Transport for London RAIL London Rail East London Line Project Rolling Stock - Manufacture and Supply Agreement (MSA) ELM-COM-109-45-06-0001 Issue 01 September 2006 Confidential This document is the property of Transport for London. It shall not be reproduced in whole or in part, nor disclosed to a third party, without the written permission of the Project Director, East London Line Project. © Copyright Transport for London 2006. Confidential Client Transport for London Project East London Line Project Report no. ELM-COM-109-45-06-0001 Issue 01 Title Rolling Stock - Manufacture and Supply Agreement (MSA) Issue record Issue Date Author Approved Description Issued as the record of the 01 06.09.2006 Manufacture and Supply Agreement at signature. Note: this report is uncontrolled when printed. Summary This report records the Rolling Stock Manufacture and Supply Agreement (MSA) as signed by Transport Trading Limited, Bombardier Transportation UK Limited, and London Underground Limited on 30 August 2006. TfL – East London Line Project Page 2 Rolling Stock - Manufacture and Supply Agreement (MSA) ELM-COM-109-45-06-0001 Issue 01 September 2006 Confidential Contents 1 Introduction 4 2 Content of the Agreement 5 TfL – East London Line Project Page 3 Rolling Stock - Manufacture and Supply Agreement (MSA) ELM-COM-109-45-06-0001 Issue 01 September 2006 Confidential Rolling Stock - Manufacture and Supply Agreement (MSA) 1 Introduction This report records the Rolling Stock Manufacture and Supply Agreement (MSA) as signed by Transport Trading Limited, Bombardier Transportation UK Limited, and London Underground Limited on 30 August 2006. Schedule 1 to the MSA (Rolling Stock Requirements – Technical) is held separately in Livelink as document ELM-COM-109-32-05-0002. Issue 05 of that document corresponds in content to Schedule 1 within this document. The Train Services Agreement (TSA) between Transport Trading Limited and Bombardier Transportation UK Limited is recorded in document ELM-COM-109-45-06-0002. The documents produced by the parties as Conditions Precedent to both the MSA and TSA are recorded in document ELM-COM-109-45-06-0003. It is not intended that this report will be updated following issue. TfL – East London Line Project Page 4 Rolling Stock - Manufacture and Supply Agreement (MSA) ELM-COM-109-45-06-0001 Issue 01 September 2006 Confidential 2 Content of the Agreement The content of the MSA (and this document) are on the following page. The Schedules to the MSA then follow. Each Schedule is bookmarked within the .pdf file. TfL – East London Line Project Page 5 Rolling Stock - Manufacture and Supply Agreement (MSA) ELM-COM-109-45-06-0001 Issue 01 September 2006 MSA Final Document Numbers Document Description or Schedule Number Main Body 1 Rolling Stock Requirements - Technical 2 Technical Description Annex 3 Rolling Stock Requirements - Assurance Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F Part A Appendix F Part B Appendix G Appendix H (Vehicle Design Area Breakdown Structure) Appendix I Appendix J (Example Unit Log Book) 4 Project Programme 5 Delivery Schedule 6 Training Services 7 Manuals Appendix A 8 Spares & Special Tools 9 Options 10 NXG Facility Annexes Annex 2 10/5246274_1 1 Document Description or Schedule Number 11 Pricing, Payment & Security 12 Contract Management 13 Variation Procedure 14 Equality and Inclusion Requirements Appendix A Appendix B Appendix C 15 Insurance 16 Plans A B C D Appendix 1 Appendix 2 Appendix 3 Appendix 4 Appendix 5 Appendix 6 i Appendix 6 ii Appendix 6 iii Appendix 7 i Appendix 7 i Appendix 7 iii E 17 Dispute Resolution Procedure Pt A Fast Track DRP Schedule 10/5246274_1 2 Document Description or Schedule Number 18 Agreed Form Documents A Form of Compliance B Form of Commencement C Form of Escrow Agreement D Form of Parent Company Guarantee E Form of Bonding Guarantee F Form of Delivery Note G Form of Request for Approval H Form of Provisional Acceptance I Form of Final Acceptance J Loss of Qualifying Status Notice K Form of Qualified Provisional Acceptance 19 Permitted Design Change 20 Approved Contractors 21 Routes 10/5246274_1 3 Transport for London RAIL London Rail East London Line Project Manufacturing and Supply Agreement for New Electric Multiple Unit Trains Schedule 1 - Rolling Stock Requirements Technical This document is the property of Transport for London. It shall not be reproduced in whole or in part, nor disclosed to a third party, without the written permission of the Project Director, East London Line Project. © Copyright Transport for London 2005. 1 Schedule 2 – Technical Description Schedule 2 Technical Description East London Line Project Page 1 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 2 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 3 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 4 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 5 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 6 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 7 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description East London Line Project Page 8 of 222 Confidential and Proprietary Manufacture and Supply Agreement Schedule 2 – Technical Description Transport for London RAIL London Rail East London Line Project Rolling Stock Manufacture and Supply Agreement Schedule 3 – Rolling Stock Requirements - Assurance 10/4976524_10 1 Contents 1 Systems Engineering 4 1.1 Engineering Life-Cycle 4 1.2 Rolling Stock Assurance Plan 5 1.3 Assurance Acceptance Process 6 2 Assurance Processes 11 2.1 Configuration Management 11 2.2 Technical Change Control 11 2.3 DRACAS 11 2.4 Standards Management 11 2.5 Requirements Management 13 2.6 Assurance Audit Requirements 13 3 The Rolling Stock Technical Case 14 3.1 Rolling Stock Technical Case 14 3.2 Technical Case Plan 15 3.3 Technical Case Management 15 3.4 Validation and Verification of Technical Cases 15 3.5 Review of Technical Cases 15 3.6 Provision of Evidence 16 4 Management Systems 17 4.1 General 17 4.2 General Requirements 17 4.3 SQE Policy 18 4.4 SQE Planning 18 4.5 Implementation and Operation 18 4.6 Checking and Corrective Action 19 5 Safety Management 21 5.1 General 21 5.2 General Requirements 21 5.3 Safety Planning 21 5.4 Implementation and Operation 22 5.5 Checking and Corrective Action 23 5.6 Other Safety Issues 24 6 Quality Management 26 10/4976524_10 2 6.1 General 26 6.2 Quality Management Systems 26 6.3 Improvement Management 26 6.4 Quality Records 26 6.5 Independence in Rolling Stock Quality Evaluations 27 7 Environmental Management Assurance 28 7.1 General 28 7.2 Environmental Management 28 Appendix A SQE Policy 29 Appendix B Design Phase 31 Appendix C Manufacture 37 Appendix D Testing 41 Appendix E Information – Goal Structured Notation 60 Appendix F Drugs and Alcohol Policy 63 Appendix G ELLP Hazard Management Procedure 66 Appendix H Vehicle Design Area Breakdown Structure 68 Appendix I ELLP Safety Assessment Procedure 70 Appendix J Example Unit Log Book 72 10/4976524_10 3 1 Systems Engineering 1.1 Engineering Life-Cycle 1.1.1 The Manufacturer shall, at all times in performing its obligations under this Agreement, implement and manage a process of progressive assurance as described in this Schedule 3 ("Progressive Assurance"). 1.1.2 During the period commencing on the Commencement Date and ending on the date of Final Acceptance of the last Unit the Manufacturer shall implement Systems Engineering techniques to control and reduce the risks associated with the interaction between the Units, the North London Railway and the East London Railway and their effective integration. The Manufacturer 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 by the Purchaser. 1.1.3 During the period commencing on the Commencement Date and ending on the date of Final Acceptance of the last Unit the Manufacturer shall implement a ’V’ lifecycle model in accordance with BS EN 50126: 1999, “Railway Applications – The specification and demonstration of Reliability, Availability and Maintainability and Safety”, in performing its obligations under this Agreement. 1.1.4 In complying with paragraph 1.1.3 the Manufacturer shall conduct reviews ("Stage Gate Reviews") at the end of each of the stages it has identified in its lifecycle 'V' model ("Stage") in respect of the design, manufacture, testing, commissioning and supply of the Units so as to ensure that Progressive Assurance is being conducted effectively and to enable co-ordination with the Purchaser's management of the project ("ELL Project") to upgrade the infrastructure of the East London Line and enhance the level of passenger services operating on it. As a minimum the Manufacturer shall conduct a Stage Gate Review at the end of each of the following Stages: (A) Preliminary Design (as described in Appendix B); (B) Detailed Design (as described in Appendix B); (C) manufacture (as described in Appendix C); (D) testing of the first Unit on the NR Infrastructure (as described in Appendix D); (E) successful completion of the tests described in Stage 2 Core ELL Test Plan (as described in Appendix D); (F) Acceptance of the first NLR Unit (as described in Appendix D); (G) Acceptance of the first ELR Unit (as described in Appendix D); 1.1.5 The Manufacturer shall obtain Assurance Acceptance from the Purchaser prior to commencing a Stage, unless the Manufacturer (acting reasonably) considers that obtaining Assurance Acceptance from the Purchaser is not appropriate for the commencement of that Stage.