PPP Contracts

SCHEDULE 5.6 - Handback

Part 1 - Principles

1.1 Infraco shall develop processes and procedures for handing back Primary Assets and/or Key System Assets at the Expiry Date or on a Contract Disposal Date, as the case may be.

1.2 The purpose and requirement of the documents arising from this Schedule is to ensure that Infraco has arrangements in place to ensure that Primary Assets and/or Key System Assets and operational management and control are handed over to a Successor Infraco at the appropriate time in accordance with the Contract.

Key Outcomes

1.3 Infraco is to make available a Handback Plan in accordance with the terms of this Schedule containing sufficient detail to allow a Successor Infraco to receive the Primary Assets and/or Key System Assets and maintain operations with minimum disruption.

Part 2 - Detailed Provisions

General

2.1 Infraco shall prepare, submit to LUL and maintain the following documents in accordance with this Schedule: (a) the Handback Plan; and

(b) the Handback Programme(s).

Handback Plan

2.2

Infraco shall prepare, submit to LUL and maintain a Handback Plan that sets out the process of handback and defines the trigger points for starting the handback process. The Handback Plan shall cover each of the following scenarios:

Scenario 1:	full handback on the Expiry Date; and
Scenario 2:	full handback in the event of the Contract being transferred earlier in accordance with a Contract Sale.

2.3 For both of the scenarios set out in paragraph 2.2 above the Handback Plan shall set out the process of starting, conducting and completing the handback process in accordance with the Contract.

2.4 To the extent that such information could reasonably be expected to be available at each revision of the Handback Plan, the Handback Plan shall include details of the following as a minimum: (a) the handback objectives in each case by reference to the obligations set out in the Contract;

(b) the organisational arrangements including roles and responsibilities which will be transferred to the Successor Infraco;

(c) the interface arrangements between LUL and the Successor Infraco following handback and between Infraco and the Successor Infraco in the transition up to completion of the handback;

(d) a process or processes for the identification and handover of Primary Assets and/or Key System Assets as required by LUL to be transferred to a Successor Infraco; and

(e) processes for the preparing, storing and making available to LUL and a Successor Infraco upon handback all of the information in the handback pack as set out in paragraph 2.5.

2.5 The handback pack provided to a Successor Infraco by Infraco prior to the Expiry Date or the Contract Disposal Date shall include as a minimum details of the following as set out in paragraph 2.6 below: (a) Infraco Staff information;

(b) training information;

(c) asset information/Key IPRs/software support;

(d) commercial information;

(e) tooling and stock information; and

(f) property information.

2.6 The information required under each of these categories shall be as follows:

Infraco Staff Information:
(a) personnel details of the Infraco Staff who are to transfer to a Successor Infraco relating to job descriptions, pay, benefits, conditions of employment, service length, pension conditions and actuarial assumptions; Training Information

(b) details of the Training Programme prepared pursuant to Schedule 5.5 ( Training ); Asset Information/Key IPRs/Software Support:

(c) details of:
(i) maintenance and upgrade histories of all classes of Primary Assets;

(ii) unless already provided to LUL, general arrangement drawings, maintenance and operator manuals, as built installation drawings including any modifications undertaken since the original installation; and

( iii ) software support, where relevant, in respect of:
(A) arrangement of licences necessary to operate, maintain or modify the Primary Assets or other Key System Assets after the hand over to a Successor Infraco;

(B) assistance in implementing software upgrades or version changes such that the full functionality of the Primary Assets or other Key System Assets is maintained after the hand over to a Successor Infraco; and

(C) ( for a period of twelve (12) weeks after the hand over to a Successor Infraco only ) development of any Asset or operating software reasonably necessary to maintain the service performance; Commercial Information: (d) to the extent relevant to the implementation of the handback:
(i) a statement of account on the contract payments reconciling any performance and usage adjustment, inflation adjustment, variations, invoices in dispute and credits due to LUL or to Infraco;

(ii) a statement or account of all contracts detailing duration, scope, terms and conditions, variations implemented and planned, claims or disputes unresolved, performance monitoring regime and history; and

( iii ) access to personnel, information and records in connection with any contemplated or pending litigation of any contract to be transferred to a Successor Infraco;
Tooling and Stock Information: (e) (i) description of stockholding by location of parts, raw materials and equipment held by the Infraco and required for execution of the Contract;

(ii) description of spares holding by location together with historic usage information, quality and inspection certifications and records; and

( iii ) test equipment listing including software tools together with location and calibration status;
Property Information: (f) (i) details of any repair or refurbishment planned, undertaken or in progress together with a forward plan based on an assumption of work required to be done going forward; and

(ii) statement of claims or disputed accounts from sub-contractors utilised in the discharge of property obligations.

Handback Programme

2.7 Infraco shall prepare detailed Handback Programmes appropriate to the scenarios listed in paragraph 2.2 of this Schedule and in accordance with the requirements of Schedule 5.1 ( Contract Management ) to the Contract.

2.8 For scenario 1 the Handback Programme shall: (a) cover the final twenty-four (24) months prior to the Expiry Date;

(b) cover the detailed development of the Handback Plan;

(c) list all the ongoing project type activities relating to operations; and

(d) list all the activities by type of Asset required to generate the information listed in paragraph 2.6 above.

2.9 For scenario 2 the Handback Programme shall be submitted within one (1) calendar month of the issue of a Mandatory Sale Notice or an LUL Default Notice ( as the case may be ) and shall cover the remaining period leading up to transfer to a Successor Infraco.

Part 3 - Review and Updating

3.1 Subject to paragraphs 3.2 and 3.3 below, Infraco shall review, update and re-issue the Handback Plan at least as often as on the following dates: (a) the 3^rd anniversary of the Transfer Date;

(b) the 8^th anniversary of the Transfer Date;

(c) the 13^th anniversary of the Transfer Date;

(d) the 18^th anniversary of the Transfer Date;

(e) the 23^rd anniversary of the Transfer Date; and

(f) the 26^th anniversary of the Transfer Date.

3.2 Infraco shall review, update and re-issue the Handback Plan as soon as reasonably possible following any change which requires a significant change to the detail of the Handback Plan.

3.3 Infraco shall undertake monthly reviews and updates of the Handback Plan in the final twelve (12) months prior to the Expiry Date or in such timescale as is available in the case of a Contract Sale.

Part 4 - Reports and Meetings

4 Infraco shall regularly report progress on handback as part of the planning process developed in accordance with Schedule 5.2 ( Planning ) to the Contract and matters affecting handback shall be discussed at such review meetings as are held between the parties as part of the process of managing the Contract, pursuant to Schedule 5.1 ( Contract Management ) to the Contract.

Part 5 - Key Submissions Dates

5.1 Infraco shall develop and submit to LUL a Handback Plan within one (1) year of the Transfer Date.

5.2 For scenario 1 Infraco shall review, revise and re-submit to LUL the Handback Plan and prepare and submit to LUL the Handback Programme at least twenty-five (25) months prior to the Expiry Date.

5.3 For scenario 2 Infraco shall review, revise and re-submit to LUL the Handback Plan and prepare and submit to LUL the Handback Programme at the earliest opportunity and within a reasonable period prior to transfer to a Successor Infraco.

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