final

Unit;

(ii) any costs or expenses which the SP is obliged or does expend during the

term of the Agreement in carrying out its obligations;

(iii) Losses suffered or incurred, to the extent such Loss is or is required to be

insured by the SP in accordance with the provisions of clause 46

(Insurance);

(iv) the SP's liability in respect of its express obligations in relation to warranty

claims and/or for defect rectification pursuant to each of the SP's obligations

under clauses 22 (Warranties), 26.6 and 26.7, including any related

liquidated damages payments;

(v) Adjustments under the Performance Regime;

(vi) the SP's liability to refund or reimburse as expressly provided in this

Agreement but for the avoidance of doubt excluding the SP's liability to

indemnify;

(vii) any claim pursuant to the SP's transfer obligations in clauses 54.4 to 54.9;

(viii) any IPR Claims pursuant to clause 57.12;

(ix) the SP's liability to pay any Taxes as expressly provided by this Agreement

or as required by Applicable Laws and Standards; or

(x) any interest payable under this Agreement.

REDACTED VERSION

45.5 RfL indemnities

RfL shall not be liable for the SP's loss of revenue under any indemnity in this Agreement

save for the indemnities in clause 57.12.

45.6 Survival

This clause 45 shall survive the expiry or termination of this Agreement.

45.7 No carry over

To the extent that the Services Element Limitation applies in any Contract Year to limit

the liability of the SP, RfL shall not be entitled to apply such liability against the Services

Element Limitation in any following Contract Year.

46. INSURANCE

46.1 Insurance required

(a) Subject as provided in clause 46.24, the SP shall take out and maintain or procure

that there be taken out and maintained policies of insurance which (subject to the

provisions of this clause 46) provide cover on the basis set out in part 1 of schedule

E9 (Insurance) on and from the Commencement Date until the date when the

activities referred to in part 1 of schedule E9 (Insurance) have been completed.

(b) Subject as provided in clause 46.24, the SP shall take out and maintain or procure

that there be taken out and maintained policies of insurance which (subject to the

provisions of this clause 46) provide cover on the basis set out in part 2 of schedule

E9 (Insurance) from the Operating Date or relevant Sectional Completion Date (as

appropriate) until the Expiry Date or earlier termination of this Agreement.

(c) The SP:

(i) undertakes itself to, and to procure that the Depot Building Contractor and

their principal subcontractor(s) and members of the Professional Team, take

out and maintain in force professional indemnity insurance with worldwide

jurisdiction ("PI Insurance"), provided that such insurance is generally

available in the market to members of the relevant party's profession at

commercially reasonable rates and provided further that payment of any

increased or additional premiums required by insurers by reason of the

relevant party's own claims record or other acts, omissions, matters or

things peculiar to the relevant party will be deemed to be within the

reasonable rates;

(ii) shall provide evidence satisfactory to RfL (as and when reasonably required

by RfL) of the PI Insurance being in full force and effect from the date of this

Agreement until the date 12 years from and including the completion of all

the Depot Works or Train Works, as appropriate (such evidence to include

details of the cover) including confirmation of territorial limits, levels of

excess, insurers, policy number and indemnity limit (which shall be a

minimum of per event and with an excess

not greater than ) for each and

every loss;

(iii) shall provide RfL with notice of:

(A) any cancellation of the PI Insurance not less than 30 days prior to the

relevant cancellation date; and

REDACTED VERSION

(B) any adverse material changes (including, for the avoidance of doubt,

any changes to the excess levels) to or suspension of cover relevant

to the Project not less than 30 days prior to the relevant change or

suspension; and

(iv) shall inform RfL as soon as reasonably practicable of any claim under the PI

Insurance in respect of the Project in excess of

and provide such information to RfL as RfL may reasonably

require in relation to such claim and provide notice of any potential breach

of the aggregate limit.

46.2 Minimum amounts of insurance/deductions

(a) The limit of indemnity amounts referred to in schedule E9 (Insurance) are minima

and do not constitute a limitation of the SP's liability under this Agreement.

(b) The amounts of any limit of indemnity and/or any deductible referred to in

schedule E9 (Insurance) shall be Indexed on each anniversary provided that:

(i) the limits of indemnity required by schedule E9 (Insurance) shall be

increased in multiples of £ as follows. If on a renewal date the

limits of indemnity figures stated in schedule E9 (Insurance) (Indexed):

(A) exceed the existing limits of indemnity by at least £ then

the level of indemnity required by schedule E9 (Insurance) shall be

increased by £ ; or

(B) exceed the existing limits of indemnity by at least £ but

less than £ , then the level of indemnity required by

schedule E9 (Insurance) shall be increased by £ , and so

on; or

(C) do not exceed the existing limits of indemnity by at least £ ,

then the level of indemnity required by schedule E9 (Insurance) shall

remain unchanged.

(ii) the maximum deductibles required by schedule E9 (Insurance) shall be

increased in multiples of £ as follows. If on a renewal date maximum

deductibles figures stated in schedule E9 (Insurance) (Indexed):

(A) exceed the existing maximum by £ , then the maximum

deductibles required by schedule E9 (Insurance) shall be increased by

£ ; or

(B) exceed the existing maximum by at least £ but less than

£ , then the maximum deductibles required by schedule E9

(Insurance) shall be increased by £ , and so on; or

(C) do not exceed the existing limits of indemnity by £ then the

maximum deductibles required by schedule E9 (Insurance) shall

remain unchanged.

46.3 Terms of policies and insurers

Each policy required to be effected pursuant to this Agreement shall:

(a) be placed and maintained with such insurers with a Standard & Poor's long-term

credit rating of at least A- at all times (unless otherwise approved by RfL in its

absolute discretion); and

REDACTED VERSION

(b) be in such form and substance, consistent with the obligations of the SP under this

Agreement, as may be approved in writing from time to time by RfL (such approval

not to be unreasonably withheld or delayed).

46.4 Insurance to be in joint names and for several interest

Each Insurance required to be maintained shall:

(a) severally insure the SP, RfL, CRL and (where applicable) the CTOC and:

(i) for the period referred to in clause 46.1(a), the Depot Building Contractor

and its relevant subcontractors;

(ii) during the period referred to in clause 46.1(b), the Train Maintainer and, to

the extent that the Train Maintainer has undertaken to effect insurance

under its relevant subcontract, its relevant subcontractors; and

(iii) subject to the prior consent of RfL, others nominated by the SP;

(b) hold harmless against subrogation action by insurers and indemnify directors,

officers and employees of each and every insured party;

(c) entitle RfL to maintain the policies in force after termination of the Concession to

the extent that this is achievable with the insurers;

(d) contain a multiple-insured clause providing that the insured under the policy are

insured on a composite basis applying to each insured as if they were separately

and individually insured; and

(e) contain a non-vitiation clause whereby the vitiating act of one insured party shall

not prejudice the right to indemnity of any other insured which has an insurable

interest and has not committed any vitiating act.

46.5 Rights of subrogation

The Parties shall procure that all Insurances under which RfL, CRL or the SP are not

named as insured contain a term to the effect that the insurers have agreed to waive all

rights of subrogation against RfL, CRL and the SP.

46.6 Cancellation or limitation of cover

No Insurances shall be cancellable, except in respect of non-payment of premium and all

Insurances so maintained or procured shall contain an endorsement whereby RfL receives

from the insurer:

(a) not less than 30 days' notice of cancellation for non-payment of premium;

(b) not less than 90 days' notice of any reduction in limit or restriction in coverage or

any increase in deductibles, whether at the instance of the insurer or the insured

(which in respect of any such reduction, restriction or increase required by the

insured shall not be implemented without the agreement of RfL (not to be

unreasonably withheld));

(c) advice of any default in payment of any premium payable under the policy; and

(d) advice of any act or omission, including but not limited to known breaches of

warranty, or of any event of which the insurer has knowledge and which might

invalidate or render a policy void or voidable at the insurer's discretion.

REDACTED VERSION

46.7 Law and jurisdiction

All policies maintained or procured pursuant to clause 46.1 shall be subject to English law

and the exclusive jurisdiction of the English courts.

46.8 SP to supply insurance policies

Upon request by RfL, the SP shall produce for inspection by RfL a copy of the certificates

and policies of insurance maintained in compliance with clause 46.1 together with

evidence satisfactory to RfL that all premiums payable in respect of the insurance have in

fact been paid up to date. Where the SP has failed to pay any such premium by the due

date, RfL shall be entitled to pay such premium on behalf of the SP and to deduct an

amount equivalent to such premium from the next subsequent payment of the Service

Payment.

46.9 Compliance with requirements of insurers

The Parties shall comply with all reasonable requirements of the insurers and shall not do

or cause to be done anything which might render void or voidable any policy of insurance

effected in accordance with clause 46.1 or as a result of which payment of insurance

monies may be withheld in whole or in part.

46.10 Failure to insure

Subject to clause 46.24, to the extent that any of the Insurances (other than PI

Insurance) required to be effected and maintained by clause 46.1 are not taken out and

maintained as contemplated by this clause 46 and schedule E9 (Insurance), RfL may itself

arrange alternative insurances without prejudice to any other rights under or pursuant to

this Agreement. The SP shall indemnify the Indemnified Parties against all premiums and

other Losses payable by any of the Indemnified Parties in exercising their rights under this

clause 46.10 with interest from the date on which premiums are paid or other costs

incurred until the date of payment by the SP to RfL calculated at the Default Rate

provided that, to the extent that RfL sets off such premiums or other costs from sums

otherwise due from RfL to the SP under this Agreement, interest shall only be payable

until the date the set-off is applied.

46.11 RfL's right to insure

At any time during the Concession Period, RfL shall have the right, with effect from the

next renewal date, to procure policies of insurance providing cover against the risks

referred to in paragraphs 1 and 2 of part 2 of schedule E9 (Insurance) on terms which are

substantially the same (including in relation to deductibles) as those which are required to

be taken out and maintained pursuant to clause 46.1(b). RfL shall give the SP not less

than 60 days' notice prior to the renewal date of the relevant insurance policies:

(a) if it wishes to exercise its rights under this clause 46.11; or

(b) if, having procured a policy of insurance pursuant to this clause 46.11, it wishes

the SP to take out such insurance with effect from such renewal date.

46.12 Adjustments to Service Payments / Milestone Payments

If RfL procures an insurance policy or policies pursuant to this clause 46.11, the amount

of the Service Payment payable during the calendar year in which such insurance is in

place or the next Milestone Payment (as appropriate) will be reduced, on an equal basis,

by an amount which in aggregate is equal to the amount which the SP included as the

cost of such insurance policy or policies (in real prices) that were agreed at the date of

this Agreement. A reverse financial adjustment to the Service Payment or the next

REDACTED VERSION

Milestone Payment (as appropriate) shall be made where RfL ceases to maintain a policy

or policies of insurance in accordance with this clause 46.11.

46.13 Settlement of claims

All policies for Insurances maintained or procured pursuant to clause 46.1 shall be

endorsed so as to be paid without deduction or set-off, whether in respect of unpaid

premiums or otherwise.

46.14 Loss payee provisions

(a) All Insurances (and those effected or maintained by RfL pursuant to clause 46.10)

shall provide that claim proceeds, whether interim or final:

(i) in respect of loss or damage to the Works, the Units, the Equipment or the

OOC Depot, shall be applied in accordance with clause 46.22;

(ii) in respect of other insurances against loss of or damage to property (other

than CTOC Property) shall be paid to RfL and, subject to the prior approval

of RfL, acting reasonably, other parties and where such other party is the

SP, the proceeds being released to the SP against its application to reinstate

such loss or damage with such supporting information as RfL may

reasonably require;

(iii) in respect of insurance against loss of or damage to CTOC Property, shall be

paid to the CTOC; and

(iv) in respect of insurances against liabilities to third parties (other than for

damage to property), shall be paid to the aggrieved party against a

discharge in full and final settlement of all claims against the insured parties

or, where the insured parties have properly discharged their liabilities to

such aggrieved party, as in clause 46.14(a)(ii).

(b) In respect of any other insurances, no claim proceeds may be paid without the

prior written consent of RfL (which may not be unreasonably withheld or delayed).

46.15 Notification of claims

(a) Each Party shall give to the other prompt notification of any incident which may

reasonably be expected to result in a claim in excess of £ or any

incident which may reasonably be expected to result in claims arising from that

incident exceeding in aggregate more than £ in any 12-month

period under any of the insurances referred to in clause 46.1 accompanied by full

details of said incident and shall afford each other all such assistance as may be

required for the preparation and negotiation of insurance claims.

(b) All Insurances maintained or procured under this clause 46 (Insurance) shall

contain a provision that a claim notified by one insured shall be deemed to have

been notified jointly and severally by all insureds.

46.16 Saving provision

Neither:

(a) the SP's compliance or failure to comply with its obligations under the insurance

provisions of this Agreement; nor

(b) the existence of the Insurances or the absence (in whole or part) of them,

REDACTED VERSION

shall relieve the SP of its liabilities and obligations under this Agreement.

46.17 Additional coverage

Without prejudice to the other provisions of this clause 46, during the period from the

date of this Agreement to the end of the Concession Period the SP shall effect and

maintain in full force those insurances which the SP is from time to time required to effect

and maintain by any applicable Law.

46.18 Premiums

The SP shall procure the due and punctual payment of all premiums payable under each

policy required to be taken out pursuant to this Agreement in accordance with its terms

and shall, upon request of RfL, promptly produce to RfL evidence of such payment.

46.19 Broker's letter of undertaking

SP shall procure that the insurance broker appointed by the SP (and approved by RfL

acting reasonably) delivers to RfL:

(a) a letter substantially in the form set out in part 3 of schedule E9 (Insurance) in

respect of each policy required to be effected and maintained pursuant to this

Agreement under clause 46.1(a) as soon as practicable but in any event before the

Commencement Date and renewal of each policy; and

(b) a letter substantially in the form set out in part 3 of schedule E9 (Insurance) in

respect of each policy required to be effected and maintained pursuant to this

Agreement under clause 46.1(b) before renewal of any policy.

46.20 Information and reporting

The SP shall on request provide to RfL all written information provided to the insurers in

effecting or maintaining, or attempting to effect or maintain the Insurances required

pursuant to this Agreement and shall promptly provide to RfL such information as to the

Insurances (or as to any matter which may be relevant to the Insurances) as RfL may

from time to time request.

46.21 Disclosure

(a) The SP represents and warrants to and for the benefit of RfL that the SP, the

Subcontractors and all other relevant persons have disclosed to the insurers:

(i) all facts, circumstances and occurrences material to the risks insured against

under all or part of the Insurances required by this Agreement; and

(ii) all information requested by the insurance broker and the insurers.

(b) The SP shall ensure that full disclosure is made to all insurers of:

(i) all facts, circumstances occurrences and other information which the SP, in

accordance with Good Industry Practice and after consultation with its

insurance broker, ought reasonably to be expected to believe the insurers

would require;

(ii) all facts, circumstances, occurrences and other information which the

insurers request be disclosed;

REDACTED VERSION

(iii) all facts, circumstances, occurrences and other information which the SP,

acting in good faith, ought reasonably to be expected to believe material to

the Insurances.

46.22 Reinstatement

(a) Subject to clause 46.22(c) or (d) unless otherwise agreed by RfL, on each and

every occasion when any part of the Works, Units, Equipment or the OOC Depot is

destroyed or damaged (the "Relevant Incident"):

(i) the SP shall (and shall procure that each of its Subcontractors shall) ensure

that all proceeds in respect of loss or damage to the Works, the Units, the

Equipment or the OOC Depot relating to the Relevant Incident received

under any Insurances maintained or required under clause 46.1 (the

"Relevant Proceeds") are paid into an account in the name of RfL at a

bank to be nominated by RfL (and advised to the insurers accordingly) (the

"Insurance Proceeds Account"), such proceeds to be released as

required to enable the SP to make payments in accordance with the

contractual arrangements referred to in clause 46.22(a)(iii)(B) and to meet

any other reasonable costs and expenses of the SP (provided that such costs

and expenses are recoverable or have been recovered from insurers) for the

sole purpose of funding the Reinstatement Works. The SP shall provide to

RfL from time to time such information as it may reasonably require in

relation to the release of funds pursuant to this clause 46.22(a)(i);

(ii) in any case where the Relevant Proceeds are, or are likely to be, greater

than £ , the SP shall deliver as soon as practicable a plan prepared

by the SP for the carrying out of the works necessary (the "Reinstatement

Works") to Repair, reinstate or replace (the "Reinstatement Strategy")

the assets which are the subject of the relevant claim or claims in

accordance with clause 46.22(b). The Reinstatement Strategy shall set out:

(A) the identity of the person proposed to effect the Reinstatement

Works, which if not the relevant Key Subcontractor shall be subject to

the prior written approval of RfL (such approval not to be

unreasonably withheld or delayed); and

(B) the proposed terms and timetable upon which the Reinstatement

Works are to be effected, the final terms of which shall be subject to

the prior written approval of RfL (such approval not to be

unreasonably withheld or delayed);

(iii) provided that RfL is satisfied (acting reasonably) with the Reinstatement

Strategy:

(A) the Reinstatement Strategy will be adopted;

(B) the SP shall enter into contractual arrangements to effect the

Reinstatement Works with the person identified in the Reinstatement

Strategy approved by RfL;

(C) RfL agrees and undertakes that, subject to compliance by the SP with

its obligations under this clause 46.22, and provided that the SP

procures that the Reinstatement Works are carried out and completed

in accordance with the contractual arrangements referred to in clause

46.22(a)(iii)(B), it shall not exercise any right which it might

otherwise have to terminate this Agreement by virtue of the event

REDACTED VERSION

which gave rise to the claim for the destruction or damage to the

Works, Units, Equipment or the OOC Depot;

(D) RfL undertakes to use reasonable endeavours to assist the SP in the

carrying out of the Reinstatement Strategy; and

(E) after the Reinstatement Strategy has been implemented to the

reasonable satisfaction of RfL and in accordance with clause 46.22(b),

RfL shall be entitled to retain the balance of any Relevant Proceeds

then held in the account referred to in clause 46.22(a)(i) above that

have not been paid under that paragraph in respect of the Relevant

Incident, together with any interest accrued.

(b) Where insurance proceeds are to be used, in accordance with this Agreement, to

Repair, reinstate or replace the Works, Units, the Equipment or the OOC Depot, the

SP shall carry out the work in a good and workmanlike manner to the reasonable

satisfaction of RfL. Any such works are to be carried out in accordance with the

provisions of this Agreement relating to the Works, Units, the Equipment or the

OOC Depot, mutatis mutandis, and (to the extent that RfL and the SP agree that

any reinstatement, rebuilding or replacement shall not be to the Train Technical

Requirements or Depot Technical Requirements (as applicable)) in accordance with

drawings and specifications which shall first be submitted for approval in writing by

RfL.

(c) In circumstances where there is a Total Loss of a Unit, the following provisions

shall apply:

(i) where any Unit suffers a Total Loss prior to Fleet Acceptance or [date]59, the

SP shall replace such Unit and the proceeds shall be dealt with in accordance

with clause 46.22(a) and (b);

(ii) where any Unit suffers a Total Loss after Fleet Acceptance or [date], the SP

shall use best endeavours to replace the Unit in accordance with clause

46.22(a) and (b); and

(iii) where a Unit is not replaced, subject to clause 46.22(d), the SP shall ensure

that the insurance proceeds shall be for the benefit of and released to RfL

and, save as set out in clause 46.22(d), the SP shall not be entitled to any

relief or compensation under this Agreement for such Total Loss.

(d) Where clause 46.22(c)(iii) applies and a Unit is not replaced, the Parties shall meet

and discuss in good faith how the Services will be affected and how the Parties

might mitigate the effects of the Total Loss. RfL shall be entitled to propose an RfL

Change under part 1 of schedule A8 (Change Procedure) provided that the Parties

agree that in determining the effect of the Change pursuant to schedule A8

(Change Procedure) the Service Payments shall not be reduced to take account of

the Total Loss save to the extent that such reduction relates to reduced

maintenance and operating costs relating to the Total Loss.

59 This date will reflect the latest date the bidder is able to offer a fixed option price pursuant to the table in part 3 of

schedule E11 (Milestones and Security).

REDACTED VERSION

46.23 Uninsurable risks60

Nothing in this clause 46 shall oblige the SP to take out insurance in respect of a risk

which is Uninsurable save where the predominant cause of the risk being Uninsurable is

any actions, breaches, omissions or defaults of the SP or a Subcontractor.

46.24 Risks become Uninsurable

If a risk usually covered by the insurance taken out pursuant to paragraphs 1 or 2 of part

1 or paragraphs 1 or 2 of part 2 of schedule E9 (Insurance), or by statutory insurances, in

each case required under this Agreement, becomes Uninsurable then:

(a) the SP shall notify RfL of any risk becoming Uninsurable within five Working Days

of becoming aware of the same and in any event at least five Working Days before

expiry or cancellation of any existing insurance in respect of that risk;

(b) if both Parties agree, or it is determined in accordance with the Dispute Resolution

Procedure, that the risk is Uninsurable and that:

(i) the risk being Uninsurable is not caused by the actions, breaches, omissions

or defaults of the SP or a Subcontractor; and

(ii) the SP has demonstrated to RfL that the SP and a prudent board of directors

of a company operating the same or substantially similar businesses in the

United Kingdom to that operated by the SP would in similar circumstances

(in the absence of the type of relief envisaged by this clause) be acting

reasonably and in the best interests of the company if they resolved to

cease to operate such businesses as a result of that risk becoming

Uninsurable, taking into account inter alia (and without limitation) the

likelihood of the Uninsurable risk occurring (if it has not already occurred),

the financial consequences for such company if such Uninsurable risk did

occur (or has occurred) and other mitigants against such consequences

which may be available to such company,

then the Parties shall meet to discuss the means by which the risk should be managed or

shared (including considering the issue of self-insurance by either Party).

46.25 Consequences

(a) If the requirements of clause 46.24 are satisfied, but the Parties cannot agree as to

how to manage or share the risk, then:

(i) in respect of the insurances required by paragraph 2 of part 1 or paragraph

2 of part 2 of schedule E9 (Insurances) ("Third Party Liability

Insurance") only, RfL shall (at RfL's option) by notice either:

(A) pay to the SP an amount equal to the amount calculated in

accordance with paragraph 6 of schedule E6 (Termination Payments)

and this Agreement will terminate; or

(B) elect to allow this Agreement to continue and clause 46.25(a)(ii) shall

thereafter apply in respect of such risk;

(ii) this Agreement shall continue and in respect of the occurrence of a risk

which is Uninsurable under:

60 It has been assumed that all construction period risks will be taken out at financial close for the period and

therefore the Uninsurability provisions will not apply. Bidders to confirm.

REDACTED VERSION

(A) the insurances required by paragraph 1 of part 1 or paragraph 1 of

part 2 of schedule E9 (Insurances) (if RfL elects to allow the

Agreement to continue in accordance with clause 46.25(a)(i));

(B) Third Party Liability Insurance; or

(C) statutory insurances,

then:

(D) in the case of a Total Loss at RfL's option:

(aa) where any Unit suffers a Total Loss prior to Fleet Acceptance

(or after Fleet Acceptance and the SP using its best

endeavours would be able to replace such Unit), the SP shall

replace such Unit and RfL shall pay to the SP an amount equal

to the insurance proceeds that would have been payable had

the relevant insurance continued to be available and this

Agreement will continue; or

(bb) RfL shall determine that the Unit shall not be replaced and

clause 46.22(d) shall apply and this Agreement will continue;

or

(cc) RfL shall pay to the SP an amount equal to the amount

calculated in accordance with paragraph 6 of schedule E6

(Termination Payments) whereupon this Agreement will

terminate; and

(E) in the case that there is not a Total Loss, RfL shall at RfL's option:

(aa) pay to the SP an amount equal to insurance proceeds that

would have been payable had the relevant insurance continued

to be available and this Agreement will continue; or

(bb) pay to the SP an amount equal to the amount calculated in

accordance with paragraph 6 of schedule E6 (Termination

Payments) plus (in relation to Third Party Liability Insurance

only) the amount of insurance proceeds that would have been

payable whereupon this Agreement will terminate;

(iii) where, pursuant to clause 46.25(a)(i) and/or 46.25(a)(ii), this Agreement

continues then the Service Payments shall be reduced in each Contract Year

for which the relevant insurance is not maintained by an amount equal to

the premium paid (or which would have been paid) by the SP in respect of

the relevant risk in the Contract Year prior to it becoming Uninsurable

(Indexed) from the date that the risk becomes Uninsurable. Where the risk

is Uninsurable for part of a Contract Year only, the reduction in the Service

Payments shall be pro-rated to the number of Railway Periods for which the

risk was Uninsurable;

(iv) where pursuant to clauses 46.25(a)(i) and/or 46.25(a)(ii) this Agreement

continues, the SP shall approach the insurance market at least every four

months to establish whether the risk remains Uninsurable. As soon as the

risk is no longer Uninsurable, the SP shall take out and maintain or procure

the taking-out and maintenance of insurance (to be incepted as soon as is

reasonably practicable) for such risk in accordance with this Agreement;

REDACTED VERSION

(v) in respect of any period between RfL receiving notification in accordance

with clause 46.24(a) that a TPL Risk has become Uninsurable and RfL's

notification to the SP in accordance with clause 46.25(a) in respect of such

risk then, provided it is ultimately agreed or determined that the

requirements of clause 46.24(b) are satisfied in respect of the Uninsurable

TPL Risk and subject to clause 46.25(a)(vi) below, clause 46.25(a)(ii) shall

apply in respect of occurrences of the Uninsurable TPL Risk during such

period unless the Parties otherwise agree how to manage the risk during this

period; and

(vi) clause 46.25(a)(v) shall only apply provided the SP does not unreasonably

materially delay: (A) agreement and/or determination in accordance with

the Dispute Resolution Procedure as to whether the requirements of clause

46.24(b) are satisfied in respect of the Uninsurable TPL Risk; and/or (B)

meeting RfL to discuss the means by which the risk should be managed.

(b) If, pursuant to clause 46.25(a)(i)(A) RfL elects to make payment to the SP (such

that this Agreement will terminate) (the "Relevant Payment"), the SP shall have

the option (exercisable within 28 days of the date of such election by RfL) (the

"Option Period") to pay to RfL on or before the end of the Option Period an

amount equal to the insurance proceeds that would have been payable had the risk

not become Uninsurable in which case this Agreement will continue (and the

Relevant Payment will not be made by RfL) and the SP's payment shall be applied

for the same purpose and in the same manner as insurance proceeds would have

been applied had the relevant risk not become Uninsurable.

46.26 Unavailability of terms or conditions61

(a) If, upon the renewal of any insurance which the SP is required to maintain or to

procure the maintenance of pursuant to this Agreement:

(i) any Insurance Term is not available to the SP in the worldwide insurance

market with reputable insurers of good standing; and/or

(ii) the insurance premium payable for insurance incorporating such Insurance

Term is such that the Insurance Term is not generally being incorporated in

insurance procured in the worldwide insurance market with reputable

insurers of good standing by contractors in the United Kingdom,

(other than, in each case, by reason of one or more actions of the SP and/or any

Subcontractors) then clause 46.26(b) shall apply.

(b) If it is agreed or determined that clause 46.26(a) applies then RfL shall waive the

SP's obligations in clause 46.1 and/or schedule E9 (Insurance) in respect of that

particular Insurance Term and the SP shall not be considered in breach of its

obligations regarding the maintenance of insurance pursuant to this Agreement as

a result of the failure to maintain insurance incorporating such Insurance Term for

so long as the relevant circumstances described in clause 46.26(a) continue to

apply to such Insurance Term.

(c) To the extent that the Parties agree (acting reasonably), or it is determined

pursuant to the Dispute Resolution Procedure, that an alternative or replacement

term and/or condition of insurance is available to the SP in the worldwide insurance

market with reputable insurers of good standing which if included in the relevant

insurance policy would fully or partially address the SP's inability to maintain or

61 It has been assumed that all construction period risks will be taken out at financial close for the period and

therefore the Unavailability provisions will not apply. Bidders to confirm.

REDACTED VERSION

procure the maintenance of insurance with the relevant Insurance Term, at a cost

which contractors in the UK are (at such time) generally prepared to pay, the SP

shall maintain or procure the maintenance of insurance including such alternative

or replacement term and/or condition.

(d) Where RfL has exercised the waiver pursuant to clause 46.26(b), it shall be entitled

to deduct from the Service Payment an amount (the "Adjusted Amount"), such

amount being an amount equal to one-thirteenth of the amount paid for the

particular Insurance Term in the preceding Contract Year (using a reasonable

estimate of such amount where a precise figure is not available), less any annual

amount paid or payable by the SP to maintain and/or procure the maintenance of

any (whether full or partial) alternative or replacement insurance in respect of such

Insurance Term pursuant to clause 46.26(b).

(e) Where clause 46.26(d) applies, the Service Payment shall be reduced each

Contract Year by the Adjusted Amount, Indexed from the date that the particular

Insurance Term is no longer available.

(f) The SP shall notify RfL as soon as reasonably practicable and in any event within

five Working Days of becoming aware that clauses 46.26(a)(i) and/or 46.26(a)(ii)

are likely to apply or (on expiry of the relevant insurance then in place) do apply in

respect of an Insurance Term (irrespective of the reason for the same). The SP

shall provide RfL with such information as RfL reasonably requests regarding the

unavailability of the Insurance Term and the Parties shall meet to discuss the

means by which such unavailability should be managed as soon as is reasonably

practicable.

(g) In the event that clauses 46.26(a)(i) and/or 46.26(a)(ii) apply in respect of an

Insurance Term (irrespective of the reasons for the same), the SP shall approach

the insurance market at least every four months to establish whether clause

46.26(a)(i) and/or 46.26(a)(ii) remain applicable to the Insurance Term. As soon

as the SP is aware that clause 46.26(a)(i) and/or 46.26(a)(ii) has ceased to apply

to the Insurance Term, the SP shall take out and maintain or procure the taking-

out and maintenance of insurance (to be incepted as soon as is reasonably

practicable) incorporating such Insurance Term in accordance with this Agreement.

46.27 No further relief

Save as specifically stated in this clause 46 and schedule E9 (Insurance) the SP will not be

entitled to any relief from its obligations to insure set out in this clause 46.

46.28 Contracts (Rights of Third Parties) Act 1999

No insurance maintained or procured pursuant to clause 46.1 shall contain any limitation

on the rights of RfL, the CTOC, CRL and the directors, officers, employees, servants or

agents of any of them under the Contracts (Rights of Third Parties Act) 1999.

46.29 Employer liability insurance

The SP shall procure that the Key Subcontractors, and their relevant subcontractors,

effect and maintain employers' liability insurance in accordance with the Law.

REDACTED VERSION

PART VIII – DEFAULT AND TERMINATION

47. SP DEFAULT

47.1 SP Default

Each of the following shall constitute an SP Default:

(a) the occurrence of an Insolvency Event in relation to the SP or the Guarantor;

(b) the SP fails to pay any sum(s) which is not the subject of a Dispute and which is

due and payable to RfL under the Project Documents and which either singly or in

aggregate exceeds £ and which remains unpaid 42 days after

the date of an invoice from RfL;

(c) the SP is in breach of its obligations in this Agreement which materially and

adversely affects either:

(i) the Project;

(ii) the Crossrail Project; or

(iii) after the Operating Date, the ability of RfL to operate the Crossrail Services

to a material extent on the Crossrail Infrastructure for a period in excess of

three months,

other than breaches of this Agreement of the nature set out in the other sub-

clauses of this clause 47.1;

(d) the occurrence of a Persistent Breach;

(e) Provisional Acceptance or Qualified Provisional Acceptance of any Unit has not

occurred on or before that Unit's Unit Longstop Date;

(f) any Depot Completion Date in respect of a Depot Section has not occurred on or

before the relevant Depot Longstop Date;

(g) there is a breach of clause 40 (RfL Refinancing) or clause 43.1;

(h) the SP incurs:

(i) Adjustments to the level of Annual Deductions Cap in any Contract Year; or

(ii) Adjustments to the level of the Railway Period Deductions Cap in any three

months in any rolling six-month period; or

(iii) there are 24 or more occurrences of an Unavailable Unit (other than any

Unavailable Unit resulting from an Allowable Failure) in any rolling period of

three Railway Periods; or

(iv) Major Incident Adjustments in any Contract Year which are equal to the

limitation for that Contract Year set out in paragraph 12.3 of schedule E3

(Performance Regime);

(i) a failure to make a material start on the Depot Works on Site in respect of the OOC

Depot by a date which is three months after the Commencement Date;

REDACTED VERSION

(j) the SP:

(i) abandons, without any intention to resume, the Depot Works or the Train

Works or any material part thereof; or

(ii) from commencement of the Stage 5 Crossrail Services, deliberately ceases

to maintain and/or make Available 25 per cent. or more of the Accepted

Units otherwise than on safety grounds which have not arisen as a

consequence of any failure or default by the SP;

(k) the maximum amount of liquidated damages payable by the SP pursuant to clause

21.6(e) shall have accrued unless by mutual agreement the Parties agree to

increase such maximum amount;

(l) there is a breach by the SP of its obligations to procure and maintain the

Insurances;

(m) (i) there is default by a Key Subcontractor of a Key Subcontract or by a Major

Equipment Subcontractor of a Major Equipment Subcontract; or

(ii) the SP provides the first body shell as required by the Train Technical

Specification more than six months after the relevant date set out in the

Project Programme,

and in either case the SP is delayed such that there is no reasonable prospect of a

Unit being Provisionally Accepted prior to the Unit Longstop Date or any Depot

Completion Date occurring on or before the Depot Longstop Date;

(n) the Guarantor, the Advance Payment Bond Provider or the TSA Performance Bond

Provider fail to comply with any payment or performance obligations expressed to

be assumed by it in the Parent Company Guarantee, the Advance Payment Bond or

the TSA Performance Bond;

(o) the SP fails to extend or replace the Advance Payment Bond or TSA Performance

Bond or, in either case, provide alternative security in each case as required by the

relevant provisions of schedule E11 (Milestones and Security);

(p) if either the Parent Company Guarantee ceases to be in full force and effect or the

Guarantor's obligations under the Parent Company Guarantee are or become

wholly or partly invalid or unenforceable (each one a "Guarantee Event") and the

SP does not provide a valid and enforceable guarantee acceptable to RfL (acting in

its absolute discretion) together with any supporting legal opinions reasonably

requested by RfL within five Working Days of such Guarantee Event;

(q) a Bond Event occurs and the SP does not provide a valid replacement bond in

accordance with the requirements of this Agreement; or

(r) the liability of the SP under this Agreement exceeds, as applicable:

(i) the Works Element Limitation; or

(ii) the Services Element Limitation,

unless by mutual agreement the Parties agree to increase such limitations.

47.2 Termination Notice

(a) If an SP Default has occurred and RfL wishes to terminate this Agreement it shall

serve a termination notice on the SP (the "Termination Notice"). The

REDACTED VERSION

Termination Notice shall be signed by the RfL Contract Manager and counter-signed

by a person authorised by RfL (and notified to the SP) and shall specify the SP

Default that has occurred, giving reasonable details, and either:

(i) in the case of an SP Default under clause 47.1(a), (d), (e), (f), (g), (i), (k)

(l), (m), (n), (o) (p), (q) or (r) that this Agreement is to terminate on the

date set out in the Termination Notice; or

(ii) in the case of an SP Default under clause 47.1(b), (c), (h) or (j) that this

Agreement will terminate on the date falling 60 days after the date of the

Termination Notice, unless:

(A) the SP puts forward a rectification plan ("Rectification Plan")

acceptable to RfL at its absolute discretion within 28 days of the date

of service of the Termination Notice such Rectification Plan to include

as a minimum:

(aa) criteria for success for the Rectification Plan;

(bb) time period for achievement of success;

(cc) resources to be allocated to the Rectification Plan;

(dd) any changes to performance arising, if required, during the

Rectification Plan; and

(ee) if applicable, investment to be made by the SP as part of the

Rectification Plan; and

(B) the SP rectifies in accordance with the Rectification Plan the relevant

SP Default within 60 days of the date of service of the Termination

Notice or any other period agreed in accordance with clause

47.2(a)(ii)(A) (such periods to run concurrently with the period in

clause 47.2(a)(ii)(A)).

(b) Where RfL serves a Termination Notice in accordance with clause 47.2(a)(ii) and

the SP either:

(i) rectifies the SP Default within the 60-day period specified in the Termination

Notice; or

(ii) implements the Rectification Plan agreed by RfL in accordance with its

terms,

the Termination Notice will be deemed to be revoked and this Agreement will

continue.

(c) Where RfL serves a Termination Notice in accordance with clause 47.2(a)(ii) and

the SP fails either to:

(i) rectify the SP Default within the 60-day period specified in the Termination

Notice; or

(ii) implement any Rectification Plan agreed by RfL in accordance with its terms,

this Agreement will terminate on the date falling 60 days after the date of service

of the Termination Notice unless RfL notifies otherwise.

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(d) Where RfL serves a Termination Notice in accordance with clause 47.2(a)(i) this

Agreement will terminate on the date set out in such Termination Notice.

47.3 Persistent Breach

(a) "Persistent Breach" means a breach by the SP of the nature referred to in clause

47.3(b) which has continued or recurred more than twice (which shall include

breaches of the Remedial Plan) within six months commencing two months after

the date on which the final warning notice referred to in clause 47.3(c) is served on

the SP.

(b) If the SP has breached its obligations under this Agreement and such breach:

(i) is not a breach which results in Adjustments to the Service Payment in

accordance with paragraph 2.2 of schedule E2 (Payment Mechanism); and

(ii) has occurred more than twice in the previous 12-month period,

then RfL may serve a notice on the SP:

(A) specifying that it is a formal warning notice;

(B) giving reasonable details of the breach;

(C) requiring a remedial plan ("Remedial Plan") acceptable to RfL

within 14 days of such notice such Remedial Plan to include as a

minimum:

(aa) criteria for the success of the Remedial Plan;

(bb) time period for achievement of success;

(cc) resources to be allocated to the Remedial Plan; and

(dd) if applicable, investments to be made by the SP as part of the

Remedial Plan; and

(D) stating that such breach is a breach which, if it recurs or continues,

or if the SP is in breach of the Remedial Plan, may result in a

termination of this Agreement for Persistent Breach.

(c) If, following service of a warning notice under clause 47.3(b), the breach specified

has continued or recurred more than twice (which shall include breaches of the

Remedial Plan) within a three-month period such period commencing on or after

the date falling 28 days after the service of such warning notice then RfL may serve

another notice on the SP:

(i) specifying that it is a final warning notice; and

(ii) stating that the breach specified has been the subject of a warning notice

within the three-month period prior to the date of service of the final

warning notice; and

(iii) requiring a further Remedial Plan containing the information required by

clause 47.3(b)(ii)(C); and

(iv) stating that if such failure continues or recurs (which shall include breaches

of the Remedial Plan) more than twice within the six-month period

REDACTED VERSION

commencing on the date two months after the date of service of the final

warning notice, this Agreement may be terminated for Persistent Breach.

(d) A warning notice may not be served in respect of any breach in respect of which a

separate warning notice has already been served until a period of three months has

elapsed since the date of service of the previous warning notice.

48. RFL DEFAULT

48.1 RfL Default

Each of the following shall constitute an RfL Default:

(a) a failure by RfL to make payment of any amount of money exceeding £

either singly or in aggregate, which is not the subject of a Dispute and

which is due and payable by RfL under this Agreement within 30 days of service of

a formal written demand by the SP, where that amount fell due and payable at

least 28 days prior to the date of service of the written demand; and

(b) a failure by RfL to comply with clauses 44.1(h) or 44.1(k).

48.2 SP Termination Notice

(a) If an RfL Default has occurred and the SP wishes to terminate this Agreement, it

must serve a termination notice on RfL (a "SP Termination Notice") within 60

days of becoming aware of such RfL Default. The SP Termination Notice must

specify and give reasonable details of the RfL Default which has occurred.

(b) This Agreement will terminate on the day falling 30 days after the date RfL receives

the SP Termination Notice, unless RfL rectifies the RfL Default within 28 days of

receipt of the SP Termination Notice.

49. VOLUNTARY TERMINATION BY RFL

49.1 RfL right to terminate

(a) Without prejudice to clause 50.4, RfL shall have the right to terminate this

Agreement at any time during the Concession Period provided that:

(i) such termination does not take effect before 1 June 2026; and

(ii) RfL complies with its obligations under this clause 49.1.

(b) If RfL wishes to terminate this Agreement under this clause 49.1, it must give

notice to the SP stating that:

(i) RfL is terminating this Agreement under this clause 49.1; and

(ii) this Agreement will terminate on the date falling 12 months after the date of

such notice.

(c) This Agreement will terminate on the date falling 12 months after the date of the

notice referred to in clause 49.1(b) above (the "Voluntary Termination Date")

and clause 52.1(b) shall apply.

REDACTED VERSION

50. FORCE MAJEURE TERMINATION/INEFFECTIVENESS/MAJOR DEPOT CHANGE

50.1 Notice of termination

(a) If RfL serves a notice to terminate on the SP pursuant to clause 38.3 or clause

46.25(a)(i) or (ii) then this Agreement shall terminate on the date set out in that

notice.

(b) If the SP serves a notice to terminate on RfL under clause 38.3, then RfL has the

option either to accept such notice (in which case this Agreement shall terminate

on the date set out in that notice) or to respond in writing on or before the date

falling ten Working Days after the date of its receipt stating that it requires this

Agreement to continue (a "Continuation Notice").

(c) If RfL gives the SP a Continuation Notice then:

(i) for so long as the Force Majeure Event (or its consequences) continues, RfL

shall pay to the SP with effect from the date on which this Agreement would

have terminated under clause 50.1(a) or (b) (as the case may be) if the SP

was complying in full with its obligations under the Agreement (assuming

any Units which have not been Accepted would have been Accepted in

accordance with the current programme) the Service Payment less an

amount equal to those costs saved by the SP, or which the SP should be

able to mitigate (using all reasonable endeavours to do so), as a result of

the SP being prevented from carrying out its obligations by the Force

Majeure Event and/or its consequences; and

(ii) this Agreement will not terminate pursuant to the SP's notice under clause

38.3 but will terminate on the earliest to occur of:

(A) expiry of written notice (of at least 28 days) from RfL to the SP

served at any time while the Force Majeure Event (or its

consequences) are continuing that it wishes this Agreement to

terminate;

(B) the second anniversary of the occurrence of the relevant Force

Majeure Event provided such Force Majeure Event (or its

consequences) are continuing as at such date; and

(C) this Agreement being terminated in accordance with any other

provisions of this Agreement.

(d) If during the currency of any Continuation Notice, termination occurs pursuant to

clause 50.1(c)(ii)(C) as a result of an SP Default then RfL shall pay the SP the

applicable amount set out in schedule E6 (Termination Payments).

50.2 Deemed notice

If RfL fails to respond to the notice given by the SP pursuant to clause 50.1(b) within the

specified ten Working Day period then RfL shall be deemed to have served notice

requiring the Agreement to continue.

50.3 Ineffectiveness

(a) In the event that a third party starts proceedings seeking a Declaration of

Ineffectiveness and, as a result of such proceedings, a relevant court either:

(i) declares that the Agreement is Ineffective; or

REDACTED VERSION

(ii) orders that the Concession Period be shortened,

then this Agreement will terminate with immediate effect.

(b) Where RfL is served with any third party proceedings in relation to the subject

matter of this clause 50.3, RfL undertakes to serve a notice on the SP forthwith to

keep the SP informed of the progress of said proceedings, including in relation to

any determination or order of the nature described in clause 50.3(a).

50.4 Major Depot Change

(a) If it is entitled to do so pursuant to paragraph 3.1 or 5.4 of part 1 of schedule A8

(Change Procedure) then RfL may serve a notice of termination on the SP.

(b) This Agreement will terminate on the date falling 28 days after the date of receipt

by the SP of the notice referred to in clause 50.4(a) and the provisions of clause

52.1(f) shall apply.

51. CORRUPT GIFTS TERMINATION

51.1 Prohibited Act

(a) The SP warrants that in entering the Agreement it has not committed any

Prohibited Act.

(b) If the SP or any Subcontractor (or anyone employed by or acting on behalf of or

associated with any of them or any of its or their agents or shareholders) commits

any Prohibited Act, then RfL shall be entitled to act in accordance with clause 51.2

below.

(c) For the purposes of clause 51.1(b) above, whether a person is associated with the

SP or any of its Subcontractors shall be determined in accordance with section 8 of

the Bribery Act 2010.

51.2 Party committing the Prohibited Act

(a) Notwithstanding clauses 51.2(b) and 51.2(c), if a Prohibited Act is committed by

the SP (including any of its officers) or by an employee not acting independently of

the SP, then RfL may terminate the Agreement by giving notice to the SP provided

that, if the Prohibited Act is an offence under section 7(1) of the Bribery Act 2010,

RfL may not terminate the Agreement unless, acting reasonably, it considers

termination of the Agreement to be in the best interests of the Project.

(b) If the Prohibited Act is committed by an employee of the SP acting independently

of the SP, then RfL may give notice to the SP of termination and this Agreement

will terminate, unless within 28 days of receipt of such notice the SP terminates the

employee's employment and (if necessary) procures the performance of such part

of the Project by another person.

(c) If the Prohibited Act is committed by a Subcontractor (including any of its officers)

or by an employee of that Subcontractor not acting independently of that

Subcontractor then RfL may give notice to the SP of termination and the

Agreement will terminate, unless within 28 days of receipt of such notice the SP

terminates the relevant Subcontract and procures the performance of such part of

the Project by another person provided that, if the Prohibited Act is an offence

under section 7(1) of the Bribery Act 2010, RfL may not terminate the Agreement

unless, acting reasonably, it considers termination of the Agreement to be in the

best interests of the Project.

REDACTED VERSION

(d) If the Prohibited Act is committed by an employee of a Subcontractor acting

independently of that Subcontractor, then RfL may give notice to the SP of

termination and the Agreement will terminate, unless within 28 days of receipt of

such notice the Subcontractor terminates the employee's employment and (if

necessary) procures the performance of such part of the Project by another person.

(e) If the Prohibited Act is committed by another person not specified in clause 51.2(a)

to (d) including by subcontractors of any tier, then RfL may give notice to the SP of

termination and the Agreement will terminate unless within 28 days of receipt of

such notice, the SP procures the termination of such person's involvement (and of

the involvement of his or her employee in the Project) and (if necessary) procures

the performance of such part of the Project by another person provided that, if the

Prohibited Act is an offence under section 7(2) of the Bribery Act 2010, RfL may

not terminate the Agreement unless, acting reasonably, it considers termination of

the Agreement to be in the best interests of the Project.

(f) The SP undertakes to RfL that it will throughout the duration of the Agreement

have in place adequate procedures (as referred to in section 7(2) of the Bribery Act

2010) designed to prevent persons associated with the SP from bribing any person

with the intention of obtaining or retaining business for the SP or with the intention

of obtaining or retaining an advantage in the conduct of business for the SP.

51.3 Termination notice

Any notice of termination under this clause 51 shall specify:

(a) the nature of the Prohibited Act;

(b) the identity of the party whom RfL believes has committed the Prohibited Act; and

(c) the date on which the Agreement will terminate, in accordance with the applicable

provision of this clause.

52. PAYMENTS FOR TERMINATION

52.1 Payment

If this Agreement is terminated:

(a) as a result of an SP Default in accordance with clause 47 (SP Default), the SP shall

pay to RfL the amount set out (to the extent applicable) in paragraphs 1, 2 and 3

of schedule E6 (Termination Payments);

(b) as a result of an RfL Default pursuant to clause 48 (RfL Default) or voluntarily by

RfL pursuant to clause 49.1, RfL shall pay to the SP the amounts set out in

paragraphs 4 and 5 of schedule E6 (Termination Payments);

(c) as a result of a Force Majeure Event pursuant to clause 50.1(a), 50.1(b) or

50.1(c)(ii)(A) or (B), RfL shall pay to the SP (or the SP shall pay to RfL, as

applicable) the amounts set out in paragraphs 4 and 5 of schedule E6 (Termination

Payments);

(d) (i) as a result of a Prohibited Act pursuant to clause 51 (Corrupt Gifts

Termination); or

(ii) in the circumstances set out in clause 50.1(d),

RfL shall pay to the SP (or the SP shall pay to RfL, as applicable) the amounts set

out in paragraphs 1, 2 and 3 of schedule E6 (Termination Payments),

REDACTED VERSION

(e) (i) pursuant to clause 46 (Insurance); or

(ii) as a result of Ineffectiveness under clause 50.3,

RfL shall pay to the SP the amounts set out in paragraph 6 of schedule E6

(Termination Payments),

(f) pursuant to clause 50.4, RfL shall pay to the SP the amount set out in paragraphs 4

and 5 of schedule E6 (Termination Payments),

and in the case of each of (a) to (f) above (to the extent applicable) paragraphs 7 to 9

(inclusive) of schedule E6 (Termination Payments) shall apply.

52.2 Saving provisions

(a) Termination of this Agreement shall be without prejudice to any right or remedy of

either Party against the other accruing or accrued prior to such termination

including any right to claim damages for any antecedent breach of this Agreement

or accruing after termination in respect of those clauses referred to in clause

52.2(d) and any right to claim damages or other relief in relation thereto but

subject in the case of the SP to clause 52.1.

(b) Subject to clause 52.2(f), the rights of RfL in respect of termination are in addition

and without prejudice to any right which RfL may have to obtain redress or relief

available at Law (whether by way of damages, specific performance or otherwise)

in respect of an SP Default provided that RfL shall not be entitled to recover twice

in respect of the same loss.

(c) Save as set out in this clause 52 and in schedule E6 (Termination Payments), the

SP shall not be entitled to any payment or any other remedy as a consequence of

termination of this Agreement.

(d) Termination of this Agreement shall not affect the continuing rights and obligations

of the Parties under any clause which is expressed to survive termination or which

is required to give effect to such termination or the consequences of such

termination and without prejudice to the foregoing, clause 64.14 shall apply.

(e) Subject to clause 52.2(d) this Agreement shall be of no further force and effect

following termination of the Concession.

(f) Neither Party shall be entitled to terminate this Agreement except as expressly set

out in this Agreement.

REDACTED VERSION

PART IX – RETURN

53. TITLE FOLLOWING TERMINATION OR EXPIRY

53.1 Title in the Units, Equipment and Depot Moveable Assets

(a) Upon termination or expiry of this Agreement, title in the Units (save for any Free

Issue Materials), Equipment and Depot Moveable Assets shall transfer, if

applicable, in accordance with schedule E6 (Termination Payments).

(b) Upon termination of the Agreement, unless otherwise notified by RfL, title in the

Free Issue Materials (if any) shall vest in RfL (or such other person as it shall

nominate) free from any Security Interest and without charge and the SP shall

ensure that any such Free Issue Materials are removed from any Unit.

53.2 Title in the OOC Depot and the Depot Works

Upon termination of this Agreement at any time, the Licence Period shall come to an end

and title in the OOC Depot, the Depot Works (whether or not completed), the Depot Fixed

Assets (to the extent that they are fixed to the OOC Depot or the Depot Works) shall

remain with RfL (or such other persons as it shall nominate) free from any Security

Interest (other than any RfL arranged Security Interest).

54. GENERAL OBLIGATIONS FOLLOWING TERMINATION OR EXPIRY

54.1 Assignment of warranties and guarantees

(a) The SP shall procure that all warranties and guarantees in respect of the Works or

any maintenance work carried out on the OOC Depot, Units or Equipment that

remain in force at the date of termination of the Concession are capable of

assignment and shall assign to RfL the benefit free from any Security Interest of all

such warranties and guarantees.

(b) Upon termination of this Agreement, clauses 57.3 and 57.4 shall apply and each of

the items specified in clauses 54.1(b)(i) and (ii) below shall vest in RfL (or such

other person as RfL shall nominate, free from any Security Interest and without

charge and otherwise on the basis set out in the relevant clause:

(i) the benefit of the rights, obligations, undertakings, guarantees, warranties

or other commitments given by the Subcontractors, the Depot Designer and,

insofar as it is legally able to do so, by any subcontractors and suppliers of

any tier in relation to the Return Assets; and

(ii) the benefit of the agreements, licences and other instruments in respect of

the Return Assets.

54.2 Handover of documentation

The SP shall ensure that all documentation and rights to use and copy such

documentation required to enable RfL to continue to perform the Crossrail Services in

accordance with Good Industry Practice shall be up to date and handed over to RfL upon

termination of the Concession in accordance with schedule A14 (Return Condition).

54.3 Continuance of maintenance activities

(a) The SP shall continue to perform the Services under this Agreement as normal up

to the date of termination as though it were responsible for continuing such

activities thereafter, unless other phased termination procedures are agreed

between the Parties prior to the date of termination.

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(b) The SP shall give full co-operation to RfL (or to any nominee of RfL) to ensure a

smooth and trouble-free transition with no degradation in the standard of the

Services.

54.4 Transfer of employees

The Parties agree that if:

(a) the termination of any of the Services; or

(b) the termination of the Concession,

amounts to a relevant transfer under TUPE then the contracts of employment of the

Transferring Employees shall (subject to any valid objection by any of the Transferring

Employees under regulation 4(7) of TUPE) have effect from the date of such relevant

transfer ("Exit Transfer Date") as if originally made between those Transferring

Employees and RfL, or as the case may be, a Future Service Provider, and only in such

circumstances shall the following clauses 54.5 to 54.9 apply.

54.5 Employee information

(a) The SP shall (and shall procure that any Subcontractor shall):

(i) within the period of 12 months immediately preceding the Expiry Date; or

(ii) immediately following the service of a notice to terminate pursuant to

clauses 46.25(a)(ii)(E)(bb), 47.2, 47.3, 48.2, 49.1, 50.1, 50.3 or 50.4; or

(iii) following RfL notifying the SP of its intention to retender this Agreement:

(A) on receiving a request from RfL provide in respect of any Assigned

Employees full and accurate details regarding the identity, number,

age, sex, length of service, job title, grade and terms and conditions

of employment of and other matters affecting each of those Assigned

Employees who it is expected, if they remain in the employment of

the SP (or of any Key Subcontractor or Subcontractor) until

immediately before the Termination Date would be Transferring

Employees (the "Retendering Information");

(B) provide the Retendering Information promptly and at no cost to RfL

and permit RfL to copy the Retendering Information to any person

who has been asked to participate in the retendering of this

Agreement and to any Future Service Provider;

(C) notify RfL forthwith in writing of any material changes to the

Retendering Information promptly as and when such changes arise;

(D) be precluded from making any material increase or decrease in the

numbers of Assigned Employees other than in the ordinary course of

business and with RfL's prior written consent (such consent not to be

unreasonably withheld or delayed);

(E) be precluded from making any increase in the remuneration or other

change in the terms and conditions of the Assigned Employees other

than in the ordinary course of business and with RfL's prior written

consent (such consent not to be unreasonably withheld or delayed);

and

REDACTED VERSION

(F) be precluded from transferring any of the Assigned Employees to

another part of its or their business or moving other employees from

elsewhere in its or their business who have not previously been

employed or engaged in performing the obligations under the Project

Documents, to perform such obligations, save with RfL's prior written

consent (such consent not to be unreasonably withheld or delayed).

(b) Without prejudice to clause 54.5(a) the SP shall provide and shall procure that any

Key Subcontractor or relevant Subcontractor shall:

(i) provide to RfL or any Future Service Provider ten Working Days before the

Exit Transfer Date, the Employee Liability Information and a final list of

Transferring Employees; and

(ii) warrant at the time of providing the Employee Liability Information that it

will be updated to take account of any changes to it as are required by

TUPE.

54.6 Consultation

(a) In good time prior to the Exit Transfer Date, the SP and RfL agree to discuss the

respective communications programmes that will be delivered to their respective

employees (including any employees of any Key Subcontractor or Subcontractor)

and they will also discuss the process by which the transfer will take place

(including the consultation process). The SP will also discuss its employee

communications programme with any Future Service Provider.

(b) The SP will (and will procure that any Key Subcontractor or Subcontractor will)

comply with its or their obligations to elect appropriate representatives and inform

and consult with the appropriate employees and any recognised trade unions or

other employee representatives in accordance with regulation 13 of TUPE.

(c) RfL will comply and will use reasonable endeavours to procure that any Future

Service Provider will comply with its/their obligations to inform and consult, and to

provide the SP (or any Key Subcontractor or Subcontractor) with such information

as is required to enable it to consult, in accordance with regulation 13 of TUPE.

54.7 Wrong pocket arrangements

(a) If the contract of employment of any of the Transferring Employees is found or

alleged not to have effect after the Exit Transfer Date as if originally made with RfL

or any Future Service Provider (save in circumstances where TUPE does not apply

or where that Transferring Employee has objected under regulation 4(7) of TUPE)

RfL or the Future Service Provider, in consultation with the SP, may within five

Working Days of being informed of such finding or allegation make to such

Transferring Employees an offer in writing to employ him/her under a new contract

of employment to take effect on the termination referred to in clause 54.7(b)

below.

(b) Upon the offer referred to in clause 54.7(a) above being accepted by the employee,

the SP will (or will procure that the relevant Key Subcontractor or Subcontractor

will) allow the employee to terminate his or her contract of employment with the

SP or the relevant Key Subcontractor or Subcontractor with immediate effect, and

will waive any right it may otherwise have against the employee to enforce his or

her contractual notice period. The SP shall indemnify the Indemnified Parties and

any Future Service Provider against all Employment Losses arising out of or as a

result of any act or omission by the SP or any Key Subcontractor or Subcontractor

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in relation to such employee occurring prior to the termination of their

employment.

(c) If the contract of employment of any person(s) who is not a Transferring Employee

(an "Unexpected Employee") is found or alleged to have effect after the Exit

Transfer Date as if originally made with RfL or a Future Service Provider, then RfL

or such Future Service Provider may terminate the employment of the Unexpected

Employee and the SP shall indemnify the Indemnified Parties and any Future

Service Provider against all Employment Losses of any of the Indemnified Parties

and any Future Service Provider arising directly or indirectly in relation to the

Unexpected Employee.

54.8 Payment obligations

(a) In connection with any transfer under clause 54.4, the SP will (and will procure that

the Key Subcontractor or Subcontractor will) perform and discharge all of its or

their payment obligations in respect of the Transferring Employees which are due

and payable before the Exit Transfer Date and will use reasonable endeavours to

procure that any relevant Key Subcontractor or Subcontractor will perform and

discharge all of their payment obligations due and payable before the Exit Transfer

Date in respect of any persons employed or engaged by any such Key

Subcontractor or Subcontractor in respect of the performance of its or their

obligations under the Project Documents.

(b) In connection with any transfer under clause 54.4, RfL will (or will use reasonable

endeavours to procure that any Future Service Provider will) perform and discharge

all of its (or their) payment obligations arising after the Exit Transfer Date in

respect of those Transferring Employees whose details have been provided to RfL

pursuant to clause 54.5(b).

(c) For the purpose of this clause 54.8, references to "payment obligations" shall

include all remuneration, benefits, entitlements, outgoings, wages and salary,

holiday pay, bonuses, commissions and incentives, and any income tax withholding

or payment obligations, national insurance or other social security obligations and

pension contributions.

54.9 Indemnities for Employment Losses

(a) The SP will indemnify on an ongoing basis the Indemnified Parties or any Future

Service Provider against all Employment Losses arising out of or as a result of:

(i) failure by the SP's or any Key Subcontractor or Subcontractor to perform

and discharge any of the payment obligations under clause 54.8(a);

(ii) any breach of regulation 11 of TUPE;

(iii) any act or omission by the SP or any Key Subcontractor or Subcontractor in

relation to any Transferring Employees occurring on or before the Exit

Transfer Date;

(iv) any unlawful misrepresentation or misstatement, whether negligent or

otherwise, made by the SP or any Key Subcontractor or Subcontractor to

any of the Transferring Employees or any trade union, works council, staff

association or other employee representative representing such Transferring

Employees; and

(v) any failure by the SP or any Key Subcontractor or Subcontractor to comply

with any requirement of regulation 13 of TUPE, except to the extent that

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such failure arises out of a failure by RfL or a Future Service Provider to

comply with regulation 13(4) of TUPE.

(b) If:

(i) any collective agreement has not been disclosed in writing to RfL at least ten

Working Days before an Exit Transfer Date; and

(ii) as a result of the provisions of TUPE such collective agreement has effect as

if originally made between RfL or any Future Service Provider and any trade

union,

then the SP will indemnify the Indemnified Parties on an ongoing basis against all

Losses arising from, or related to, the continuation of and compliance with such

agreement.

(c) RfL will indemnify on an ongoing basis the SP against all Employment Losses

arising out of or as a result of:

(i) RfL's (or any Future Service Provider's) failure to perform and discharge any

of its obligations under clause 54.8(b);

(ii) any act or omission by RfL or any Future Service Provider in relation to the

Transferring Employees occurring after the Exit Transfer Date; and

(iii) any failure by RfL or any Future Service Provider to comply with regulation

13(4) of TUPE in respect of the transfer of the Transferring Employees.

54.10 Termination of the Concession

In this clause 54, references to the termination of the Concession shall be deemed to

include termination of the Concession for whatever reason including the expiry of the

Concession Period.

55. TERMINATION PRIOR TO EXPIRY

55.1 Without prejudice to the requirements of clause 54 (General Obligations following

Termination or Expiry), upon termination of the Agreement for whatever reason occurring

prior to the Expiry Date except as a result of an RfL voluntary termination pursuant to

clause 49.1, the SP shall co-operate with RfL to establish and implement, as far as

reasonably practicable, the procedures described in clause 56.1 and schedule A14 (Return

Condition).

55.2 RfL shall (acting reasonably) determine and advise the SP of the reduced timescales for

carrying out those Return procedures agreed pursuant to clause 55.1 which are

appropriate in the circumstances to ensure an efficient Return with minimum disruption to

the Crossrail Services and the SP shall comply with such timescales.

55.3 Any termination payments due to the SP in the event of early termination (accounting for

any deductions required for putting the Return Assets in the Return Condition) shall be

determined in accordance with the provisions of schedule E6 (Termination Payments).

56. PROCEDURE ON EXPIRY OF CONCESSION PERIOD OR VOLUNTARY TERMINATION

DATE

56.1 Establishment of Return procedures

(a) Without prejudice to clauses 29.2 and 30.10, at least 24 months, but not more

than 30 months, prior to the Expiry Date, the Parties shall establish a committee

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comprising two appropriately qualified and experienced representatives of each

Party who shall be responsible for agreeing procedures and programmes to ensure

that the Return Assets are delivered to RfL in accordance with schedule A14

(Return Condition) with the least inconvenience and disruption to Crossrail

Services.

(b) The procedures and programmes for delivering the Return Assets to RfL shall

include as a minimum the following activities:

(i) examination of maintenance records;

(ii) a detailed inspection of the Units, Equipment (with the exception of the

Station Proprietary Items) and the OOC Depot (including any Depot Fixed

Assets and Depot Moveable Assets) by RfL or an appointed representative at

least 12 months prior to the Expiry Date;

(iii) corrective actions and equipment replacements required to be implemented

by the SP prior to the Expiry Date;

(iv) follow-up inspections and joint progress reviews of the above actions at

least at three monthly intervals;

(v) examination by RfL of the relevant Technical Documents, Spares Inventory,

maintenance facilities, documentation and training proposals 12 months

prior to the Expiry Date; and

(vi) corrective actions needed to rectify any deficiencies found under clause

56.1(b)(v).

(c) The procedures and programmes for handing over the Return Assets shall include

as a minimum the following activities to ensure compliance with the Return

Condition:

(i) examination of maintenance records and delay statistics by RfL;

(ii) a detailed inspection and report of the Units, the Equipment (with the

exception of the Station Proprietary Items) and the OOC Depot (including

any Depot Fixed Assets and Depot Moveable Assets) by RfL at least nine

months prior to the Voluntary Termination Date;

(iii) corrective actions and equipment replacements required to be implemented

by the SP prior to the end of the Concession Period;

(iv) follow-up inspections and joint progress reviews of the above actions at

least at monthly intervals;

(v) the examination by RfL of the relevant Technical Documents, Spares

Inventory, maintenance facilities, documentation and training proposals four

months prior to the end of the Concession Period; and

(vi) corrective actions needed to rectify any deficiency in the aspects examined

in accordance with clause 56.1(c)(v).

(d) The SP shall provide (at its cost) safe access to the facilities for the inspections of

the Return Assets to be carried out by RfL and/or its suitably qualified

representatives. The SP shall also be entitled to have a representative present at

such inspections.

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56.2 SP's obligation to remedy defects and retention

(a) If any of the Return Assets fails to meet the Return Condition following the

inspections and procedures carried out pursuant to clause 56.1, the SP shall, so

that such matters are completed prior to termination of the Concession, at its own

cost remedy all such defects and undertake all such repairs as are required to

ensure that the Return Assets can be returned on termination or expiry of the

Concession or on the Voluntary Termination Date (as the case may be) in the

Return Condition.

(b) RfL shall on and from the date that is 18 Railway Periods prior to the Expiry Date or

nine Railway Periods prior to the Voluntary Termination Date (as applicable) be

entitled to withhold payment equal to the estimated likely costs of remedying all

defects referred to in clause 56.2(a) and carrying out of all such repairs, until such

defects have been remedied and repairs carried out to the reasonable satisfaction

of RfL. The aggregate of such retained Service Payment shall be placed by RfL in

an interest bearing deposit account in its name (the "Retention Account").

(c) The Service Payment placed in the Retention Account pursuant to this clause 56.2

shall be released to the SP on a stage payment basis as and when the SP carries

out repairs or remedies defects to the reasonable satisfaction of RfL with the

intention that such portion of the Service Payment held in the Retention Account

from time to time shall not exceed the estimated likely cost of carrying out the

necessary repairs or remedying the outstanding defects referred to in this clause

56.2.

(d) If on the Return Date such remedial and repair works have not been undertaken by

the SP, RfL shall be entitled to carry out such works and meet its costs incurred out

of the monies in the Retention Account. The balance of monies in the Retention

Account (if any) shall be paid to the SP upon the completion of such remedial and

repair works.

56.3 Failure to agree on Return procedures

If the Parties fail to reach agreement in respect of any of the procedures, programmes

and requirements to be carried out pursuant to clause 56.1(a) by the date 20 months

prior to the expiry of the Concession Period by effluxion of time or, if either Party

disagrees with any findings following inspections and the corrective actions to be taken,

either Party may refer the matter to the Dispute Resolution Procedure which shall decide

the appropriate course of action to be taken so as to meet the requirements of this

Agreement.

56.4 Training and technical support

(a) Commencing 12 months prior to the expiry of the Concession Period or (in

circumstances where RfL has given notice under clause 49.1(b)) six months prior

to the Voluntary Termination Date the SP, at RfL's cost, shall conduct an effective

training programme for various categories of RfL staff and third party staff

nominated by RfL who will be responsible for maintenance of the OOC Depot or the

Units following the expiry of the Concession Period to ensure the successful

continuation of the Services.

(b) The content and style of and programme for the training shall be submitted to RfL

by the SP for review 18 months prior to the expiry of the Concession Period or

seven months prior to the Voluntary Termination Date and the SP shall comply with

RfL's reasonable requirements in relation thereto.

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(c) The training shall be supported by appropriate documentation and training manuals

and shall include practical fieldwork or "on-the-job" training in addition to

classroom sessions.

56.5 Continued technical support

For a period of two years from the last day of the Concession Period the SP shall provide

to RfL, at RfL's cost, such access as RfL may reasonably require to persons having the

appropriate knowledge and experience of the history of the OOC Depot, Units, Equipment

and associated technical matters for the following purposes:

(a) general technical advice on subjects for which the SP was responsible during the

Concession Period; and

(b) interpretation of maintenance history data, drawing modifications, regulations and

the like.

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PART X – GENERAL AND MISCELLANEOUS

57. INTELLECTUAL PROPERTY RIGHTS

57.1 Ownership of IPR

(a) Nothing in this Agreement shall operate to transfer any IPR of either Party (or of

either Party's Affiliates or subcontractors) to any other person save to the extent

set out in this Agreement.

(b) All IPR developed or created by a Party, or on behalf of that Party, in the course of

performing that Party's obligations under this Agreement, or any other Project

Document, shall belong to that Party or its subcontractors, as appropriate.

57.2 Licence granted by the SP during Concession

The SP hereby grants to RfL an irrevocable, perpetual, cost-free, assignable and non-

exclusive licence (or sub-licence, as applicable), with the right to grant sub-licences to any

number of tiers, of the SP IPR, the Key Subcontractor IPR and the Third Party IPR, in each

case for the purposes of:

(a) the testing, commissioning, use, operation, maintenance, modification,

refurbishment and overhaul, and any related activity (including Fault rectification or

other works pursuant to clauses 26 (Diagrams) and 29 (Provision of services by

third parties)), of the Units and the Equipment and any related equipment, and

permitting RfL and the CTOC to operate the Units and use the Equipment and/or

any other item to be supplied pursuant to this Agreement for the purpose of

operating the Crossrail Services and any activity related to the delivery of and

integration with the Crossrail Project generally including interfaces between the

Units and the Crossrail Infrastructure and systems;

(b) the testing, commissioning, use, operation, maintenance, modification,

refurbishment and overhaul, and any related activity, of the OOC Depot and any

related assets and equipment;

(c) carrying out the Services;

(d) complying with all Applicable Laws and Standards and all Relevant Approvals;

(e) using and copying the Technical Documents and the Health and Safety File to the

extent necessary to perform any of the purposes specified in this clause 57.2

including accessing any software used for using or accessing such documents;

(f) training personnel to carry out any of the activities described in clauses 57.2(a),

57.2(b) and 57.2(c);

(g) allowing the CTOC to perform, manage and operate the Crossrail Franchise and all

related activities;

(h) inviting tenders for any of the activities described in clauses 57.2(a) to 57.2(g)

(inclusive); and

(i) RfL and/or the CTOC and/or CRL pursuant to clause 7 (Relationship with CTOC, CRL

and Representatives) performing RfL's obligations or exercising RfL's rights under

this Agreement.

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57.3 Licence granted by the SP with effect from termination or expiry

With effect from the termination or expiry of this Agreement or on a TSSSA Change, the

SP hereby grants to RfL an irrevocable, perpetual, cost-free, assignable and non-exclusive

licence (or sub-licence, as applicable), with the right to grant sub-licences to any number

of tiers, of the SP IPR, the Key Subcontractor IPR and the Third Party IPR, in each case for

the purposes set out in clause 57.4.

57.4 Licence purposes

The purposes referred to in clause 57.3 are procuring the fulfilment and performance of

what were the SP's obligations under this Agreement while it was in force including:

(a) the manufacture of Spares;

(b) the carrying out of any Modification;

(c) the manufacture of any Equipment or any item of equipment for use in connection

with the Units;

(d) modifications to the Units and manufacture of any parts, spares or additional

equipment that might interface with the Units where termination of this Agreement

has occurred after the Minimum Fleet has been reached in order to ensure

compatibility between the Units of the Minimum Fleet and other units to be

acquired or operated to perform the Crossrail Services;

(e) those operational, management and maintenance obligations relating to the OOC

Depot;

(f) performing any other of the SP's obligations under this Agreement generally,

including accessing the SP's web-based applications for the Manuals; and

(g) the sale or scrapping of the Units and any Equipment,

in each case whether by RfL itself or by any person appointed by RfL to carry out these

obligations but in each case excluding the manufacture of entire Units.

57.5 Documentation

Upon request from RfL, the SP shall execute such further documents, and do such other

things, as RfL may reasonably request in order to obtain for RfL the full benefit of this

clause 57, at no cost to RfL.

57.6 TfL IPR

(a) RfL hereby grants to the SP a non-transferable, non-assignable, non-exclusive,

cost-free licence (carrying the right to grant a sub-licence to the Train Maintainer)

to use the TfL IPR for the Concession Period, only for the purposes of and to the

extent necessary for performing the SP's obligations under this Agreement,

provided that the licence referred to in this clause 57.6 shall not include the right

to use the TfL IPR in combination with any other trade marks or logos, or other

than in the terms and in compliance with the standards set out in part 2 of

schedule A10 (Intellectual Property Rights) without RfL's prior written consent, to

be given or withheld in its absolute discretion.

(b) Without prejudice to the rest of this Agreement, RfL shall be entitled at any time to

request that the SP supplies copies and/or details of items on or in relation to

which it uses, or intends to use, TfL IPR and/or the manner in which such items are

used or are to be used. If in RfL's reasonable opinion any actual or proposed use

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of TfL IPR falls below the quality required by the standards referred to in clause

57.6(a) or otherwise does not comply with the requirements of use and versions of

the TfL IPR set out in part 2 of schedule A10 (Intellectual Property Rights) RfL shall

give written notice of that fact to the SP and the SP shall take action as is

necessary so as to comply with such standards and part 2 of schedule A10

(Intellectual Property Rights), taking into account RfL's instructions.

(c) The SP shall not be entitled to, and agrees not to, bring or take any action against

any third party for infringement by them of TfL IPR, but shall, if it suspects that

such infringement has or may occur, give notice to RfL and RfL shall decide in its

absolute discretion whether or not to take or bring any such action, and the SP

shall provide all reasonable assistance.

(d) Without prejudice to clause 54 (General Obligations following Termination or

Expiry) to clause 56 (Procedure on Expiry of Concession Period or Voluntary

Termination Date) on termination of this Agreement or the Concession Period,

however arising, as soon as possible after the termination date, if and to the extent

that RfL elects, the SP shall remove all TfL IPR or, where the removal is not

practicable, destroy or, if RfL so elects, deliver to RfL or to any person nominated

by RfL, all items and documents which RfL does not require for the continued

operation, maintenance, repair or enhancement of the Units and/or the Crossrail

Services in any aspects of the Concession where TfL IPR is used.

57.7 Distinctive features

(a) The SP acknowledges that the Interior Features and the Exterior Features will be

designed and fitted out in accordance with the Train Technical Requirements and

any further requirements of this Agreement including the Schedule of Finishes and

that (without prejudice to the fact that the TfL IPR is owned by the TfL Group) all

Interior Features IPR and Exterior Features IPR shall be licensed by the SP either

on behalf of itself or its Subcontractors (as appropriate) to RfL in accordance with

clause 57.2 and clause 57.3 (as appropriate).

(b) Without prejudice to clause 57.6 in respect of the TfL IPR and without prejudice to

clause 57.19, neither the SP nor any of its Subcontractors shall replicate the

Interior Features and/or Exterior Features in the course of providing services or

units, equipment or train services to a third party without the prior written consent

of RfL not to be unreasonably withheld.

(c) RfL shall have the right, without further charge, to use and to allow any member of

the TfL Group and its employees, agents, advisors and consultants to use the

Interior Features IPR and the Exterior Features IPR for the purposes of developing

and implementing other TfL Group transport projects.

(d) Without prejudice to clauses 57.2 and 57.3, the SP hereby grants to RfL an

irrevocable, perpetual, cost-free, assignable, and non-exclusive licence (or sub-

licence, as applicable) with the right to grant sub-licences to any number of tiers of

the Interior Features IPR and the External Features IPR for the purposes set out in

clause 57.7(c) above.

57.8 SP representation and warranty

The SP represents and warrants to RfL that:

(a) in doing any of those things referred to in clause 57.2, clause 57.3, clause 57.4,

clause 57.7 and clause 57.18, neither RfL nor any of its sub-licensees, of whatever

tier; and

REDACTED VERSION

(b) in performing its obligations under this Agreement, neither the SP nor any

Subcontractor,

will infringe or make unauthorised use of any IPR of any person.

57.9 SP indemnity

Without prejudice to:

(a) clause 57.8; or

(b) the ability of RfL to claim damages, on any basis available to it, in the event that

any of the representations or warranties in clause 57.8 proves to be untrue or

misleading or is breached (as the case may be),

and subject to clause 57.15, the SP shall indemnify and pay the Indemnified Parties, on

demand, the amount necessary to put all such Indemnified Parties and each of their sub-

licensees into the position which would have existed if the said representations and

warranties had been true and not misleading or not broken (as the case may be),

together with all Losses incurred by them as a result of such breach.

57.10 Liability for sub-licensees

The SP shall be liable for all acts and omissions of any person to whom it sub-licenses any

TfL IPR that, if done or omitted to be done by the SP, would be a breach of the licence

granted to the SP pursuant to this clause 57 or would otherwise breach any of the

obligations of the SP contained in this clause 57.

57.11 RfL representation and warranty

RfL represents and warrants to the SP that in doing any of those things referred to in

clause 57.6, provided that the SP complies, and procures that its Subcontractors comply

strictly with the requirements of this Agreement, neither the SP nor any of its

Subcontractors will infringe or make unauthorised use of any IPR of any person.

57.12 RfL indemnity

Without prejudice to clause 57.11 and subject to clause 57.15, RfL shall indemnify and

pay the SP, on demand, the amount necessary to put the SP and each of its

Subcontractors into the position which would have existed if the representations and

warranties in clause 57.11 had been true and not misleading or not broken (as the case

may be), together with all Losses incurred by them as a result of such breach.

57.13 Notification and handling of claims

Without prejudice to clauses 57.8, 57.9, 57.11 and 57.12, if either Party (which, in the

case of RfL, shall include the Indemnified Parties) becomes aware of a matter which might

give rise to liability for the other under clause 57.9 or clause 57.12 (an "IPR Claim"):

(a) that Party shall, to the extent known to it, notify the Indemnifying Party promptly

of the scope and nature of the proposed IPR Claim and the grounds on which it is

based;

(b) to the extent that such IPR Claim involves, or may involve, a claim against the

other Party ("Other Party"), the Other Party shall, at the Indemnifying Party's

cost:

REDACTED VERSION

(i) take such action as the Indemnifying Party may reasonably request to

dispute, resist, appeal, compromise, defend, remedy or mitigate that claim;

and

(ii) subject to clauses 57.13(d) and (e), in connection with proceedings related

to that claim, if the Indemnifying Party so requests, allow the Indemnifying

Party exclusive conduct of those proceedings,

provided that in each case the Indemnifying Party shall indemnify the Other Party

against any Losses incurred by the other Party as a result and the provisions of

clause 45 (Indemnities) shall apply to such indemnity;

(c) the Other Party shall not admit liability in respect of, nor settle, any such claim

without first obtaining the Indemnifying Party's prior written consent, such consent

not to be unreasonably withheld;

(d) where the Indemnifying Party exercises its right pursuant to clause 57.13(b)(ii) to

exclusive conduct of proceedings, the Indemnifying Party shall keep the Other

Party informed of the progress of the relevant claim, and the Other Party shall be

entitled to be consulted by the Indemnifying Party and given a reasonable

opportunity to express its opinions prior to the Indemnifying Party taking any

decision material to the conduct of that claim, including any admission of liability

by the Indemnifying Party or the settlement or compromise by the Indemnifying

Party of that claim;

(e) where the Indemnifying Party does not exercise its right pursuant to clause

57.13(b)(ii) to exclusive conduct of any proceedings within 30 days of the date of

the notification referred to in clause 57.13(a), the Indemnifying Party shall, at its

own cost, provide any assistance required by the Other Party to dispute, resist,

appeal, compromise, defend, remedy or mitigate that claim; and

(f) the SP agrees not to take any action pursuant to this clause 57.13 which may have

an adverse impact on the business dealings, public authority duties or position of

RfL or any member of the TfL Group.

57.14 Remedy for infringement

Without prejudice to clause 57.8, if in the reasonable opinion of RfL the carrying out of

any of the activities in clause 57.2, clause 57.3, clause 57.4, clause 57.7 and clause 57.18

might infringe the IPR of a third party ("Infringement") the SP shall, at its expense,

either:

(a) procure for RfL (and its sub-licensees) a licence to use such IPR as may be

applicable in order to remove the risk of such Infringement arising; or

(b) at the SP's election, either:

(i) modify such Unit, Equipment, part of the OOC Depot or other IPR Asset as

may be applicable to remove the risk of such Infringement arising; or

(ii) replace such Unit, Equipment, part of the OOC Depot or other IPR Asset to

remove the risk of such Infringement arising,

provided however that the modification or replacement shall at all times comply

with all the requirements of this Agreement.

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57.15 Exclusion

The provisions of clauses 57.8, 57.9, 57.11 and 57.12 shall not apply to the extent that

any infringement, or claim for any infringement, of IPR is caused by:

(a) the use by the Other Party (as defined in clause 57.13(b)) (or any of their sub-

licensees) of any Unit, item of Equipment, Technical Document or the OOC Depot

otherwise than in accordance with the licences granted to them pursuant to this

clause 57, or any other breach by the Other Party (or its sub-licensees) of, or non-

compliance by the Other Party (or its sub-licensees) with, those licences; and

(b) in respect of any obligation or liability of RfL only, any modification or adaptation of

any Unit, item of Equipment, Technical Document or part of the OOC Depot other

than by the SP, a Key Subcontractor or any of their Affiliates, subcontractors or

licensees other than (i) as authorised by the Change Procedure; or (ii) pursuant to

any right in this Agreement for RfL to carry out work or services or engage a third

party to do so; or (iii) following termination of this Agreement.

57.16 Software

(a) The SP shall ensure in respect of all Software that is used for the design,

manufacture, construction, testing, commissioning, supply, use, operation,

maintenance, modification or refurbishment of any Unit, Equipment or the OOC

Depot that:

(i) there is orderly documented progress from the functional requirements to

the final code and provision for regular verification and testing at each stage

of the design process;

(ii) the documentation for such Software is such as to enable an appropriately

qualified person (who was not involved in the original design) to relate the

Software to the performance of the relevant equipment under normal and

fault conditions and to verify its compliance with the functional requirements

of that equipment; and

(iii) where no particular standard is specified by the Technical Requirements, it is

designed and documented following a nationally or internationally

recognised standard using recognised quality control methods.

(b) The SP shall in respect of Software owned by the SP or any Subcontractor, at all

times during the period from the Commencement Date until the end of the 35-year

economic life of each Unit:

(i) retain updated "as made" copies, in machine readable form, of the final

structure of the Software, and of the intermediate stages leading to it

(including Source Code and object codes);

(ii) retain updated usable copies of any ancillary computer programs used to

generate such codes (including compilers);

(iii) without prejudice to the provisions of any Escrow Agreement entered into

under clause 57.18, keep copies of the materials referred to in this clause

57.16 in a secure manner and place such that they will not deteriorate;

(iv) retain the Software (including Source Code) designed by the SP and/or any

Key Subcontractor; and

(v) allow RfL reasonable access to the Software (excluding the Source Code)

and all relevant documentation.

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57.17 Cessation of Software Support

If the SP or any Subcontractor (including any tier of subcontractor to a Subcontractor

relating to the matters concerning the SP's obligations under this Agreement supplying

any of the Software) stops trading or withdraws (or makes known its intention to

withdraw) support for that Software, the SP shall, without additional charge, use

reasonable endeavours to procure the transfer to RfL of all rights in and to the Software in

question for the Units or the relevant type of Equipment or the OOC Depot or enter into

reasonable alternative arrangements to ensure continued supply and support of such

Software for the purposes of this Agreement.

57.18 Escrow Agreement

(a) The SP and RfL shall have executed the Escrow Agreement with respect to the

Source Code and the Software in the form contained in part 1 of schedule A10

(Intellectual Property Rights) and shall have procured that the Escrow Agent has

also signed such Escrow Agreement prior to the date of this Agreement. Thereafter

the SP and RfL shall comply with the Escrow Agreement.

(b) The SP shall place the Source Code and any relevant Software (the "Escrow

Material") in escrow with the Escrow Agent on the terms set out in the Escrow

Agreement as soon as reasonably possible after its completion and in any event

within 28 days of the commencement of the Agreed Testing Programme.

Thereafter the SP shall update the version of the Source Code in escrow:

(i) immediately after the close out meeting following Assurance Acceptance of

the Detailed Unit Design Submission as set out in paragraph 7.7(b) of part 2

to schedule A4 (Assurance);

(ii) on Provisional Acceptance of the first Unit to be Provisionally Accepted;

(iii) at the point that the Minimum Fleet has been Provisionally Accepted;

(iv) on Final Acceptance of the final Unit to be Finally Accepted; and

(v) on Fleet Acceptance,

unless the Escrow Agreement states more frequently in which case the SP shall

update it in accordance with this clause and the Escrow Agreement.

Thereafter the SP shall effect updates at regular, frequent intervals of no more

than six months and the Source Code shall be up to date on any termination of this

Agreement.

(c) The SP and RfL shall pay the fees of the Escrow Agent in connection with the

placement, storage and release of the Source Code in the proportions set out in the

Escrow Agreement.

(d) Without prejudice to clause 57.2 and clause 57.3, the SP hereby grants to RfL a

perpetual, non-exclusive, irrevocable, cost-free licence to use, reproduce, modify,

adapt and enhance the Source Code and to authorise a third party to do so. RfL

shall be entitled to grant sub-licences and to assign this licence provided that the

licence granted under this clause 57.18(d) shall only become effective if RfL

becomes entitled to obtain access to the Source Code pursuant to the terms of the

Escrow Agreement.

(e) The Escrow Material shall be released to RfL on the occurrence of an Escrow

Release Event pursuant to the Escrow Agreement.

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57.19 Branding and advertising

(a) Units

Once a Unit is Accepted, the SP shall not, and shall procure that the Train

Maintainer and other third parties (except the CTOC and any other third party

approved in writing by RfL) shall not:

(i) use:

(A) any of their trade marks, service marks, symbols, logos, company

names, trade names, domain names, designs, get-up, livery,

taglines, advertising or other indicators of origin; or

(B) any marketing, promotional and/or advertising material, in any media

(whether now known or hereafter developed, including any printed

media, display screen, transmission and/or telecommunications

system),

on or in any part (including any interior or external surface) of that Unit that is

visible to passengers during normal operation; or

(ii) authorise, permit, procure, assist or enable any third party to do any of the

acts referred to in clause 57.19(a)(i),

other than (aa) applying the SP's logo on the footplate of each Vehicle; and (bb) as

agreed in writing by RfL.

(b) OOC Depot

The SP shall not display any branding or commercial logos at the OOC Depot which

are not provided for in the Depot Specification or otherwise expressly approved by

RfL in writing.

57.20 Language

Except to the extent required by local patent registries, all documents which contain or

show evidence of IPR licensed under this Agreement by the SP shall be in English. Where

a document containing or showing evidence of IPR is in a language other than English, the

SP shall provide a translation into English.

57.21 Survival

Other than clause 57.6, this clause 57 and/or any liability howsoever arising in connection

under it, shall survive the termination of this Agreement.

58. NOTICES

58.1 Requirement for notice in writing

(a) Any notice, consent, approval, certificate or determination to be given or issued by

any person under this Agreement shall be deemed a "notice" and shall be in writing

unless otherwise specified and the words "notify", "consent", "approve", "certify"

and "determined" shall be construed accordingly.

(b) The Parties shall comply with the requirements of paragraph 6 of part 1 of schedule

A3 (Contract Management) in respect of the form of communications to be served


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58.2 Service of notices

(a) Subject to clause 58.2(b), any notice made under or in connection with the matters

contemplated by this Agreement shall be deemed duly given if delivered personally

or sent by email or by prepaid first-class post or by airmail if posted to or from a

place outside the United Kingdom in accordance with the requirements of this

clause 58.

(b) The service of any certificate, Change Confirmation Notice or notice of termination

pursuant to this Agreement shall be effected by any means specified in this clause

58.2 (including as a scan of the original signed document attached to an email)

except in the body of an email.

(c) Notices shall be served:

In the case of RfL to:

Address: [to be inserted]

Email: [to be inserted]

Attention: RfL Contract Manager, Crossrail RSD Project

In the case of the SP to:

Address: [to be inserted]

Email: [to be inserted]

Attention: SP Contract Manager, Crossrail RSD Project

58.3 Time of service

A notice shall be deemed to have been received:

(a) if delivered by hand, at the time when the notice is left at the address of the Party

to be served;

(b) if sent by first-class post, on the Working Day next following the day of posting or,

if the day of posting was not a Working Day, the Working Day next following the

first Working Day after the day of posting;

(c) if sent by airmail, five Working Days after the day of posting; and

(d) if sent by email, upon receipt by the sender of a "delivered" confirmation (provided

that the sender shall not be required to produce a "read" confirmation),

provided that if, in accordance with the above provision, any such notice would otherwise

be deemed to be given or made after 5.00 p.m. such notice shall be deemed to be given

or made at 9.00 a.m. on the next Working Day. For the purposes of this clause, all times

are to be read as local time in the place of deemed receipt.

58.4 Change of details

A Party may notify the other Party to this Agreement of a change to its name, relevant

addressee, postal address or email address to update the information in clause 58.2(c)

provided that such notification shall only be effective:

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(a) on the date specified in the notification as the date on which the change is to take

place; or

(b) if no date is specified or the date specified is less than five Working Days after the

date on which notice is given, the date falling five Working Days after notice of any

such change has been given.

59. DISPUTE RESOLUTION PROCEDURE

59.1 Except where expressly provided to the contrary, any Dispute shall be resolved in

accordance with the procedures set out in schedule A9 (Dispute Resolution Procedure).

59.2 Nothing in this Agreement shall prevent either Party from seeking injunctive relief, specific

performance or other equitable relief.

60. RESPONSIBLE PROCUREMENT, EQUALITY AND ANTI-BRIBERY

60.1 The SP shall comply with the provisions of schedule A12 (Responsible Procurement).

60.2 The SP shall, at no additional cost to RfL, assist and co-operate with RfL where necessary

to assist RfL to comply with its duties under section 1 and section 149 of the Equality Act

2010 including any amendment or re-enactment thereof, and any guidance, enactment,

order, regulation or instrument made pursuant to these sections.

60.3 The SP shall if required, at no additional cost to RfL, provide in a timely manner all such

assistance to RfL as RfL may reasonably require in connection with RfL's anti-corruption

and anti-bribery procedures in compliance with the Bribery Act 2010.

61. SAFETY, QUALITY AND ENVIRONMENTAL MANAGEMENT SYSTEMS

61.1 Health and safety

The SP shall be responsible for the occupational health and safety management of the

Project throughout the Concession Period in accordance with its certified occupational

health and safety management systems pursuant to the requirements of schedule A13

(Health and Safety).

61.2 Quality

The SP shall establish, implement and maintain the Quality Management Plans in

accordance with paragraph 10 of part 1 of schedule A3 (Contract Management) and be

responsible for quality management throughout the Concession Period and shall ensure

that its Subcontractors have similarly certified quality management systems in place.

61.3 Environment

The SP shall be responsible for the environmental management of the Project throughout

the Concession Period in accordance with its certified environmental management systems

pursuant to the requirements of schedule A15 (Environment).

62. CONFIDENTIALITY

62.1 Restrictions on publicity and public relations

(a) The SP shall not by itself, its employees or agents and shall procure that its

Subcontractors shall not, communicate with representatives of the press,

television, radio or other communications media on any matter concerning the

Project without the prior written approval of RfL.

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(b) No facilities to photograph or film in or upon any property used in relation to the

Project shall be given or permitted by the SP unless RfL has given its prior written

approval.

(c) Notwithstanding any other provision of this Agreement, including, without

limitation, clauses 45 (Indemnities) and 46 (Insurance), the SP agrees that RfL

shall have the right to control and supervise all dealings with the media in respect

of any incident, event, claim or action in relation to any part of the Site, the OOC

Depot, the Units and/or the Project.

(d) SP shall co-operate with RfL in relation to RfL's publicity of any part of the Site, the

OOC Depot, the Units and/or the Project.

62.2 SP's obligations as to confidentiality

Subject to clause 62.4 and except as otherwise provided in the Project Documents, the SP

shall keep confidential all matters relating to this Agreement and Project Documents and

shall use all reasonable endeavours to prevent its employees, agents and Subcontractors

from making any disclosure to any person of any matter relating to the Agreement.

62.3 RfL obligations as to confidentiality

(a) Subject to clause 62.4, RfL shall have the same obligations as those imposed on

the SP under clause 62.2 in respect of those items of confidential and commercially

sensitive information set out in schedule A11 (SP Confidential Information) until

such time as is indicated in column 2 of the same table. Without prejudice to the

foregoing and clause 62.4, RfL shall be entitled to:

(i) disclose SP Confidential Information where RfL considers that it is obliged to

do so under any Applicable Laws and Standards;

(ii) use SP Confidential Information to the extent necessary to obtain the benefit

of the SP's performance under this Agreement;

(iii) disclose such SP Confidential Information as may be required to be

published in the Official Journal of the European Union;

(iv) disclose such SP Confidential Information as may be required pursuant to a

valid FOI Information Request; and

(v) publish any Contract Information to the general public pursuant to the

requirements of the Transparency Commitment.

(b) For the purposes of clause 62.3(a)(v), RfL may in its absolute discretion prior to

publication:

(i) redact all or part of the Contract Information to take account of the

exemptions that would be available in relation to information requested

under the FOI Legislation; and

(ii) consult with the SP regarding any redactions to the Contract Information to

be published,

provided that in all cases RfL shall make the final decision regarding publication

and/or redaction of the Contract Information.

62.4 Permitted disclosures

(a) Clauses 62.2 and 62.3 shall not apply to:

REDACTED VERSION

(i) any disclosure of information that is reasonably required by persons

engaged in the performance of obligations set out in the Agreement;

(ii) any matter which a Party can demonstrate is already generally available and

in the public domain otherwise than as a result of a breach of this clause;

(iii) any disclosure to enable a determination to be made under the Dispute

Resolution Procedure;

(iv) any disclosure which is required by any Law (including any order of a court

of competent jurisdiction), any Parliamentary obligation or the rules of any

stock exchange or governmental or regulatory authority having the force of

Law;

(v) any disclosure of information which is already lawfully in the possession of

the receiving party, prior to its disclosure by the disclosing party;

(vi) any provision of information where it is proposed that a person should or

may provide funds (whether directly or indirectly and whether by loan,

equity participation or otherwise) to the SP to enable it to carry out its

obligations under the Agreement, to that person but only to the extent

reasonably necessary to enable a decision to be taken on the proposal;

(vii) any disclosure by RfL of information relating to the design, construction,

operation and maintenance of the Project or the Crossrail Project (including

to CTOC) and such other information (except pricing information) as may be

reasonably required for the purpose of conducting a due diligence exercise

to any proposed new contractor and its advisers, should RfL decide to

retender the Agreement;

(viii) any registration or recording of any consents and property registration

required;

(ix) any disclosure of information by RfL in accordance with clause 62.4(d);

(x) any disclosure by RfL of any document related to the Agreement to which it

is a party and which SP (acting reasonably) has agreed with RfL contains no

commercially sensitive information;

(xi) any disclosure for the purpose of:

(A) the examination and certification of RfL's or SP's accounts; or

(B) any examination pursuant to section 6(1) of the National Audit Act

1983; and

(xii) any disclosure to the insurers of the OOC Depot, the Units, the Project or

the Crossrail Project.

(b) Where disclosure is permitted under clause 62.4(a), other than sub-clauses (iv),

(vi), (vii), (ix) and (x), the discloser of such information shall procure that the

recipient of the information shall be subject to the same obligations of

confidentiality as those contained in this Agreement.

(c) For the purposes of the National Audit Act 1983, the C&AG may examine such

documents as he may reasonably require which are owned, held or otherwise

within the control of the SP and any Subcontractor and may require the SP and any

Subcontractor to produce such oral or written explanations as he considers

necessary. For the avoidance of doubt it is hereby declared that the carrying out of

REDACTED VERSION

an examination under section 6(3)(d) of the National Audit Act 1983 in relation to

the SP is not a function exercisable under this Agreement.

(d) Nothing in this Agreement shall prevent the disclosure by RfL of any Confidential

Information to SoS, TfL, CRL or any other subsidiaries of TfL, the Mayor, the CTOC,

RfL's subcontractors, all respective advisers or any other person or body that RfL

from time to time is required to consult with or provide information to. The Parties

acknowledge that the National Audit Office has the right to publish details of the

Agreement (including commercially sensitive information) in its relevant report to

Parliament.

(e) The SP shall not make use of the Agreement or any information issued or provided

by or on behalf of RfL in connection with the Agreement otherwise than for the

purpose of the Agreement, except with the written consent of RfL.

(f) Where the SP, in carrying out its obligations under the Agreement, is provided with

information relating to users of the Crossrail Project, the SP shall not disclose or

make use of any such information otherwise than for the purpose for which it was

provided, unless the SP has sought the prior written consent of the user and has

obtained the prior written consent of RfL.

62.5 Data protection

(a) In relation to all Personal Data, the SP shall at all times comply (to the extent that

the same is applicable) with the DPA as a data controller if necessary, including

maintaining a valid and up-to-date registration or notification under the DPA

covering the data processing to be performed in connection with the Project.

(b) The SP shall, and shall procure that all of its Subcontractors shall, only undertake

fair and lawful processing of Personal Data reasonably required in connection with

the Project and shall not transfer any Personal Data to any country or territory

outside the European Economic Area.

(c) The SP shall not disclose Personal Data to any third parties other than:

(i) to employees and Subcontractors to whom such disclosure is reasonably

necessary in order for the SP to carry out the Project; or

(ii) to the extent required under a court order,

provided that disclosure under clause 62.5(c)(i) is made subject to written terms

substantially the same as, and no less stringent than, the terms contained in this

clause and that the SP shall give notice in writing to RfL of any disclosure of

Personal Data it or a Subcontractor is required to make under clause 62.5(c)(ii)

immediately it is aware of such a requirement.

(d) The SP shall bring into effect and maintain all technical and organisational

measures to prevent unauthorised or unlawful processing of or access to Personal

Data and accidental loss or destruction of, or damage to, Personal Data including

but not limited to taking reasonable steps to ensure the reliability of staff having

access to the Personal Data.

(e) RfL may, at reasonable intervals, request a written description of the technical and

organisational methods employed by the SP and the Subcontractors. Within 30

days of such a request, the SP shall supply written particulars of all such measures

detailed to a reasonable level such that RfL can determine whether or not, in

connection with the Personal Data, it is compliant with the DPA.

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(f) The SP shall indemnify and keep indemnified the Indemnified Parties against all

Losses incurred by any of the Indemnified Parties in respect of any breach of this

clause by the SP and/or any Subcontractor.

62.6 Freedom of Information

(a) For the purposes of this clause, "Information" means information recorded in any

form held by RfL or held by the SP on behalf of RfL.

(b) The SP acknowledges that RfL is subject to the FOI Legislation and agrees to assist

and co-operate with RfL to enable RfL to comply with its obligations under the FOI

Legislation. The foregoing shall not preclude the SP from objecting to a disclosure

of Information.

(c) Without prejudice to the generality of clause 62.6(b), the SP shall and shall procure

that its Subcontractors shall:

(i) transfer to the company secretary of RfL (or such other person as may be

notified by RfL to the SP) all FOI Information Requests that they receive as

soon as practicable and in any event within two Working Days of receiving

an FOI Information Request; and

(ii) in relation to Information held by the SP on behalf of RfL, provide RfL with

details about and/or a copy of all such Information that RfL requests and

such Information shall be provided within five Working Days of receipt of a

copy of the FOI Information Request from RfL (or such other period as RfL

may reasonably specify), and in such form as RfL may reasonably specify.

(d) Where RfL receives an FOI Information Request relating to the Project it shall as

soon as practicable, and in any event within five Working Days, send a copy of the

FOI Information Request to the SP and shall consult the SP on how disclosure

under the FOI Legislation would affect the SP's and/or any of the Key

Subcontractors' commercial interests.

(e) RfL shall be responsible for determining whether Information is exempt information

under the FOI Legislation and for determining what Information will be disclosed in

response to an FOI Information Request in accordance with the FOI Legislation.

The SP shall not itself respond to any person making an FOI Information Request,

save to acknowledge receipt, unless expressly authorised to do so by RfL.

(f) The SP acknowledges that RfL may be obliged under the FOI Legislation to disclose

Information without consulting or obtaining consent from the SP.

62.7 Return of Confidential Information

Save to the extent that the same may reasonably be required in respect of any current or

anticipated litigation, on termination of the Agreement howsoever occurring, the SP shall

return to RfL or permanently delete and destroy any Confidential Information (including all

copies thereof) supplied to it at any time (including at a time before the date of this

Agreement) by RfL or any other person with the knowledge and consent of RfL, except

where retention of any such Confidential Information is required by Law or pursuant to

any applicable stock exchange listing requirements (in which case the provisions of clause

62.2 shall continue to apply to such information).

62.8 Continuing obligation following termination of Agreement

The obligations of the Parties under this clause 62 shall continue in full force and effect

notwithstanding termination of the Agreement.

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63. SOLE REMEDY AND DISCLAIMER

63.1 Rights of the SP

Without prejudice to any entitlement of the SP:

(a) to specific performance of any obligation under this Agreement;

(b) to injunctive relief; or

(c) to seek redress from RfL for any liability relating to death or personal injury caused

by RfL,

the SP's sole remedy in relation to matters for which an express right or remedy is stated

in this Agreement shall be that right or remedy and the SP shall have no additional right

or remedy arising by common law, in equity, by statute or otherwise.

63.2 Rights of RfL

Without prejudice to any entitlement of RfL and/or the Indemnified Parties:

(a) to specific performance of any obligation under this Agreement;

(b) to injunctive relief;

(c) to terminate this Agreement pursuant to the terms of this Agreement and to

recover any monies owed pursuant to schedule E6 (Termination Payments);

(d) to recover monies properly owing to it as a debt under this Agreement;

(e) to be indemnified by the SP in respect of the matters referred to in clauses

45.1(a)(i) to (iii);

(f) to be indemnified by the SP under clause 45.1(a)(iv) in respect of any liability

arising from a breach by the SP of clause 6.1(a);

(g) to recover from the SP liquidated and ascertained damages pursuant to clauses

21.6(e), 21.9(f), 21.9(g), 21.10 and/or 22.3;

(h) to recover from the SP for Losses pursuant to clause 26.7(b);

(i) to undertake Required Action pursuant to clauses 29.2, 30.10(d)(ii) or 30.10(f); or

(j) to claim, on or after termination of this Agreement, the amount of any Losses

suffered or incurred by RfL and/or the Indemnified Parties as a result of rectifying

or mitigating the effects of any breach of this Agreement by the SP, save to the

extent that the same has already been recovered by RfL and/or the Indemnified

Parties pursuant to this Agreement or has been taken into account to calculate any

compensation payable pursuant to schedule E6 (Termination Payments),

the sole remedy of RfL and/or the Indemnified Parties in respect of the SP's failure to

provide the Services (excluding the Refurbishments and the refurbishment obligations in

paragraph 2.7 of part 1 of schedule D1 (Maintenance Services)) in accordance with the

requirements of schedule D1 (Maintenance Services) shall be the operation of the

Payment Mechanism and the Performance Regime.

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63.3 Disclaimer

Without prejudice to clauses 63.1 and 63.2 and except in the case of fraud, wilful default

or gross negligence on the part of RfL or any of its officers, employees and agents, RfL

shall not be liable to the SP (whether in contract, tort or otherwise howsoever caused) in

respect of any inaccuracy, error, omission, unfitness for purpose, defect or inadequacy of

any kind whatsoever in the Disclosed Data. For the purpose of this Agreement

"Disclosed Data" means the materials, documents and data made available by RfL or on

behalf of RfL to the SP prior to the date hereof in relation to the Works, the Services, the

Site, the Crossrail Infrastructure, the Crossrail Project and other matters which are or may

be relevant to the Project and the obligations undertaken by the SP under this Agreement.

The Disclosed Data includes, without limitation, all such materials, documents and data

which were provided to the SP, the Subcontractors or their respective officers, employees,

agents, contractors and advisers in connection with the Invitation to Negotiate (including

the data room information and the previous invitation to negotiate issued on 28 February

2012).

63.4 No liability for review and approval by RfL

The SP acknowledges that it shall rely entirely on its own skill and judgment in the

performance of its duties and obligations under this Agreement. Accordingly:

(a) the duties, obligations and liabilities of the SP shall not be released, diminished or

in any other way affected by any instruction, direction, admission, consent,

approval, confirmation, comment, sanction, acknowledgment or advice made or

given by or on behalf of RfL or by any independent entity into any relevant matter

which may be made or carried out by or on behalf of RfL nor by any act or omission

of any person carrying out such enquiry, whether or not such act or omission might

give rise to an independent liability of such person to RfL; and

(b) the SP shall not be entitled to make any claim against RfL or to seek any relief or

remedy of any nature by reason of any such action by or on behalf of RfL.

64. MISCELLANEOUS

64.1 Statutory notices

(a) If any statutory notice relating to the subject matter of this Agreement or naming

RfL or a member of the TfL Group as a party is served on the SP or any of its

Subcontractors or suppliers, the SP shall immediately (or in the case of a statutory

notice served on a Subcontractor or supplier, immediately such statutory notice

comes into the SP's possession provided that the SP imposes a requirement in its

Subcontracts or supply contracts that the Subcontractors or suppliers forward any

such statutory notices to the SP) inform RfL and provide RfL with a copy of such

statutory notice.

(b) Where the SP receives any "letters of claim", writs and/or summons naming RfL or a

member of the TfL Group as a party or which may affect the SP's ability to perform

this Agreement, it shall provide the same or a copy immediately to RfL.

(c) Where the SP receives any letters, faxes, emails or other communication from any

person holding RfL, any member of the TfL Group and/or any of their respective

employees, agents or contractors responsible for any incident, the SP shall

consult immediately with RfL and obtain RfL's approval prior to giving any response

to such letters, faxes or other communication.

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64.2 Form of documents

The SP shall supply documents and drawings to RfL in the manner and format specified in

paragraph 6 of part 1 of schedule A3 (Contract Management).

64.3 Stamp duty and other costs

The SP shall be responsible for and shall forthwith discharge (and shall fully indemnify the

Indemnified Parties against) all stamp duties and registration fees on or for the

registration of the Project Documents or any of them and any deed or document relating

to the Project to which the SP shall be a party following exchange of this Agreement.

64.4 Illegality and severability

If at any time any provision of this Agreement (or part thereof) is or becomes illegal or

invalid or unenforceable in any respect under the law of any relevant jurisdiction, such

illegality, invalidity or unenforceability shall not affect or impair the legality, validity or

enforceability in that jurisdiction of any other part of that provision or any other provision

of this Agreement or, in any other jurisdiction, of that provision or part thereof or any

other provision of this Agreement.

64.5 Waiver and variation

(a) No term or provision of this Agreement shall be considered as waived by either

Party to this Agreement unless a waiver is given in writing by such Party.

(b) No waiver under clause 64.5(a) shall be a waiver of a past or future default or

breach, nor shall it amend, delete or add to the terms, conditions or provisions of

this Agreement unless (and then only to the extent) expressly stated in that

waiver.

(c) No variation to this Agreement shall be effective unless recorded in a written

instrument in accordance with the Change Procedure.

64.6 Set-Off

(a) The SP shall not be entitled to retain or set off from any amount due to RfL by it,

but RfL may retain or set off any amount owed to it by the SP under this

Agreement which has fallen due and payable against any amount due to the SP


(b) If the payment or deduction of any amount referred to in this Agreement is

disputed then any undisputed element of that amount shall be paid and the

disputed element shall be dealt with in accordance with the Dispute Resolution

Procedure.

(c) Where RfL is entitled to net off or set off any amount due to the SP under this

Agreement in respect of supplies made by the SP or in respect of the Service

Payment, the SP shall ensure that the full value of the supplies is recognised for

the purpose of accounting for any VAT due (i.e. the value before any related

payments are offset under this clause 64.6).

64.7 No partnership or agency

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement

shall constitute, or be deemed to constitute, a partnership, unincorporated association or

other co-operative entity. The SP shall not be or be deemed to be the agent of RfL and

the SP shall not hold itself out as having authority or power to bind RfL in any way.

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64.8 Entire agreement

This Agreement together with the other Project Documents constitute the entire

agreement between the Parties hereto in connection with the subject matter of this

Agreement. No Party has relied upon any representation save for any representation

expressly set out in the Project Documents.

64.9 Priority of documents

Without prejudice to clause 5 (General Obligations of the SP), clause 11 (Design and

Construction of the OOC Depot) and clause 16.3, in the case of any inconsistency or

discrepancy between the documents forming part of this Agreement, the body of the

Agreement shall take precedence over the schedules.

64.10 Further assurance

Each Party agrees that it shall now or at any time during the subsistence of this

Agreement, do or procure the doing of all such acts and/or execute or procure the

execution of all such documents in a form satisfactory to the other Party, as the other

Party may reasonably require for giving full effect to and obtaining the full benefit of the

rights powers and remedies conferred upon such other Party by this Agreement.

64.11 Third party rights

(a) Without prejudice to clause 46.28, a person who is not a Party or an Indemnified

Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce

a right expressly or impliedly conferred by this Agreement. This does not affect

any right or remedy of a third party which exists or is available apart from under

the Contracts (Rights of Third Parties) Act 1999.

(b) Any amendment, variation or termination of this Agreement may be effected by the

Parties to this Agreement in accordance with its terms and without the consent of

any Indemnified Party notwithstanding the rights of any Indemnified Party under

the Contracts (Rights of Third Parties) Act 1999.

64.12 Language

The language of this Agreement is the English language.

64.13 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it

shall be governed by and construed in accordance with English Law and, subject to the

provisions of clause 59 (Dispute Resolution Procedure), shall be subject to the exclusive

jurisdiction of the English Courts.

64.14 Survival62

The provisions of the following clauses shall remain in full force and effect notwithstanding

the expiry or termination of this Agreement: 1 (Definitions and Interpretation), 4

(Representations and Warranties), 22 (Warranties), 37 (Change in Law), 38 (Force

Majeure), 45 (Indemnities), 47 (SP Default), 48 (RfL Default), 49 (Voluntary Termination

by RfL), 50 (Force Majeure Termination/Ineffectiveness), 51 (Corrupt Gifts Termination),

52 (Payments for termination), 53 (Title following termination or expiry), 54 (General

Obligations following termination or expiry), 55 (Termination prior to expiry), 56

(Procedure on expiry of Concession Period), 57 (Intellectual Property Rights) other than

clause 57.6, 58 (Notices), 59 (Dispute Resolution Procedure), 61 (Safety, Quality and

62 To be checked following completion of the document.

REDACTED VERSION

Environmental Management Systems), 62 (Confidentiality), 63 (Sole Remedy and

Disclaimer), 64 (Miscellaneous) and schedule E6 (Termination Payments).

64.15 Counterparts

This Agreement may be executed in any number of counterparts and by the several

Parties hereto on separate counterparts, each of which when so executed and delivered

shall be an original, but all the counterparts shall together constitute one and the same

instrument.

IN WITNESS whereof this document has been executed and delivered as a deed on the date first

above written.

REDACTED VERSION

The common seal of RAIL FOR LONDON

LIMITED was hereunto affixed in the

presence of:

)

)

)

Signature of authorised signatory

Name of authorised signatory

……………………………………………………………………

……………………………………………………………………

Executed as a deed by [SERVICE

PROVIDER] acting by [insert name of

director]:

)

)

)

Signature of director

Signature of witness

Name of witness

Address of witness

Occupation of witness

……………………………………………………………………

……………………………………………………………………

……………………………………………………………………

……………………………………………………………………

……………………………………………………………………

……………………………………………………………………

……………………………………………………………………

REDACTED VERSION

SCHEDULE A1

Project Programme

REDACTED VERSION

Schedule A1 (Project Programme)

Part 1 – Project Programme1

DESCRIPTION DATE

Rolling Stock constraints

Generic DOO CCTV System Design delivered In accordance with clause 17.2

Batch 1 Station Proprietary Items Accepted 06/07/2015

DOO CCTV Special Tools delivered (to be Accepted with Batch 1 of the Station Proprietary Items)

06/07/2015

DOO CCTV Initial Spares Acceptance Date (to be Accepted with Batch 1 of the Station Proprietary Items)

06/07/2015

DOO CCTV Training Materials delivered 31/01/2016


Simulator Acceptance Date 09/12/2016

Training Materials delivered 09/12/2016

Ilford Access (see schedule C5 (Maintenance/Stabling Sites)) 01/02/2017

First two Units (RLUs) Provisionally Accepted and made Available for driver training in accordance with clause 19.6(a)(i) of the Agreement.

17/04/2017

Initial Spares Acceptance Date 17/04/2017

Initial Special Tools delivered 17/04/2017

RLUs progressively introduced to passenger train Diagrams between Shenfield and Liverpool Street High Level from this date ("Stage 1 Crossrail Services") and made Available for driver training in accordance with clause 19.6(a)(ii) of the Agreement.

01/05/2017


RLUs for 11 daily passenger train Diagrams between Shenfield and Liverpool Street High Level Available for operation in accordance with the Train Plan ("Stage 1a Crossrail Services") and, in addition, two Units (both RLUs) Available for driver training from this date, in accordance with clause 19.6(a)(iii) of the Agreement.

19/09/2017

An additional two FLUs Available for driver training from this date in accordance with clause 19.6(a)(iii) of the Agreement.

31/12/2017

Up to four FLUs Available for Joint Proving Tests and Phase 4.1, Phase 4.2 and Phase 4.3 CS Test Programmes on the Central Section in accordance with paragraphs 7, 8, 9 and 10 of part 1 of

10/04/2018

1 Note to Bidders: to be read in conjunction with the ITN instructions and produced in the format required by

paragraph 7 of part 1 of schedule A3 (Contract Management).

REDACTED VERSION


DESCRIPTION DATE

schedule B4 (Testing (Units)). These are in addition to RLUs operating Stage 1a and Stage 2 Crossrail Services and the Units made Available for driver training in accordance with clause 19.6 of the Agreement.

FLUs for six daily passenger train Diagrams between Heathrow terminals and Paddington High Level Available for operation in accordance with the Train Plan ("Stage 2 Crossrail Services"). These are in addition to RLUs operating Stage 1a Crossrail Services and the Units made Available for driver training in accordance with clause 19.6 of the Agreement.

15/04/2018

Up to 19 FLUs Available for the Trial Running Tests in accordance with paragraph 11 of schedule B4 (Testing (Units)). These are in addition to Units operating Stage 1a and Stage 2 Crossrail Services and the Units made Available for driver training in accordance with clause 19.6 of the Agreement, but not in addition to Units for the Joint Proving Tests and Phase 4.1, Phase 4.2 and Phase 4.3 CS Test Programmes on the Central Section.

05/07/2018

Up to 19 FLUs Available for the Trial Operations in accordance with paragraph 12 of schedule B4 (Testing (Units)) and the Train Plan. These are in addition to Units operating Stage 1a and Stage 2 Crossrail Services and the Units made Available for driver training in accordance with clause 19.6 of the Agreement, but not in addition to Units for the Trial Running Tests in the Central Section.

06/08/2018

FLUs for 19 daily passenger train Diagrams between Paddington Low Level and Abbey Wood Available for operation in accordance with the Train Plan ("Stage 3 Crossrail Services"). These are in addition to Units operating Stage 1a and Stage 2 Crossrail Services and the Units made Available for driver training in accordance with clause 19.6 of the Agreement, but not in addition to Units for the Trial Operations in the Central Section.

09/12/2018

FLUs for 45 daily passenger train Diagrams between Paddington Low Level and Abbey Wood and Shenfield Available for operation in accordance with the Train Plan ("Stage 4 Crossrail Services"). These are in addition to Units operating Stage 2 Crossrail Services.

19/05/2019

If RLUs are transferred from Stage 1a Crossrail Services to operate Stage 2 Crossrail Services at the Stage 4 Crossrail Services date, all such RLUs to be converted to FLUs.

14/07/2019

Sixty FLUs for 55 daily passenger train Diagrams between Maidenhead and Heathrow terminals and Shenfield and Abbey Wood via Paddington Low Level including two FLUs as Operational Spare Units, Available for operation in accordance with the Train Plan ("Stage 5 Crossrail Services").

08/12/2019

OOC Depot output dates

Sectional Completion Certificate for Depot Section A 21/05/2017

Sectional Completion Certificate for Depot Section B 13/10/2017

REDACTED VERSION


DESCRIPTION DATE

Sectional Completion Certificate for Depot Section C 20/05/2018

Depot Completion Certificate 20/05/2018

OOC Depot Site Area dates (cl. 8.1(b))

Site Area 1 handover Commencement Date

Site Area 2 handover 01/07/2014





OOC Depot Key NR Input Dates

KD32 Completion of OOC Approaches Stage works (Stage L) sufficient to allow Great Western trains to be routed clear of the Supplemental Lease Land and for that area to be released to CRL’s Rolling Stock and Depot Service Provider

04/01/2016

KD12 Network Rail Complete All Infrastructure Capability including OLE works, GSM-R and Traction Power to Old Oak Common Depot

30/04/2017

KD13 Network Rail Complete Train Protection Infrastructure for Crossrail Trains On Heathrow Spur

30/04/2017

Key assumption dates

Commencement Date 17/04/2014

Proxy Test Facility complete - Infrastructure based equipment for Network/Central Section Proxy Tests commissioned

16/10/2016

Possessions booked 25/12/2016

Dates to be provided by the SP in the Contract Programme

Unit preliminary design complete

Unit detailed design complete

Permitted Design Change freeze dates See schedule A4 part 2 appendix A

REDACTED VERSION


DESCRIPTION DATE

Schedule of finishes- draft See clause 17.6

Schedule of finishes- final See clause 17.6

First body shell on the assembly line

Factory type testing-start

Factory type testing-finish

Proxy Test Facility testing-start

Proxy Test Facility testing-finish

Network Section testing-start

Network Section testing-finish

Heathrow Spur testing-start

Heathrow Spur testing-finish

Relevant Approvals to operate in passenger service on Network Sections

Relevant Approvals to operate in passenger service on the Heathrow Spur

Relevant Approvals to operate in passenger service on the Central Section

Simulator preliminary design complete

Simulator detailed design complete

Simulator Acceptance testing- start

Simulator Acceptance testing- finish

DOO CCTV System has successfully completed the DOO CCTV System Tests

Mock-Up delivered to RfL[to support Detail Unit

Design Phase Assurance

Acceptance in accordance

with schedule A4 part 2

paragraph 7.7(a)(i)]

Scale Models delivered to RfL[to support Detail Unit

Design Phase Assurance

Acceptance in accordance

with schedule A4 part 2

paragraph 7.7(a)(i)]

1st Unit delivered to Designated Delivery Location

1st Unit Provisional Acceptance Dates 17/04/2017

REDACTED VERSION


DESCRIPTION DATE

1st Unit Contractual Final Acceptance Date

[2nd to nth] Unit delivered to Designated Delivery Location

[2nd to nth] Unit Provisional Acceptance Dates

[2nd to nth] Unit Contractual Final Acceptance Date

Scheduled Final Acceptance Date [defined as date of Final Acceptance of last Unit]

Additional Vehicles for conversion of RLUs to FLUs – delivery dates

Any Possessions required by the SP for Depot Works

OOC Depot concept design submitted to RfL [If RfL reference design with planning permission obtained by RfL is not adopted]

OOC Depot planning application submitted by SP [If RfL reference design, or alternative within Act limits of deviation is not adopted]

OOC Depot detail planning approval obtained by SP [To comply with any planning consent for non reference design proposal]

Site Area 1 SP remediation complete [Subject to scope of remedial works assigned to the SP]



OOC detail design complete- Depot Section A [Sections A and B designations based on RfL reference design]

OOC detail design complete- Depot Section B [Sections A and B designations based on RfL reference design]

OOC detail design complete- Depot Section C [Sections A and B designations based on RfL reference design]

Depot Section A construction starts [Sections A and B designations based on RfL reference design]

RfL facilities (during construction) made available to RfL

Depot Section A Physical Completion [Sections A, B and C designations based on RfL reference design]

REDACTED VERSION


DESCRIPTION DATE

Depot Section B construction starts [Sections A, B and C designations based on RfL reference design]

Depot Section B Physical Completion [Sections A, B and C designations based on RfL reference design]

Depot Section C construction starts [Sections A, B and C designations based on RfL reference design]

Depot Section C Physical Completion [Sections A, B and C designations based on RfL reference design]

Depot Section A Commissioning and Integration starts [Sections A, B and C designations based on RfL reference design]

Depot Section B Commissioning and Integration starts [Sections A, B and C designations based on RfL reference design]

Depot Section C Commissioning and Integration starts [Sections A, B and C designations based on RfL reference design]

Depot Section A Commissioning and Integration complete [Sections A, B and C designations based on RfL reference design]

Depot Section B Commissioning and Integration complete [Sections A, B and C designations based on RfL reference design]

Depot Section C Commissioning and Integration complete [Sections A, B and C designations based on RfL reference design]

Depot Section A Assimilation starts [Sections A, B and C designations based on RfL reference design]

Depot Section B Assimilation starts [Sections A, B and C designations based on RfL reference design]

Depot Section C Assimilation starts [Sections A, B and C designations based on RfL reference design]

CTOC Area Physical Completion

Manuals and Maintenance Plan delivery

Contractual Fleet Acceptance Date2

2 Note to Bidders: Contractual Fleet Acceptance Date may be no later than 24 months from the Contractual

Provisional Acceptance Date of the last [60th] Unit.

REDACTED VERSION


Part 2 – Train Works Programme

[Bidders to provide; please refer to Proposal Template]

REDACTED VERSION


Part 3 – Depot Works Programme


REDACTED VERSION

SCHEDULE A2

Crossrail Routes

REDACTED VERSION

Schedule A2 (Crossrail Routes)

Description of Crossrail

Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference

Operation type Comments CPFR reference

(RfL use only)

1. Shenfield to Stratford (via the

Electric Lines)

NS LTN1 Passenger Service CPFR 5503, 5504, 5505,

5507, 5521

2. Shenfield to Stratford (diversionary-

via the Main Lines including Ilford to

Manor Park Passenger Avoiding lines)

NS LTN1 Passenger Service CPFR 5503, 5504, 5505,

5508, 5521

3. Stratford to Pudding Mill Lane

Junction (via the Electric Lines)

NS LTN1 Passenger Service CPFR 4251, 5499,5500

4. Pudding Mill Lane Junction to

Liverpool Street High Level (via the

Electric Lines)

NS LTN1 Passenger Service CPFR 4251,5499,0630

5. Stratford to Liverpool Street High

Level (diversionary-via the Main

Lines)1

NS LTN1 Passenger Service No connection at

Pudding Mill Lane

Junction between the

Main Lines and Electric

Lines

CPFR 4251,5499

6. Bethnal Green West Junction to

Liverpool Street High Level

(diversionary-via the Suburban

Lines)

NS LTN1 Passenger Service CPFR 5120

7. Ilford to Ilford Depot NS ICS Empty Stock

Movements

CPFR 5510

8. Ilford Depot to Seven Kings NS ICS Empty Stock

Movements

CPFR 5511,5512

9. Shenfield to Shenfield Country End

Junction via Main Lines and

Chelmsford Loop

NS LTN1 Empty Stock

Movements

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

10. Shenfield to Shenfield Country End

Sidings (via Platforms 4 and 5)

NS LTN1 Empty Stock

Movements

CPFR 5522

11. Gidea Park Country End Junction to

Gidea Park Stabling Site

NS LTN1 Empty Stock

Movements

CPFR 5517,5520

12. Gidea Park to Gidea Park Stabling

Site

NS LTN1 Empty Stock

Movements

CPFR 5517, 4973,5518

13. Gidea Park to Gidea Park Middle

(Turnback) Siding

NS LTN1 Empty Stock

Movements

CPFR 5519

14. Chadwell Heath to Chadwell Heath

Turnback Siding

NS LTN1 Empty Stock

Movements

CPFR 5513

15. Chadwell Heath Up Loop NS LTN1 Empty Stock

Movements

CPFR 5514

16. Manor Park Up Goods NS LTN1 Empty Stock

Movements

CPFR 5509

17. Aldersbrook Sidings NS LTN1 Empty Stock

Movements

RLU only CPFR 5509

18. Stratford to Stratford Central

Junction (via Temple Mills lines)

NS LTN1 Empty Stock

Movements

CPFR 4251

19. Stratford Central Junction to

Carpenters Road North Junction

NS CST Empty Stock

Movements

CPFR 5501

20. Carpenters Road North Junction to

Channelsea North Junction

NS CST Empty Stock

Movements

CPFR 5501

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

21. Channelsea North Junction to High

Meads Junction

NS CHM Empty Stock

Movements

CPFR 1366

22. High Meads Junction to Temple Mills

East Junction

NS LLS1 Empty Stock

Movements

CPFR 1366

23. Temple Mills East Junction to Orient

Way Sidings

NS SDC Empty Stock

Movements

(CPFR 5501 to Temple

Mills)

24. Temple Mills East Junction to

Stratford Central Junction

NS SDC Empty Stock

Movements

(CPFR 5501 to Temple

Mills)

25. Bow Junction to Carpenters Road

South Junction (Temple Mills lines)

NS LTN1 Empty Stock

Movements

CPFR 4251

26. Bow Junction to Gas Factory Junction NS GFB Empty Stock

Movements

CPFR 1366

27. Carpenters Road South Junction to

Stratford Central Junction (Temple

Mills lines)

NS LTN1 Empty Stock

Movements

CPFR 4251,5501

28. Carpenters Road South Junction to

Carpenters Road North Junction

NS CNS Empty Stock

Movements

CPFR 5501

29. Shenfield

a) Platforms 1 to 3 inclusive

(diversionary)

b) Platforms 4 and 5

c) Platform 6 (terminus – new)

NS Passenger Service

Station

CPFR 5496

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

30. Brentwood

a) Platforms 1 and 2 (diversionary)



Station

CPFR 5495

31. Harold Wood




Station

CPFR 4252

32. Gidea Park




Station

CPFR 5493

33. Romford




Station

CPFR 5492

34. Chadwell Heath




Station

CPFR 5491

35. Goodmayes




Station

CPFR 5490

36. Seven Kings

a) Platforms 1 and 2 (diversionary,

SDO 180m)

b) Platforms 3 and 4 (SDO 180m)


Station

CPFR 5489

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

37. Ilford




Station

CPFR 5488

38. Manor Park

a) Platforms 1 and 2 (SDO 160m)

b) Platforms 3 and 4 (diversionary,

SDO 160m)


Station

CPFR 5487

39. Forest Gate

a) Platforms 1 and 2 (SDO [160]m)


SDO [160]m)


Station

CPFR 5486

40. Maryland

a) Platforms 1 and 2 (SDO 160m)


SDO 160m)


Station

CPFR 5485

41. Stratford

a) Platforms 5 and 8

b) Platforms 9, 10 and 10a

(diversionary)


Station

CPFR 5484

42. Liverpool Street High Level

a) Platforms 1 to 12 inclusive

(diversionary terminus)

b) Platforms 13 to 18 inclusive

(terminus)


Station

FLU to be capable of

operating in passenger

service at this station

into Platforms 1 to 15

and 16 to 18 subject to

CPFR 1366

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

platform extension.

43. Heathrow Terminal 4 to Heathrow

Airport Junction

HS HLL Passenger Service CPFR

5433,5434,5438,5439

44. Heathrow Terminal 5 to Heathrow

Central Junction (Crossover

Cavern)(diversionary)

HS HLL Passenger Service CPFR 5536

45. Heathrow Airport Junction to Acton

East Junction (via the Relief Lines

and also via:

a) Up Goods Line (UGL) between

Hayes and Harlington and

Southall West Junction

b) Hanwell Bridge Up and Down

Goods Loops (Empty Stock

Movements)

c) West Ealing Up Goods Loops

(Empty Stock Movements)

NS MLN 1 Passenger Service

(except as noted)

Goods Loops Hanwell

Bridge Up and Down

and West Ealing subject

to electrification

CPFR

5417,5440,5441(not

Yard),5455(not Yard).

5442 (not yard)

46. Acton East Junction to Portobello

Junction (via the Relief Lines)

NS MLN 1 Passenger Service CPFR 5417

47. Heathrow Airport Junction to

Portobello Junction (diversionary via

the Main Lines)

NS MLN 1 Passenger Service CPFR 5417,5455(not

Yard),5457

48. Portobello Junction to London

Paddington High Level

NS MLN 1 Passenger Service CPFR 0624

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

49. OOC Depot to Portobello Junction NS OOC2 /

MLN 1

Empty Stock

Movements

CPFR 5449,5453

50. OOC Depot to Portobello Junction

(diversionary via Engine and

Carriage Line)

NS MLN1 Empty Stock

Movements

CPFR 5452

51. Acton East Junction to Acton Wells

Junction

NS AWL Empty Stock

Movements

Not currently electrified CPFR 5446

52. Acton Wells Junction to Lea Junction

(via North London Line)

NS BOK5

BOK4

BOK3

BOK2

BOK1

DWW1

DWW2

Empty Stock

Movements

CPFR 1366

53. Lea Junction to High Meads Junction NS LLS2 Empty Stock

Movements

CPFR 1366

54. Lea Junction to Channelsea North

Junction

NS DWW2 Empty Stock

Movements

CPFR 1366

55. Friars Junction to OOC Depot via

Reception Line 1

NS MLN1 Empty Stock

Movements

CPFR 5447

56. Heathrow Terminal 4 Platforms 1 and

2 (terminus)

HS Passenger Service

Station

CPFR 4245

57. Heathrow Terminal 5 Platforms 1 and

2 (terminus) (diversionary)

HS Passenger Service

Station

CPFR 5408

58. Heathrow Terminals 1,2 and 3 HS Passenger Service CPFR 5409

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

Platforms 1 and 2 Station

59. Hayes and Harlington



c) Platform 5 (diversionary)

(terminus)


Station

CPFR 4246

60. Southall




Station

CPFR 5410

61. Hanwell and Elthorne Platforms 2

and 3 (SDO [140]m)


Station

CPFR 5411

62. West Ealing Platforms 3 and 4 NS Passenger Service

Station

CPFR 5412

63. Ealing Broadway




Station

CPFR 5413

64. Acton Main Line

a) Platform 2 (diversionary)



Station

CPFR 5414

65. London Paddington High Level (all

platforms terminus)

a) Platforms 1 and 2


(diversionary)


Station

FLU to be capable of

operating in passenger

service subject to

platform extensions and

electrification of

CPFR 1366

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

c) Platform 6 and 7

d) Platform 8 (diversionary)

e) Platform 9 and 10 (diversionary,

SDO as required to manage

stepping distances.)

f) Platform 11 SDO as required to

manage stepping distances)

g) Platform 12

platforms 1 and 2

66. Paddington Low Level to Stepney

Green Junction

CS [TBC] Passenger Service CPFR 5469, 5676, 677,

5678, 5708, 5709,

5679, 5471

67. Stepney Green Junction to Abbey

Wood (via the Plumstead Portal)

CS [TBC] Passenger Service CPFR 4248, 5472, 5472,

5474,

5475,5476,5477,5478

68. Plumstead Crossrail Sidings (new) CS [TBC] Empty Stock

Movements

If constructed Subject to revised

stabling strategy.

69. Abbey Wood to the Abbey Wood

Turnback Sidings

CS [TBC] Empty Stock

Movements

CPFR 5479

70. Portobello Junction to Paddington

Low Level (via the Royal Oak Portal)

CS [TBC] Passenger Service CPFR 5468, 5457,5454

71. Westbourne Park reversing sidings to

Paddington Low Level (via the Royal

Oak Portal)

CS [TBC] Empty Stock

Movements

CPFR 5468

72. Paddington Station Low Level – East

and West Bound Crossrail Platforms

CS Passenger Service

Station

Final platform

numbering to be

confirmed

CPFR 4247

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

73. Bond Street. East and West Bound

Crossrail Platforms


Station

Final platform

numbering to be

confirmed

CPFR 5458

74. Tottenham Court Road. East and

West Bound Crossrail Platforms


Station

Final platform

numbering to be

confirmed

CPFR 5459

75. Farringdon Platforms 1 and 2 – East



Station

Final platform

numbering to be

confirmed

CPFR 5460

76. Liverpool Street Low Level – East



Station

Final platform

numbering to be

confirmed

CPFR 5461

77. Whitechapel – East and West Bound

Crossrail Platforms


Station

Final platform

numbering to be

confirmed

CPFR 5462

78. Canary Wharf Platforms 1 and 2 CS Passenger Service

Station

CPFR 5463

79. Custom House – East and West

Bound Crossrail Platforms


Station

Final platform

numbering to be

confirmed

CPFR 4249

80. Woolwich Platforms 1 and 2 CS Passenger Service

Station

CPFR 5464

81. Abbey Wood Platforms 1, 2, 3 and 4 CS Passenger Service

Station

All platforms included

as contingency for NKL

reconfiguration

(Plumstead Sidings)

and Passenger Service

Extension

CPFR 5465

82. Stepney Green Junction to Pudding

Mill Lane Junction (via the Pudding

CS [TBC] Passenger Service CPFR 4250,

5480,5481,5482

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

Mill Lane Portal)

83. Maidenhead to Heathrow Airport

Junction (via the Relief Lines)

including Langley Up Loop (Empty

Stock Movements) Iver to West

Drayton East Up Goods Line (Empty

Stock Movements)

NS MLN 1 Passenger Service

(except as noted)

Goods Loops Langley

Up and Iver to West

Drayton East Up subject

to electrification.

CPFR

5417,5422,5423,5424,5

425,5427,5428,5429,54

31,5457, 5426 (not

Yard or reversing siding)

84. Maidenhead to Heathrow Airport

Junction (diversionary via the Main

Lines)

NS MLN 1 Passenger Service CPFR

5417,5424,5425,4531

85. Maidenhead to the Maidenhead

Turnback Sidings

NS MLN 1 Empty Stock

Movements

CPFR 5418,5419,5420

86. Maidenhead to the Maidenhead

Stabling Sidings

NS MLN1 Empty Stock

Movements

CPFR 5421,5435

87. Maidenhead

a) Platforms 1, 2 and 3

(diversionary)



Station

CPFR 4242

88. Taplow Platforms 3 and 4 (SDO

[180] m )


Station

CPFR 5404

89. Burnham Platforms 1 and 2 (SDO

[180] m )


Station

CPFR 5405

90. Slough NS Passenger Service CPFR 5406

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)



Station

91. Langley

a) Platforms 1 and 2 (diversionary,

SDO [160] m )

b) Platforms 3 and 4 (SDO [160]

m )


Station

CPFR 4243

92. Iver




Station

CPFR 5407

93. West Drayton


b) Platforms 3, 4 and 5


Station

CPFR 4244

94. Maidenhead to Reading

Relief and Main Lines

NS MLN1 Passenger Service

Extension

CPFR 1366

95. Kennet Bridge Down Goods Line NS MLN1 Passenger Service

Extension

CPFR 1366

96. Reading to Tilehurst

Relief and Main Lines

Up and Down Goods Lines

NS MLN1 Passenger Service

Extension

CPFR 1366

97. Twyford platforms 1,2,3 and 4 NS Passenger Service

Extension Station

CPFR 1366

98. Reading NS Passenger Service Platforms 7 and 10-15 CPFR 1366

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

a) Platforms 4,5,8 and 9 (current)


(remodelled)

Extension Station incl. subject to station

remodelling

99. Tilehurst platforms 1,2,3 and 4 NS Passenger Service

Extension Station

CPFR 1366

100. Abbey Wood to Dartford Junction NS NKL Passenger Service

Extension

CPFR 1366

101. Dartford Junction to Dartford

Up and Down Main Line, Reversible

Line and Up Platform Loop

NS HDR Passenger Service

Extension

CPFR 1366

102. Dartford to Gravesend via North Kent

Lines


Extension

CPFR 1366

103. Gravesend to Hoo Junction via North

Kent Lines and Gravesend Up and

Down Loops


Extension (Empty

Stock Movements

only)

CPFR 1366

104. Belvedere platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

105. Erith platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

106. Slade Green platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

107. Dartford platforms 1, 2,3 and 4 NS Passenger Service

Extension Station

CPFR 1366

108. Stone Crossing platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

109. Greenhithe platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

110. Swanscombe platforms 1 and 2 NS Passenger Service CPFR 1366

REDACTED VERSION



Infrastructure

Network

Section (NS)

Central

Section (CS)

or Heathrow

Spur (HS)

Engineer’s

Line

Reference


(RfL use only)

Extension Station

111. Northfleet platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

112. Gravesend platforms 1 and 2 NS Passenger Service

Extension Station

CPFR 1366

113. Hoo Junction Staff Halt (not in use) NS Passenger Service

Extension Station

Passing clearance to

Platforms required for

Empty Stock

Movements

CPFR 1366

REDACTED VERSION

SCHEDULE A3

Contract Management

REDACTED VERSION

Schedule A3 (Contract Management)

SCHEDULE A3

Part 1 – General Requirements

1. CONTRACT MANAGERS

1.1 RfL shall appoint a person to be its contract manager and authorise that person to act as

RfL's representative for all purposes of this Agreement (the "RfL Contract Manager").

RfL shall notify the SP in writing of the RfL Contract Manager's appointment or, where

appropriate, the revocation of any such appointment. The SP shall only be bound by such

an appointment or revocation of any such appointment of the RfL Contract Manager where

it has been given the relevant written notice by RfL of such appointment or revocation.

RfL shall endeavour to give one month's written notice to the SP (or such other period as

RfL may consider appropriate) of any replacement of the RfL Contract Manager. As at the

Commencement Date the RfL Contract Manager is [name]1.

1.2 The RfL Contract Manager shall exercise such rights, powers, discretion, functions or

options provided for in this Agreement on behalf of RfL and, subject to paragraph 1.1 and

the requirements for Termination Notices and certain notices pursuant to the Change

Procedure to be countersigned by a person authorised by RfL, the RfL Contract Manager

shall have full authority to act on behalf of RfL for the purposes of this Agreement and the

SP shall in all such matters look to the RfL Contract Manager as if such party were RfL.

1.3 The SP shall appoint a person to be its contract manager and authorise that person to act

as the SP's representative for all purposes of this Agreement (the "SP Contract

Manager"). The SP shall notify RfL in writing of the SP Contract Manager's appointment

or, where appropriate, the revocation of any such appointment. RfL shall only be bound

by such appointment or revocation of any such appointment of the SP Contract Manager

where it has been given the relevant written notice by the SP of such appointment or

revocation. The SP shall give one month's written notice to RfL of any replacement of the

SP Contract Manager. As at the Commencement Date the SP Contract Manager is

[name]2.

1.4 The SP Contract Manager shall exercise such rights, powers, discretion, functions or

options provided for in this Agreement on behalf of the SP and subject to paragraph 1.3

the SP Contract Manager shall have full authority to act on behalf of the SP for the

purposes of this Agreement and RfL shall in all such matters look to the SP Contract

Manager as if such party were the SP.

1.5 Save as provided in paragraph 1.2, any instruction, direction or other act of the RfL

Contract Manager shall bind RfL and any instruction, direction or other act of the SP

Contract Manager shall bind the SP.

2. AUTHORISATION

2.1 Without prejudice to clause 7 (Relationship with CTOC, CRL and representatives) of the

Agreement, each Contract Manager may from time to time as he sees fit authorise an

assistant or agent to exercise any of the powers, rights, discretion, options and/or

functions vested in him and such authorised functions carried out by such assistant or

agent shall bind RfL or the SP (as the case may be) ("Authorisation"). Each Contract

Manager may at any time revoke any such Authorisation ("Revocation"). Any such

Authorisation or Revocation shall be in writing signed by the relevant Contract Manager

and shall state which rights, powers, discretion, options or functions are thereby

Authorised or Revoked respectively. Each such Authorisation or Revocation by a Contract

1 To be completed in due course.

2 To be completed in due course.

REDACTED VERSION


Manager shall take effect upon the other Party being given written notice of such

Authorisation or Revocation.

2.2 The terms of such written Authorisation or Revocation shall be conclusive and the other

Party shall have no claim if it relies on communication from any person other than the

Contract Manager in the absence of such written Authorisation or disregarding such

written Revocation (as the case may be).

2.3 If at any time either Party receives what it considers (acting reasonably) to be conflicting

communications from the other Party, clarification should be sought from the relevant

Contract Manager whose written determination shall be issued within seven Working Days

and shall be conclusive as to the Authorisation.

3. ORGANISATIONAL ARRANGEMENTS

3.1 The SP's internal organisational arrangements for the management of the Project

(including names of Key Posts, reporting lines and organisation charts) shall be as set out

in the Management Plans in respect of each phase of the Project.

3.2 The SP shall ensure that the holders of Key Posts are appropriately qualified, experienced

and available as necessary to undertake their duties under this Agreement. In particular,

the holders of Key Posts shall have an appropriate mixture of the following attributes to

support delivery of the Works and Services:

(a) leadership skills; and

(b) relevant experience (such as working with Crossrail Project stakeholders, relevant

standards, relevant planning regimes and the wider UK rail market).

3.3 The Key Posts shall be those roles specified in appendix 1 to this part 1 and any additional

roles that RfL may add from time to time. One person may undertake more than one Key

Post if approved by RfL.

3.4 On and from the date of this Agreement, the identity of the person undertaking each Key

Post shall be as set out under each Key Post in the table in appendix 1. The SP shall only

make changes to the identity of the Key Posts with the prior written approval of RfL and

shall provide curriculum vitae for candidates proposed for Key Posts and all additional

relevant information that RfL may reasonably request in order to grant such approval.

3.5 RfL shall have the right, acting reasonably, to instruct that the SP remove and replace

with an alternative candidate any person carrying out a Key Post and the SP shall, as soon

as practicable, comply with such instructions.

3.6 The Key Posts which shall be based in the Project Office during the respective period of

engagement in the Works or Services are indicated with an asterisk(*) in appendix 1 to

this part 1. All relevant staff supporting the Key Posts shall also be based in the Project

Office.

3.7 Where a Key Post is required to be away from the Project Office at the SP's design or

manufacturing facilities for a material length of time in order to carry out its obligations, a

suitable substitute (approved by RfL) shall be located in the Project Office during his

absence.

4. RSD SENIOR MANAGERS REVIEW MEETINGS

4.1 Every three Railway Periods from the Commencement Date, the Parties shall hold a

meeting (the "RSD Senior Managers Review Meeting") to review the progress of the

Project and the SP's performance of its obligations under this Agreement. RfL shall be

entitled to call an RSD Senior Managers Review Meeting more frequently if required. The

REDACTED VERSION


RSD Senior Managers Review Meeting shall continue to meet every three Railway Periods

during the Concession Period until such time as RfL instructs otherwise.

4.2 The Parties shall each provide a senior representative to attend the RSD Senior Managers

Review Meeting (of a more senior position than the Contract Manager), along with the

Contract Manager. The senior representative shall be an appropriate director of the Party

in each case.

4.3 The Parties may each invite other representatives of their organisations, subcontractors

and third parties to attend the RSD Senior Managers Review Meeting to the extent

reasonably necessary to discuss specific agenda items.

4.4 The SP shall provide to RfL any agenda items for discussion at the RSD Senior Managers

Review Meeting at least five Working Days prior to the meeting, accompanied by a paper

summarising the issues to be discussed. RfL shall prepare and distribute an agenda and

papers in advance of the meeting including any issues RfL wishes to discuss together with

details of the location for such meeting. The agenda at each meeting shall also include a

discussion of any current Disputes, but this shall be without prejudice to any ongoing

formal dispute proceedings.

4.5 RfL shall take minutes at each RSD Senior Managers Review Meeting and circulate copies

of the minutes to the SP for agreement. Once agreed by the Parties, these minutes shall

form a full and accurate record of the meeting.

5. PROJECT PROGRESS REPORTS AND REVIEW MEETINGS

5.1 Project Progress Reports

(a) By the end of the last working day of the third week of each Railway Period, the SP

shall issue a report to RfL on its actual progress during the last two weeks of the

previous Railway Period and the first two weeks of the current Railway Period, and

a forecast of the progress in the last week of the current Railway Period, in

connection with the Project and in satisfying the Assurance Regime and each of the

other requirements specified in this Agreement (the "Project Progress Report").

(b) The first Project Progress Report shall be produced during the first whole Railway

Period to occur after the Commencement Date and shall continue to be produced

by the SP and submitted to RfL in accordance with this paragraph 5 throughout the

Concession Period. The Project Progress Report shall include a Train Works section

(including the DOO CCTV Works), a Depot Works section and a Services section,

when relevant, as described in paragraph 1.5 of parts 2, 3 and 4 of this schedule

A3.

5.2 Additional Reports

Without prejudice to the foregoing, RfL shall have the right, acting reasonably, to request

additional management reports from the SP setting out specific details in relation to

certain aspects of the Project. The SP shall provide any such additional report to RfL as

soon as reasonably practicable.

5.3 Project Review Meetings

(a) The Parties shall hold a review meeting in relation to the Project Progress Report

and related matters once every Railway Period or more frequently upon the request

of either Party (the "Project Review Meeting").

(b) The Project Review Meeting shall be undertaken in sections to separately consider

the Train Works (including the DOO CCTV Works), Depot Works and Services as

appropriate.

REDACTED VERSION


(c) RfL shall circulate an agenda prior to each Project Review Meeting, and the SP shall

be entitled to call for the addition of agenda items before or at the commencement

of the Project Review Meeting.

(d) Each Project Review Meeting shall take place at the TfL Group offices or such other

place as specified by RfL, in each case with reasonable notice to the SP in advance

of the relevant Project Review Meeting.

(e) The RfL Contract Manager and the SP Contract Manager shall both attend the

Project Review Meeting unless otherwise agreed by the Parties. Other employees,

agents and/or contractors of each Party including Key Subcontractors and other

employees, agents and/or contractors of the TfL Group may attend a Project

Review Meeting. RfL has the right, acting reasonably, to require the attendance of

any relevant Subcontractor of the SP at a Project Review Meeting.

(f) The Parties shall maintain an open and co-operative relationship in order to

promote the success of the Project.

(g) RfL shall chair the Project Review Meeting and shall produce and circulate the

minutes promptly after the completion of each Project Review Meeting.

5.4 Subcontractor Meetings

The SP shall advise RfL of any meetings between itself, Subcontractors, suppliers

and/or any Competent Authority concerning the subject matter of this Agreement. RfL or

its nominee reserves the right to attend any or all such meetings, to the extent reasonably

necessary (such right is not, for the avoidance of doubt, to include meetings between the SP

and its Subcontractors and suppliers relating to their commercial relationship).

6. COMMUNICATIONS AND DOCUMENT CONTROL

6.1 Communications

(a) The SP shall use such electronic document management systems for written

communications as shall be specified by RfL from time to time in respect of the

communications taking place during the different phases of the Project.

(b) The Contract Managers shall nominate users for these systems in each case and

each Contract Manager shall notify the other Contract Manager of any changes

necessary to user accounts and shall co-operate to prevent the misuse of these

systems.

6.2 Document Control and Management

(a) Unless instructed otherwise by RfL, the SP shall submit all written documents

(including programmes and drawings) to be provided pursuant to this Agreement

to RfL in accordance with clause 58 (Notices) and:

(i) in English;

(ii) in electronic form;

(iii) in good legible quality;

(iv) where applicable shall incorporate definitions, a graphic scale, and/or any

other appropriate guide for interpretation; and

(v) under cover of a document transmittal in a format to be specified by RfL.

REDACTED VERSION


(b) The SP shall submit all programmes to RfL in Primavera Project Planner or in such

other form as RfL may specify from time to time.

(c) The SP shall submit all large drawings to RfL in hard copy as well as in electronic

form.

(d) RfL shall provide the SP with configured electronic document management systems

and software which it shall employ for the purposes of the Project.

(e) The SP shall be responsible for training its staff and following the document

management procedures prescribed by RfL.

(f) Unless otherwise agreed with RfL, each communication shall cover one subject

only, and shall bear an individual sequential number in accordance with the system

to be prescribed by RfL.

(g) RfL shall prescribe a coding protocol in respect of correspondence which shall be

adopted by the Parties.

(h) Subject to clause 7 (Relationship with CTOC, CRL and Representatives), all

correspondence between the SP on the one hand and other parties appointed or

under the control of RfL or any member of the TfL Group on the other relating or

linked to this Agreement or the subject matter of this Agreement, shall be made

through RfL.

7. PROJECT PROGRAMME

7.1 Project Programme

(a) The SP represents and warrants to RfL that the Project Programme complies with

the requirements described in parts 1 to 4 of this schedule A3 and part 1 of

schedule A1 (Project Programme).

(b) The Project Programme shall be in Primavera P6 (version 6.2.1 or later) and shall

clearly identify the interfaces between and the critical paths for the Train Works up to

and including Fleet Acceptance and the Depot Works up to the Depot Completion

Date. Interfaces with other parties, including but not limited to CRL, NR, the CTOC,

FGW and British Waterways shall also be shown clearly on the Project Programme.

(c) The Project Programme shall be in logic linked CPM network format showing the

critical path(s), early start and finish dates, late start and finish dates and total float.

Submissions shall be made in both hardcopy and electronic (Primavera .xer) formats.

(d) The SP shall maintain a hierarchy of programmes that support each other whilst

keeping detail at the appropriate level within the hierarchy. In this way duplication

of effort during the update cycle should be avoided.

(e) No activity in the Project Programme should last longer than 20 Working Days with

the exception of submission review/acceptance and material fabrication/procurement

activities and the through life elements.

(f) The Project Programme shall include activity descriptions which describe which work

is to be carried out and where and use of the Primavera Log for additional descriptive

information, as required.

(g) No more than 25 per cent. of the activities that constitute the controlling operations

or critical path shall be critical (critical activities being defined as float in the range of

one to ten Working Days).

REDACTED VERSION


(h) The following table identifies each level of the programme hierarchy:-

Prog

Level

Description Comments Software

Level 1 SP's summary schedule 1-2 page summary of the

Project Programme

Excel

Level 2 SP's summary engineering,

procurement, fabrication,

construction and

commissioning schedule

Logic-linked CPM network.

summary of Level 3 Project

Programme

P6

Level 3 Project Programme Resource loaded logic-linked

CPM network

P6

Level 4 Project Progress Report Detailed management tool

identifying each major

deliverable and status

Excel or

Access

Level 4 SP's procurement schedule Detailed procurement control

tool identifying all major

purchase orders and

subcontracts and their status

Excel or

Access

Level 4 SP's weekly work plan (four

week rolling programme)

Suitable level of detail to

assess progress and plan

work operations on a weekly

basis

Excel

Level 4 SP's Testing, Commissioning,

Integration and Assimilation

Programme

Logic-linked CPM network for

use in co-ordinating the said

activities

P6

8. RISK MANAGEMENT

8.1 The SP shall comply with the Train Works Risk Management Plan, the Depot Works Risk

Management Plan and the Services Risk Management Plan (as each one is defined in

paragraph 1.2 of parts 2, 3 and 4 respectively of this schedule A3) (together the "Risk

Management Plans").

8.2 The SP shall submit to RfL any changes it wishes to make to any of the Risk Management

Plans for RfL's approval.

8.3 Within five Working Days of the last Working Day of the third week of each Railway

Period, the SP shall prepare and submit to RfL a risk management report ("Risk

Management Report") by reference to the Risk Management Plans reporting on actual

performance for the last week of the preceding Railway Period and the first three weeks of

the current Railway Period.

9. REPORTING ON HEALTH, SAFETY AND ENVIRONMENTAL MATTERS

Throughout the Concession Period the SP shall report on health and safety and

environmental matters in accordance with schedule A13 (Health and Safety) and schedule

A15 (Environment).

10. QUALITY MANAGEMENT PLANS

10.1 The SP shall develop and implement a plan for quality management in respect of each of

the Train Works (including the DOO CCTV Works), the Depot Works, the Services (the

REDACTED VERSION


"Train Works Quality Management Plan", the "Depot Works Quality Management

Plan" and the "Services Quality Management Plan", together the "Quality

Management Plans"). The SP may use procedures and documentation common to more

than one phase of the Project but each Quality Management Plan shall be capable of being

independently implemented.

10.2 As applicable to each of the Train Works, the Depot Works and the Services, the Quality

Management Plan shall include, but not be limited to, the SP's:

(a) quality policy;

(b) quality management organisation;

(c) quality management systems for, inter alia:

(i) project and programme/schedule management;

(ii) design;

(iii) construction;

(iv) testing;

(v) delivery of the Services;

(vi) management of change and non conformities; and

(vii) project reporting;

(d) information technology and document control and retention procedures

(e) process for the selection of suppliers and subcontractors;

(f) quality performance indicators;

(g) quality system review and continuous improvement processes;

(h) inspection and quality assurance processes (including suppliers and

subcontractors);

(i) auditing requirements and methods;

(j) non conformance and corrective action processes

(k) risk management processes

(l) customer complaints handling process; and

(m) other applicable quality procedures and all other relevant quality matters envisaged

by this Agreement and applicable to that phase of the Project.

10.3 The quality management system referred to in paragraph 10.2(c) above shall be certified

to ISO 9001 (or equivalent).

10.4 The Quality Management Plans shall form part of the Management Plans and the structure

and contents for each of the Quality Management Plans shall be as set out in appendix 1

to each of parts 2, 3 and 4 respectively of this schedule A3.

10.5 The SP shall submit each Quality Management Plan to RfL with supporting evidence

satisfactory to RfL of certification to ISO 9001 no later than:

REDACTED VERSION


(a) three months after the Commencement Date in respect of the Depot Works Quality

Management Plan;

(b) three months after the Commencement Date in respect of the Train Works Quality

Management Plan; and

(c) 12 months prior to the Contractual Provisional Acceptance Date of the first Unit in

respect of the Services Works Quality Management Plan.

11. ASSURANCE PLANS

11.1 Technical assurance

The SP shall comply with the requirements of schedule A4 (Assurance) to develop and

implement the DOO CCTV Preliminary TAP, RS TAP and the Depot TAP.

11.2 Compliance assurance

In addition to the technical assurance provided by compliance with the Technical

Assurance Plans, the SP shall develop and implement assurance plans containing

procedures that will progressively assure RfL that the Train Works (including the DOO

CCTV Works), the Depot Works, the Services are each delivered in compliance with the

requirements of this Agreement (the "Train Works Compliance Assurance Plan", the

"Depot Works Compliance Assurance Plan" and the "Services Compliance

Assurance Plan" respectively, together the "Compliance Assurance Plans"). Each

Compliance Assurance Plan shall include the programme for and processes to be used to

manage, Assurance Acceptance submissions in accordance with part 1 to schedule A4 in

respect of that phase of the Project.

11.3 The SP shall produce a Compliance Assurance Plan for each of the Depot Works, the Train

Works (including the DOO CCTV Works) and the Services. The SP may use assurance

management procedures and documentation common to more than one phase of the

Project but each Compliance Assurance Plan shall be capable of being independently

implemented.

11.4 The Compliance Assurance Plans shall form part of the Management Plans, and the

Compliance Assurance Plan structure and contents for each of the Train Works (including

the DOO CCTV Works), the Depot Works and the Services shall be as set out in appendix

1 to each of parts 2, 3 and 4 of this schedule A3 (Contract Management).

11.5 The SP shall submit each Compliance Assurance Plan to RfL no later than:

(a) three months after the Commencement Date in respect of the Train Works

Compliance Assurance Plan;

(b) three months after the Commencement Date in respect of the Depot Works

Compliance Assurance Plan; and


respect of the Services Compliance Assurance Plan.

12. MANAGEMENT PLANS

12.1 The SP shall develop a plan defining how the Project will be managed during each of the

Train Works (including the DOO CCTV Works), the Depot Works and the Services (the

"Train Works Management Plan", the "Depot Works Management Plan" and the

"Services Management Plan" respectively, together the "Management Plans").

REDACTED VERSION


12.2 Each Management Plan shall contain all strategies, plans, management systems and

procedures and other project execution information required by this Agreement as

applicable to the Train Works (including the DOO CCTV Works), Depot Works and

Services.

12.3 The SP may make certain elements of the Management Plans common to more than one

of the Management Plans but each Management Plan shall be capable of being

independently implemented.

12.4 The structure of each Management Plan shall be as set out in appendix 1 to parts 2, 3 and

4 (as applicable) of this schedule A3.

12.5 The SP shall submit each Management Plan to RfL no later than:

(a) three months after the Commencement Date in respect of the Train Works

Management Plan;

(b) three months after the Commencement Date in respect of the Depot Works

Management Plan; and


respect of the Services Management Plan.

REDACTED VERSION


APPENDIX 1 TO PART 1

Key Posts

Each position identified in the table below is a Key Post and the person named in respect of each

Key Post shall carry out such role unless otherwise agreed in accordance with paragraph 3 of this

part 1 to schedule A3:3

Train Works Depot Works Services

SP Contract Manager*

[Insert name]


[Insert name]


[Insert name]

SP Project Manager*

[Insert name]

SP Project Manager*

[Insert name]

SP Project Manager*

[Insert name]

Train Works Project Manager*

[Insert name]

Depot Works Project Manager*

[Insert name]

Operations and Maintenance

Manager*

[Insert name]

Train Works Project Director

[Insert name]

Depot Works Project Director

[Insert name]

Operations and Maintenance

Director

[Insert name]

Train Works Engineering

Manager (during design)*

[Insert name]

Depot Works Engineering

Manager*

[Insert name]

Operations Delivery Manager*

[Insert name]

Train Works Engineering Safety

Manager

[Insert name]

Depot Works Planning

Manager*

[Insert name]

Operations Resilience Manager

[Insert name]

Train Works Engineering Safety

Assessor

[Insert name]

Depot Works Health and Safety

Manager*

[Insert name]

Operations Safety Manager*

[Insert name]

Train Works Quality Manager

[Insert name]

Depot Works Security

Manager*

[Insert name]

Operations Security Manager

[Insert name]

Depot Works Environmental

Manager*

[Insert name]

Operations Environmental

Manager*

[Insert name]

Depot Works Ecologist*

[Insert name]

Depot Facility Manager

[Insert name]

3 Names to be agreed and inserted prior to Financial Close.

REDACTED VERSION


Depot Works Quality Manager*

[Insert name]

SP Service Technician

[Insert name]

Depot Works Consents Co-

Ordinator*

[Insert name]

Responsible Procurement

Representative* (also applies

to Train Works and Services)

[Insert name]

* denotes each Key Post which will be based at the Project Office during the time of engagement in managing

the Works or Services.

REDACTED VERSION


SCHEDULE A3

Part 2 – Train Works

1. PROJECT PLANNING, REPORTING, MONITORING AND CONTROL

1.1 Train Works Management Plan

(a) The SP shall manage the Train Works (including the DOO CCTV Works) in

accordance with the Train Works Management Plan.

(b) The Train Works Management Plan shall be structured in accordance with, and as a

minimum comprise the strategies, plans, management systems, procedures,

programmes and project execution information set out in appendix 1 to this part 2

of schedule A3.

1.2 Train Works Execution Strategy

(a) The SP shall document its high level strategy for delivering the Train Works

including, but not limited to:

(i) the SP's management structure accountable and responsible for delivering

all facets of the Train Works (including the DOO CCTV Works), including the

names of Key Post holders and their curricula vitae ("Train Works

Management Structure"). The Train Works Management Structure shall

include the key interfaces with, inter alia, RfL, Infrastructure Managers,

regulatory and approving bodies and other stakeholders and Major

Equipment Subcontractors;

(ii) how the SP will supervise and manage subcontractors during the design,

manufacturing and testing stages ("Train Works Supplier Management

Plan");

(iii) how the SP's procedures as set out in the Train Works Quality Management

Plan will be applied to each stage of the Train Works and harmonised

across multiple design, manufacturing and testing sites, where applicable;

(iv) how the SP will mobilise and organise sufficient appropriately qualified and

experienced staff and manage the Unit and the DOO CCTV Works

engineering and design teams. The SP shall state the principal locations

where engineering and design teams are located ("Train Works

Engineering and Design Management Plan"). The Train Works

Engineering and Design Management Plan shall include the level of

engineering and design support to be given to production, reassembling,

testing and commissioning operations;

(v) how the SP will mobilise and organise sufficient appropriately qualified and

experienced staff and suitable facilities of the required capacity for the

manufacture of the Units and Equipment. The SP shall state the principal

locations where Unit manufacturing (including the Train Manufacturer's

Facility) will take place ("Train Works Construction Management

Plan"). The Train Works Construction Management Plan shall clearly

describe when, and at which location, Vehicles will be brought together to

form Units;

(vi) how the SP will mobilise and organise sufficient appropriately qualified and

experienced staff and suitable facilities of the required capacity for the

REDACTED VERSION


Factory Acceptance Testing of the Units and Equipment. The SP shall state

the principal locations for where the Factory Acceptance Tests for Vehicles

and Units shall be performed ("Train Works Factory Acceptance Test

Plan");

(vii) a description of the SP's strategy for obtaining all Relevant Approvals to

permit Units to operate or test, as required, on the Network, Central Section

and Heathrow Spur, and in unrestricted passenger service in accordance

with this Agreement ("Relevant Approvals Management Plan (Train

Works)");

(viii) the SP's strategy for delivery, commissioning and Pre-Provisional and

Provisional Acceptance of the Units and Equipment Acceptance of the

Equipment ("Provisional Acceptance Management Plan"). The

Provisional Acceptance Management Plan shall set out acceptance activities

and locations;

(ix) the SP's strategy for achieving Final and Fleet Acceptance in accordance with

the Project Programme ("Final and Fleet Acceptance Management

Plan");

(x) the SP's plan for converting RLUs into FLUs in accordance with the Project

Programme ("RLU Conversion Management Plan");

(xi) how the SP will develop the Manuals and Training Materials and how training

will be delivered in accordance with this Agreement for the Units and

Equipment ("Unit and Equipment Manuals and Training Plan");

(xii) how the SP will develop the Simulator design and programming in

accordance with this Agreement ("Simulator Development Plan");

(xiii) how the SP will develop the Generic DOO CCTV System Design and DOO

CCTV System design in accordance with this Agreement; and

(xiv) identification and mitigation of technical and commercial project risks during

the Train Works (including the DOO CCTV Works) ("Train Works Risk

Management Plan"),

together forming the "Train Works Execution Strategy".

(b) The Train Works Execution Strategy shall form part of the Train Works

Management Plan and the SP may incorporate by reference relevant components of

other plans into the Train Works Execution Strategy.

(c) The SP shall submit the Train Works Execution Strategy to RfL no later than one

month after the Commencement Date and shall promptly update and re-issue to

RfL in the event of any amendments to the Train Works Execution Strategy.

1.3 Train Works Programme

(a) The SP represents and warrants to RfL that the Train Works Programme complies

with the requirements described in paragraphs 1.3(b) and 1.3(c) below.

(b) The Train Works Programme shall be in Primavera P6 and fully integrated at level 3

with the Project Programme as required in paragraph 7.1 of part 1 of this schedule

A3 and shall clearly identify the start and finish dates and the critical path for the

design, manufacture, testing, commissioning and supply of the Units and

Equipment up to Fleet Acceptance and the Generic DOO CCTV System Design.

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(c) Without prejudice to the Train Technical Requirements and paragraph 1.3(b), the Train

Works Programme shall set out, as a minimum, start and finish dates and

dependencies for each of the following which shall reflect and be consistent with

the Project Programme and all the other requirements of this Agreement:

(i) in respect of the Units:

(A) each Stage and Stage Gate Review within the '"V" life-cycle model for

the development and design of each Subsystem and Vehicle Design

Area;

(B) the design review process (including Design Freeze Dates) for each

Subsystem and each Vehicle Design Area;

(C) the procurement of each system, Major Component and Part for each

Subsystem and each Vehicle Design Area;

(D) the manufacture of each Unit, including each stage of production for

each Vehicle forming part of that Unit;

(E) Type Testing, including static type testing, testing on test-track and

testing on each of the Network Sections, the Central Section and the

Heathrow Spur and in each case detailed by test and in accordance

with the Agreed Testing Programme;

(F) Factory Acceptance Tests of the Units in accordance with the Agreed

Testing Programme;

(G) all Relevant Approvals as required by this Agreement;

(H) the provision of the Mock-Up and any other mock-ups and the dates

for each of the processes associated with the development of each

mock-up including inspections and approvals;

(I) inspections of each Unit (detailed by each inspection and Unit);

(J) the certification by the SP and external body certification (detailed by

item);

(K) the delivery and commissioning of each Unit;

(L) achievement of each Acceptance stage for each Unit;

(M) the delivery of each Rolling Stock Technical Case in accordance with

the Technical Case Plan; and

(N) the start and finish dates and the critical path for each relevant stage

of the Crossrail Services and the provision of Services to Fleet

Acceptance;

(ii) in respect of the Manuals, each stage of the development, review and

production of the Manuals;

(iii) in respect of each item of Equipment, achievement of Equipment Acceptance

for each such item of Equipment;

(iv) in respect of the Simulator, each stage in the development, design,

manufacture, testing, delivery, installation and commissioning of the

Simulator;

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(v) in respect of the DOO CCTV Works:

(A) the Stage Gate Review within the "V" life-cycle model for the Generic

DOO CCTV System Design;

(B) the Type Testing of the DOO CCTV System;

(C) the manufacture of the Station Proprietary Items;

(D) Factory Acceptance Tests of the Station Proprietary Items in

accordance with the Agreed Testing Programme;

(E) the delivery of the Station Proprietary Items;

(F) achievement of Equipment Acceptance for the Station Proprietary

Items;

(G) the provision of the DOO CCTV Initial Spares and the DOO CCTV

Special Tools; and

(H) achievement of Equipment Acceptance for the DOO CCTV Initial

Spares and the DOO CCTV Special Tools;

(vi) in respect of the Depot Works, any relevant dependencies;

(vii) the provision of the Initial Spares and the Initial Special Tools and dates for

delivery of tranches of each;

(viii) the provision of training in accordance with clause 19 of the Agreement;

(ix) the information, approvals, and/or other inputs that will be required by the

SP from RfL, Competent Authorities and/or other third parties;

(x) the agreed dates for the provision of information by the SP required by

CRL's Central Section contractors including the Systemwide Contractor, as

applicable, in relation to Central Section Testing; and

(xi) all other plans, strategies and procedures that are applicable to the Train

Works and the DOO CCTV Works that the SP is required to submit in

accordance with this Agreement.

(d) On request by RfL, the SP shall provide any additional detail, dates or individual

programmes relating to a particular aspect of the Project.

(e) The Train Works Programme shall not be changed without RfL prior written consent

or in accordance with a Change Confirmation Notice.

1.4 Progress against Train Works Programme


shall provide to RfL a report in hard copy and electronic format showing actual

progress by the SP against the Train Works Programme (the "Train Works

Progress Report") during the last two weeks of the previous Railway Period and

the first two weeks of the current Railway Period, and a forecast of the progress in

the last week of the current Railway Period.

(b) The first Train Works Progress Report shall be produced during the first whole

Railway Period to occur after the Commencement Date and shall continue to be

produced by the SP and submitted to RfL in accordance with paragraph 1.4(a) until

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all Units have been Provisionally Accepted, or until all activities shown on the Train

Works Programme are complete, whichever is the later.

(c) The SP shall ensure that each Train Works Progress Report continues to clearly

identify the start and finish dates and the critical path for the design, manufacture,

testing, commissioning and supply of the Units and Equipment and the Generic

DOO CCTV System Design and without prejudice to the foregoing, the matters set

out in paragraph 1.3(c).

(d) Where a Train Works Progress Report shows a delay or a potential delay against

the Train Works Programme or any change in the dependencies associated with the

Train Works Programme, the SP shall provide RfL with a report (the "RS

Exception Report"), which shall include, the following:

(i) the extent of the delay or the potential delay and/or change and the

potential impact on the Train Works Programme;

(ii) the reason for the delay or the potential delay and/or change;

(iii) the mitigation measures that the SP has taken or proposes to undertake to

reduce the impact of the delay or the potential delay and/or change; and

(iv) the measures taken, and the measures proposed, to prevent recurrence of

the event which caused the delay or the potential delay and/or change

and/or similar such events in the future.

(e) The SP shall include a commentary in the RS Exception Report for any delayed

tasks which are not on the critical path, but which have any potential to become a

factor in Project timescales.

(f) The SP acknowledges and agrees that no Train Works Progress Report or any other

provision in this paragraph 1.4 shall:

(i) constitute a Change under the Change Procedure; or

(ii) entitle the SP to an extension of time to any Relevant Acceptance Date or

otherwise entitle the SP to any adjustment to the Train Works Programme.


(a) Without prejudice to paragraph 1.5 of part 3 of this schedule A3, the SP shall

ensure that the Train Works section of the Project Progress Report contains the

information described in this paragraph 1.5(a). The Project Progress Report shall

confirm where activities are proceeding as planned, and provide a commentary on

any matters of exception. The Project Progress Report shall include:

(i) the current Train Works Progress Report;

(ii) the RS Exception Report (if appropriate);

(iii) a confirmation that the design, manufacture, testing, commissioning and

supply of the Units and Equipment and the Generic DOO CCTV System

Design is proceeding in accordance with the Train Works Programme

including the process for obtaining Relevant Approvals (other than as

disclosed in the RS Exception Report);

(iv) the Train Works Risk Management Report;

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(v) commentary on any activities where the SP considers that any problems

may arise, including:

(A) the reason for the problem;

(B) the extent of the problem and the potential impact on the Project;

(C) the mitigation measures that the SP has taken or proposes to

undertake to reduce the impact; and

(D) the measures taken, and the measures proposed, to prevent

recurrence of the event which caused the problem and/or similar such

events in the future;

(vi) the physical status of each Unit in respect of the design, manufacture,

testing, commissioning and supply stages;

(vii) a report on the performance of the in-service Units (while the manufacture

of the remaining Units is still in progress);

(viii) the physical status of the Station Proprietary Items in respect of the design,

manufacture, testing and supply stages;

(ix) subject to any obligations of confidentially to which the SP is subject, a

section highlighting any defects or design, maintenance or operational

issues that have arisen in any analogous rolling stock manufactured (or

being manufactured) by the SP or in any rolling stock of which it has

knowledge, that may occur or otherwise affect the Units;

(x) a report on payments to the Train Carried Signalling Equipment

Subcontractor in accordance with clause 5.9(g) of the Agreement;

(xi) a report on any dependencies with the Depot Works;

(xii) the status of any applications for Changes, Relief Events, Compensation

Events and/or Changes in Law in accordance with the provisions of part VI

of the RSPA;

(xiii) progress with the submissions of all plans, strategies, programmes and

procedures required by this Agreement; and

(xiv) Assurance Acceptance metrics.

(b) The SP shall issue the Project Progress Report in accordance with the timescales in

paragraph 5.1 of part 1 of this schedule A3.



additional management reports from the SP setting out specific details in relation to the

Train Works. The SP shall provide any such additional report to RfL as soon as reasonably

practicable.

2. PROJECT REVIEW MEETINGS – TRAIN WORKS SECTION

2.1 The Parties shall dedicate part of each Project Review Meeting to the progress of the Train

Works (including the DOO CCTV Works) and related matters. The agenda circulated prior

to each Project Review Meeting shall include specific Train Works matters to include, inter

alia, those items listed in paragraph 1.5(a) of this part 2 of schedule A3. The SP shall be

REDACTED VERSION


entitled to call for the addition of agenda items before or at the commencement of the

meeting.

2.2 The primary purpose of the Train Works section of the Project Review Meeting shall be to:

(a) monitor the SP's performance against the requirements of this Agreement;

(b) monitor the activities at the interface between the SP and RfL and the SP and the

CTOC; and

(c) provide a focal point for the resolution of any problems or issues.

2.3 The Train Works section of the Project Review Meeting shall achieve the purposes

specified in paragraph 2.2 by:

(a) reviewing the Train Works Progress Report, the Project Progress Report and refer

to the Train Works Execution Strategy in order to:

(i) compare activity progress against the Train Works Programme and discuss

any variances;

(ii) determine whether any further remedial or mitigation actions are needed to

correct variances; and

(iii) ensure that appropriate responsibility for actions is agreed;

(b) reviewing quality, safety and technical matters to ensure that the Equipment will

comply with this Agreement;

(c) reviewing the status of any Changes;

(d) identifying matters which could potentially affect the SP's performance of its

obligations under the Agreement; and

(e) identifying any major concerns regardless of source and ensuring that appropriate

actions are agreed to facilitate resolution of such concerns.

3. LIAISON MEETINGS

The SP shall, from time to time, attend additional liaison meetings as required by RfL, as

part of a process of assuring RfL that the obligations of the SP under this Agreement are

being achieved. Such meetings are expected to be held with, inter alia, the Crossrail Safety

Review Panel, the Systemwide Contractor(s), HAL, HEOC, the Heathrow Express Safety Review

Group, any Delivery Partners or Infrastructure Manager(s) of the Crossrail Infrastructure and

are expected to cover design, manufacture, statutory body approval, testing and

commissioning and introduction of Units into service and testing and commissioning of

Crossrail Infrastructure using the Units.

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Train Works Management Plan


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SCHEDULE A3

Part 3 – Depot Works


1.1 Depot Works Management Plan

(a) The SP shall manage the Depot Works in accordance with the Depot Works

Management Plan.

(b) The Depot Works Management Plan shall be structured in accordance with, and as

a minimum comprise the strategies, plans, management systems, procedures,


of schedule A3.

1.2 Depot Works Execution Strategy

(a) The SP shall document its high level strategy for delivering the Depot Works

including, but not limited to:


all facets of the Depot Works, including the names of the holders of the Key

Posts and their curricula vitae ("Depot Works Management Structure").

The Depot Works Management Structure shall include the key interfaces

with, inter alia, RfL, Infrastructure Managers and other stakeholders and

shall define the management structure of the relevant principal

Subcontractors;

(ii) how the OOC Depot will be brought into use in phases including the facilities

available at each stage ("Depot Opening Strategy");

(iii) how the SP will organise and execute the design of the OOC Depot including

mobilisation of subcontractors, suppliers and sufficient appropriately

qualified staff ("Depot Design Management Plan");

(iv) how the SP will organise and execute the construction and testing of the

OOC Depot, including mobilisation of subcontractors, suppliers and sufficient

appropriately qualified staff ("Depot Construction and Testing

Management Plan");

(v) how the SP will prepare and issue manuals for the operation and

maintenance of the OOC Depot and how training will be delivered to those

parties responsible for, or participating in, operation and maintenance of the

depot ("Depot Manuals and Training Plan");

(vi) the way the relationship with CRL, its contractors, any Third Party Users and

the Infrastructure Manager at the boundary with the Network, will be

managed during the depot design, construction, testing, commissioning,

integration and assimilation stages ("Depot Works Joint Working Plan");

and

(vii) identification and mitigation of Project risks during the Depot Works

("Depot Works Risk Management Plan"),

together forming the "Depot Works Execution Strategy".

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(b) The Depot Works Execution Strategy shall form part of the Depot Works

Management Plan. The SP may incorporate by reference into the Depot Works

Execution Strategy any relevant component of the Depot Works Management Plan.

(c) The SP shall submit the Depot Works Execution Strategy to RfL no later than one

month after the Commencement Date and shall promptly update and re-issue to

RfL in the event of any amendments.

1.3 Depot Works Programme

(a) The SP represents and warrants to RfL that the Depot Works Programme complies

with the requirements described in paragraphs 1.3(b) and 1.3(c) of this part 3.

(b) The Depot Works Programme shall be in Primavera P6 and fully integrated at Level

3 with the Project Programme as required in paragraph 7.1 of part 1 of this

schedule A3 and shall clearly identify the start and finish dates and the critical path for

the design, construction, testing, commissioning, assimilation, integration and

completion up to the Depot Completion Date. Interfaces with other parties,

including but not limited to CRL, NR, the CTOC, FGW and British Waterways shall also

be shown clearly on the Depot Works Programme.

(c) Without prejudice to the Depot Technical Requirements and paragraph 1.3(a), the Depot

Works Programme shall set out, as a minimum, start and finish dates and

dependencies for each of the following activities:

Design

(i) Preliminary Depot Design - stages of development, submissions and

reviews;

(ii) Detailed Depot Design – stages of development, submissions and reviews

for each Depot Section;

(iii) Planning Permission, CRL Consents and other Relevant Approvals for each

Depot Section;

(iv) final, as-built drawings;

Construction

Depot Section A (including all Works at depot throat)

(i) mobilisation and site establishment;

(ii) demolition and site clearance;

(iii) temporary works;

(iv) access road works;

(v) environmental works and other enabling works;

(vi) drainage and civils works;

(vii) depot buildings;

(viii) stabling roads and permanent way;

(ix) signalling and communications;

REDACTED VERSION


(x) traction and non-traction power;

(xi) wheel lathe installation;

(xii) train wash plant installation;

(xiii) testing, commissioning, integration and assimilation;

(xiv) achievement of each Depot Works Assurance Acceptance stage;

(xv) completion of the Depot Works;

(xvi) high level overlay of dependencies with the Train Works Programme;

(xvii) key supplier order dates (letters of intent);

Depot Section B




(iv) environmental works and other enabling works;

(v) drainage and civils works;

(vi) depot buildings;

(vii) stabling roads and permanent way;

(viii) signalling and communications;

(ix) traction and non-traction power;

(x) testing, commissioning, integration and assimilation;

(xi) achievement of each Depot Works Assurance Acceptance stage;

(xii) completion of the Depot Works;

(xiii) high level overlay of dependencies with the Train Works Programme;

(xiv) key supplier order dates (letters of intent);

Depot Section C




(iv) environmental works and other enabling works;

(v) drainage and civils works;

(vi) depot buildings;

REDACTED VERSION


(vii) stabling roads and permanent way;

(viii) signalling and communications;

(ix) traction and non-traction power;

(x) testing, commissioning, integration and assimilation;

(xi) achievement of each Depot Works Assurance Acceptance stage;

(xii) completion of the Depot Works;

(xiii) landscaping and site restoration;

(xiv) high level overlay of dependencies with the Train Works Programme;

(xv) key supplier order dates (letters of intent);

Network Rail:

(i) track;

(ii) track drainage;

(iii) signalling;

(iv) traction power;

(v) traction power – earthing and bonding;

(vi) Overhead Line Equipment (OLE);

(vii) telecommunications connection;

(viii) operational telephones;

(ix) operational radio;

(x) civil engineering;

Communications:

(i) operational radio;

(ii) depot radio;

(iii) operational and retail telephones;

(iv) telecommunications – data links;

(v) Distribution Network Operator (DNO) – earthing and bonding;

(vi) electrical services (DNO supply);

Utilities:

(i) gas supply;

(ii) Thames Water – water supply;

REDACTED VERSION


(iii) Thames Water – sewerage connection;

(iv) route control centre interfaces;

Third party interfaces:

(i) London Borough of Ealing (planning consents);

(ii) London Borough of Hammersmith and Fulham (planning consents);

(iii) FGW;

(iv) British Waterways;

(v) procurement of contractors/suppliers and any long lead items;

CTOC Area:

(i) Simulator (including accommodation and fit out of Simulator suite as well as

dependencies);

(ii) information boards;

(iii) electrical services and utilities;

(iv) staff accommodation;

(v) mess facilities;

(vi) booking on point;

(vii) welfare facilities;

(viii) car parking;

Operational integration:

(i) information, approvals, and/or other inputs that will be required by the SP

from RfL, Competent Authorities and/or other third parties;

(ii) safe working plans to be agreed with CTOC;

(iii) agreed dates for the provision of information by the SP required by any

other relevant CRL contractor; and

(iv) all other plans, strategies, programmes and procedures applicable to the

Depot Works that the SP is required to submit to RfL in accordance with this

Agreement.

(d) Unless expressly stated otherwise, the Depot Works Programme shall not be

amended in any manner or form without the prior written consent of RfL and

without RfL or its nominee granting Assurance Acceptance to such amendment.

(e) The matters set out in the Depot Works Programme shall be wholly without

prejudice to the SP obligation to achieve each Sectional Completion Certificate in

respect of each Depot Section on each Target Depot Completion Date for that

Depot Section.

REDACTED VERSION


1.4 Progress against Depot Works Programme


shall provide to RfL a report in hard copy and electronic format showing actual

progress by the SP against the Depot Works Programme (the "Depot Works

Progress Report") during the last two weeks of the previous Railway Period and

the first two weeks of the current Railway Period, and a forecast of the progress in

the last week of the current Railway Period.

(b) The first Depot Works Progress Report shall be produced during the first whole

Railway Period to occur after the Commencement Date and shall continue to be

produced and supplied to RfL in accordance with paragraph 1.4(a) until the Depot

Completion Date or until all activities shown on the Depot Works Programme are

complete whichever is the later.

(c) The SP shall ensure that each Depot Works Progress Report continues to clearly

identify the start and finish dates and the critical path for the design, construction,

testing, commissioning, integration, assimilation and completion of the OOC Depot

and the following matters:

(i) the progress of the Depot Works against the Depot Works Programme,

Depot Works Progress Report and any milestones shown therein as at a date

no more than five Working Days prior to the date on which such progress

report is required to be made;

(ii) a schedule of all Depot Works carried out since the last Depot Works

Progress Report;

(iii) all Changes proposed and made;

(iv) a record of all safety and environment related incidents or matters including

the presence, release, disposal, escape, deposit, accumulation or storage of

Hazardous Substances or Waste occurring on the Site or Site Areas which

are known to the SP or the Depot Building Contractor and which have been

reported pursuant to paragraph 9 of part 1 of schedule A3 (Contract

Management);

(v) the Depot Exception Report (if applicable) produced in accordance with

paragraph 1.4(d); and

(vi) all dealings with Competent Authorities including Network Rail in its capacity

as landlord,

together with such further information as RfL may from time to time reasonably

request in connection with the Depot Works and the Depot Works Programme.

(d) Pursuant to clause 14.3 of the Agreement, if the SP becomes aware at any time

that there has been or is likely to be an Event of Delay to the Depot Works, the SP

shall as soon as possible provide RfL with a report (the "Depot Exception

Report") which shall include the following:

(i) the extent of the delay or potential delay and the potential impact on the

Depot Works Programme;

(ii) the reason for the delay or potential delay, when it occurred and when the

SP or Depot Building Contractor first became aware of it;

REDACTED VERSION


(iii) whether in the SP's reasonable opinion the Event of Delay or potential Event

of Delay is a Relief Event, a Compensation Event, a Force Majeure Event, a

Qualifying Change of Law or an RfL Change or none of these;

(iv) the mitigation measures that the SP has taken or proposes to undertake to

reduce the impact of the Event of Delay or potential Event of Delay; and

(v) the measures taken, and the measures proposed, to prevent recurrence of

the Event of Delay or potential Event of Delay and/or similar such events in

the future.

(e) The SP shall include a commentary in the Depot Exception Report for any delayed

tasks which are not on the critical path, but which have any potential to become a

factor in Project timescales.

(f) The SP acknowledges and agrees that subject to clause 14.3 of the Agreement,

neither a Depot Works Progress Report nor any other provision in this paragraph

1.4 shall:

(i) constitute a Change under the Change Procedure; or

(ii) entitle the SP to an extension of time to the Scheduled Depot Completion

Date or otherwise entitle the SP to any adjustment to the Depot Works

Programme.


(a) Without prejudice to paragraph 1.4 of part 2 of schedule A3 (Contract

Management), the SP shall ensure that the Depot Works section of the Project

Progress Report shall include:

(i) the current Depot Works Progress Report;

(ii) the Depot Exception Report (if appropriate);

(iii) a confirmation that the Depot Works are proceeding in accordance with the

Depot Works Programme (other than as disclosed in the Depot Exception

Report);

(iv) the Risk Management Report;

(v) the Undertakings Compliance Report (as required pursuant to paragraph 4.1

of schedule A7 (Undertakings));

(vi) commentary on any activities where the SP considers that any problems

may arise, including:

(A) the reason for the problem;

(B) the extent of the problem and the potential impact on the Project;

(C) the mitigation measures that the SP has taken or proposes to

undertake to reduce the impact; and

(D) the measures taken, and the measures proposed, to prevent

recurrence of the event which caused the problem and/or similar such

events in the future;

REDACTED VERSION


(vii) the physical status of the Depot Works in respect of the design,

construction, testing, commissioning, integration, assimilation and

completion stages including a comprehensive colour photographic record of

the progress of the Depot Works. The SP shall supply the photographs

digitally and each photograph shall be marked with the location and date;

(viii) a report on any dependencies with the Train Works;

(ix) the status of any applications for Changes, Relief Events, Compensation

Events and/or Changes in Law in accordance with the provisions of part VI

of the RSPA;

(x) progress with the submission of all plans, strategies, programmes and

procedures required by this Agreement; and

(xi) Assurance Acceptance metrics.

(b) The SP shall issue the Project Progress Report in accordance with the timescales in

paragraph 5.1 of part 1 of this schedule A3.

2. PROJECT REVIEW MEETINGS – DEPOT WORKS SECTION

2.1 The Parties shall dedicate part of each Project Review Meeting to the progress of the

Depot Works and related matters. The agenda circulated prior to each Project Review

Meeting shall include specific Depot Works matters to include, inter alia, those items listed

in paragraph 1.5(a) of this part 3 of schedule A3. The SP shall be entitled to call for the

addition of agenda items before or at the commencement of the meeting.

2.2 The primary purpose of the Depot Works section of the Project Review Meeting shall be

to:

(i) monitor the SP's performance against the requirements of this Agreement;

(ii) monitor the activities at the interface between the SP and RfL and the SP

and the CTOC; and

(iii) provide a focal point for the resolution of any problems or issues.

2.3 The Depot Works section of the Project Review Meeting shall achieve the purposes

specified in paragraph 2.2 of this part 3 by:

(i) reviewing the Depot Works Progress Report and the Project Progress Report

and referring to the Depot Works Execution Strategy in order to:

(A) compare activity progress against the Depot Works Programme and

discuss any variances;

(B) determine whether any further remedial or mitigation actions are

needed to correct variances; and

(C) ensure that appropriate responsibility for actions is agreed;

(ii) reviewing quality, safety, environmental and technical matters to ensure

that the OOC Depot will comply with this Agreement;

(iii) reviewing the status of any Changes;

(iv) identifying matters which could potentially affect the SP's performance of its


REDACTED VERSION


(v) identifying any major concerns regardless of source and ensuring that

appropriate actions are agreed to facilitate resolution of such concerns. Both

Parties shall endeavour to maintain an open and co-operative relationship,

in order to promote the success of the Project.

2.4 Liaison Meetings

The SP shall, from time to time, attend liaison meetings as required by RfL, as part of a

process of assuring RfL that the obligations of the SP under this Agreement are being

achieved. Such meetings are expected to be held with, inter alia, Network Rail, any other Third

Party Users, HS2, London Borough of Hammersmith and Fulham, London Borough of Ealing,

FGW and British Waterways and are expected to cover construction, interface matters, systems

integration, Undertakings and the testing, commissioning, integration, assimilation and

bringing into use of the OOC Depot.

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Depot Works Management Plan


REDACTED VERSION


SCHEDULE A3

Part 4 – Services


1.1 Services Management Plan

(a) The SP shall manage the Services in accordance with the Services Management

Plan.

(b) The Services Management Plan shall be structured in accordance with, and as a

minimum comprise the strategies, plans, management systems, procedures,


of schedule A3.

1.2 Services Delivery Strategy

(a) The SP shall document its strategy for delivering the Services including, but not

limited to:


all facets of the Services including the names of holders of the Key Posts

and their curricula vitae ("Services Management Structure"). The

Services Management Structure shall include the key interfaces with

stakeholders including RfL and Infrastructure Managers. It shall clearly

define the management structures of, inter alia, the Depot Operator and the

Train Maintainer;

(ii) how the Services management team, workforce and supporting

organisations will be mobilised ("Services Mobilisation Plan");

(iii) the SP's plan for managing the Unit maintenance capacity at OOC Depot,

including scheduled maintenance, overhaul, Fault rectification and Additional

Services ("OOC Depot Capacity Management Plan");

(iv) how the SP will organise Unit stabling and the planning and execution of

Unit movements within the OOC Depot and between Entry Points and Exit

Points and the Network ("OOC Depot Unit Movement Management

Plan");

(v) a description of the SP's strategy for maintaining compliance with Relevant

Approvals during the Services Period ("Relevant Approvals Management

Plan (Services)");

(vi) how the SP will organise for, and manage, day-to-day liaison and the

working relationships with:

(A) the CTOC in delivering the Services, as required by this Agreement;

and

(B) Network Rail, including movement of Units out of and into the OOC

Depot, and maintenance of tracks, systems and infrastructure at the

OOC Depot at the interface with the Network,

("Services Joint Working Plan");

REDACTED VERSION


(vii) the SP's plan for complying with its Services obligations at the Stabling

Sites, the Ilford Depot and any other Unit maintenance facilities proposed by

the SP ("Off Site Maintenance Plan"); and

(viii) identification and mitigation of risks during the Services Period ("Services

Risk Management Plan"),

together forming the "Services Delivery Strategy".

(b) The Services Delivery Strategy shall form part of the Services Management Plan.

The SP may incorporate by reference into the Services Delivery Strategy any

relevant component of the Services Management Plan.

(c) The SP shall submit the Services Delivery Strategy to RfL no later than six months

after the Commencement Date.

1.3 Maintenance Plan

The SP shall comply with the Maintenance Plan developed pursuant to part 3 of schedule

D1 (Maintenance Services).

1.4 Maintenance Progress Reports

On and from the Operating Date, the SP shall issue a Maintenance Progress Report to RfL

during each Railway Period in accordance with paragraph 2.12(c) of part 1 of schedule

D1 (Maintenance Services) in addition to the SP Daily Performance Record and the SP

Performance Monitoring Report, each in accordance with paragraphs 11.1 and 11.12

respectively of schedule E3 (Performance Regime).



additional management reports from the SP at any time in relation to details of the

Maintenance Services. The SP shall provide any such additional report to RfL as soon as

reasonably practicable.

2. PERFORMANCE REVIEW MEETINGS

2.1 The Parties shall hold a review meeting (the "Performance Review Meeting") each

Reporting Period following the Operating Date or more frequently upon the request of

either Party until the end of the Concession Period.

2.2 RfL shall circulate an agenda prior to each Performance Review Meeting and the SP shall

be entitled to call for the addition of agenda items before or at the commencement of the

Performance Review Meeting.

2.3 The RfL Contract Manager and the SP Contract Manager shall both attend the Performance

Review Meeting unless otherwise agreed by the Parties. Other employees, agents and/or

contractors of each Party including the Depot Operator, Train Maintainer, the CTOC and

other employees, agents and/or contractors of the TfL Group may attend a Performance

Review Meeting with the agreement of both Contract Managers.

2.4 The primary purpose of the Performance Review Meeting shall be to:

(a) monitor the SP's performance against the requirements of this Agreement including

performance against the Performance Regime;

(b) deal with any Disputes arising from the Service Payment Report and SP Report

Response;

REDACTED VERSION


(c) monitor the activities at the interface between the SP and RfL and the SP and the

CTOC; and

(d) provide a focal point for the resolution of any problems or issues.

2.5 The Performance Review Meeting shall achieve the purposes specified in paragraph 2.4

by:

(a) reviewing the Maintenance Progress Report and the SP Performance Monitoring

Report prepared pursuant to the Performance Regime in order to:

(i) compare the SP's performance against the Maintenance Plan and understand

the causes of any variances;

(ii) analyse the level of Adjustments and performance generally under the

Performance Regime;

(iii) determine whether any further remedial or mitigation actions are needed to

correct variances; and

(iv) ensure that appropriate responsibility for actions is agreed;

(b) reviewing quality, safety, technical, environmental, health, safety and performance

matters to ensure that the SP's performance of its obligations complies with this

Agreement;

(c) reviewing depot facility matters and compliance with the Depot Asset Management

Plan and Depot Operations Plan;

(d) reviewing the levels and usage of the different types of Spares;

(e) reviewing the status of any Relevant Approvals required;

(f) dealing with and attempting to resolve Disputes;

(g) examining actual expenditure and commitments in respect of Additional Services;

(h) identifying matters which could potentially affect the SP's performance of its


(i) identifying any major concerns regardless of source and ensuring that appropriate

actions are agreed to facilitate resolution of such concerns.

2.6 Both Parties shall endeavour to maintain an open and co-operative relationship in order to

promote the success of the overall Project.

2.7 RfL shall chair the Performance Review Meeting and shall produce and promptly circulate

the minutes after the completion of each Performance Review Meeting.

3. MEETINGS WITH COMPETENT AUTHORITIES

The SP shall advise RfL of any relevant meetings proposed between itself and any

Competent Authority concerning the Services. RfL may attend any such meeting subject

to the agreement of the Competent Authority.

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4. ANNUAL IMPROVEMENT STRATEGY

4.1 The SP shall submit to RfL prior to the end of the first Railway Period following each

anniversary of the Commencement Date a strategy (an "Annual Improvement

Strategy") that:

(a) describes the process by which the SP has evaluated its and, where applicable, any

Subcontractor's, performance of the SP Service Obligations in the preceding year;

(b) identifies those areas where the SP, and where applicable its Subcontractors, could

improve its performance of the SP Service Obligations;

(c) describes the processes and mechanisms that the SP will implement in order to

improve the areas of performance identified in sub-paragraph (b) above; and

(d) other than in respect of the initial Annual Improvement Strategy, describes the

effectiveness of each of the processes and mechanisms that the SP has

implemented in accordance with earlier Annual Improvement Strategies both in the

preceding year and cumulatively since their respective implementation.

4.2 The Parties shall discuss the Annual Improvement Strategy at the next Performance

Review Meeting following the submission of the Annual Improvement Strategy. The SP

shall revise the Annual Improvement Strategy to take into account any comments made

by RfL at the Performance Review Meeting or otherwise notified to the SP and shall submit

a copy of the revised Annual Improvement Strategy to RfL as soon as reasonably

practicable and in any event no later than 10 Working Days following the Performance

Review Meeting where the Annual Improvement Strategy was first discussed.

4.3 The SP shall implement and comply with the Annual Improvement Strategy submitted to

RfL and where applicable revised by the SP pursuant to paragraph 4.2 of this part 4.

4.4 The SP acknowledges and agrees that the preparation of an Annual Improvement

Strategy:

(a) shall not constitute a Change;

(b) shall not entitle it to any relief from any Deductions and/or the application of any

part of the Performance Regime; and

(c) shall not entitle it to any increase in or additional Service Payments and/or any

other compensation.

REDACTED VERSION



Services Management Plan


REDACTED VERSION

SCHEDULE A4

Assurance

REDACTED VERSION

Schedule A4 (Assurance)

Definitions

For the purposes of this schedule A4, the following words and expressions shall have the following

meanings:

"Close-Out Meeting" means a meeting between the Parties at the end of each Stage Gate

Review;

"CRL Hazard Management Procedure" has the meaning given to such term in Appendix C to

part 2 of this schedule A4;

"DOO CCTV System Design Management Plan" has the meaning given to such term in

paragraph 8.2 of part 3 of this schedule A4;

"Depot Change Control Process" has the meaning given to such term in paragraph 6.2(a) of


"Depot Configuration Management Strategy" has the meaning given to such term in

paragraph 6.1(b) of part 3 of this schedule A4;

"Depot Construction Period" means the period starting on the Commencement Date and ending

on the Depot Completion Date;

"Depot Design Submissions Programme" has the meaning given to such term in paragraph

8.3 of part 3 of this schedule A4;

"Depot EMC Management Plan" has the meaning given to such term in paragraph 3.11(a) of


"Depot RAM Management Plan" has the meaning given to such term in paragraph 5.2(f) of part

3 of this schedule A4;

"Depot Subsystem" has the meaning given to such term in paragraph 3.1 of part 3 of this

schedule A4;

"Depot System Safety Plan" or "DSSP" has the meaning given to such term in paragraph

3.8(a) of part 3 of this schedule A4;

"Depot TAP" means the depot technical assurance plan to be provided by the SP pursuant to

paragraph 1.2 of part 3 of this schedule A4;

"Depot Technical Case" has the meaning given to such term in paragraph 3.1 of part 3 of this

schedule A4;

"Depot Technical Case Plan" has the meaning given to such term in paragraph 2 of part 3 of

this schedule A4;

"Detailed Depot Design" means the detailed design for the OOC Depot to be developed from the

Preliminary Depot Design in compliance with paragraph 8 of part 3 of this schedule A4 so as to

allow construction of the OOC Depot in accordance with the Depot Technical Requirements;

"Detailed Unit Design" means the detailed design of the Units and the production of each the

items described in paragraph 7.7 of part 2 of this schedule A4 undertaken by the SP pursuant to

this Agreement;

"Detailed Unit Design Phase" means that part of the Unit Design Phase commencing on the

expiry of the Preliminary Unit Design Phase and ending on the date of the notice served by RfL

pursuant to paragraph 7.7(b) of part 2 of this schedule A4;

REDACTED VERSION


"Detailed Unit Design Submissions" has the meaning given to such term in paragraph 7.7(a)

of part 2 of this schedule A4;

"DOO CCTV System Design Phase" means the period starting on the Commencement Date and

ending on the date of the notice served by RfL pursuant to paragraph 8.4(b) of part 2 of this

schedule A4;

"EMC" has the meaning given to such term in the Train Technical Specification;

"EMI" has the meaning given to such term in the Train Technical Specification;

"ESM" means engineering safety management;

"Hazard Log" has the meaning given to such term in paragraph 5.4(a) of part 2 of this schedule

A4;

"IHA" means interface hazard analysis;

"Preliminary Depot Design" means the preliminary design for the OOC Depot shown in the SP

Depot Proposal as further developed in paragraph 8 of part 3 of this schedule A4;

"Preliminary Unit Design" means the preliminary design of the Units and the production of each

of the items described in paragraph 7.6 of part 2 of this schedule A4 undertaken by the SP

pursuant to this Agreement;

"Preliminary Unit Design Phase" means that part of the Unit Design Phase starting on the

Commencement Date and ending on the date of the notice served by RfL pursuant to paragraph

7.6(b) of part 2 of this schedule A4;

"Preliminary Unit Design Submissions" has the meaning given to such term in paragraph

7.6(a) of part 2 of this schedule A4;

"Request for Review" means a document of that name in the form agreed between the Parties

from time to time requesting RfL to review certain documents for Assurance Acceptance;

"Requirements Management System" has the meaning given to such term in paragraph 5.8(a)

of part 2 of this schedule A4;

"RS Configuration Management Strategy" has the meaning given to such term in paragraph


"RS EMC Management Plan" has the meaning given to such term in paragraph 2.8 of part 2 of

this schedule A4;

"RS RAM Management Plan" has the meaning given to such term in paragraph 4.2(e) of part 2

of this schedule A4;

"RS System Safety Plan" has the meaning given to such term in paragraph 2.5 of part 2 of this

schedule A4;

"RS TAP" means the rolling stock technical assurance plan to be provided by the SP pursuant to

paragraph 1.1(b) of part 2 of this schedule A4;

"RS Technical Case" has the meaning given to such term in paragraph 2.2(a) of part 2 of this

schedule A4;

"RS Technical Case Plan" is the rolling stock technical case plan to be provided by the SP

pursuant to paragraph 2.1 of part 2 of this schedule A4;

REDACTED VERSION


"Safety Authorisation" has the meaning given to such term in ROGS;

"Stage" has the meaning given to such term in paragraph 4.1(c) of part 2 or paragraph 5.1(c) of

part 3 of this schedule A4 as the context may require;

"Standards Matrix" has the meaning given to such term in paragraph 5.7(a)(i) of part 2 of this

schedule A4;

"TC Component" has the meaning given to such term in paragraph 2.2(b) of part 2 of this

schedule A4;

"RS Change Control Process" has the meaning given to such term in paragraph 5.2(a) of part 2


"Unit Design Management Plan" has the meaning given to such term in paragraph 7.2 of part 2


"Unit Design Phase" means the period starting on the Commencement Date and ending on the

date of the notice served by RfL pursuant to paragraph 7.7(b) of part 2 of this schedule A4 and

includes the Preliminary Unit Design Phase and the Detailed Unit Design Phase;

"Unit Design Submission Programme" has the meaning given to such term in paragraph


"Vehicle Design Area Breakdown Structure" means the document set out in Appendix B to

part 2 of this schedule A4 as may be amended in accordance with this Agreement; and

"Verification and Validation Strategies" has the meaning given to such term in paragraph 3.1

of part 2 of this schedule A4.

REDACTED VERSION


SCHEDULE A4

Part 1 – Assurance Acceptance

1. ASSURANCE ACCEPTANCE PROCESS

1.1 Where the SP is required to submit information, drawings and/or documents to RfL for

Assurance Acceptance, the SP shall comply with the requirements described in this

paragraph 1. Any plan, programme, strategy or other document of the SP that is included

in a schedule as at the Commencement Date shall be deemed to have been Assurance

Accepted in the form included in this Agreement but this is without prejudice to (i) the

obligations of the SP to revise and/or resubmit such document for Assurance Acceptance

as required by this Agreement; and (ii) the requirements of this Agreement generally.

1.2 The SP shall ensure that each drawing, document, report and/or other information

submitted to RfL for Assurance Acceptance shall be in accordance with the requirements

of paragraph 6 (Communications and Document Control) of part 1 of schedule A3

(Contract Management) and is accompanied by a Request for Review.

1.3 The SP shall ensure that each Request for Review contains, to the extent applicable, the

following information:

(a) the submission number (which shall be independent of any drawing number);

(b) the drawing and/or document number, including where relevant the revision letter

or number;

(c) the drawing title and/or title of the document;

(d) the date of submission; and

(e) any supplementary information which is reasonably necessary to enable RfL to

make a decision in accordance with paragraph 1.5 (including, where relevant, a

description of the latest revision).

Where RfL has received drawings, documents and/or information that have been

submitted for Assurance Acceptance in accordance with the requirements of this

paragraph 1, RfL shall promptly acknowledge receipt of such submission by signing,

dating and returning to the SP a copy of the Request for Review for that submission.

1.4 The SP shall be responsible for ensuring that RfL receives each submission made by the

SP for Assurance Acceptance (as evidenced by the SP receiving a copy of the Request for

Review countersigned by RfL) and the date on which RfL signs a copy of the Request for

Review shall be the date on which, for the purposes of this paragraph 1, RfL shall be

deemed to have received the submission for Assurance Acceptance.

1.5 Within 20 Working Days of the date RfL received a submission from the SP for Assurance

Acceptance (or such later date as notified to the SP in accordance with paragraph 1.6) RfL

shall review and comment on the information, drawing and/or document that has been

submitted or re-submitted by the SP and return one copy of the Request for Review

stamped or marked:

"Category I — No Assurance Acceptance";

"Category II — Assurance Acceptance granted with comments"; or

"Category III — Assurance Acceptance granted".

REDACTED VERSION


1.6 Where RfL, acting reasonably, considers that the complexity, detail, scope and/or nature

of the drawings, documents and/or information submitted by the SP for Assurance

Acceptance means that it may not be able to respond to the SP within 20 Working Days of

receipt by it of such submission, RfL shall be entitled to an additional period of time to

consider the submission provided that RfL notifies the SP in writing within seven Working

Days of the date RfL received the submission that RfL is exercising its rights under this

paragraph 1.6. Each notice served by RfL pursuant to this paragraph 1.6 shall specify:

(a) the details of the relevant submission;

(b) the additional period of time required by RfL; and

(c) a description in reasonable detail as to the reasons why the additional time is

required.

1.7 The SP shall undertake the following actions in relation to the information, drawing and/or

document (as the case may be) that has been returned to it by RfL in accordance with

paragraph 1.5 and subject to the provisions of paragraph 1.12:

(a) if such information has been stamped "Category I — No Assurance Acceptance",

the SP shall immediately review and revise the relevant drawing, documents

and/or information taking into account and incorporating the comments made by

RfL pursuant to paragraph 1.5 and shall resubmit such information for Assurance

Acceptance by RfL in accordance with this paragraph 1;

(b) if such information has been stamped "Category II — Assurance Acceptance

granted with comments", the SP shall be entitled to proceed on the basis of the

drawing, documents and/or information as amended to incorporate the comments

made by RfL and re-submitted for Assurance Acceptance by RfL pursuant to

paragraph 1.5; and

(c) if such information has been stamped "Category III — Assurance Acceptance

granted", the SP shall be entitled to proceed on the basis of drawings, documents

and/or information submitted to RfL.

1.8 If RfL does not respond within the timeframe set out in paragraph 1.5, the SP shall be

entitled to treat the information submitted to RfL as "Category III – Assurance Acceptance

granted" provided that RfL has signed and returned a copy of the Request for Review to

acknowledge receipt under paragraph 1.3 in respect of that submission for Assurance

Acceptance.

1.9 Unless otherwise required by RfL, the SP shall only be required to submit one example of

any sample, pattern or model in any request for Assurance Acceptance.

1.10 RfL shall be entitled, at any time and on reasonable notice (and in any event not less than

two Working Days from the date of such notice) to:

(a) request the SP to submit any further document, information, design, drawing,

calculation, schedule, sample, pattern or model necessary to clarify, support and/or

justify any submission for Assurance Acceptance; and

(b) (acting reasonably) require the SP and/or any of its Key Subcontractors to attend a

meeting to discuss any aspect of the drawings, documents and/or information

submitted for Assurance Acceptance,

and the SP shall comply with any such request from RfL.

1.11 When considering which category of response to give to a submission by the SP for

Assurance Acceptance, RfL shall not comment adversely on any submission if and to the

REDACTED VERSION


extent the content of such submission is in accordance with the Technical Requirements,

Applicable Laws and Standards, Good Industry Practice and the provisions of this

Agreement. Otherwise, the SP agrees to incorporate all comments made by RfL before

re-submitting any drawing, document or information for Assurance Acceptance.

1.12 Where indicated in the Agreement, the SP shall not proceed with such part of the Project

relating to the Assurance Acceptance without Assurance Acceptance having first been

obtained. Where it is not stated that Assurance Acceptance must be obtained before

action may be taken, the SP may proceed without Assurance Acceptance being granted

but it shall do so at its own risk.

1.13 No comment, stamping, marking or categorisation of any information, drawing or

document shall diminish or relieve the SP from any of its obligations under this Agreement

nor shall such comment, stamping, marking or categorisation be an RfL Change nor shall

it permit the SP to any costs, relief or compensation of any kind.

1.14 Unless expressly stated otherwise the SP shall not be entitled to amend any Assurance

Accepted document in any manner or form without obtaining prior Assurance Acceptance

to such amendment.

REDACTED VERSION


SCHEDULE A4

Part 2 – Assurance Requirements (Train Works)

1. ROLLING STOCK TECHNICAL ASSURANCE PLAN

1.1 Generally

(a) During the RS Assurance Period, the SP shall in performing its obligations under

this Agreement implement and manage a process of Progressive Assurance in order

to demonstrate to RfL that the SP is complying with the requirements of the RSPA

in respect of design, manufacture, testing, commissioning and supply of the Units,

the Simulator and the Station Proprietary Items and in respect of the design of the

DOO CCTV System.

(b) The SP shall provide to RfL for Assurance Acceptance:

(i) within three months of the Commencement Date, a technical assurance

plan in respect of the design, manufacture, testing, commissioning and

supply of the Units and the Simulator containing the information set out in

paragraph 1.2 of this part 2 and including the DOO CCTV Preliminary TAP

(as described below); and

(ii) within one month of the Commencement Date, a preliminary technical

assurance plan containing those elements of the information set out in

paragraph 1.2 of this part 2 that relate to the design, manufacture, testing,

commissioning and supply of the DOO CCTV System.

Once the technical assurance plan referred to in paragraph 1.1(b)(i) has been

Assurance Accepted, it shall be the "RS TAP" for the purposes of this Agreement

and once the DOO CCTV related technical assurance plan referred to in paragraph

1.1(b)(ii) has been Assurance Accepted, it shall be the "DOO CCTV Preliminary

TAP" for the purposes of this Agreement.

(c) During the RS Assurance Period, the SP shall review and update the RS TAP from

time to time, including as a minimum at the end of each Stage, so that the RS TAP

shall satisfy at all times the requirements set out in this schedule A4. Where the

SP has updated or otherwise amended the RS TAP, it shall submit the modified RS

TAP to RfL for Assurance Acceptance.

1.2 Rolling Stock Technical Assurance Plan

(a) The RS TAP shall describe the systems engineering techniques (including the

engineering "V" life-cycle model prepared in accordance with paragraph 4.1(b))

and the manner in which the concept of Progressive Assurance will be implemented

by the SP to systematically manage the risks described in paragraph 4.1(a) and

provide the necessary assurance to RfL.

(b) The RS TAP shall consist of the following:

(i) RS Technical Case Plan (described in paragraph 2 below) which shall include

the RS System Safety Plan;

(ii) Verification and Validation Strategies (described in paragraph 3 below);

(iii) an engineering "V" life-cycle model and associated Stage Gate Reviews

(described in paragraph 4 below);

REDACTED VERSION


(iv) the management processes to be adopted by the SP in implementing

Progressive Assurance (described in paragraph 5 below);

(v) a programme for the submission by the SP of the information and/or

documentation that will be submitted to RfL for Assurance Acceptance

(described in paragraph 1.2(e)(i) below); and

(vi) an organisation chart together with CVs of the key staff responsible for

technical and Progressive Assurance (described in paragraph 1.2(f)).

(c) The management processes mentioned above shall include as a minimum:

(i) configuration management (as described in paragraph 5.1);

(ii) technical change control (as described in paragraph 5.2);

(iii) defect and corrective action reporting (as described in paragraph 5.3);

(iv) hazard management (as described in paragraph 5.4);

(v) systems interface management (as described in paragraph 5.6);

(vi) standards management (as described in paragraph 5.7);

(vii) requirements management (as described in paragraph 5.8); and

(viii) document management.

(d) The RS TAP shall be consistent with, and take into account, all railway approval

processes required by all Applicable Laws and Standards and conform to the

requirements of any Relevant Approvals.

(e) The RS TAP shall contain:

(i) a programme for the submission by the SP of the information and/or

documentation that will be submitted to RfL for Assurance Acceptance. The

SP shall ensure that, to the fullest extent possible, the programme is

structured to: (A) allow regular intervals between the submission of

information and/or documents to RfL; (B) take into account any timeframes

and/or approval periods specified in any Applicable Laws and Standards; and

(C) be consistent with the Project Programme.

(ii) It is a requirement that the SP audits its own internal engineering safety

management activities and those of any Subcontractors or suppliers, as

appropriate. The SP shall integrate such engineering safety management

auditing within the overall quality management system for the Train Works

and the results of such audits shall be submitted to RfL for Assurance

Acceptance. These arrangements shall be confirmed in the RS System

Safety Plan and the programme described in sub-paragraph (i) above.

(f) The RS TAP shall contain an organisation chart setting out:

(i) details of each key staff member of the SP who will be responsible for

technical and Progressive Assurance, supported by CVs, details of

qualifications and explanations as to how their experience is adequate for

the competency requirements of the proposed role; and

REDACTED VERSION


(ii) the manner in which those employees will be independent from the SP's

project team undertaking the design, manufacture, testing, commissioning

and supply of the Units and Equipment.

2. THE ROLLING STOCK TECHNICAL CASE PLAN

2.1 Rolling Stock Technical Case Plan

The technical case plan (the "RS Technical Case Plan") shall:

(a) describe the manner in which the SP shall demonstrate to the reasonable

satisfaction of RfL that each TC Component technical case satisfies the relevant

requirements specified in this Agreement;

(b) identify the information and/or evidence that will need to be provided and at which

Stage a particular piece of information and/or evidence will be able to be included

in an RS Technical Case;

(c) describe how each TC Component technical case will combine with the others to

deliver the RS Technical Case in respect of the Train Works and the DOO CCTV

Works;

(d) include the RS System Safety Plan as described in paragraph 2.5 below; and

(e) include the RS EMC Management Plan as described in paragraph 2.8 below.

2.2 Rolling Stock Technical Cases

(a) The SP shall be responsible for preparing the rolling stock technical case ("RS

Technical Case").

(b) The RS Technical Case shall consist of a technical case in respect of each of the

Units, the Simulator and the DOO CCTV System. The Unit technical case, the

Simulator technical case and the DOO CCTV System technical case shall, in turn, be

composed of a number of technical cases in respect of the necessary Parts and

Subsystems (each a "TC Component").

(c) The SP shall ensure that each TC Component technical case contains or references

such information and other evidence as is necessary to demonstrate to RfL's

reasonable satisfaction that the Simulator, the Units, the Station Proprietary Items

and the design of the DOO CCTV System and their Parts and Subsystems comply

with:

(i) the Train Technical Requirements;

(ii) all Applicable Laws and Standards and Relevant Approvals (in the case of

the DOO CCTV System only, in so far as they relate to the SP's obligations

under this Agreement in respect of the DOO CCTV System); and

(iii) all other requirements set out in this Agreement.

(d) Each TC Component technical case relating to the design shall be submitted as part

of the Preliminary Unit Design Submissions and Detailed Unit Design Submissions

in accordance with paragraphs 7.6 and 7.7 and, in the case of the DOO CCTV

System, the DOO CCTV System Design Submissions in accordance with paragraph

8.4.

(e) In preparing the RS Technical Case the SP shall provide evidence that the Units

(and their constituent TC Components technical cases), the Simulator and the DOO

REDACTED VERSION


CCTV System design comply with all relevant safety requirements including all

Applicable Laws and Standards. This evidence shall include a Certificate of

Verification and Technical File issued by the Notified Body and the Designated Body

and a Verification Declaration issued by the SP (in its capacity as Contracting Entity

under the Interoperability Regulations) in relation to the Units.

(f) Each TC Component technical case and the RS Technical Case will have two main

parts:

(i) the first part will show how the Unit, Part, Subsystem, Simulator, Station

Proprietary Item or DOO CCTV System design satisfies each of the

requirements set out in the Train Technical Requirements, complies with all

Applicable Laws and Standards and Relevant Approvals and the other

requirements of this Agreement; and

(ii) the second part will contain an appropriate series of processes to be

executed by trained, experienced and competent personnel.

(g) The SP shall ensure that each TC Component technical case and the RS Technical

Case is supported by evidence that demonstrates to the reasonable satisfaction of

RfL that each TC Component satisfies the requirements of this Agreement relevant

to that TC Component.

(h) Where:

(i) a TC Component is an existing component in use in another application and

has (where required for that passenger service) Relevant Approvals for such

use; and

(ii) the SP is able to demonstrate to the reasonable satisfaction of RfL that the

technical, safety and operational functions of the TC Component in respect

of the other application are the same as those specified in the Train

Technical Requirements,

the SP shall be entitled to submit as supporting evidence to the TC Component

technical case any certificates, consents, approvals and/or other equivalent

information provided by a Notified Body or Designated Body or a Competent

Authority and/or any other evidence acceptable to RfL (acting reasonably) in

respect of that TC Component.

(i) Where the SP submits the RS Technical Case to RfL for Assurance Acceptance at

the end of each Stage the SP shall ensure that such submission is accompanied by

evidence of independent peer review of the RS Technical Case.

(j) The SP shall manage each TC Component technical case and progressively revise

the RS Technical Case at the end of each Stage to satisfy the requirements of

Progressive Assurance throughout the RS Assurance Period.

2.3 RS Technical Case Management

Without prejudice to the SP's obligations under this schedule A4 and part 1 of schedule A3

(Contract Management), the SP shall implement management systems that are

compatible with standard commercially available software which enables the information

and/or evidence produced by the SP in its TC Component technical cases to be used and

edited by RfL. The SP shall cooperate with RfL to mitigate any incompatibility between

RfL's and the SP's respective management systems.

REDACTED VERSION


2.4 Review of RS Technical Cases

(a) The SP shall submit at each Stage the RS Technical Case to RfL for Assurance

Acceptance before proceeding to the next Stage and on the dates shown in the

Train Works Programme. Each RS Technical Case submitted to RfL shall be

progressively revised to include additional information and/or evidence that has

been obtained during each of the Stages prior to the RS Technical Case being

submitted to RfL for Assurance Acceptance.

(b) In undertaking Assurance Acceptance of an RS Technical Case, RfL shall be entitled

to review all evidence included or referenced in the RS Technical Case and on

request by RfL, the SP shall provide copies of such evidence to RfL in a timely

manner.

(c) The verification of each RS Technical Case by RfL shall be based upon the

evaluation of the information and/or evidence contained in the RS Technical Case

that shows that each TC Component technical case satisfies all the requirements

relevant to that TC Component.

2.5 Rolling Stock System Safety Plan

(a) The rolling stock system safety plan (the "RS System Safety Plan" or "RSSSP")

shall consist of the contents set out in 0 to this part 2 which shall include:

(i) safety policy and strategy;

(ii) scope of the RSSSP;

(iii) safety requirements;

(iv) safety analysis methodology;

(v) safety justification strategy;

(vi) approval process;

(vii) safety approval of Modifications;

(viii) operation and maintenance performance;

(ix) control of safety interfaces; and

(x) Subcontractor safety management.

(b) Suitable and sufficient risk assessments shall be prepared by the SP throughout the

Project as are necessary to support the required safety deliverables. Risk

assessment strategies shall be included in the RS System Safety Plan.

(c) The SP shall describe within the RS System Safety Plan how the relationships with

the following are to be managed and coordinated:

(i) the commonality between engineering safety and RAM in line with BS EN

50126;

(ii) how human factors integration, together with the supporting analyses, will

be accounted for within the engineering safety management activities; and

(iii) how the safety of the systems, Subsystems, etc is to be demonstrated prior

to testing and commissioning activities.

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2.6 Management of interfaces

(a) The SP acknowledges and agrees that the management of interfaces is a particular

issue affecting the safety of the rail industry. The SP shall produce a description of

each of the interfaces including where appropriate those with Infrastructure

Managers, other users of the Crossrail Infrastructure, neighbours of the Crossrail

Infrastructure and neighbouring railways and other delivery partners and submit

the same to RfL for Assurance Acceptance by no later than four months after the

Commencement Date.

(b) The SP shall demonstrate to RfL that all the risks associated with the interfaces

described in paragraph 2.6(a) have been reduced to a level as low as reasonably

practicable in the RS Technical Case. The SP will perform and report on an

interface hazard analysis ("IHA") to set out how the engineering safety

implications at internal and external interfaces will be adequately addressed and

managed. The IHA will involve all relevant interfacing contractors, third parties

and RfL.

(c) In each safety analysis and assessment conducted by the SP, the SP shall consider

the interface between the design of the Units and the Crossrail Infrastructure. In

particular the SP shall ensure that the design of the Units shall not adversely affect

the ability of the CTOC to obtain the CTOC's Safety Certificate in relation to

operating the Units on the Crossrail Infrastructure or adversely affect the ability of

the Infrastructure Manager of the Central Section to obtain Safety Authorisation for

the operation of the Central Section.

(d) The SP shall provide to RfL all necessary evidence of safety adequacy to assist RfL

or CTOC to secure authorisation to operate the railway in accordance with the

Applicable Laws and Standards. To facilitate this, the SP shall be required to make

presentations to and secure acceptance of the evidence of engineering safety from

RfL and the appropriate approvals bodies.

2.7 Independent safety auditing and assessment

(a) The SP shall, at its own cost, establish and implement independent safety auditing

and assessments of its work and practices in accordance with all Applicable Laws

and Standards.

(b) The SP shall appoint a Notified Body (NoBo) and Designated Body (DeBo) to assess

conformity of the systems and Subsystems etc with the applicable TSIs and NNTRs,

and to prepare the necessary Technical Files to evidence this.

(c) The SP shall comply with the CSM Regulation to demonstrate the safety adequacy

of the systems and Subsystems etc of the Train Works.

(d) The SP shall make available to RfL on a progressive basis, the evidence of

conformity with the TSIs and NNTRs to support safety assurance activities under

the CSM Regulation.

(e) The SP shall, as required by the CSM Regulation, appoint an Assessment Body to

confirm the engineering safety assurance of the systems, Subsystems etc is in

conformance with the principles of the CSM Regulation.

(f) The SP will fully cooperate with the Assessment Body and provide the engineering

safety evidence necessary to carry out this assessment, and comply with any

improvements to assure the SP's conformance with the CSM Regulation.

(g) The SP shall have carried out an independent review of the Technical Cases. An

independent review is required for design and final engineering safety

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justification(s) prepared by the SP. These arrangements shall be described in the

RS System Safety Plan.

(h) The findings of all reviews shall be formally reported and made available to RfL

within 30 days of the review being completed.

2.8 Electromagnetic Compatibility

(a) The SP shall prepare a rolling stock EMC management plan (the "RS EMC

Management Plan") which shall describe the SP's approach to EMC and provide

evidence to assure RfL that

(i) the Units comply with Applicable Laws and Standards relating to EMC;

(ii) the Units comply with the Train Technical Specification;

(iii) compatibility is achieved with Crossrail Infrastructure and neighbouring

railways; and

(iv) the Units are not adversely impacted by the external EMC environment.

(b) The RS EMC Management Plan shall include but not be limited to the following:

(i) the Industry Standards to be adopted;

(ii) the arrangements for EMC surveys and coupling studies;

(iii) the proposals for an EMI hazard analysis and EMI hazard log;

(iv) details of the degraded modes and fault conditions to be assessed within the

overall EMC strategy;

(v) an EMC test plan; and

(vi) arrangements for liaison and exchange of information with RfL and its

nominees, delivery partners and contractors developing the Crossrail

Infrastructure.

2.9 Unit Log Book

(a) The SP shall be responsible for the production and maintenance of a log book for

each Unit ("Unit Log Book"), which shall be in both hard copy and electronic

form, the format of which shall be agreed between the Parties prior to the SP

commencing manufacture of the first Unit and the content shall include as a

minimum the following details for each Vehicle:

(i) build records including technical data such as reference sheets for build

records, dimensional and setting checks and for signed-off inspection and

Factory Acceptance Test documentation including EMC testing;

(ii) equipment serialisation of serial-numbered components (including

mechanical, pneumatic and electrical items and any other items agreed

between the Parties) and configuration charts;

(iii) reference sheets for functional test records;

(iv) reference sheets for Type Test records;

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(v) reference sheets for commissioning test records and records of maintenance

carried out by the SP prior to Acceptance;

(vi) the status of Modifications, Mandatory Modifications and Changes, including

records of Software version numbers;

(vii) certificates issued by any NoBo, DeBo or Assessment Body and the

Statements of Compatibility;

(viii) records of Fault Free Running tests;

(ix) records of any agreed derogations or concessions;

(x) work required to be carried out prior to Provisional Acceptance of a Unit;

and

(xi) status of fleet checks applicable to that Unit.

(b) Each reference sheet relating to testing in a Unit Log Book shall include, as a

minimum, the following information:

(i) the date of each test;

(ii) the test procedure number and issue level for the relevant test; and

(iii) the result of that test.

(c) The SP shall note in the relevant Unit Log Book any Preconditions that have been

notified to it by RfL pursuant to clause 21.6(a) of the Agreement.

3. VERIFICATION AND VALIDATION STRATEGIES

3.1 The RS TAP shall include a set of verification and validation strategies for each of the TC

Component technical cases that describe the means (whether by testing, certification or

otherwise) by which the SP proposes to demonstrate to RfL that a particular requirement

(whether statutory, regulatory, contractual or otherwise) has been satisfied

("Verification and Validation Strategies").

3.2 Demonstration of safety adequacy of the systems, Subsystems, etc shall be carried out in

compliance with the CSM Regulation and the ORR Guidance on the Application of the

Common Safety Method on Risk Evaluation and Assessment (September 2010) as the

same may be updated from time to time.

4. PROGRESSIVE ASSURANCE

4.1 Engineering "V" Life-Cycle

(a) During the RS Assurance Period the SP shall implement systems engineering

techniques to control and reduce the risks associated with the interaction between

the Units, the Central Section, the Network Sections, the Heathrow Spur and the

OOC Depot, the On-Network Stations and the Central Section Stations and their

effective integration. The SP shall perform its obligations under this Agreement in a

manner that minimises, to the extent reasonably practicable, such risks and

facilitates the Acceptance of the Units.

(b) In performing its obligations under this Agreement during the RS Assurance Period

the SP shall implement an engineering "V" life-cycle model in accordance with BS

EN 50126: 1999 (Railway Applications — The specification and demonstration of

Reliability, Availability, Maintainability and Safety).

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(c) In complying with paragraph 4.1(b) the SP shall conduct reviews ("Stage Gate

Reviews") at the end of each of the stages that it has identified in its engineering

"V" life-cycle model (each one a "Stage") in respect of the design, manufacture,

testing, commissioning and supply of the Units and the Simulator so as to ensure

that Progressive Assurance is being conducted effectively and to enable co-

ordination with the Crossrail Project.

As a minimum the SP shall conduct a Stage Gate Review at the end of each of the

following Stages in the order that they occur in the Train Works Programme:

(i) Preliminary Unit Design (as described in paragraph 7.6);

(ii) Detailed Unit Design (as described in paragraph 7.7);

(iii) completion of the Generic DOO CCTV System Design;

(iv) commencement of Type Testing of the first Unit (as a complete train set);

(v) commencement of operation of a Unit under its own power on Great Eastern

Railway Infrastructure (for whatever purpose);

(vi) commencement of operation of a Unit under its own power on Great

Western Railway Infrastructure or the Heathrow Spur (for whatever

purpose);

(vii) commencement of operation of a Unit under its own power on the Central

Section (for whatever purpose);

(viii) completion of Trial Operations on the Central Section;

(ix) Provisional Acceptance of the first RLU to be Provisionally Accepted;

(x) Provisional Acceptance of the first FLU to be Provisionally Accepted;

(xi) Final Acceptance of the first Unit to be Finally Accepted; and

(xii) Fleet Acceptance.

(d) As part of the systems engineering techniques implemented by the SP pursuant to

paragraph 4.1(a), the SP shall at the end of each Stage undertake as part of the

Stage Gate Review an interdisciplinary review of each Subsystem, so as to ensure

its effective integration and/or interaction with the other Subsystems and so that

evidence is available to confirm to the reasonable satisfaction of RfL the completion

of all of the deliverables and any outstanding issues for the relevant Stage.

(e) The SP shall prepare a progressive ESM report to confirm the acceptable status of

engineering safety management activities. This report shall be updated as

necessary and presented as part of the Stage Gate Review.

(f) The SP shall notify RfL in writing when it has completed a Stage Gate Review and

upon receipt of such notice RfL shall promptly arrange a Close-Out Meeting with

the SP to confirm that all relevant deliverables and outstanding issues (if any) have

been completed to the reasonable satisfaction of RfL.

(g) The SP shall assist RfL with: (i) the integration of the Units and the Crossrail

Infrastructure; and (ii) the commencement of passenger services by RfL. Such

assistance shall include as a minimum, and without prejudice to clause 5.3 of the

Agreement or the requirements of part 1 of schedule A3 (Contract Management):

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(i) the provision of requested information and data (including interface data) to

RfL;

(ii) the review of information and data (including interface data) provided by

RfL, BAA or the Delivery Partners; and

(iii) the attendance by the SP (and, where appropriate, any of its Key

Subcontractors) at meetings with any of RfL, the CTOC, BAA and the

Delivery Partners.

4.2 Reliability and Resilience

(a) All aspects of the design and manufacture of the Unit and its Subsystems and the

DOO CCTV System shall be demonstrably undertaken in a way that delivers the

required MDBSAF, as described in the Train Technical Specification. The SP shall

provide to RfL for Assurance Acceptance a plan (the "Reliability Growth Plan")

setting out how the SP will meet its Unit reliability obligations and shall include a

MDBSAF prediction (which will be no worse than the reliability growth commitment

that the SP submitted to RfL in response to the ITN as attached at Appendix E to

this part 2) for each Railway Period from the first Railway Period after the Railway

Period in which the fifth Unit is scheduled to achieve QPAC/PAC.

(b) The SP shall take into consideration the effect of potential failures of all assets,

corrective and preventive maintenance times and redundancies built into the

design.

(c) Overall achievement of the reliability requirements is dependent on the

performance of the interfaces between the Train Works and the Crossrail

Infrastructure. The SP's interface management with others shall include RAM

performance at interfacing points.

(d) The SP shall follow the approach of BS EN 50126:1999 "Railway applications - The

specification and demonstration of Reliability, Availability, Maintainability and

Safety (RAMS)".

(e) The SP shall prepare a rolling stock reliability, availability and maintainability

management plan (the "RS RAM Management Plan") to detail how it will comply

with the RAM requirements of BS EN 50126 and to identify the process for

demonstrating that the RAM requirements are met.

(f) This RS RAM Management Plan shall describe the following as a minimum:

(i) organisation of the RAM team including the position within the SP's

organisation for the Train Works;

(ii) management of RAM-related interfaces with the Crossrail Infrastructure;

(iii) provisions and procedures for providing feedback to and interacting with

other disciplines in the SP's team, e.g. safety engineering, design,

maintenance and commissioning;

(iv) planned RAM assessments to demonstrate that the system RAM

requirements are met by the SP design, including a DOO CCTV System

RAMS analysis report;

(v) RAM methods to be used;

(vi) management of Subcontractors' RAM requirements;

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(vii) verification and validation of assessments, including data;

(viii) validation of RAM requirements during manufacture, installation,

commissioning and maintenance;

(ix) record keeping of RAM assessments;

(x) high level schedule for deliverables; and

(xi) RAM demonstration plan.

(g) The RS RAM Management Plan shall be submitted to RfL for Assurance Acceptance

within three months of the Commencement Date.

(h) Any further revisions to the RS RAM Management Plan shall be submitted to RfL for

Assurance Acceptance.

5. PROGRESSIVE ASSURANCE MANAGEMENT

5.1 Configuration Management

(a) The SP shall establish, implement and maintain a configuration management

system that complies with the requirements of ISO 10007:2003 (Quality

management systems – Guidelines for configuration management).

(b) The RS TAP shall contain a strategy that describes the configuration management

system proposed to be established and implemented by the SP in accordance with

paragraph 5.1(a) ("RS Configuration Management Strategy").

5.2 Technical Change Control

(a) During the Depot Construction Period, the SP shall establish and implement a

process ("RS Change Control Process") that is consistent with the Change

Procedure and the process for implementing Permitted Design Changes pursuant to

clause 17.8. The RS Change Control Process shall enable the SP to manage, in a

structured manner, any change to the scope, function, timeframes, cost and/or any

technical aspect of the Units or any item of Equipment as a result of a Change or

otherwise. The RS TAP shall describe the RS Change Control Process to be

implemented by the SP.

(b) The SP shall ensure that the RS Change Control Process includes a process for the

categorisation of technical changes which is consistent with the Vehicle Design Area

Breakdown Structure and the RS Technical Case Plan.

(c) Where a document, drawing and/or other information that has been granted

Assurance Acceptance by RfL requires amendment in connection with a Change, a

Permitted Design Change or other requirement of this Agreement, the SP shall

make such amendments as it considers necessary and submit the amended

drawing, document and/or information to RfL for Assurance Acceptance.

5.3 Defect and Corrective Action Recording

(a) During the RS Assurance Period, the SP shall establish and implement a defect and

corrective action recording system that records and enables analysis of all relevant

information and data created by the SP and/or its Subcontractors in performing its


(b) The SP shall ensure that it records all actual or suspected errors, non-

conformances, failures, defects, incidents and accidents arising in relation to, or in

REDACTED VERSION


connection with, any Units or item of Equipment and/or any process relating to the

design, manufacture, testing, commissioning and supply of any Unit or item of

Equipment together with details of any remedial actions taken by the SP and/or its

Subcontractors.

(c) The RS TAP shall describe the process for this defect and corrective action

recording system to be implemented by the SP.

5.4 Hazard Management

(a) RfL shall establish a hazard log as the means of managing all hazards and safety

risks (the "Hazard Log") throughout the Concession Period. RfL shall retain

possession of the Hazard Log and shall provide reasonable access to the SP to such

Hazard Log upon being given reasonable prior written notice (and in any event not

to be less than two Working Days from the date of receipt of such notice).

(b) The SP shall use the Hazard Log in accordance with the CRL Hazard Management

Procedure (as set out in Appendix C to this part 2 of schedule A4) to track and

manage those hazards which have been properly allocated to it in accordance with

the CRL Hazard Management Procedure. During the Concession Period, the SP

shall submit to RfL any new hazards identified in accordance with the CRL Hazard

Management Procedure.

(c) The outcome of preliminary hazard analysis by CRL of the Crossrail Project has

been recorded in the preliminary Crossrail Project Wide Hazard Record ("Crossrail

PWHR") which is provided with specifications and reference design. The SP is

required to adopt and develop the Crossrail PWHR as its principal engineering

safety hazard management tool for the Train Works.

(d) The preliminary Crossrail PWHR is supported on the DOORs database managed by

"Comply Serve" on behalf of CRL. On request, RfL will provide the SP with the

necessary process procedure, access and training to use the Comply Serve web

based software platform.

5.5 Hazard allocation and the ALARP principle

(a) Where a hazard has been allocated in accordance with the RfL Hazard Management

Procedure, as the sole responsibility of the SP, the SP shall be required, in

accordance with the requirements of this Agreement to demonstrate that it has

managed the risks associated with the hazard such that those risks are "as low as

reasonably practicable" ("ALARP").

(b) Where a hazard has been allocated in accordance with the RfL Hazard Management

Procedure as being the responsibility of the SP and another person, the SP shall be

responsible for co-operating and acting reasonably to reach agreement with that

other person as to an appropriate strategy for managing the risks associated with

the hazard such that those risks are ALARP.

5.6 Systems Integration and Interface Management

(a) During the RS Assurance Period, the SP shall establish and implement a systems

integration management process that enables it to:

(i) process the infrastructure data provided to the SP by RfL or an

Infrastructure Manager and perform its obligations in accordance with clause

16.3(d)(ii) of the Agreement;

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(ii) demonstrate compatibility of the Units, Parts and Subsystems with all parts

of the Crossrail Infrastructure and record all actions that are necessary

arising from any incompatibility; and

(iii) attend all meetings and provide all necessary information in order to satisfy

the requirements of and fully participate and engage in the relevant

processes set out in the “Works Information Part 27 – System Integration”

included at appendix F of this part 2 to schedule A4.

(b) Upon request, the SP shall provide information in relation to systems integration

and its management process to RfL for the purposes of Progressive Assurance.

(c) The SP shall work iteratively with all relevant third parties, Delivery Partners and

CRL contractors in order to manage all system interfaces with the Units.

5.7 Standards Management

(a) During the RS Assurance Period, the SP shall establish and implement a standards

management process that:

(i) includes the creation and maintenance of a matrix that lists all Industry

Standards that apply to the performance by the SP of its obligations under

this Agreement ("Standards Matrix");

(ii) includes a process for the establishment and subsequent management of

recording changes to the Industry Standards using the Standards Matrix to

identify the Industry Standards that have changed after a specified date and

the version of each Industry Standard being complied with by the SP at any

point in time; and

(iii) enables evidence of compliance by the SP with each of the Standards listed

in the Standards Matrix to be provided as part of a RS Technical Case.

(b) The SP shall include the standards management process it has established in

accordance with paragraph 5.7(a) as part of the RS TAP.

5.8 Requirements management

(a) During the RS Assurance Period, the SP shall establish and implement a

management system that records the SP's compliance with each of the

requirements set out in the Train Technical Requirements and, where appropriate,

to generate more detailed requirements to be used in the design of the Units

("Requirements Management System").

(b) The SP shall ensure that the Requirements Management System is consistent with

the requirements of clause 17.8, including the right of RfL to make Permitted

Design Changes to the Train Technical Requirements.

6. UNIT DESIGN OBLIGATIONS

6.1 The SP shall procure that:

(a) the Train Designer prepares and supervises the preparation of the Detailed Unit

Design in accordance with the requirements of this Agreement;

(b) the Detailed Unit Design will enable the Train Works to comply with the

requirements of the Train Specification and, subject thereto, will meet the

requirements of the SP Train Proposal;

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(c) the checking and safety audit procedures set out in part 3 of schedule A3 (Contract

Management) are complied with; and

(d) the Train Manufacturer and the Train Designer comply with the Train Works Quality

Management Plan.

7. UNIT DESIGN ASSURANCE

7.1 Throughout the Unit Design Phase the SP shall use Progressive Assurance to demonstrate

to the reasonable satisfaction of RfL that the proposed design of the Units and the

Simulator satisfies the requirements specified in the Train Technical Requirements.

7.2 Unit Design Management Plan

The SP shall prepare a Unit design management plan (the "Unit Design Management

Plan") which shall, as a minimum, contain:

(a) the Unit Design strategy, which will describe how the SP will produce an integrated,

assured, certified design;

(b) the design organisation the SP plans to put in place to undertake the Unit Design;

(c) the Vehicle Design Area Breakdown Structure as described in paragraph 7.4;

(d) the Unit Design Submission Programme as described in paragraph 7.5; and

(e) the Unit Design review and verification procedures and the link with the Stage Gate

Reviews.

The Unit Design Management Plan shall be submitted to RfL, for Assurance Acceptance,

within four weeks from the Commencement Date and any further revisions to the Unit

Design Management Plan shall be submitted to RfL for Assurance Acceptance.

7.3 Unit Design Phases

(a) In order to gain sufficient assurance that the design meets RfL's requirements, the

SP shall submit design information to RfL in a two stage process as follows:

(i) a Preliminary Unit Design Phase; and

(ii) a Detailed Unit Design Phase.

(b) The detailed scope of each of the Preliminary Unit Design Phase and the Detailed

Unit Design Phase is described below in paragraphs 7.6 and 7.7 respectively.

(c) The Permitted Design Changes which may be notified by RfL to the SP in

accordance with clause 17.8 of the Agreement are set out in Appendix A to this

part 2.

7.4 Vehicle Design Area Breakdown Structure


(a) the Vehicle Design Area Breakdown Structure (at Appendix B to this part 2)

constitutes the complete design of the Vehicles that will comprise the Units broken

down into discrete design areas (each a "Vehicle Design Area"); and

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(b) the scope of each Vehicle Design Area has been chosen in order that the design of

the Vehicles may be fully reviewed in discrete manageable packages in the

necessary detail required by RfL.

7.5 Unit Design Submission Programme

The Unit Design Submission Programme shall include, as a minimum, the following:

(a) a description of the mechanical and/or electrical systems and other Subsystems

covered by each Vehicle Design Area; and

(b) a programme for the preparation and completion of the design of the Units ("Unit

Design Submission Programme") which:

(i) is consistent with the Project Programme and indicates the proposed dates

when the SP intends to submit the Preliminary Unit Design Submissions and

the Detailed Unit Design Submissions to RfL for Assurance Acceptance; and

(ii) indicates the proposed duration of the Preliminary Unit Design Phase and

the Detailed Unit Design Phase.

7.6 Preliminary Unit Design Phase

(a) During the Preliminary Unit Design Phase, the SP shall submit the relevant

submissions ("Preliminary Unit Design Submissions") to RfL for Assurance

Acceptance in accordance with the Unit Design Submission Programme. The

Preliminary Unit Design Submissions shall include, as a minimum, each RS

Technical Case, updated to show the current status of the information and evidence

described in the RS Technical Case in respect of the Preliminary Unit Design and to

the extent not expressly addressed in the RS Technical Cases shall include:

(i) a list of the requirements to be adopted by the SP in undertaking the design

of the Units and the Simulator;

(ii) a justification that the requirements specified in sub-paragraph (i) above are

consistent with the Train Technical Requirements and all Applicable Laws

and Standards that the SP proposes to comply with in designing,

manufacturing, commissioning and testing the Units and the Simulator;

(iii) a description of the overall concept of the design together with evidence that

it satisfies the requirements specified in sub-paragraph (i) above;

(iv) the manner in which the requirements specified in sub-paragraph (i) above

will be verified;

(v) an up-to-date list of the Major Equipment Subcontractors and any other

important subcontractors or suppliers that will be involved in the design,

manufacture, commissioning, testing and supply of the Units and the

Simulator;

(vi) a summary of any new or novel technology to be utilised in the Units and

evidence that such technology does not materially affect the risk of the SP

being unable to perform its obligations under this Agreement; and

(vii) a list of the principal interfaces with the Unit design.

(b) Where the SP has submitted each of the Preliminary Unit Design Submissions, and

such Preliminary Unit Design Submissions have each been granted Assurance

Acceptance by RfL, the Parties shall hold a Close-Out Meeting. Unless agreed by

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the Parties at the Close-Out Meeting held pursuant to this paragraph 7.6(b), no

later than five Working Days after the completion of the Close-Out Meeting RfL

shall notify the SP in writing that the Preliminary Unit Design Phase has been

completed, together with any outstanding RfL comments to be addressed by the SP

pursuant to the Assurance Acceptance process.

7.7 Detailed Unit Design Phase

(a) During the Detailed Unit Design Phase the SP shall submit the submissions

described in this paragraph 7.7(a) ("Detailed Unit Design Submissions") to RfL

for Assurance Acceptance in accordance with the Unit Design Submission

Programme. The Detailed Unit Design Submissions as a minimum shall include

each RS Technical Case updated to show the current status of the information and

evidence described in the RS Technical Case in respect of the Detailed Unit Design

and, to the extent not expressly addressed in the RS Technical Cases or earlier

design review/submission, shall include:

(i) visual representations, the Mock-Up, the Scale Models and any further

mock-ups or scale models, etc. in sufficient detail to allow the detailed

review of the design of the Units and the Simulator by RfL;

(ii) evidence that the design of the Units and the Simulator satisfies the Train

Technical Requirements, Applicable Laws and Standards and the other


(iii) design assurance documentation to the reasonable satisfaction of RfL and, if

part of the design is service-proven, previous service history and evidence in

accordance with paragraph 2.2(h) above and other supporting evidence as

described in that paragraph to demonstrate that the part of the design is

compatible with the intended application; and

(iv) evidence that the Unit design and Maintenance Plan are compatible with

each other.

(b) Where the SP has submitted each of the Detailed Unit Design Submissions and

each such Detailed Unit Design Submission has been granted Assurance

Acceptance by RfL, the Parties shall hold a Close-Out Meeting. Unless agreed by

the Parties at such Close-Out Meeting, no later than five Working Days after the

Close-Out Meeting, RfL shall notify the SP in writing that the Detailed Unit Design

Phase has been completed.

8. DOO CCTV SYSTEM DESIGN ASSURANCE

8.1 Throughout the DOO CCTV System Design Phase the SP shall use Progressive Assurance

to demonstrate to the reasonable satisfaction of RfL that the proposed design of the DOO

CCTV System satisfies the requirements specified in the Train Technical Requirements.

8.2 DOO CCTV Design Management Plan

The SP shall prepare the DOO CCTV System design management plan (the "DOO CCTV

System Design Management Plan") which shall, as a minimum, contain:

(a) the DOO CCTV System design strategy, which will describe how the SP will produce

an integrated, assured, certified design;

(b) the design organisation the SP plans to put in place to undertake the DOO CCTV

System design;

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(c) the DOO CCTV System design review and verification procedures and the link with

the Stage Gate Reviews.

The DOO CCTV System Design Management Plan shall be submitted to RfL, for Assurance

Acceptance, within four weeks from the Commencement Date and any further revisions to

the DOO CCTV System Design Management Plan shall be submitted to RfL for Assurance

Acceptance.

8.3 DOO CCTV System Design

(a) In order to gain sufficient assurance that the design meets RfL's requirements, the

SP shall submit design information to RfL during the DOO CCTV System Design

Phase.

(b) The detailed scope of the DOO CCTV System design is described below in

paragraph 8.4.

8.4 DOO CCTV System Design Phase

(a) During the DOO CCTV System Design Phase, the SP shall submit the relevant

submissions ("DOO CCTV System Design Submissions") to RfL for Assurance.

The DOO CCTV System Design Submissions shall include, as a minimum, those

elements of the RS Technical Case relating to the DOO CCTV System, updated to

show the current status of the information and evidence described in the RS

Technical Case in respect of the DOO CCTV System design and to the extent not

expressly addressed in the RS Technical Cases shall include:


of the DOO CCTV System;


consistent with the Train Technical Requirements and all Applicable Laws


manufacturing, commissioning and testing the DOO CCTV System;




will be verified;

(v) a summary of any new or novel technology to be utilised in the DOO CCTV

System and evidence that such technology does not materially affect the

risk of the SP being unable to perform its obligations under this Agreement;

(vi) evidence that the design of the DOO CCTV System satisfies the Train

Technical Requirements, Applicable Laws and Standards and the other


(vii) design assurance documentation to the reasonable satisfaction of RfL and, if

part of the design is service-proven, previous service history and evidence in

accordance with paragraph 2.2(h) above and other supporting evidence as

described in that paragraph to demonstrate that the part of the design is


(viii) a list of the principal interfaces with the DOO CCTV System design.

(b) Where the SP has submitted each of the DOO CCTV System Design Submissions,

and such DOO CCTV System Design Submissions have each been granted

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Assurance Acceptance by RfL, the Parties shall hold a Close-Out Meeting. Unless

agreed by the Parties at the Close-Out Meeting held pursuant to this paragraph

8.4(b), no later than five Working Days after the completion of the Close-Out

Meeting RfL shall notify the SP in writing that the DOO CCTV System Design Phase

has been completed, together with any outstanding RfL comments to be addressed

by the SP pursuant to the Assurance Acceptance process.

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APPENDIX A

Permitted Design Changes

Permitted Design Changes Design FreezeDate1 to be confirmed by CRL]

Passenger Information System – format, wording and triggering of messages (audio and visual)

[Not earlier than 12 months from contract award date]

Selective Door Opening System – platform length settings per station [Not earlier than 12 months from contract award date]

Traction Power Limit Settings

Train Management System – wording of alarms, prompts and messages [Not earlier than 12 months from contract award date]

Train Management System – prioritisation and routeing of alarms and messages [Not earlier than 12 months from contract award date]

Saloon HVAC system – setting of temperatures and timing of energy-saving modes

Cab HVAC system – setting of temperatures and timing of energy-saving modes

In-cab platform CCTV displays – timing of cut-in/cut-out when arriving/departing station


Passenger loadweighing – format and routeing of data outputs [Not earlier than 12 months from contract award date]

Interior & Exterior Schedule of Finishes, comprising;

• Cab seat trim fabric, colours and pattern

• Cab desk and interior panelling colours and application

• Cab flooring colour and pattern

• Cab fittings; materials and colours

• Cab signage; type and location

• Saloon flooring colours and patters

• Saloon interior panelling colours and application

• Inter-car gangway colour

• Saloon seats trim fabric, colours and patterns

• Saloon fittings including grab poles and rails ; materials and colours

• Saloon signage- mandatory and branding; type and location

• Exterior Livery colours and application

• Exterior signage- mandatory and branding; type and location

In accordance with clause 17.6

1 Dates to be populated at Preferred Bidder stage.

REDACTED VERSION



Driving Cab ergonomics/human factors and desk equipment layout (where not mandated by Standards)


Exterior design: cab cosmetic design2 [Not earlier than 6 months from contract award date]

Interior design, comprising;

• Passenger seating configuration (within Train Technical Requirements

constraints)

[Not earlier than

6 months from

contract award

date]

• Passenger door visible status indication (colour) and integration into the

interior design

[Not earlier than

6 months from

contract award

date]

• Passenger operated controls and communication devices- location and

integration into the interior design

[Not earlier than

6 months from

contract award

date]

• Longitudinal seat detail design principles [Not earlier than

6 months from

contract award

date]

• Transverse seat detail design principles [Not earlier than

6 months from

contract award

date]

• Tip up seat detail design principles [Not earlier than

6 months from

contract award

date]

• Grab pole/ hand rail/ handhold form and detail design principles [Not earlier than

6 months from

contract award

date]

• Draught screen form and detail design principles [Not earlier than

6 months from

contract award

date]

• Advert card holder design [Not earlier than

6 months from

contract award

date]

2 Varying the appearance of the cab exterior without changing the underlying structural, aerodynamic and operational

design.

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• Passenger information display –integration into the interior design [Not earlier than

6 months from

contract award

date]

• Electronic advertising display –integration into the interior design [Not earlier than

6 months from

contract award

date]

• Lighting unit /diffuser -integration into the interior design [Not earlier than

6 months from

contract award

date]

• Ceiling panelling – form and joint design [Not earlier than

6 months from

contract award

date]

• Luggage rack detail design principles [Not earlier than

6 months from

contract award

date]

• Body side panelling/ window surrounds - form and joint design [Not earlier than

6 months from

contract award

date]

• Passenger area equipment cabinets- appearance [Not earlier than

6 months from

contract award

date]

• HVAC diffuser design-integration into the interior design [Not earlier than

6 months from

contract award

date]

• Heater grille design-integration into the interior design [Not earlier than

6 months from

contract award

date]

• Key/Lock types- passenger/crew areas [Not earlier than

6 months from

contract award

date]

CCTV – integration and location of internal cameras [Not earlier than 6 months from contract award date]

Simulator – simulation environments [Not earlier than 12 months from contract award date]

REDACTED VERSION



Simulator – parameters for functions and scenarios [Not earlier than 12 months from contract award date]

Simulator – simulated faults [Not earlier than 12 months from contract award date]

Simulator – training reports content and format [Not earlier than 12 months from contract award date]

REDACTED VERSION


APPENDIX B

Vehicle Design Area Breakdown Structure


REDACTED VERSION


APPENDIX C

CRL Hazard Management Procedure

REDACTED VERSION


REDACTED VERSION


APPENDIX D

RS System Safety Plan – Contents

Listed below are the proposed contents of the RS System Safety Plan (RSSSP) to be prepared by

the SP. The SP may implement an alternative structure of headings provided that the

requirements of the listed contents are addressed. Where appropriate, the SP may make

reference to existing internal processes for engineering safety management and in such instances

copies of such internal processes shall be provided with the RSSSP.

1. Safety Policy and Strategy – brief outline of the SP's own safety policy, strategy and

arrangements for achieving engineering safety for the Train Works.

2. Scope of the Plan - what is covered, and what is not covered, by the RSSSP and with

reference to the scope of the Train Works. Any constraints or assumptions relating to the

scope of the RSSSP should be described.

Explanation should be given of how the relationships between engineering safety, RAM,

CSM Regulation, EMC/EMI, human factors, interoperability, testing and commissioning

activities will be managed by the SP. Reference shall be made to the SP documentation,

plans or strategies for managing these activities.

The RSSSP shall include a system software safety plan prepared in accordance with BS EN

50128.

3. Safety Requirements – a description of how the system(s) safety requirements

(including safety integrity levels (SILs), where appropriate) are to be derived from the

Train Technical Specification, standards and other sources, and how and where

compliance will be demonstrated.

The SP is required to prepare a separate Safety Requirements Specification at start of

design for Assurance Acceptance by RfL. Alternatively, the SP may chose, with prior

agreement of RfL, to identify safety requirements as part of the overall system

requirements traceability strategy and not prepare a separate Safety Requirements

Specification.

4. Safety Analysis Methodology – the tools and techniques to be applied during

engineering safety assessment will depend on the complexity of the system(s), the

perceived magnitude of the safety risks and whether the design is new/novel or bespoke.

This section of the RSSSP shall describe those safety analysis processes the SP intends to

implement with reference to recognised standards or internal procedures. This may

include, but is not limited to:

(a) hazard management

(b) hazard identification (e.g. HAZOP, HAZID)

(c) interface hazard analysis (e.g. IHA)

(d) semi-quantitative risk assessment (e.g. Risk Matrix)

(e) quantitative risk assessment (e.g. FMECA, FTA, ETA)

(f) engineering safety auditing (internal and external)

5. Safety Justification Strategy – description of the proposed content of safety

justifications supporting engineering safety assurance and approvals. To include:

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(a) TC Component technical case(s) – in situations where it is necessary to seek pre-

approval of new/novel or bespoke design equipment;

(b) Stage Gate engineering safety management reports; and

(c) system engineering safety justification(s) – design and final.

6. Approval Process – description of the internal verification, validation and approvals

process for the engineering safety deliverables. Explanation shall be given regarding the

requirement for, and proposed involvement of, any independent reviewers.

7. Safety Approval of Modifications – explanation of how engineering safety implications

of design modifications and value engineering are to be assured and approved throughout

the delivery of the Train Works (i.e. change control).

8. Operation and Maintenance Performance – summary of the process for analysing

operation and maintenance performance to ensure realised safety is compliant with

service performance data and operational requirements.

It is expected that the SP will run appropriate HAZOPs or similar studies, involving RfL,

the CTOC and others, to ensure operational and maintenance issues are adequately

addressed.

9. Control of Safety Interfaces – identification of, and description of the process for,

engineering safety management activities at internal and external interfaces, in particular

those interfaces relating to systems integration requirements arising from the operation of

Units on the Central Section.

The SP will prepare an IHA to confirm the engineering safety implications at internal and

external interfaces have been adequately addressed and managed. The IHA will involve

RfL and all relevant interfacing contractors and third parties.

The IHA will take cognisance of the systems engineering requirements related to the

integration of the Units with other systems on the Central Section.

10. Subcontractor Safety Management – explanation of how the engineering safety

management arrangements of Subcontractors and suppliers will be managed to be

compatible with the RSSSP.

REDACTED VERSION


APPENDIX E

Bid Reliability Growth Plan3

3 Note to Bidders: this will be the reliability growth commitment and plan submitted by preferred bidder as part of the

original tender.

REDACTED VERSION


APPENDIX F

Works Information Part 27 – System Integration

Systems Integration

27.1 Introduction

This Part 27 provides a summary of CRL’s approach to Systems Integration for the

Crossrail Project and describes the processes that CRL intends to utilise to ensure that an

operational railway is delivered that meets CRL’s requirements.

"Systems Integration" within the Crossrail Project is defined as the integration of all the

Crossrail railway systems, electrical and mechanical systems and the civil infrastructure

together with the rolling stock and operations and maintenance processes to deliver a

resilient operational railway that meets CRL’s requirements.

CRL is responsible for the overall management of Systems Integration, and CRL’s

Systemwide and Commissioning Director manages overall integration on behalf of CRL.

27.2 Systems Integration organisation

To support Systems Integration a number of processes and forums have been set up to

facilitate and enforce integration.

Each element of the System Integration hierarchy is described below and the overall

relationship is described below in Diagram 1.

Diagram 1: System Integration Activities

27.2.1 Railway Integration Authority

CRL has established the Railway Integration Authority (RIA).

REDACTED VERSION


The RIA is chaired by CRL’s Systemwide & Commissioning Director and is formed of

representatives of the Systemwide & Commissioning Director, the Delivery Partners, the

maintainers and the operators.

The RIA remit is to:

Seek assurance that the configuration of the rail systems, rolling stock and

infrastructure combined with operations and maintenance inputs delivers a safe

and resilient operational railway that meets CRL’s requirements.

Maintain the integrity of the requirements and resolve integration related issues

that might arise between contractors, or contractors and other third parties such as

Delivery Partners, acting as a ‘back stop’ forum for issues that collectively impact

on the railway.

Review Systems Integration issues.

The RIA assesses the impact of Systems Integration issues and endorses decisions as to

the best way forward, thereafter monitoring progress to successful conclusion.

The RIA does not in itself act as an assurance body, though it can support the needs of

assurance through generating evidence of integrated safety, performance, operability and

maintainability.

27.2.2 System Integration Review Panel (SIRP)

The Systems Integration Review Panel (SIRP) has been established by CRL as a working

panel formed of representatives of the Systemwide and Commissioning Director and the

operators. The purpose of the SIRP is to maintain the alignment between CRL’s

requirements, CRL’s Operations Concept and the design through a structured workshop

process.

The SIRP functions under the governance and overall direction of the RIA.

27.2.3 Maintenance Integration Review Panel (MIRP)

The Maintenance Integration Review Panel (MIRP) has been established by CRL as a

working level panel formed of representatives of CRL’s Systemwide and Commissioning

Director and the maintainers.

The role of the MIRP is to provide a review of the specifications and designs against the

Infrastructure Manager’s maintenance plans in order to maintain consistency between the

methods, planning and logistics of maintenance and the railway as designed and built.

The MIRP functions under the governance and overall direction of the RIA.

27.2.4 Interface Working Groups

The Interface Working Groups (IWGs) are technical discipline meeting panels established

to provide a geographically based locus so that CRL can gain agreement with the

Infrastructure Managers regarding Design Demarcation Boundaries, Interface

Requirement Specifications and Detailed Interface Requirements. The nine Interface

groups are as follows:

Non-Traction Power

Rolling Stock

Operating Rules and Principles

REDACTED VERSION


Traffic Management and Regulation

Telecoms and Information Systems

Route Control Centre / Back-Up Control Facility

Infrastructure South East

Infrastructure East

Infrastructure West

The working groups come under the governance of a joint interface steering group which

reports progress and critical risks to the RIA.

27.3 Systems Integration processes

27.3.1 Railway Integration Review Points

Railway Integration Review Points (RIRP) have been established as the key tool of the RIA

to evaluate the progress of integrated configuration of the collated elements of Crossrail

railway at key points in the programme.

Each RIRP assessment seeks to confirm the following:

The Works will deliver the overall performance as per the current CRL requirements

baseline

The Works are baselined against the current CRL Operations Concept and

maintenance plans.

The Works and relevant assurance evidence have reached the anticipated standard

of development.

The interfaces between the Works and other contractors’ works are ‘complete’ and

developed to an anticipated standard of development.

The Railway Integration Review Points are not “stop/go” gates. The aim is to review the

status of the programme and identify new integration risks, and agree any recovery

actions.

This process shall not rely on the generation of any bespoke evidence from the SP

however it will reflect the SP’s output.

The evidence shall collectively demonstrate the progress and quality of works against

standards (previously endorsed by the RIA) and identify specific risks or issues for

addressing.

27.3.2 System Architecture Drawings

CRL has developed a series of system architecture drawings, based on the reference

designs which diagrammatically represent the railway, showing the various systems and

their interfaces.

The System Architecture Drawings provide a means for visualising and controlling the

configuration of the railway.

REDACTED VERSION


SCHEDULE A4

Part 3 – Assurance Requirements (Depot Works)

1. DEPOT TECHNICAL ASSURANCE PLAN

1.1 During the Depot Construction Period, the SP shall in performing its obligations under this

Agreement implement and manage a process of Progressive Assurance in order to

demonstrate to RfL that the SP is complying with the requirements of the RSPA in respect

of the delivery of the Depot Works.

1.2 The SP shall provide to RfL for Assurance Acceptance within three months of the

Commencement Date a technical assurance plan in respect of the design, construction,

testing, commissioning, integration and assimilation of the OOC Depot. Such plan shall

describe the systems engineering techniques for the design and construction of the OOC

Depot and the manner in which the SP shall systematically manage the systems

integration risks at the OOC Depot and provide the necessary Progressive Assurance to

RfL in relation to such risks. Once the technical assurance plan has been Assurance

Accepted, it shall be the "Depot TAP" for the purposes of this Agreement.

1.3 During the Depot Construction Period, the SP shall review and update the Depot TAP from

time to time, including as a minimum at the end of each Stage, so that the Depot TAP

shall satisfy at all times the requirements set out in this schedule A4. Where the SP has

updated or otherwise amended the Depot TAP, it shall submit the modified Depot TAP to

RfL for Assurance Acceptance.

1.4 The Depot TAP shall describe the systems engineering techniques (including the

engineering "V" life-cycle model prepared in accordance with paragraph 5.1(b)) and the

manner in which the concept of Progressive Assurance will be implemented by the SP to

systematically manage the risks described in paragraph 5.1(a) and provide the necessary

assurance to RfL.

1.5 The Depot TAP shall consist of the following:

(a) Depot Technical Case Plan (described in paragraph 2 below) which shall include the

System Safety Plan;

(b) Verification and Validation Strategies (described in paragraph 4 below);

(c) an engineering "V" life-cycle model and associated Stage Gate Reviews (described

in paragraph 5 below);

(d) the management processes to be adopted by the SP in implementing Progressive

Assurance (described in paragraph 6 below);

(e) a programme for the submission by the SP of the information and/or

documentation that will be submitted to RfL for Assurance Acceptance (described in

paragraph 1.8(a) below); and

(f) an organisation chart together with CVs of the key staff responsible for technical

and Progressive Assurance (described in paragraph 1.9 below).

1.6 The management processes mentioned above shall include as a minimum:

(a) configuration management (as described in paragraph 6.1);

(b) technical change control (as described in paragraph 6.2);

REDACTED VERSION


(c) defect and corrective action reporting (as described in paragraph 6.3);

(d) hazard management (as described in paragraph 6.4);

(e) systems engineering and interface management (as described in paragraph 6.6);

(f) standards management (as described in paragraph 6.7;

(g) requirements management (as described in paragraph 6.8); and

(h) document management.

1.7 The Depot TAP shall be consistent with, and take into account, all railway approval

processes required by all Applicable Laws and Standards and conform to the requirements

of any Relevant Approvals.

1.8 The Depot TAP shall contain:

(a) a programme for the submission by the SP of the information and/or

documentation that will be submitted to RfL for Assurance Acceptance. The SP

shall ensure that, to the fullest extent possible, the programme is structured to: (i)

allow regular intervals between the submission of information and/or documents to

RfL; (ii) take into account any timeframes and/or approval periods specified in any

Applicable Laws and Standards; and (iii) be consistent with the Project Programme.

(b) It is a requirement that the SP audits its own internal engineering safety

management activities and those of any Subcontractors or suppliers, as

appropriate. The SP shall integrate such engineering safety management auditing

within the overall quality management system for the Depot Works and the results

of such audits shall be submitted for Assurance Acceptance by RfL. These

arrangements shall be confirmed in the Depot System Safety Plan and the

programme in sub-paragraph (a) above.

1.9 The Depot TAP shall contain an organisation chart setting out:

(a) details of each key staff member of the SP who will be responsible for technical and

Progressive Assurance, supported by CVs, details of qualifications and explanations

as to how their experience is adequate for the competency requirements of the

proposed role; and

(b) the manner in which those employees will be independent from the SP's project

team undertaking the design, manufacture, testing, commissioning and supply of

the Units and Equipment.

2. DEPOT TECHNICAL CASE PLAN

The Depot technical case plan (the "Depot Technical Case Plan") shall:

(a) describe the manner in which the SP shall demonstrate to the reasonable

satisfaction of RfL that each Depot Subsystem technical case satisfies the relevant


(b) identify the information and/or evidence that will need to be provided and at which

Stage a particular piece of information and/or evidence will be able to be included

in a Depot Technical Case;

(c) describe how each Depot Subsystem technical case will combine with the others to

deliver the Depot Technical Case in respect of the Depot Works;

REDACTED VERSION


(d) include the Depot System Safety Plan as described in paragraph 3.8 below; and

(e) include the Depot EMC Management Plan as described in paragraph 3.11 below.

3. DEPOT TECHNICAL CASE

3.1 The SP shall be responsible for preparing the Depot technical case ("Depot Technical

Case"). The Depot Technical Case shall consist of a technical case in respect of each part

of the Depot Specification which relates to electrical, electronic and mechanical systems

and their integration within the OOC Depot and with external networks including

signalling, communications, ventilation, fire safety, security and traction power, and in

respect of any other aspect of the Depot Works that RfL may reasonably specify (each a

"Depot Subsystem").

3.2 The SP shall ensure that each Depot Subsystem technical case contains or references such

information and other evidence as is necessary to demonstrate to RfL's reasonable

satisfaction that the Depot Works comply with:

(a) the Depot Specification;

(b) all Applicable Laws and Standards and Relevant Approvals; and

(c) all other requirements set out in this Agreement.

3.3 Each Depot Subsystem technical case and the Depot Technical Case will have two main

sections:

(a) the first section will show how the, part, system, subsystem, component satisfies

each of the requirements set out in the Depot Technical Requirements complies

with all Applicable Laws and Standards and Relevant Approvals and the other

requirements of this Agreement; and

(b) the second section will contain an appropriate series of processes to be executed

by trained, experienced and competent personnel.

3.4 Where the SP submits the Depot Technical Case to RfL for Assurance Acceptance at the

end of each Stage the SP shall ensure that such submission is accompanied by evidence

of independent peer review of the Depot Technical Case.

3.5 The SP shall manage each Depot Subsystem technical case and progressively revise the

Depot Technical Case at the end of each Stage to satisfy the requirements of Progressive

Assurance throughout the Depot Construction Period.

3.6 Without prejudice to the SP's obligations under this schedule A4 and part 1 of schedule A3

(Contract Management), the SP shall implement management systems that are

compatible with standard commercially available software which enables the information

and/or evidence produced by the SP in its Depot Subsystem technical cases to be used

and edited by RfL. The SP shall use its reasonable endeavours and cooperate with RfL to

mitigate any incompatibility between RfL's and the SP's respective management systems.

3.7 Review of the Depot Technical cases

(a) The SP shall submit at each Stage the Depot Technical Case to RfL for Assurance

Acceptance on the dates shown in the Depot Works Programme before proceeding

to the next Stage. Each Depot Technical Case submitted to RfL shall be

progressively revised to include additional information and/or evidence that has

been obtained during each of the Stages prior to the Depot Technical Case being

submitted to RfL for Assurance Acceptance.

REDACTED VERSION


(b) In undertaking Assurance Acceptance of a Depot Technical Case, RfL shall be

entitled to review all evidence included or referenced in the Depot Technical Case

and on request by RfL, the SP shall provide copies of such evidence to RfL in a

timely manner.

(c) The verification of each Depot Technical Case by RfL shall be based upon the

evaluation of the information and/or evidence contained in the Depot Technical

Case that shows that each Depot Subsystem technical case satisfies all the

requirements relevant to that Depot Subsystem.

3.8 Depot System Safety Plan

(a) The depot system safety plan (the "Depot System Safety Plan" or "DSSP")

shall outline the SP's engineering safety management strategy and consist of the

elements described in 8.5(b) to this part 3 of schedule A4 including:

(i) safety policy and strategy;

(ii) scope of the DSSP;

(iii) safety requirements;

(iv) safety analysis methodology;

(v) safety justification strategy;

(vi) approval process;

(vii) safety approval of modifications;

(viii) operation and maintenance performance;

(ix) control of safety interfaces; and

(x) Subcontractor safety management.

(b) Suitable and sufficient risk assessments shall be prepared by the SP throughout the

Project as are necessary to support the required safety deliverables. Risk

assessment strategies shall be included in the DSSP.

(c) The SP shall describe within the DSSP how the relationships with the following are

to be managed and coordinated:

1. the commonality between engineering safety and RAM in line with BS EN

50126;

2. how human factors integration, together with the supporting analyses, will

be accounted for within the engineering safety management activities; and

3. how the safety of the systems, subsystems, etc is to be demonstrated prior

to testing and commissioning activities.

3.9 Competent Authorities Support

The SP shall provide to RfL all necessary evidence of safety adequacy to assist RfL or the

CTOC to secure authorisation to operate the railway in accordance with the relevant

railway safety legislation. To facilitate this, the SP shall be required to make presentations

to and secure acceptance of the evidence of engineering safety from RfL and the

appropriate approval bodies.

REDACTED VERSION


3.10 Independent Safety Auditing and Assessment

(a) The SP shall, at its own cost, establish and implement independent safety auditing

and assessments of its work and practices in accordance with all Applicable Laws

and Standards.

(b) The findings of all reviews shall be formally reported and made available to RfL

within 30 days of the review being completed.

3.11 Electromagnetic Compatibility

(a) The SP shall prepare a Depot EMC management plan (the "Depot EMC

Management Plan") which shall describe the SP's approach to EMC and provide

evidence to assure RfL that:

(i) the Depot Works comply with Applicable Laws and Standards relating to

EMC;

(ii) the Depot Works comply with the Depot Specification relating to EMC;

(iii) compatibility is achieved with the adjacent Network and Railway

Infrastructure;

(iv) compatibility is achieved with the Units; and

(v) depot plant and equipment are not adversely impacted by the external EMC

environment.

(b) The Depot EMC Management Plan shall include but not be limited to the following:

(i) the Industry Standards to be adopted;

(ii) the arrangements for EMC surveys and coupling studies;

(iii) the proposals for an EMI hazard analysis and EMI hazard log;

(iv) arrangements for liaison and exchange of information with RfL and its

nominees, delivery partners and contractors developing the Crossrail

Infrastructure; and

(v) an EMC test plan.

4. VERIFICATION AND VALIDATION STRATEGIES

The Depot TAP shall include a set of Verification and Validation Strategies for each of the

Depot Subsystem technical cases that describe the means (whether by testing,

certification or otherwise) by which the SP proposes to demonstrate to RfL that a

particular requirement (whether statutory, regulatory, contractual or otherwise) has been

satisfied.

5. PROGRESSIVE ASSURANCE

5.1 Engineering "V" Life-Cycle

(a) During the Depot Construction Period the SP shall implement systems engineering

techniques to control and reduce the risks associated with the interaction between

the Network Sections and the various systems of the Depot Works. The SP shall

perform its obligations under this Agreement in a manner that minimises, to the

REDACTED VERSION


extent reasonably practicable, such risks and facilitates the completion of the

Depot.

(b) In performing its obligations under this Agreement during the Depot Construction

Period the SP shall implement an engineering "V" life-cycle model in accordance

with BS EN 50126: 1999 (Railway Applications — The specification and

demonstration of Reliability, Availability, Maintainability and Safety).

(c) In complying with paragraph 5.1(b) the SP shall conduct reviews ("Stage Gate

Reviews") at the end of each of the stages that it has identified in its engineering

"V" life-cycle model (each one a "Stage") in respect of the design, construction,

testing, commissioning, integration and assimilation of the Depot so as to ensure

that Progressive Assurance is being conducted effectively and to enable co-

ordination with the Crossrail Project.

(d) As a minimum the SP shall conduct a Stage Gate Review at the end of each of the

following Stages in the order that they occur in the Depot Works Programme:

(i) preliminary Depot design (as described in paragraph 8.4);

(ii) detailed Depot design (as described in paragraph 8.5);

(iii) commencement of testing of the interface with the Network Section; and

(iv) Fleet Acceptance.

(e) The SP shall obtain Assurance Acceptance from RfL in respect of the previous Stage

(save for the first Stage Gate Review) prior to commencing the next Stage.

(f) As part of the systems engineering techniques implemented by the SP pursuant to

paragraph 4.1(a), the SP shall at the end of each Stage undertake as part of the

Stage Gate Review an interdisciplinary review of each Depot Subsystem, so as to

ensure their effective integration and/or interaction with the other subsystems and

so that evidence is available to confirm to the reasonable satisfaction of RfL the

completion of all of the deliverables and any outstanding issues for the relevant

Stage. The SP shall prepare a progressive ESM report to confirm the acceptable

status of engineering safety management activities. This report shall be updated

as necessary and presented as part of the Stage Gate Review. The SP shall notify

RfL in writing when it has completed a Stage Gate Review and upon receipt of such

notice RfL shall promptly arrange a Close-Out Meeting with the SP to confirm that

all relevant deliverables and outstanding issues (if any) have been completed to

the reasonable satisfaction of RfL.

5.2 Reliability and Resilience

(a) The SP shall propose reliability targets for the key Depot Subsystems that will

enable the Depot Works to meet or exceed the Train Plan Parameter and Diagram

requirements.

(b) The SP shall demonstrate that all aspects of the design and installation of the

Depot and the Depot Subsystems have the capability to deliver the required

reliability targets.

(c) To demonstrate this, the SP shall take into consideration the effect of potential

failures of all assets, corrective and preventive maintenance times and

redundancies built into the design.

(d) Overall achievement of the reliability requirements is dependent on the

performance of the interfaces between the Depot Works and the Network. The

REDACTED VERSION


SP's interface management with others shall include RAM performance at

interfacing points.

(e) The SP shall follow the approach of BS EN 50126:1999 "Railway applications - The

specification and demonstration of Reliability, Availability, Maintainability and

Safety (RAMS)".

(f) The SP shall prepare a Depot reliability, availability and maintainability

management plan (the "Depot RAM Management Plan") to detail how it will

comply with the RAM requirements of BS EN 50126 and to identify the process for

demonstrating that the RAM requirements are met.

(g) This Depot RAM Management Plan shall describe the following as a minimum:

(i) organisation of the RAM team including the position within the SP's

organisation for the Depot Works;

(ii) management of RAM-related interfaces with the Network and Network Rail

infrastructure;

(iii) provisions and procedures for providing feedback to and interacting with

other disciplines in the SP's team, e.g. safety engineering, design,

maintenance and commissioning;

(iv) planned RAM assessments to demonstrate that the system RAM

requirements are met by the SP design;

(v) RAM methods to be used;

(vi) management of Subcontractors' RAM requirements;

(vii) verification and validation of assessments, including data;

(viii) validation of RAM requirements during construction, commissioning,

integration, assimilation and maintenance;

(ix) record keeping of RAM assessments;

(x) list of deliverables;

(xi) high level schedule for deliverables; and

(xii) RAM demonstration plan.

(h) The Depot RAM Management Plan shall be submitted to RfL, for Assurance

Acceptance, within three months of the Commencement Date and any further

revisions to the Depot RAM Management Plan shall be submitted to RfL for

Assurance Acceptance.

6. PROGRESSIVE ASSURANCE MANAGEMENT

6.1 Configuration Management

(a) The SP shall establish and implement until the Depot Completion Date a

configuration management system that complies with the requirements of ISO

10007:2003 (Quality management systems – Guidelines for configuration

management).

REDACTED VERSION


(b) The Depot TAP shall contain a strategy that describes the configuration

management system proposed to be established and implemented by the SP in

accordance with this paragraph 6.1(a) ("Depot Configuration Management

Strategy").

6.2 Technical Change Control


process ("Depot Change Control Process") that is consistent with the Change

Procedure. The Depot Change Control Process shall enable the SP to manage, in a

structured manner, any change to the scope, function, timeframes, cost and/or any

technical aspect of the Depot Works as a result of a Change or otherwise. The

Depot TAP shall describe the Depot Change Control Process to be implemented by

the SP.

(b) The SP shall ensure that the Depot Change Control Process includes a process for

the categorisation of technical changes which is consistent with the Depot Technical

Case Plan.

(c) Where a document, drawing and/or other information that has been granted

Assurance Acceptance by RfL requires amendment in connection with a Change or

other requirement of this Agreement, the SP shall make such amendments as it

considers necessary and submit the amended drawing, document and/or

information to RfL for Assurance Acceptance.

6.3 Defect and Corrective Action Recording


defect and corrective action recording system that records and enables analysis of

all relevant information and data created by the SP and/or its Subcontractors in

performing its obligations under this Agreement.

(b) The SP shall ensure that it records all actual or suspected errors, non-

conformances, failures, defects, incidents and accidents arising in relation to, or in

connection with the Depot and/or any process relating to the design, manufacture,

testing, commissioning and supply of the Depot together with details of any

remedial actions taken by the SP and/or its Subcontractors.

(c) The Depot TAP shall describe the process for this defect and corrective action

recording system to be implemented by the SP.

6.4 Hazard Management

(a) RfL shall establish a Hazard Log as the means of managing all hazards and safety

risks throughout the Concession Period. RfL shall retain possession of the Hazard

Log and shall provide reasonable access to the SP to such Hazard Log upon being

given reasonable prior written notice (and in any event not to be less than two

Working Days from the date of receipt of such notice).

(b) The SP shall use the Hazard Log in accordance with the CRL Hazard Management

Procedure (as set out in Appendix C to part 2 of this schedule A4) to track and

manage those hazards which have been properly allocated to it in accordance with

the CRL Hazard Management Procedure. During the Concession Period, the SP

shall submit to RfL any new hazards identified in accordance with the CRL Hazard

Management Procedure.

(c) The outcome of preliminary hazard analysis by CRL is recorded in the preliminary

Crossrail Project Wide Hazard Record (the "Crossrail PWHR") relating to the

Crossrail Project, which is provided with specifications and reference design. The

REDACTED VERSION


SP is required to adopt and develop the preliminary PWHR as the principal

engineering safety hazard management tool (i.e. hazard log) for the Depot Works.

(d) The Crossrail PWHR is supported on the DOORs database managed by "Comply

Serve" on behalf of CRL. On request, RfL will provide the SP with the necessary

process procedure, access and training to use the Comply Serve web based

software platform.

6.5 Hazard allocation and the ALARP principle

(a) Where a hazard has been allocated in accordance with the CRL Hazard

Management Procedure, as the sole responsibility of the SP, the SP shall be

required, in accordance with the requirements of this Agreement to demonstrate

that it has managed the risks associated with the hazard such that those risks are

"as low as reasonably practicable" ("ALARP").

(b) Where a hazard has been allocated in accordance with the CRL Hazard

Management Procedure as being the responsibility of the SP and another person,

the SP shall be responsible for co-operating and reaching agreement with that

other person as to an appropriate strategy for managing the risks associated with

the hazard such that those risks are ALARP. The SP shall act reasonably at all

times in the management of hazards to the Project or the Crossrail Project.

6.6 Interface Management

During the Depot Construction Period, the SP shall establish and implement an interface

management process that enables it to:

(a) process any infrastructure data provided to the SP by RfL or Network Rail and

perform its obligations in accordance with clause 11.2 of the Agreement;

(b) demonstrate compatibility of the Depot Subsystems with the Network and record

all actions that are necessary arising from any incompatibility; and

(c) attend all meetings and provide all necessary information in order to satisfy the

requirements of and fully participate and engage in the relevant processes set out

in the “Works Information Part 27 – System Integration” included at appendix F of

part 2 of schedule A4.

6.7 Standards Management


standards management process.

(b) The SP shall include the standards management process it has established as part

of the Depot TAP.

6.8 Requirements management

During the Depot Construction Period, the SP shall establish and implement a

management system that records the SP's compliance with each of the requirements set

out in the Depot Technical Requirements and, where appropriate, to generate more

detailed requirements to be used in the design of the Depot Works.

7. DEPOT DESIGN ASSURANCE OBLIGATIONS

The SP shall procure that:

REDACTED VERSION


(a) the Depot Designer prepares and supervises the preparation of the Detailed Depot

Design in accordance with the requirements of this Agreement;

(b) the Detailed Depot Design will enable the Depot Works to comply with the

requirements of the Depot Specification and, subject thereto, will meet the

requirements of the SP Depot Proposal;

(c) the checking and safety audit procedures set out in part 3 of schedule A3 (Contract

Management) are complied with; and

(d) the Depot Building Contractor and the Depot Designer comply with the Depot

Works Quality Management Plan.

8. DEPOT DESIGN PHASE

8.1 General requirements for Depot design

(a) Throughout the depot design phase the SP shall use Progressive Assurance to

demonstrate to the reasonable satisfaction of RfL that the proposed design of the

Depot Works satisfies the requirements specified in the Depot Technical

Requirements.

(b) In order to gain sufficient assurance that the design meets RfL's requirements, the

SP shall submit design information to RfL in a two stage process as follows:

(i) a Preliminary Depot Design phase; and

(ii) a Detailed Depot Design phase.

(c) The detailed scope of each of the Preliminary Depot Design phase and the Detailed

Depot Design phase is described below in paragraphs 8.4 and 8.5.

8.2 Depot Design Work Package Breakdown Structure


(a) the depot design work package breakdown structure at Appendix B to this part 3 of

schedule A4, constitutes the complete design of the Depot Works broken down into

discrete work package design areas; and

(b) the scope of each work package area has been chosen in order that the design of

the OOC Depot may be fully reviewed in discrete manageable packages in the

necessary detail required by RfL.

8.3 Depot Design Submission Programme

The SP shall prepare a Depot Design submission programme (the "Depot Design

Submission Programme") which shall include:

(a) a description the Depot Subsystems covered by each work package area; and

(b) a programme for the preparation and completion of the work package design areas

which:

(i) is consistent with the Project Programme and indicates the proposed dates

when the SP intends to submit the preliminary depot design submissions

and the detailed depot design submissions to RfL for Assurance Acceptance;

and

REDACTED VERSION


(ii) indicates the proposed duration of the preliminary depot design phase and

the detailed depot design phase.

The Depot Design Submission Programme shall be submitted to RfL for Assurance

Acceptance within one month from the Commencement Date and any further revisions of

the Depot Design Submission Programme shall be submitted to RfL for Assurance

Acceptance.

8.4 Preliminary Depot Design Phase

(a) During the Preliminary Depot Design phase the SP shall submit the relevant

submissions to RfL for Assurance Acceptance in accordance with the Depot Design

Submission Programme. The Preliminary Depot Design submissions, as a

minimum, shall include each Depot Subsystem technical case, updated to show the

current status of the information and evidence described in the Depot Technical

Case in respect of the Preliminary Depot Design and to the extent not expressly

addressed in the Depot Subsystem technical cases shall include:


of the Depot Subsystems;


consistent with the Depot Technical Requirements and all Applicable Laws


constructing, testing, commissioning, integrating and assimilating the Depot

Works;




will be verified;

(v) a list of the principal Subcontractors and other suppliers that will be involved

in the various aspects of the Depot Works;

(vi) a summary of any new or novel technology to be utilised in the Depot Works

and evidence that such technology does not materially affect the risk of the

SP being unable to perform its obligations under this Agreement; and

(vii) a list of the principal interfaces with the design of the Units.

(b) Where the SP has submitted each of the Preliminary Depot Design submissions,

and such submissions have each been granted Assurance Acceptance by RfL, the

Parties shall hold a Close-Out Meeting. Unless agreed by the Parties at the Close-

Out Meeting held pursuant to this paragraph 8.4(b), no later than five Working

Days after the completion of the Close-Out Meeting RfL shall notify the SP in

writing that the Preliminary Depot Design phase has been completed subject to any

outstanding RfL comments to be addressed by the SP pursuant to the Assurance

Acceptance process.

8.5 Detailed Depot Design Phase

(a) During the Detailed Depot Design phase the SP shall submit the submissions

described in this paragraph 8.5(a) to RfL for Assurance Acceptance in accordance

with the Depot Design Submission Programme. The Detailed Depot Design

submissions as a minimum shall include each Depot Subsystem technical case

updated to show the current status of the information and evidence described in

the Depot Technical Case in respect of the Detailed Depot Design and, to the

REDACTED VERSION


extent not expressly addressed in the Depot Subsystem technical cases or earlier

design review/submission, shall include:

(i) visual representations, mock-ups, scale models, etc. of sufficient detail to

allow the detailed review of the design of the Depot Works by RfL;

(ii) evidence that the design of the Depot Works satisfies the Depot Technical

Requirements, Applicable Laws and Standards and the other requirements

specified in this Agreement;

(iii) design assurance documentation to the reasonable satisfaction of RfL and, if

part of the design is service-proven, previous service history and other

supporting evidence so as to demonstrate that the part of the design is


(iv) evidence that the Depot Works design, Depot Operations Plan and the

Maintenance Plan in respect of the Units are all compatible with each other.

(b) Where the SP has submitted each of the Detailed Depot Design submissions and

each such submission has been granted Assurance Acceptance by RfL, the Parties

shall hold a Close-Out Meeting. Unless agreed by the Parties at such Close-Out

Meeting, RfL shall notify the SP in writing that the Detailed Depot Design phase has

been completed no later than five Working Days after the completion of the Close-

Out Meeting.

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APPENDIX A

Depot System Safety Plan – Contents

Listed below are the proposed contents of the Depot System Safety Plan ("DSSP") to be prepared

by the SP. It is acceptable to implement an alternative structure of headings provided that the

requirements of the listed contents are addressed. Where appropriate, the SP may make

reference to existing internal processes for engineering safety management and in such instances

copies of these references shall be provided with the DSSP.

1. Safety Policy and Strategy – brief outline of the SP's own safety policy, strategy and

arrangements for achieving engineering safety for the Depot Works.

2. Scope of the Plan - what is covered, and what is not covered, by the DSSP with

reference to the scope of the Depot Works. Any constraints or assumptions relating to the

scope of the DSSP should be described.

Explanation should be given of how the relationships between engineering safety, RAM,

EMC/EMI, human factors, interoperability, testing and commissioning activities will be

managed by the SP. Reference shall be made to the SP documentation, plans or

strategies for managing these activities.

3. Safety Requirements – a description of how the system(s) safety requirements

(including SILs, where appropriate) are to be derived from the Depot Specification,

standards and other sources, and how and where compliance will be demonstrated.

At the start of the design process the SP is required to prepare either:

(a) a separate safety requirements specification for Assurance Acceptance by RfL; or

(b) with the prior agreement of RfL, to identify safety requirements as part of the

overall system requirements traceability strategy.

4. Safety Analysis Methodology – the tools and techniques to be applied during the

engineering safety assessment will depend on the complexity of the system(s), the

perceived magnitude of the safety risks and whether the design is new/novel or bespoke.

This section of the DSSP shall describe those safety analysis processes the SP intends to

implement with reference to recognised standards or internal procedures. This may

include, but is not limited to:

(a) hazard management;

(b) hazard identification (e.g. HAZOP, HAZID);

(c) interface hazard analysis (e.g. IHA);

(d) semi-quantitative risk assessment (e.g. risk matrix);

(e) quantitative risk assessment (e.g. FMECA, FTA, ETA);

(f) engineering safety auditing (internal and external).

5. Safety Justification Strategy – description of the proposed content of safety

justifications supporting engineering safety assurance and approvals which shall include:

(a) depot subsystem technical case(s) – in situations where it is necessary to seek pre-

approval of new/novel or bespoke design equipment;

(b) stage gate engineering safety management reports; and

REDACTED VERSION


(c) system engineering safety justification(s) – design and final.

6. Approval Process – description of the internal verification, validation and approvals

process for the engineering safety deliverables. Explanation shall be given regarding the

requirement for, and proposed involvement of, any independent reviewers.

7. Safety Approval of Modifications – explanation of how engineering safety implications

of design modifications and value engineering are to be assured and approved throughout

the delivery of the Depot Works (i.e. change control).

8. Operation and Maintenance Performance – summary of the process for analysing

operation and maintenance performance to ensure realised safety is compliant with

service performance data and the operational requirements.

It is expected that the SP will run appropriate HAZOPs or similar studies, involving RfL,

the CTOC and others, to ensure operational and maintenance issues are adequately

addressed.

9. Control of Safety Interfaces – identification of, and description of the process for,

engineering safety management activities at internal and external interfaces.

The SP will prepare an Interface Hazard Analysis (IHA) to confirm the engineering safety

implications at internal and external interfaces have been adequately addressed and

managed. The IHA will involve RfL, all relevant interfacing contractors and third parties.

10. Subcontractor Safety Management – explanation of how the engineering safety

management arrangements of Subcontractors and suppliers will be managed to be

compatible with the DSSP.

REDACTED VERSION


APPENDIX B

Depot Design Work Package Breakdown Structure


REDACTED VERSION


SCHEDULE A4

Part 4 – Table of Assurance Acceptance submissions

Part of RSPA Clause Reference Subject Matter

Agreement 5.11(b) Amendment to Project Programme

Agreement 8.1(f)(ii) Works Train Rule Book

Agreement 12 Depot Asset Management Plan

Agreement 13 Depot Consents Management Plan

Agreement 16.2 Amendment to Train Works Programme

Agreement 16.5 Manuals

Agreement 17.2 Generic DOO CCTV System designdocumentation

Agreement 21.3(b)(vii) RS Technical Case

Agreement 26.2 Preparation, Presentation and Hand-Back Procedure

Agreement 26.4 In-Service Support Procedure

Agreement 26.5 Fault Notification Procedure

Agreement 30.2 Depot Safety Management System

Agreement 30.3 Depot Operations PlanSchedule A3 (Contract Management) Part 1, 11.2 Train Works Compliance Assurance Plan

Schedule A3 (Contract Management) Part 1, 11.2 Services Compliance Assurance Plan

Schedule A3 (Contract Management) Part 1, 11.2 Depot Works Compliance Assurance Plan

Schedule A3 (Contract Management) Part 3, 1.3(d) Depot Works ProgrammeSchedule A4 (Assurance) Part 2, 1.1(b) RS TAPSchedule A4 (Assurance) Part 2, 1.2(e)(i) Submission programme (Train Works

documentation)Schedule A4 (Assurance) Part 2, 1.2(e)(ii) Engineering safety management audit results

(Train Works)Schedule A4 (Assurance) Part 2, 2.4(a) RS Technical CaseSchedule A4 (Assurance) Part 2, 2.6(a) Interface managementSchedule A4 (Assurance) Part 2, 4.2(a) Reliability Growth Plan

Schedule A4 (Assurance) Part 2, 4.2(f)(iv) DOO CCTV System RAMS Analysis Report

Schedule A4 (Assurance) Part 2, 4.2(g) RS RAM Management Plan Schedule A4 (Assurance) Part 2, 7.2 Unit Design Management Plan Schedule A4 (Assurance) Part 2, 7.6(a) Preliminary Unit Design SubmissionsSchedule A4 (Assurance) Part 2, 7.7(a) Detailed Unit Design SubmissionsSchedule A4 (Assurance) Part 2, App D, 3 Safety Requirements SpecificationSchedule A4 (Assurance) Part 3, 1.8(a) Submission programme (Depot Works

documentation)Schedule A4 (Assurance) Part 3, 1.8(b) Engineering safety management audit results

(Depot Works)Schedule A4 (Assurance) Part 3, 3.7(a) Depot Technical CaseSchedule A4 (Assurance) Part 3, 5.1(e) Previous StageSchedule A4 (Assurance) Part 3, 5.2(h) Depot RAM Management Plan Schedule A4 (Assurance) Part 3, 8.3 Depot Design Submission Programme Schedule A4 (Assurance) Part 3, 8.4(a) Preliminary Depot DesignSchedule A4 (Assurance) Part 3, 8.5(a) Detailed Depot DesignSchedule A4 (Assurance) Part 3, App A, 3(a) Safety Requirements SpecificationSchedule A7 (Undertakings) 2.2 Undertakings Compliance Plan

Schedule A12 (Responsible Procurement)

2.2(a) Responsible Procurement Plan

Schedule A12 (Responsible Procurement)

3.2(a)(i) Strategic Labour Needs and Training Plan

Schedule A13 (Health and Safety) Part 2, 2.1 Occupational Health and Safety Management System (OHSOps)

Schedule A13 (Health and Safety) Part 2, 3.1 OHSOps - Associated Working Procedures

Schedule A13 (Health and Safety) Part 2, 4.1 Work Place Violence Policy

REDACTED VERSION


Schedule A13 (Health and Safety) Part 2, 4.2 Alcohol and Drugs Policy

Part of RSPA Clause Reference Subject Matter

Schedule A13 (Health and Safety) Part 2, 7.4 OHSOps - Audit Programme

Schedule A15 (Environment) Part 1, 2.1(d) Written Scheme of Investigation

Schedule A15 (Environment) Part 1, 2.1(e) Design stage - Ecological mitigation method statement

Schedule A15 (Environment) Part 1, 2.2(b) Environmental Design Compliance Statement Checklist

Schedule A15 (Environment) Part 1, 5.1 Environmental Plan

Schedule A15 (Environment) Part 1, 10.5(b) Change to Working Hours

Schedule A15 (Environment) Part 1, 10.8 Deviation from BS5228: Noise and Vibration Mitigation

Schedule A15 (Environment) Part 1, 11.2(a) Updated Site Waste Management Plan

Schedule A15 (Environment) Part 1, 11.3(d) Proposal for reuse of contaminated material

Schedule A15 (Environment) Part 1, 12.3(c)(xvii) Dust control - Proposal for change to speed limits

Schedule A15 (Environment) Part 1, 13.6(a)(ii) Groundwater Pollution Proposals

Schedule A15 (Environment) Part 1, 15.2(e) Criteria for Intrusive Site Investigations

Schedule A15 (Environment) Part 1, 15.3(a) Contamination Remediation Strategy

Schedule A15 (Environment) Part 1, 15.3(d) Remediation Works: Verification Report

Schedule A15 (Environment) Part 1, 16.2(a) Pre-Depot Works - Ecological mitigation method statement

Schedule A15 (Environment) Part 2, 2.1 Environmental Management System -Operations Phase (EMSOps)

Schedule A15 (Environment) Part 2, 3.1 Preliminary EMSOps

Schedule A15 (Environment) Part 2, 3.2 EMSOps - associated working procedures

Schedule A15 (Environment) Part 2, 5.1 EMSOps - audit programme

Schedule B4 (Testing (Units)) Part 1, 1.3 Testing strategy

Schedule B4 (Testing (Units)) Part 1, 1.4 Schedule of tests

Schedule B4 (Testing (Units)) Part 1, 1.4 Testing programme

Schedule B4 (Testing (Units)) Part 1, 1.9 Test specification

Schedule B4 (Testing (Units)) Part 1, 9.3 Phase 4.2 CS Test Programme

Schedule B4 (Testing (Units)) Part 1, 12.1 Resubmission of RS Technical Case prior to Trial Operations

Schedule C4 (Works Information) Part 1, 1.6(a) Logistics Plan

Schedule C4 (Works Information) Part 1, 1.14(d) Use of Mobile Batching Plant

Schedule C4 (Works Information) Part 2, 2.5(a) Traffic Management Delivery Plan

Schedule C4 (Works Information) Part 2, 2.14(b) Green Travel Plan

Schedule C4 (Works Information) Part 4, 4.3(b) Utilities Plan

Schedule C4 (Works Information) Part 8, 8.5(a) Community Liaison Plan

Schedule C4 (Works Information) Part 8, 8.8(b) Mitigation measures

Schedule C4 (Works Information) Part 11, 11.5(a) Incident Plan

Schedule D1 (Maintenance Services) Part 1, 1.4 Maintenance Plan

Schedule D3 (Security and Resilience (Services))

3.1 Preliminary EMSOps


3.1 Final EMSOps


3.3 Preliminary associated working procedures


3.3 Final associated working procedures


6.4 EMSOps - detailed audit programme

REDACTED VERSION

SCHEDULE A5

Consents

REDACTED VERSION

Schedule A5 (Consents)

Part 1 – CRL Consents

1. INTRODUCTION

1.1 Italicised terms used in this part 1 of schedule A5 shall have the meaning ascribed to

them in the Crossrail Act.

1.2 The Crossrail Act, among other things:

(a) grants deemed planning permission for the proposed works, subject to the

conditions imposed by section 10 and schedule 7 of the Crossrail Act, which require

plans and specifications for permanent works and construction arrangements for all

works to be approved by relevant local authorities;

(b) sets out requirements for obtaining consent for specific details of the proposals

which will be submitted to the consent granting body before the relevant works

commence where these regimes are different to those under other Legislation; and

(c) disapplies some consents that are normally required by Law and establishes an

alternative consent regime for specific works that are permitted under the Crossrail

Act.

2. APPLICATION PROCESS

2.1 The Parties acknowledge that CRL has been appointed as the nominated undertaker in

respect of the Depot Works to be undertaken pursuant to the powers of the Crossrail Act

and therefore is the only person with the right to apply to the consent granting bodies for

any CRL Consents required pursuant to the Crossrail Act. The Parties further acknowledge

that CRL has established and agreed with local authorities certain principles and

procedures across the Crossrail Project in relation to other CRL Consents (which are

required pursuant to Legislation other than the Crossrail Act) and that therefore CRL has

an interest in the form and content of such CRL Consents.

2.2 The SP shall provide all CRL Consents applications and information required pursuant to

this part 1 of schedule A5 to CRL or to such other person as RfL shall instruct in

accordance with clause 7 (Relationship with CTOC, CRL and Representatives) of the

Agreement and clause 6.3(d) of the Agreement shall apply.

2.3 If, for the purposes of carrying out the Depot Works, the SP requires an amendment to an

Existing Consent, the provisions of this part 1 of schedule A5 shall apply to such

amendment as they apply to new CRL Consents applications.

2.4 Prior to the Commencement Date, RfL will provide to the SP as part of the Disclosed Data,

the status of all CRL Consents applications in progress and copies of all the Existing

Consents (whether CRL Consents or otherwise), consent applications, decision notices and

correspondence. Thereafter the SP shall prepare, maintain and make available to RfL and

CRL within four weeks of the Commencement Date and thereafter when requested by CRL

or RfL planning, environment and traffic consents registers in respect of the Depot Works

("Depot Consents Register") in CRL's standard form which shall include: details of the

CRL Consents required; planned and actual dates for both submission of applications and

receipt of approval; and dates for commencement of the works to which the CRL Consents

relate. The SP shall also maintain registers and records of correspondence and RfL shall

pass copies of all CRL Consents correspondence to the SP.

2.5 The CRL Consents which may be applicable to the Depot Works are listed in appendices 1,

2 and 3 to this part 1 of schedule A5. The SP shall identify (in consultation with CRL):

(a) any CRL Consents which are required in connection with the Depot Works but not

listed in the Existing Consents;

REDACTED VERSION


(b) any changes required to CRL Consents applications already in process which are

applicable to the Depot Works; and

(c) any amendments required to an Existing Consent.

2.6 For each application (for a new or amended CRL Consent as the case may be), the SP

shall:

(a) use the applicable pro-forma template in appendices 4-22 to this part 1 of schedule

A5;

(b) provide the information identified in appendices 1, 2 and 3 to this part 1 of

schedule A5 and all other necessary supporting information;

(c) pay all applicable fees and costs directly to the consent granting body;

(d) submit the applications in a timely manner to CRL in order to allow sufficient time

for Assurance Acceptance and for the consent granting bodies to grant consent

within the requisite timescales. Indicative timescales for the CRL Consents

application process and potential appeals are set out in the tables in appendices 1,

2 and 3 to this part 1 of schedule A5 but RfL makes no assurance or representation

as to whether such timescales will be sufficient in any individual case to obtain a

CRL Consent;

(e) ensure that all proposed CRL Consents applications are discussed with the consent

granting body and CRL prior to submission to CRL, and that the views of the

consent granting body are taken into account in the CRL Consents application;

(f) cooperate with CRL to attend meetings with consent granting bodies as required by

CRL;

(g) revise draft CRL Consents applications and the scope of any supporting information

in accordance with CRL's comments;

(h) once signed by CRL, make all necessary copies of the CRL Consent applications

(including a copy for CRL's records) and submit the same to the relevant consent

granting body and any other required parties (e.g. statutory consultees) together

with the applicable fee (if required);

(i) obtain a written or email receipt from the consent granting body to ensure that it

has received the consent application, and keep the same on file;

(j) ensure that CRL Consent applications are of a sufficiently high standard to enable

consent to be granted by the consent granting body;

(k) notify CRL of any proposed discussions or correspondence with any consent

granting body in relation to any CRL Consent application and permit CRL to attend

any proposed meetings at CRL's discretion; and

(l) negotiate any conditions on the CRL Consents granted with the consent granting

body, in conjunction with CRL, and check that any conditions are achievable on

receipt and, if the conditions are not achievable, the SP shall notify CRL

immediately and use all reasonable endeavours to resolve without needing to

appeal or re-submit the CRL Consents application.

2.7 If the SP decides, in consultation with CRL and with CRL's prior written consent, to appeal

a decision of a consent granting body in relation to a CRL Consent, the provisions of this

part 1 of schedule A5 shall apply in respect of any submission of documents and

information made by the SP pursuant to such appeal. The SP shall provide to CRL and RfL

REDACTED VERSION


copies of any related legal advice received in relation to such appeal. This paragraph 2.7

is without prejudice to CRL's right to appeal in its own right, at its cost, where the SP has

elected not to do so.

2.8 Once a CRL Consent is granted (and in respect of Existing Consents), the SP shall:

(a) ensure that the Depot Works are undertaken in accordance with the CRL Consent

obtained (including without limitation timescales and conditions) and take account

of all informatives imposed by any consent granting body in the granting of CRL

Consent; and

(b) where applicable provide evidence to CRL that any conditions imposed on the CRL

Consent as part of granting have been discharged;

(c) to the extent applicable, comply with the provisions of clause 10 (Planning

Permission, CRL Consents and Existing Consents) of the Agreement; and

(d) maintain a copy of all granted CRL Consents at the Site.

2.9 The SP shall report any failure to have a CRL Consent in place prior to starting the Works,

any failure to comply with a CRL Consent (including conditions and details) and/or

enforcement action from a consent granting body as an incident on CRL's electronic

incident management system (IMS-RIVO Safeguard) in accordance with paragraph 9 of

part 1 of schedule A15 (Environment).

3. DEPOT WORKS CONSENTS CO-ORDINATOR

3.1 The SP shall nominate a person to co-ordinate the CRL Consents in respect of the Depot

Works (the "Depot Works Consents Co-ordinator") which is a Key Post for the

purposes of this Agreement.

3.2 The Depot Works Consents Co-ordinator shall be responsible for:

(a) preparing, implementing, maintaining and updating the Depot Consents

Management Plan and the Depot Consents Register;

(b) acting as the main point of contact for all CRL Consents matters and cooperating

with RfL and CRL in all matters relating to CRL Consents applications and

compliance;

(c) ensuring that the dates given in the Depot Consents Management Plan and the

Depot Consents Register are aligned with the Depot Works Programme and that

RfL is kept informed of any changes to the dates when any CRL Consents

submissions are required; and

(d) ensuring that the SP's team is aware of the status of all outstanding CRL Consents

applications such that the Depot Works or any part of the Depot Works for which

consent is required is not commenced until consent is granted.

4. DEPOT CONSENTS MANAGEMENT PLAN

4.1 Within four weeks of the Commencement Date, the SP shall submit to RfL for Assurance

Acceptance a plan describing the roles, responsibilities and processes for obtaining and

managing the CRL Consents in respect of the Depot Works (the "Depot Consents

Management Plan").

4.2 The Depot Consents Management Plan shall include:

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(a) acknowledgement of the requirement for cooperation and the process for liaison

with CRL regarding any CRL Consents;

(b) details of the processes and procedures for management and maintenance of the

Depot Consents Registers to track CRL Consents required and a process for

updating and submitting a revised Depot Consents Register to CRL on a regular

basis;

(c) details of the processes and procedures for preparing CRL Consents applications for

submission to the consent granting body, including any requirement in this

schedule for prior review by CRL;

(d) a list of consent granting bodies, including principal contacts, to whom submissions

shall be made;

(e) procedures that require the SP to develop method statements that comply with CRL

Consents including any conditions;

(f) procedures for ensuring compliance with all RAAR, including briefing all staff of

requirements and monitoring of compliance through inspection and audit; and

(g) a procedure for non-compliance with CRL Consents, including reporting as an

incident or non conformance in accordance with this schedule A5.

4.3 The SP shall review and update the Depot Consents Management Plan as necessary as the

Depot Works progress to ensure it reflects the current status of the Depot Works. Each

revised plan shall be submitted to RfL for Assurance Acceptance.

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5. APPENDICES

Appendix 1 – Indicative list of CRL Consents – Planning

Appendix 2 – Indicative list of CRL Consents – Environmental

Appendix 3 – Indicative list of CRL Consents – Traffic

Appendix 4 – Planning Forum Note 1: Content of Submissions and Standard Templates

Appendix 5 – Planning Forum Note 2: Drawings for Plans and Specifications Approvals

Appendix 6 – Planning Forum Note 3: Validation Checklists

Appendix 7 – Planning Forum Note 4: Approval of Construction Arrangements

Appendix 8 – Planning Forum Note 5: Design and Access Statements

Appendix 9 – Planning Forum Note 6: Written Statements

Appendix 10 – Planning Forum Note 7: Consultation on Requests for Approval under

Schedule 7

Appendix 11 – Planning Forum Note 9: Model Conditions

Appendix 12 – Planning Forum Note 10: Text for Approvals

Appendix 13 – Planning Forum Note 11: Bringing Into Use

Appendix 14 – Schedule 7 Construction Arrangements Written Statement for Information

Template

Appendix 15 – Schedule 7 Plans and Specifications Written Statement for Information

Template

Appendix 16 – Traffic Consents Proforma – Form 2a

Appendix 17 – Traffic Consents Proforma – Form 3a

Appendix 18 – Traffic Consents Proforma – Form 3b

Appendix 19 – Traffic Consents Proforma – Form 3c

Appendix 20 – Traffic Consents Proforma – Form 3d

Appendix 21 – Traffic Consents Proforma – Form 3e

Appendix 22 – Traffic Consents Proforma – Form 3f

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APPENDIX 1

CRL Consents – Planning

Activity Requiring Consent Applicable Legislation Consent Granting

Body

Indicative timescale

required to obtain

consent prior to

commencement of

relevant works

Information to be submitted by the

SP for CRL Consents applications

Permanent structures Crossrail Act 2008

Schedule 7 - Plans and

Specifications

Local planning authority 49 weeks Consent application using CRL's

standard format in accordance

with the Planning Forum Notes

Supporting information for the

above to meet local planning

authority requirements

All construction works Crossrail Act 2008

Schedule 7 –

Construction

Arrangements


standard format in accordance

with the Planning Forum Notes




Bringing into use all scheduled

works except stations and

works constructed in a tunnel

at least 9m below the surface

Crossrail Act 2008

Schedule 7

Local planning authority 45 weeks Records required by Volume 2B

Part 13 of the Works Information

Site restoration of sites used

as worksites

Crossrail Act 2008

Schedule 7


standard format



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Body


required to obtain

consent prior to

commencement of

relevant works




Reinstatement of discontinued

facilities

Crossrail Act Schedule

16


standard format




Samples of materials including

mock-ups described elsewhere in

the Works Information

Works outside the powers of

the Crossrail Act 2008,

including any temporary works

within Working Areas falling

outside the limits of deviation

and limits of land to be

acquired or used

Town and Country

Planning Act

Local planning authority 56 weeks Planning consent application in

accordance with statutory

legislation

Environmental impact

assessment if required by

statutory legislation




Works to Listed Buildings

within the powers of the

Crossrail Act 2008

Heritage Agreements in

accordance with the

Environmental Minimum

Requirements, Annex 1 –

Construction Code –

Section 11.2.1

Local planning authority 45 weeks Listed building consent

application using CRL's standard

format



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Body


required to obtain

consent prior to

commencement of

relevant works




Works to Listed Buildings

outside the powers of the

Crossrail Act 2008

Planning (Listed

Buildings and

Conservation Areas) Act

Local planning authority 56 weeks Listed building consent

application in accordance with

statutory legislation




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APPENDIX 2

CRL Consents – Environmental


Body


required to obtain

consent prior to

commencement of

relevant works



Works affecting land drainage,

flood defence, water resources

and fisheries

Crossrail Act 2008

Schedule 17 Part 3

Environment Agency 84 days Consent application using CRL's

standard template

Permanent or temporary works

drawings and specifications

Method statements


above as required to meet

Environment Agency

requirements

Works in, across, under or

within 15 metres of, or that

may affect, a canal

Crossrail Act 2008

Schedule 17 Part 5

British Waterways Board 84 days Consent application using CRL's

standard template



Method statements


above as required to meet British

Waterways Board requirements

Works on, in, under or over

the surface of land below the

Crossrail Act 2008 Port of London Authority 84 days Consent application using CRL's

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Body


required to obtain

consent prior to

commencement of

relevant works



River Thames and land owned,

occupied or used by the Port

Authority

Schedule 17 Part 6 standard template



Method statements


above as required to meet Port

of London Authority

requirements

Works affecting a Scheduled

Ancient Monument

Scheduled Monument

Agreement,

Environmental Minimum

Requirements, Annex 1 –

Construction Code –

Section 11.2.3

Secretary of State for

Transport and Secretary

of State for Culture,

Media and Sport

48 days – Field

Evaluation1

68 days –Construction

Works1

Works specification and method

statement details as defined in

the Scheduled Monument

Agreement, if applicable to the

works

1 "Field Evaluation" and "Construction Works" are defined in the Scheduled Monument Agreement, provided in Works Information Volume 2A if applicable to the Works.

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APPENDIX 3

CRL Consents – Traffic


Body


required to obtain

consent prior to

commencement of

relevant works



Opening/alteration of

temporary or permanent

highway access shown on

deposited plans2

Crossrail Act 2008

Schedule 2

Local Highway Authority 24 weeks Consent application using CRL's

standard template

Detailed works/traffic

management drawings and

specifications


above as required to meet local

authority /TfL requirements



highway access not on

deposited plans2

Crossrail Act 2008

Schedule 2


standard template

Detailed works / traffic


specifications






Crossrail Act 2008 Local Highway Authority 24 weeks Consent application using CRL's

2 Deposited Plans are plans deposited in connection with the Crossrail Act 2008 in the office of the Clerk of Parliaments and the Private Bill Office of the House of Commons.

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Body


required to obtain

consent prior to

commencement of

relevant works



highway access (plans and

specifications)

Schedule 2 standard template



specifications




Trial holes in carriageway or

footway

Crossrail Act 2008

Schedule 2


standard template



specifications




Works that stop up, alter or

divert any highway or part of

highway

Crossrail Act 2008

Schedule 3

Local Highway Authority 24 weeks for all works

other than those

related to GLA side

road or the Strategic

Road Network

26 weeks when related

to GLA side road or the

Strategic Road Network

Consent application using CRL's

standard template



specifications




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Body


required to obtain

consent prior to

commencement of

relevant works



Works that divert traffic from,

and prevent persons passing

along, any highway or part of

highway

Crossrail Act 2008

Schedule 3


other than those

related to GLA side


Road Network





standard template



specifications




Works that break up or

interfere with any highway or

part of highway

Crossrail Act 2008

Schedule 3


other than those

related to GLA side


Road Network





standard template



specifications




Permanent stopping up of

certain highways listed in the

Crossrail Act

Crossrail Act 2008

Schedule 3

Local Highway Authority 24 weeks Detailed works / traffic


specifications




Works that cause the

permanent stopping up of a

Crossrail Act 2008 Local Highway Authority 28 weeks Detailed works / traffic


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Body


required to obtain

consent prior to

commencement of

relevant works



footpath not listed in the

Crossrail Act

Schedule 3 specifications




Work causing the permanent

obstruction of the highway

Crossrail Act 2008

Schedule 3


standard template



specifications




Works that involve

construction or alteration of

highways

Crossrail Act 2008

Schedule 3


standard template






Works that involve

construction or alteration of

highways (plans, sections and

specifications)

Crossrail Act 2008

Schedule 3


standard template



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Body


required to obtain

consent prior to

commencement of

relevant works



specifications




Works under and within 8

metres of a highway which

comprises a carriageway

Crossrail Act 2008

Schedule 17 Part 1


standard template



specifications




Works under and within 8

metres of a highway which

comprises a carriageway

(plans and specifications)

Crossrail Act 2008

Schedule 17 Part 1


standard template



specifications




Works under the highway

which interfere with the proper

means of drainage of the

surface of the highway or are

Crossrail Act 2008

Schedule 17 Part 1


standard template


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Body


required to obtain

consent prior to

commencement of

relevant works



nearer than 2 metres to the

surface of the highway


specifications




Works that comprise

construction of a new bridge or

an alteration or extension of

any existing bridge, carrying

works over a highway or

carrying a highway over the

works

Crossrail Act 2008

Schedule 17 Part 1


standard template



specifications




Works that alter, disturb or in

any way interfere with Local

Highway Authority property on

or under the highway or access

thereto

Crossrail Act 2008

Schedule 17 Part 1


standard template



specifications




Works that may deposit any

soil or materials or stand any

Crossrail Act 2008

Schedule 17 Part 1


standard template

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Body


required to obtain

consent prior to

commencement of

relevant works



plant on or over the highway Detailed works / traffic


specifications




Works that erect or retain over

a highway to which the public

continue to have access, any

scaffolding or other structures

which obstruct the highway

Crossrail Act 2008

Schedule 17 Part 1


standard template



specifications




Traffic Management Act

Notification – works on or

affecting the TfL

TLRN/Strategic Road Network

or Olympic Route Network

Greater London

Authority Act

1999/Traffic

Management Act 2004

TfL 26 weeks Consent application using CRL's

standard template



specifications




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APPENDIX 4

Planning Forum Note 1: Content of Submissions and Standard Templates

REDACTED VERSION


REDACTED VERSION


APPENDIX 5

Planning Forum Note 2: Drawings for Plans and Specifications Approvals

REDACTED VERSION


APPENDIX 6

Planning Forum Note 3: Validation Checklists

REDACTED VERSION


REDACTED VERSION


APPENDIX 7

Planning Forum Note 4: Approval of Construction Arrangements

REDACTED VERSION


APPENDIX 8

Planning Forum Note 5: Design and Access Statements

REDACTED VERSION


APPENDIX 9

Planning Forum Note 6: Written Statements

REDACTED VERSION


REDACTED VERSION


APPENDIX 10

Planning Forum Note 7: Consultation on Requests for Approval under Schedule 7

REDACTED VERSION


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APPENDIX 11

Planning Forum Note 9: Model Conditions

REDACTED VERSION


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APPENDIX 12

Planning Forum Note 10: Text for Approvals

REDACTED VERSION


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APPENDIX 13

Planning Forum Note 11: Bringing Into Use

REDACTED VERSION


REDACTED VERSION


APPENDIX 14

Schedule 7 Construction Arrangements Written Statement for Information Template

REDACTED VERSION


REDACTED VERSION

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