PPP Contracts

SCHEDULE 5.7 - Non-ISC Invoicing

1. Overview This Schedule sets out the invoicing procedure in relation to amounts payable by LUL to Infraco, or by Infraco to LUL ( as the case may be ), in relation to Non-ISC Services.

2. Interpretation In this Schedule:

Ancillary Agreements Non-ISC Invoice has the meaning ascribed to it in paragraph 3.1(a) of this Schedule 5.7;

LUL Non-ISC Invoice has the meaning ascribed to it in paragraph 4.1 of this Schedule 5.7;

MEA Non-ISC Invoice has the meaning ascribed to it in paragraph 3.1(c) of this Schedule 5.7;

Non-ISC Challenge Notice means a notice in writing served upon Infraco or LUL specifying in reasonable detail the basis on which LUL or Infraco ( as the case may be ) disputes the content or calculations of a Statement of Costs;

Non-ISC Challenge Period means, in respect of any Statement of Costs submitted in respect of Non-ISC Services, the period of fourteen (14) days following the date of submission of such Statement of Costs;

Non-ISC Invoice Date means the twenty-second day of each Payment Period;

Non-ISC Invoices means the Ancillary Agreements Non-ISC Invoice, the Outside Party Arrangement Non-ISC Invoice, the MEA Non-ISC Invoice, the Other Infraco Non-ISC Invoice and the LUL Non-ISC Invoice and Non-ISC Invoice means any of them ( as the case may be );

Non-ISC Resolution Amount means the amount agreed or determined in respect of a disputed Statement of Costs;

Non-ISC Resolution Notice means a notice to be issued by a party to the other party stating the determination of a Non-ISC Resolution Amount;

Non-ISC Payment Date means the date upon which amounts specified in a Non-ISC Invoice are payable by LUL to Infraco in accordance with paragraph 3.9 of this Schedule 5.7 or by Infraco to LUL in accordance with paragraph 4.9 of this Schedule 5.7 ( as the case may be );

Other Infraco Non-ISC Invoice has the meaning ascribed to it in paragraph 3.1(d) of this Schedule 5.7;

Other Non-ISC Services means those Non-ISC Services which fall within paragraph (c) of the definition of Non-ISC Services in the MDA;

Outside Party Arrangement Non-ISC Invoice has the meaning ascribed to it in paragraph 3.1(b) of this Schedule 5.7; and

Statement of Costs means a statement of costs in respect of Non-ISC Services, performed during the period up to the last day of the Payment Period prior to that in which such Statement of Costs is submitted by Infraco to LUL, or by LUL to Infraco ( as the case may be ).

3. Non-ISC Invoices issued by Infraco

3.1 Infraco shall submit to LUL, in accordance with the terms of the agreement pursuant to which the relevant Non-ISC Services are performed and in accordance with paragraphs 3.2 and 3.3 below: (a) one invoice per Payment Period in respect of all Non-ISC Services performed or undertaken pursuant to the Ancillary Agreements listed in Appendix 2 to this Schedule ( Ancillary Agreements Non-ISC Invoice );

(b) one invoice per Payment Period in respect of all Non-ISC Services performed or undertaken pursuant to the Outside Party Arrangements ( Outside Party Arrangement Non-ISC Invoice );

(c) one invoice per Payment Period in respect of all Non-ISC Services performed or undertaken by Infraco pursuant to the Major Enhancement Agreements ( MEA Non-ISC Invoice ); and

(d) one invoice per Payment Period in respect of all Other Non-ISC Services performed or undertaken by Infraco ( Other Infraco Non-ISC Invoice ).

3.2 On the seventh day of each Payment Period, Infraco shall submit to LUL a separate Statement of Costs in respect of: (a) the Non-ISC Services performed in the previous Payment Period pursuant to each Ancillary Agreement;

(b) the Non-ISC Services performed in the previous Payment Period pursuant to each Outside Party Arrangement;

(c) the Non-ISC Services performed in the previous Payment Period in respect of each Major Enhancement; and

(d) the Other Non-ISC Services performed by Infraco in the previous Payment Period, n each case, for which Infraco is then entitled to request payment.

3.3 If LUL, acting reasonably, disputes any Statement of Costs submitted under paragraph 3.2, LUL may challenge such Statement of Costs during the Non-ISC Challenge Period by serving a Non-ISC Challenge Notice.

3.4 If a Non-ISC Challenge Notice has been delivered pursuant to paragraph 3.3 the parties shall use best endeavours to resolve the dispute in question within fourteen (14) days of receipt by Infraco of the Non-ISC Challenge Notice.

3.5 If the parties fail to resolve the dispute within the timescale set out in paragraph 3.4, either party may refer any dispute for determination in accordance with the dispute resolution procedure set out in the Dispute Resolution Agreement.

3.6 If any dispute arising from a Non-ISC Challenge Notice is not resolved to the satisfaction of the parties prior to the Non-ISC Invoice Date next following expiry of the Non-ISC Challenge Period, then without prejudice to paragraphs 3.4 and 3.5, the relevant Non-ISC Invoice submitted by Infraco on such Non-ISC Invoice Date shall be in respect of the relevant Statements of Costs which are not in dispute.

3.7 Following resolution of the dispute under paragraphs 3.4 and 3.5, Infraco shall issue a Non-ISC Resolution Notice stating the determination of the Non-ISC Resolution Amount which amount ( together with an amount equal to interest at the Applicable Rate from the Non-ISC Payment Date otherwise applicable to such Non-ISC Resolution Amount had it not been disputed to the Non-ISC Payment Date on which it is paid ) shall be added to the amount appearing on the relevant Non-ISC Invoice submitted on the Non-ISC Invoice Date next following the issuance of the Non-ISC Resolution Notice.

3.8 On each Non-ISC Invoice Date, Infraco shall submit to LUL each relevant Non-ISC Invoice in relation to the Payment Period during which the Non-ISC Invoice is submitted for an amount equal to: (a) the amounts set out in those Statements of Costs which have not been disputed by LUL; plus

(b) any Non-ISC Resolution Amount set out in any Non-ISC Resolution Notice issued by Infraco subsequent to the previous Non-ISC Invoice Date, together with any applicable interest.

3.9 LUL shall pay all amounts shown on each Ancillary Agreement Non-ISC Invoice, each MEA Non-ISC Invoice, each Outside Party Arrangement Non-ISC Invoice and each Other Infraco Non-ISC Invoice within fourteen (14) days of receipt of the relevant Non-ISC Invoice.

4. Non-ISC Invoices issued by LUL

4.1 LUL shall submit to Infraco, in accordance with the terms of the LUL Services Agreement pursuant to which the relevant Non-ISC Services are performed and in accordance with paragraphs 4.2 and 4.3 below, one invoice ( LUL Non-ISC Invoice ) per Payment Period in respect of all Non-ISC Services performed or undertaken pursuant to the LUL Services Agreements.

4.2 On the seventh day of each Payment Period, LUL shall submit to Infraco a separate Statement of Costs in respect of the services and works performed or undertaken under each LUL Services Agreement in the previous Payment Period for which LUL is then entitled to request payment.

4.3 If Infraco, acting reasonably, disputes any Statement of Costs submitted under paragraph 4.2, Infraco may challenge such Statement of Costs during the Non-ISC Challenge Period by serving a Non-ISC Challenge Notice.

4.4 If a Non-ISC Challenge Notice has been delivered pursuant to paragraph 4.3 the parties shall use best endeavours to resolve the dispute in question within fourteen (14) days of receipt by Infraco of the Non-ISC Challenge Notice.

4.5 If the parties fail to resolve the dispute within the timescale set out in paragraph 4.4, either party may refer any dispute for determination in accordance with the dispute resolution procedure set out in the Dispute Resolution Agreement.

4.6 If any dispute arising from a Non-ISC Challenge Notice is not resolved to the satisfaction of the parties prior to the Non-ISC Invoice Date next following the expiry of the Non-ISC Challenge Period, then without prejudice to paragraphs 4.4 and 4.5, the LUL Non-ISC Invoice submitted by LUL on such Non-ISC Invoice Date shall be for the amounts in respect of the relevant Statements of Costs which are not in dispute.

4.7 Following resolution of the dispute under paragraphs 4.4 and 4.5, LUL shall issue a Non-ISC Resolution Notice stating the determination of the Non-ISC Resolution Amount which amount ( together with an amount equal to interest at the Applicable Rate from the Non-ISC Payment Date otherwise applicable to such Non-ISC Resolution Amount had it not been disputed to the Non-ISC Payment Date on which it is paid ) shall be added to the amount appearing on the LUL Non-ISC Invoice submitted on the Non-ISC Invoice Date next following the issuance of the Non-ISC Resolution Notice.

4.8 On each Non-ISC Invoice Date, LUL shall submit to Infraco an LUL Non-ISC Invoice in relation to the Payment Period during which the LUL Non-ISC Invoice is submitted for an amount equal to: (a) the amount set out in those Statement of Costs which have not been disputed by Infraco; plus

(b) any Non-ISC Resolution Amount set out in any Non-ISC Resolution Notice issued by LUL subsequent to the previous Non-ISC Invoice Date, together with any applicable interest.

4.9 Infraco shall pay the LUL Non-ISC Invoice within fourteen (14) days of receipt of an LUL Non-ISC Invoice.

5. General

5.1 For the purposes of this Schedule 5.7, if a day or a date for payment falls other than on a Business Day, such day or date shall be deemed to fall on the next Business Day.

5.2 The provisions in clauses 18.16 ( Overpaid and Wrongfully Paid Amounts ) of the Contract shall apply to Non-ISC Invoices.

5.3 If an amount shown on a Non-ISC Invoice is not paid on or before the corresponding Non-ISC Payment Date, interest will accrue on that amount at the Applicable Rate for the period from the relevant Non ISC Payment Date to the date on which such amount is actually paid by LUL or Infraco ( as the case may be ) save to the extent late payment arises from any failure by the party seeking to be paid to comply with its obligations under this Schedule 5.7.

5.4 All Ancillary Agreements Non-ISC Invoices, MEA Non-ISC Invoices, Outside Party Arrangement Non-ISC Invoices, Other Infraco Non-ISC Invoices and Statements of Costs submitted by Infraco shall be electronic and in the format reasonably required by LUL from time to time.

5.5 All LUL Non-ISC Invoices and Statements of Cost submitted by LUL shall be electronic and in the format reasonably required by Infraco from time to time.

APPENDIX 1
Centralised Services Agreements

(1) Information Services Support Agreement

(2) Occupational Health Services Agreement

(3) Neasden Depot Train Movement Agreement

(4) Accounting Services Agreement

(5) Payrolls Agreement

(6) Corporate Services Agreement

(7) Engineering Information Services Business Support Agreement

(7) Facilities Management Services Agreement in relation to Office Accommodation Properties

APPENDIX 2
Ancillary Agreements (1) Framework Agreement

(2) TransPlant Agreement

(3) ERU Agreement

(4) Signalling Training Agreement

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