Nsw Health Medical Retrieval - Helicopter Services in the Southern Region for the Ambulance Service of Nsw

Home , Canberra Hospital, Snowy Hydro SouthCare

Toll - Southern Region - DOV No 3 - Attachment 1 Redacted Contract - Execution Version (ACW:LW)

CONTRACT NO HAC 13/63

BETWEEN THE HEALTH ADMINISTRATION CORPORATION AND TOLL HELICOPTERS (NSW) PTY LTD

FOR

NSW HEALTH MEDICAL RETRIEVAL - HELICOPTER SERVICES IN THE SOUTHERN REGION FOR THE AMBULANCE SERVICE OF NSW

Clayton Utz Lawyers Level 10, 2 Phillip Law Street, Canberra ACT 2600 Australia GPO Box 9806 Canberra ACT 2601 T +61 2 6279 4008 F +61 2 6279 4099 (ACW:LW:KK)

www.claytonutz.com

Our reference 130/13647/80149353

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CONTENTS

1. Definitions and Interpretation ...... 4

2. Term ...... 23

3. Security ...... 25

4. Readiness for Handover ...... 26

4A Bankstown Base ...... 29

4B Aircraft Replacement ...... 29

5. Scope of Contract ...... 30

6. Operator's Personnel ...... 31

7. Skill and Experience ...... 35

8. Training ...... 35

9. Maintenance ...... 38

10. Records and Reporting Requirements ...... 42

11. Information and Access ...... 44

12. Inspection, rectification and audit procedure ...... 44

13. Project Plans ...... 45

14. Representatives ...... 48

15. Industrial Relations ...... 48

16. Intellectual Property ...... 49

17. Law and Approvals ...... 50

18. Change in Law...... 55

19. Payment ...... 56

20. Taxation ...... 59

21. Variations ...... 61

22. Annual Contract Review ...... 67

23. Viability review ...... 67

24. Indemnity ...... 68

25. Insurance ...... 68

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26. Exclusion of Consequential Loss ...... 75

27. Not Used ...... 76

28. Warranties ...... 76

29. Financial reporting and information ...... 77

30. Subcontracting...... 77

31. Key Contracts...... 79

32. Restrictions ...... 80

33. Non-Disclosure of Confidential Information ...... 84

34. Privacy of Personal Information...... 85

35. Conflict of Interest ...... 87

36. Child Protection ...... 87

37. Force Majeure...... 87

38. Step-In ...... 89

39. Default ...... 92

40. Termination ...... 97

41. Termination for Convenience ...... 99

42. Transition Out ...... 100

43. Notice of Claims ...... 104

44. Notices ...... 107

45. Dispute Resolution ...... 108

46. Proportionate Liability ...... 110

47. PPSA ...... 111

48. General ...... 112

49. Disclaimer ...... 116

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DATE: 16 December 2014

BETWEEN:

The Secretary of the NSW Ministry of Health CONSTITUTED AS THE Health Administration Corporation under section 9 of the Health Administration Act 1982 (NSW), (hereinafter referred to as NSW Ambulance) located at State Headquarters, Balmain Road, Rozelle NSW 2039, and using the postal address of Locked Bag 105, Rozelle NSW AUSTRALIA 2039.

AND

Toll Helicopters (NSW) Pty Ltd ABN 88 123 180 441 of Level 7, 380 St Kilda Road, Melbourne, Victoria 3004 (the Operator)

WHEREAS:

A. The Secretary of the NSW Ministry of Health, pursuant to section 67B of the Health Services Act, has the State responsibility for the provision of ambulance services including pre-hospital and inter-hospital medical retrieval transport services, and for provision of rescue services using rotary wing (helicopter) aircraft. The Secretary of the NSW Ministry of Health is constituted as the Health Administration Corporation under section 9 of the Health Administration Act for the purposes of carrying out its functions.

B. The Operator is in the business of providing and has agreed to provide NSW Ambulance with helicopter services on the terms and conditions of this Contract.

NOW THIS DEED WITNESSES:

1. Definitions and Interpretation

1.1 Definitions

In this Contract including the Recitals and Schedules, unless the context otherwise requires:-

Abatement means a reduction in the Monthly Payment for a Reporting Period where the KPIs are not met in that Reporting Period. The Abatement amount is calculated in section 1.8 of Schedule 4.

ACC means Aeromedical Control Centre or in Schedule 4 means Aircraft Capital Charge.

ACT Ambulance means the company, ACT & South East NSW Aero-Medical Service Limited, incorporated for the purposes of providing an aero-medical service in South East NSW and in the Australian Capital Territory.

Act of Prevention means:

(a) a breach of this Contract by NSW Ambulance;

(b) an act or omission by NSW Ambulance or its Associates and not being an act or omission:

(i) expressly permitted or allowed by this Contract including any direction given by NSW Ambulance or the NSW

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Ambulance Representative (other than a matter referred to in paragraph (c)); or

(ii) which is within a timeframe expressly permitted, or allowed by this Contract (other than a matter referred to in paragraph (c)); or

(iii) to the extent the act or omission is caused or contributed to by a breach by the Operator of this Contract or any negligent, or unlawful, act or omission of the Operator, or its Associates; or

(iv) being the exercise by NSW Ambulance of any of its functions or powers pursuant to any Law; and

ACE Training Centre means the Aeromedical Crewing Excellence Training Centre located at the Bankstown base as referred to in Item 16 of Schedule 1.

Air Operator's Certificate means an air operator's certificate issued by CASA under s27 of the Civil Aviation Act 1988 (Cth) authorising the holder of the certificate to fly or operate an aircraft in Australian territory.

Aircraft means the helicopters used or to be used in the performance of the Services being, as at the Execution Date, the Aircraft listed in Item 7 of Schedule 1.

Aircrewman means a member of the Operator's Aviation Crew to be engaged in or in connection with the performance of the Services who is qualified in all aspects of helicopter crewing (with the exception of piloting) including marshalling, rigging, hoisting, down-the-wire and night sun operations.

AMSA means the Australian Maritime Safety Authority.

Applicable Cure Period has the meaning given in clause 39.3(c)(i) (as such period is extended under clause 39.3(g)).

Approval means any certificates, registrations, consents, permits, approvals, accreditation, certifications, licences, authorisations, determinations and requirements of organisations having jurisdiction in connection with the performance of the Services.

Approved Cure Plan has the meaning given in clause 39.3(c).

Approved Prevention Plan has the meaning given in clause 39.4(c).

Area of Operations means the areas nominated in Item 8 of Schedule 1.

Asbestos Containing has the meaning given in subregulation 5(1) of the WHS Material Regulations.

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Assets means the Aircraft, the Equipment, the Spare Parts and any other fixed or moveable assets (including any simulators) used by the Operator for the purpose of performing the Services.

Associate means, in relation to a person, any Related Body Corporate of that person and any officer, employee, agent, contractor, subcontractor, consultant, nominee, licensee or advisor of that person or that Related Body Corporate and:

(a) in the case of the Operator, does not include NSW Ambulance or NSW Ambulance's other Associates; and

(b) in the case of NSW Ambulance includes the NSW Ministry of Health but does not include the Operator or the Operator's other Associates.

Aviation Authority means Airservices Australia, CASA or other regulatory body that has authority over aircraft in Australian territory.

Aviation Crew means the Pilots and Aircrewmen.

Base means the bases of operations listed in Item 4 of Schedule 1 or such other operational base as may subsequently be agreed by NSW Ambulance and the Operator as suitable for the provision of the Services from time to time (in NSW Ambulance's absolute discretion).

Business Day means any day other than a Saturday, Sunday or public holiday in Sydney, or 27, 28, 29, 30 or 31 December.

CASA means the Civil Aviation Safety Authority of Australia.

Certificate of Readiness for means the certificate described in clause 4.4. Handover

Change in Control in relation to an entity, means the entity coming under the Control of a person who did not Control the entity on the later of:

(a) the Execution Date; or

(b) the last date on which NSW Ambulance gave its consent under clause 32.5 to a Change in Control (if applicable).

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Claim includes any claim, action, demand or proceeding including for an increase in the Monthly Payment, for payment of money (including damages), for relief from or suspension of obligations or for an extension of time:

(a) under, arising out of, or in any way in connection with, this Contract;

(b) arising out of or, or in any way in connection with, any task, fact, matter, thing or relationship connected with the Services or either party's conduct prior to the Execution Date; or

(i) under or for breach of any statute;

(ii) in tort for negligence or otherwise, including negligent misrepresentation; or

(iii) for restitution, including restitution based on unjust enrichment.

Clinical Crew means the medically qualified NSW Ambulance Personnel who assist in the carrying out of the Services.

Company means the ACT & South East NSW Aero-Medical Service Limited, incorporated for the purposes of providing an aeromedical service in South East NSW and in the Australian Capital Territory.

Concept of Operations means the document set out at Appendix D to Schedule 2.

Confidential Information means NSW Ambulance Confidential Information or Operator Confidential Information.

Contract means this deed (including the schedules to this deed).

Contract Material means all Material developed, created, written or otherwise brought into existence by the Operator, its Associates or the Operator's Personnel in connection with the Services,

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including all:

(a) Project Plans;

(b) tax invoices and reports (whether in draft or final form) developed in connection with this Contract, including performance reports;

(d) recordings from cameras located in or on the Aircraft;

but excluding the Operator's Material.

Control means:

(a) in relation to a corporation:

(i) the ability to control, directly or indirectly, the composition of the board of the corporation;

(ii) the ability to exercise or control the exercise of the rights to vote in relation to more than 50% of the voting shares or other form of voting equity in the corporation;

(iii) the ability to dispose or exercise control over the disposal of more than 50% of the shares or other form of equity in the corporation; or

(iv) the capacity to determine, directly or indirectly, the outcome of decisions about the financial and operating policies of the corporation within the meaning of section 50AA of the Corporations Act;

(b) in relation to a trust estate:

(i) the ability to appoint or remove any trustee of the trust estate;

(ii) the ability to control, whether directly or indirectly, the decision-making of the trustee of the trust estate or the manner in which the trustee of the trust estate deals with the income or the capital of the trust estate at any time;

(iii) the ability to nominate or alter the beneficiaries or unit holders of the trust estate at any time;

(iv) where the trust is a unit trust, the ability to exercise or control the exercise of the right to vote in relation to more than 50%

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of the units in the unit trust estate; or

(v) where the trust is a unit trust, the ability to dispose or exercise control over the disposal of more than 50% of the units in the unit trust estate;

(c) in relation to an association or a partnership, firm or other body, the ability, whether directly or indirectly, generally to determine how the affairs of that association, partnership, firm or other body are to be conducted and managed and the ability to make decisions in relation to those affairs; and

(d) in relation to an individual, the ability to control or exercise influence over the decision-making of that individual (that ability being deemed to exist where the relationship between the individual and the person alleged to have control over the individual is that of spouse, parent and child or child and parent).

CRM means Crew Resource Management.

Date of Actual Handover means the date stated in a Certificate of Readiness for a Handover.

Default Notice has the meaning given in clause 39.2.

DOV3 Date means 31 August 2019.

Draft Cure Plan has the meaning given in clause 39.3(a)(iv).

Draft Prevention Plan has the meaning given in clause 39.4(a).

Equipment means the equipment fitted to or contained in the Aircraft.

Event of Default means any event specified in clause 39.1.

Execution Date means the date when both parties have signed this Contract and from which the Operator must commence preparing to achieve Readiness for Handover.

Executive Negotiators means the persons specified in Item 17 of Schedule 1 for each party.

Final Frequent Breaches means a notice issued under clause 39.6(c) which complies Notice with the requirements of clause 39.6(d).

Final Persistent Breach means a notice issued under clause 39.5(c) which complies Notice with the requirements of clause 39.5(d).

Financial Year means the period from 1 July of a given year to 30 June of the following year.

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Flying Hours means the period from brakes off to brakes on and to be calculated to the nearest one tenth of one hour.

Force Majeure means any event beyond the reasonable control of either party (which to avoid doubt includes an event that impacts on a subcontractor or supplier of the Operator and which is critical to Service delivery) including act of God, storm, lightning, tempest, bush fire, flood, landslide, earthquake, riot, revolution, rebellion, explosion, civil strife, war (declared or undeclared), military actions, armed conflict, acts of terrorism, insurrection, floating or stationary mines or torpedoes, acts of any military agency acting under actual or assumed authority, acute and unusual material shortages, expropriation, confiscation, embargo or trade restriction, nationalisation, seizure or wilful destruction by any Government, acts of any Aviation Authority, or strike, lockout, labour dispute or other industrial action not caused by the affected party, provided that the act or omission of a party to this Contract including an event referred to above caused by the act or omission of a party to this Contract will not constitute a Force Majeure event.

Frequent Breaches has the meaning given in clause 39.6(a).

Frequent Breaches Notice means a notice issued under clause 39.6(a) which must comply with clause 39.6(b).

Good Industry Practice means that degree of skill, care, prudence, foresight and practice which would reasonably be expected of a skilled and experienced person, engaged in the same or a similar type of undertaking as that of the Operator or its Associates, as the case may be, under the same or similar circumstances as the performance of the Services.

Gross Negligence means an act or omission done with reckless disregard, whether consciously or not, for the consequences of the act or omission.

GST includes amounts defined as "GST" under the GST Law and:

(a) amounts payable on account of a notional liability under Division 177 of the GST Act; and

(b) "GST equivalents" payments under the Intergovernmental Agreement Implementation (GST) Act 2000 (NSW) (or similar payments under corresponding legislation of any other State or Territory).

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Law has the same meaning as in the GST Act.

Guarantor means the person named in Item 11 of Schedule 1.

HAI means the Helicopter Association International.

Handover means the Operator's handover of the Bases progressively for the staged commencement of Services from each Base in accordance with the relevant Handover Date and the 10

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Implementation Plan.

Handover Date means the date specified in Item 1 of Schedule 1 (as adjusted under this Contract) for each Handover.

Health Administration Act means the Health Administration Act 1982 (NSW).

Health Services Act means the Health Services Act 1997 (NSW).

HLS means helicopter landing sites.

IFR means instrument flight rules.

Implementation Plan means the Project Plan described in clause 4.2.

Industrial Action means a strike, lockout, ban, limitation of work, labour disturbance or any lawful or unlawful industrial dispute whatsoever.

Initial Term means the period identified as such in Item 9 of Schedule 1.

Insolvency Event means, in relation to a person, the occurrence of any of the following events:

(a) an application is made (other than for a frivolous or vexatious reason) for the winding up or deregistration of a person and, where an application has been made for the dismissal or withdrawal of the application for winding up within 10 Business Days, and the application is not dismissed or withdrawn within 30 Business Days;

(b) an order is made for the winding up of a person, except for the purpose of a reconstruction, amalgamation, merger or consolidation on terms approved by NSW Ambulance before that order is made where the reconstruction, amalgamation, merger or consolidation is implemented in accordance with the terms of the approval;

(c) a person passes a resolution for its winding up or deregistration, except for the purpose of a reconstruction, amalgamation, merger or consolidation on terms approved by NSW Ambulance before that resolution is passed where the reconstruction, amalgamation, merger or consolidation is implemented in accordance with the terms of that approval;

(d) a receiver, receiver and manager, liquidator, provisional liquidator, compulsory manager trustee for creditors or in bankruptcy or analogous person is appointed to take possession of, or the holder of a Security Interest takes (or appoints an agent to take) possession of, any property of a person or otherwise enforces its Security Interest;

(e) a person or any other person appoints an administrator to the person, or takes any step to do

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so;

(f) a person:

(i) suspends payment of its debts (other than as the result of a failure to pay a debt or claim which is the subject of a good faith dispute);

(ii) ceases or threatens to cease to carry on all or a material part of its business;

(iii) is or states that it is unable to pay its debts; or

(iv) is deemed insolvent by virtue of its failure to comply with a statutory demand; or

(g) a person enters into a readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors, without the prior consent of NSW Ambulance, except for the purposes of a solvent reconstruction or amalgamation permitted by this Contract; or

(h) any act is done or event occurs which has an analogous or similar effect to any of the events in paragraphs (a) to (g).

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including rights of any kind in:

(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents, innovation patents or designs, including developments or improvements of equipment, technology, processes, methods or techniques;

(b) literary works, dramatic works, musical works, artistic works, cinematograph films, television broadcasts, sound broadcasts, published editions of works and any other subject matter in which copyright (including future copyright and rights in the nature of or analogous to copyright) may, or may upon creation of the subject matter, subsist anywhere in the world;

(c) registered and unregistered trademarks and service marks, including goodwill in the business concerned in the relevant goods and/or services;

(d) trade, business or company names;

(e) internet domain names; and

(f) proprietary rights under the Circuit Layouts Act 12

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1989 (Cth),

whether created or in existence before or after the Execution Date and includes any thing, whether tangible or intangible, which incorporates, embodies or is based on any of the things referred to in paragraphs (a) to (f) inclusive of this definition.

KPIs means the key performance indicators specified in Schedule 6.

Law means:

(a) Commonwealth, New South Wales or local government legislation including regulations, by- laws and other subordinate legislation; and

Liability includes any liability of any kind whether for debt, cost (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation or charge and whether:

(a) liquidated or not;

(b) arising from or in connection with any obligation

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(whether as a principal obligation, a surety or an indemnity);

(c) legal or equitable, and whether arising under or for breach of contract, in tort (including negligence), restitution or at Law;

(d) present, prospective or contingent; or

(e) owed, incurred or imposed by or to or on account of or for the account of any person alone or severally or jointly with another or others.

Licensed Aircraft means the licensed aircraft maintenance engineers engaged Maintenance Engineers by the Operator in connection with the Services.

Loss means:

(a) any cost, expense, fee, loss, damage, Liability or other amount (including any legal expenses on a solicitor and own client basis); and

(b) without being limited by paragraph (a) and only to the extent not prohibited by Law, any fine or penalty,

whether direct, indirect, consequential, present, future, fixed, unascertained, actual or contingent

Maintenance Management means the Plan required to be prepared by the Operator under Plan clause 9.5(a).

Maintenance Work means any maintenance of the Assets required to be carried out as part of the Services (including all actions required to retain the Asset in, or restore it to, a specified condition or to restore it to serviceability).

Material means Assets, documents and information and includes reports, plans, charts, drawings and data stored by any means.

Monthly Payment means, in respect of a month, the payment for that month (if any) payable by NSW Ambulance to the Operator, calculated in accordance with Schedule 4, as adjusted in accordance with this Contract.

NETS means the Newborn and Paediatric Emergency Transport Service.

Nominated Subcontractors means the persons listed in Item 12 of Schedule 1.

Non-Profit Organisation means an organisation that is not operating for the profit or gain (either direct or indirect) of its individual members either

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while the organisation is operating or when it winds up.

Northern Region means the region governed by the contract for helicopter services to the northern region of NSW, including the Newcastle, Tamworth and Lismore bases

Notifiable Incident has the meaning given in sections 35 to 37 of the WHS Act.

NSW Ambulance means the Secretary of the NSW Ministry of Health responsible for performing the ambulance services functions set out in section 67B of the Health Services Act. In this Contract a reference to "NSW Ambulance" shall be taken to be a reference to the Secretary constituted as the Health Administration Corporation under section 9 of the Health Administration Act for the purposes of exercising functions conferred or imposed on the Secretary by the Health Administration Act and any other legislation, including the Health Services Act.

NSW Ambulance means the kind of information that: Confidential Information (a) is or relates to the Project Agreements, including any information or discussions relating to the Project Agreements or any documents, submissions, consultations, policies, strategies, practices and procedures of NSW Ambulance or its Associates which are by their nature confidential; or

(b) is notified (whether in writing or not) by NSW Ambulance to the Operator as being confidential;

but does not include information which:

(d) has been independently developed or acquired by the Operator; or

(e) has been notified in writing by NSW Ambulance to the Operator as being not confidential.

NSW Ambulance Personnel means all persons whether officers, employees, contractors or agents of NSW Ambulance or its Associates engaged in connection with the performance of the Services (including any Clinical Crew).

NSW Ambulance means the person nominated by NSW Ambulance whose Representative details are provided in Item 5 of Schedule 1, or any other person nominated by NSW Ambulance from time to time, to whom the Operator shall direct inquiries and who shall give the Operator instructions in all matters relating to the administration of this Contract, as described in clause 14.

NVG means Night Vision Goggles.

NVIS means Night Vision Imaging System.

Operational Aircraft means those Aircraft available to respond to missions when

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tasked, but does not include back-up Aircraft.

Operator means Toll Helicopters (NSW) Pty Ltd ABN 88 123 180 441.

Operator Confidential means information that: Information (a) is by its nature confidential including in relation to the Operator's or its Associate's customers, business plans and strategies, finances and operations; and

(b) is designated by the Operator as being confidential; and

but does not include information which:

(d) is or becomes public knowledge other than by breach of a Project Agreement;

(e) has been independently developed or acquired by NSW Ambulance; or

(f) has been notified in writing by the Operator to NSW Ambulance as being not confidential.

Operator's Material means all material created, written or otherwise brought into existence by the Operator or its Associates:

(a) prior to the Execution Date; or

(b) if created after the Execution Date, which is not required for the purpose of, or in connection with, the performance of the Services; and

Operator's Personnel means all persons whether officers, employees, agents or contractors of the Operator or its Associates engaged in or in connection with the performance of the Services.

Operator's Representative means the person set out in Item 6 of Schedule 1 or any other person nominated in writing by the Operator from time to time.

PBH Agreement means an agreement (if any) between the Operator or its nominee and a provider of a power-by-the-hour parts, accessory or engine replacement service in relation to the Aircraft.

Persistent Breach has the meaning given in clause 39.5(a).

Persistent Breach Notice means a notice issued under clause 39.5(a) which complies with the requirements of clause 39.5(b).

Pilots means the helicopter pilots engaged by the Operator in or in connection with the performance of the Services.

PPSA means the Personal Property Securities Act 2009 (Cth).

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Problematic Substance means:

(a) any substance identified as having ozone depleting potential, or any gas identified as a Synthetic Greenhouse Gas, in the Ozone Protection and Synthetic Greenhouse Gas Management Act 1989 (Cth) or any regulations made under that Act; and

(b) any hazardous chemicals as defined in subregulation 5(1) of the WHS Act.

Project Agreements means:

(a) this Contract;

(b)

(c)

(d)

Project Plans means:

(a) the Implementation Plan required under clause 4.2 and as contained in Appendix A to Schedule 11;

(b) the Training Management Plan required under clause 8.2(c) and as contained in Appendix B to Schedule 11;

(d) the Maintenance Management Plan required under clause 9.5(a) and as contained in Appendix D to Schedule 11;

(e) the Transition Out Plan required under clause 42.4;

(f) the Stakeholder Management Plan required under clause 13 and as contained in Appendix E to Schedule 11;

(g) the Service Delivery Plan required under clause 13 and as contained in Appendix F to Schedule 11;

(h) the Risk and Safety Management Plan required under clause 13 and as contained in Appendix G to Schedule 11;

(i) the Quality Management Plan required under clause 13 and as contained in Appendix H to Schedule 11;

(j) the Performance Outcome Plan required under clause 13 and as contained in Appendix I to

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Schedule 11;

(k) the Operations Plan required under clause 13 and as contained in Appendix J to Schedule 11;

(l) the Fleet Plan required under clause 13 and as contained in Appendix K to Schedule 11;

(m) the Fatigue Management Plan required under clause 13 and as contained in Appendix L to Schedule 11;

(n) the Environmental Management Plan required under clause 13 and as contained in Appendix M to Schedule 11;

(o) not used

(p) to the extent not already included in paragraphs (a) - (o), the plans required to be submitted as part of the Operator's tender, initial versions of which are contained in Schedule 11; and

(q) any other plans that the Operator is required by the Specifications to prepare.

Readiness for Handover is the stage reached progressively and separately for each Base when:

(a) the Assets, Bases and Operator's Personnel comply with the requirements of this Contract (including the Specifications) and are fit for the purpose of the providing the Services from that Base; and

(b) the NSW Ambulance Representative has received:

(i) evidence that the insurances required by clause 25.1(a) have been effected;

(ii) evidence that the Operator and the Operator's Personnel hold any Approvals required to perform the Services from that Base; and

(iii) evidence satisfactory to the NSW Ambulance Representative (acting reasonably) that the Operator has in place the necessary arrangements to enable it to comply with clause 42.6(a)(i) (including executed copies of any tripartite deeds required between NSW Ambulance, the Operator and the owners or lessors of Assets or Bases); and

(c) the Operator has done everything else which is expressed in this Contract to be a condition precedent to, or something that must be done before, the commencement of Services from that Base, including those things set out in Item 2 of 18

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Schedule 1.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Remedy means, in respect of an Event of Default, to remedy or cure the Event of Default or otherwise overcome the consequences of the Event of Default.

Reportable Incident means an incident that is required by Law or Aviation Authority to be reported or which is agreed by the Parties to be reported.

Reporting Period means each calendar month which commences or ends during the Term and:

(a) in the case of the first Reporting Period, is the period from the Date of Actual Handover to the end of the month in which the Date of Actual Handover occurs; and

(b) in the case of the last Reporting Period during the Term, is the period from the commencement of the calendar month during which this Contract terminates or expires and ending on the last day of the Term.

Required Rating means a credit rating (or in the case of an insurer, a financial security rating) of at least by Standard and Poor's

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(Australia) Pty Limited or A3 by Moody's Investors Service Inc (or such other credit rating as NSW Ambulance may approve in writing from time to time) or, if no rating is provided by Standard and Poor's (Australia) Pty Limited or by Moody's Investors Service, Inc, an equivalent rating with another reputable rating agency.

Rescue Crewmen means Clinical Crew, including paramedics and doctors, trained in down-the-wire operations.

Residual Value means, in relation to each Asset and Base, the amount stated in, or calculated in accordance with, Schedule 4.

SAR means Search and Rescue.

Scheduled Maintenance means Maintenance Work carried out in accordance with Work clause 9.

Security Interest means any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person or any interest in relation to personal property provided for by a transaction that in substance secures payment or performance of an obligation or otherwise would be considered to be a "security interest" under the PPSA (except in clause 47, where Security Interest has the meaning given in that clause).

Suppliers means a person or entity listed in item 18 of Schedule 1.

Services means the services described in, or reasonably to be inferred from, the Specifications to be performed by the Operator and the Operator's Personnel under this Contract (as adjusted under this Contract) and includes the provision by the Operator of the Aircraft for the exclusive use of NSW Ambulance (except as otherwise provided under terms and conditions of this Contract) and all Operator's Personnel, Assets including equipment, fuel and lubricants, maintenance, Spare Parts and Bases, which are necessary for the safe and satisfactory performance of such services.

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Southcare Region means the Territory and the area of south-east NSW to which the Company provides aero-medical services for NSW including the Canberra base.

Southern Region means the region governed by the contract for helicopter services in the southern region of NSW including the Orange, Bankstown, and Wollongong bases and services to Westmead.

Spare Parts means all rotables, parts and components of the Aircraft and the Equipment which are required to be provided by the Operator to properly and safely maintain the Aircraft in accordance with Good Industry Practice and in compliance with all relevant Laws and the requirements of all relevant and competent authorities (as such may be amended from time to time) and includes any spare parts required to be provided and maintained pursuant to the Specifications.

Specifications means the documents referred to in Schedule 2 and Schedule 3.

Statute includes any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia (whether made by a State, Territory, the Commonwealth, or a local government).

Step-in Event has the meaning given in clause 38.10.

Step-in Party means NSW Ambulance or its agent, attorney or nominee, and may be more than one person appointed to act jointly.

Step-in Powers has the meaning given in clause 38.3.

Step-in Right has the meaning given in clause 38.2(a).

Task Profiles means the profiles as described in the Concept of Operations at Appendix D to Schedule 2.

Term has the meaning given in clause 2.1.

Termination Event means any event specified in clause 40.1.

Territory means:

(a) when used in a geographical sense, the Australian Capital Territory; and

(b) when used in any other sense, the body politic established by section 7 of the Australian Capital Territory (Self-Government ) Act 1988 (Cth).

Third Party IP means intellectual property owned by a person who is not a party to this Contract.

Training Management Plan means the Project Plan described in clause 8 and as contained in Appendix B to Schedule 11.

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Transfer Assets and Bases means the Assets and Bases nominated by NSW Ambulance in accordance with clause 42.5(a).

Transition Out Plan means the plan required to be prepared by the Operator under clause 42.4.

Variation means any change or variation to:

(a) the Services; or

(b) the Assets;

including any addition, reduction, increase, decrease, deletion or omission to or from them.

Variation Approval means a notice titled "Variation Approval" issued by NSW Ambulance under clause 21.17(a)(i)A.

Variation Order means a notice titled "Variation Order" issued by NSW Ambulance under clause 21.12(a).

WHS Act means the Work Health and Safety Act 2011 (NSW).

WHS Legislation means:

(a) the WHS Act and the WHS Regulations; and

(b) any corresponding WHS Law as defined in section 4 of the WHS Act.

WHS Regulations means the Work Health and Safety Regulations 2011 (NSW).

1.2 Interpretation

In this Contract

(a) headings are for convenience only and do not affect interpretation;

and unless the context indicates a contrary intention:

(b) an obligation or a liability assumed by, or a right conferred on, 2 or more persons binds or benefits them jointly and severally;

(c) a reference to a "person" includes an individual, firm, body, corporate, association (whether incorporated or not), government or any governmental, semi-governmental or local authority or agency;

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(d) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(e) a reference to a document (including this Contract) is to that document as varied, novated, ratified or replaced from time to time;

(f) a reference to a statute includes its delegated legislation and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

(g) a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender;

(h) a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this Contract, and a reference to this Contract includes all schedules, exhibits, attachments and annexures to it;

(i) a reference to a matter being to the knowledge of a person means that the matter is the best of the knowledge and belief of that person after proper inquiry including inquiry which a reasonable person would be prompted to make by reason of knowledge of a fact;

(j) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(k) "includes" in any form is not a word of limitation;

(l) a reference to "$" or "dollar" is to Australian currency; and

(m) a reference to a schedule includes all its appendices and attachments.

1.3 Order of precedence

Without limiting any part of this Contract, the following order of precedence applies if there is any ambiguity, conflict, discrepancy or inconsistency between the documents comprising this Contract or between different parts of any documents comprising this Contract:

(a) this Contract (including the Schedules to this Contract other than the Specifications); and

(b) the Specifications.

2. Term

2.1 Term

The Term of this Contract will commence on the Execution Date and will continue until the earlier of:

(a) the end of the period set out in Item 9 of Schedule 1; or

(b) the date on which this Contract is terminated.

2.2 Extension of Term

(a) The Term may be extended by up to the period set out in Item 9 of Schedule 1, on the same terms and conditions (other than rates) as contained in this Contract, by 23

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NSW Ambulance giving the Operator written notice setting out the period of extension 6 months before any such period is to commence, subject to rates which may be agreed between the parties (provided that the Operator must not insist on an increase in the rates above prevailing market rates for similar services) in respect of the extended term (and subject to the Operator being able to extend the Lease for an equivalent period). The parties will negotiate applicable rates in good faith except that if NSW Ambulance does not agree to the rates it is not obliged to extend the Term.

(b) By Deed of Variation No 3 dated the DOV3 Date, the parties extended the Term of this Contract for a further 5 years from 15 May 2027 until 14 May 2032.

(i) a new Key Contract Side Deed will be entered into; or

(ii) the current Key Contract Side Deed with Australia and New Zealand Banking Group Limited will be extended and varied as appropriate,

in relation to the Aircraft leasing arrangements for the extended term. Any new or varied Key Contract Side Deed will be on substantially the same terms as the current Key Contract Side Deed with Australia and New Zealand Banking Group Limited.

2.3 Execution Date

On the Execution Date the Operator must provide the NSW Ambulance Representative with:

(a) an unconditional undertaking under clause 3.1(a);

(b) a deed of guarantee and indemnity under clause 3.2(a); and

(c) evidence that the Operator has received cash of an amount not less than $5 million from the issue of and subscription for the shares in the Operator.

2.4 Conditions

(a) The Operator must satisfy or procure the satisfaction of the conditions listed in clause 2.3 on the Execution Date.

(b) Upon the satisfaction of all of the conditions, NSW Ambulance must acknowledge in writing the fact that the conditions have been satisfied (or waived) and that this Contract has commenced.

(c) Without limiting any other right of NSW Ambulance, if a condition listed in clause 2.3 has not been satisfied by the date which is 5 Business Days after the Execution Date, NSW Ambulance may:

(i) immediately terminate this Contract by written notice to the Operator;

(ii) seek damages; or

(iii) do both of the things set out in clause 2.4(c)(i) and (ii).

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3. Security

3.1 Unconditional undertaking

(a) The Operator must provide (or procure that a Related Body Corporate provides) to NSW Ambulance and the Company, on the Execution Date, an unconditional undertaking for the value stated in Item 10 of Schedule 1.

(b) The unconditional undertaking must, subject to clause 3.1(f) and to NSW Ambulance's rights to have recourse to the undertaking and to the cash proceeds if the undertaking is converted into cash, be returned to the Operator by NSW Ambulance within 14 days after the later of:

(i) expiration of the Term; and

(ii) the date on which the Operator has complied with the obligations under clause 42.6.

(i) regulated by the Australian Prudential Regulatory Authority;

(ii) with the Required Rating or better; and

(iii) with a branch in Sydney,

and is to be in a form approved by NSW Ambulance. The form in Schedule 9 is approved.

(d) All charges incurred in obtaining and maintaining the unconditional undertaking must be met by the Operator.

(e) NSW Ambulance and/or the Company:

(i) may have recourse to the unconditional undertaking provided under this clause 3.1 at any time;

(ii) is not obliged to pay the Operator interest on:

A. the unconditional undertaking; or

B. the proceeds of the unconditional undertaking if it has been converted into cash; and

(iii) does not hold the proceeds referred to in clause 3.1(e)(ii)B on trust for the Operator.

(f) Despite any other provision of this Contract to the contrary, where this Contract may otherwise require NSW Ambulance to release the unconditional undertaking under clause 3.1(b), or this Contract is terminated pursuant to clauses 37.5, 40 or 41 or by reason of the Operator repudiating this Contract (or otherwise at law), NSW Ambulance and the Company may continue to hold the unconditional undertaking after the date for its release or the termination of this Contract to the extent of any claim which NSW Ambulance or the Company may have against the Operator arising out of, or in any way in connection with, this Contract or the Services, whether for damages or otherwise.

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3.2 Deed of guarantee and indemnity

The Operator must provide to NSW Ambulance and the Company, on the Execution Date:

(a) a deed of guarantee and indemnity in the form of Schedule 10 duly executed and enforceable against the Guarantor; and

(b) if the Guarantor is incorporated outside of Australia, a legal opinion supporting, and in respect of, the deed of guarantee and indemnity which is:

(i) from lawyers to the Guarantor, authorised to practice in the place of incorporation of the Guarantor, stating that the deed of guarantee and indemnity is binding and enforceable against the Guarantor;

(ii) in favour of NSW Ambulance and the Company; and

(iii) in a form reasonably satisfactory to NSW Ambulance.

4. Readiness for Handover

4.1 Handover Date

(a) The Operator must ensure that it achieves Readiness for Handover for each Base by the Handover Dates specified for progressive Handover of each Base.

(b) The Certificate of Readiness for a Handover will not be issued before the Operator achieves Readiness for Handover for that Handover.

4.2 Implementation Plan

(a) Each party must comply with the Implementation Plan contained in Schedule 11 (as updated in accordance with clause 13).

(b) Regular progress meetings must be held between the Operator and NSW Ambulance, as reasonably required by NSW Ambulance, to determine the Operator's progress against the Implementation Plan.

4.3 Operator to notify

The Operator must for the progressive Handover of each Base give the NSW Ambulance Representative at least 20 Business Days' written notice of the date upon which the Operator expects to achieve Readiness for Handover at each Base.

4.4 Certificate of Readiness for Handover

(a) When the Operator is of the opinion that it has satisfied the requirements for Readiness for Handover at a particular nominated Base, the Operator must in writing request the NSW Ambulance Representative to issue a Certificate of Readiness for Handover for that Base.

(b) Within 20 Business Days after receiving each request, the NSW Ambulance Representative must for each nominated Base:

(i) if satisfied that Readiness for Handover has been achieved for that Base, give the Operator a Certificate of Readiness for Handover at that Base stating the Date of Actual Handover for that Base; or

(ii) if not satisfied that Readiness for Handover for that Base has been achieved, give the Operator a written notice so advising and providing 26

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reasons why Readiness for Handover for that Base has not been achieved.

(c) If the NSW Ambulance Representative issues a notice under clause 4.4(b)(ii), the Operator must proceed to achieve Readiness for Handover at the specified Base and thereafter when it considers it has achieved Readiness for Handover of that Base, give the NSW Ambulance Representative written notice to that effect, after which this clause 4.4 will reapply.

4.5 Effect of Certificate of Readiness for Handover

A Certificate of Readiness for Handover will not:

(a) constitute approval by NSW Ambulance of the Operator's performance of its obligations under this Contract; or

(b) prejudice any rights or powers of NSW Ambulance.

4.6 Liquidated damages

(a) Subject to clause 4.6(b), if the Operator does not achieve Readiness for Handover of a Base by a Handover Date, the Operator must pay liquidated damages at the rate specified for that Base in Item 13 of Schedule 1 for every day after the Handover Date until the Date of Actual Handover of that Base or this Contract is terminated, whichever is first. The total amount of liquidated damages payable by the Operator under this clause is limited (in aggregate for all Bases) to $ 39.375 million (excluding GST), up to which liquidated damages is, subject to clause 4.6(b)(ii), the sole damages remedy available to NSW Ambulance and beyond which the Operator will not be liable to NSW Ambulance in any circumstances, in relation to reaching Handover of a Base. To avoid doubt, if the liquidated damages cap is reached, NSW Ambulance is not able to claim additional damages for the matters referenced in this clause 4.6.

(b) The parties agree that in the event that the Operator does not achieve Readiness for Handover of a Base by a Handover Date

NSW Ambulance will not be entitled to claim liquidated damages if the Operator is able to provide an alternative solution (to the reasonable satisfaction of NSW Ambulance) to ensure that flying operations are promptly commenced or continued in relation to the relevant Base, provided that:

(i) NSW Ambulance will pay the Monthly Payment to the Operator in relation to the implemented alternative solution less a proportionate reduction to the Monthly Payment if the alternative solution provides a lesser capability than otherwise would have been provided if Readiness for Handover was achieved; and

(ii) the alternative solution may only continue for up to 6 months from the relevant Handover Date after which NSW Ambulance may exercise its rights under clause 40 or clause 38 or its rights at Law and may claim full contractual damages.

(c) The parties acknowledge and agree that the amount payable under clause 4.6(a) is an agreed genuine pre-estimate of NSW Ambulance's Loss having regard to the significance and nature of the Services to NSW Ambulance and the Health Administration Corporation including that it may be difficult to quantify accurately the Loss arising from such delay if the Date of Actual Handover of the particular Base does not occur by the relevant Handover Date for that Base.

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(d) The amount payable under clause 4.6(a) will be a debt due from the Operator to NSW Ambulance.

(e) Nothing is this clause 4.6 limits NSW Ambulance's right to step in or terminate this Contract.

4.7 Extension of time to Handover Date

(a) The Operator will be entitled to such reasonable extension of time to the relevant Handover Date as the NSW Ambulance Representative assesses if:

(i) the Operator is, or is likely to be, delayed by an Act of Prevention or Force Majeure in a manner which will prevent it from achieving Readiness for Handover of a Base by the relevant Handover Date for that Base;

(ii) the cause of the relevant delay or delays was beyond the reasonable control of the Operator;

(ii)a. The Operator complies with clause 37;

(iii) the Operator gives the NSW Ambulance Representative a written claim for an extension of time to the relevant Handover Date or Handover Dates within 10 Business Days after the occurrence causing the delay, giving detailed particulars of the delay and the occurrence causing the delay and stating the number of days of extension of time claimed; and

(iv) if the effects of the delay or delays continue beyond the 10 Business Day period referred to in clause 4.7(a)(iii) and the Operator wishes to claim an extension of time in respect of any further delay or delays, submit a further written claim to the NSW Ambulance Representative:

A. every 10 Business Days after the first written claim until 5 Business Days after the end of the effects of the delay or delays; and

B. containing the information required by clause 4.7(a)(iii).

(b) Compliance with each of the requirements in clause 4.7(a) is a condition precedent to the Operator's entitlement to an extension of time to the relevant Handover Date.

(c) Subject to satisfying clause 4.7(a) and subject to clause 4.7(d), the relevant Handover Date or Handover Dates will be extended by a reasonable period determined by the NSW Ambulance Representative and notified to the Operator within 15 Business Days after receiving the Operator's applicable claim under clause 4.7(a)(iii).

(d) The NSW Ambulance Representative will reduce any extension of time to the relevant Handover Date or Handover Dates it would otherwise have notified to the Operator under clause 4.7(c) to the extent that the Operator:

(i) contributed to the delay; or

(ii) failed to take all steps necessary both to preclude the cause of the delay and to avoid or minimise the consequences of the delay.

(e) Whether or not the Operator has made, or is entitled to make, a claim for an extension of time under this clause 4.7, the NSW Ambulance Representative may, in its absolute discretion at any time and from time to time by written notice to the 28

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Operator, unilaterally extend a Handover Date. The NSW Ambulance Representative is not required to exercise its discretion under this clause 4.7(e) for the benefit of the Operator.

(f) The Operator acknowledges that where a Handover Date is extended as the result of Force Majeure, the NSW Ambulance Representative may extend the relevant Handover Date (and accordingly the earliest date for issue of a Certificate of Readiness for Handover) further than the period of the delay to allow NSW Ambulance to negotiate extensions of term of incumbent operators providing services equivalent to the Services, to ensure the continuous provision of aeromedical rescue services in the Area of Operation.

4A Bankstown Base

(a) After the Execution Date and at an appropriate time with respect to the relevant activities being undertaken and in accordance with the Implementation Plan, the Parties will consult in good faith to review the Bankstown Base design and build, and will use their reasonable endeavours to explore and agree on options for overall reduced floor space at the Base and resultant cost efficiencies.

(b) If, following the consultation described in clause 4A(a), the Parties agree that cost efficiencies can be achieved in the Bankstown Base build, this Contract will be amended as appropriate to reflect the relevant adjustments to payments under this Contract.

4B Aircraft Replacement

(a) At NSW Ambulance's request at any time during the Term, the Operator must replace the Aircraft. [Replacement of the Aircraft will be implemented over a 2 year period.] The details of any request will be subject to a Variation and requires mutual agreement by both parties. Any changes to the Monthly Payments flowing directly from the replacement of the Aircraft will be calculated according to the current pricing model and agreed in accordance with clause 21, including that the Operator must prepare a Variation Impact Proposal setting out detailed particulars regarding the impact on the Monthly Payment.

(b) At the Operator's request, after year 5 of the Term, the Operator may replace the Aircraft with NSW Ambulance Approval (which will consider amongst other things the commercial drivers for Aircraft replacement and Aircraft availability). [Replacement of the Aircraft will be implemented over a 2 year period.] The Monthly Payments will remain in accordance with the calculations in Schedule 4.

(d) If any material changes to the Aircraft Specifications under this Contract, including configuration and fit out, are required or proposed as part of the process of replacing the Aircraft:

(i) the requesting party must provide the other party with at least 24 months' prior notice of the proposed changes;

(ii) the parties will negotiate in good faith the changes to the Aircraft Specifications;

(iii) the parties will negotiate in good faith any variations to the Monthly Payment, which will be based on the current pricing model; and

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(iv) the changes will be implemented as a Variation to the Contract in accordance with clause 21, including that the Operator must prepare a Variation Impact Proposal setting out detailed particulars regarding the Aircraft replacement, proposed changes to Specifications and impact on the Monthly Payment.

(e) The Operator must assist and cooperate with NSW Ambulance to obtain a new Key Contract Side Deed in relation to the new Aircraft and to manage the novation, termination or other adjustment to the current Key Contract Side Deed with Australia and New Zealand Banking Group Limited.

(f) Not used.

(g) Not used.

(h) The Parties acknowledge that the Operator may require relief from the availability KPI for the period during which the Aircraft are being replaced. The Parties will negotiate in good faith to agree any availability KPI relief required.

5. Scope of Contract

5.1 Services

(a) The Operator must perform the Services in accordance with the Specifications, Project Plans and the other provisions of this Contract.

(b) The Operator must, during the Term, provide the Aircraft and ensure that the Assets are available and fully operational at all times during the Term, subject to this Contract including any periods of Scheduled Maintenance Work in accordance with clause 9, for the exclusive use of NSW Ambulance and any person nominated by NSW Ambulance. The Operator must provide Aircraft for use in the SouthCare Region when the Canberra aircraft is not available.

(c) The Operator acknowledges that it must use all reasonable endeavours to seek to reduce the cost to NSW Ambulance of the Services under this Contract and to improve NSW Ambulance processes affected by the Services.

5.2 Performance standards and obligations

The Operator must perform the Services:

(a) in a professional, timely, safe, courteous, reliable and environmentally responsible manner;

(b) with the degree of skill, care, prudence, foresight and practice which would reasonably be expected of a skilled and experienced person, engaged in services the same or of a similar type to the Services;

(d) having primary regard to the needs and interests of the persons being transported as part of the Services;

(e) in a manner that complies with all applicable Approvals and Laws;

(f) using Assets that comply with this Contract (including the Specifications) and any applicable environmental and safety Laws and standards;

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(g) from the Bases; and

(h) so that the Assets, Bases and Services are and remain fit for their intended purposes throughout the Term.

5.3 Assets

(a) The Operator must ensure that the Assets, at all relevant times, comply with the terms of this Contract and any applicable Laws.

(b) If the Operator proposes to introduce any new Aircraft or Equipment during the Term for the provision of the Services the Operator must:

(i) give NSW Ambulance written notice detailing the proposed change; and

(ii) not use such Aircraft or Equipment for the provision of the Services until it receives written notice that the NSW Ambulance Representative is satisfied that the conditions of Readiness for Handover have been achieved in relation to the new Aircraft or Equipment.

(c) The Operator may not, without the prior consent of NSW Ambulance under clause 21.17, make additions to or deletions from the Equipment or make modification to any Aircraft other than:

(i) a mandatory modification to any Aircraft which is required to comply with the Law; or

(ii) modifications to the Aircraft required in accordance with any applicable airworthiness directive or as may be required from time to time to meet the mandatory standards of the Aviation Authority,

and in which case the Operator must give NSW Ambulance written notice detailing that mandatory modification) as soon as possible.

(d) The Operator acknowledges that there are no Security Interests created in favour of the Operator in connection with any winch simulator or other equipment made available to the Operator by NSW Ambulance.

5.4 Exclusivity

Nothing in this Contract:

(a) confers on the Operator any exclusive right to provide the Services; or

(b) restricts NSW Ambulance from engaging others to provide services similar to the Services in the Area of Operations or any other regions.

6. Operator's Personnel

6.1 Conduct

(a) The Operator is responsible for the proper conduct of the Operator's Personnel in performing the Services.

(b) The Operator's Personnel must be sufficient in number to meet all of the Aircraft availability requirements and must meet the qualifications, training and currency requirements specified in this Contract and under Law.

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(i) are properly authorised, qualified, accredited, trained and experienced to discharge their duties under this Contract;

(ii) comply with applicable Laws and Approvals;

(iii) are presented in a neat, clean and professional manner and are attired in clean, well maintained and appropriate uniforms approved by NSW Ambulance that are in compliance with WHS Legislation;

(iv) act professionally, safely, diligently, ethically, soberly and honestly;

(v) do not take or use any drug unless prescribed by a medical practitioner or lawfully available without prescription and used in accordance with directions;

(vi) comply with all policies, procedures, rules, regulations, standards of conduct and the lawful directions of NSW Ambulance in respect of its staff, patients or customers;

(vii) do not commit any criminal offence and not otherwise breach any Law which could adversely affect the interests of NSW Ambulance or the provision of the Services;

(viii) do not sexually harass any person or engage in any discriminatory behaviour;

(ix) carry and display at all times appropriate identification;

(x) meet the requirements for the issue of an aviation security identification card; and

(xi) do not otherwise act in any manner which could disrupt or adversely affect NSW Ambulance's reputation, interests or goodwill. NSW Ambulance will have the absolute discretion to determine whether an act has disrupted or adversely affected or would disrupt or adversely affect its reputation, interests or goodwill.

(d) The Operator must, where required, provide all Operator's Personnel with formal induction and personnel handbooks, which must include appropriate policies dealing with equal opportunity employment, discrimination, harassment and work health and safety issues.

(e) Aviation Crew must assist the Clinical Crew in the loading and unloading of patients, but will not be involved with patient care unless, under exceptional circumstances, they are requested to assist by the Clinical Crew, in which event they must provide such assistance.

(f) Without limiting clause 6.2, where NSW Ambulance and the Operator have agreed in writing that some or all of the Services must be performed by specified Personnel then the Operator must ensure that the Services or that part of the Services are performed by the specified Personnel.

6.2 Provision and Replacement of Operator's Personnel

(a) The Operator must employ those personnel specified in Schedule 7 (or where the personnel are employees of an Associate of the Operator, the Operator must ensure they are so employed) in the positions specified in Schedule 7. 32

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(b) The Operator must provide to NSW Ambulance, for approval, 2 months prior to the Handover Date, a schedule of Operator's Personnel proposed to deliver the Services under this Contract. The Operator must provide the names, qualifications and experience of all Pilots, Aircrewman and Licensed Aircraft Maintenance Engineers (including the senior pilot, head of training and checking, contract manager and senior engineer) proposed to be engaged in providing the Services. The schedule of proposed personnel must be certified by the Operator's chief pilot or chief engineer or their approved nominees.

(c) NSW Ambulance reserves the right to reject any Operator's Personnel proposed by the Operator and, to the extent not prohibited by Law, to seek further information about any Operator's Personnel, including criminal record checks and working with children checks.

(d) NSW Ambulance reserves the right to require the removal or replacement at any time, within twenty-four (24) hours and without giving any reason, of any Operator's Personnel who, in the reasonable opinion of NSW Ambulance, do not perform in a satisfactory manner or are otherwise considered unacceptable and the Operator must remove the Operator's Personnel from the performance of the Services or replace the Operator's Personnel as required. The removal or replacement of any Operator's Personnel or any withholding of approval by NSW Ambulance of the Operator's proposed Operator's Personnel or replacement Operator's Personnel in accordance with this clause 6.2 shall not limit the Operator's obligations under this Contract.

(e) The Operator may only remove (except where such removal is due to the resignation or termination from employment, but not redundancy, of the persons involved) or replace persons provided by it to perform the Services, or engage new persons to perform the Services, with the consent of NSW Ambulance. The Operator must advise NSW Ambulance immediately in writing of any proposed change in the Operator's Personnel and submit an application for approval for proposed replacement of Operator's Personnel using the template in Appendices A, B or C of Schedule 7 (as applicable).

(f) Where, in the opinion of NSW Ambulance, the removal or replacement is not likely to cause unreasonable disruption to the performance of the Services, such consent will not be unreasonably withheld.

6.3 Health

The Operator must ensure that its Operator's Personnel are medically fit for their respective jobs and must have all certificates, work permits, visa and other documents required to perform their respective jobs. If any of the Operator's Personnel are unable to perform their respective jobs due to injury, illness, incapacity or death, the Operator must promptly provide replacement Operator's Personnel. The Operator must obtain NSW Ambulance's approval of any replacement Operator's Personnel prior to their commencement.

6.4 Independent Operator

Subject to this Contract, the selection, replacement, hours of work and remuneration of the Operator's Personnel will be determined by the Operator and they will be employees or agents of the Operator alone and the Operator must use its best endeavours to ensure that they are not regarded as employees or agents of NSW Ambulance. If, notwithstanding this clause 6.4, the Operator's Personnel are deemed to be employees or agents of NSW Ambulance for any purpose, the Operator shall indemnify and forever keep indemnified NSW Ambulance against any Loss arising as a result thereof. Where permitted by Law, this is to be noted in the Operator's insurance policies.

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6.5 Operators Personnel qualifications and experience

(a) The Operator must provide Aviation Crew which hold appropriate qualifications and experience for the Services. Minimum experience requirements for Pilots, Aircrewman and Licensed Aircraft Maintenance Engineers are set out in Part H of Schedule 2 of the Specifications.

(b) Only Aircraft, Aviation Crew and engineers specifically approved by NSW Ambulance in accordance with this Contract are authorised to carry out the Services.

(c) The management team, including the senior contract pilot, contract head of training & checking, contract manager and the senior contract engineer must be approved by NSW Ambulance prior to engaging in the performance of the Services.

(d) Without limiting clause 6.2, Aviation Crew and Licensed Aircraft Maintenance Engineers nominated for the performance of the Services must be pre-approved by NSW Ambulance via the submission of the appropriate Aviation Crew or LAME qualifications and experience nomination form, which is to be certified by the chief pilot or chief engineer or their approved nominees as appropriate.

(e) The Operator must ensure that Aviation Crew have completed a NSW Ambulance approved CRM course within the previous two years. CRM course training remain current for two years, with a short one day refresher undertaken annually.

(f) The Operator must ensure that at all times throughout the Term, NSW Ambulance has been provided with:

(i) a clear digital photograph of each of the Operator's Personnel; and

(ii) a clear image of the person's aviation security identification card (and NSW Ambulance card if held).

6.6 Uniform and working attire

(a) The Operator is responsible for the provision of appropriate fire retardant flight suits (Nomex or similar) for its Aviation Crew. The type, style and colour of the flight suits must be acceptable to and approved by NSW Ambulance.

(b) The Operator's Aviation Crew must only wear insignia and badges of rank as approved by NSW Ambulance.

(i) suitable flight helmets and safety gloves (Nomex or similar); and

(ii) safety footwear suitable for use in the Aircraft.

(d) Helmet requirements for Clinical Crew are detailed in section 5.9 of Schedule 3 of the Specifications

(e) Any other Operator's Personnel, such as engineering personnel, must be appropriately attired in uniform, and where applicable, suitable personal protective equipment.

6.7 Crewing and rostering

(a) The Operator must operate to a crewing and rostering plan incorporated within a CASA approved fatigue risk management system. Each Aircraft must be crewed over each 24 hour period, by two Aviation Crew (comprising one Pilot and one Aircrewman). No shift is to be rostered in excess of 12 hours. 34

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(b) Aviation Crew shifts must, where practicable, align with NSW Ambulance Clinical Crew shifts which are also 12 hours.

(c) The Operator must employ Aviation Crew and Licenced Aircraft Maintenance Engineers at each Base so as to enable it to comply with its obligations under this Contract.

7. Skill and Experience

The Operator acknowledges that NSW Ambulance enters into this Contract relying on the Operator's representation that it possesses the professional skill, experience and ability to provide the Services:

(a) in a, timely, commercial, prudent and reasonable manner;

(b) in accordance with suitable and appropriate methods and practices;

(c) with the high degree of professional skill, care and diligence which may reasonably be expected of a skilled, professional and experienced person suitably qualified and experienced in the performance of services similar to the Services required to be performed under this Contract; and

(d) in a manner in which could reasonably be expected to protect NSW Ambulance's interests.

8. Training

8.1 Training facilities and Aircraft

(a) The Operator must comply with the approved Training Management Plan.

(b) The Operator must provide training facilities, static training equipment and synthetic training devices that support the training requirements for Clinical Crew and Aviation Crew.

(d) A central training facility will be located at the location specified in Item 16 of Schedule 1 or at another location agreed by NSW Ambulance.

(e) The Operator is responsible for all costs associated with maintaining the training equipment and facility.

8.2 Training, checking, and currency requirements

(a) The Operator is responsible for providing aviation training for all NSW Ambulance Personnel and NSW Ministry of Health personnel allocated to the Base and working on the Aircraft. The minimum training requirements and currencies for Clinical Crew are set out in Part G of Schedule 2 of the Specifications.

(b) Training for Pilots and Aircrewmen is the responsibility of the Operator and is completely at the Operator's cost.

(c) The Operator must provide a Training Management Plan that outlines how training activities for Aviation Crew and Clinical Crew will be managed to support the required level of operational availability and service.

(d) The Operator must provide sufficient helicopter training personnel so as to enable it to comply with its obligations under this Contract. 35

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(e) Training must be provided in accordance with the service delivery model described in the Concept of Operations in Appendix D to Schedule 2 of the Specifications and support the NSW Ambulance approach to risk and safety management.

(f) Training must be high quality, regular and conducted jointly when deemed appropriate by NSW Ambulance.

(g) Training activities must include joint training with Aviation Crew and Clinical Crew and mission review sessions between Aviation Crew and Clinical Crew.

(h) Before undertaking operational duties new Aviation Crew must undertake orientation flights and undergo joint training with Clinical Crew.

(i) Training for Aviation Crew may only be undertaken on an Aircraft that is available for the provision of Services with the written approval of NSW Ambulance.

8.3 CAR 217 Training and checking organisation

(a) The Operator must have a CASA approved CAR 217 training and checking system or that required under Part 133/Air transport aeromedical operations as applicable, which must be appropriately documented.

(b) The training and checking system must incorporate a minimum of biannual Base checks and annual line checks, as well as IFR and role checks.

8.4 Training and checking records

(a) Dates/currencies must be maintained on an electronic record/database system compatible with Air Maestro or such other system as NSW Ambulance advises the Operator from time to time.

(b) The Operator must maintain aviation training records for Clinical Crew. Such records must be accessible to NSW Ambulance or its nominee.

8.5 Hoist training and checking

(a) Specific hoist training and checking over both land and water must be undertaken at least at 6 monthly intervals.

(b) The Operator must comply with the training requirements of NSW Ambulance for Clinical Crew in Part G of Schedule 2 of the Specifications.

8.6 Base, Line, IF and Role checks

Operator's Aircraft crew base and line checks, instrument rating checks and role checks must incorporate written tests which must be held on a computer database, with questions randomly selected for each test. Records of corrected tests must be held on the individual's training and checking files.

8.7 Currency at Services commencement

(a) The Operator must ensure that prior to commencing operations as a Pilot or Aircrewman under this Contract, each Pilot or Aircrewman has completed within the previous sixty (60) days:

(i) company base and line checks, including low flying, remote and confined HLS operations;

(ii) emergencies, hoist operations over land and over water; and

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(iii) in the case of Pilots only, all IFR approaches as per pilot qualification.

(b) The Operator must retain all records of such experience in the person's training and checking file.

8.8 Initial type training

Pilot training on the particular type of aircraft to be used in performing the Services must, where possible, be completed at the aircraft manufacturer's training facility, and such training must include training on a Level D flight simulator approved by the original equipment manufacturer.

8.9 Checked-to-line

(a) New Aviation Crew must be accompanied by a company training captain/ training Aircrewman or existing approved Pilot / Aircrewman familiar with the Area of Operations, for at least three operational missions from the Base before undertaking unaccompanied operational missions.

(b) Only Pilots approved by NSW Ambulance are permitted to act as pilot in command, pilot in command under supervision or co-pilot.

(c) Aviation Crew must undertake a further orientation flight with a Clinical Crew member to locations approved by NSW Ambulance as common primary response sites where the value of local knowledge is considered important. A second flight including a scenario based winch mission must also be undertaken. These flights are at the cost of the Operator.

8.10 Level D Flight Simulator training

Subsequent refresher training must occur not less than annually and must be undertaken at a facility such as flight safety international, or at an alternative accredited Level D flight simulator facility that provides similar and suitable services on the relevant Aircraft type. All flight simulator training is at the cost of the Operator.

8.11 Crew Resource Management Training

(a) The Operator must provide CRM training for all Aviation Crew and Clinical Crew (including the Air Operator's Certificate holder's personnel) every two years. CRM Course training must be maintained within two (2) years, with a short one (1) day refresher undertaken annually.

(b) The training must be contextualized for the emergency medical services operations.

(c) The Operator must ensure that the CRM training is conducted jointly with members of Aviation Crew and the Clinical Crew (including the Air Operator's Certificate holder's personnel) at each course.

(d) CRM training must be organised by the Operator and supplied by the Operator or by a reputable organisation approved by NSW Ambulance during the Term. CRM training provided solely via computer-based training is not suitable or acceptable.

(e) On and from the DOV3 Date, the parties acknowledge and confirm that the Operator will continue to provide NSW Ambulance approved CRM training in accordance with this Contract, including Schedule 2 and consistent with the standard for CRM training prior to the DOV3 Date, for the remainder of the Term including any extensions to the Term under clause 2.2.

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8.12 Aircrewman training and checking system

The Operator must have a CASA approved Aircrewman training and checking system.

9. Maintenance

9.1 Ground support equipment

The Operator is responsible for providing all engineering and ground support equipment required to support operation of the Aircraft at each Base.

9.2 General maintenance obligation

The Operator must carry out Maintenance Work:

(a) on all Assets, including any database owned and operated by the Operator in which information about the Services is stored;

(b) in such a way as to ensure that the Assets are always in a condition which enables the Operator to comply with its obligations under this Contract;

(c) so that the Assets are protected and preserved and in good working order and always capable of being operated fully, efficiently, effectively and safely (subject to any Scheduled Maintenance Work in accordance with this clause 9);

(d) for the purpose, and to the capacity, for which they were designed;

(e) in compliance with all applicable Laws and Approvals; and

(f) in accordance with the Maintenance Management Plan which must be prepared, submitted, reviewed and updated in accordance with clause 9.5 and the Asset Management Plan (provided that any amendment or update to the Maintenance Management Plan is not required if the amendment or update may result in the Operator being in breach of, or unable to comply with, the requirements under the Lease, any PBH Agreement, or any manufacturer warranties).

9.3 Aircraft Maintenance Standards

(a) Aircraft must be maintained, repaired, overhauled and serviced in accordance with published CASA airworthiness Class A Aircraft maintenance standards and in accordance with the requirements of the original equipment manufacturer.

(b) All Maintenance Work must comply with all applicable Laws, Approvals and safety standards.

(d) The Operator must maintain quality systems throughout the Term which, at a minimum, must comply with AS/NZS ISO 9001/2000 Quality Management Systems.

(e) All Maintenance Work must be carried out so as not to void, breach or have an adverse effect on any supplier's or manufacturer's warranty or guarantee given for any Assets.

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9.4 Spares

(a) The Operator must ensure that there is available at all times an appropriate quantity and quality of Spare Parts for use in connection with the Services so as not to adversely affect the performance of the Services.

(b) The Operator must maintain, protect and preserve all Spare Parts in proper working order and condition and in good repair in accordance with Good Industry Practice.

9.5 Maintenance Management Plan

(a) The Operator must develop and maintain a Maintenance Management Plan, detailing the Maintenance Work and servicing of all Assets.

(b) Scheduled Maintenance Work must be planned and managed and occur in periods of low activity in order to maintain the required availability of the Aircraft.

(c) The Operator must ensure that the Operator's Personnel, procedures, equipment, workshop facilities, parts and consumables associated with the maintenance of the Aircraft, conform to the maintenance data, any applicable Laws and Good Industry Practice.

(d) Each Aircraft must carry a current maintenance release, which is to be produced to an officer or an authorised representative of NSW Ambulance on request.

9.6 Scheduled progressive maintenance

(a) To allow the maximum use of the Aircraft and minimum "down time", the Operator must provide Scheduled Maintenance Work through a system of approved progressive maintenance of Aircraft, following the manufacturer's recommended maintenance system.

(b) In consultation with NSW Ambulance and where practical, such maintenance is to be undertaken in periods of low activity.

(c) A current copy of the CASA approved system of maintenance for each Aircraft type must be maintained by the Operator for NSW Ambulance throughout the Term.

(d) All records relevant to maintenance must be made available for inspection by NSW Ambulance on request.

(e) The Operator must observe at all times the limitations and inspection cycles on all components parts and the airframe of the Aircraft issued by manufacturers and CASA or any other authority governing the Aircraft and must not seek exemption from compliance with such limitations and inspection cycles unless forming a part of the Operator's system of maintenance or otherwise previously agreed in writing by NSW Ambulance.

9.7 Scheduled maintenance advice

(a) The Operator must advise NSW Ambulance in writing at least 30 days in advance of any planned Scheduled Maintenance Work to be undertaken by or on behalf of the Operator that is likely to exceed 20 hours for each Aircraft.

(b) Where it is necessary to adjust planned scheduled maintenance dates within the 30 day notice period any such adjustment must be made in consultation with, and with the prior approval of, NSW Ambulance.

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9.8 Scheduled major maintenance

(a) The Operator must schedule major Maintenance Work in periods of low activity in consultation with NSW Ambulance, usually on weekdays and weeknights. The Operator acknowledges that weekends and public holidays are periods of peak activity for NSW Ambulance and the peak activity for Aircraft positioned at NETS is generally on evenings without a weekend peak.

(b) Scheduled Maintenance Work downtimes must not occur on public holidays or periods of anticipated high demand (such as New Year's Eve) unless the extent of the maintenance is such that continuing operations through such periods is unavoidable.

(c) Short periods of Scheduled Maintenance Work where possible must occur outside of daylight hours, except where there is a safety imperative to conduct maintenance during daylight hours or by agreement with NSW Ambulance in low usage periods.

(d) The Operator must complete Scheduled Maintenance Work as soon as possible after the time that the Aircraft is presented for maintenance for that purpose, and in all cases must endeavour to complete the maintenance in the shortest practical time.

9.9 Unscheduled maintenance notification

(a) The Operator must advise NSW Ambulance immediately by the fastest possible means if an Aircraft is subject to unscheduled Maintenance Work in the form of a technical breakdown. Verbal notification must be immediately followed-up by written advice via email.

(b) Notification is required if, in the opinion of the attending engineer, the unscheduled Maintenance Work would result in the unavailability of the Aircraft for a period in excess of 15 minutes by day, or 30 minutes by night.

(d) If an operational or training Aircraft suffers an unserviceability rendering it unfit for its purpose, the Operator must return the Aircraft to service as soon as possible.

(e) If an Operational Aircraft becomes unserviceable for any reason, the Operator must arrange for a back-up Aircraft to be available as soon as possible but no later than within three hours after the unserviceability occurring.

(f) If the unserviceability occurs to an Aircraft at a location other than where a back-up Aircraft is located, the back-up Aircraft must be dispatched to the relevant operational location as soon as possible following the unavailability assessment.

9.10 Certificates, documents and manuals

(a) The Operator must ensure that current engineering/maintenance certificates, documents, and maintenance manuals in respect of the Aircraft and all ancillary equipment, are obtained and validly maintained at all times.

(b) In relation to engine, airframe and system of maintenance manuals or their equivalent, the Operator must maintain all on an approved electronic information system and maintain all currencies.

(c) Copies of particular certificates, documents and manuals must be provided to NSW Ambulance prior to the Date of Actual Handover, and current versions must be provided at any time requested by NSW Ambulance. Such certificates, documents and manuals include but are not limited to: 40

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(i) certificate of (maintenance) approval;

(ii) aircraft progressive maintenance schedule/system of maintenance for each type under Contract;

(iii) maintenance control manual;

(iv) maintenance procedures manual;

(v) approved minimum equipment lists;

(vi) certificates of registration;

(vii) certificates of airworthiness; and

(viii) current maintenance releases.

(d) The Operator must hold all appropriate engine, airframe and system maintenance manuals, or their equivalent on an approved information system, and maintain their currency.

(e) The Operator is responsible for maintaining the currency of all relevant maintenance documents and reference material.

9.11 Exemption approval

The Operator must observe at all times the limitations and inspection cycles on all component parts and the airframe of the Aircraft issued by manufacturers and CASA or any other authority governing the Aircraft and must not seek exemption from compliance with such limitations and inspection cycles unless forming a part of the Operator's system of maintenance or otherwise previously agreed in writing by the NSW Ambulance

9.12 Airworthiness directives, service bulletins, alert service bulletins and service letters

(a) The Operator is responsible for complying with all airworthiness directives, service bulletins, service instructions, etc., of CASA, the relevant national aviation authority (NAA), and the Aircraft manufacturers as required, including the updating and maintaining of all required documentation. This documentation must be provided to NSW Ambulance upon request.

(b) The Operator must provide a list of all manufacturers' field service documents applicable to the Aircraft, e.g. all CASA airworthiness directives or airworthiness directives from the relevant NAA, service bulletins, alert service bulletins and service letters, including airframe, engines, components and accessories, and any additional daily inspection requirements as they affect the Aircraft, and which have been issued during the calendar month past.

(c) The Operator must advise NSW Ambulance promptly of any urgent direction issued by CASA or a relevant NAA, which may affect either the certificate of airworthiness or the maintenance release of an Aircraft. Both non urgent and urgent directions must be notified to NSW Ambulance in writing within 24 hours after advice from the relevant authority. The Operator must consult with the NSW Ambulance in relation to the implementation of modifications, replacements and/or additions recommended in any non-mandatory field service documents.

(d) The Operator must provide a timetable for the implementation of mandatory modifications, replacements and/or additions as they arise, and where a decision has been made to implement non-mandatory modifications, replacements and/or additions, a timetable must also be provided. 41

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(e) In the event that NSW Ambulance notifies the Operator that the Aircraft is not in an airworthy condition, the Operator must repair and restore the Aircraft to an airworthy condition (as reasonably determined by NSW Ambulance) as soon as reasonably possible.

(f) The Operator must implement continuing airworthiness programs, or similar recommended programs by the Aircraft manufacturer, in a timely manner, except where NSW Ambulance has consented to a deferral.

9.13 Configuration changes

Without limiting any other provision of this Contract, the Operator must obtain approval from NSW Ambulance prior to making any configuration changes to an Operational Aircraft.

9.14 Operator's certificate of approval

The Operator must immediately inform NSW Ambulance in writing if its maintenance approval or the maintenance approval of any subcontractor is adversely affected by actions of the regulatory authorities, whether this relates to an Aircraft or otherwise.

9.15 Operator's account

(a) All Aircraft and Equipment maintenance and related activities, including servicing, inspections, rectification and repairs at all locations, are at the Operator's cost.

(b) All check or test flights involved to effect maintenance of the Aircraft, and any associated expenses, are at the Operator's cost.

10. Records and Reporting Requirements

10.1 Reporting

The Operator must maintain those financial and financial planning records that would ordinarily be maintained by a skilled and experienced operator of aircraft services comparable to the size, scope and complexity of the Services provided under this Contract.

10.2 Incident and accident reporting

(a) During the Term the Operator must immediately notify NSW Ambulance of:

(i) any Reportable Incident, accident or major defect in relation to an Aircraft;

(ii) any Reportable Incident, accident or major defect in relation to other aircraft operated by the Operator or its Associates;

(iii) details of all ground based work related accidents and incidents which have threatened or could potentially threaten Aviation Crew or Clinical Crew safety.

(b) Initial advice may be verbal but must be followed up in writing.

(c) If the Operator is required to submit an ATSB Aviation Accident or Incident Notification and/or the CASA Form 404 Major Defect Reporting, Defect Report (or the system in place at the time of the Date of Actual Handover) in connection with the Reportable Incident, accident or major defect (incident) in relation to any aircraft including Aircraft, the Operator must provide a copy to NSW Ambulance at the time of submission of the form.

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(d) In respect of Aircraft incidents, the Operator must undertake its in-house incident investigation in full collaboration with NSW Ambulance in accordance with NSW Ambulance incident investigation procedures. Where NSW Ambulance requirements are more onerous, or require a higher standard than, those of the Operator, those of NSW Ambulance take precedence.

(e) The Operator must keep NSW Ambulance informed of progress of any such incident investigation and within seven days after the accident, incident or major defect provide NSW Ambulance with a copy of the Operator's in-house Aircraft incident or accident report completed as per the Operator's safety management system requirements.

(f) Where the incident refers to aircraft that are not Aircraft, the Operator must keep NSW Ambulance informed on a regular basis of the progress of any incident investigation.

10.3 Airworthiness directive and field service reporting

The Operator must immediately notify NSW Ambulance and provide copies to NSW Ambulance of any urgent or immediately applicable manufacturers' field service documents including CASA airworthiness directives or airworthiness directives of the country of certification of the Aircraft which are applicable to the Aircraft.

10.4 Reporting

(a) The Operator must provide NSW Ambulance with information and reports about the level of service, the operation, activity, quality, safety and risk management, training currency for Aviation Crew and Clinical Crew and performance against KPIs in each case in accordance with the requirements of this Contract.

(b) Reporting must be provided monthly, commencing on and from the relevant Handover Date and in the format required by NSW Ambulance in Part E of Schedule 2 of the Specifications.

(c) The Operator must record activity data specified by NSW Ambulance in a database provided by NSW Ambulance for this purpose.

(d) NSW Ambulance will define the data points which must be recorded by the Operator and may change or add requirements during the Term.

(e) The Operator must ensure that any operational and safety risks identified during a shift are recorded by the Pilot in the database prior to the completion of the relevant Pilot's shift.

(f) The Operator must provide a daily flight time and mission record. The daily flight time and mission record must be filed electronically, each day for the previous day.

(g) NSW Ambulance may request that the Operator provide a written report on any matter that the NSW Ambulance considers may affect patient management, Clinical Crew safety or the ability of the Clinical Crew to execute their duties, whether operational or clinical.

(h) The Operator must provide a response to a request by NSW Ambulance under clause 10.4(g) for a report, in writing, within the timeframe specified by NSW Ambulance.

10.5 Compatibility of information systems

(a) Any financial, operational or other information, data, records or reports required to be provided to NSW Ambulance must be provided in a form which is compatible with the 43

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electronic data and records systems of NSW Ambulance current on the Date of Actual Handover, or such other form as otherwise notified by the NSW Ambulance to the Operator from time to time.

(b) The Operator must, at its sole cost and expense, install hardware, office equipment and software to enable its system to interact with the NSW Ambulance's data and records systems at all times.

11. Information and Access

(a) Without limiting any other provision of this Contract, the Operator must, on reasonable notice:

(i) supply to NSW Ambulance such information with respect to the Services as NSW Ambulance may from time to time require; and

(ii) ensure access to all information that NSW Ambulance may require, in the form required by NSW Ambulance, for the purpose of monitoring compliance by the Operator with its obligations under this Contract.

(b) The Operator must:

(i) ensure that NSW Ambulance (and any person authorised by NSW Ambulance) has direct access to any information, documents or material that in relation to the provision of the Services:

A. is maintained by a third party (including the Operator's Associates and including any NPO under clause 32.4A but excluding the Lessor); and

B. NSW Ambulance is entitled to have access to, or have copies of, from the Operator under this Contract; and

(ii) ensure that any contractual arrangements between the Operator or its Associates and any third parties (other than the Lessor) acknowledge NSW Ambulance's rights of access under clause 11(b)(i).

12. Inspection, rectification and audit procedure

(a) NSW Ambulance (and any person authorised by NSW Ambulance) may at any reasonable time and subject to this clause 12 on reasonable notice:

(i) enter or inspect any of the Assets, the Bases and any other premises (including Associate's including any NPO under clause 32.4A premises) where the Services are being carried out; or

(ii) observe or audit the Services;

and, if, as a result of considering the findings of any such inspection NSW Ambulance, acting reasonably, is of the opinion that an Asset or a Base does not comply with the Specifications applicable to it or is otherwise than in accordance with this Contract, or if an Aircraft or any of the other Asset is in an unsatisfactory or unsafe condition; or if any of the Equipment is not safely secured or fitted to an Aircraft; or if the Services are not being carried out with due diligence and care or in a safe, competent, skilful or professional manner, or if any other aspect of the Services is not in accordance with this Contract, the Operator must at its expense, upon receipt of written notice from NSW Ambulance, promptly modify, repair or replace the relevant Asset or Base and/or modify or remedy the non-compliance in the Services (as the case may be) to the satisfaction of the NSW Ambulance 44

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Representative and until so modified (and without limiting any other right of NSW Ambulance), the relevant proportion of the Monthly Payment shall not be payable from the date of the notification by NSW Ambulance.

(aa) Unless a work, health or safety issue or potential breach of Law is involved, notice will be no less than 2 Business Days. Where a work, health or safety issue or potential breach of Law is involved, minimal notice may be given.

(b) NSW Ambulance may, at its absolute discretion, conduct (or have a third party conduct) periodic aviation safety audits in relation to the Aircraft and other Assets, operational procedures, management, operations and maintenance systems and the Operator must co-operate with any such audit arranged by NSW Ambulance.

(c) Without limiting this clause 12, the Operator accepts that representatives of NSW Ambulance may also conduct on-site spot checks and daily compliance audits of Aviation Crew and maintenance crew.

(d) The Operator must cooperate with NSW Ambulance and must provide NSW Ambulance with every reasonable facility and other assistance necessary for any inspection or audit by NSW Ambulance or a third party, including providing access to any relevant systems, registers, manuals, records (including financial rewards), documents, plans and programs.

(e) Without limiting clause 10, the Operator must keep appropriate books of account, records, documentation and systems which evidences its performance of the Services and its compliance with this Contract and must make such documents available to NSW Ambulance or its nominee upon request.

(f) If the inspection or Audit under this clause reveals that information previously supplied to the NSW Ambulance was in any material respect inaccurate, the costs of the inspection must be borne by the Operator.

(g) The Operator is required to comply with the NSW Ambulance integrated risk and safety management system assurance plan including:

(i) submission of statements of assurance as detailed in the assurance plan;

(ii) submission of statements of assurance and associated supporting documentation as required by the assurance plan; and

(iii) access for NSW Ambulance to conduct audits and inspections as required by the assurance plan.

13. Project Plans

13.1 Purpose

The intended purposes of the Project Plans include:

(a) to demonstrate to NSW Ambulance that the Operator has the understanding, capacity and capability at all times to perform the Services safely and in accordance with the requirements of this Contract throughout the Term;

(b) to ensure that the Assets, Bases and Operator's Personnel comply with the requirements of this Contract;

(c) to define responsibilities, resources and processes for planning, performing and verifying that the Services satisfy the requirements of this Contract; and

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(d) to allow NSW Ambulance to understand how the Operator will achieve the performance outcomes specified in this Contract and otherwise fulfil its obligations under this Contract throughout the Term.

13.2 Draft Initial Project Plans

(a) Draft Initial Project Plans are included in Schedule 11.

(b) The draft Initial Project Plans are subject to negotiation in good faith by the parties with a view to being finalised and being incorporated into the Contract within 60 Business Days after 1 February 2015. Dates for performance of activities must not be altered without NSW Ambulance approval. The procedures in clauses 13.3 to 13.7 will apply except that the date for review by NSW Ambulance is as specified in this clause 13.2.

13.3 Updated Project Plans

The Operator must:

(a) review and, if necessary, update each Project Plan to take account of events or circumstances which will, or may, affect the Services relevant to the Project Plan, including:

(i) Variations;

(ii) relevant changes in Laws;

(iii) any breach or potential breach of the warranty in clause 13.4;

(b) without limiting clause 13.3(a), update each Project Plan annually.

(d) not update any Project Plan in a manner which makes NSW Ambulance's obligations under this Contract more onerous or increases any liability or potential liability of NSW Ambulance in connection with the Services; and

(e) ensure that any updated Project Plans:

(i) impose standards, levels of service, scope and requirements that are equal to, greater than or higher than those imposed by; and

(ii) provide an equal or greater level of detail than,

the initial versions of the Project Plans contained in the Schedule 11 (where applicable) and any version of the Project Plan which has been submitted to the NSW Ambulance Representative and the time specified in clause 13.5(a) has expired without the NSW Ambulance Representative having issued a notice under that clause during that time.

13.4 Fitness for purpose

The Operator warrants that each Project Plan will at all times be fit for its purposes.

13.5 Review of Project Plans

(a) The NSW Ambulance Representative may (but is not obliged to):

(i) review any Project Plan (including any updated Project Plan) submitted under this clause 13; and 46

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(ii) notify the Operator if, in the opinion of the NSW Ambulance Representative, the Project Plan does not comply with the requirements of this Contract (with detailed reasons),

within 20 Business Days following submission of the Project Plan to the NSW Ambulance Representative.

(b) If the Operator receives a notice in accordance with clause 13.5(a)(ii) the Operator must, within 20 Business Days, submit a revised Project Plan to the NSW Ambulance Representative whereupon the provisions of this clause 13.5 will reapply to the revised Project Plan.

13.6 NSW Ambulance may request updates

If:

(a) any Project Plan does not comply with the requirements of this Contract; or

(b) the Operator has not updated any Project Plan in accordance with the requirements of clause 13.3,

the NSW Ambulance Representative may by written notice request that the Operator amend or update the Project Plan specifying:

(d) the time within which such updating must occur (which must be reasonable, having regard to the amount of work required),

and the Operator must:

(e) amend or update the Project Plan as requested by NSW Ambulance to comply with the requirements of this Contract; and

(f) submit the amended or updated Project Plan to NSW Ambulance within the time specified under clause 13.6(d).

13.7 Implementation and compliance

The Operator must implement and comply with each Project Plan contained in Schedule 11 or:

(a) in relation to a Project Plan contained in Schedule 11 which has been updated since the Execution Date; or

(b) in relation to a Project Plan not contained in Schedule 11 in initial form,

which has been submitted to the NSW Ambulance Representative and the time specified in clause 13.6(d) has expired without the NSW Ambulance Representative having issued a notice under clause 13.5(a)(ii) during that time.

13.8 No amendment or update required

The Operator is not required to amend or update any Project Plan (including the Maintenance Management Plan) if the amendment or update may result in the Operator being in breach of, or unable to comply with, the requirements under the Lease, any PBH Agreement or any manufacturer warranties.

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14. Representatives

14.1 The NSW Ambulance Representative and the Operator's Representative

The NSW Ambulance Representative is authorised by NSW Ambulance to act on behalf of NSW Ambulance and the Operator's Representative is authorised by the Operator to act on behalf of the Operator in all matters relating to or in connection with this Contract other than any amendment to this Contract.

14.2 NSW Ambulance Representative as agent of NSW Ambulance

The NSW Ambulance Representative will give directions and carry out all its other functions under this Contract as agent of NSW Ambulance (and not as an independent certifier, assessor or valuer).

14.3 Compliance with Directions

(a) The Operator and the Operator's Representative must comply with any direction of NSW Ambulance or the NSW Ambulance Representative given or purported to be given under a provision of this Contract.

(b) Except where this Contract otherwise provides, NSW Ambulance or the NSW Ambulance Representative may give a direction orally but must as soon as practicable confirm it in writing.

(c) If the Operator or the Operator's Representative fails to comply with any direction under clause 14.3(a), the NSW Ambulance Representative may have the direction complied with by any person at the expense of the Operator. For the purposes of this clause, "direction" includes agreement, approval, authorisation, certificate, decision, demand, determination, direction, explanation, instruction, notice, notification, order, permission, rejection, request or requirement which NSW Ambulance or the NSW Ambulance Representative may make, give or issue under this Contract.

14.4 Meetings with NSW Ambulance Representatives

The Operator must participate in management/coordination meetings with the NSW Ambulance Representative and its nominees (which may include NSW Ambulance aviation consultant and senior management representatives) at 3 monthly intervals. The Operator will be required to minute the meeting, provide a meeting report to the NSW Ambulance Representative within 1 week after the meeting and retain the reports for the duration of this Contract.

15. Industrial Relations

15.1 Operator's Responsibility

The Operator will be responsible for the industrial relations management of the Operator's Personnel. The Parties acknowledge that it is a condition of this Contract essential to the satisfactory performance of the Services throughout the Term that the Operator must at all times promptly take the steps necessary to maintain good labour relations with the Operator's Personnel to the extent that such requirement is consistent with sound business practice.

15.2 Notice of claims

The Operator must keep NSW Ambulance informed of all industrial claims and industrial disputes affecting the Operator's Personnel and must use its best endeavours to settle the industrial claims or disputes. The Parties agree that they will fully consult with each other with

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respect to the resolution of all industrial claims and industrial disputes affecting the Operator's Personnel.

15.3 Information

The Operator must, whenever requested by NSW Ambulance, furnish to NSW Ambulance such details as are requested of rates of pay, benefits and conditions of employment for the Operator's Personnel engaged in the performance of the Services.

16. Intellectual Property

(a) The Operator must have:

(i) all appropriate licences of, or title to, all Intellectual Property that is required by it for the purpose of its obligations under this Contract;

(ii) subject to clause 16(i) the authority to assign or license (as the case may be) all Intellectual Property granted to NSW Ambulance under this Contract; and

(b) The Operator warrants that the performance of the Services will not infringe any rights, including any Intellectual Property or moral rights, of any person.

(c) Subject to clause 16(i) the Operator (irrevocably for all time and despite any termination of this Contract for any reason):

(i) to the fullest extent permitted by Law, assigns to NSW Ambulance all of the Operator's rights, title and interest in the Intellectual Property in or relating to the Contract Material, which assignment is effective immediately from the time the Contract Material is prepared or created; and

(ii) in respect of all other Intellectual Property in or relating to the Operator's Materials, the Assets and any other materials, documents, images, photographs and software relevant to the Services, grants to NSW Ambulance a permanent, perpetual, irrevocable, transferable, royalty-free, non-exclusive licence to use (and to sublicense others to use) the same for:

A. any purposes relating to the Services (including making any repairs to, maintenance or servicing of, or modifications to the Assets) or the provision of aeromedical rescue services more generally by NSW Ambulance or its contractors; and

B. the purpose of permitting any Step-in Party to exercise the Step-in Powers and any successor operator to provide the Services after the end of the Term;

which licence is effective immediately and will survive termination of this Contract on any basis.

(d) The Operator agrees to, and agrees to use reasonable endeavours to procure the cooperation of any third parties to, execute such further documents and do such further things (including assisting in relation to any litigation commenced by or brought against NSW Ambulance or its licensees, assignees or successors and their licensees, or any person authorised by it) as reasonably requested by NSW Ambulance (or its licensees, assignees or successors and their licensees, or any person authorised by it) to obtain, perfect, assert, enforce or defend its (or their) interest in, rights and consents to the assigned or licensed Intellectual Property (as

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the case may be) or any adaptation of it (or any part of the assigned or licensed Intellectual Property) (as the case may be) or of any such adaptation) or to prevent or obtain other remedies from others infringing any of those rights, interests and consents anywhere in the world.

(e) NSW Ambulance grants to the Operator a royalty free licence for the Term to use, only for the purpose of performing the Services, NSW Ambulance's Intellectual Property in respect of which NSW Ambulance has absolute title under clause 16(c)(i).

(f) The Operator indemnifies NSW Ambulance and its Associates against:

(i) all claims which may be brought or made against NSW Ambulance or its Associates by any person in respect of:

A. any actual infringement of Intellectual Property by the Operator or its Associates in the course of, or incidental to, performing any obligations under this Contract; and

B. a breach by the Operator of this clause 16; and

(ii) any claims against NSW Ambulance or its Associates, or Loss suffered or incurred by NSW Ambulance or its Associates, arising out of or in any way in connection with a breach by the Operator of this clause 16.

(g) The Operator:

(i) warrants that NSW Ambulance's use of the Intellectual Property or the Contract Material will not infringe any author's moral rights under the Copyright Act 1968 (Cth) or similar legislation in any jurisdiction; and

(ii) must indemnify NSW Ambulance and its Associates against any claims against, or costs, expenses, losses or damages suffered or incurred by NSW Ambulance arising out of, or in any way in connection with, any actual infringement of any author's moral rights under the Copyright Act 1968 (Cth) or similar legislation in any jurisdiction in connection with the Services or the Contract Materials.

(h) The Operator must not use any trademark or brand of NSW Ambulance or NSW Ministry of Health without NSW Ambulance's prior written approval.

(i) NSW Ambulance agrees that the Operator may not be able to assign any rights in Third Party IP. Where this is the position the Operator must promptly notify NSW Ambulance of this fact in writing and use reasonable endeavours to obtain the licence referred to in clause 16(c). The Operator must not agree on intellectual property rights with any third party which limits NSW Ambulance step in rights.

17. Law and Approvals

17.1 Approvals

The Operator will be responsible, at its own expense for obtaining, before the commencement of the Term, and for complying with, all Approvals that are necessary for the Operator to perform the Services and all ancillary operations, including any Approval necessary to enable the Operator to perform the Services within the Area of Operations and elsewhere as required.

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17.2 Air Operator's Certificate

The parties agree that:

(a) the person identified in Item 15 of Schedule 1 holds and must maintain, for the duration of the Term, an Air Operator's Certificate for the purpose of carrying out the Services; and

(b) the Services must be carried out in accordance with the Air Operator's Certificate referred to in clause 17.2(a) (including any conditions attached to the Air Operator's Certificate).

17.3 Compliance with Laws

The Operator must, in carrying out the Services, comply with (and ensure that its Associates comply with):

(a) all applicable Laws; and

(b) all instructions, practices and procedures as to the safety and welfare of the Operator's Personnel which NSW Ambulance may from time to time provide to the Operator.

17.4 Work health and safety

(a) The Operator must:

(i) comply with, and must ensure that its Associates comply with, the applicable WHS Legislation when providing the Services including the obligation under the WHS Legislation to, so far as is reasonably practicable, consult, co-operate and co-ordinate activities with NSW Ambulance and any other person who, concurrently with the Operator, has a work health and safety duty under the WHS Legislation in relation to the same matter; and

(ii) in performing the Services ensure, so far as is reasonably practicable, the health and safety of:

A. NSW Ambulance Personnel;

B. the Operator's Personnel; and

C. all other persons,

in connection with the performance of the Services.

(b) Without limiting the application of the WHS Legislation, the Operator acknowledges that to the extent that any NSW Ambulance Personnel:

(i) are located on the Operator's or its Associates' premises in relation to this Contract (including the Bases); and

(ii) whose activities in carrying out work in relation to this Contract are influenced or directed by the Operator,

such NSW Ambulance Personnel will be taken to be workers for the purposes of the applicable WHS Legislation.

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(i) it has given careful, prudent and comprehensive consideration to the work health and safety implications of the work to be performed by it under this Contract; and

(ii) the proposed method of performance of that work complies with, and includes a system for identifying and managing work health and safety risks which complies with all applicable legislation relating to work health and safety including the WHS Legislation.

(d) The Operator must:

(i) provide the Services in such a way that NSW Ambulance and NSW Ambulance Personnel are able to undertake any roles or obligations in connection with the Services; and

(ii) ensure that NSW Ambulance and NSW Ambulance Personnel are able to make full use of the Services for the purposes for which they are intended,

without NSW Ambulance or NSW Ambulance Personnel contravening any applicable legislation relating to work health and safety including the WHS Legislation, any applicable standards relating to work health and safety or any New South Wales Government or NSW Ambulance policy relating to work health and safety.

(e) Without limiting the Operator's obligations under this Contract or at Law, the Operator must, in connection with or related to the Services, provide, and must ensure that its Associates (including any subcontractor engaged in the operation or maintenance of the Aircraft (Aircraft O&M Subcontractor)) provide to the NSW Ambulance Representative:

(i) within 10 Business Days after a request by the NSW Ambulance Representative any information or copies of documentation requested by the NSW Ambulance Representative and held by the Operator or Subcontractor (as the case may be) to enable NSW Ambulance to comply with its obligations under the WHS Legislation;

(ii) in respect of:

A. the Operator or an Aircraft O&M Subcontractor, within 10 Business Days after receipt or submission of the notice, written communication or written undertaking by the Operator or Aircraft O&M Subcontractor (as the case may be); or

B. any other Associate, within 10 Business Days after a request by NSW Ambulance,

copies of:

C. all formal notices and written communications issued by a regulator or agent of the regulator under or in compliance with the WHS Legislation to the Operator or its Associate relating to work health and safety matters;

D. all formal notices issued by a health and safety representative of the Operator or its Associate, under or in compliance with the WHS Legislation; and

E. all formal notices, written communications and written undertakings given by the Operator or its Associate, to the 52

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regulator or agent of the regulator under or in compliance with the WHS Legislation; and

(iii) within 10 Business Days after a request by the NSW Ambulance Representative written assurances specifying that to the best of the Operator's or its Associates' (as the case may be) knowledge that it and its officers, employees, agents and contractors are compliant with:

A. the applicable WHS Legislation; and

B. any relevant or applicable approved codes of practice under the WHS Act except where the Operator complies with the WHS Legislation in a manner that is different from the relevant code of practice but provides a standard of work health and safety that is equivalent to or higher than the standard required in the code of practice,

and that the Operator or its Associate (as the case may be) has made reasonable enquiries before providing the written assurances.

(f) The Operator must ensure that if the WHS Legislation requires that:

(i) a person (including an Operator's Associate):

A. be authorised or licensed (in accordance with the WHS Legislation) to carry out any works at the workplace, that person is so authorised or licensed and complies with any conditions of such authorisation or licence; and/or

B. has prescribed qualifications or experience, or if not, is to be supervised by a person who has prescribed qualifications or experience (as defined in the WHS Legislation), that person has the required qualifications or experience or is so supervised; or

(ii) a workplace, plant or substance (or design), or work (or class of work) be authorised or licensed, that workplace, plant or substance (or design), or work (or class of work) is so authorised or licensed.

(g) If the Operator becomes aware of any intention on the part of a regulatory authority to cancel, revoke, suspend or amend an Approval relating to work health and safety, it must immediately notify NSW Ambulance giving full particulars (so far as they are known to it).

(h) Without limiting any other provision of this Contract, the Operator must give the NSW Ambulance Representative and any person authorised by the NSW Ambulance Representative access to:

(i) premises to conduct site inspections for the purpose of monitoring the Operator's compliance with any applicable Laws, Approvals or plans in connection with work health and safety; and

(ii) all internal and third party audit results in relation to work health and safety.

(i) The NSW Ambulance Representative may direct the Operator to take specified measures that the NSW Ambulance Representative considers reasonably necessary to comply with the applicable legislation relating to work health and safety including the WHS Legislation in relation to the provision of the Services. The Operator must comply with the direction unless the Operator demonstrates to the reasonable 53

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satisfaction of the NSW Ambulance Representative that it is already complying with the WHS Legislation in relation to the matter to which the direction relates or the direction goes beyond what is reasonably necessary to achieve compliance with the WHS Legislation.

(j) The Operator must not use Asbestos Containing Material in providing the Services and must not take any Asbestos Containing Material onto any NSW Ambulance premises or the Bases in connection with the Services.

(k) Unless the NSW Ambulance Representative otherwise agrees in writing, the Operator must:

(i) ensure that any deliverable provided to NSW Ambulance in connection with the Services does not contain a Problematic Substance; and

(ii) not use, handle or store a Problematic Substance on NSW Ambulance's premises or the Bases in connection with the Services.

(l) If a Notifiable Incident occurs involving NSW Ambulance Personnel or otherwise in connection with the Services or this Contract, the Operator must immediately report the incident to NSW Ambulance, provide NSW Ambulance with a copy of any notice provided to the relevant State or Territory regulator, provide NSW Ambulance with such other information required by NSW Ambulance to notify the regulator of the Notifiable Incident in accordance with the WHS Legislation and provide assistance to NSW Ambulance to undertake mandatory incident reporting.

(m) Without limiting the Operator's obligations under this Contract, the Operator must ensure that all subcontracts entered into in connection with the Services contain equivalent provisions to those set out in this clause 17.4 (other than clause 17.4(o)).

(n) In clause 17.4(o), the terms "principal contractor", "workplace" and "construction work" have the same meanings assigned to those terms in the WHS Legislation.

(o) To the extent that the Operator carries out any construction work in connection with the Services:

(i) NSW Ambulance:

A. engages the Operator as the principal contractor in respect of such construction work; and

B. authorises the Operator to have management and control of each workplace at which the Services are to be carried out and to discharge the duties of a principal contractor under the WHS Legislation; and

(ii) the Operator accepts the engagement as principal contractor and agrees to discharge the duties imposed on a principal contractor by the WHS Legislation.

(p) To the extent not prohibited by Law, the Operator must indemnify NSW Ambulance from and against any claims against NSW Ambulance, or Loss suffered or incurred by NSW Ambulance, arising out of or in any way in connection with the failure of the Operator to comply with WHS Legislation.

17.5 NSW Government Code of Practice for Procurement

In relation to performance of the Services, the Operator must at all times comply with the NSW Government Code of Practice for Procurement (January 2005), or any substitute for, or update to, such code as may be published by the NSW Government from time to time. 54

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18. Change in Law

18.1 Change in Law

The Operator will be entitled to compensation for a Change in Law in accordance with this clause 18 and Schedule 5.

18.2 Beneficial Change in Law

Where a Change in Law results in a Net Gain, the Operator must pay 50% of the amount of the Net Gain to NSW Ambulance.

18.3 Mitigation

The Operator must take all reasonable steps to reduce, mitigate, prevent or eliminate the effects of any Change in Law (including by putting in place temporary measures reasonably acceptable to NSW Ambulance).

18.4 Claim for compensation

To claim compensation in respect of a Change in Law, the Operator must:

(a) as soon as practicable, and in any event within 20 Business Days after the Operator became (or ought reasonably to have become) aware that the Change in Law became effective, give to NSW Ambulance a notice (Compensation Notice) setting out:

(i) reasonable details of the likely nature of the Change in Law;

(ii) reasonable details of the likely impact of the Change in Law on this Contract and the Services;

(iii) whether the Operator intends to claim compensation in accordance with this clause 18; and

(b) within 15 Business Days after giving the Compensation Notice, give NSW Ambulance full written details (including supporting documentation) of:

(i) the Net Loss claimed; and

(ii) the steps which the Operator has taken to reduce, mitigate, prevent or eliminate the effects of the Change in Law.

18.5 Request for information

NSW Ambulance may request, and the Operator must promptly provide, any information reasonably required by NSW Ambulance in relation to any matters contained in the Operator's notice under clause 18.4 or the impact of the Change in Law on the Services.

18.6 Net Loss or Net Gain

If:

(a) there is a Net Loss; and

(b) NSW Ambulance is satisfied that the Change in Law has occurred and is satisfied of the matters claimed in the Operator's notice under clause 18.4 (acting reasonably),

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NSW Ambulance must pay the Operator the portion of the Net Loss (if any) which NSW Ambulance is liable to pay as calculated in accordance with Schedule 5.

19. Payment

19.1 Invoice

(a) The Operator must give NSW Ambulance an invoice for payment of the Monthly Payment and any other amounts payable to the Operator (other than monthly Fixed Payment) within 5 Business Days after the final day of each month after the Date of Actual Handover. The monthly Fixed Payment may be invoiced on the first Business Day of the month.

(b) The invoice must:

(i) be in such format as may be reasonably required by NSW Ambulance;

(ii) show or be accompanied by a report that shows a detailed breakdown of the amount claimed by Base;

(iii) be a valid tax invoice for any taxable supplies to which the payment claim relates;

(iv) comply with the requirements of Schedule 4; and

(v) include such other evidence of the amounts claimed reasonably required by NSW Ambulance.

19.2 Payment

Subject to clause 12 or 19.4, NSW Ambulance must pay the amount of the invoice under clause 19.1 within 30 days after receipt of an invoice which complies with clause 19.1 from the Operator.

19.3 Currency

All invoices shall be in Australian dollars, and shall be paid to the Operator at the address set out in Item 3 of Schedule 1 or at any other address which the Operator advises in writing to NSW Ambulance.

19.4 Payment disputes by NSW Ambulance

If NSW Ambulance disputes in good faith its liability to pay any amount contained in an invoice, it may withhold payment of the disputed amount and must give the Operator written notice thereof as soon as possible. NSW Ambulance may continue to withhold payment of the disputed amount until the dispute is resolved.

19.5 Right to dispute

(a) Payment of an invoice shall not prejudice the right of NSW Ambulance to question or dispute the invoice.

(b) The making of any payment under this clause 19, shall not constitute:

(i) evidence of the value of the work or that work has been satisfactorily carried out in accordance with this Contract; 56

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(ii) an admission of liability; or

(iii) approval by NSW Ambulance or the NSW Ambulance Representative of the Operator's performance or compliance with this Contract.

19.6 Satisfactory evidence

NSW Ambulance may require the Operator to furnish evidence satisfactory to NSW Ambulance (acting reasonably) to support its liability to pay any amount claimed to be due and owing by NSW Ambulance under this Contract.

19.7 Records

Without limiting clause 10 or clause 12, the Operator must keep true and accurate accounts and records as required by this Contract with respect to the Services, and in such a manner and detail as to permit verification of the accuracy of any such record, including without limiting the foregoing, any invoice or other claim submitted by the Operator for payment by NSW Ambulance and must make such records available to NSW Ambulance or its nominee upon request.

19.8 Audit

(a) Without limiting clause 12, upon reasonable notice in writing to the Operator, NSW Ambulance may audit the Operator's accounts and records, insofar as they relate to an invoice under this Contract, at any time during the Term and for a period of 6 years after expiration thereof.

(b) Audits will be performed during business hours at the place where the accounts and records are maintained. NSW Ambulance may have any audit carried out by a nominee.

(c) If NSW Ambulance carries out an audit under this clause and the audit discloses any inaccuracy or error in an invoice or a claim or that an invoice or a claim cannot be verified, then NSW Ambulance is not liable under this Contract to pay the Operator the amount of such error or inaccuracy or which is not able to be verified.

(d) NSW Ambulance and the Operator must do everything necessary to correct any inaccuracy or error and the consequences of it as soon as possible after it is discovered. If the Operator is required to make payment to NSW Ambulance to correct the consequences of an error, interest calculated daily at the current Reserve Bank of Australia rate may be charged on the amount of such payment from the date on which the overpayment was made.

(e) If an audit discloses an error or an inaccuracy in an invoice or a claim of more than 5% in favour of the Operator the Operator must pay NSW Ambulance's costs of and incidental to the audit.

19.9 Liability

If NSW Ambulance becomes liable or there are circumstances which suggest NSW Ambulance may become liable in respect of any claim, fine or other amount whatsoever which under this Contract is the responsibility of the Operator, NSW Ambulance may give the Operator written notice of any such amount whereupon the Operator must pay the amount or satisfy NSW Ambulance that the amount need not be paid. If the Operator fails to pay or satisfy NSW Ambulance in accordance with this clause within 7 days after receipt of the written notice, NSW Ambulance may pay any such amount and set off the amount so paid against any amount payable to the Operator under this Contract.

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19.10 Set off

(a) NSW Ambulance may withhold, set-off or deduct from amounts which may be payable or which may become payable to the Operator:

(i) any amount due from the Operator to NSW Ambulance; and

(ii) any claim to money which NSW Ambulance may have against the Operator whether for damages or otherwise, under or arising out of or in connection with the Services or this Contract or any other Project Agreement.

(b) This clause 19.10 will survive termination of this Contract.

19.11 Conditions precedent to payment

NSW Ambulance is not obliged to make a payment under clause 19.2 unless the Operator has:

(a) provided an unconditional undertaking under clause 3.1(a);

(b) provided a deed of guarantee and indemnity under clause 3.2(a);

(c) effected the insurance required by clause 25.1(a), and (if requested) provided evidence of this to the NSW Ambulance Representative; and

(d) complied with clause 19.12.

19.12 Payment of workers and subcontractors

The Operator must upon request after each anniversary of the Execution Date provide NSW Ambulance with:

(a) a statutory declaration, together with any supporting evidence which may be reasonably required by NSW Ambulance's Representative, duly signed by the Operator or, where the Operator is a corporation, by a representative of the Operator who is in a position to know the facts declared, that, except to the extent disclosed in the statutory declaration (such disclosure to specify all relevant amounts and subcontractors) all subcontractors have been paid all moneys due and payable to them in respect of the Services in the form contained in Schedule 8;

(b) a written statement for the purposes of, and which complies with, section 127 of the Industrial Relations Act 1996 (NSW), section 175B of the Workers Compensation Act 1987 (NSW) and section 18(6) of Schedule 2 of the Payroll Tax Act 2007 (NSW), which is in the form contained in Schedule 8 and which covers the period covered by the relevant payment claim; and

19.13 Investment in Service Improvement Projects

(a) This clause applies without limiting or otherwise affecting NSW Ambulance's rights under clauses 12(a), 39 or 40 or otherwise.

(b) From the Date of Actual Handover, $50,000 (ex GST) for the Southern Region and Southcare Region will be withheld from each monthly payment of the Monthly Payment and paid by NSW Ambulance into the Service Improvement Project Retention Account until the balance of the Service Improvement Project Retention Account on [1 January] of each year of the Term stands at the Required Balance for the relevant year of the Term. As between NSW Ambulance and the Company, the

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$50,000 will be split on the basis of 7/8 for NSW Ambulance and 1/8 for the Company.

(c) At any time after the Date of Actual Handover, NSW Ambulance may direct the Operator to undertake a Service Improvement Project if NSW Ambulance determines that the Operator's performance against a KPI has been unsatisfactory.

(d) NSW Ambulance may direct the Operator to undertake one or more Service Improvement Projects at any time during the Term as relevant to the Operator's performance against a KPI being unsatisfactory. The total value of any Service Improvement Projects to be undertaken in any one year must not exceed the balance of the Service Improvement Project Retention Account as at 1 January of that year.

(e) NSW Ambulance may draw on the Service Improvement Project Retention Account for the purpose of funding Service Improvement Projects to be undertaken by the Operator.

(f) The Operator will be entitled to claim payment for each Service Improvement Project out of the Service Improvement Project Retention Account after NSW Ambulance is satisfied (acting reasonably) that the Service Improvement Project is complete or that designated milestones of the Service Improvement Project have been achieved.

(g) If NSW Ambulance draws on the Service Improvement Project Retention Account, a sum agreed between NSW Ambulance and the Operator will be withheld from subsequent Monthly Payments so that the Service Improvement Project Retention Account will hold the Required Balance at 1 January of the next year of the Term. If NSW Ambulance and the Operator fail to agree on the withholdings, NSW Ambulance may determine the amount and timing of such withholdings so as to achieve the Required Balance by the applicable date.

(h) Any interest earned on money standing to the credit of the Service Improvement Project Retention Account will be deposited in the Service Improvement Project Retention Account and may contribute to the Required Balance.

(i) NSW Ambulance must, no later than 20 Business Days after the end of the Term, pay the Operator all unallocated moneys then standing to the credit of the Service Improvement Project Retention Account.

19.14 Schedule 4 pricing update

Noting that the Operator's financier will be entering into hedging contracts and the Operator will be finalising foreign currency spot rates after the execution of this Contract on the Execution Date, the parties agree that pricing in Schedule 4 will be updated after the hedging contracts are entered into and the spot rates are confirmed. While the pricing model used in Schedule 4 will not be varied, Schedule 4 will be replaced by a Deed of Variation promptly after the pricing is finalised to reflect pricing obtained pursuant to the hedging contracts and final spot rates.

20. Taxation

20.1 Supply of Information

The Operator must supply and must arrange for its Associates to supply all information to NSW Ambulance in connection with the Services that may be necessary to enable NSW Ambulance to comply with the lawful demand for information by any government authority. In the event the Operator does not supply or arrange for any sub-contractor to supply such information and as a result a government authority imposes a tax or fine upon NSW Ambulance, the Operator must indemnify NSW Ambulance against any liability for such tax or fine.

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20.2 Liability

The Operator will be solely liable for and must pay when due and payable all taxes, levies and charges (including corporate tax, personal income tax, goods and services tax, fringe benefits tax, payroll tax, withholding tax, excise and import duties, consumption tax or any other taxes) which may be imposed on the Operator in relation to the Services, the provision of Equipment, Spare Parts, consumables or supplies or the payments made under this Contract, or imposed on the State of NSW as a direct consequence of and in connection with the Operator's provision of the Services under this Contract.

20.3 Indemnity

The Operator must indemnify and keep indemnified and hold harmless NSW Ambulance and its Associates in respect of all Loss arising as a result of or in connection with any failure by the Operator or its Associates to comply with this clause 20.

20.4 Withholding Tax

NSW Ambulance may, pursuant to any Law, rule, guideline or direction either withhold taxes on payments to be made to the Operator and pay over the same to the appropriate taxing authority or deduct the same or set off the same against payment due from NSW Ambulance. Unless the Operator satisfies NSW Ambulance that it is entitled to a reduction, the maximum amount of tax may be withheld.

20.5 Goods and Services Tax

(a) In this clause 20.5:

(i) words and phrases used in this clause 20.5 that are defined in the GST Act have the same meaning as in that Act except that:

A. GST has the meaning given in clause 1.1;

B. "Supplier" means a party who makes a supply whether on behalf of another entity or otherwise; and

C. "Recipient" means a party who provides or is liable to provide consideration under this Contract for a supply;

(ii) unless otherwise expressly stated, all consideration to be provided under any other provision of this Contract is exclusive of GST. Any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 20.5;

(iii) a reference to a supply is to a supply made under or in connection with this Contract;

(iv) any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 20.5;

(v) a reference to GST payable by the Supplier includes any GST payable by the representative member of any GST group of which the Supplier (or the entity on whose behalf the Supplier is acting) is a member; and

(vi) a reference to input tax credits to which an entity is entitled includes any input tax credits to which the representative member of any GST group to which that entity may belong is entitled.

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(b) Any payment or reimbursement required to be made under this Contract that is calculated by reference to an amount paid or incurred will be limited to the total amount less any input tax credit to which an entity is entitled for an acquisition to which the amount relates.

(c) Despite the other provisions of this Contract, if the Supplier is or becomes liable to pay GST in respect of any supply:

(i) the Recipient must pay to the Supplier an additional amount equal to the amount of that GST (GST Amount);

(ii) the Supplier must issue a valid tax invoice to the Recipient in respect of that supply; and

(iii) the GST Amount must be paid at the same time as the first part of any consideration is provided for that supply or on receipt of a valid tax invoice for the supply to which the additional amount relates, whichever is the later.

(d) If the GST Amount recovered by the Supplier from the Recipient under clause 20.5(c)(i) for a supply differs for any reason from the amount of GST paid or payable by the Supplier on that supply, then the Recipient must pay to the Supplier on demand (or the Supplier credit the Recipient with) the amount of that difference. If any adjustment event occurs in relation to a supply, the Supplier must give the Recipient an adjustment note within 7 days after the date of the adjustment event.

20.6 Stamp Duty

The Operator:

(a) must pay all stamp duties and any related fines and penalties in respect of the Project Agreements, the performance of the Project Agreements and each transaction effected by or made under the Project Agreements; and

(b) indemnifies NSW Ambulance against any liability arising from failure to comply with clause 20.6(a).

21. Variations

21.1 Variation Impact Request

(a) The NSW Ambulance Representative may at any time issue to the Operator a written document entitled "Variation Impact Request" (Variation Impact Request) setting out the details of a proposed Variation which NSW Ambulance is considering (including the date from which the Variation would take effect).

(b) NSW Ambulance will not be obliged to proceed with any Variation proposed in a Variation Impact Request.

21.2 Variation Impact Proposal

(a) Within 10 Business Days (or such longer period as the NSW Ambulance Representative may reasonably agree) after receipt of a Variation Impact Request, the Operator must provide NSW Ambulance with a proposal (Variation Impact Proposal).

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(b) The Variation Impact Proposal must set out detailed particulars of the Operator's view on:

(i) the Net Loss or Net Gain of the proposed Variation;

(ii) the basis (if any) on which the Operator is able to fund the Variation and the difference to the Net Loss or Net Gain, if the Operator, rather than NSW Ambulance, funds the Variation;

(iii) if the Variation is proposed to be carried out prior to the Handover Date, the effect which the proposed Variation will have on the Handover Date (including any extension of time required to the Handover Date);

(iv) the time within which the proposed Variation will be implemented;

(v) any Approvals required to implement the proposed Variation, and the effect of the proposed Variation on any existing Approvals;

(vi) the effects which the proposed Variation will have on the Operator's ability to satisfy its obligations under this Contract (including any warranties given by the Operator under this Contract);

(vii) any relief which is required from the Operator's obligations under this Contract to ensure that it is left in a no better and no worse position than it would be in if the Variation were not implemented; and

(viii) any other information requested by NSW Ambulance in the Variation Impact Request.

21.3 Further information

NSW Ambulance may request, and the Operator must promptly provide, any information reasonably required by NSW Ambulance in relation to any matters contained in the Variation Impact Request (including the calculation of the Net Loss or Net Gain).

21.4 Election by NSW Ambulance

Within 20 Business Days (or such longer period as NSW Ambulance reasonably requires, having regard to the size and complexity of the proposed Variation and whether any further information requested under clause 21.3 has been received) after receiving a Variation Impact Proposal, NSW Ambulance's Representative may:

(a) accept the Variation Impact Proposal;

(b) reject the Variation Impact Proposal; or

by written notice to the Operator (which in the case of clause 21.4(a) must be a Variation Order).

21.5 NSW Ambulance accepts Variation Impact Proposal

If NSW Ambulance accepts the Variation Impact Proposal in accordance with clause 21.4(a):

(a) the Operator must implement the Variation on the basis of the accepted Variation Impact Proposal; and

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if applicable:

(b) the Operator will be relieved of its obligations under this Contract to the extent specified in the Variation Impact Proposal (as accepted by NSW Ambulance); and

21.6 NSW Ambulance rejects Variation Impact Proposal

If NSW Ambulance rejects the Variation Impact Proposal in accordance with clause 21.4(b), NSW Ambulance may require that the parties consult in good faith and use their reasonable endeavours to agree on a mutually acceptable resolution to the matters set out in the Variation Impact Proposal which are in dispute.

21.7 Parties reach agreement

If the parties reach agreement on the disputed matters in the Variation Impact Proposal and NSW Ambulance directs the Operator to implement the Variation by issuing a Variation Order:

(a) the Operator must implement the Variation on the basis of the Variation Impact Proposal (as varied by the parties' agreement); and

if applicable:

(b) the Operator will be relieved of its obligations under this Contract to the extent specified in the Variation Impact Proposal (as varied by the parties' agreement); and

(c) the Handover Date will be extended as specified in the Variation Impact Proposal (as varied by the parties' agreement).

21.8 If parties fail to reach agreement

If the parties are unable to reach agreement within 20 Business Days after NSW Ambulance receives the Variation Impact Proposal, NSW Ambulance may refer the matter for dispute resolution in accordance with clause 45.

21.9 NSW Ambulance may direct that Variation proceed

(a) If NSW Ambulance refers the matter for dispute resolution under clause 21.8, NSW Ambulance may, provided that to do so does not contravene any Law or direction of an Aviation Authority, also direct the Operator to implement the Variation by issuing a Variation Order, whether or not any matters in dispute have been agreed in accordance with clause 45, and where the issue relates to patient or staff safety or patient clinical care.

(b) If NSW Ambulance issues such a Variation Order:

(i) any disputed matters will, until NSW Ambulance and the Operator otherwise agree or a determination is made in accordance with clause 45, be reasonably determined by the NSW Ambulance Representative. In making his or her determination, the NSW Ambulance Representative will:

A. assume that funding for the Variation will be provided by NSW Ambulance, unless the parties otherwise agree; and

B. determine all matters required to enable the Variation to be implemented;

(ii) the Operator must proceed to implement the Variation on the basis determined by the NSW Ambulance Representative (notwithstanding that 63

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any matters in dispute have not been agreed or determined in accordance with clause 45);

(iii) the Operator will be relieved of its obligations under this Contract to the extent specified in the Variation Order;

(iv) the Handover Date will be extended as specified in the Variation Order; and

(v) any necessary adjustments will be made following the determination of the dispute under clause 45 (where applicable).

21.10 NSW Ambulance options following determination

Following determination of the dispute referred to in clause 21 in accordance with clause 45, NSW Ambulance may, only if it has not already exercised its right under clause 21.9, elect to do either of the following:

(a) require the Operator to implement the Variation in accordance with the Variation Impact Proposal as varied by the determination; or

(b) withdraw the proposed Variation,

by written notice to the Operator (which in the case of paragraph (a) must be a Variation Order).

21.11 Operator to implement Variation

If NSW Ambulance gives a Variation Order pursuant to clause 21.10(a):

(a) the Operator must carry out the Variation described in the Variation Order on the basis of the Variation Impact Proposal (as varied by the determination, once made);

(b) the Operator will be relieved of its obligations under this Contract to the extent specified in the Variation Impact Proposal (as varied by the determination, once made); and

(c) the Handover Date will be extended as specified in the Variation Impact Proposal (as varied by the determination, once made).

21.12 Instruction to proceed

(a) Whether or not NSW Ambulance has issued a Variation Impact Request under clause 21.1 and whether or not the Operator has issued a Variation Impact Proposal under clause 21.2, the NSW Ambulance Representative may at any time, where in the opinion of NSW Ambulance an issue of safety to patients or NSW Ambulance Personnel or patient clinical care arises, instruct the Operator to implement a Variation by issuing a Variation Order. In these circumstances, the matters set out in clauses 21.2(b)(i), 21.2(b)(iii), 21.2(b)(iv), 21.2(b)(vi) and 21.2(b)(vii) will, until NSW Ambulance and the Operator agree otherwise or a determination is made in accordance with clause 45, be reasonably determined by the NSW Ambulance Representative.

(b) In making his or her determination, the NSW Ambulance Representative will:

(i) assume that funding for the Variation will be provided by NSW Ambulance, unless the parties otherwise agree; and

(ii) determine all matters required to enable the Variation to be implemented.

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(i) the Operator may refer the matter for dispute resolution in accordance with clause 45;

(ii) the Operator must proceed to implement the Variation on the basis determined by the NSW Ambulance Representative notwithstanding that the matters in dispute have not been agreed or determined in accordance with clause 45; and

(iii) any necessary adjustments will be made following any agreement or determination under clause 45.

21.13 Omissions

If a Variation omits any part of the Services, NSW Ambulance may carry out those omitted Services itself or by engaging another contractor.

21.14 Calculation and payment of Net Loss or Net Gain

The Net Loss or Net Gain of a Variation directed by NSW Ambulance under this clause 21 will be calculated and paid in accordance with Schedule 5.

21.15 No liability unless Variation Order

Subject to clause 43.1, the Operator will not be entitled to make any Claim against NSW Ambulance arising out of, or in any way in connection with, any Variation, except where the Operator is directed to implement a Variation pursuant to a Variation Order issued by NSW Ambulance under this clause 21.

21.16 Operator initiated Variation

The Operator may propose a Variation by giving a written notice with details of:

(a) the proposed Variation;

(b) the reason for the proposed Variation;

(d) the time within, and the manner in which, the Operator proposes to implement the proposed Variation;

(e) if the Variation is proposed to be carried out prior to the Handover Date, the effect which the proposed Variation will have on the Handover Date (including any extension of time required to the Handover Date);

(f) any Approvals required to implement the proposed Variation, and the effect of the proposed Variation on any existing Approvals;

(g) the effects which the proposed Variation will have on the Operator's ability to satisfy its obligations under this Contract (including any warranties given by the Operator under this Contract); and

(h) the value for money for NSW Ambulance arising from the Variation, including the proposed cost savings to be paid to NSW Ambulance.

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21.17 NSW Ambulance may approve or reject

(a) If the Operator gives a notice under clause 21.16, NSW Ambulance:

(i) may:

A. approve (with or without conditions) the proposed Variation in its absolute discretion by issuing a Variation Approval to the Operator; or

B. reject the proposed Variation in its absolute discretion; and

(ii) will be under no obligation to approve the proposed Variation for the convenience of, or to assist, the Operator.

(b) The parties agree that the conditions that may be imposed by NSW Ambulance may include a reduction in the Monthly Payment.

(i) the Operator must proceed to implement the Variation on the basis set out in the Variation Approval; and

(ii) the Operator will be relieved of its obligations under this Contract to the extent specified in the Variation Approval.

(d) If NSW Ambulance issues a Variation Approval under clause 21.17(a)(i)A with conditions:

(i) the Operator may proceed to implement the Variation on the basis set out in the Variation Approval, in which case the Operator will be relieved of its obligations under this Contract to the extent specified in the Variation Approval; or

(ii) the Operator may withdraw the proposed Variation if the Operator does not accept any of the conditions attached to the Variation Approval.

21.18 Operator to bear risks and costs

Unless:

(a) otherwise agreed in writing by NSW Ambulance; or

(b) where clause 21.9 or 21.12 applies

and subject to any matters set out in the Variation Approval, the Operator will:

(d) not be entitled to make any Claim against NSW Ambulance arising out of, or in any way in connection with, a Variation proposed by the Operator other than for the application of the Net Loss or Net Gain calculated in accordance with Schedule 5.

21.19 Restriction on variation to Aircraft

Notwithstanding anything else in this clause 21, neither the Operator nor NSW Ambulance may request a Variation in respect of an Aircraft if it may result in the Operator being in breach of, or unable to comply with, the requirements under the Lease, any PBH Agreement or any manufacturer warranties. 66

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22. Annual Contract Review

(a) Upon conclusion of each anniversary of the Execution Date, NSW Ambulance may within 60 days conduct a review of this Contract. The objectives of this review shall include, but not be limited to determining whether:

(i) this Contract, including the scope of Services to be provided, best meets the needs of NSW Ambulance;

(ii) any amendments or variations should be made to this Contract to improve delivery of the Services; and

(iii) this Contract should be extended, in accordance with the provisions of clause 2.

(b) The Operator must be available to participate in each such review and must make available such information as may be required by NSW Ambulance, at no cost to NSW Ambulance.

(d) The findings of each review will be made available to the Operator for comment within 45 days after the conclusion of each review.

(e) The Parties must co-operate in good faith to implement any variations to this Contract or Contract arrangements that arise from the review and that NSW Ambulance may consider desirable. Such variations will be dealt with in accordance with clause 21.

(f) Nothing in this clause will prevent any other reviews of Contract arrangements as NSW Ambulance may from time to time consider desirable.

23. Viability review

(a) Without limiting clause 12, NSW Ambulance or its nominee may from time to time review the financial capability of the Operator and its Associates to continue to provide the Services in accordance with the requirements of the Contract for the Term (Viability Review).

(b) The NSW Ambulance Representative may request any information it considers relevant (acting reasonably) for the purposes of the conducting a Viability Review and the Operator must comply with such request as soon as is practicable. It is acknowledged by NSW Ambulance that the Operator's Associates may not have all the information sought by NSW Ambulance. However, the Operator must use reasonable endeavours to obtain the information.

(c) The Operator must cooperate and must use reasonable endeavours to procure that its Associates cooperate with and assist NSW Ambulance or its nominees in conducting the Viability Review, including by providing information in relation to:

(i) the extent of any financial losses incurred by the Operator and its Associates;

(ii) the Operator's and its Associates' expectations regarding the continuation of those financial losses;

(iii) the events or circumstances giving rise to those financial losses; and

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(iv) any other information reasonably requested by the NSW Ambulance Representative in relation to the Viability Review.

(d) NSW Ambulance acknowledges that the Operator forms part of a group of companies that produce group financial accounts.

24. Indemnity

(a) The Operator must indemnify and forever keep indemnified NSW Ambulance and the State of New South Wales and their officers and employees (Indemnified Parties) from and against:

(i) any Loss incurred by the Indemnified Parties in respect of:

A. damage to, loss or destruction of (whether total or partial), any real or personal property belonging to NSW Ambulance; or

B. any claim against an Indemnified Party (including by another Indemnified Party) in respect of:

1) any illness, personal injury to, or death of, any person; or

2) damage to, loss or destruction of, or loss of use of or access to (whether total or partial), any real or personal property,

caused by, arising out of, or in any way in connection with the operation of the Aircraft by the Operator, breach of this Contract by the Operator, any Wilful Misconduct or any negligent or unlawful act or omission of the Operator including its Associates or Operator's Personnel; and

C. any Loss incurred by the Indemnified Parties arising out of or in connection with any breach by the Operator, the Operator's Personnel or the Operator's Associates of any Law, rule, order, standard, schedule, Approval or clearance.

(b) The Operator's Liability under clause 24 is reduced to the extent that any Loss is caused by:

(i) the Wilful Misconduct, unlawful or negligent act or omission of NSW Ambulance or its Associates, or

(ii) the acts or omissions of unrelated third parties where unrelated third parties are persons other than Operator Personnel or Operator Associates.

25. Insurance

25.1 Insurance

(a) Without limiting any responsibility of the Operator for the performance of the Services the Operator must, at its cost, effect before commencing the work and maintain or cause to be effected and maintained for the Term the following insurance or licence upon the following conditions:

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(i) Workers Compensation

Unless the Operator is a self -insurer under the applicable workers compensation legislation insurance, whether under statute or common law, and in compliance with all applicable Statutes relating to workers' compensation against any and all liability to its officers, employees, servants and agents in all States and Territories in which Services are being performed.

(ii) Public and products liability

Comprehensive public and products liability insurance to cover the liability of the Operator (including in relation to Operator liability arising from or caused by the acts or omissions including negligence of the Operator's contractors or subcontractors), whether owed under this Contract (including the obligation to indemnify under clause 24) or otherwise in respect of:

A. death or disease of, or bodily injury or illness to, any person; and

B. damage to, loss or destruction of, or loss of use of, real or personal property,

arising out of, or in connection with the Operator's performance of the Services under this Contract, or arising out of a breach of this Contract by the Operator or out of any negligent act or omission, or wilful or malicious act, of the Operator or of any servant or agent or subcontractor of the Operator (and extending to cover the vicarious liability of NSW Ambulance or NSW Ambulance Representative for the negligent acts or omissions of the Operator), with a limit of liability of not less than A$50,000,000 for each and every occurrence.

(iii) Motor Vehicles

Insurance under motor vehicle comprehensive policy covering any registered vehicle used by it or any other person in connection with the Services (whether owned, hired or leased by the Operator or its subcontractors) for:

A. loss or damage to each vehicle;

B. third party property loss or damage; and

C. third party bodily injury, illness or death caused by the use of any registered vehicles not required to be insured under compulsory third party insurance.

The limit of liability under the third party property section of the policy shall be not less than A$20,000,000 for each and every occurrence. Compulsory third party insurance howsoever named must be maintained by the Operator at all times with respect to any vehicles operating in connection with the performance of the Services.

(iv) Aircraft hull and hull war insurance

Aircraft "All Risk" hull and hull war insurance in respect of damage to or loss of any Aircraft up to the full replacement value thereof. This amount is to be recorded on the policy document.

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(v) Property

All risks property insurance covering:

A. the Bases (including hangars) and the Assets (other than the Aircraft) owned by the Operator or leased where the Operator is required to effect insurance under the lease;

B. any property of NSW Ambulance, AMSA or NETS in the care, custody or control of the Operator unless and to the extent that the liability of the Operator for the loss or damage of that property is insured under the insurance referred to in clause 25.1(a)(ii); and

C. all other property, plant and equipment in the care, custody or control of the Operator, its agents or subcontractors, material to the Operator's ability to perform its obligations under this Contract;

for the full replacement or reinstatement value of such insured property and including cover for consultant's fees, extra costs of reinstatement, and removal of debris. The insurance shall cover the Operator and NSW Ambulance, each for their respective interests in the property insured.

(vi) Aircraft liability and other liabilities

Aviation and aviation products liability insurance written on an occurrence basis with a limit of indemnity of not less than:

A. A$50,000,000 for each and every occurrence for aviation liability claims; and

B. A$50,000,000 for each occurrence and in the aggregate for all occurrences in any 12 month policy period for aviation products liability claims,

which covers:

C. the Operator and the Operator's Personnel; and

D. NSW Ambulance, NSW Ambulance Representative and NSW Ambulance's officers and employees,

for their respective liabilities (including to each other) for any:

E. loss of, damage to, loss of use of, any tangible property (including any property of NSW Ambulance in the care, custody or control of the Operator) to the replacement value of such property, unless that property is insured against the risks of loss and damage under the insurance referred to in clause 25.1(a)(v); and

F. bodily injury, disease, illness (including mental illness) or death of any person;

caused by, arising out of, or in connection with, the use, operation or ownership of any Aircraft to be used in the performance of this Contract. Such insurance must:

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G. cover the use, operation and maintenance of the Aircraft in terms which are wide enough to include all aviation activities and services to be provided by the Operator, the Operator's Personnel, officers, agents and subcontractors under this Contract;

H. not used;

I. not exclude claims arising from an alleged breach of duty owed in a professional capacity;

J. cover third party passenger liability;

K. cover claims by Operator Personnel including Pilots and Aircrewmen (except as covered by the insurance referred to in clause 25.1(a)(i)); and

L. include confirmation that the insurance complies with requirements of the Civil Aviation (Carriers Liability) Act 1959 (Cth).

(vii) Hangarkeeper's liability

Hangarkeeper's liability insurance written on an occurrence basis with a limit of indemnity not less than A$50,000,000 for each and every occurrence which covers the liability (including airside liability) of:

A. the Operator and the Operator's Personnel (including for liability arising from or caused by the acts or omissions including negligence of the Operator's subcontractors); and

B. NSW Ambulance, NSW Ambulance Representative and NSW Ambulance's officers and employees.

(viii) Additional insurance related to the Services as the Operator may require and such other insurances as may be required by the promulgated Laws of the State of New South Wales and/or the Commonwealth of Australia.

(b) The Operator shall ensure, without cost to NSW Ambulance, either that the policies of insurance required under clause 25.1 provide cover for its sub-contractors or that its sub-contractors effect and maintain similar policies of insurance which meet the requirements of this clause 25.

25.2 Insurance requirements

The policies of insurance required under clause 25.1:

(a) shall at the time they are effected and at each renewal date, be effected with financially secure insurers with the Required Rating or better, and approved by NSW Ambulance, which approval must not be unreasonably withheld; and

(b) shall be on terms approved by NSW Ambulance (which approval must not be unreasonably withheld).

25.3 Cancellation or Change

The Operator must ensure that NSW Ambulance is provided with at least 30 days' written notice (sent by registered mail) before any material change to, or cancellation of any insurance policy is effected.

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25.4 Named Insured

(a) Each policy of insurance under sub-clauses 25.1(a)(ii), 25.1(a)(iv), 25.1(a)(vi) and 25.1(a)(vii) inclusive shall include as a named insured NSW Ambulance and the NSW Ministry of Health to the extent of the liabilities required to be insured by the Operator under this Contract.

(b) All policies other than those under clause 25.1(a)(i) (Workers' Compensation) and 25.1(a)(iii) (Motor Vehicles) shall be endorsed to waive all express and implied rights of subrogation by the insurers against any named insured to the extent of the liabilities required to be insured by the Operator under this Contract.

(c) All policies (other than any policies under clause 25.1(a)(i) (Workers' Compensation) shall include a cross liability clause stipulating that the policies will apply in the same manner as though a separate policy had been issued to each named insured.

25.5 Claims

With the exception of a claim by the Operator against NSW Ambulance, if any event occurs which may give rise to a claim involving NSW Ambulance under any insurances effected pursuant to clause 25.1, the Operator shall notify NSW Ambulance within 14 days and shall ensure NSW Ambulance is kept fully informed of any subsequent action and developments concerning the claim.

25.6 Evidence

(a) Prior to the Execution Date, the Operator must provide NSW Ambulance with a list of all policies of insurance and with a certificate of currency of insurance from the insurers stating the insured parties, sum insured, insured risks, exclusions, deductibles, relevant endorsements and expiry date for each policy.

(b) During the Term, if requested by NSW Ambulance on reasonable notice, the Operator must provide NSW Ambulance access to review such policies at the Operator's offices in either Melbourne or Sydney, at a time reasonably convenient to both Parties, to enable inspection and taking notes for the purpose of confirming that the requirements of this Contract are met by those policies.

(c) Nothing in this sub-clause shall limit in any way the liability of the Operator to effect and maintain the insurances in accordance with this clause 25.

25.7 Deductibles

The Operator shall bear the cost of any excesses or deductibles under the policies of insurance except to the extent that the Operator or an insurer may recover all or a portion of the excess or deductible from a party that has caused or contributed to the event, circumstance or loss the subject of the insurance claim.

25.8 Indemnity

Any policies of insurance which the Operator fails to effect and maintain as required by this clause 25 may be effected by NSW Ambulance and, without prejudice to its other rights and remedies, any relevant premium costs and expenses may be deducted by NSW Ambulance from any amount due and payable to the Operator, or recovered as a debt due from the Operator to NSW Ambulance. The Operator must provide NSW Ambulance with all reasonable assistance and information without delay in order to allow NSW Ambulance to exercise this right.

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25.9 Full Benefit

(a) The Operator shall, in the event of any Loss, injury, damage or claim, do all things necessary to obtain the full benefit of the insurances effected pursuant to this Contract and shall give the insurer prompt written notice of any Loss or claim within the knowledge of the Operator. The Operator shall not do or omit to do anything which may provide grounds for an insurer to refuse, or reduce its liability for, payment of any claim made under any policy or which may otherwise prejudice the interests of any party named as an insured therein and indemnifies NSW Ambulance against any Loss NSW Ambulance may suffer as a result of doing or omitting to do any such thing.

(b) Neither failure to comply nor full compliance by the Operator with this clause 25 will limit or relieve the Operator of its liabilities and obligations under any other term of this Contract.

25.10 Risk of loss or damage

(a) As between NSW Ambulance and the Operator, subject to clause 25.10(b), the Operator is responsible for the care of, and bears the risk of loss, damage or destruction of the Assets and the Bases. As between the Operator and the owner, lessor or other interested party in relation to the Assets and Bases, the risk of loss, damage or destruction of the Assets and Bases will be as agreed between the parties.

(b) To the extent that the loss, damage or destruction arises from any of the following events:

(i) a breach of this Contract by NSW Ambulance; or

(ii) any fraudulent, negligent or other wrongful act or omission by NSW Ambulance or its Associates,

then NSW Ambulance must pay the Operator the substantiated reasonable cost of carrying out the reinstatement, repair or replacement.

25.11 Repair or reinstatement

(a) If the Operator becomes entitled to claim under any insurance policy as the result of any loss of, damage to or destruction of an Asset or Base, the Operator must diligently pursue such claim and keep NSW Ambulance notified of its progress in pursuing that claim.

(b) Unless NSW Ambulance agrees otherwise in writing, the Operator must apply the proceeds of any claim referred to in clause 25.11(a):

(i) to the repair of any damage to the Asset or Base where such repair is economic; or

(ii) to the replacement of the Asset or Base where the Asset or Base is irretrievably lost or stolen or is damaged beyond economic repair.

(c) If required by NSW Ambulance, the Operator must provide evidence to the reasonable satisfaction of NSW Ambulance that, if the Operator believes that:

(i) clause 25.11(b)(i) applies, repair of any damage to an Asset or Base is economic; and

(ii) clause 25.11(b)(ii) applies, the Asset or Base is irretrievably lost or stolen or is damaged beyond economic repair. 73

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(d) If NSW Ambulance is not reasonably satisfied with the evidence provided under clause 25.11(c), it may direct the Operator to apply the insurance proceeds in another reasonable manner.

(e) The Operator must keep NSW Ambulance fully informed of the progress of the reinstatement, repair and replacement activities.

25.12 Insurance proceeds account

(a) The Operator must:

(i) establish an account to be known as the Insurance Proceeds Account;

(ii) maintain that account in the name of the Operator with an ADI (as defined in the Personal Property Securities Act 2009 (Cth) of the Required Rating;

(iii) give details of that account to NSW Ambulance;

(iv) notify the ADI referred to in clause 25.12(a)(ii) (ADI) of the security interest over the Insurance Proceeds Account and the monies from time to time standing to the credit of that account and procure, and provide NSW Ambulance with a copy of, acknowledgement of that notice from the ADI;

(v) without limiting clause 25.12(e),upon the occurrence of a Termination Event or for the purpose of allowing NSW Ambulance to exercise its Step- In Rights:

A. ensure that NSW Ambulance may, by notice to the Operator and the ADI referred to in clause 25.12(a)(ii), take sole control (including as to withdrawal and operation) of that account; and

B. procure and provide NSW Ambulance with a copy of an acknowledgment of such control rights from the ADI; and

(vi) procure the agreement of the ADI referred to in clause 25.12(a)(ii) not to exercise any right of set off or combination of accounts in relation to the Insurance Proceeds Account.

(b) All insurance proceeds received under the insurances referred to in clauses 25.1(a)(iv) and 25.1(a)(v) must be deposited in the Insurance Proceeds Account.

(c) Subject to clause 25.12(e), moneys in the Insurance Proceeds Account may only be applied towards the cost of repair or reinstatement in accordance with clause 25.11.

(d) The Operator must give NSW Ambulance records of expenditure from the Insurance Proceeds Account within 30 Business Days after such expenditure.

(e) If this Contract is terminated under clauses 37.5 or 40, NSW Ambulance will be entitled to any moneys remaining in the Insurance Proceeds Account on the date of termination.

25.13 Insurance of Aircraft

Notwithstanding any other provision in this clause 25 but subject to clause 25.14:

(a) to the extent that, in respect of an Aircraft, compliance by the Operator with a particular requirement under this clause 25 would cause it to breach or fail to comply with a requirement under the Lease, the Operator shall be excused from complying with that particular requirement under this clause 25 if: 74

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(i) at all times the Operator has complied with all requirements under the Lease; and

(ii) the Operator complies with all requirements under clauses 25.1 to 25.12 of this agreement to the extent that it may do so without breaching or failing to comply with a requirement under the Lease;

(b) clause 25.13(a) will only operate to excuse the Operator from complying with the particular requirement under this clause 25 for the period during which the Operator would otherwise breach or fail to comply with the Lease; and

(c) without limiting clause 25.13(a), to the extent that the proceeds of insurance in respect of an Aircraft are applied in accordance with the requirements under the Lease, the Operator is not obliged to deposit those insurance proceeds in the Insurance Proceeds Account.

25.14 Notice to NSW Ambulance

(a) The Operator must notify NSW Ambulance if any change to insurance under the Lease is contemplated and the parties will negotiate clause 25.13 in good faith to ensure NSW Ambulance is not disadvantaged.

26. Exclusion of Consequential Loss

(a) Notwithstanding any other provision of this Contract, but subject to clause 26(b), in no event will either Party be liable to the other Party (in contract for breach of this Contract, under an indemnity, for debt, in tort including negligence, by way of strict or vicarious liability, under statute or otherwise according to Law or in equity) arising out of or in any way in connection with this Contract or the Services for:

(i) punitive or exemplary damages of any kind;

(ii) any loss of profit (actual or anticipated), loss of revenue, loss of reputation, loss or denial of opportunity, loss of production, loss of contracts, loss of goodwill or business interruption, loss of anticipated savings or benefits arising out of, or in connection with, this Contract; or

(iii) consequential or indirect losses, meaning (to the extent not otherwise specifically excluded in this clause 26(a)) losses such as may reasonably be supposed to have been in the contemplation of both Parties, at the time they entered into this Contract, as the probable result of breach of this Contract, but not including losses such as may fairly and reasonably be considered as arising naturally (that is according to the usual course of things) from the relevant breach of this Contract. For the avoidance of doubt clause 26(a)(iii) excludes consequential or indirect Losses within the meaning of the second limb of Hadley v Baxendale (1854) 9 Ex 341.

(b) Clause 26(a) does not limit liability:

(i) which:

A. cannot be limited at Law;

B. is due to a Party's Wilful Misconduct, fraud or criminal conduct; or

C. arises in connection with the Operator's abandonment of its obligations under this Contract;

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(ii) under clauses 16(f), 16(g), and 17.4(p).

(c) This clause 26 is not intended to limit the rights of the Operator to compensation in accordance with clause 41.2 (including to payments which the Operator is required to make to the Lessor under the Lease in connection with the termination of the leasing arrangements following the termination of the Contract).

27. Not Used 28. Warranties

(a) The Operator represents and warrants to NSW Ambulance as of the Execution Date that:

(i) it has full corporate power and authority to enter into this Contract and its obligations under the Project Agreements are valid and binding;

(ii) the execution, delivery and performance of the Project Agreements does not violate any Law, or any document or agreement to which it is a party or which is binding on it or any of its assets;

(iii) it subsists and is properly constituted;

(iv) it is not the trustee or responsible entity of any trust, nor does it hold any property subject to or impressed by any trust;

(v) it has no subsidiaries;

(vi) not used;

(vii) it is not in default of its material obligations under the Project Agreements;

(viii) it has not traded since its incorporation other than for the purposes of entering into the Project Agreements and has no liabilities other than those that have arisen in connection with entering into the Project Agreements;

(ix) Not used

(x) it does not have immunity from the jurisdiction of a court or from legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise);

(xi) there has been no material change in the financial condition of the Operator (since its incorporation) or the Guarantor which would prejudice the ability of the Operator to perform its obligations under the Project Agreements;

(xii) the most recently published financial statements of the Guarantor has been prepared on a basis consistently applied and using accounting principles which are generally accepted and give a true and fair view of the financial condition of the Guarantor and are unqualified for the period in question;

(xiii) it is not in default under a Law, regulation, official directive, instrument, undertaking or obligation affecting it or its assets;

(xiv) there is no pending or threatened Industrial Action, legal action or proceedings affecting it or its assets; and

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(xv) all information it has provided to NSW Ambulance in connection with the Project Agreements or transactions contemplated by them is complete and accurate and includes all material facts necessary to make the information (taken as a whole) complete and accurate.

(b) On the Execution Date and each anniversary of the Execution Date the Operator also represents and warrants to and undertakes with NSW Ambulance that the foregoing representations and warranties will be true and accurate throughout the Term of this Contract with reference to the facts and circumstances existing from time to time.

29. Financial reporting and information

29.1 Financial reports

(a) Not later than 4 months after the end of each financial year, the Operator must :

(i) give NSW Ambulance unconsolidated audited financial statements for the previous financial year for the Operator;

(ii) give NSW Ambulance the audited financial statements for the previous financial year of any consolidated entity of which the Operator forms part; and

(iii) use reasonable endeavours to obtain and give NSW Ambulance the audited financial statements for the previous financial year of any counterparties to Key Contracts.

(b) Each of the documents to be provided to NSW Ambulance in accordance with this clause 29.1 must be accompanied by a certificate signed by two authorised officers of the relevant entity certifying that the information provided is accurate, complete and correct in all respects.

(c) The Operator must prepare (or procure the preparation of) the accounts and financial statements required under this clause 29.1 in compliance with Law and, without limitation, in accordance with the accounting principles generally accepted in Australia and consistently applied.

29.2 Access to information

Without limiting any other provision of this Contract:

(a) NSW Ambulance may at any time on reasonable notice notify the Operator that it requires access to any information held by the Operator or its Associates which relates to the Services;

(b) upon receipt of a notice under clause 29.2(a), the Operator must immediately provide NSW Ambulance (and any person authorised by NSW Ambulance) with access to, or a copy of, the required information, except to the extent that the information is subject to legal professional privilege; and

(c) NSW Ambulance (and any person authorised by NSW Ambulance) may review, copy, retain or otherwise deal with such information.

30. Subcontracting

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(a) Unless the NSW Ambulance Representative approves otherwise in writing, the Operator must contract with the persons set out in Items 12 and 14 of Schedule 1 in respect of the relevant parts of the Services set out in Item 14 of Schedule 1.

(b) Subject to clause 30(a), the Operator must not without the NSW Ambulance Representative's prior written approval (which must not be unreasonably withheld or delayed):

(i) subcontract or allow a subcontractor to subcontract any part of the Services; or

(ii) allow a subcontractor to assign a subcontract or any payment or any other right, benefit or interest there under.

(c) The Operator must, where requested by the NSW Ambulance Representative, provide NSW Ambulance with copies of any subcontracts for any parts of the Services.

(ca) NSW Ambulance acknowledges that the Operator may also use suppliers in the performance of Services. Suppliers will not be subcontractors for the purpose of this Contract. Categories of suppliers will be identified in Item 18 of Schedule 1.

(d) Except where this Contract otherwise provides, the Operator will be liable to NSW Ambulance for the acts, defaults and omissions of subcontractors (including Nominated Subcontractors) or suppliers and employees and agents of subcontractors or suppliers as if they were those of the Operator.

(e) If Item 12 of Schedule 1 includes a list of one or more Nominated Subcontractors for particular work or services, the Operator must subcontract that work or those services to the relevant Nominated Subcontractor.

(f) None of the following:

(i) the naming in this Contract of any subcontractors or the inclusion in this Contract of a list of Nominated Subcontractors;

(ii) any approval given by the NSW Ambulance Representative under clause 30(b);

(iii) the subcontracting of any work to or by a subcontractor; or

(iv) the termination or rescission of a subcontract, or

(v) the engagement or use of any supplier,

will relieve the Operator from any liability or obligation under this Contract.

(g) The Operator is responsible for the Services notwithstanding that the Operator has subcontracted the performance of any part of Services or engaged any supplier.

(h) Nothing in this Contract renders NSW Ambulance liable to the Operator for the performance, non-performance, default or selection of the subcontractors (including the Nominated Subcontractor).

(i) To avoid doubt, the Lessor is not taken to be a subcontractor of the Operator as a result of the entry into the Lease or other arrangements (including any PBH Agreement) in respect of the Lease or the Aircraft.

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31. Key Contracts

(a) Without limiting clause 30(b), the Operator must not enter into a Key Contract unless:

(i) Subject to clause 31(i) and clause 31(j) NSW Ambulance has first entered into a Key Contract Side Deed substantially in the form of Schedule 17 for that Key Contract; or

(ii) NSW Ambulance notifies the Operator in writing that it does not require a Key Contract Side Deed in respect of the Key Contract.

(b) The Operator must notify NSW Ambulance before entering into any contract which does not meet the criteria in paragraphs (a) - (e) of the definition of Key Contract but which it reasonably believes NSW Ambulance may wish to designate as a Key Contract.

(c) If the Operator has entered into a contract and the contract is subsequently designated by NSW Ambulance as a Key Contract, taking into account but not limited to the criteria set out in Schedule 14 the Operator:

(i) will not be in breach of its obligations under clause 31(a); and

(ii) must use reasonable endeavours to procure each counterparty to the Key Contract to enter into a Key Contract Side Deed as soon as possible.

(d) The Operator must cooperate in the implementation of the Key Contract Side Deeds and agrees to novate any Key Contract where required under the applicable Key Contract Side Deeds.

(e) The Operator must not, except with the consent of NSW Ambulance, which must not be unreasonably withheld or delayed:

(i) materially amend or supplement, or consent to any material amendment or supplement of;

(ii) expressly or impliedly waive, or extend or grant time or indulgence regarding, any material provision of or material obligation under;

(iii) create or allow to exist any Security Interest over;

(iv) assign, transfer, dispose of, part with possession of, create or allow any interest in, or otherwise deal with, its rights under, or interest in;

(v) avoid, release, surrender, terminate, rescind, discharge (other than performance) or accept the repudiation of;

(vi) suspend the performance of any of its obligations under; or

(vii) do or permit anything that would enable or give grounds to another party to do anything referred to in clause 31(e)(v) or 31(e)(vi) in relation to,

a Key Contract.

(f) The Operator may terminate a Key Contract if NSW Ambulance is reasonably satisfied that:

(i) it is no longer necessary for the Operator to have the benefit of the Key Contract; or

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(ii) the Operator has made adequate alternative arrangements to ensure the continuity of the Services.

(g) The Operator must, for any Key Contract, as soon as practicable:

(i) notify NSW Ambulance if it receives any notice of any assignment, transfer, Security Interest, execution or other dealing regarding the Key Contract;

(ii) provide a copy to NSW Ambulance of any notice given or received by it amending, terminating or suspending any services under, the Key Contract; and

(iii) notify NSW Ambulance (to the extent that it is aware) of:

A. any breach by any party to the Key Contract of any of its material obligations under the Key Contract;

B. the occurrence of any event of default, termination event or similar event (whatever called) under the Key Contract; or

C. any other event or circumstance which, alone or with the giving of notice or passage of time or both, would entitle a party to the Key Contract to terminate or rescind it or treat it as repudiated or suspend a party's performance of obligations under it.

(h) The list of Key Contracts in Schedule 14 must be updated whenever there is a change in Key Contracts.

(i) A Related Body Corporate to the Operator will acquire a simulator for use in providing the Services. This Related Body Corporate will sign a Key Contract Side Deed substantially in the form of the Key Contract Side Deed in Schedule 17 promptly after the simulator is acquired.

(j) The parties agree to use best endeavours to negotiate Key Contract Side Deeds with the Base owners and Total Aerospace Solutions as identified in Schedule 14, substantially in the form of the Key Contract Side Deed at Schedule 17 by 1 April 2015, unless another date is agreed. The provision of the Key Contract Side Deeds will be one of the Acceptance Tests relevant to Handover of the relevant Base.

32. Restrictions

32.1 Assignment

(a) The Operator may not without NSW Ambulance's prior written approval (including terms), which approval will not be unreasonably withheld or delayed, assign, transfer, mortgage, pledge, charge or otherwise encumber a Project Agreement or any payment or any other right, benefit or interest of the Operator thereunder.

(b) In considering any request from the Operator for consent to a proposed assignment of a Project Agreement, NSW Ambulance may, acting reasonably, have regard to such matters as it considers appropriate, including without limiting the generality of the foregoing:

(i) the proposed assignee's financial circumstances and those of the guarantor of the proposed assignee (such guarantor being required by NSW Ambulance);

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(ii) the proposed assignee's ability to perform the Operator's obligations under the Project Agreement and to provide the Services in conformity with this Contract;

(iii) the business acumen and performance record of directors of the proposed assignee, including criminal record checks;

(iv) the proposed assignee's personnel and its proposed base facilities, aircraft and equipment;

(v) whether the Operator has committed any breach of a Project Agreement and whether such breach is subsisting; and

(vi) the proposed assignee's experience in providing services similar to the Services.

(c) NSW Ambulance may require the Operator to provide it with such information and documentation in respect of the proposed assignee as NSW Ambulance reasonably requires to consider the request to assign a Project Agreement. If the Operator does not provide the information or documentation requested by NSW Ambulance, NSW Ambulance may refuse its consent to the assignment.

(d) NSW Ambulance may give its consent to an assignment subject to conditions, including a condition that NSW Ambulance, the Operator, the Guarantor, the proposed assignee and any guarantor of the assignee enter into a suitable deed at the cost of the Operator and prepared by NSW Ambulance, in respect of the assignment, which deed will provide, inter alia, that the assignment does not operate to release the Operator and the Guarantor from liability under this Contract and the deed of guarantee and indemnity for breach of this Contract prior to the date of the assignment.

32.2 Restrictions on dealings with the Assets and Bases

(a) On the Execution Date and each anniversary of the Execution Date the Operator warrants that there are no Security Interests over any of the Assets and Bases, other than those identified in Schedule 12.

(b) The Operator must not:

(i) create, permit or suffer any Security Interest over;

(ii) lease, licence, transfer, assign, sell, part with possession of, or otherwise deal with; or

(iii) operate or use, or permit any other person to operate or use,

any of the Assets or the Bases, except as otherwise approved in writing by NSW Ambulance and except for any Security Interest created by the Operator, or which exists, in favour of the Lessor. NSW Ambulance acknowledges that the Operator has or will enter into the Lease and the leasing of the Aircraft under the Lease is expressly permitted.

32.3 Restrictions on business

The Operator must not conduct any business other than the Services and the performance of its obligations and the exercise of its rights under this Contract without NSW Ambulance's prior consent, which will not be unreasonably withheld. 81

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32.4 Restrictions on revenue and use of Assets and Bases

(a) The Operator may only derive revenue or other returns from:

(i) payments received from NSW Ambulance under this Contract;

(ii) interest or other returns on monies held by or on behalf of the Operator;

(iii) other activities contemplated by this Contract; and

(iv) activities approved in writing by NSW Ambulance, which approval will not be unreasonably withheld.

(b) Subject to clause 32.4(c) and 32.4(d) the Operator must not use the Bases or Assets for any purpose other than provision of the Services without NSW Ambulance's prior consent, which consent may be granted in NSW Ambulance's absolute discretion and with or without conditions (and if consent is granted and that consent relates to use of an Aircraft, the flying hour payment described in Schedule 4 will not be payable for any period for which any Aircraft is being used for other purposes).

(c) The ACE Training Centre may be used as a third party training facility in accordance with an operating agreement between NSW Ambulance and the Operator. Third party revenue will be distributed in accordance with the Schedule 19 term sheet which will form the basis for the negotiation of an agreement between the Operator and NSW Ambulance. The negotiations will occur in good faith prior to the Handover Date for the first Base.

(d) The Operator is permitted to charge Northern NSW Helicopter Rescue Service Pty Ltd ABN 44 168 479 687 for maintenance on aircraft used to provide services for NSW Ambulance in the Northern Region.

(e) The Operator is permitted to derive sponsorship revenue. Third party sponsorship revenue will be addressed in accordance with the Schedule 20 term sheet which will form the basis for the negotiation of an agreement between the Operator and NSW Ambulance. The negotiations will occur in good faith prior to the Handover Date for the first Base.

32.4A Community fundraising support obligations

(a) The Operator must use reasonable endeavours in the thirty six (36) months after the Execution Date or such other date agreed by the parties to work with a Non-Profit Organisation which:

(i) is community-based;

(ii) has DGR status;

(iii) is registered with the Australian Charities and Not-for-profits Commission as a charity

(NPO).

(b) The Operator must ensure that any NPO with which it works :

(i) is approved by NSW Ambulance prior to the Operator commencing to work with it;

(ii) uses reasonable endeavours to raise funds for the acknowledged purpose (which may be communicated to the public) of defraying the costs to NSW Ambulance of procuring the provision of the Services (Purpose); 82

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(iii) complies at all times with NSW Sponsorships Policy PD2005_415 found at: http://www0.health.nsw.gov.au/policies/PD/2005/pdf/PD2005_415.pdf and the NSW Health Fundraising Policy PD2009_067 http://www0.health.nsw.gov.au/policies/pd/2009/pdf/PD2009_067.pdf ;

(iv) reports to the Operator at least quarterly in a manner which complies with all Law for all funds received for and on account of the Purpose (NPO Funds);

(v) distributes the NPO funds to NSW Ambulance or its nominee as per directions from the Operator in accordance with an agreed business plan (if any). To this end the likely nominee will be the NSW Ambulance DGR fund, to be advised to the Operator by NSW Ambulance by 1 April 2015, unless another date is agreed; and

(vi) works with the Operator on the basis of written terms which are acceptable to NSW Ambulance and which include, without limitation, that the NPO maintains records in accordance with the Operator's requirements under this Contract and a provision that the working relationship may be terminated for convenience by the Operator on the giving of up to 30 days written notice.

(i) report to NSW Ambulance on a quarterly basis, in a form and manner acceptable to NSW Ambulance in its sole discretion, for all NPO Funds received in the preceding quarter;

(ii) use best endeavours to require that the NPO distributes the NPO funds to NSW Ambulance or its nominee as requested by NSW Ambulance or its nominee; and

(iii) if requested in writing by NSW Ambulance, terminate the engagement of the NPO forthwith (and no later than 30 days) in accordance with the provisions of the written engagement of the NPO relating to termination for convenience.

(d) The Operator must deliver a social engagement strategy in accordance with Schedule 16 (Social Capital Plan).

32.5 Change in Control

(a) The Operator must:

(i) give NSW Ambulance reasonable prior notice of a proposed Change in Control in relation to the Operator or the Guarantor; and

(ii) not permit any Change in Control in relation to the Operator or the Guarantor without NSW Ambulance's prior written consent (which in either case must not be unreasonably withheld).

(b) NSW Ambulance will be deemed to be acting reasonably if it withholds its approval to a proposed Change in Control of the Operator or the Guarantor where NSW Ambulance is of the reasonable opinion that:

(i) the Operator has not provided it with full details of the proposed Change in Control and any further information reasonably requested by NSW Ambulance;

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(ii) the person or entity proposed to exercise Control of the Operator or the Guarantor:

A. is not solvent and reputable; or

B. has an interest or duty which conflicts in a material way with the interests of NSW Ambulance or is involved in a business or activity which is incompatible with, or inappropriate, in relation to, the Services; or

(iii) in relation to a Change in Control of the Operator, as a result of the proposed Change in Control, the Operator will no longer:

A. have sufficient expertise and ability; or

B. be of sufficiently high financial and commercial standing,

to properly carry out its obligations under this Contract.

(c) NSW Ambulance's approval of a Change in Control of the Operator or the Guarantor will not relieve the Operator of any of its obligations under this Contract.

32.6 Constituent document

The Operator must not, except with the consent of NSW Ambulance, which will not be unreasonably withheld or delayed:

(a) amend or supplement, or consent to any amendments or supplement of; or

(b) expressly or impliedly, waive, or extend or grant time or indulgence regarding, any material provision of, or material obligation under,

any of the following documents:

(d) any shareholder agreement relating to the shares in the Operator,

if such amendment, supplementation, consent, waiver, extension or grant of time or indulgence would adversely impact on the provision of the Services.

33. Non-Disclosure of Confidential Information

(a) Not used.

(b) Subject to clause 33(h), a Party must keep confidential, and ensure that its Associates keep confidential, all Confidential Information of the other Party except where the Confidential Information is:

(i) required or authorised to be disclosed by Law, court order or stock exchange requirements;

(ii) disclosed by NSW Ambulance in response to a request by the relevant Minister and his or her advisers, a House of the Parliament of New South Wales or a Parliamentary committee relevant to NSW Ambulance or the NSW Auditor General;

(iii) generally available to the public; or

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(iv) in the possession of the Party without restriction in relation to disclosure before the date of receipt by that Party.

(ba) A Party may disclose Confidential Information to the Party's Associates, solicitors, auditors, financiers or prospective financiers, insurers or advisers provided that appropriate confidentiality arrangements are maintained.

(c) A Party must ensure that Confidential Information accessed or held by it in connection with the Project Agreements is protected against loss and against unauthorised access, use, modification, disclosure or other misuse in accordance with reasonable procedures for that purpose, and that only authorised persons have access to the Confidential Information.

(d) A Party must use the other Party's Confidential Information held in connection with this Contract only for the purposes of fulfilling its obligations under the Project Agreements.

(da) The Operator must indemnify NSW Ambulance against any Loss arising out of or in connection with the Operator's breach of confidence.

(e) The Operator must ensure its employees, agents and sub-contractors are made aware of and comply with the provisions of all legislation relating to the disclosure of information, including the Health Administration Act 1982 (NSW) and the Health Records (Privacy and Access) Act 1997 (ACT).

(f) Subject to clause 33(g) the Operator agrees not to release Confidential Information to the media or make comments to the media in relation to the Services, and the Operator must ensure that the Operator's Personnel do not release Confidential Information to the media or make comments to the media in relation to Services.

(g) Any comments, audio, video footage or information the Operator wishes to release to the media must be approved by NSW Ambulance for release before any such release occurs. Any information approved by NSW Ambulance for release to the media by the Operator, shall be dealt with in accordance with reasonable relevant instructions and guidelines issued from time to time by NSW Ambulance.

(h) Without limiting any other rights of NSW Ambulance, the Operator acknowledges and agrees that disclosures regarding the Services and the Project Agreements by NSW Ambulance may be required:

(i) under the Government Information (Public Access) Act 2009 (NSW) or any similar or replacement legislation; or

(ii) to satisfy the disclosure requirements of the Auditor General or to satisfy the requirements of Parliamentary accountability.

(i) The Operator must, at its own cost and expense, use all reasonable endeavours to assist NSW Ambulance in meeting its obligations under clause 33(h).

(j) To avoid doubt NSW Ambulance may provide Operator Confidential Information that is relevant to ensuring Service delivery, in the event of a step-in under clause 38, to NSW Ambulance or its nominee. Any such nominee must sign a Confidentiality Agreement in the form of Schedule 15.

34. Privacy of Personal Information

(a) Without limiting the Operator's obligations pursuant to clause 33, the Operator must comply with the Privacy and Personal Information Protection Act 1988 (NSW) (PPIPA) as if it were a public sector agency and the Privacy Act 1988 (Cth), the

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Health Records and Information Privacy Act 2002 (NSW) and any NSW Health privacy policies issued by NSW Ambulance or NSW Ministry of Health and notified to the Operator in respect of its handling of personal information.

(b) The Operator must ensure that all Operator's Personnel are aware of the obligations imposed by this Contract in relation to personal information.

(c) The Operator must ensure that any Operator's Personnel requiring access to any personal information held in connection with this Contract makes an undertaking in writing in a form prescribed by NSW Ambulance to not access, use, disclose or retain personal information except in performing their duties of employment or contractual obligations and is informed that failure to comply with this undertaking may be a criminal offence and may also lead the Operator to take disciplinary action against the employee or the Operator's Associate.

(d) The Operator must in respect of any personal information held in connection with this Contract immediately notify NSW Ambulance where the Operator becomes aware of a breach of this clause 34 by any person.

(e) The Operator acknowledges that the publication or communication of any fact or document by a person which has come to their knowledge or into their possession or custody by virtue of the performance of this Contract (other than to a person to whom the Operator is authorised to publish or disclose the fact or document) may be an offence under either or both of the Crimes Act 1900 (NSW) or the PPIPA.

(f) The Operator will in respect of any personal information held in connection with this Contract co-operate with any reasonable requests or directions of NSW Ambulance arising directly from, or in connection with the exercise of the functions of the Privacy Commissioner under the Privacy Act 1988 (Cth) or the Privacy Commissioner (as defined in the PPIPA) under the PPIPA or otherwise, including the issuing of any guidelines concerning the handling of personal information.

(g) The Operator will indemnify NSW Ambulance, and its Associates in respect of any Loss incurred, arising out of or in connection with a breach of the obligations of the Operator or its Associates under this clause 34 or for a breach of the PPIPA or the Privacy Act 1988 (Cth). In this clause 34(g), Loss includes any amount payable by NSW Ambulance, or its Associates or NSW Ministry of Health for an interference with the privacy of an individual as compensation for loss or damage for which NSW would have been liable for under the Privacy Act 1988 (Cth) or the PPIPA as if such breach had been that of NSW Ambulance.

(h) A complaint alleging an interference with the privacy of an individual in respect of any Services performed under this Contract will be handled by NSW Ambulance in accordance with the following procedures:

(i) where NSW Ambulance receives a complaint alleging an interference with the privacy of an individual by the Operator or its Associate, it will immediately notify the Operator of the complaint. NSW Ambulance may investigate the matter (or refer the matter to the Operator) for investigation in whatever manner it sees fit. Where the matter is referred to the Operator for investigation the Operator must provide regular reports to NSW Ambulance regarding the progress and outcome of the complaint;

(ii) where the Operator receives a complaint alleging an interference with the privacy of an individual by the Operator or its Associate, it must immediately notify NSW Ambulance of the nature of the complaint but may only release to NSW Ambulance personal information concerning the complainant with that person's consent; and

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(iii) after NSW Ambulance has given or been given notice in accordance with clauses (i) or (ii), it will keep the Operator informed of all progress with the complaint as relates to the actions of the Operator in connection with the allegation of an interference with the privacy of an individual.

35. Conflict of Interest

(a) The Operator warrants that, at the Execution Date, no conflict of interest exists or is likely to arise in the performance of the Services and of its other obligations under this Contract.

(b) If, during the term of this Contract, a conflict or risk of conflict of interest arises, the Operator must notify NSW Ambulance immediately in writing of that conflict or risk and must comply with any requirement of NSW Ambulance to eliminate or otherwise deal with that conflict or risk of conflict.

36. Child Protection

(a) The Operator must ensure that it complies with its obligations, and ensures that its Associates comply with their obligations, as an employer under the Child Protection (Working with Children) Act 2012 (NSW) (Working with Children Act) and the Children and Young Persons (Care and Protection) Act 1998 (NSW) (Children and Young Persons Act).

(b) Without affecting the obligations imposed by the Working with Children Act and the Children and Young Persons Act:

(i) if any work performed in relation to the Services is "child-related work", as defined in the Working with Children Act (Child-related Work), the Operator:

A. must obtain, and ensure that its Associates obtain, a working with children check clearance in accordance with Part 3 of the Working with Children Act of a class applicable to the work from any person who is to perform the work; and

B. must conduct, and ensure that its Associates conduct, a working with children check on any person who is to perform the work.

(c) The Operator must not, and must ensure that its Associates do not, engage any person who is a "disqualified person", as defined in the Working with Children Act, to perform work under this Contract that is "Child-related Work" under that Act.

(d) Without limiting clause 6.2(b), NSW Ambulance may require the immediate removal of a "disqualified person", a person who is the subject of a child abuse allegation or investigation or any other person the NSW Ambulance Representative believes (acting reasonably) is unacceptable to be performing Child-related Work from performance of Child-related Work under this Contract.

37. Force Majeure

37.1 Party unable to comply

If by Force Majeure a party or the Operator by an Act of Prevention is rendered unable wholly or in part to carry out its obligations under this Contract or is delayed in carrying out its obligations under this Contract (Affected Obligations), such party must, as soon as possible (and in any event no later than 7 days after the date of commencement of such Force Majeure or Act of 87

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Prevention), give written notice thereof to the other party stating the nature, date of commencement, effect and expected duration of such Force Majeure or Act of Prevention. Upon the commencement of such Force Majeure or Act of Prevention, the Affected Obligations will be suspended while any such Force Majeure or Acts of Prevention continues.

37.2 Due diligence

The party claiming Force Majeure or Act of Prevention must use due diligence to overcome or mitigate the effects of such Force Majeure or Act of Prevention. This may include incurring reasonable expenditure, rescheduling resources or implementing appropriate temporary measures.

37.3 Other obligations

The party claiming Force Majeure or Act of Prevention must use its best endeavours to carry out, during the period this Contract is suspended, any obligations not affected by such Force Majeure or Act of Prevention.

37.4 Payment regime not affected

Nothing in this clause 37 will affect the operation of Schedule 4 and to avoid doubt the Fixed Payment component in paragraph 1.2 of Schedule 4 (including Aircraft Fixed Payment, Aircraft Capital Payment and Base Fixed Payment (as defined in Schedule 4)) will be payable during the period in which the Force Majeure or Acts of Prevention is subsisting.

37.5 Termination

If Force Majeure continues for a continuous period of more than 60 days, either party may terminate this Contract by notice in writing to the other party to take effect at a time not before receipt of the notice in accordance with clause 44.

37.6 Payment on termination for Force Majeure

(a) If this Contract is terminated pursuant to clause 37.5, NSW Ambulance must pay the Operator:

(i) subject to clause 37.4, in relation to any Services carried out prior to the date of termination, the amount that would have been payable if this Contract had not been terminated and the Operator had submitted an invoice under clause 19.1 for Services carried out to the date of termination; and

(ii) costs incurred by the Operator calculated in accordance with clause 41.2.

(b) The Operator must:

(i) mitigate the costs referred to in clause 37.6(a); and

(ii) comply with clause 42.

(c) Any amount to which the Operator is entitled under this clause 37.6 will be a limitation upon NSW Ambulance's liability to the Operator arising out of, or in any way in connection with, the termination for Force Majeure and NSW Ambulance will not be liable to the Operator upon any Claim arising out of, or in any way in connection with, the termination for Force Majeure other than for the amount payable in clause 37.6(a).

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38. Step-In

38.1 Step-in Events

Each of the following is a Step-In Event:

(a) a Termination Event; and

(b) an event or circumstance which arises out of or in connection with the Services that poses a serious threat to, or causes or will cause material damage or material disruption to:

(i) the health or safety of persons; or

(ii) the performance of the Services.

38.2 Step-in Rights

(a) If:

(i) a Step-In Event occurs; and

(ii) NSW Ambulance has given notice to the Operator in accordance with clause 38.2(b),

then a Step-In Party may exercise all or any of the Step-In Powers set out in clause 38.3 (Step-in Right).

(b) The notice referred to in clause 38.2(a)(ii):

(i) must be in writing and must specify:

A. the Step-in Event which has triggered the Step-in Right;

B. the date on which the relevant Step-in Party proposes to commence performing the relevant Services; and

C. the date on which the relevant Step-in Party proposes to cease performing the relevant Services; or

(ii) may be given orally if NSW Ambulance considers that the Step-in Event requires urgent remedy or action and there is insufficient time to issue a written notice under clause 38.2(b)(i), but if given orally must be followed within 24 hours by a written notice under clause 38.2(b)(i).

(c) The Step-in Right is without prejudice to NSW Ambulance's other rights in respect of a Step-in Event, including its rights under clauses 39 and 40.

38.3 Step-in Powers

A Step-in Party may, subject to any necessary regulatory approval, in performing the Services referred to in the notice under clause 38.2(a)(ii), do anything in respect of those activities that the Operator could do including:

(a) enter into and remain in possession of all or any of the Assets and Bases;

(b) operate and manage all or any of the Assets and Bases;

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(c) exercise all or any of the Operator's rights, and perform all or any of the Operator's obligations in connection with the performance of the Services or under or in relation to any Approval held by the Operator as if it were the Operator, to the exclusion of the Operator;

(d) exercise all or any of the Operator's rights, and perform all or any of the Operator's obligations under or in relation to a Project Agreement or any other document to which the Operator is a party;

(e) take any other action that the Step-In Party considers necessary or desirable; and

(f) do anything incidental to the matters listed in clauses 38.3(a) to 38.3(e),

(Step-in Powers).

38.4 Operator's obligations

(a) The Operator must:

(i) cooperate with the Step-in Party in the exercise of the Step-in Powers to enable the Step-In Party to exercise the Step-In Powers effectively and expeditiously; and

(ii) ensure that its Associates do likewise.

(b) Without limiting clause 38.4(a), the Operator must:

(i) allow the Step-in Party, subject to any necessary regulatory approval, to access and use:

A. all or any of the Assets and the Bases;

B. the Operator's Personnel; and

C. any information the Step-in Party reasonably requires;

(ii) comply with all reasonable directions given by the Step-in Party; and

(iii) ensure that its subcontractors do likewise,

to enable the Step-in Party to exercise its Step-in Powers.

(c) The Operator irrevocably appoints NSW Ambulance as its attorney with full power to exercise the Step-in Powers (or to delegate the exercise of the Step-in Powers to another Step-in Party).

(d) The Operator's obligations under this Contract will be suspended to the extent and for such period as is necessary to permit NSW Ambulance to exercise its Step-in Rights.

38.5 Cessation of step-in

(a) The Step-in Party may cease to exercise the Step-in Rights at any time and, in any event, must cease to exercise its Step-in Rights once the relevant breach has been remedied or the event or circumstance referred to in clause 38.1(b) has ceased (as applicable).

(b) NSW Ambulance must give written notice to the Operator of the date on which the Step-in Party will cease to exercise the Step-in Powers (which notice must be given

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by NSW Ambulance to the Operator a reasonable time prior to the date the Step-in Party proposes to cease to exercise the Step-in Powers).

(c) NSW Ambulance and the Operator must consult with each other with the intention of ensuring that the transition from the Step-in Party ceasing to exercise the Step-in Powers to the Operator resuming the performance of the relevant Services is effected without interruption to the Services.

(d) Upon the Step-in Party ceasing to exercise the Step-in Powers, the Operator must resume the performance of the relevant Services in accordance with this Contract (unless this Contract has been terminated).

38.6 Payment if Operator is at fault

If the Step-in Event:

(a) is an event of the kind referred to in clause 38.1(a); or

(b) is an event or circumstance of the kind referred to in clause 38.1(b) in circumstances where the Operator or its Associates has caused or contributed to the event or circumstance,

then:

(c) to the extent and for such period as the Operator is prevented from providing the Services as a result of the Step-in Party exercising the Step-in Rights, NSW Ambulance must pay to the Operator the Monthly Payment in respect of any Services which are affected by the Step-in Party's exercise of the Step-in Rights; and

(d) NSW Ambulance will be entitled to deduct from the Monthly Payment an amount equal to:

(i) the Loss suffered or incurred by NSW Ambulance in connection with the Step-in Party exercising the Step-in Right; and

(ii) the cost savings derived by the Operator from not providing the relevant Services (assuming the Operator would have provided a level of service in accordance with this Contract).

38.7 Payment if Operator is not at fault

If the Step-in Event is an event or circumstance of the kind referred to in clause 38.1(b) in circumstances where the Operator or its Associates have not caused or contributed to the event or circumstances, to the extent and for such period as the Operator is prevented from providing the Services as a result of the Step-in Party exercising the Step-in Rights, NSW Ambulance must pay to the Operator:

(a) the Monthly Payment in respect of any Services which are affected by the Step-in Party's exercise of the Step-in Rights, less an amount equal to the cost savings derived by the Operator from not providing the relevant Services (assuming the Operator would have provided a level of service in accordance with this Contract); and

(b) the extra costs reasonably incurred by the Operator as a result of the Step-in Party's exercise of the Step-in Rights.

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38.8 No liability

(a) The Operator acknowledges that, subject to clauses 38.6 and 38.7, NSW Ambulance will have no liability to the Operator, and the Operator will not be entitled to make any Claim against NSW Ambulance, arising out of or in connection with:

(i) any conduct, delay, negligence or breach of duty in the exercise or non- exercise of a Step-in Power; nor

(ii) for any Loss which results,

except where it arises from fraud, wilful default or Gross Negligence on the part of NSW Ambulance or the Step-in Party.

(b) The Operator acknowledges that a Step-in Party is not under any obligation to remedy the Step-in Event nor to overcome the risk or mitigate any consequences resulting from the Step-in Event.

38.9 Step-in subject to Key Contract Side Deeds

This clause 38 does not affect any additional obligations imposed on a party under a Key Contract Side Deed and, in exercising its rights under this clause 38, that party must comply with any obligation under a Key Contract Side Deed applicable to the exercise of such rights.

39. Default

39.1 Events of Default

Each of the following events is an Event of Default:

(a) (failure to progress): the Operator fails to continuously and diligently progress its activities:

(i) so as to achieve Readiness for Handover by the Handover Date; or

(ii) in accordance with the Implementation Plan;

(b) (failure to comply with Implementation Plan): the Operator otherwise fails to comply with the Implementation Plan pursuant to clause 4.2(a);

(c) (failure to provide acceptable replacement personnel): the Operator fails to provide replacement Operator's Personnel reasonably acceptable to NSW Ambulance in accordance with clause 6.2);

(d) (failure to achieve KPIs): the Operator fails to achieve a KPI;

(e) (safety breach): the Operator breaches its obligations under this Contract in relation to NSW Ambulance Personnel or patient safety or patient clinical care;

(f) (failure to pay): the Operator fails to pay an amount that is due under a Project Agreement when it is due and the failure is not remedied with 20 Business Days after a written demand from NSW Ambulance;

(g) (failure to report): the Operator fails to comply with its reporting obligations under this Contract or a report from the Operator contains an inaccuracy which in either case has a material impact on NSW Ambulance;

(h) (subcontracting): the Operator breaches its obligations under clause 30;

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(i) (fraud): NSW Ambulance is the victim of any fraud or dishonest conduct by the Operator or its Associate in connection with the Services, or proceedings or investigations are commenced or threatened by the Independent Commission Against Corruption or similar public body against the Operator (or an Associate, in relation to its performance of the Services) including for corrupt conduct or for collusive pricing;

(j) (incorrect representation or warranty): a representation or warranty made or given by the Operator in a Project Agreement proves to be untrue;

(k) (unauthorised deployment of Aircraft): the Operator deploys an Aircraft for the Services that has not been approved for use by NSW Ambulance in accordance with this Contract;

(l) (other breach): any other breach by the Operator of an obligation under a Project Agreement' and

(m) (other Event of Default): an event described in section 6.3 of Schedule 4 .

39.2 Default Notice

If an Event of Default occurs, NSW Ambulance may give the Operator a notice (the Default Notice):

(a) stating that it is a notice under this clause 39.2; and

(b) specifying the nature of Event of Default.

39.3 Cure Plan

(a) If:

(i) a Default Notice is given; and

(ii) the Event of Default is capable of being Remedied,

the Operator must, within 10 Business Days after receipt of the Default Notice:

(iii) Remedy the Event of Default; or

(iv) prepare and submit to NSW Ambulance a draft plan describing the actions and measures which the Operator will diligently pursue to Remedy the Event of Default (including the proposed cure period) (Draft Cure Plan).

(b) Within 10 Business Days after receipt of the Draft Cure Plan (or such other time period agreed in writing by the Parties), NSW Ambulance must either:

(i) approve the Draft Cure Plan by notifying the Operator; or

(ii) reject the Draft Cure Plan by notifying the Operator and providing reasons to the Operator for its rejection.

(i) the period of time in the Approved Cure Plan to Remedy the Event of Default is the cure period (the Applicable Cure Period); and

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(ii) the Operator must comply with and implement the Approved Cure Plan (or otherwise diligently pursue the Remediation of the Event of Default) and Remedy the Event of Default within the Applicable Cure Period.

(d) If NSW Ambulance rejects a Draft Cure Plan pursuant to clause 39.3(b)(ii) the Operator, in consultation in good faith with NSW Ambulance, must amend the Draft Cure Plan to meet NSW Ambulance's reasonable requirements and submit the amended Draft Cure Plan to NSW Ambulance for its approval, in which case this clause 39.3 will apply to the amended Draft Cure Plan as if it were originally submitted under clause 39.3(a).

(e) If:

(i) a Default Notice is given;

(ii) the Event of Default is capable of being Remedied; and

(iii) the Operator fails to:

A. Remedy the Event of Default, or submit a Draft Cure Plan, in accordance with clause 39.3(a);

B. if NSW Ambulance rejects a Draft Cure Plan pursuant to clause 39.3(b)(ii), amend the Draft Cure Plan to meet NSW Ambulance's requirements and submit the amended Draft Cure Plan in accordance with clause 39.3(d); or

C. comply with and implement the Approved Cure Plan (or otherwise diligently pursue the Remediation of the Event of Default),

and such failure is not remedied by the Operator within 5 Business Days after notice from NSW Ambulance regarding that failure, a Termination Event will occur.

(f) If at any time prior to the expiry of an Applicable Cure Period the Operator reasonably considers that it requires an extension to the Applicable Cure Period it may request an extension to the Applicable Cure Period by notifying NSW Ambulance in writing setting out the reasons for that belief and the reasonable period of time proposed by the Operator for the extension of the Applicable Cure Period.

(g) If:

(i) the Operator gives NSW Ambulance a notice under clause 39.3(f); and

(ii) NSW Ambulance is reasonably satisfied that the Operator has diligently pursued and is continuing to diligently pursue a Remedy of the applicable Event of Default but that the Event of Default cannot, despite such diligence, be Remedied within the Applicable Cure Period,

NSW Ambulance must not unreasonably refuse to grant an extension of the Applicable Cure Period for such period as NSW Ambulance considers is reasonably required to Remedy the Event of Default, provided that NSW Ambulance is not required to grant more than one extension to an Applicable Cure Period.

39.4 Prevention Plan

(a) If:

(i) a Default Notice is given; and

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(ii) the Event of Default is not capable of being Remedied,

the Operator must, within 10 Business Days after receipt of the Default Notice prepare and submit to NSW Ambulance a draft plan describing the actions and measures which the Operator will diligently pursue to prevent the Event of Default from recurring (Draft Prevention Plan).

(b) Within 10 Business Days after receipt of the Draft Prevention Plan, NSW Ambulance must either:

(i) approve the Draft Prevention Plan by notifying the Operator; or

(ii) reject the Draft Prevention Plan by notifying the Operator and providing reasons to the Operator for its rejection.

(c) If NSW Ambulance approves a Draft Prevention Plan pursuant to clause 39.4(b)(i) (the Approved Prevention Plan), the Operator must comply with and implement the Approved Prevention Plan.

(d) If NSW Ambulance rejects a Draft Prevention Plan pursuant to clause 39.4(b)(ii), the Operator, in consultation in good faith with NSW Ambulance, must amend the Draft Prevention Plan to meet NSW Ambulance's reasonable requirements and submit the amended Draft Prevention Plan to NSW Ambulance for its approval, in which case this clause 39.4 will apply to the amended Draft Prevention Plan as if it were originally submitted under clause 39.4(a).

(e) If:

(i) a Default Notice is given;

(ii) the Event of Default is not capable of being Remedied; and

(iii) the Operator fails to:

A. submit a Draft Prevention Plan in accordance with clause 39.4(a);

B. if NSW Ambulance rejects a Draft Prevention Plan pursuant to clause 39.4(b)(ii), amend the Draft Prevention Plan to meet NSW Ambulance's requirements and submit the amended Draft Prevention Plan in accordance with clause 39.4(d); or

C. comply with and implement the Approved Prevention Plan,

and such failure is not remedied by the Operator within 5 Business Days after notice from NSW Ambulance regarding that failure, a Termination Event will occur.

39.5 Persistent Breach

(a) NSW Ambulance may issue a notice to the Operator (Persistent Breach Notice) if a breach of the same Operator obligation under a Project Agreement occurs more than once in any 12 month period (Persistent Breach).

(b) A Persistent Breach Notice must:

(i) state that it is a Persistent Breach Notice;

(ii) identify the breach;

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(iii) not relate to:

A. an Event of Default which is the subject of a current Approved Cure Plan or Approved Prevention Plan which the Operator is diligently implementing; or

B. a breach in relation to which NSW Ambulance has issued a Frequent Breaches Notice under clause 39.6(a) and which the Operator is diligently remedying; and

(iv) state that, if the breach continues beyond 30 Business Days or recurs within the 12 month period commencing 30 Business Days after the date of service of the Persistent Breach Notice, it may result in NSW Ambulance becoming entitled to terminate this Contract.

(c) If, following the issue of a Persistent Breach Notice, the breach specified in the Persistent Breach Notice has continued beyond 30 Business Days or recurred within the 12 month period commencing 30 Business Days after the date of service of the Persistent Breach Notice, then NSW Ambulance may issue a notice to the Operator (Final Persistent Breach Notice).

(d) A Final Persistent Breach Notice must:

(i) state that it is a Final Persistent Breach Notice;

(ii) identify the breach;

(iii) state that the breach has been the subject of a Persistent Breach Notice served within the period of 12 months and 30 Business Days prior to the date of the service of the Final Persistent Breach Notice; and

(iv) state that if the breach continues beyond 30 Business Days or recurs 3 or more times within the 6 month period after the date of service of the Final Persistent Breach Notice, NSW Ambulance will become entitled to terminate this Contract.

39.6 Frequent Breaches

(a) NSW Ambulance may issue a Notice to the Operator (Frequent Breaches Notice) if the Operator commits frequent breaches of this Contract which, in aggregate:

(i) substantially frustrate the objects of this Contract;

(ii) significantly impair NSW Ambulance's ability to fulfil any of its functions under the Health Services Act;

(iii) have a material adverse effect on the Services; or

(iv) in NSW Ambulance's reasonable opinion indicate that the Operator does not intend to be or does not regard itself as being bound by this Contract,

whether or not such breaches are of the same type or class (Frequent Breaches).

(b) A Frequent Breaches Notice must:

(i) state that it is a Frequent Breaches Notice;

(ii) identify the Frequent Breaches; and

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(iii) not relate to:

A. an Event of Default which is the subject of a current Approved Cure Plan or Approved Prevention Plan which the Operator is diligently implementing; or

B. a breach in relation to which NSW Ambulance has issued a Frequent Breaches Notice under clause 39.6(a) and which the Operator is diligently remedying; and

(iv) state that, if Frequent Breaches continue to occur, they may result in NSW Ambulance becoming entitled to terminate this Contract.

(c) If Frequent Breaches continue to occur during the 12 month period commencing 30 Business Days after the date of service of a Frequent Breaches Notice, NSW Ambulance may issue a notice to the Operator (Final Frequent Breaches Notice).

(d) A Final Frequent Breaches Notices must:

(i) state that it is a Final Frequent Breaches Notice;

(ii) identify the Frequent Breaches;

(iii) state that the Frequent Breaches have been the subject of a Frequent Breaches Notice served within the period of 12 months and 30 Business Days prior to the date of service of the Final Frequent Breaches Notice; and

(iv) state that if Frequent Breaches continue to occur at any time in the 6 month period after the date of service of the Final Frequent Breaches Notice, NSW Ambulance will become entitled to terminate this Contract.

40. Termination

40.1 Termination Events

Each of the following events is a Termination Event:

(a) (Persistent Breach): NSW Ambulance has issued a Final Persistent Breach Notice and the relevant breach has continued beyond 30 Business Days or recurred 3 or more times within the 6 month period after the date of service of the Final Persistent Breach Notice;

(b) (Frequent Breaches): NSW Ambulance has issued a Final Frequent Breaches Notices and Frequent Breaches continue to occur at any time in the 6 month period after the date of service of the Final Frequent Breaches Notice;

(c) (failure to Remedy): a failure by the Operator to Remedy an Event of Default which is capable of being Remedied within the Applicable Cure Period;

(d) (failure to prevent): a failure by the Operator to prevent the recurrence of an Event of Default which is the subject of an Approved Prevention Plan;

(e) (failure to submit, amend or implement cure/prevention plan): an event described in clause 39.3(d)39.3(e) or 39.4(e);

(f) (failure to achieve Readiness for Handover): the Operator has not achieved Readiness for Handover by the date which is 6 months after the Handover Date;

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(g) (abandonment): the Operator abandons the Services;

(h) (insolvency of the Operator or Guarantor): an Insolvency Event occurs in relation to the Operator or the Guarantor, whether or not the Operator has been in breach of this Contract;

(i) (failure to insure): the Operator does not effect and maintain (or cause to be effected and maintained) an insurance policy as required by this Contract, and fails to do so within 10 Business Days after receipt of a notice from NSW Ambulance directing it to do so;

(j) (restrictions): the Operator breaches its obligations under clause 32;

(k) (Illegality Event): the occurrence of any of the following events:

(i) the Operator or an Associate ceases to hold an Approval or breaches a Law, and such failure or breach is, in the reasonable opinion of NSW Ambulance, material to the performance of the Operator's obligations under this Contract and is not Remedied within 30 days after the earlier of:

A. the date on which NSW Ambulance notifies the Operator of the failure or breach; or

B. the date on which the Operator becomes aware of the failure or breach;

(ii) this Contract or any other Project Agreement:

A. being revoked, repudiated or terminated or ceasing to be legal, valid and binding and enforceable against the Operator or any other party to a Project Agreement (other than NSW Ambulance), other than as contemplated by the Project Agreements; or

B. becoming invalid, void or voidable in any material respect other than where NSW Ambulance has caused it to be invalid, void or voidable,

and, where the event is capable of being Remedied, the event is not Remedied within 30 days after the relevant event occurring; or

(iii) it is or becomes unlawful for the Operator or an Associate to perform any of its obligations under the Project Agreements, and such event is not Remedied within 30 days after the relevant event occurring.

40.2 Notice of Termination Event

Without limiting NSW Ambulance's other rights or the Operator's other obligations under this Contract, the Operator must notify NSW Ambulance's Representative immediately upon becoming aware of a Termination Event or an event or occurrence that, with the giving of notice, or lapse of time, would or is likely to become a Termination Event.

40.3 Termination for Termination Event

If a Termination Event occurs and is subsisting, NSW Ambulance may give a written notice to the Operator immediately terminating this Contract. The notice must set out details of the Termination Event for which NSW Ambulance is giving the notice.

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40.4 Consequences of termination

Upon expiry or termination of this Contract, the rights and obligations of the parties under this Contract will cease except for:

(a) any accrued rights and obligations under this Contract, including those arising out of the termination of this Contract; and

(b) any rights and obligations which expressly or impliedly continue after termination of this Contract.

40.5 Effect of termination for Termination Event

Without limiting any other rights of NSW Ambulance, if NSW Ambulance terminates this Contract as a result of a Termination Event, NSW Ambulance may:

(a) contract with any other person to complete the provision of the Services;

(b) deduct loss or damages arising from or in connection with the termination from any money due, or which may become due to the Operator; and

(c) recover from the Operator the balance of any monies remaining unpaid as a debt due and payable by the Operator to NSW Ambulance.

40.6 Codification of Operator's entitlements

Clauses 37 and 40 are an exhaustive code of the Operator's rights arising out of, or in any way in connection with, any termination and the Operator:

(a) cannot otherwise terminate, rescind or treat this Contract as repudiated; and

(b) waives all rights at Law to terminate, rescind or treat this Contract as repudiated,

otherwise than in accordance with clauses 37 and 40.

41. Termination for Convenience

41.1 Termination for NSW Ambulance's convenience

NSW Ambulance may terminate this Contract in whole or in part for its convenience by giving written notice with effect from the date stated in the notice and without the need to give reasons.

41.2 Effect of termination for convenience

(a) NSW Ambulance must reimburse the Operator its unavoidable costs directly incurred as a result of termination under clause 41 provided that any claim by the Operator:

(i) must be supported by written evidence of the costs claimed;

(ii) will be in total satisfaction of the liability of NSW Ambulance to the Operator in respect of this Contract and its termination.

(aa) Unavoidable costs for the purposes of clause 41.2(a) may include any amortised costs, loss on sale of Assets in the event of sale, the balance of depreciation costs on Assets not sold, contract break fees, all payments which the Operator is required to make to the Lessor under the Lease in connection with the termination of the leasing arrangements following the termination of the Contract, make good provisions for Assets or other facilities, prepaid expenses and items unable to be

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refunded and redundancy payments and other labour related costs due to termination.

(b) The Operator must:

(i) take all steps possible to mitigate the costs referred to in clause 41.2(a); and

(ii) comply with clause 42.

(c) NSW Ambulance will not in any circumstances be liable for any Consequential Loss suffered by the Operator as a result of the termination of this Contract by NSW Ambulance.

(d) The Operator must, wherever possible, include in all sub-contracts and supply contracts an equivalent provision to this clause.

42. Transition Out

42.1 Transfer to successor operator

(a) The Operator acknowledges that NSW Ambulance may, at any time at or before the expiry or termination of the Term, invite any person (including the Operator) to perform all or any part of the Services for the period commencing after the end of the Term.

(b) The Operator must perform, maintain and manage the Services so as to enable a successor operator or other nominee of NSW Ambulance to immediately take over the performance of the Services without any interruption.

(c) The Operator must not do anything that directly or indirectly avoids or materially prejudices or frustrates the transfer of the performance of the Services at the termination or expiry of the Term to a successor operator (or other nominee of NSW Ambulance).

42.2 Information

(a) The Operator must, and must ensure that its Associates, as soon as practicable and in any event no later than 6 months after the Date of Actual Handover of the last Base Handed over, prepare and maintain:

(i) information about all Bases and other premises from which the Services are performed;

(ii) information about any material subcontracts (including Key Contracts);

(iii) information about its computer and other information systems;

(iv) an Asset information system database, including an inventory, maintenance records and the maintenance requirements of all Assets;

(v) details of Operator's Personnel (including names and terms and conditions of employment);

(vi) "whole of life" maintenance records for the Assets; and

(vii) such other information as is reasonably required by NSW Ambulance to facilitate an orderly handover of the Services to a successor operator (or other nominee of NSW Ambulance).

100

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(b) The information referred to in clause 42.2(a) must be kept up to date and be made available for inspection by NSW Ambulance or its nominee at any time requested by NSW Ambulance during the Term and, in any case, must be made available for inspection:

(i) on each anniversary of the Date of Actual Handover of the last Base Handed over; and

(ii) on the earlier of:

A. the Operator or NSW Ambulance issuing a termination notice under clause 37.5, 40 or 41; and

B. 6 months prior to the expiry of the Term.

42.3 Preparation for contracting at end of Term

(a) The Operator must, to the extent permitted by Law, provide NSW Ambulance with reasonable access to the Operator's Personnel and the information, books and records, kept by or on behalf of the Operator in connection with the Services (including the information referred to in clause 42.2) for the purpose of NSW Ambulance preparing reports and documents in connection with any invitation to a person for the performance of all or part of the Services.

(b) The Operator must use reasonable endeavours to assist NSW Ambulance in the preparation for, and the conduct of, a fair and competitive expression of interest or tendering process.

(c) Without limiting clause 42.3(b) but subject to clause 42.3(g), the Operator must, to the extent permitted by Law, make available to NSW Ambulance any information, and assist in the verification of any information (including the provision of answers to verification questions), as it may reasonably require in connection with the contracting of the Services.

(d) Subject to clause 42.3(g), the Operator must do everything, both before and after expiry or termination of the Term, as NSW Ambulance may reasonably require to assist and advise any Step-In Party, prospective successor operator or successor operator engaged by NSW Ambulance in performing the Services, including the provision of:

(i) information and records related to the performance of the Services; and

(ii) training sessions to any person nominated by NSW Ambulance in relation to the performance of the Services.

(e) Subject to clause 42.3(g), the Operator must ensure that any Step-in Party, prospective successor operator or successor operator engaged by NSW Ambulance has access to the Assets, Bases and data referred to in clauses 42.2, 42.6(a)(ii) and 42.6(a)(iii) for the purpose of:

(i) receiving information in respect of the Services; and

(ii) preparation for taking over performance of the Services after the end of the Term,

but only to the extent that any of the above does not unduly interfere with the performance of the Services.

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(f) The Operator warrants to NSW Ambulance that to the best of its belief all information provided under this clause 42.3 will be, at the time it is provided, true and correct in all material respects and will not be misleading, by omission or otherwise.

(g) Where the Operator is providing access to Operator Confidential Information, the recipient of the information (other than NSW Ambulance and NSW Ambulance Personnel who are employees of NSW Ambulance) must sign a Confidentiality Agreement substantially in the form of Schedule 15.

42.4 Transition Out Plan

(a) The Operator agrees that, in the event that the Operator is not awarded the replacement contract following the expiry or termination or the Term, the Operator must produce a Transition Out Plan.

(b) Not less than 6 months before the expiry of the Term, or such other period agreed between the Parties, the Parties must develop and implement the Transition Out Plan to enable the orderly transfer of the Services at the end of this Contract from the Operator to a successor operator or other nominee of NSW Ambulance.

(c) The Operator, in consultation with NSW Ambulance, must provide a Transition Out Plan that provides a description of the major activities comprised in the Services and a time and cost estimate for each, if applicable. The Transition Out Plan must address the following non-exhaustive list of issues and the Operator agrees to identify any additional areas if required for orderly transition:

(i) time required for transition;

(ii) transfer of Intellectual Property rights to NSW Ambulance;

(iii) proposed arrangements for transfer of Assets and Bases;

(iv) proposed arrangements for the Operator's compliance with clause 42.6;

(v) co-operation of the Operator with NSW Ambulance and any successor operator or other nominee of NSW Ambulance;

(vi) transfer of Operator's Personnel;

(vii) handover of relevant documentation including procedural documentation that clearly indicates the service maintenance program maintained in relation to each Aircraft; and

(viii) confidentiality requirements.

42.5 Transfer Assets and Bases

(a) Within 60 Business Days prior to the end of the Term (or, in the case of an early termination of this Contract, within 60 Business Days after the end of the Term), NSW Ambulance may give the Operator written notice of any Assets and Bases (except for any Aircraft the transfer of which (if any) and the payment for such transfer (if any) will be addressed in the Key Contract Side Deed between the Operator, NSW Ambulance and the Lessor) which NSW Ambulance requires the Operator to transfer to NSW Ambulance or its nominee (Transfer Assets and Bases).

(b) The Operator must ensure that the Transfer Assets and Bases are, at the end of the Term, in a state and condition consistent with Good Industry Practice (including the provision of sufficient quantities of Spare Parts).

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42.6 Requirements for end of Term

(a) Without limiting clause 42.3, on or before the last day of the Term, the Operator must:

(i) transfer the Operator's rights, title and interest in any Transfer Assets and Bases to NSW Ambulance or its nominee free from any Security Interests, provided that NSW Ambulance has paid the Operator the relevant Residual Value. To avoid doubt for Bases this requires a transfer of the relevant lease, sublease or license;

(ii) transfer to NSW Ambulance or its nominee the Operator's information system database for the Assets, including an inventory, maintenance records and the maintenance requirements of all Assets, such that:

A. all data has the capability of being processed, evaluated and viewed using standard commercially available systems;

B. it remains fully functional and retains interface capabilities;

C. all data entry is fully up to date;

D. all data archives are included; and

E. all supporting documentation is included;

(iii) deliver to NSW Ambulance or its nominee (or both, if required):

A. all and any documents and information concerning the Services which is required for the efficient transfer of responsibility for their performance, including the Operator's Material;

B. a list of all Operator's Personnel;

C. a list of any material subcontracts relating to the Services and copies of their terms; and

D. such other information as is reasonably requested by NSW Ambulance to facilitate an efficient transfer of responsibility for performance of the Services;

(iv) assign to NSW Ambulance or its nominee the benefit of any warranties or guarantees it has in respect of any of the Transfer Assets and Bases (including in respect of any maintenance work carried out on the Transfer Assets and Bases);

(v) provide all reasonable assistance required by NSW Ambulance to transfer to a successor operator (or other nominee of NSW Ambulance) any Approvals held by the Operator necessary for the performance of the Services and all ancillary operations; and

(vi) procure the novation to NSW Ambulance or its nominee of, or execute any document required to effect the Operator ceasing to be a party to, any subcontract relating to the Services which NSW Ambulance may nominate (in its absolute discretion), with effect from the end of the Term or such other date as NSW Ambulance may agree.

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42.7 Power of attorney

The Operator irrevocably appoints, with effect from the end of the Term, NSW Ambulance and such persons as are from time to time nominated by NSW Ambulance, jointly and severally, as its attorney with full power and authority to execute any agreement or novation contemplated by clause 42.6.

42.8 Residual Value

The Operator will be entitled to be paid the agreed value for Aircraft (which value shall be determined in accordance with the Key Contract Side Deed between the Operator, NSW Ambulance and the Lessor and which must be at least the "Purchase Price" (as defined in that Key Contract Side Deed)) or Residual Value for each other Transfer Asset and Base.

42.9 Extension

Without limiting NSW Ambulance's rights under clause 2.2, NSW Ambulance may, by written notice given at least 100 Business Days prior to the end of the Term, extend the Term by up to 18 months on the same terms and conditions as contained in this Contract at that time but subject to rates that may be agreed (provided that the Operator must not insist on an increase in the rates above prevailing market rates for similar services) and subject to the Operator being able to extend the Lease for an equivalent period, if it has not arranged for a successor operator to commence providing services by the last day of the Term.

43. Notice of Claims

43.1 Notice of Variation

(a) If a direction of NSW Ambulance, other than a Variation Order under clause 21.12(a), constitutes or involves a Variation, the Operator must, if it wishes to make a Claim against NSW Ambulance arising out of or, or in any way in connection with, the direction:

(i) within 20 Business Days after receiving the direction and before implementing the direction or otherwise complying with the direction, give notice to the NSW Ambulance Representative that sets out:

A. that it considers the direction constitutes or involves a Variation;

B. details of the relevant direction; and

C. details of why it considers the direction constitutes or involves a Variation; and

(ii) within 10 Business Days after giving the notice under clause 43.1(a)(i), submit a written claim to the NSW Ambulance Representative which includes the details required by clause 43.3(b)(ii); and

(iii) continue to perform the Services in accordance with this Contract including any direction in respect of which notice has been given under this clause 43.1(a).

(b) If the Operator issues a notice under clause 43.1(a), NSW Ambulance may:

(i) confirm that the direction constitutes or involves a Variation, or entitles the Operator to make a Claim, by the giving of a notice under this clause 43.1(b)(i), in which case the Operator must comply with the direction;

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(ii) deny that the direction constitutes or involves a Variation, or entitles the Operator to make a Claim, by the giving of a notice under this clause 43.1(b)(ii), in which case the Operator:

A. may within 10 Business Days after the receipt of the notice issue a notice of dispute under clause 45; and

B. unless otherwise directed by the NSW Ambulance Representative, must comply with the direction irrespective of any Claim or dispute in relation to the direction or any part of it; or

(iii) withdraw the direction by giving a notice under this clause 43.1(b)(iii).

(c) If within 20 Business Days after first receipt of the notice under clause 43.1(a)(i), the NSW Ambulance Representative has not taken any action under clause 43.1(b), the NSW Ambulance Representative will be deemed to have given a notice under clause 43.1(b)(ii).

43.2 Notice of other Claims

(a) Subject to clause 43.2(b), if the Operator wishes to make a Claim against NSW Ambulance or its Associates in respect of any direction of NSW Ambulance or the NSW Ambulance Representative or any other event, circumstance, act, omission, fact, matter or thing (including a breach of this Contract by NSW Ambulance) under, arising out of, or in any way in connection with, this Contract or the Services, including anything in respect of which:

(i) the Operator is otherwise given an express entitlement under this Contract; or

(ii) this Contract expressly provides that:

A. costs are to be paid to the Operator, or

B. the Monthly Payment will be increased or adjusted,

by an amount stated by NSW Ambulance or NSW Ambulance's Representative,

the Operator must give NSW Ambulance's Representative the notice required by clause 43.3(a) and a Claim in accordance with clause 43.3(b).

(b) Clause 43.2(a) does not apply to a Claim:

(i) for an extension of time to the Handover Date under clause 4.7;

(ii) for payment under clause 19 of any part of the Monthly Payment;

(iii) in respect of a Variation directed in accordance with clause 21 or to which clause 43.1 applies; or

(iv) in relation to a Change in Law under clause 18.

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43.3 Prescribed notices

(a) Any written notice referred to in clause 43.2(a) must:

(i) be provided not later than 15 Business Days after the later of:

A. the first occurrence of; or

B. when the Operator first became aware of, or ought reasonably to have first become aware of,

the direction, event, circumstance, act, omission, fact, matter or thing which gave rise to the alleged entitlement; and

(ii) expressly specify:

A. that the Operator proposes to make a Claim; and

B. the direction, event, circumstance, act, omission, fact, matter, or thing, which gave rise to the alleged entitlement in the Claim.

(b) Any written Claim referred to in clause 43.2(a) must:

(i) be provided not later than 20 Business Days after giving the written notice under clause 43.3(a); and

(ii) include:

A. detailed particulars, including the date or dates, of the direction, event, circumstance, act, omission, fact, matter or thing upon which the Claim is based;

B. the legal basis for the Claim, whether based on a term of this Contract or otherwise, and if based on a term of this Contract, clearly identifying the specific term;

C. the facts relied upon in support of the Claim in sufficient detail to permit verification; and

D. details of the amount claimed and how it has been calculated.

43.4 Continuing events

(a) If the direction, event, circumstance, act, omission, fact, matter or thing upon which the Claim referred to in clause 43.2 is based, is continuing, or if the consequences of the direction, event, circumstance, act, omission, fact matter or thing are continuing, the Operator must continue to give the information required by clause 43.3(b) every 20 Business Days after the written Claim under clause 43.3(b) was submitted or given, until after the direction, event, circumstance, act, omission, fact, matter or thing upon which the Claim is based has, or the consequences thereof have, ceased.

43.5 Bar

(a) If the Operator fails to comply with clauses 4.7(a), 18.4, 43.1, 43.2, 43.3 or 43.4:

(i) NSW Ambulance will not be liable upon any Claim (insofar as is permitted by Law) by the Operator; and

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arising out of or in any way in connection with the relevant direction, event, circumstance, act, omission, fact, matter or thing (as the case may be) to which those clauses apply, after a period of 3 years has passed since the matter which gave rise to the Claim.

43.6 Other provisions unaffected

Nothing in this clause 43 will limit the operation or effect of any other provision of this Contract which requires the Operator to give notice to NSW Ambulance in order to preserve an entitlement to make a Claim against NSW Ambulance.

44. Notices

(a) All notices required to be given under this Contract must be in writing and will be deemed to have been validly given if:

(i) delivered by hand or prepaid mail; or

(ii) if the notice is in PDF or other format that is a scanned image of the original hardcopy document, including a handwritten signature, the PDF or scanned image is attached to an email stating that the attachment is a notice under this Deed and sent by email,

to the address of the Party being notified at its address indicated below or at such other address as the Party concerned may have notified to the others in accordance with this Contract:

NSW Ambulance:

Ambulance Service of New South Wales

Street Address: Aeromedical Operations, NSW Ambulance Level 2, 27 Garden Street EVELEIGH NSW 2015

Postal Address: Aeromedical Operations, NSW Ambulance PO Box 530 ALEXANDRIA NSW 1435

Attention: Manager, Contracts and Performance, Aeromedical Operations

Phone: (02) 9553 2214

Email: [email protected]

Operator:

Toll Helicopters (NSW) Pty Ltd

Address: Level 4, 22 Cordelia Street South Brisbane QLD 4101

Attention: Colin Gunn

Phone: (+61) 414 683 945

Email: [email protected]

With a copy to: 107

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Toll Helicopters (NSW) Pty Ltd

Address: Level 7, 380 St Kilda Road Melbourne VIC 3004

Attention: Company Secretary

Email: [email protected]

(b) A notice is taken to be received by the addressee:

(i) in the case of prepaid post, 2 Business Days after the date of posting;

(ii) in the case of delivery by hand, on delivery; and

(iii) in the case of email, at the same time on the next working day after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email and the attached notice were not delivered to the addressee's domain specified in the email address.

45. Dispute Resolution

45.1 Dispute or Difference

Any dispute or difference arising out of, relating to, or in connection with this Contract or the conduct of the parties in relation to the Contract, or its subject matter (including any question regarding the existence, validity or termination of this Contract) (Dispute), must be resolved in accordance with the procedure in this clause 45.

45.2 Notice of Dispute

Where a Dispute arises, either party may serve a notice in writing on the other party specifying:

(a) the Dispute;

(b) particulars of the Dispute; and

(Notice of Dispute).

45.3 Negotiation

If a Notice of Dispute is served, the Executive Negotiators must meet and undertake genuine and good faith negotiations with a view to resolving the Dispute.

45.4 Mediation

(a) If the Dispute is not resolved within 20 Business Days of the date of service of the Notice of Dispute, the Dispute must be referred to mediation in accordance with, and subject to, the Australian Centre for International Commercial Arbitration (ACICA) Mediation Rules.

(b) The mediation shall take place in Sydney, Australia and be administered by ACICA.

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45.5 Election by NSW Ambulance

If the Dispute is not resolved within 40 Business Days of the date of service of the Notice of Dispute (or such other period as the parties may agree in writing) then, whether or not a meeting under clause 45.3 has occurred and whether or not a mediation under clause 45.4 has occurred:

(a) NSW Ambulance, in its absolute discretion, may within 55 Business Days after the date of service of the Notice of Dispute, issue a notice to the Operator stating that the Dispute is to be determined by litigation pursuant to court proceedings; and

(b) if NSW Ambulance does not issue such a notice within 55 Business Days after the date of service of the Notice of Dispute (or such other period as the parties may agree in writing), the Dispute will be referred to arbitration under clause 45.6.

45.6 Arbitration

(a) If any Dispute is referred to arbitration pursuant to this clause 45:

(i) the language of the arbitration shall be English;

(ii) the seat of the arbitration shall be Sydney, Australia;

(iii) the arbitration shall be conducted in accordance with, and subject to, the ACICA Arbitration Rules; and

(iv) the arbitration shall be administered by ACICA.

(b) The parties agree that an appeal may be made in accordance with section 34A of the Commercial Arbitration Act 2010 (NSW) on a question of Law arising out of any award issued pursuant to this clause 45.6.

(c) The parties agree that sections 23C, 23D, 23E, 23F, 23G and 24 of the International Arbitration Act 1974 (Cth) will apply to any arbitration pursuant to this clause 45 which is subject to that Act.

(d) This clause 45.6 is governed by the Laws of New South Wales, Australia.

45.7 Exclusion of proportionate liability from determination or award

The parties agree that, to the extent permitted by Law:

(a) the powers conferred and restrictions imposed on a court by any Relevant Proportionate Liability Legislation are not conferred on an expert or an arbitrator appointed in accordance with the provisions of this clause 45; and

(b) the expert or arbitrator (as the case may be) has no power to make a binding or non- binding determination or any award in respect of a Claim by applying or considering the provisions of any Relevant Proportionate Liability Legislation which might, in the absence of this provision, have applied to any Dispute referred to expert determination or arbitration.

45.8 Urgent relief

Nothing in this clause 45 will prejudice any right a party may have to seek urgent interlocutory relief from a court in respect of a Dispute. The application of a party to a court for such relief or for the implementation of such relief will not be deemed to be an infringement or waiver of the arbitration agreement.

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45.9 Survive termination

This clause 45 will survive termination of this Contract.

45.10 Severance

If at any time any provision of this clause 45 is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this clause 45; or

(b) the legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this clause 45.

45.11 Payments and continuation of contractual obligations

(a) NSW Ambulance may withhold payment of that part of any amount which is the subject of a Dispute.

(b) Despite the existence of any Dispute the Operator must:

(i) continue to perform the Services; and

(ii) perform its other obligations under this Contract.

46. Proportionate Liability

46.1 Exclusion of proportionate liability scheme

(a) To the extent permitted by Law, the Relevant Proportionate Liability Legislation is excluded in relation to all and any rights, obligations or liabilities of either party under this Contract whether these rights, obligations or liabilities are sought to be enforced in contract, tort or otherwise.

(b) Without limiting the above, the rights, obligations and liabilities of NSW Ambulance and the Operator under this Contract with respect to proportionate liability are as specified in this Contract and not otherwise, whether these rights, obligations or liabilities are sought to be enforced by a claim in contract, in tort or otherwise.

46.2 Operator not to apply proportionate liability scheme

To the extent permitted by Law:

(a) the Operator must not seek to apply the provisions of the Relevant Proportionate Liability Legislation in relation to any claim by NSW Ambulance against the Operator (whether in contract, tort or otherwise); and

(b) if any of the provisions of the Relevant Proportionate Liability Legislation are applied to any claim by NSW Ambulance against the Operator (whether in contract, tort or otherwise), the Operator will indemnify NSW Ambulance against any loss, damage, cost or expense that forms part of a claim by NSW Ambulance against the Operator which NSW Ambulance cannot recover from the Operator because of the operation of Part 4 of the Civil Liability Act 2002 (NSW).

46.3 Subcontracts

The Operator must, in each subcontract into which it enters for the performance of the Services, include a term that (to the extent permitted by Law) excludes the application of the Relevant 110

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Proportionate Liability Legislation in relation to all and any rights, obligations or liabilities of either party under each subcontract whether these rights, obligations or liabilities are sought to be enforced by a claim in contract, tort or otherwise.

47. PPSA

(a) In this clause, Security Interest has the meaning given to the term "security interest" in the PPSA.

(b) If the terms of this document constitute one or more Security Interests in favour of NSW Ambulance:

(i) the Operator agrees to promptly do anything (including executing any new document, obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which NSW Ambulance may require for the purposes of:

A. ensuring that any Security Interest of NSW Ambulance is enforceable, perfected and otherwise effective;

B. ensuring that any Security Interest of NSW Ambulance is continuously perfected and/or perfected by control and/or perfected in a way that will reduce as far as reasonably possible the risk of a third party acquiring an interest in any property the subject of the Security Interest, to the extent possible under the PPSA, except those Security Interests identified in Schedule 12 or as agreed between the Operator and NSW Ambulance;

C. enabling NSW Ambulance to apply for registration, or give any notification, in connection with a Security Interest so that the Security Interest has the priority required by NSW Ambulance except those identified in Schedule 12 or as agreed between the Operator and NSW Ambulance; or

D. enabling NSW Ambulance to exercise any right or power in connection with the Security Interest;

(ii) the Operator agrees that it will bear all costs and expenses that it incurs in complying with clause 47(b)(i);

(iii) to the extent permitted by Law, and in respect of any Security Interest created by this document:

A. for the purposes of sections 115(1) and 115(7) of the PPSA:

1) NSW Ambulance need not comply with sections, 125, and 132(4) of the PPSA; and

2) sections 142 and 143 of the PPSA are excluded; and

B. the Operator waives its right to receive any notice of any verification statement in respect of any financing change statement relating to a Security Interest;

(iv) the parties agree that except for any disclosure agreed in clause 33 to the full extent permitted by Law not to disclose information of the kind mentioned in section 275(1) of the PPSA;

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(v) the Operator agrees that it will only authorise the disclosure of information under section 275(7)(c), or request information under section 275(7)(d), if NSW Ambulance approves;

(vi) NSW Ambulance's Security Interest attaches to any proceeds (including any proceeds within the definition of that term in the PPSA) derived, directly or indirectly from any sale or dealing with the collateral that is the subject of the Security Interest or otherwise arising out of or relating to the collateral whether or not the sale or dealing is permitted under this document;

(vii) the Operator will not, without NSW Ambulance's prior written consent, create, purport, or attempt to create or permit to exist any other Security Interest, however ranking, over the collateral except for any Security Interest created by the Operator, or which exists, in favour of the Lessor. NSW Ambulance acknowledges that the Operator has or will enter into the Lease and the leasing of the Aircraft under the Lease is expressly permitted; and

(viii) for the avoidance of doubt, pursuant to section 80 of the PPSA, the Operator covenants not to assert any rights it would otherwise have under section 80(1) of the PPSA and it is intended specifically that any person NSW Ambulance assigns some or all of its rights and obligations under this document should have the benefit of this covenant.

48. General

48.1 Amendments

This Contract may only be varied by a deed executed by or on behalf of each party.

48.2 Entire agreement

To the extent permitted by Law, in relation to its subject matter, this Contract:

(a) embodies the entire understanding of the Parties, and constitutes the entire terms agreed by the Parties; and

(b) supersedes any prior written or other agreement of the Parties.

48.3 Governing Law

This Contract is governed by and must be construed according to the Law applying in the State of New South Wales.

48.4 Jurisdiction

Each party irrevocably:

(a) submits to the non-exclusive jurisdiction of the courts of New South Wales, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Contract; and

(b) waives any objection it may now or in the future have to the venue of any proceedings, and any Claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause 48.4(a).

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48.5 Survival

(a) Without limiting clause 48.14(a):

(i) clauses 1, 3.1, 16,19, 20, 24, 26, 33, 34, 37.6, 40.5, 41.2, 42, 43, 44, 45, 46 and 47 and the representations and warranties given by the Operator under this Contract and any other provisions which are expressed to survive termination (together, the Surviving Clauses) will survive rescission, termination or expiration of this Contract; and

(ii) if this Contract is rescinded or terminated, no party will be liable to any other party except:

A. under the Surviving Clauses; and

B. in respect of any breach of this Contract occurring before such rescission or termination.

(b) No right or obligation of any party will merge on completion of any transaction under this Contract. All rights and obligations under this Contract survive execution and delivery of any transfer or other document which implements any transaction under this Contract.

48.6 Relationship between NSW Ambulance and the Operator

Nothing in, or contemplated by, this Contract or any other Project Agreement will be construed or interpreted as:

(a) constituting a relationship between NSW Ambulance and the Operator, or any other person, of partners, joint venturers, fiduciaries, employer and employee or principal and agent; or

(b) imposing any general duty of good faith on NSW Ambulance to the Operator in relation to or arising out of this Contract or any other Project Agreement, other than to comply with the obligations (if any) expressly stated to be assumed by NSW Ambulance under this Contract or another Project Agreement on a good faith basis.

48.7 Right to obtain services elsewhere

If, in NSW Ambulance's opinion acting reasonably, any Services required cannot be promptly or conveniently obtained under this Contract, it will be lawful for NSW Ambulance to make, or authorise the making of, arrangements for the provision of such Services by others and this Contract will not be considered as infringed or vitiated thereby.

48.8 Expenses

Except as otherwise provided in this Contract, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this Contract.

48.9 Counterparts

(a) This Contract may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the deed of each party who has executed and delivered that counterpart.

(b) This Contract may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an original of this Contract, and all together constitute one agreement

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48.10 No representation or reliance

(a) Each party acknowledges that no party (nor any person acting on a party's behalf) has made any representation or other inducement to it to enter into this Contract, except for representations or inducements expressly set out in this Contract.

(b) Each party acknowledges and confirms that it does not enter into this Contract in reliance on any representation or other inducement by or on behalf of any other party, except for representations or inducements expressly set out in this Contract.

48.11 Further acts and documents

Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by Law or reasonably requested by another party to give effect to this Contract.

48.12 Permissive provisions

Subject to any express provision in this Contract to the contrary:

(a) a provision of this Contract which says that:

(i) NSW Ambulance or the NSW Ambulance Representative "may" do or not do something is not to be construed as imposing an obligation on NSW Ambulance or the NSW Ambulance Representative to do or not do that thing;

(ii) the Operator "shall" or "must" do or not do something is to be construed as imposing an obligation on the Operator to do or not do that thing; and

(b) except as otherwise expressly provided in this Contract, NSW Ambulance and the NSW Ambulance Representative may:

(i) exercise their discretions and rights under this Contract in whatever way NSW Ambulance or NSW Ambulance Representative decide in their absolute discretion; and

(ii) grant, refuse or grant subject to conditions any consent required from NSW Ambulance or the NSW Ambulance Representative in their absolute discretion.

48.13 Authorities

(a) The Project Agreements will not in any way unlawfully restrict or otherwise unlawfully affect the unfettered discretion of NSW Ambulance to exercise any of its statutory functions or powers pursuant to any Statute.

(b) Not used.

(c) Clause 48.13(a) does not limit any liability which NSW Ambulance would have to the Operator under this Contract as a result of a breach by NSW Ambulance of a term of this Contract but for paragraph (a).

(d) The Operator acknowledges that:

(i) there are many authorities (other than NSW Ambulance) with jurisdiction over aspects of the Services;

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(ii) such authorities may from time to time exercise their statutory functions and powers in such a way as to disrupt, interfere with or otherwise affect the Operator; and

(iii) except to the extent expressly stated otherwise in this Contract, the Operator bears the risk of all occurrences of the kind referred to in clause 48.13(d)(ii) and will not be entitled to make, and NSW Ambulance will not be liable upon, any Claim arising out of or in any way in connection with such occurrences.

(e) NSW Ambulance's right to be indemnified under this Contract is in addition to, and not exclusive of, any other right, power or remedy provided at Law.

48.14 Indemnities

(a) Each indemnity in this Contract is a continuing obligation, separate and independent from the other obligations or rights of the parties, and survives termination, completion or expiration of this Contract.

(b) It is not necessary for a party to incur expense or to make any payment before enforcing a right of indemnity conferred by this Contract.

(d) Where the Operator gives any indemnity or release under this Contract, it gives an equivalent indemnity and release to the State of New South Wales. NSW Ambulance holds for itself and on trust for the State of New South Wales the benefit of each such indemnity and release in this Contract.

(e) Each party must take reasonable steps to mitigate its Losses even if the Losses are the subject of an indemnity.

48.15 Waiver

(a) Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by Law or under this Contract by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by Law or under this Contract.

(b) A waiver or consent given by a party under this Contract is only effective and binding on that party if it is given or confirmed in writing by that party.

(c) No waiver of a breach of a term of this Contract operates as a waiver of another breach of that term or of a breach of any other term of this Contract.

48.16 Severability

If at any time a provision of this Contract is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Contract; or

(b) the legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this Contract.

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48.17 Vienna Convention

The UN Convention on Contracts for the International Sale of Goods (1980) does not apply to this Contract.

48.18 No duty of care or liability imposed on NSW Ambulance

Without limiting any other provision of this Contract, no receipt of nor any review, comment, approval, consent, rejection, permission to use, deemed permission to use, permission to proceed, expression of satisfaction or dissatisfaction, supervision or superintendence or any other direction by or on behalf of NSW Ambulance or the NSW Ambulance Representative concerning:

(a) any Asset;

(b) any document prepared in connection with the Services; or

nor any failure by NSW Ambulance or the NSW Ambulance Representative to do any of those things, will:

(d) except as expressly stated in this Contract, give rise to an entitlement for the Operator to recover any additional payment or adjustment to the Monthly Payment;

(e) limit or exclude any obligation or liability of the Operator (including responsibility for any errors, omissions or non-compliance with this Contract);

(f) prejudice any of NSW Ambulance's rights against the Operator;

(g) impose on NSW Ambulance any duty of care to the Operator or its Associates (whether in contract or in tort or for strict liability or otherwise);

(h) result in NSW Ambulance assuming any responsibility or liability for:

(i) the adequacy, quality, compliance or fitness of; or

(ii) any errors in or omissions from,

the Services or any part thereof; or

(i) constitute an admission that NSW Ambulance, the NSW Ambulance Representative or their Associates have checked any document, information, Asset or other thing for errors, omissions, defects or compliance with the requirements of this Contract.

49. Disclaimer

(a) In this clause 49:

(i) "Pre-Contract Information" means information provided to the Operator, an Associate or any Operator Personnel:

A. by the Ministry of Health, Health Administration Corporation or NSW Ambulance or their Associates including the Ministry of Health, Health Administration Corporation or NSW Ambulance Personnel prior to the signing of this Contract, and

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B. relating to this Contract including information provided in, in relation to, or in connection with the request for tender process, workshops, or in the data room, and

(ii) "Relevant Persons" means the Ministry of Health, the Health Administration Corporation or NSW Ambulance or Associates including its officers, employees, agents, advisers, successors or assigns including any Ministry of Health, Health Administration Corporation or NSW Ambulance Personnel.

(b) The Operator:

(i) acknowledges that:

A. the Pre-Contract Information has not been verified or checked by the Relevant Persons, and

B. the Pre-Contract Information has not been independently audited;

(ii) agrees that it has made its own assessment, deductions and determinations, and undertaken its own investigations and interpretation, of all the Pre-Contract Information and has sought appropriate professional advice about:

A. any information, statements, or representations contained in any Pre-Contract Information;

B. the regulatory regime applicable to the provision of the Services;

C. the financial condition, business affairs, and operations of the Ministry of Health, Health Administration Corporation or NSW Ambulance;

D. the assumptions, uncertainties and contingencies which may affect the future business of the Ministry of Health, Health Administration Corporation or NSW Ambulance; and

E. the impact that a variation in future outcomes may have on any Services;

(iii) agrees that it will be deemed to have satisfied itself as to all matters which affect or may affect its obligations under this Contract;

(iv) acknowledges that, subject to any Law to the contrary, and to the maximum extent permitted by Law, the Relevant Persons each disclaim all liability for any Loss (whether foreseeable or not) suffered by any other person acting on any part of the Pre-Contract Information, whether or not the Loss arises in connection with any negligence, default or lack of care on the part of any Relevant Person or any other person, or any misrepresentation of any other cause;

(v) agrees to be bound to the maximum extent permitted by Law by any disclaimer contained in or accompanying any Pre-Contract Information;

(vi) agrees that no Pre-Contract Information forms part of this Contract unless expressly incorporated into this Contract;

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(vii) waives and releases the Ministry of Health, Health Administration Corporation or NSW Ambulance to the maximum extent permitted by Law from all Claims or rights of action against each Relevant Person available to the Operator, its Associates or Operator Personnel or any other person involved in the preparation of the Operators tender in relation to the conduct of the process relating to the Pre-Contract Information and the request for tender and documents in respect of this Contract and the Services;

(viii) agrees that no Relevant Person to the extent permitted by Law:

A. subject to any express provision in this Contract to the contrary, makes or gives any representation, assurance or warranty, express or implied, that any part of the Pre-Contract Information is or will be current, accurate, reliable or complete;

B. subject to any express provision in this Contract to the contrary, is under any obligation to:

1) notify the Operator or any other person, or

2) to provide any further information to the Service Provider or any other person,

if they or any of them become aware of an inaccuracy, incompleteness or change in the Pre-Contract Information;

C. is under any obligation or duty in relation to the Pre-Contract Information, either to the Ministry of Health, Health Administration Corporation or NSW Ambulance or to any person obtaining information from the Ministry of Health, Health Administration Corporation or NSW Ambulance;

D. professes any expertise, or represents any willingness to apply any expertise, for the benefit of the Ministry of Health, Health Administration Corporation or NSW Ambulance;

E. makes any express or implied representation or warranty that any estimate or forecast will be achieved or that any statements to future matters will prove correct;

F. represents that the assumptions on which any forecast is based are accurate, complete or reasonable;

G. except so far as liability under any statute cannot be excluded, accepts responsibility arising in any way for errors in, or omissions from, the Pre-Contract Information, or in negligence;

H. accepts any liability for any Loss suffered by any person as a result of that person or any other person placing any reliance on any Pre-Contract Information;

I. assumes any duty of disclosure or fiduciary duty to any interested party; or

J. assumes any duty of disclosure or fiduciary duty to any interested party; and

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(ix) acknowledges that the Health Administration Corporation has entered into this Contract relying on the warranties, acknowledgements, agreements, waivers, releases and indemnities given by the Operator in this Contract.

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Execution Version December 2014 (ACW:LW:KK)

Schedule 1 General

1. Handover Date The Handover Dates are specified in the Implementation Plan

2. Requirements for A technical audit has been carried out and completed, to the Readiness for Handover NSW Ambulance Representative's reasonable satisfaction, that each Aircraft and each Base is suitable for providing the Services.

The NSW Ambulance Representative is satisfied, acting reasonably, that the Operator has suitable and sufficient Operator's Personnel for providing the Services.

The NSW Ambulance Representative is satisfied, acting reasonably, that the Operator's operating policies and procedures are suitable for providing the Services.

Any requirements stated in the Specifications to be a pre- condition to the Commencement Date or to commencement of the Services have been met.

3. Operator and Address Toll Helicopters (NSW) Pty Ltd ACN 123 180 441 Level 7, 380 St Kilda Road Melbourne VIC 3004

4. Base locations Bankstown - – Bankstown Airport (Street address to be confirmed prior to Handover Date)

Wollongong - Boomerang Avenue, Illawarra Regional Airport

Orange - Orange Airport (Street address to be confirmed prior to Handover Date)

5. NSW Ambulance Ross Gliddon Representative Contract and Performance Manager Health Emergency and Aeromedical Services Level 2, Sydney Ambulance Centre, 27 Garden Street Eveleigh, NSW 2015

PO Box 530 Alexandria, NSW 1435

Telephone: 02 9553 2214

Mobile: 0429 211 019

6. Operator's Representative Steve Graham Project Manager - Helicopters Level 9, 145 Eagle Street Brisbane QLD 4000

Telephone: (07) 3339 6500

Mobile: 0401 520 048

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Execution Version December 2014 (ACW:LW:KK)

7. Aircraft AW139

8. Area of Operations Southern Region

9. Term The Contract period will start on the Execution Date and continue until the date which is 10 years after the last Handover Date (Initial Term), with one option for NSW Ambulance to extend the initial 10 year period by a further period of up to 5 years, to a maximum period of 15 years in total.

10. Unconditional undertaking $10m for Southern Region Contract and Southcare Contract (i.e. one guarantee across both contracts).

11. Guarantor Toll Holdings Ltd ABN 25 006 592 089

12. Nominated Subcontractors Total Aerospace Solutions Pty Ltd ABN 26 098 551 869 for Aircraft fitout.

Helicorp Pty Ltd (ABN 88 008 586 150).

13. Liquidated damages $20,000 per day per Base

14. Approved subcontractor Total Aerospace Solutions Pty Ltd ABN 26 098 551 869 for Aircraft fitout.

Helicorp Pty Ltd (ABN 88 008 586 150) for AOC

15. Air Operator's Certificate Helicorp Pty Ltd (ABN 88 008 586 150) holder

16. Location of central training Bankstown Airport facility

17. Executive Negotiators For NSW Ambulance: Dr Ron Manning

For the Operator: Mark Delany, Manager-Helicopters; Elle Hilton, General Manager; and/or David Jackson, CEO

or their delegates.

18. Supplier Categories Suppliers are not subcontractors for the purposes of this Contract but are contractors to the Operator and are relevant to continuous service delivery. The Suppliers are to be provided by the Operator by 30 days prior to the first Handover Date. An initial list includes:

 AgustaWestland (Aircraft)

 Pratt & Whitney (engines);

 Honeywell (Avionics);

 Lessor; and

 Shell Australia Limited (fuel supplier) (to be confirmed prior to Handover Date).

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SCHEDULE 2 SERVICES SPECIFICATION

PART A: STATEMENT OF REQUIREMENT

1. Description of the Service

(a) The Operator must provide 24 hour helicopter Services including Aircraft, aircrew, Bases, and maintenance and training systems for the Southern Region to support the state-wide delivery of emergency pre-hospital and emergency, urgent and planned inter-hospital retrieval of neonatal, paediatric and adult patients in alignment with the NSW Critical Care and Trauma plans.

(b) The Operator must supply Aircraft with supporting maintenance Services and Aviation Crew to:

(i) transport Clinical Crews (doctor and paramedic, doctor and nurse, or a NETS retrieval team) to a patient in a hospital, or in the pre-hospital environment; and

(ii) transport patients and the Clinical Crew to regional referral trauma services or tertiary hospitals and major trauma services.

(i) Southern Region: helicopter Bases at Sydney, Wollongong and Orange.

(d) Medical retrieval services for the ACT and South-East NSW Region are provided by the Operator under its contract with the ACT & South East NSW Aero-Medical Service Limited. (e) The Concept of Operations document attached to this Schedule 2 at Appendix D outlines the structure and function of the helicopter retrieval service as an integral component of the NSW Health Medical Retrieval System. To the extent of any inconsistency between the Specifications in this Schedule 2 and Schedule 3 and the detail in the Concept of Operations, the Specifications in this Schedule 2 and Schedule 3 will prevail.

(f) The Operator must provide a non-operational replacement Aircraft from the Southern Region where the Aircraft for the Southcare Region is not available. 2. Area of Operations

(a) Aircraft provided under this Contract will be used for medical retrieval missions throughout NSW, ACT and may include tasking into Victoria and southern Queensland.

(b) The majority of tasking for Aircraft operating out of the Sydney, Wollongong and Orange Bases will involve the Greater Sydney Area, Central Coast, Central-West Region of NSW, extending from the Great Dividing Range in the East through Orange to Dubbo Area in the West, Illawarra, South Coast, Southern Tablelands and offshore as required.

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(c) NETS is a state-wide operation and Aircraft will be regularly tasked to destinations in both Southern Region and Northern Region.

(d) The Operator must ensure that the Aircraft are able and available to fly to and land at any suitable landing area in the Commonwealth of Australia or its Territories. 3. Air Operators Certificate

(a) It is a requirement of this Contract that there is one Air Operators Certificate per Contract region and that the Air Operators Certificate is held by the aviation provider, which may be the Operator or a subcontractor. However where the aviation provider is the subcontractor, the Operator must ensure that the subcontractor enters into a contractual arrangement with NSW Ambulance in respect of the Air Operators Certificate. 4. Fleet Standardisation and Interoperability

(a) Similar Aircraft provided under this Contract must be of the same manufacture and model. The Operator will provide eight (8) identical and new AW139 Aircraft for the Southern Region and SouthCare Region. (b) The requirement of the Ministry of Health is for one type of Aircraft across the State, that being the Agusta Westland AW139.

(c) Aircraft of the same type and model must be identically equipped and configured (with the exception of no winch required for the Orange Aircraft). (d) All Aircraft are:

(i) identically configured and equipped;

(ii) have four axis autopilot; (iii) have emergency floatation tanks; and

(iv) are provisioned for identical winches.

(e) A fully serviceable identical spare winch will be kept in Bankstown. (f) The medical fit out in Aircraft must be identical across the Southern Region, Southcare Region and Northern Region and must support adult, paediatric and NETS (neonatal and paediatric) retrievals. Any changes to the fit out require NSW Ambulance approval.

(g) Hoisting operations must be undertaken out of only one Aircraft type and model in each region. Identical Goodrich hoists ('Rescue Hoist (Goodrich) Removable Single Type') will be fitted to identically configured AW139 Aircraft. 5. NETS Interoperability & Crewing

(a) All Aircraft must be capable at all times to support NETS tasking which will include the ability to take two NETS Neonatal Systems or two NETS paediatric stretchers with life bridge, or a combination of either or both.

(b) Aircraft must be able to be quickly reconfigured by the Aviation Crew (within 15 minutes) to accept up to two NETS Neonatal Systems or a NETS paediatric

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stretcher with life bridge and support the use of medical air and nitric oxide by the NETS Clinical Crew.

(c) All Aircraft will have a standard Aviation Crew of Pilot and Aircrewman including for NETS missions. 6. Clinical Crew

(a) At all Bases the Clinical Crew will be on Base or on call with the Aviation Crew. Aviation Crew and Clinical Crews are required to work closely together to achieve patient care outcomes.

(b) Clinical Crew must maintain a high level of aviation awareness training. The Operator must provide access to Aircraft, static training equipment and simulators (when appropriate) to ensure that proficiency and currency are maintained. 7. Winching and Hoist Equipped Aircraft

(a) Aircraft at Sydney and Wollongong must be hoist equipped. (To maintain a high level of interoperability, the Orange Aircraft must have provision for installation of a hoist.) The paramedics working at those helicopter Bases will undertake the Rescue Crewman role for water rescues and hoist missions. Doctors and paramedics will be trained in down the wire operations.

(b) Over ocean water rescues are conducted out to 100nm from shore by both day and night, in VMC and IMC conditions where operationally safe. Non-coastal, off shore night operations are confined to large boats. 8. Operational Availability

(a) Operational availability and capacity to immediately respond when tasked is a key performance and system requirement.

(b) The Operator must maintain the required level of availability so that when tasked, an appropriately crewed and configured Aircraft is available to immediately respond to the task. (For the avoidance of doubt, a “delayed availability” Aircraft status is interpreted as the Aircraft being not available, and if the Aircraft is tasked to an IFR mission and the Aircraft is non IFR then the Aircraft is not “available”.)

(c) The Operator must provide sufficient back-up Aircraft, and Spare Parts and manage maintenance and training requirements to maintain the required level of operational availability as specified for the Availability KPI set out in Schedule 6 to this Contract at each Base and across the region.

(d) The Operator has developed Aircraft availability modelling tools. The Operator is providing two (2) spare Aircraft, and eight (8) Aircraft in total for the Southern Region and SouthCare Region. To support the Aircraft, the Operator will deploy nineteen (19) engineers across the Bases.

(e) The Operator is installing a Full Motion Simulator to optimise the required training for crews. A Complete Aircrew Training Simulator and Winching Tower will also be installed at the ACE Training Centre. The winch simulator will be the existing NSW Ambulance winch simulator.

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(f) The Operator must have sufficient Aircraft available for the Contract region to ensure that the required level of Operational Aircraft is maintained.

(g) If an Aircraft becomes unavailable the Operator must immediately notify NSW Ambulance Aeromedical Control Centre (ACC) and duty manager and develop and implement (once agreed by NSW Ambulance) a plan to maintain the KPIs.

(h) If an Aircraft becomes a Total Loss or, in the opinion of NSW Ambulance a Constructive Total Loss, the Operator must, at its expense, replace the Aircraft with an identical Aircraft, or charter a suitable replacement Aircraft (following inspection and approval by the NSW Ambulance) within thirty (30) days after the Total Loss or Constructive Total Loss of the Aircraft. (i) If the Operator is unable or fails to fulfil its obligation to provide the level of availability of Operational Aircraft required under this Contract, NSW Ambulance may, in its absolute discretion and at the cost of the Operator, accept an alternative back-up Aircraft provided by a third party, whether arranged by NSW Ambulance or the Operator, for a period of time as determined by NSW Ambulance. The Operator will have first option to provide an alternative service acceptable to NSW Ambulance. 9. Obligation to provide Bases

(a) The Operator is required, at their expense, to operate and manage Bases within the Southern Region of operations that support the Task Profiles and the operational model. (b) Minimum Base requirements are set out in Part F to this Schedule 2 and must be met by the Operator. 10. Tasking

(a) The Operator must ensure that the requirements in this section are met in relation to tasking and is responsible for ensuring that its Pilots and other Operator's Personnel carry out their responsibilities.

(b) The Operator enters this Contract on the basis that: (i) NSW Ambulance has exclusive rights in tasking the Contract Aircraft at Orange, Sydney and Wollongong and that requests for tasking for other purposes, including Australian Maritime Safety Authority (AMSA) missions or use by other agencies is at the sole discretion, and subject to the prior agreement of the NSW Ambulance ACC; and (ii) NSW Ambulance has exclusive rights in tasking the Contract Aircraft at Canberra within New South Wales and that the ACT Emergency Services Agency Communications Centre has exclusive rights for tasking within the ACT and that requests for tasking for other purposes, including Australian Maritime Safety Authority (AMSA) missions or use by other agencies is at the sole discretion, and subject to the prior agreement of the NSW Ambulance ACC and the ACT Emergency Services Agency Communications Centre.

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(c) The usual tasking profile of each Base is described in the Concept of Operations; however Aircraft will be tasked within each region on a network basis.

(d) For tasking within NSW:

(i) Aircraft under this Contract will be tasked exclusively by the ACC which provides a state-wide tasking service for ambulance aeromedical operations.

(ii) The Operator acknowledges that the ACC will determine the tasking for all medical and non-medical missions, except for flights relating to Aircraft maintenance, which may be determined by the Operator.

(iii) Where the ACC tasks the Operator for a mission, the ACC may also re- task the Operator at any time in favour of another mission.

(e) During a mission Aviation Crew must ensure that communications with Ambulance Control Centres are in accordance with this Contract, NSW Ambulance flight monitoring procedures and Ambulance Incident Command and Control procedures.

(f) The Operator acknowledges that a flight profile will normally involve flights between two locations and may involve landing the Aircraft at a non-designated landing site. (g) Aircraft may be required to operate from helicopter landing sites and/or airstrips, sealed or unsealed, which are within the Aircraft performance and certification requirements. The Pilot-in-command of the Aircraft has sole responsibility for decisions with regard to the safety of flight operations and nothing in this Contract relieves the Pilot-in-command of his or her responsibilities under the Civil Aviation Regulations 1988 or Civil Aviation Safety Regulation 1998 as applicable.

(h) The Operator must ensure that all work undertaken by Operator's Personnel, including Pilots, under or in connection this Contract complies with the requirements of the Work Health and Safety Act 2011 (NSW).

(i) NSW Ambulance has a Memorandum of Understanding with AMSA for provision of Aircraft for search and rescue services. AMSA will contact the ACC when requisitioning Aircraft. The ACC will direct which Aircraft can be used to comply with the request. If the Operator receives a request directly from AMSA the Operator must immediately notify the ACC of the request and the ACC will make a determination on tasking. The Operator must ensure that Aircraft are available to meet such tasking.

(j) The Operator must refer any requests for tasking from NSW Police or other agencies to the ACC for a decision on tasking. (k) When an Aircraft is tasked to a search and rescue or pre-hospital scene the Aircraft may become one of a number of NSW Ambulance or ACT Ambulance resources sent to the scene. The Operator acknowledges that the NSW Ambulance Commander or the ACT Ambulance Commander at the scene has operational command of all Ambulance resources, including the Aircraft and the Clinical Crew and they must comply with the Ambulance Commander's reasonable directions. The Ambulance Commander may call off the Aircraft if it is no longer required.

(l) Notwithstanding instructions to the contrary, Pilots must refuse any task, which is planned in contravention of any legislation, industry good practice or is outside the current capability of the Aviation Crew, Clinical Crew or Aircraft. 5 L\339002863.1 Redacted Schedule 2 - Services Specification - Toll - Southern Region Execution Version December 2014

(m) Pilots must insist on a thorough briefing prior to commencement of any task. (n) No passengers or Operator's Personnel are permitted to travel on the Aircraft, other than the Aviation Crew or Clinical Crew and approved parent/guardian (in the case of children) and others expressly authorised by NSW Ambulance, including the patient (see section 14 Task Profiles).

(o) Where a passenger is carried with authorization he or she must be listed on a manifest and briefed by the Pilot. The Pilot is responsible for ensuring those onboard the Aircraft are properly briefed and equipped for the flight.

(p) The minimum regulated standards for flight planning and flight following must be strictly followed. 11. No exclusivity

(a) The Operator acknowledges that this Contract does not provide an exclusive right to operate within the region of operation and that Aircraft may be tasked to maintain state-wide coverage for the medical retrieval service. This means that when necessary to maintain coverage, Aircraft provided under the Southern Region Contract may be tasked into the Northern Region and Aircraft provided under the Northern Region contract may be tasked into the Southern Region. The Southern Region Operator may be required to transport a Northern-based NETS team and the Northern Region operator may be required to transport a Southern-based NETS team. 12. Unapproved deployment

(a) The Operator must not deploy Aircraft to any operation including an incident or emergency operation without the authorisation of the ACC. Any such unauthorised deployment is a serious breach of NSW Ambulance Incident Command and Control Procedures and may result in suspension and removal from this Contract of Operator's Personnel and may lead to termination of this Contract.

(b) The Operator is responsible for the cost of unauthorised deployments and any charges for specialist equipment services (including crew costs) where such services have not been requested by the ACC. NSW Ambulance will reject and will not pay any invoices for such costs. (c) The Operator must not deploy Aircraft for commercial purposes (including fundraising, sponsor events, VIP flights, etc.) without obtaining advance written approval from NSW Ambulance. Where permission is granted, it will be under the proviso that the Aircraft carries normal aviation and Clinical Crew, normal equipment, and is capable of responding to standard pre-hospital and inter-hospital tasking immediately from the location. 13. Operating Procedures

(a) All operating procedures must comply with or exceed the requirements of the NSW Ambulance Integrated Risk and Safety Management System.

(b) Prior to the Handover Date the Operator must have in place Standard Operating Procedures consistent with the NSW Ambulance Aeromedical Operational Risk Profiles. 6 L\339002863.1 Redacted Schedule 2 - Services Specification - Toll - Southern Region Execution Version December 2014

(c) To the extent of any conflict or inconsistency between the Operator’s operational policies and procedures and NSW Ambulance operational policies and procedures, the NSW Ambulance policies and procedures have precedence, provided that this does not cause the Operator to contravene any Law or direction of an Aviation Authority.

(d) The Operator must provide NSW Ambulance with unrestricted access to the Operator’s Operations Manual and related procedures. (e) The Operator must consult with NSW Ambulance on changes to procedures or the Operator’s Operations Manual as it may affect the Services and NSW Ambulance operations, and NSW Ambulance will consult with the Operator on changes to procedures used in performing the Operations.

(f) The Operator agrees to work within NSW Ambulance governance arrangements for assurance and risk and safety management, providing that this does not cause the Operator to contravene any Law or direction of an Aviation Authority. 14. Task Profiles

(a) NSW Ambulance may, in its absolute discretion, amend or add to NSW Ambulance policies and procedures and Task Profiles at any time by written notice to the Operator. Any verbal notice will be followed by written notice of any such amendments or additions as soon as reasonably practicable.

(b) If and to the extent that any amendment or addition to NSW Ambulance policies and procedures or Task Profiles: (i) amends the Services required by NSW Ambulance in connection with the relevant policy and procedure or Task Profile and gives rise to an increase or decrease in the Operator’s costs and expenses, then the Operator must notify NSW Ambulance as soon as practicable, whereupon the parties agree to negotiate in good faith with regards to any change in the fees payable by NSW Ambulance to the Operator for such Services; and (ii) is inconsistent with the requirements set out in this Schedule 2 or Schedule 3, then the amended NSW Ambulance policy & procedure or Task Profile will prevail. 15. Clearances, Permits and Consents

(a) The Operator must ensure that the Aircraft are able and available to fly to and land at any suitable landing area in the Commonwealth of Australia or its Territories. (b) The Operator must:

(i) obtain and comply with all clearance, permits and consents necessary to perform properly and safely all Services, including necessary ancillary Services; and

(ii) comply with all formalities in respect of taking-off and landing; and

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(iii) ensure that the Aircraft are properly licensed and comply in all respects with applicable laws, rules, regulations, orders, standards and schedules; and

(iv) ensure that the Aircraft are flown and operated in compliance with the laws in force in all places over, to or from which the Aircraft is flown.

(c) The Operator is responsible for payment of all fees and charges in connection with obtaining, maintaining and complying with clearances, permits and consents including but not limited to air navigation charges, Aircraft movement charges, airway charges, parking charges and rescue and fire-fighting charges. 16. Competency of Aircraft and performance

(a) Aircraft and Operator's Personnel provided under this Contract must be capable of landing on and taking-off from any Base, hospital HLS or airfield nominated when tasked, subject to any operational or regulatory limitations.

(b) All Aircraft will be equipped with four (4) axis autopilot.

(c) Aircraft and Operator's Personnel working at the Sydney and Wollongong Bases must be capable of safely accessing patients on boats up to 100nm from shore (irrespective of size) either via landing on or winching. At night only large boats are required to be accessed. (d) All Aviation Crew will regularly practice the skillsets required to perform the Services in the Full Motion Simulator and Complete Aircrew Training Simulator, with dedicated high resolution training scenarios provided. Simulator training will be supplemented by training in the actual Aircraft where required, utilising spare or Operational Aircraft if approved by NSW Ambulance. 17. Noise Abatement

(a) Whenever possible, “Fly Neighbourly” noise abatement procedures, as recommended by the HAI, the Aircraft manufacturer, as required by AirServices Australia, and annotated in the En Route Supplement of Australia (ERSA) must be followed in urban areas. 18. Fatigue Risk Management System

(a) The Operator must demonstrate that it has a properly designed and effective Fatigue Risk Management system in place.

(b) The Operator is required to submit a Fatigue Risk Management Plan.

(d) The Operator must comply with and ensure that its Operator's Personnel comply with its Fatigue Risk Management system and Fatigue Risk Management Plan.

(e) The Fatigue Risk Management System must have adequate Aviation Crew available to ensure no break in operations.

(f) The Fatigue Risk Management System and crewing must allow for continuous operations throughout the 24 hour period.

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19. Safety Management System

(a) The Operator must work within and comply with the Safety Management System of NSW Ambulance. This includes: (i) entering risk and safety notifications and information into the NSW Ambulance Air Maestro system;

(ii) fully and actively engaging in safety investigations initiated by NSW Ambulance;

(iii) immediately by the fastest means available notifying NSW Ambulance of any risk and safety incidents or issues; (iv) working transparently with NSW Ambulance to investigate incidents and reviewing and updating Operational Risk Profiles and Standard Operating Policies; (v) meeting the requirements of the NSW Ambulance reporting and assurance regime;

(vi) ensuring that the Operator’s Safety Management System aligns with and is integrated with the NSW Ambulance Integrated Risk and Safety Management System (IRSMS), provided that this does not cause the Operator to contravene any Law or direction of an Aviation Authority; (vii) ensuring that all Operator's Personnel are trained in the NSW Ambulances IRSMS;

(viii) ongoing participation in the IRSMS and associated program activities;

(ix) utilisation of Task Profile and associated Operational Risk Profiles; and

(x) submitting variation reports on Operational Risk Profiles and participating in safety monitoring activities. (b) The Operator must have in place and comply with a documented Safety Management System based upon the CASA system of safety management guidelines. 20. Aircraft Airworthiness Standards

(a) Aircraft operated by the Operator must meet the airworthiness standards of CASA CASR Part 21 as applicable, and hold a CASA Type Acceptance Certificate. (b) All Aircraft provided by the Operator must at the date that they enter into service under the Contract and during the Term of this Contract, be in compliance with the Civil Aviation Regulations 1988 and the Civil Aviation Safety Regulations 1998 as applicable, and the Airworthiness and Operational Standards applicable to Transport Category Aircraft and Class A maintenance.

(c) All Aircraft provided by the Operator must be authorized to fly and perform the functions required by this Contract. (d) At the Handover Date there must be no outstanding (for clarity this means any necessary modification or maintenance must have commenced) mandatory or recommended Airworthiness Directives or Service Bulletins either issued by the

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manufacturer or the civil aviation authority of the country of manufacture, country of certification, the US FAA or the Australian CASA.

(e) The Operator must comply with Airworthiness Directives that are issued during the Term of this Contract. 21. Fuel & Fuel Delivery Standards

(a) The Operator is responsible for: (i) arranging and paying for the supply of fuel required for the Services. Note: NSW Ambulance reserves the right to directly source or contract fuel supplies in the future at each Base and the Operator will use such agreements for fuel supply and pass on to NSW Ambulance any resultant savings;

(ii) organising with an approved aviation fuel supplier for the supply of bulk Jet A-1 fuel at each Base within the operating region, and to undertake routine inspections and maintenance of the fuel facilities;

(iii) storage, testing and supply of Jet A-1 aviation fuel to the Aircraft at each of the Bases;

(iv) ensuring that fuel is tested for water and contaminants using Shell Water testing Capsules both prior to and after refuelling; (v) ensuring the suitability and safety of any Jet A-1 aviation fuel used by the Aircraft when away from the Bases; and

(vi) supervision of all Aircraft refuelling operations at all locations.

(b) The Pilot is responsible for:

A. fuelling Aircraft;

B. before commencing fuelling, ensuring that the assisting personnel are competent to assist in fuelling and that fuelling and safety equipment is satisfactory; and

C. ensuring that supporting Operator's Personnel are briefed in relation to fire protection.

(d) The Operator must demonstrate that appropriate policies and procedures in accordance with fuel handling standards are maintained and practiced.

(e) The Operator will commission the establishment of the required refuelling infrastructure at the main Base in Bankstown and the regional Bases where required.

(f) The main Base will hold up to 20,000lr of fuel (subject to any building code and airport regulations and approvals), and the regional Base will also hold 20,000lr of fuel (subject to any building code and airport regulations and approvals).

(g) The Operator has procedures regarding fuel testing, handling, refuelling, and utilisation of PPE that address the requirements set out in these Specifications and comply with relevant fuel handling standards in CAO20.0, 20.9 and related

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regulations. Operator Personnel will supervise the refuelling activities of Aircraft at all times.

(h) The Operator will procure, transport and deliver JetA1 fuel to all Operator Bases, utilising the capabilities of the allied Toll Liquids Division. A minimum delivery of one week's cover will be achieved at each delivery point. 22. Hot-refuelling

(a) Hot-refuelling of Aircraft is authorised during emergency operations or during conditions where risk to life and property exists but should be kept to the absolute minimum. In all other circumstances, Aircraft should be shut down before commencing refuelling operations to limit risk.

(b) Hot-refuelling must be conducted in accordance with relevant Laws, CASA Orders and requirements, and the Operator's Operations Manual. (c) The Pilot is responsible for fuelling and will not be assisted by Clinical Crew other than the paramedic acting as a fire safety officer if required. The Pilot must remain at the controls of the Aircraft at all times while hot-fuelling is taking place. (d) There should not be any person in the Aircraft other than the Pilot during hot- refuelling operations. The only exception is when hot refuelling is absolutely necessary when a patient and Clinical Crew are on board.

PART B: OPERATIONAL AVAILABILITY REQUIREMENTS

23. Operational Responsiveness

23.1 Availability

(a) Responsiveness to tasking requests is a key operational requirement.

(b) When tasked Aircraft must be airborne as quickly and safely as possible.

(c) Performance against the time from first notification to brakes off will be monitored and reviewed as an indicator of performance under this Contract. (d) The Operator must develop procedures to safely minimise airborne times to urgent tasking requests where time is of the essence, such as a request to respond to a person in the water. (e) The Operator must have systems in place to support safe and quick activation of crews and Aircraft.

(f) Operational availability of 93.4% across the region is required. NSW Ambulance reserves the right to determine how Operational Aircraft are deployed and to which Bases. Operational availability is determined by the average of (Contract hours per month per Operational Aircraft minus 48 hours) divided by (Contract hours per month per Operational Aircraft) x 100 expressed as a percentage.

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24. Operational Response Capability

24.1 Operational Response Time

(a) Time taken for the Aircraft to become airborne, measured as the time from first notification to brakes off. (b) Crew On Base Tasking:

(i) Target time to brakes off for adult retrieval pre-hospital and urgent inter- hospital taskings: A. Daylight (Tasking occurs between 0800 to 1800): median 10mins of tasking. B. Night (Tasking occurs between 1800 and 0800): median 20mins of tasking.

(i) Target time to brakes off for on call tasking (afterhours at Orange): A. Median 45mins.

(d) For the purposes of KPI calculations the following mission types are excluded:

(i) missions where a hoist operation is required; (ii) overwater missions where a vessel landing is required;

(iii) overland/water homing beacon or visual search missions; (iv) any mission requiring a refuel to be conducted prior to initial departure from Base;

(v) any mission requiring an upgraded weather and planning assessment; and (vi) any mission delayed due to the actions or inactions of the NSW Ambulance Personnel. 24.2 NETS Missions

(a) Time taken for the Aircraft to become airborne, measured as the time from first notification to brakes off.

(b) Target time to brakes off for NETS tasking from the Westmead Base: (i) Daylight median 30 minutes.

(ii) Night median 30 minutes. 24.3 Number of Operational Aircraft

(a) Sydney - Three (3) Operational Aircraft

(b) Wollongong - One (1) Operational Aircraft

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24.4 Hours of Operation

(a) Sydney - Aircraft and Aviation Crew must be on Base and mission ready 24 hours per day. The Operator will roster Aviation Crew to meet the duty requirements. Each HEMS Aircraft will have a dedicated roster serviced by:

(i) 5 Pilots;

(ii) 5 Aircrewmen;

(iii) 1 airframe/engine and 1 avionics aircraft engineer. Both these LAME are touring, which results in increased LAME availability within the Operator's Fatigue Management System; and

(iv) Access to the Bankstown pool of:

A. 4 fixed Base airframe/engine LAME; and

B. 3 fixed Base avionics LAME.

(b) Wollongong - Aircraft and Aviation Crew must be on Base and mission ready 24 hours per day. The Operator will roster Aviation Crew to meet the duty requirements. The Base will have a dedicated roster serviced by:

(i) 5 Pilots;

(ii) 5 Aircrewmen;

(iii) 1 touring airframe/engine LAME will result in increased LAME availability within the Operator's Fatigue Management System; and

(iv) Access to the Bankstown pool of:

A. 4 fixed Base airframe/engine LAME; and

B. 3 fixed Base avionics LAME.

(c) Orange - Aircraft and Aviation Crew must be on Base and mission ready 10 hours during the day and on call 14 hours over night. The Operator will roster Aviation Crew to meet the duty requirements. The Base will have a dedicated roster serviced by:

(i) 5 Pilots;

(ii) 5 Aircrewmen;

(iii) 1 touring airframe/engine LAME will result in increased LAME availability within the Operator's Fatigue Management System; and

(iv) Access to the Bankstown pool of:

A. 4 fixed Base airframe/engine LAME; and

B. 3 fixed Base avionics LAME.

(d) The planned Aviation Crew roster will be 12/12, mirroring the NSW Ambulance Personnel roster.

PART C: STANDARD CREW AND MEDICAL LOADS

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25. Standard Operating Crew

25.1 Adult retrieval and primary response

(a) Two patient transfers:

(i) one (1) Pilot; (ii) one (1) Aircrewman;

(iii) three (3) Clinical Crew (NSW Ambulance paramedics to be trained and qualified as Rescue Crewman and doctors trained in non rescue down the wire operations); and

(iv) medical and rescue equipment up to 150 kg.

(b) Single patient transfers: (i) one (1) Pilot;

(ii) one (1) Aircrewman; (iii) two (2) Clinical Crew (NSW Ambulance paramedics to be trained and qualified as Rescue Crewman and doctors trained in non rescue down the wire operations); and

(iv) medical and rescue equipment up to 150 kg. 25.2 NETS operations

(a) The standard crew is:

(i) one (1) Pilot; (ii) one (1) Aircrewman; and

(iii) 3 Clinical Crew (supplied by NETS). (b) All Aircraft tasked to a NETS mission are to use the standard operating crew of Pilot and Aircrewman. 25.3 Medical load combinations

(a) Aircraft must be capable of carrying the following medical loads combinations plus the equipment required:

(i) one (1) stretcher patient and 2 Clinical Crew;

(ii) two (2) stretcher patients and 3 Clinical Crew; (iii) one (1) NETS Neonatal System (160kg) and three (3) Clinical Crew;

(iv) one (1) NETS paediatric stretcher and life bridge (63kg) and three Clinical Crew; (v) one (1) stretcher patient, an ECMO technician, ECMO machine (15kg) and two (2) Clinical Crew;

(vi) one (1) stretcher patient, Intra-Aortic Balloon Pump (50kg) and three (3) Clinical Crew;

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(vii) bariatric stretcher and bariatric patient (patient weight up to 250kg) and two (2) Clinical Crew; and

(viii) two (2) NETS Neonatal Systems (neonatal or paediatric up to 166 kg each) and three (3) Clinical Crew. (b) During the Term of this Contract NSW Ambulance may require the Operator to carry new medical equipment as it comes into service.

PART D: PERFORMANCE REQUIREMENTS

26. Helicopter Performance Requirements

26.1 Certification

(a) All Aircraft must be certified for Category A elevated HLS, ground level confined area HLS and clear area/reject area procedures. With normal aeromedical operating payloads (defined as total five persons of 100kg each and 150kg of medical/rescue equipment), the operator must apply Category A procedures and meet Performance Class 1 (PC1) if available at the relevant HLS. When operating to and from high density major hospital facilities where a forced landing or “exposure” would have an unacceptable community and infrastructure impact, the Aircraft must operate to Category A/Performance Class 1. 26.2 Performance Standards IFR

(a) Aircraft must operate under the requirements of the CASA operational performance standards detailed in CEO PN029-2005, applicable to IFR RPT operations. Therefore it is necessary for the Aircraft to maintain a net one percent gradient of climb in the one engine inoperable (OEI) configuration on take-off and climb to the lowest safe altitude (LSALT), and then be capable of maintaining a net one percent gradient of climb OEI at the highest route segment LSALT, to an area suitable for a suitable OEI landing. Following the introduction of CASR Part 133 and any associated Air Transport requirements, the applicable IFR operational performance standards will apply. 26.3 Performance Standards VFR

(a) For VFR operations, the Aircraft must be capable of maintaining a net zero percent gradient of climb in the OEI configuration at 500 feet above the take-off level, the intended landing level and above any terrain between, to a location suitable for a single engine landing. Following the introduction of CASR Part 133 and any associated air transport requirements, the applicable VFR operational performance standards will apply. 26.4 Range

(a) 300 nm with nil reserves, at normal cruise with one patient (100kg), 3 Clinical Crew (300kg) and 150 kg of medical equipment.

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26.5 Performance calculations

(a) For the purposes of the calculations, there are no auxiliary tanks in the Aircraft and the calculations are based upon a combined persons weight of 500 kg. Calculations are provided for a Category A take-off from an elevated HLS as detailed below:

(i) Cruise

A. proposed Aircraft in its operational configuration which includes standard pre-hospital and inter-hospital medical/rescue equipment at approximately 150kg;

B. 90 minutes fuel at normal cruise power settings;

C. crew to include one (1) Pilot, one (1) Aircrewman and two (2) Clinical Crew (at 100 kg each including personal equipment);

D. one (1) patient (at 100 kg);

E. altitude 6,000 feet; and

F. at ISA + 10° C.

(ii) Category A take-off from an elevated HLS

A. proposed Aircraft in its operational configuration which includes standard pre-hospital and inter-hospital medical/rescue equipment at approximately 150kg;

B. 90 minutes fuel at normal cruise power settings;

C. Crew to include one(1) Pilot, one (1) Aircrewman and two (2) Clinical Crew (at 100 kg each including personal equipment);

D. one (1) patient (at 100 kg.);

E. altitude: Sea level;

F. nil wind; and

G. At ISA + 15° C.

(b) The calculations demonstrating that the Aircraft can meet the requirements performance with a working load are as follows:

(i) for the cruise calculation based on a Sydney/Wollongong configured Aircraft that includes rescue hoist and floats: A. Fuel flow of 402 kg/hr calculated at 6000', 20C (ISA+17) EMZW of 6100kg at a Vlrc of 150kts KTAS. B. OEI rate of climb of 440 ft/min is available at take-off weight of 6101kg at 6000ft at ISA +17C. C. At the expected mission weight of 6101kg, Category A operations are available up to 50C (ISA+35C).

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PART E: REPORTING REQUIREMENTS

27. DAILY REPORT

27.1 Daily Flight Time & Mission Record

(a) Daily flight time and mission records must be submitted electronically to NSW Ambulance every day within 24 hours after the flight through the Air Maestro system, or any other system specified by NSW Ambulance.

(b) The daily flight time and mission records must include for each mission (but is not limited to):

(i) mission/incident number;

(ii) time call received by duty the operation crew member;

(iii) destination;

(iv) mission type (primary, secondary, search, rescue);

(v) mission Task Profile used;

(vi) mission debrief conducted;

(vii) name of requesting agency;

(viii) patient identification (where available);

(ix) time Aircraft departed;

(x) time of arrival at referring hospital or location;

(xi) time departing referring hospital or location;

(xii) time of arrival at receiving hospital;

(xiii) time back at Base; and

(xiv) Flight Time Record Total Flying Hours for the task broken down into “brakes-off” to “brakes-on”, and the time when the Aircraft power plant and rotors were operating with the Aircraft stationary. 28. MISSION DEBRIEF FORM

28.1 Mission Debrief Form

(a) A mission debrief form must be completed and submitted at the conclusion of each mission. 29. MONTHLY REPORT

29.1 Monthly Report

(a) The monthly report must be submitted electronically to NSW Ambulance every month within five (5) Business Days of the end of the month, with the monthly invoice. (b) The monthly report for each Base must be provided separately.

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(c) The monthly report must include, but is not limited to: (i) progress on introduction of Aircraft after the commencement of the Aircraft into service, if applicable;

(ii) Aircraft availability each day, calculated by hour and pro-rata; (iii) Availability for the month, showing calculations per Base and overall for the region;

(iv) Flying Hours total for the month and pro-rata for each Aircraft with total hours broken down into operations, maintenance and training;

(v) Flying Hours by mission number for the month;

(vi) Aircraft callout vs departure times and explanation for delays; (vii) Aircraft scene time per mission, with time delays and reasons;

(viii) Aircraft turnaround time; and turnaround delays and reasons;

(ix) details and names of Pilots and Crew (including Clinical Crew) completing training and checking during the period;

(x) details and names of Pilots and Crew (including Clinical Crew) scheduled training and checking during the following period; (xi) details of vacant Pilot shifts, by day and shift;

(xii) details by Aircraft registration of all scheduled and unscheduled maintenance involving in excess of the time allowed where the Aircraft was unavailable for operations, with a copy of maintenance releases for each Aircraft;

(xiii) details, including estimated downtime, for scheduled maintenance planned for the following period;

(xiv) explanation of the reasons for any deferred defects and outstanding MEL items; (xv) copies, with an explanation, of any survey reports including and Requests for Corrective Action notices issued by the CASA during the period; (xvi) details, with an explanation, for any dispensations granted during the period by the CASA against the provisions of CARs or CAOs;

(xvii) copies of all manufacturers’ field service documents and all CASA Airworthiness Directives or Airworthiness Directives of the country of certification of the Aircraft which are applicable to the Aircraft, which have not already been provided; (xviii) details of all ground based work related accidents and incidents which have caused or potentially could cause personnel safety to be threatened. Initial advice must be as soon as practicable following the incident or accident. Details should include but not be limited to:

A. man hours worked during the week; and

B. number of days since last lost time injury; and

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(xix) an hours/overtime report, broken down into weeks of the month, covering all rostered and overtime worked by engineering staff, indicating time relating to the Aircraft and for third parties.

PART F: BASE REQUIREMENTS

30. BASE & BASE EQUIPMENT REQUIREMENTS

30.1 Ownership and Operation

(a) The Operator must, at their own expense, operate and manage a Base at each location. (b) The Operator is responsible for all services associated with the management and operation of the Base including but not limited to: water, telephone, electricity, sewerage, rates, cleaning, linen, waste disposal, medical waste disposal. 30.2 Southern Region Bases

(a) Sydney

(i) The primary Base for the Southern Region is in Sydney at a location approved by NSW Ambulance. The Base must be within the immediate vicinity of the Sydney metropolitan area at a location that enables the Services (including both road and fixed wing pre-hospital and inter- hospital Services) to be consistently and appropriately provided in accordance with the requirements outlined in this Contract and that is suitable and agreed to by NSW Ambulance.

(b) Orange (i) The Base is required to be at Orange airport or within the immediate vicinity of the Orange township at a location that enables Services to be consistently and appropriately provided in accordance with the requirements outlined in this Contract and that is suitable and agreed to by NSW Ambulance.

(c) Wollongong (i) The Base is required to be Wollongong Airport or an alternative location that enables Services to be consistently and appropriately provided in accordance with the requirements outlined in this Contract and that is suitable and agreed to by NSW Ambulance. 30.3 Objective of each Base

(a) Provide suitable secured accommodation for the Aircraft and ambulance road vehicles;

(b) provide the office and administration areas to support the operations;

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(d) provide training facilities for Aviation Crew and Clinical Crew; (e) provide suitable maintenance facilities and capability;

(f) provide external areas including reject areas for safe take-off and landing procedures to meet Category A/PC1 requirements; (g) recognise the environment constraints – particularly proximity to residential areas;

(h) recognise the “meteorological” constraints – fog, wind, sea spray etc.;

(i) be located to provide rapid helicopter response to emergency; (j) be located so as to avoid where possible delays due to controlled airspace clearances;

(k) be located where possible with ease of access to helicopter lanes; and (l) be located to provide rapid road ambulance response to emergencies (pre-hospital or inter-hospital) within the more populous surrounding areas.

31. OPERATIONAL BASES (Wollongong, Orange)

31.1 Base facilities

(a) Bases must comply with the requirements for Category A PC1 arrivals and departures of Aircraft operating with the required aeromedical payload and range (see section 26.4 of Part D to this Schedule 2 (Performance Requirements)).

(b) Each Base must have :

(i) a secured Aircraft hangar which accommodates the number of Aircraft for the Base and has sufficient space for Maintenance Work on those Aircraft as well as undercover space for the Operational Aircraft;

(ii) attached to the hangar must be one sealed undercover Ambulance parking bay preferably in close proximity to the operations room and preferably with direct access to the operational helicopter in the hangar, with an appropriate 240 volt AC socket available;

(iii) a separate tool store, Spare Parts store, workshop; (iv) separate and independent engineering management, planning and records offices;

(v) an operations room of sufficient size (minimum 40 sqm) to allow for joint operational and medical planning and reporting; the operations room must have direct access via the shortest possible route to the Operational Aircraft in the hangar, which must be as close to the flight line as possible;

(vi) an operations ready room (minimum 20 sqm) directly adjacent to the operations room; the ready room must have separated male and female change areas and direct access via the shortest possible route to the Operational Aircraft in the hangar;

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(vii) co-located administration office space for NSW Ambulance which is separate from the operations room. Wollongong and Orange requires two such offices each;

(viii) sufficient co-located suitable individual sleeping accommodation and ensuite bathroom facilities which must be sound proofed, light proofed and air conditioned, for six crew members, these must be as far removed as possible from regular foot traffic and areas of routine noise generation (engineering and daily areas of congregation of staff);

(ix) provision of suitable day rest facilities including an appropriate rest room with comfortable lounge type chairs, writing desks with suitable chairs, sufficient to comfortably accommodate six crew members;

(x) one training room with IT facilities (min 40 sqm) for medical simulation training; (xi) on site access for all personnel to appropriate facilities for toilet and shower;

(xii) kitchen facilities incorporating sink, refrigerator/freezer, microwave, dishwasher toaster, jug etc.;

(xiii) laundry facilities including sink, washing and drying machines and drying room; (xiv) suitable secure storage areas acceptable to NSW Ambulance for PPE, rescue and medical equipment, with power available to recharge equipment. Separate areas are required for PPE, rescue and medical stores & equipment;

(xv) appropriate equipment clean up facilities;

(xvi) equipment drying facilities; (xvii) shower facilities if not supplied in the day facility;

(xviii) for any Clinical Crew or other personnel who must be co-located at the Base during the operational day, provision of a suitable sealed parking area, locker, desk and chair;

(xix) a sealed level reject strip at the Base, not less than ten (10) metres wide and four hundred (400) metres long and at either end of the reject strip, VFR approach and departure paths allowing for 4.5% obstacle free out to 3.5 km; and

(xx) communications equipment to allow communication with the ACC, Aviation Crew and Clinical Crew on the ground and in the air, other agencies to a standard equivalent of Good Industry Practice.

(ii) multi-channel VHF FM band radio meeting the requirements of NSW Ambulance; (iii) suitable telephone with message bank capability;

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(iv) a facsimile machine; (v) email capability;

(vi) mobile phone with message bank capability for the Operator’s Representative; (vii) computer with internet access of appropriate bandwidth for accessing current and forecast weather information within appropriate timeframes; and (viii) satellite based, GPS Aircraft tracking, receiving and displaying equipment.

(d) The facility must have secure access with a single entry point for vehicle and pedestrian access. Buildings must all have secure access via a card or similar system.

(e) The Operator is responsible for the supply of fuel for the Aircraft. NSW Ambulance reserves the right to enter into direct arrangements in the future for the supply of fuel for Aircraft under this agreement, which supplies the Operator must use and pass on any resultant savings. 31.2 External areas

(a) External areas:

(i) helicopter parking pads for Aircraft; and

(ii) reject area (400 metres).

32. PRIMARY SYDNEY BASE AND BASE EQUIPMENT REQUIREMENTS

32.1 Primary HEMS Training Base

(a) The Sydney Base is the primary Base for NSW Ambulance.

(b) Training facilities must include:

(i) training and teaching rooms and facilities; (ii) installation of a high fidelity hoist simulator (provided by NSWA); and

(iii) a twin engine helicopter Category B Synthetic Trainer or greater.

(a) The area chosen for the Base must be:

(i) self-contained;

(ii) of sufficient size;

(iii) in an area allowing for the necessary reject area;

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(iv) in an area allowing for obstacle free flight paths below 4.5%, both now and as far as can be possibly known in the future;

(v) unaffected by noise issues;

(vi) be located in an area with manageable effects from helicopter noise from ground running and flight activity ;

(vii) centrally located in the Sydney region; and

(viii) provide adequate road access for road and fixed wing retrieval missions. 32.3 Base facilities

(a) The Base must comply with the requirements for Category A PC1 arrivals and departures of Aircraft operating with the required aeromedical payload and range (see section 26.4 of Part D to this Schedule 2 (Performance Requirements)).

(b) Base structural facilities must be completed and available for occupation not less than 60) days prior to the Handover Date:

(i) an Aircraft hangar capable of accommodating at least the operational and any backup and at least two bays for Aircraft under maintenance. The hangar must have sufficient space to allow for a separate tool store, Spare Parts store, workshop, laterally operating roof crane if required and a separate and independent engineering planning and records office;

(ii) attached to the hangar must be five undercover sealed ambulance parking bays preferably in close proximity to the operations room and preferably with direct access to the Operational Aircraft in the hangar, each with an appropriate 240 volt AC socket available;

(iii) within the hangar:

A. suitable secure storage areas acceptable to NSW Ambulance for PPE, rescue and medical equipment, with power available to recharge equipment. Separate areas are required for PPE, rescue and medical equipment;

B. appropriate equipment clean up facilities;

C. equipment drying facilities; and

D. shower facilities if not supplied in the day facility;

(iv) co-located with the hangar either inside or attached must be:

A. a dedicated operations room (minimum size 60 sqm) within 30m of the flight line) of sufficient size to allow for both operational and medical planning and reporting; the operations room must have direct access via the shortest possible route to the Operational Aircraft in the hangar, which must be as close to the flight line as possible;

B. an operations ready room (minimum 30 sqm) directly adjacent to the operations room; the ready room must have separated 23 L\339002863.1 Redacted Schedule 2 - Services Specification - Toll - Southern Region Execution Version December 2014

male and female change areas and direct access via the shortest possible route to the Operational Aircraft in the hangar;

C. a suitable day facility for 22 duty crew (including Aviation Crew and Clinical Crew) including comfortable lounge type chairs and a separate area containing writing desks with suitable chairs, sufficient to comfortably accommodate the duty crew. This should preferably be adjacent to the operations room. There must be a separate appropriate rest room nearby; and D. on site access for all personnel to appropriate facilities for toilet and shower;

(v) co-located with the hangar, attached or not greater than 50m away door to door including :

A. ten additional management offices for ambulance managers plus a reception/secretarial area; B. three training rooms, two (minimum 40 sqm) for medical simulation training and one (minimum 80 sqm) for lectures with a seating capacity for 40 people; all rooms with IT facilities;

C. provision of sufficient co-located suitable individual sleeping accommodation for 22 persons which must be sound proofed, light proofed and air conditioned, for the use of duty flight and Clinical Crew. Such facilities must have en-suite bathroom facilities. The sleeping accommodation must be as far removed as possible from areas of regular foot traffic and routine noise generation (engineering and daily areas of congregation of staff); D. on site access for all personnel to appropriate facilities for toilet and shower;

E. kitchen facilities incorporating sink, refrigerator/freezer, microwave, dishwasher toaster, jug etc; and

F. laundry facilities including sink, washing and drying machines and drying room; (vi) for any Clinical Crew or other personnel who must be co-located at the Base during the operational day, provision of a suitable sealed parking area, locker, desk and chair; and (vii) a sealed level reject strip at the Base, not less than ten (10) metres wide and four hundred (400) metres long and at either end of the reject strip, VFR approach and departure paths allowing for 4.5% obstacle free out to 3.6 km.

(d) The Operator is responsible for the supply of fuel for the Aircraft. NSW Ambulance reserves the right to enter into direct arrangements in the future for the supply of

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fuel for Aircraft under this agreement, which supplies the Operator must use and pass on any resultant savings. 32.4 External areas

(a) External areas:

(i) helicopter parking pads for Aircraft; and

(ii) reject area (400 metres). 32.5 Undercover carports

(a) Ambulances – Carport (covered 3 sides):

(i) three (3) retrieval ambulances;

(ii) one (1) support vehicle;

(iii) one (1) rapid response vehicle; and

(iv) sufficient storage space. 32.6 Security

(a) The facility must have secure access with a single entry point for vehicle and pedestrian access. Four (4) emergency perimeter egress points must be supplied. Buildings must all have secure access via a card or similar system.

PART G: CLINICAL CREW TRAINING REQUIREMENTS

33. CLINICAL CREW TRAINING AND CHECKING REQUIREMENTS - GENERAL REQUIREMENTS

33.1 Concept

(a) The concept of the NSW Ambulance flight training course is for the Operator to train Clinical Crew in helicopter operations appropriate to their role as specified in Appendices A, B and C to this Schedule 2. 34. OPERATOR TRAINING RESPONSIBILITIES

34.1 Flight Training and cost

(a) Flight hours for training must be approved by NSW Ambulance and must be issued either in writing or via electronic record, one (1) day (twenty four (24) hours) prior to commencement of the identified training.

(b) Flying hour charges for Clinical Crew flight training are to the account of NSW Ambulance. Such flight training must be approved by NSW Ambulance in advance.

(c) Use of the Operational Aircraft on weekdays/weeknights may be approved for training/currency purposes by NSW Ambulance. Weekend use of Operational Aircraft for training/currency will be approved in exceptional circumstances only.

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(d) Any approved training undertaken on an Operational Aircraft must include the operational (responding) Clinical Crew unless precluded by regulation, and a callout response must be achievable within 15 minutes using on-board fuel supplies. 34.2 Content

(a) Training content must be agreed in consultation with NSW Ambulance, and must be identical across all Bases with similar helicopter roles. The content must reside within CASA and NSW Ambulance Regulations. Training must include actual mission roles with full scenario content at 12 monthly intervals for all Clinical Crew members.

(b) The Operator must supply a curriculum and Course Notes for all training, including CRM, to NSW Ambulance no later than three months prior to the Handover Date and maintain its currency and version control throughout the period of the Contract. 34.3 Training Times

(a) Flight training at all Bases for both Aviation and Clinical Crew, must occur only on weekdays, excluding public holidays. Weekends and public holidays are days where there are high levels of operational activity. Any exceptions must be agreed by NSW Ambulance in either writing or electronic record three days prior to the training. 34.4 Equipment

(a) The Operator is required to provide spare operational and rescue equipment in sufficient quantities to undertake flight and simulation training. The equipment must be identical to the operational equipment and must be clearly identified as training equipment. This equipment must be subject to the same quality assurance measures and maintenance as operational equipment. (b) NSW Ambulance or Local Health District is responsible for the supply and maintenance of clinical and medical equipment for training purposes.

(c) The Operator must ensure sufficient supply of spare (supplemental) operational and rescue equipment to maintain the training schedules of Clinical Crew. (d) The operational and rescue equipment for training must include:

(i) individual PPE;

(ii) life raft and water rescue role equipment; (iii) all harnesses, strops, related connections and stretchers, both rescue and Aircraft; (iv) mannequins for both land and water use with airway management capacity as agreed by NSW Ambulance; and

(v) all reading material and handouts. 34.5 Instruction

(a) The Operator must supply sufficient number of appropriately qualified and experienced trainers for operational and rescue training to meet the KPIs.

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34.6 Training venue

(a) The Operator must identify suitable field training locations within 20 minutes flight time from each Base. The locations must be pre-approved by NSW Ambulance. 34.7 Crew Resource Management (CRM) training

(a) All operating crew including Operator and Clinical Crew, are required to complete NSW Ambulance approved Crew Resource Management (CRM) training each two (2) years through an accredited external training organisation. This may be undertaken internally if appropriate competence can be demonstrated to the satisfaction of NSW Ambulance. An annual one day in-house currency course must also be undertaken. The Operator must make available its Aviation Crew in equal numbers to the Clinical Crew, for each CRM course. The initial CRM training is to commence no later than two (2) months from Contract commencement and be completed within six (6) months of Contract commencement 34.8 Training notice

(a) NSW Ambulance must endeavour to provide a minimum of 28 days notice to the Operator prior to the Training commencement date. This training must be documented in a formalised training program. 34.9 Training Management Plan

(a) The Operator must plan and conduct initial and currency training for all operational Clinical Crew as described in the Training Management Plan. 34.10 Annual currency buffer

(a) Unless otherwise required by CASA, a six week buffer either side of the anniversary date must be provided for annual currency training, to allow for efficient planning of training. All currency training must be completed within the buffer period. 34.11 Holding of training records

(a) The Operator must maintain written and electronic records of all education and training provided by the Operator to Clinical Crew and must provide NSW Ambulance with copies of all training records within ten (10) Business Days after the training being conducted. 34.12 Training standards

(a) The training and competency standards must meet those of the Australian Qualifications Framework. 34.13 Emergency procedure training

(a) Emergency procedures instruction must have specific reference to the categories of sick and injured persons and additional crew or persons who may be carried in the Aircraft cabin. (b) The Operator must train each Clinical Crew member in identifying and correcting in- flight electrical circuit failures for aeromedical.

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34.14 Minimum level of training equipment

(a) All training must be conducted without compromising the mission availability of standard Operational Aircraft equipment. That is, that sufficient equipment must be provided for all staff to undertake the training, including training harnesses, Capewells, crew life jackets and stretcher thus allowing the Operational Aircraft to be tasked, as required. 34.15 Training manikins

(a) The Operator must provide both adult and paediatric rescue training manikins approved by NSW Ambulance that float and reasonably replicate persons. They must be used as appropriate, for land and water based rescue training.

(b) Water and land based training may involve suitable personnel acting as patients , however, they must not be placed inside a rescue stretcher. 34.16 Minimum standards of operational currency training

(a) Clinical Crew must be provided with the training appropriate to their role which includes but not limited to:

(b) Ground Training: (i) hoist procedures (to include communications, preparation, equipment deployment, remote area considerations);

(ii) single patient rescue harness lift/patient rescue harness procedures; (iii) single patient rescue harness lift/patient rescue harness hypothermic lift;

(iv) stretcher hoist procedures;

(v) hoist emergencies; (vi) Aircraft Emergency Procedures (CAO 20.11/Line Check);

(vii) Crew Resource Management;

(viii) Safety Management System (SMS); (ix) Drug and Alcohol Management Program (DAMP);

(x) Fatigue Risk Management;

(xi) Night Vision Goggle/Device; (xii) new staff induction training; and

(xiii) HUET.

(ii) single patient rescue harness lift/ hypothermic lift;

(iii) stretcher hoist; (iv) water hoisting;

(v) water hoisting single patient rescue harness lift/rescue strop from vessel;

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(vi) water hoisting hypothermic lift (from vessel and water); (vii) water hoisting hi-line transfer (from vessel);

(viii) water hoisting to/from life raft and undertake a 25 metre fin swim to raft or vessel; (ix) stretcher hoist from vessel (induction training); and

(x) new staff induction training. 34.17 Currency from operational tasks

(a) Where an airborne training requirement has been completed during an operational case, NSW Ambulance must accept this as a currency provided there were no training deficiencies identified during the task. 34.18 DAMP responsibilities

(a) As a component of safety and training, the Operator must have in place a documented Drug and Alcohol Management Program (DAMP) based upon the CASA Drug and Alcohol Management Program guidelines. The Operator must provide training to Clinical Crew in the use of the DAMP. 34.19 Operator’s instructors qualifications and experience

(a) The Operator must provide in writing, the skills, qualification and experience of each instructor and/or assessor assigned to undertake Clinical Crew training. Where there is variance from the skills, qualification or experience described in the TMP, the Operator must seek NSW Ambulance approval in advance. 35. TRAINING MANAGEMENT PLAN

35.1 Training Management Plan

(a) The Operator, in consultation with NSW Ambulance, must develop and maintain a Training Management Plan (TMP) that details the aims and objectives of the training program and describe how initial and ongoing training must be coordinated and conducted. All training must be contextualised so as to be consistent with NSW Ambulance operational and clinical work practises, operational procedures and risk management strategies.

(b) The TMP must detail the initial and recurrent training requirements for NSW Ambulance Personnel.

(a) The courses must be conducted at training venues that have been approved for use by NSW Ambulance. 35.3 Training syllabus

(a) The Training Syllabus must include instruction, demonstration and assessment of competency, in the relevant aviation safety related areas including:

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(i) items detailed in Appendices A, B and C to this Schedule 2 – Training and Checking Requirements for Clinical Crew;

(ii) an overview of aviation legislation (CARs and CASRs) applicable to flight crew; (iii) Civil Aviation Orders including:

A. CAO 20.9 Air Service Operations - Precautions in Refuelling, Engine and Radar Ground Operations; B. CAO 20.11 Emergency and Life Saving Equipment and Requirements for Passenger Control in Emergencies;

C. CAO 20.16.2 Air Service Operations – Carriage of Cargo; D. CAO 20.16.3 Air Service Operations – Carriage of Persons;

E. CAO 29.11 Air Service Operations – Helicopter Winching and Rappelling Operations; and F. CAO 95.7.2 Exemption of Helicopters Engaged in Rappelling, Sling Load or Winching Operations from Compliance with Certain Flight Manual Limitations; (iv) Civil Aviation Safety Regulations 1998 including relevant sections of:

A. CASR Part 91 General operating and Flight Rules;

B. CASR Part 92 Consignment and carriage of dangerous goods by air;

C. *CASR Part 119 Australian Air Transport operators – Certification and Management; D. *CASR Part 133 Australian Air Transport Operations – Rotorcraft; and

E. *CASR Part 138 Australian Aerial Work Operations – Rotorcraft,

note that those CASRs marked with an * are yet to be issued;

(v) Emergency Procedures, including; A. fire in the cockpit/cabin;

B. emergency landing procedures, both on land and on water (ditching) procedures; C. use of emergency equipment including life jackets, life rafts, EPIRBs, ELBs, fire extinguishers, first aid and survival kits;

D. Pilot incapacitation; and E. normal and emergency procedures for operation of the cabin electrical systems, including lighting, power outlets, circuit breaker panels and the use of the cabin intercommunications system selector panels;

(vi) aviation security in relation to ASIC responsibilities; and

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(vii) revision of all Aircraft associated manual handling procedures. 35.4 Minimum details

(a) The TMP must detail as a minimum the requirements outlined in section 35.5 below. 35.5 Australian Qualifications Framework

(a) The TMP must include as an annex the following information for each course that must be in format consistent with the Australian Qualifications Framework:

(i) Training Support Requirements, including the pre-course study advice, instructor briefs, and exemptions;

(ii) Sequencing Diagrams and Block Syllabus;

(iii) Lesson Plans;

(iv) Units of competencies and learning outcomes;

(v) Training Objectives, including the requirement for training aids;

(vi) Training Entry Standards (Course pre-requisites);

(vii) Course Data Sheet;

(viii) Course notes;

(ix) Course Daily Program;

(x) Evaluation Questionnaire;

(xi) Testing and Assessment Guide; and

(xii) Skills, qualifications and experience of instructors and assessors. 35.6 Course notes contents

(a) As a minimum or unless otherwise specified, each of the course notes must contain the following information:

(i) a clear explanation of each item of equipment;

(ii) equipment tabulated data; (iii) operating procedures for prime equipment and any support and test equipment;

(iv) annotated illustrations of each item of equipment; (v) safety warnings;

(vi) maintenance procedures; and

(vii) useful reference material. 35.7 Course notes quality

(a) The Operator must deliver course notes for Operator provided courses. The course notes must be of a high standard to support the conduct of courses and to assist students during the course and to provide a reference for students after the course.

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(b) The course notes must be produced in the Operator’s format, in a form acceptable to NSW Ambulance. The course notes must be Aircraft type specific and reflective of NSW Ambulance work practices. Skill sheets detailing key processes for Clinical Crew must be provided. 35.8 Course notes in colour

(a) The technical course notes, including diagrams and illustrations of the systems, must be provided in colour where possible. Suitable training aids must be available to enable the conduct of courses. 35.9 Reproductions

(a) NSW Ambulance must have the right to reproduce (quantities as required by NSW Ambulance) and/or recommended amendments to the TMP as required. 35.10 Provision of training aids

(a) Suitable training aids must be available to enable the conduct of courses and must be in a form acceptable to NSW Ambulance. 35.11 Quality of training aids

(a) The training aids must be of a high technical and commercial standard and be representative of the flight, task and support systems supplied in accordance with the Contract. (b) The training aids are defined as equipment required to support the delivery of the courses, including software, manuals, handbooks, partial or full training systems, mock-ups, and alike.

PART H: MINIMUM QUALIFICATIONS

36. OPERATORS PERSONNEL QUALIFICATIONS, EXPERIENCE, TRAINING & CHECKING - PILOT QUALIFICATIONS, EXPERIENCE, TRAINING & ACCEPTANCE

36.1 Minimum Pilot in command qualifications

(a) Airline Transport Pilot License Helicopters (ATPL/H);

(b) command Instrument Rating rotary wing with a minimum of three (3) renewals; (c) endorsed on type;

(d) low flying approval;

(e) SAR trained; (f) NVG endorsed;

(g) sling load endorsement; and

(h) hoisting endorsement.

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36.2 Minimum Pilot experience

(a) The following minimum experience requirements are those expected for Operator's Personnel. Pilots nominated by the Operator not meeting one or more of the requirements must be assessed by NSW Ambulance which will consider total and equivalent experience. The determination made by NSW Ambulance is final. 36.3 Minimum line Pilot experience

(a) The following minimums apply to operations by both day and night, must be logged in the Pilot’s personal flying log book:

(i) 2,500 Flying Hours rotary wing;

(ii) 2,000 Flying Hours Pilot-in-Command (PIC) rotary wing;

(iii) 1,500 Flying Hours PIC turbine engines;

(iv) 500 Flying Hours PIC multi-engine rotary wing;

(v) 500 Flying Hours on the Contract Aircraft type;

(vi) 100 Flying Hours PIC on the Contract Aircraft type;

(vii) 100 Flying Hours PIC IFR rotary wing;

(viii) 30 Flying Hours PIC on NVG;

(ix) 30 Flying Hours PIC night flying (unaided by NVIS); and

(x) 100 Flying Hours PIC Ambulance/SAR experience. (b) NSW Ambulance accepts the following risk mitigation proposal for Pilots that do not have the minimum hours on type and PIC as detailed in sections 36.3(a)(v) and (vi):

(i) Minimum Hours on Type. Pilots be accepted to line as Aircraft captain with following AW139 on-type hours:

A. AW139 OEM Sim 15 hrs Dual

B. AW139 OEM In- Aircraft 4 hrs Dual

C. AW139 OEM Sim 15 hours 2nd Pilot

D. AW139 Toll FMS 40 hours PIC

E. AW139 Toll In-Aircraft 7 hours PIC/ICUS, 3 Dual.

(ii) Total minimum hours on type prior to online:

A. Dual 22 hours (15 Sim, 7 aircraft)

B. PIC 50 hours (40 Sim, 10 aircraft)

C. 2nd Pilot 15 hours (Sim)

D. Total AW139 hours – 87 hours.

(iii) 100 hour PIC Dispensation: A. The Operator will provide a detailed training syllabus, with focus on emergency handling, NVG, and SPIFR.

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B. The Operator will also include customised local area operations (Base specific visuals provided in Visual Database on FMS).

C. All captains receiving dispensation will have increased flight supervision and a dedicated tailored training program monitored by Flight Standards team.

D. Slightly higher allocation on Dispatch Risk Assessment Tool for all Pilots not yet at 100 hours PIC on type, to assist flight supervision.

(c) All Bases will have a minimum 2 of the 5 Aircraft captains at > 100 hrs PIC on type to ensure effective flight supervision at Base.

36.4 Contract Chief Pilot experience

(a) In addition to the minimums applying to line Pilots, the Chief Pilot is required to:

(i) hold ratings and endorsements as required by the scope of the operations;

(ii) have a minimum of 3,000 Flying Hours as PIC rotary wing;

(iii) have a minimum of 100 Flying Hours as PIC night VFR helicopters;

(iv) have a minimum of 200 Flying Hours PIC IFR rotary wing;

(v) have a minimum of 50 Flying Hours PIC on NVG;

(vi) have a minimum of two (2) years’ experience as Chief Pilot or Senior Pilot of a reputable helicopter organisation;

(vii) have held a senior Pilot training and checking position with a reputable helicopter organisation for at least two years; and

(viii) hold a command instrument rating with at least 5 renewals. 36.5 Contract Head of Training and Checking experience

(a) In addition to the minimums applying to line Pilots, the Head of Training and Checking is required to hold ratings and endorsements as required by the scope of the operations and have a minimum of two (2) years prior experience as either an instructor or training and checking Pilot in a reputable helicopter organisation. 36.6 Pilot pre-acceptance details

(a) The Operator is required to provide NSW Ambulance with the names, qualifications and experience of all Pilots to be used under the Contract. Pilot details are set out in Schedule 7 to the Contract. 36.7 Advice of proposed Pilot changes

(a) The Operator is required to advise NSW Ambulance immediately of any proposed change in Pilot nomination and submit an application for Pilot approval in

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accordance with clause 6.2 of the Contract and using the template in Appendices A, B or C of Schedule 7 (as applicable). Only Pilots approved in writing by NSW Ambulance are permitted to operate Aircraft under the Contract. 36.8 Statement of Personnel Experience

(a) The Operator will be required to provide NSW Ambulance, for approval, two months prior to the Handover Date, a Statement of Personnel Experience, documenting the names, qualifications and experience of training captains and training Aircrewman responsible for Clinical Crew training on the Contract. 36.9 Statement of Training Currency

(a) Prior to commencing operations as Pilot or Aircrewman under the Contract, company Base and Line checks, including low flying, remote and confined HLS operations, emergencies, hoist operations over land and over water, and all IFR approaches as per Pilot qualification, must have been completed within the previous sixty (60) days. All records must be held on the person's training and checking file.

37. AIRCREWMAN QUALIFICATIONS, EXPERIENCE, TRAINING, CHECKING AND CURRENCY REQUIREMENTS

37.1 Minimum Aircrewman (hoist operator) requirements

(a) Aircrewmen (hoist operator) requirements are to be documented in the Aircrewman’s logbook and are as follows:

(i) minimum of five hundred (500) hours as a helicopter Aircrewman, recorded in an appropriate log book;

(ii) completion of left hand seat training;

(iii) hold the minimum qualifications of Rescue Crewman;

(iv) hoist operator endorsement in accordance with the relevant CASA CAO 29.11 requirements;

(v) minimum of ten (10) hours hoist operations flight training over a three (3) month period;

(vi) SAR operational experience;

(vii) Aircrewman NVG qualified as per CAO 82.6;

(viii) night operations experience;

(ix) water hoisting experience;

(x) night hoisting experience;

(xi) current Level 2 Occupational Health and Senior First Aid certificates;

(xii) current HUET;

(xiii) communication and radio procedures;

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(xiv) navigation and flight procedures (IFR/VFR as appropriate); (xv) CASA Class 2 Medical Certificate; and

(xvi) physical standard as determined by the Operator and approved by NSW Ambulance. (b) Military experience in a similar environment will be considered. 37.2 Minimum Contract Crew Chief experience

(a) Crew chief requirements are to be documented in the Aircrewman’s logbook and are as follows:

(i) CASA approved for training and certification of hoist operators;

(ii) 1,000 Flying Hours experience as an Aircrewman;

(iii) minimum five (5) years full time experience as an Aircrewman in an HEMS/SAR operation, of which a minimum of one (1) year full time must be with a civilian HEMS/SAR operator; and

(iv) minimum of two (2) years previous check and training experience.

(b) Military experience in a similar environment will be considered. 37.3 Aircrewman Training and Checking System

(a) The Operator must have a CASA approved Aircrewman training and checking system meeting the requirements of NSW Ambulance. The Aircrewman training and checking system is to be incorporated within the CAR 217 system or the system in force under Part 133 when issued. 37.4 Senior Aircrewman Training and Checking experience

(a) In addition to the minimums applying to Aircrewmen, the Head of Aircrewman Training and Checking is required to hold ratings and experience as required by the scope of the operations and have a minimum of two (2) years prior experience as an Aircrewman instructor in a reputable helicopter organisation. 37.5 Aircrewman pre-acceptance details

(a) The Operator is required to provide NSW Ambulance with the names, qualifications and experience of all Aircrewmen to be used under the Contract. Aircrewmen details are set out in Schedule 7 to the Contract. 37.6 Advice of proposed Air Crewman changes

(a) The Operator is required to advise NSW Ambulance immediately of any proposed change in Aircrewman nomination and submit an application for Aircrewman approval in accordance with clause 6.2 of the Contract and using the template in Appendices A, B or C of Schedule 7 (as applicable). Only Aircrewmen approved in writing by NSW Ambulance are permitted to operate Aircraft under Contract.

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38. AIRCRAFT ENGINEER QUALIFICATIONS, EXPERIENCE AND CURRENCY REQUIREMENTS

38.1 Minimum LAME qualifications and coverage

(a) Engineers employed by the Operator to perform maintenance on the Aircraft must be appropriately CASA qualified as Licensed Aircraft Maintenance Engineers (LAMEs) with the appropriate coverage and meeting the Part 66 currency requirements.

(b) Each Base must carry sufficient appropriately rated and current LAMEs to meet the Aircraft servicing requirements and to maintain 100% serviceability on the operational and backup Aircraft. Coverage on the Aircraft type must include:

(i) airframe;

(ii) power plants; (iii) electrical;

(iv) instruments;

(v) radios; (vi) air conditioning;

(vii) all relevant navigation systems;

(viii) auto-pilots; (ix) radars;

(x) transponders; and

(xi) oxygen and medical gas systems etc. 38.2 Senior Base LAME

(a) The senior Base LAME must have had a minimum of six (6) years helicopter engineering experience since gaining his/her licence and have held a senior LAME position either within the Operator’s organisation or with a reputable maintenance organisation. LAME's nominated by the Operator not meeting one or more of the requirements must be assessed by NSW Ambulance which will consider total and equivalent experience. 38.3 Part 66 currency

(a) All LAMEs operating under the Contract must maintain currencies as per Part 66 requirements appropriate to their licence coverage. 38.4 LAME pre-acceptance details

(a) The Operator is required to provide NSW Ambulance with the names, qualifications and experience of all LAMEs to be used under the Contract. The LAME details are set out in Schedule 7 to the Contract.

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38.5 Advice of proposed LAME changes

(a) The Operator is required to advise NSW Ambulance immediately of any proposed change in LAME nomination and submit an application for LAME approval in accordance with clause 6.2 of the Contract and using the template in Appendices A, B or C of Schedule 7 (as applicable). Only LAMEs approved in writing by NSW Ambulance are permitted to maintain Aircraft under the Contract.

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APPENDIX A to SCHEDULE 2 - TRAINING AND CHECKING REQUIREMENTS

1. Clinical Crew - Helicopter Paramedic – Down-the-Wire Operator (Rescue Crewman)

1.1 Helicopter Paramedics

(a) The Operator must provide Clinical Crew including flight Paramedics with appropriate operational and theoretical training prior to commencing the Services. Paramedics trained in down-the-wire operations must be trained and classified as Rescue Crewmen. 1.2 Communications

(a) Flight Paramedics must have a working knowledge of the communication options available in the Aircraft. Training must include detailed instruction in:

(i) relevant aspects of all Aircraft rear cabin communication panels; (ii) ICS/VOX function;

(iii) portable radios;

(iv) Aircraft radios; (v) Aircraft telephones;

(vi) radio voice procedures; and

(vii) Aircraft Satellite communication systems. 1.3 Aircraft Orientation, Safety and Emergency Procedures

(a) Training must include detailed instruction in the following:

(i) safety brief; (ii) seat belt operation;

(iii) operation of seats;

(iv) operation of doors; (v) mandatory guard positions;

(vi) fire procedures;

(vii) ditching and crash procedures; (viii) ELT operation;

(ix) ‘May Day’ calls;

(x) pre-start checks; (xi) pre take-off and landing checks;

(xii) life jackets;

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(xiii) equipment location and configuration; (xiv) operation of internal/external lights;

(xv) use of survival techniques;

(xvi) emergency exits; (xvii) harnesses;

(xviii) restraint systems; and

(xix) HUET. 1.4 Aircraft Medical Equipment

(a) Training must include detailed instruction in the following:

(i) location and function of oxygen outlets, medical air outlet and suction facilities;

(ii) location and function of power options;

(iii) NSW Ambulance Approved manual handling techniques; and

(iv) safe stowage and insulation of mission specific equipment. 1.5 Patient Loading/Configuration Procedures

(a) Training must include detailed instruction in:

(i) single patient configuration;

(ii) dual patient configuration; (iii) specialised transport (including but not limited to) iabp, ecmo, and bariatric transport; and

(iv) NSW Ambulance approved loading and unloading procedures. 1.6 Rescue Equipment Function and Operation

(a) Training must provide a detailed functional knowledge in the use of:

(i) Clinical Crew harnesses systems;

(ii) patient rescue harness systems; and (iii) hoist stretcher systems.

(b) Training must provide a detailed functional knowledge in the use of: (i) NSW Ambulance approved water rescue Personal Protective Equipment;

(ii) water rescue equipment; and

(iii) vessel access equipment. 1.7 Hoist operations

(a) Detailed instruction is required in the following hoist procedures:

(i) NSW Ambulance approved pre -check list procedures;

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(ii) land procedures including: A. person;

B. stretcher; and

C. night hoist procedures; (iii) emergency procedures including:

A. engine failure;

B. hoist stoppage; C. hoist runaway;

D. litter spin/swing; and

E. fouled cable; (iv) hoisting hand signals:

A. distress;

B. ready for lift; C. disconnect;

D. hoist up/down;

E. stop hoisting; F. ten feet above the ground/clear of obstacles;

G. move in direction indicated;

H. ready for hook delivery; and I. abort mission. 1.8 Night operations

(a) Detailed functional knowledge is required in the following:

(i) risk based approach to night operations;

(ii) emergency procedures;

(iii) landing site requirements;

(iv) aided approach;

(v) un-aided approaches; and

(vi) detailed functional knowledge for night operations including:

A. night signals;

B. embarking and disembarking from the Aircraft in the hover with role equipment;

C. Personnel hoisting;

D. patient rescue harness hoisting; and

E. stretcher hoisting.

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1.9 Flying Training

(a) Flight paramedics must be proficient in the following:

(i) embarking and disembarking from the Aircraft in the hover with role equipment;

(ii) Operator's Personnel hoist with full operational equipment (insertion/extraction);

(iii) patient rescue harness extraction with role equipment;

(iv) stretcher hoist with role equipment;

(v) stretcher hoist with emergencies;

(vi) stretcher hoist of ventilated patients;

(vii) two person hoist insertion;

(viii) confined area conning/clearances;

(ix) tag line operations;

(x) hoist insertion/extraction of specialist role equipment; and

(xi) hi-line operations over land and water. 1.10 Rescue Crewman/Paramedic Ground Training Currencies

2 months Winch Procedures (to include communications, preparation, equipment deployment, remote area considerations) 2 months Single Patient Harness Lift/Rescue Strop Procedures 2 months Single Patient Harness Lift/Rescue Strop Hypothermic Lift 2 months Stretcher Winch Procedures 2 months Winch Emergencies 2 months In/out hover 1 year Aircraft Emergency Procedures (CAO 20.11/Line Check) 2 years HUET 2 years Water Safety (may be as part of HUET) 2 years (+ Crew Resource Management yearly online refresher) 1 year Safety Management System (SMS) 2 years Drug and Alcohol Management Program (DAMP) 2 years Fatigue Management As required by Night Vision Goggle/Device Operator As required New Staff Induction Training (normally twice a year)

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1.1 Rescue Crewman/Paramedic Airborne Training Currencies

6 months Single patient harness lift rescue strop procedures 6 months Single patient harness lift/rescue strop hypothermic lift 6 months Stretcher winch 6 months Stretcher winch with hi-line use (land based) 6 months In/out Hover 6 months Water winching 12 months Night Hoist 12 months Water winching single patient harness lift rescue strop from vessel 12 months Water winching hypothermic lift (from vessel and water) 12 months Water winching hi-line transfer (from vessel) 24 months Water winching to/from life raft and undertake a 25 metre fin swim to raft or vessel 12 months Water winching emergency Capewell release As required New Staff Induction Training (normally twice a year)

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APPENDIX B to SCHEDULE 2 - TRAINING AND CHECKING REQUIREMENTS

1. Flight Doctor – Down-the-Wire Operator

1.1 Flight Doctors

(a) The Operator must provide Clinical Crew, including flight doctors with appropriate operational and theoretical training prior to commencing the Services. Doctors trained in down-the-wire operations must be trained and classified as Rescue Crewmen. 1.2 Communications

(a) Flight doctors must have a working knowledge of the communication options available in the Aircraft. Training must include detailed instruction in: (i) relevant aspects of all Aircraft rear cabin communication panels;

(ii) ICS/VOX function;

(iii) portable radios; (iv) Aircraft radios;

(v) Aircraft telephones;

(vi) radio voice procedures; and (vii) Aircraft satellite communication systems. 1.3 Aircraft Orientation, Safety and Emergency Procedures

(a) Training must include detailed instruction in the following: (i) safety brief;

(ii) seat belt operation;

(iii) operation of seats; (iv) operation of doors;

(v) guard positions;

(vi) fire procedures; (vii) ditching and crash procedures;

(viii) ELT operation;

(ix) ‘May Day’ calls; (x) pre-start checks;

(xi) pre take-off and landing checks;

(xii) life jackets; (xiii) equipment location and configuration;

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(xiv) operation of internal/external lights; (xv) use of survival techniques;

(xvi) emergency exits;

(xvii) harnesses; (xviii) restraint systems; and

(xix) HUET. 1.4 Aircraft Medical Equipment

(a) Training must include detailed instruction in the following:

(i) location and function of oxygen outlets, medical air outlet and suction facilities;

(ii) location and function of power options;

(iii) NSW Ambulance Approved manual handling techniques; and

(iv) safe stowage and insulation of mission specific equipment. 1.5 Patient Loading/Configuration Procedures

(a) Training must include detailed instruction in:

(i) single patient configuration;

(ii) dual patient configuration;

(iii) specialised transport (including but not limited to) IABP, ECMO, and Bariatric transport; and

(iv) NSW Ambulance approved loading and unloading procedures. 1.6 Rescue Equipment Function and Operation

(a) Training must provide a detailed functional knowledge in the use of: (i) Clinical Crew harnesses systems; and

(ii) hoist stretcher systems. 1.7 Hoist operations

(a) Detailed instruction is required in the following hoist procedures:

(i) NSW Ambulance approved pre -check list procedures;

(ii) land procedures including: A. person; and

B. stretcher;

(iii) emergency procedures including: A. engine failure;

B. hoist stoppage;

C. hoist runaway;

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D. litter spin/swing; and E. fouled cable;

(iv) hoisting hand signals:

A. distress; B. ready for lift;

C. disconnect;

D. hoist up/down; E. stop hoisting;

F. ten feet above the ground/clear of obstacles;

G. move in direction indicated; H. ready for hook delivery; and

I. abort mission. 1.8 Night operations

(a) Detailed functional knowledge is required in the following:

(i) risk based approach to night operations;

(ii) emergency procedures;

(iii) landing site requirements;

(iv) aided approach;

(v) un-aided approaches; and

(vi) detailed functional knowledge for night operations including:

A. night signals;

B. embarking and disembarking from the Aircraft in the hover with role equipment;

C. personnel hoisting; and

D. stretcher hoisting. 1.9 Flying Training

(a) Flight doctors need to be proficient in the following: (i) embarking and disembarking from the Aircraft in the hover with role equipment;

(ii) Operator's Personnel hoist with full operational equipment (insertion/extraction);

(iii) patient rescue harness extraction with role equipment;

(iv) stretcher hoist with role equipment;

(v) stretcher hoist with emergencies;

(vi) stretcher hoist of ventilated patients;

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(vii) two person hoist insertion; (viii) confined area conning/clearances;

(ix) tag line operations; and

(x) hoist insertion/extraction of specialist role equipment. 1.10 Doctor Ground Training Currencies

2 months Winch Procedures (to include communications, preparation, equipment deployment, remote area considerations) 2 months Stretcher Winch Procedures 2 months Winch Emergencies 2 months In/out hover 1 year Aircraft Emergency Procedures (CAO 20.11/Line Check) 2 years HUET 2 years Water Safety (may be as part of HUET) 2 years (+ Crew Resource Management yearly online refresher) 1 year Safety Management System (SMS) 2 years Drug and Alcohol Management Program (DAMP) 2 years Fatigue Management As required by Night Vision Goggle/Device Operator As required New Staff Induction Training (normally twice a year)

1.11 Doctor Airborne Training Currencies

6 months Stretcher winch 6 months In/out Hover 12 months Night Hoist As required New Staff Induction Training (normally twice a year)

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APPENDIX C to SCHEDULE 2 - TRAINING AND CHECKING REQUIREMENTS

1. Flight Clinical Crew – Non Hoist Equipped Operations and Inter-hospital Transfer only Operations

1.1 Flight Clinical Crew

(a) The Operator must provide the Clinical Crew with appropriate operational and theoretical training prior to commencing the Services. 1.2 Communications

(a) The Clinical Crew must have a working knowledge of the communication options available in the Aircraft. Training must include detailed instruction in:

(i) relevant aspects of all Aircraft rear cabin communication panels; (ii) ICS/VOX function;

(iii) portable radios;

(iv) Aircraft radios; (v) Aircraft telephones;

(vi) radio voice procedures; and

(vii) Aircraft satellite communication systems. 1.3 Aircraft Orientation, Safety and Emergency Procedures

(a) Training must include detailed instruction in the following:

(i) safety brief; (ii) seat belt operation;

(iii) operation of seats;

(iv) operation of doors; (v) guard positions;

(vi) fire procedures;

(vii) ditching and crash procedures; (viii) ELT operation;

(ix) ‘May Day’ calls;

(x) pre-start checks; (xi) pre take-off and landing checks;

(xii) life jackets;

(xiii) equipment location and configuration; (xiv) operation of internal/external lights;

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(xvi) emergency exits; (xvii) harnesses;

(xviii) restraint systems; and

(xix) HUET. 1.4 Aircraft Medical Equipment

(a) Training must include detailed instruction in the following:

(i) location and function of oxygen outlets, medical air outlet and suction facilities;

(ii) location and function of power options;

(iii) NSW Ambulance Approved manual handling techniques; and

(iv) safe stowage and insulation of mission specific equipment. 1.5 Patient Loading/Configuration Procedures

(a) Training must include detailed instruction in:

(i) single patient configuration;

(ii) dual patient configuration; (iii) specialised transport (including but not limited to) IABP, ECMO, and Bariatric transport; and

(iv) NSW Ambulance approved loading and unloading procedures. 1.6 Rescue Equipment Function and Operation

(a) Training must provide a detailed functional knowledge in the use of:

(i) Clinical Crew harnesses systems; and

(ii) hoist stretcher systems. 1.7 Hover Embarkation/Disembarkation (not required for inter-hospital transfer only operations)

(a) Detailed instruction is required in the following procedures:

(i) embarking and disembarking from the Aircraft in the hover with role equipment. 1.8 Night operations

(a) Detailed functional knowledge is required in the following:

(i) risk based approach to night operations;

(ii) emergency procedures;

(iii) landing site requirements;

(iv) aided approach;

(v) un-aided approaches; and

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(vi) embarking and disembarking from the Aircraft in the hover with role equipment (not required for inter-hospital transfer only operations). 1.9 Flying Training

(a) Flight Clinical Crew need to be proficient in the following:

(i) embarking and disembarking from the Aircraft in the hover with role equipment (not required for inter-hospital transfer only operations). 1.10 Flight Clinical Crew - Non Hoist Equipped Operations and Inter-hospital Transfer only Operations Ground and Airborne Training

Ground Training

2 months In/out hover (not required for interhospital transfer operations only)

1 year Aircraft Emergency Procedures (CAO 20.11/Line Check)

1 year Safety Management System (SMS)

2 years HUET

2 years Water Safety (may be as part of HUET)

2 years (+ yearly Crew Resource Management online refresher)

2 years Drug and Alcohol Management Program (DAMP)

2 years Fatigue Management

As required New Staff Induction Training (normally twice a year)

Airborne Training

6 months In/out Hover (not required for interhospital transfer operations only)

As required New Staff Induction Training (normally twice a year)

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APPENDIX D to SCHEDULE 2 - CONCEPT OF OPERATIONS

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APPENDIX D to SCHEDULE 2

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Table of Contents

SECTION A Preliminary Information ...... 4 ACRONYMS ...... 4 SECTION B System Requirements ...... 6 1. PURPOSE OF DOCUMENT ...... 6 2. BACKGROUND ...... 7 3. NSW MEDICAL RETRIEVAL AND AEROMEDICAL TRANSPORT SYSTEM ...... 8 4. VOLUME AND TYPES OF AEROMEDICAL TRANSPORTS ...... 9 5. NSW HEALTH SYSTEM CONTEXT ...... 10 5.1 NSW SEVERE BURN INJURY SERVICE ...... 10 5.2 NSW ACUTE SPINAL CORD INJURY REFERRAL NETWORK ...... 10 5.3 NSW RURAL CARDIAC CATHETERISATION LABORATORY REFERRALS ...... 10 5.4 NSW EXTRA CORPOREAL MEMBRANE OXYGENATION (ECMO) RETRIEVAL SERVICE11 5.5 MAJOR TRAUMA REFERRAL NETWORKS ...... 11 6. OPERATING ENVIRONMENT ...... 14 6.1 ENVIRONMENTAL ...... 14 6.2 POPULATION CENTRES ...... 15 6.3 FACILITIES ...... 16 7. CURRENT HELICOPTER NETWORK ...... 17 7.1 HELICOPTER BASES ...... 17 7.2 NETS OPERATIONS ...... 17 7.3 FUTURE OBJECTIVES AND OUTCOMES ...... 19 7.4 SYSTEM REQUIREMENTS ...... 19 7.5 HELICOPTER REQUIREMENTS ...... 20 7.6 BASES ...... 21 7.7 AVAILABILITY ...... 22 7.8 RESPONSIVENESS ...... 22 7.9 OPERATIONS IN CONGESTED ENVIRONMENTS AND ELEVATED HELIPADS ...... 23 7.10 REGULATORY REQUIREMENTS ...... 23 7.11 CREW CONCEPT ...... 23 7.12 TRAINING OF CLINICAL CREW...... 24 7.13 HELIPAD MANAGEMENT ...... 24 7.14 GOVERNANCE, OVERSIGHT, RISK AND CHANGE MANAGEMENT ...... 24 7.15 PATIENT SAFETY AND CLINICAL QUALITY MANAGEMENT ...... 26 SECTION C Mission Types ...... 27 1. INTRODUCTION...... 27 2. TASKING – ROLE OF THE ACC ...... 29 3. COMMAND AND CONTROL ...... 31 4. ROTARY WING EMERGENCY AEROMEDICAL RESPONSE ...... 32 4.1 MOTOR VEHICLE CRASH ...... 32 4.2 ACCIDENT RESPONSE ...... 32 4.3 WATER RESPONSE ...... 33 4.4 SEARCH AND RESCUE ...... 34 5. ROTARY WING INTER-HOSPITAL TRANSPORT ...... 35 5.1 EMERGENCY MEDICAL TRANSFER ...... 35 5.2 Scheduled Medical Transfer ...... 35 5.3 Neonatal and Paediatric Patient Transfers ...... 36 6. ROTARY WING SPECIALTY TASKS ...... 38 6.1 VIP / PR FLIGHTS ...... 38 6.2 TRANSPORT INCORPORATING ECMO AND / OR INTRA-AORTIC BALLOON PUMP ...... 38 6.3 BARIATRIC PATIENT TRANSFERS ...... 38

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7. ROTARY WING TRAINING ...... 39 7.1 WINCH TRAINING ...... 39 7.2 WATER RESPONSE TRAINING...... 39 8. ROTARY WING RISK CONDITIONS ...... 40 8.1 HAZARDOUS TERRAIN ...... 40 8.2 DAY AND NIGHT OUT-LANDING ...... 40 8.3 HOSPITAL HELICOPTER LANDING SITES ...... 40 8.4 SHIP-DECK LANDING ...... 41 8.5 WINCHING ...... 41 8.6 NIGHT VISION GOGGLES ...... 41 8.7 RIDE ALONG PASSENGERS ...... 42 8.8 HOT LOADING AND/OR UNLOADING OF PATIENTS ...... 42 8.9 HOT REFUELLING ...... 42 List of Annexes ...... 43 ANNEX A – Operational Profiles by Base ...... 44 ANNEX B – Nets Specifications ...... 65

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SECTION A Preliminary Information

Acronyms Acronym Meaning ACT Australian Capital Territory AD Airworthiness Directive ACC Aeromedical Control Centre or Air Operators Certificate ASNSW Ambulance Service New South Wales CAAP Civil Aviation Advisory Publication CASA Civil Aviation Safety Authority CASR Civil Aviation Safety Regulation CE Chief Executive EASA European Aviation Safety Agency EGPWS Enhanced Ground Proximity Warning System EMS Emergency Medical Service EO Engineering Order FAA Federal Aviation Administration (USA) FAR Federal Aviation Regulation FRMS Fatigue Risk Management System ft feet HEELS Helicopter Emergency Exit System HEMS Helicopter Emergency Medical Service HLS Helicopter Landing Site HMT Helicopter Medical Transport ICAO International Civil Aviation Organisation ICP Intensive Care Paramedics IFR Instrument Flight Rules IMC Instrument Meteorological Conditions IRSMS Integrated Risk and Safety Management System ISA International Standard Atmosphere kgs kilograms kts Knots (nautical miles per hour) LAME Licensed Aircraft Maintenance Engineer LHD Local Health Districts m metres MDF Mission Debrief Form MEL Minimum Equipment List MoH Ministry of Health MP Member of Parliament MRU Medical Retrieval Unit MVA Motor Vehicle Accident NETS Newborn and Paediatric Transport Services NFRM Notice of Final Rule Making NGO Non-Government Organisation nm nautical miles NPRM Notice of Proposed Rule Making NSW New South Wales NVG Night Vision Goggles NVIS Night Vision Imaging System oC Degrees Celsius or Centigrade PC Performance Class PHCR Patient Health Care Record PMF Primary Mission Form PR Public Relations Qld Queensland

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RFDS Royal Flying Doctor Service RLTC Rapid Launch Trauma Coordinator SAR Search and Rescue SB Service Bulletin SCAT Special Casualty Access team SMS Safety Management System SOP Standard Operating Procedure STC Supplemental Type Certificate TAWS Terrain Awareness and Warning Systems TCAS Traffic Collision Avoidance System VFR Visual Flight Rules Vic Victoria VIP Very Important Person VMC Visual Meteorological Conditions

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SECTION B System Requirements

1. Purpose of Document

This Concept of Operations document outlines the structure and function of the helicopter retrieval service as an integral component of the NSW Health Medical Retrieval System.

It is intended to provide NSW Health, NSW Ambulance, NETS, ACT Ambulance, and contractors, including the Operator with an understanding of the required scope of operations of the helicopter retrieval service.

The following table identifies the stakeholders having an influence on the NSW Medical Retrieval System. In this context NSW Health represents the public.

Stakeholder Organisation Represented By

Helicopter Operators Contracted operators

Local Health Districts and Chief Executives of Local Health Districts Networks Medical Retrieval Service Directors including NETS Chief Executive NSW Ambulance Health Emergency and Aeromedical Services Division. Operational Divisions NSW Health Minister NSW Ministry of Health Ministry of Health Specialty Pillars

ACT Health Capital Region Retrieval Service (Canberra Hospital)

ACT Directorate of Justice & ACT Ambulance Service Community Safety

Councils: Lismore City Council, Orange City Council, Shellharbour City Council, Tamworth City Council Base Owners ACT Government Airports: Bankstown Airport MPs of base owning jurisdictions Members of Parliament (MP) Other MPs AHIA Health Services Union and EMSPA Industrial Bodies Nurses Association ASMOF Others as appropriate NSW Treasury NSW Government Entities Department of Financial Service Department of Premier & Cabinet

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Stakeholder Organisation Represented By

Regulators Civil Aviation Safety Authority Australia (CASA)

Media Media (specialist)

Personnel Medical Retrieval and aeromedical Personnel

2. Background

The role of aeromedical helicopter retrieval services in NSW has evolved significantly over the last 30 years since the first community based helicopter rescue services were established by Surf Life Saving Australia in 1973.

The current arrangements in NSW still embody and reflect the origins of the service some 30 years ago, but have also evolved considerably over time to be operated and managed increasingly as an integrated statewide service.

Key strengths of the current arrangements include the statewide co-ordination and management of adult medical retrievals through the Ambulance Health Emergency and Aeromedical Services Division in conjunction with Local Health District (LHD) based Regional Retrieval Services, and the statewide coordination and management of neonatal and paediatric retrievals by the Newborn and paediatric Emergency Transport Service (NETS) which is a statewide service of NSW Health, managed by the Sydney Children’s Hospitals Network.

The medical retrieval system and aeromedical transport systems are essential to the efficient functioning of the NSW Critical Care and Specialist Care systems, which include such services as Intensive Care, Emergency, Trauma, Stroke, Cardiology, Burns, Spinal Cord Injury, neonatal/paediatric critical care, perinatal care, Intra-Aortic Balloon Pump and Extracorporeal Membrane Oxygenation (ECMO). Medical retrieval systems are support structures to Critical Care and Specialist Care services within Local Health Districts ensuring there is equity of access across New South Wales.

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3. NSW Medical Retrieval and Aeromedical Transport System

Medical retrieval is the transfer of a patient with critical illness or injury, whose condition warrants either stabilisation prior to transport or management during transport by a medical practitioner with appropriate skills.

The Medical Retrieval and Aeromedical Transport System is an integrated system of road ambulances, helicopters, fixed wing aircraft and Clinical Crews. Coordinated by the NSW Aeromedical Control Centre, the transport mode and Clinical Crew is selected to ensure the clinical needs of critically ill patients are met and that access to the patient and transfer to the most appropriate hospital occurs in a clinically appropriate timeframe.

The choice of vehicle (road, fixed wing or helicopter) is based on the clinical urgency, transport requirements, optimum Clinical Crew and vehicle utilisation.

The NSW Medical Retrieval and Aeromedical Transport System has the following components:

 a statewide Adult Aeromedical and Medical Retrieval Service operated by NSW Ambulance staffed by senior critical care specialists with extensive experience in retrieval. The on-call State Retrieval Consultant provides access to 24 hour clinical coordination, support and advice for critically ill patients and logistics support (appropriate receiving hospital, appropriate retrieval team) for critical care transports. The Adult Aeromedical and Medical Retrieval Service also provides transport and escort services for critically ill patients requiring medical retrieval with clinical teams operating out of Sydney, Orange and Wollongong helicopter bases and consultants at the Aeromedical Control Centre;

 regional retrieval services at Lismore, Tamworth and Newcastle provide clinical coordination, support and advice, and transport and escort services for critically ill patients requiring medical retrieval in the HNE LHD, Mid North Coast and Northern NSW LHDs.

 the Capital Region Retrieval Service, operated by the ACT Health Directorate out of Canberra Hospital, provides clinical coordination, support and advice, transport and escort services for critically ill patients being transported to the ACT. The ACT Ambulance Service provides intensive care paramedics;

 a statewide Newborn and Paediatric Medical Retrieval Service (NETS) that provides clinical coordination, support and advice, transport and escort services for critically ill babies and children requiring medical retrieval operating out of Sydney, Canberra and Newcastle using NETS ambulances, and aircraft provided by NSW Ambulance;

 an Aeromedical Control Centre that provides statewide coordination of aeromedical transport and medical retrieval services;

 helicopter available 24 hours per day at Lismore, Newcastle, Sydney (2 Aircraft), Westmead (NETS), Wollongong and Canberra and 10 hours per day at Tamworth and Orange;

 fixed wing Aircraft operating out of Mascot and Dubbo available 24 hours per day;

 dedicated doctor and paramedic retrieval teams at each helicopter Base and;

 doctor and nurse retrieval teams at Westmead (NETS), John Hunter Hospital (Newcastle) and Tamworth Hospital, and fixed wing flight nurses; and

 road retrieval vehicles at helicopter Bases to supplement aeromedical retrievals and to provide transport where a road response by a retrieval team is more appropriate than an aeromedical response.

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4. Volume and Types of Aeromedical Transports

In 2012 there were 1733 pre-hospital and 1871 inter-hospital helicopter missions. This included 137 winch operations. Trauma accounts for one in every four medical retrievals. The remaining patients are a mix of neurological, respiratory and cardiovascular conditions commonly found in critical care areas of hospitals.

Of the 1871 interhospital helicopter missions, the NETS helicopter undertook 327 missions. The average flight operations time of the NETS helicopter was significantly longer than flight time of other retrieval helicopters (2 hours).

For context in 2012, there were 3604 helicopter missions (3211 were accompanied by a doctor), 6691 patients were moved by fixed wing aircraft (663 were accompanied by a doctor) and 2730 patients were moved by road accompanied by a doctor).

Interstate providers also performed a small number of NSW missions across state borders.

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5. NSW Health System Context

The NSW Health System operates Critical Care Referral Networks for critically ill and injured patients. There are prescribed Adult, Paediatric and Perinatal Critical Care Networks. Under the Network structure, hospitals within Local Health Districts refer critically ill patients to a linked regional and tertiary referral hospitals. As a default position, critically ill patients who require urgent transfer are transferred to the linked Regional Referral or Tertiary Referral Hospital regardless of an available bed. The NSW Medical Retrieval and Aeromedical Transport System has a central role and accountability in ensuring the effective operation of the NSW Critical Care Networks.

The Adult, Paediatric and Perinatal Critical Care Networks are supported by statewide Clinical Specialty Referral Networks. These specialty networks are:

 NSW Severe Burn Injury Service;  NSW Acute Spinal Cord Injury Referral Network;  NSW Rural Cardiac Catheterisation Laboratory Referrals  NSW Extra Corporeal Membrane Oxygenation (ECMO) Retrieval Service  Major Trauma Referral Networks

5.1 NSW Severe Burn Injury Service

The NSW Severe Burn Injury Service for adults is located at the Concord Repatriation General Hospital and the Royal North Shore Hospital. Children requiring treatment for severe burn injury are cared for at the Children’s Hospital at Westmead.

Adults with combined severe trauma and burn injury are cared for a Royal North Shore Hospital and children at Children’s Hospital Westmead.

5.2 NSW Acute Spinal Cord Injury Referral Network

The statewide Spinal Cord Injury Service for adults is located at Prince of Wales Hospital and Royal North Shore Hospital. Children requiring care for acute spinal injury are cared for at the Children’s Hospital at Westmead or Sydney Children’s Hospital.

5.3 NSW Rural Cardiac Catheterisation Laboratory Referrals

NSW Health has established cardiac catheter services for adults at Tamworth, Orange, Wagga Wagga, Coffs Harbour and Lismore. Further locations are planned. Where a patient requires urgent inter-hospital transfer from a rural cardiac catheter service to a tertiary hospital then the patient is transferred according to the NSW Critical Care Tertiary Referral Networks. The NSW Medical Retrieval System facilitates these transfers and, where an intra-aortic balloon pump is required, the medical retrieval system provides a pump configured for aeromedical transport.

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5.4 NSW Extra Corporeal Membrane Oxygenation (ECMO) Retrieval Service

For adults, the statewide ECMO Retrieval Service supports the transfer of patients with severe respiratory failure and /or cardiac failure who are at the limits of conventional therapy and require transfer to a tertiary hospital. The safe management of an ECMO retrieval patient requires a coordinated response by the referring and receiving hospitals, ECMO team, NSW Ambulance and the medical retrieval services. ECMO services are provided at Level 6, Cardiothoracic and ICU Services - John Hunter Hospital, Liverpool Hospital, Prince of Wales Hospital, Royal North Shore Hospital, Royal Prince Alfred Hospital, St Vincent’s Hospital, St George Hospital and the Westmead Hospital.

For children, ECMO is provided at the Sydney Children’s Hospital and the Children’s Hospital at Westmead. Both hospitals also refer non-cardiac patients to the Royal Children’s Hospital in Melbourne where extended therapy is anticipated.

An ECMO clinical team is a three person team that travels to a referring hospital with a transport ECMO device and stabilises the patient. After the patient is established on the ECMO device, the patient is then transported with a team of three (two retrieval Personnel, one ECMO Personnel) to the Royal Prince Alfred Hospital or the St Vincent’s Hospital. NSW Ambulance AW139 helicopters and fixed wing aircraft are configured to enable ECMO retrievals.

5.5 Major Trauma Referral Networks

The NSW Trauma Plan integrates all hospital facilities into an inclusive trauma network in order to provide definitive trauma care to all injured patients. Patients with minor to moderate injuries are managed at the nearest appropriate local hospital, while patients with more serious injuries are managed at a regional trauma service or a major trauma service. All major trauma patients are transported to a major trauma service.

The NSW Trauma System comprises defined networks with a major trauma service at the apex of a well- defined set of hospitals. Within each network, the major trauma service has responsibility for trauma patients referred within the network.

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The appropriate identification of patients with serious injury and their timely arrival at an appropriate hospital are crucial to the effectiveness of the trauma system. NSW Ambulance utilises a pre-hospital trauma triage tool to identify patient with serious injury who require transfer to a regional trauma service or major trauma service. NSW prehospital trauma protocol provides for the transport of patients meeting major trauma criteria direct from the scene to the highest level trauma service within a one hour travel time. This travel time can be extended upon discussion with duty State Retrieval Consultant.

Minimising the time patients spend in the pre-hospital environment and direct transport to definitive care are main drivers of the NSW Trauma System.

The NSW Medical Retrieval System and Aeromedical Transport System support the NSW Trauma System by identifying patient who require direct transfer to a regional trauma service or major trauma service and the early dispatch of retrieval teams to either the scene or a non-trauma hospital.

Children up to the age of 16 years fitting the major trauma criteria are cared for at the paediatric major trauma services. If direct transport to a paediatric major trauma service is not feasible, the child is transported to the most appropriate adult major trauma service or regional trauma service for initial stabilisation and subsequent transfer.

The adult and paediatric trauma networks are outlined in the following tables.

The Adult NSW trauma services network. Adapted from the NSW Health policy directive: Critical Care Tertiary Referral Networks & Transfer of Care.

Major trauma service Regional trauma service Referring Local Health District (LHD)

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Coffs Harbour Base Hospital Lismore Base Hospital1 Hunter New England LHD John Hunter Hospital Port Macquarie Base Hospital Mid North Coast LHD Tamworth Referral Hospital Northern NSW LHD The Tweed Hospital1

Northern Sydney LHD Royal North Shore Hospital Gosford Hospital Central Coast LHD

Liverpool Hospital N/A South Western Sydney LHD

Royal Prince Alfred Hospital N/A Sydney LHD

South Eastern Sydney LHD Wollongong Hospital Illawarra Shoalhaven LHD St George Hospital Wagga Wagga Base Hospital Southern NSW LHD2,3 Murrumbidgee LHD

St Vincent's Hospital N/A N/A

Western Sydney LHD Nepean Hospital Nepean Blue Mountains LHD Westmead Hospital Orange Health Service Western NSW LHD Far West LHD4

1. Owing to proximity, hospitals within the Northern NSW LHD maintain a clinical referral network with Queensland. 2. Owing to proximity, Albury Hospital maintains a clinical referral network with Victoria. 3. The Canberra Hospital maintains a referral network for the following hospitals: Batemans Bay, Batlow, Bega, Bombala, Boorowa, Braidwood, Cooma, Delegate, Moruya, Pambula, Queanbeyan, Tumut, Yass and Young. 4.Owining to proximity, Broken Hill Hospital maintains a referral network with South Australia.

Paediatric NSW trauma services network. Adapted from the NSW Health policy directive: Critical Care Tertiary Referral Networks & Transfer of Care.

Major trauma service Child health network Referring Local Health District (LHD)

Hunter New England LHD John Hunter Children's Northern Mid North Coast LHD Hospital Northern NSW LHD1

South Western Sydney LHD (Liverpool, Fairfield, Children's Hospital at Concord) Western Westmead Western Sydney LHD Nepean Blue Mountains LHD

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Northern Sydney LHD (Hornsby, Ryde) Central Coast LHD (Gosford, Wyong) Western NSW LHD Far West LHD2

South Eastern Sydney LHD Illawarra Shoalhaven LHD Northern Sydney LHD (Manly, Mona Vale, Royal North Shore) Sydney Children's Greater Eastern and Sydney LHD Hospital Southern South Western Sydney LHD (Bankstown, Bowral, Camden, Campbelltown, Canterbury) Southern NSW LHD3 Murrumbidgee LHD Australian Capital Territory (ACT)

1. Owing to proximity, referrals from the Northern NSW LHD may go to Brisbane. 2. Owing to proximity, referrals from the Far West LHD may go to Adelaide. 3. Owing to proximity, referrals from the Southern NSW LHD may go to Royal Children’s Melbourne.

6. Operating Environment

6.1 Environmental

The NSW Ambulance helicopters operate across mainland NSW. Flights to Lord Howe Island are conducted by fixed wing aircraft.

In general, the temperature conditions are ISA+25oC to 30oC in summer and ISA to ISA +10oC to ISA- 10oC in winter. Density altitudes in the Kosciusko National Park can reach as high 11,000ft and 6,000 to 7,000ft in the Blue Mountains. The coast can experience density altitudes up to about 3,500ft.

In late autumn through winter (May to August), clear icing may be experienced as low as 3,000ft in cloud. Quick forming and severe thunderstorms can be experienced in late spring and summer (November to February).

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Fig. 1 Average daily maximum temperatures Summer Fig. 2 Average daily minimum temperatures Winter Source: Australian BoM

Operations are likely to be primarily IFR during autumn and winter although local variation exists.

It is not unusual for the plain areas to the west of the Great Dividing Range to experience morning fog in summer followed by clear days.

Smoke from bushfires can be significant during the bush fire season (October to February). Floods occur during late summer and autumn (February to May).

Dust can be prevalent to the west of the Great Dividing Range during summer and is a factor when operating to unsealed airfields or unprepared helicopter landing areas.

Strong westerly to southwesterly winds occur during autumn and spring with turbulence. Standing waves can develop on the leeside of the Great Dividing Range.

Landing on roads is common. Roads generally have power lines alongside and range from dirt tracks to well-paved multi-lane highways. In summer, road tarmac may become soft.

High-tension power lines are strung from towers near hills and mountains and across valleys and rivers.

Operating areas include snow fields, canyons, mountain cliff faces, coastal cliffs, ocean surf, vessels at sea and dense bush land with trees ranging in height over 100ft.

6.2 Population Centres

The NSW population is mostly along the coast with some large inland centres.

The Sydney basin has the highest population in NSW approaching four million people. Sydney traffic during normal business often means that the quickest method of moving patients to hospital or between hospitals is by air.

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Newcastle and surrounding Hunter Valley is the second most populated area with a population of around 310,000 people. The Newcastle area has agriculture, mining and heavy engineering industries.

Wollongong and the surrounding Illawarra area also have mining, agriculture and heavy industries. It is the third most populated area with about 295,000 people.

Medium-sized population centres (30,000 to 50,000) are along the coast. Lismore has a population of 30,000.

Inland, Tamworth has a population of 48,000 and Orange 40,000. Other inland centres have populations ranging from 2000 to 15,000.

The primary means of people moving around NSW is by road and air. West of the Great Dividing Range the most efficient way to move critically ill patients is by air.

6.3 Facilities

There are numerous airfields around NSW available for helicopter operations although the condition and availability of navigation aids varies. The Australian Aeronautical Information Publication (AIP) Enroute Supplement provides most of the information needed to ascertain pavement strength, availability of fuel, hours of operation, etc.

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7. Current Helicopter Network

At present, helicopter services are provided under contract to NSW Health by five public, commercial and not for profit helicopter operators. NSW Ambulance manages the aviation operators and paramedics, and Clinical Crews are provided through various arrangements with NSW Ambulance, Local Health Districts and not-for-profit organisations. NETS provide medical retrieval services for babies and children.

Under the current arrangements the five operators provide nine operational aircraft with 24 hour availability at Sydney, Lismore, Newcastle, Wollongong, NETS and Canberra and 10 hours per day at Tamworth and Orange. There are six different types of helicopters in use. There are operator specific back up aircraft arrangements at Lismore, Tamworth, Newcastle, Sydney, NETS and Canberra.

With five operators there is limited interoperability across the network, even where similar aircraft are in use. Different configurations, Air Operators Certificates and associated procedures means that Clinical Crew and medical equipment cannot be easily transferred to another Base or operator where there is a shortfall in availability.

7.1 Helicopter Bases

Helicopter Bases operate effectively as an Ambulance station and house not only the aviation operator’s equipment and Personnel but also the Clinical Crew, medical stores, medical equipment and Clinical Crew amenities.

The clinical and operational profiles of the current Bases are detailed in Appendix 1.

7.2 NETS Operations

The Newborn and paediatric Emergency Transport Service (NETS) is responsible for the inter-hospital transport of critically ill babies and children. NETS operations are coordinated from Sydney with teams based at Westmead (newborns, infants and children) and satellite services (for newborn and small infant patients only) in Newcastle and Canberra. The satellite services create a service from clinical resources within their respective neonatal ICUs and operational resources provided by NETS. The Service takes calls from any part of NSW and the ACT and accepts primary responsibility for patients.

The default response to a call to the NETS Clinical Coordination Centre is to offer advice and coordinate clinical discussion with a potential destination. A patient transfer is not automatic and even then the use of a NETS team is discretionary. NETS deploys its own teams for 70% of calls, using other options when clinically or logistically more appropriate. These other options include using regional, interstate or adult medical retrieval teams, nurse retrieval/transfer and ambulance escort.

NETS teams in Sydney use road ambulances (operated by NETS), a dedicated NETS helicopter and NSW Ambulance fixed wing aircraft. NETS teams in the ACT use road (operated by NETS) and occasionally helicopter. NETS teams in the Hunter area use road (operated by NETS) and helicopter. Neither of the satellite teams currently use fixed wing although they bring patients to and from airports to meet air ambulances staffed by flight nurses.

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The particular requirements of NETS for vehicles and their facilities and operational capacity flow from the diversity of patient size and the special needs of smaller patients such as incubators and medical air. These requirements are unique to this population of patients. Other treatments such as the use of inhaled nitric oxide are regularly used in newborn or paediatric patients but not in adults. Moreover, hospitals with facilities for critically ill babies and children are located in metropolitan areas. Some patients turn out to be appropriately transported to regional referral hospitals from smaller sites; rather than to metropolitan tertiary hospitals. Newborn and paediatric patients often take longer to treat and stabilise at the referring hospital than adult patients. The implications for transport contractors include longer distances, longer mission times, 24 hour all weather operations and a different distribution of tasking with weekdays as likely as weekends, and missions starting or extending into darkness as commonly as in daylight.

The life support equipment used by NETS is grouped into three types of modules:

1. neonatal; 2. infant/young child; and 3. older child of up to adult size.

These modules have a built-in power supply and the neonatal and infant/young child modules have integrated medical gases for independent operation when required. The modules, however, require connection to the transport vehicle power and gases supplies to extend their operational duration. The size and weight of the modules make a manual handling methodology necessary for operating in and out of various vehicles. In addition, they require locating and locking into vehicles using purpose-designed, positive locking methods which comply with relevant standards.

When operated in specialist road vehicles used by NETS, the modules are transported on electric trolleys which self–load into the vehicles transversely from the on-side and lock in place.

In helicopters with a NETS–compatible interfacing frame, NETS modules slide off the electric trolley and lock into place within the helicopter (either transversely or fore-aft).

NETS equipment uses a standard footprint to interface with vehicles. Detailed dimensions and a jig are available from NETS.

A NETS Clinical Crew comprises at a doctor and nurse (nurse practitioner or nurse). This Clinical Crew assesses, stabilises and then cares for the patient in transit. There is a regular requirement for a third crew member for training purposes or to supply supplementary skills. For paediatric patients best clinical practice is for a parent to accompanying the child during transfer.

A perinatal advice line, administered by NETS provides telephone support regarding high risk obstetric referrals. Patients with obstetric emergencies are transported by fixed wing aircraft using NSW Ambulance flight nurses, all of whom have midwifery qualifications or road using referring hospital midwifery personnel. Patients with obstetric emergencies are not presently transported by helicopter; however, this capability is being explored.

In order for NETS modules to fit into all vehicles, a key principle has been that a ‘split’ occurs between the patient stretcher (and associated life-support equipment) and the sub-trolley apparatus which supports it during ground operations. This helps to ensure that the same patient equipment can be used in road, helicopter and fixed wing aircraft environments and simplifies interoperability with aircraft from different operators. It has permitted interoperability to be retained over many years despite aircraft re-fits and updates.

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7.3 Future Objectives and Outcomes

In the next decade NSW’s population is expected to grow by 15%, with growth concentrated in larger rural centres, coastal and southern areas of the state. By 2022 the demand for helicopter retrieval services is expected to have increased by 23% to reach 4,000 missions per year.

In 2013 the NSW Government announced a reform plan for helicopter aeromedical services. Under the reform plan the provision of helicopter services will be divided into two regions:

 Northern Region: Newcastle Helicopter Base, Tamworth Helicopter Base and Lismore Helicopter Base

 Southern Region: Sydney (Bankstown) Helicopter Base, NETS (Westmead) helicopter base, Wollongong Helicopter Base, Orange Helicopter Base and Canberra Helicopter Base

The objective of the Aeromedical Reform Plan is to ensure a statewide 24 hour helicopter service that supports emergency pre-hospital and emergency urgent and planned inter-hospital retrieval of neonatal, pediatrics and adult patients in alignment with the NSW Critical Care and Trauma Plans.

To achieve this objective NSW Health requires aviation operators to supply helicopter services and aircrew:

 to transport a Clinical Crew (doctor and paramedic, doctor and nurse, or a NETS retrieval team) to a patient at an out of hospital location or in hospital; and

 to transport the patient and the Clinical Crew to a regional referral hospital / trauma service or a metropolitan referral hospital/major trauma service.

7.4 System Requirements

A high level of interoperability is required with one Operator per region and no more than one Aircraft type for NSW. Aircraft in each region must be configured and operated identically so that Aviation Crews and Clinical Crews can seamlessly transfer between Aircraft.

Helicopter Retrieval Operations Base Aircraft Operational model Northern Retrieval Network Newcastle 1 24 hours on Base Aviation Crew and Clinical Crew Tamworth 1 Day: 10 hour on Base Aviation Crew and Clinical Crew Night: 14 hour on call Aviation Crew and Clinical Crew Lismore 1 24 hour on Base Aviation Crew Day: 10 hour on Base Clinical Crew Night: 14 hour on call Clinical Crew Southern Retrieval Network Sydney 2 24 hours on Base Aviation Crew and Clinical Crew (Bankstown) Orange 1 Day: 10 hour on Base Aviation Crew and Clinical Crew Night: 14 hour on call Aviation Crew and Clinical Crew Wollongong 1 24 hours on Base Aviation Crew and Clinical Crew Canberra 1 24 hours on Base Aviation Crew and Clinical Crew

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NETS 1 24 hours on base Aviation Crew and Clinical Crew (Westmead)

An operational profile of each Base, including expected range, retrieval arrangements and patterns is provided at Annex 2.

Afterhours on call operations will be added to Orange in 2014 and to Tamworth in 2015.

7.5 Helicopter Requirements

Aircraft for aeromedical operations are required to be twin engine, two pilot IFR equipped, single pilot IFR certified and capable of undertaking the range of tasks described in this Concept of Operations.

Long-range (300nm) high-speed transits for inter-hospital transfers and accident victim recovery is required when carrying a full load of passengers/crew ( 500kg), medical and rescue equipment (150kg) and fuel.

The Aircraft must have sufficient cabin room to provide the ability for up to one Aircrewman and for Clinical Crew to attend to two adult stretcher patients simultaneously using aircraft configured and installed medical equipment including oxygen, suction and electrical power. The Aircraft should be able to provide electrical power without the rotors being engaged. The range of clinical operation configurations include:

 one stretcher patient and three Clinical Crew;  two stretcher patients and two Clinical Crew;  one bariatric patient and two Clinical Crew;  one stretcher patient, ECMO technician, ECMO machine and two Clinical Crew;  one stretcher patient, intra-aortic balloon pump and three Clinical Crew; or  one NETs module, three Clinical Crew and one parent.

Aircraft providing dedicated services to NETs should also be able to accept two NETs modules (Neonatal or paediatric or a combination) and three Clinical Crew.

In flight the Clinical Crew must be able to actively treat and monitor patients and provide medical intervention. The Aircraft must be configured for EMS operation with integrated oxygen and medical air (for NETS) systems, suction systems and power outlets for medical equipment.

The cabin area must be “clean” with all medical and rescue equipment stowed in lockers or shelving and secure attachment points for medical and rescue equipment. A variety of seating configurations is required with seats able to be moved and locked into position depending on the crew and patient configuration. Seating directly behind (preferable) or adjacent to the head of each stretcher (or directly opposite the patient in the case of a neonatal crib) must be available for at least one of the Clinical Crew for every flight carrying a patient.

Provision of integrated medical equipment and systems, such as oxygen and power outlets, suction, stretchers and stretcher loading systems is the responsibility of the Operator. Provision of non-integrated medical equipment is the responsibility of NSW Ambulance or NETS; however the Operator is required to provide secure attachment points for medical equipment.

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Aircraft at Lismore, Newcastle, Sydney, Wollongong and Canberra will continue to be hoist equipped and the paramedics will be trained to undertake the Rescue Crewman role. All helicopters will be configured to enable installation of the standard winch so that the Aircraft can be rotated between Bases.

Over water rescue operations must be able to be conducted out to 90nm from shore. Over water rescue operations are coordinated by NSW Police and the Australian Maritime Safety Authority who have access to a range of rescue assets beyond what NSW Ambulance has access to.

The aeromedical system requires all-weather, NVG capable helicopter for operations and training.

7.6 Bases

Helicopter Bases operate effectively as an Ambulance station and the Operator is responsible for providing facilities that will accommodate the helicopter service and the NSW Ambulance paramedics, doctors and managers stationed at the Base. This includes storage for ambulance and medical equipment, stores and consumables as well as Personnel amenities.

In each region there is one primary Base. The Northern Region operation is managed by NSW Ambulance from the Newcastle Base, and in the Southern Region the operation is managed by NSW Ambulance from the Sydney Base.

The Sydney Base is the focal point for the NSW Ambulance medical retrieval operations providing leadership and facilities for clinical and aeromedical operational training, clinical governance and medical management. The Sydney Base is required to include training facilities that will support consistent and economical statewide training of Aviation Crew and Clinical Crew.

The location of major maintenance activities is the responsibility of the Operator. However, one Base per region must be capable of heavy maintenance. Minor maintenance is expected to be conducted on all Bases.

Helicopter Bases are required to be substantial, provide proper approach and departure paths, ground support equipment, pad size and strength, hangarage and sufficient distance from structures to account for downwash. Undercover facilities and provision of electrical power outlets for road ambulance vehicles are also required.

Newcastle

The Newcastle Base is the NSW Ambulance administrative centre for the Northern Region helicopter operation. In addition to housing the helicopters, maintenance facilities, and facilities for Aviation Crew, the Base must provide under cover parking for a retrieval ambulance and accommodation and facilities for paramedics and doctors undertaking duties on the roster, the NSW Ambulance Aeromedical Zone Manager (Northern) a station officer and an educator.

Sydney

The Sydney Base requires joint facilities for on duty Aviation Crew and Clinical Crews, maintenance facilities, and training facilities for Aviation Crew and Clinical Crew (Class B simulator, static training devices, training rooms, etc).

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The Sydney Base is the operational centre of the NSW Ambulance helicopter operations and provides clinical and operational training, governance and leadership.

NETS

The NETS Base is a roof top helicopter landing site on the NETS building on the Westmead hospitals campus. The Base is owned by the Health Administration Corporation and administered by Western Sydney Local Health District.

While there are no current operational issues with the Base, construction around the Base may cause issues with flight paths associated with the rooftop helipad over the Term of the Contract.

Canberra

The Canberra Helicopter Base is a purpose built facility located adjacent to the Monaro Highway in Hume. The Base is owned by the ACT Government.

7.7 Availability

Helicopters must be available at all times at the nominated bases to undertake the retrieval of pre- hospital and inter-hospital patients.

Aircraft must be appropriately crewed and configured to respond when tasked. (Appropriately crewed and configured Aircraft means that the crew and Aircraft are trained, current and equipped to complete the task i.e. If an aircraft tasked on a mission requiring IFR is non IFR at the time of tasking, then the aircraft is will be considered “not available”).

NSW Ambulance helicopters operate as a network ensuring optimum statewide coverage. Ambulance experience is that to provide robust service provision 93.4% Aircraft availability is required by each Base.

The aviation provider is responsible for having a robust Aircraft support and sustainment system in place to ensure availability including:

 back-up Aircraft,

 Training Management Plans,

 scheduled and un-scheduled maintenance strategies and planning, and

 on and off-site engineering services and appropriate spares holding.

As availability is a key system requirement, immediate notification is required if an Aircraft becomes unavailable along with a plan to maintain the required level of service.

7.8 Responsiveness

Responsiveness is critical to patient outcomes and Aircraft are required to be airborne in appropriate time frames as safely as possible following tasking.

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Certain types of tasking requests - such as tasking to a water rescue – should have faster response; however, the safety of the mission always takes precedence.

7.9 Operations in Congested Environments and Elevated Helipads

Aircraft performance must be such to minimise risks associated with landing and take-off from hospital helicopter landing sites as these are located in built up areas usually with no reject areas.

When operating to and from hospital helicopter landing sites where a forced landing would have an unacceptable community and infrastructure impact, the Aircraft are required to operate to Category A/Performance Class 1.

All Aircraft are to be certified for Category A procedures, and when the payload allows, operate to Performance Class 1 if available at the relevant helicopter landing site.

7.10 Regulatory Requirements

Aviation operators are required to comply with all relevant legislation.

7.11 Crew Concept

Pilots and Aircrewmen are provided by the Operator and the Clinical Crew by NSW Ambulance (excluding ACT) either directly or via contractual arrangements.

Aeromedical operations in NSW use a two Clinical Crew model (doctor and paramedic or doctor and nurse).

At all Bases (other than the NETS Base) a doctor and paramedic Clinical Crew will be on Base or on call with the Aviation Crew. The Aviation Crew and Clinical Crews are required to work closely together to achieve patient care outcomes. At the NETS Base a NETS Clinical Crew and NETS equipment will be on Base ready to depart with the Aircraft.

Aircraft are required to operate single Pilot for IFR and VFR operations (unless the Aircraft certification requires a different complement).

A hoist operator is required for winch equipped Aircraft. Operators have the option of additional Aircrew arrangements (e.g. Aircrewman, down the wire Rescue Crewman or co-pilots) provided they enhance and do not limit aeromedical operations.

Clinical Crew are available to assist the pilot in the safe operation of the Aircraft and their roles in this regard are to be reflected in the Operator’s approved CASA-required documentation (e.g. Operations Manual). The roles may include the provision of a clearances from obstructions during approach, landing and takeoff, however, these functions must not detract from the principal role of patients care.

Aircrew are required to assist the Clinical Crew including loading and unloading patients and equipment on and off the Aircraft and preparing the Aircraft to receive patients and reconfiguring the Aircraft as required. Aircrew are not expected to undertake a patient contact clinical assistant role.

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7.12 Training of Clinical Crew

The Clinical Crew will have a high level of aviation awareness training. The Operator will be required to provide access to Aircraft, static training equipment and simulators (when appropriate) to ensure that proficiency and currency are maintained.

The Operator must provide Clinical Crew with appropriate check and training in order to ensure that tasks are conducted professionally, competently and at minimal risk. The training of Clinical Crew also needs to include ongoing competencies for the Rescue Crewman Role, including water rescues.

The Operator must ensure sufficient qualified training Personnel are provided to supervise training and maintain safe operations. All Clinical Crew and Aviation Crew must maintain the required level of currency and records must be maintained. Training of Clinical Crew is a joint responsibility between the provider of the Clinical Crew and the Operator. Aviation training is conducted jointly by aviation and ambulance trainers.

Crew Resource Management training is made available to all crew members (Clinical Crew and Aviation Crew) and includes Personnel from the Aeromedical Control Centre.

While dedicated Clinical Crewing is provided, in order to maintain clinical skills, Clinical Crew are either part-time or periodically rotate off the aircraft. Hence a larger pool of Clinical Crew is required than Aviation Crew. In addition, the medical retrieval services are accredited clinical training organisations and senior registrars are allocated to the helicopter and rotate out of the position every six months. In the Greater Sydney Area (Bankstown, Wollongong and Orange) there are 36 registrars and up to four new consultants to be trained each year over two training periods. The number of registrars and consultants will increase as the new operational configuration and on base medical and paramedic teams are implemented.

All training of pilots and Aircrewman is the responsibility of the Operator. However, familiarisation training with NSW Aeromedical operations is required before commencing flying operations.

7.13 Helipad Management

NSW Ambulance will maintain a database approved hospital helicopter landing sites. The database will outline the different types and ownership details as well as pad specifications including maximum weight the structure can accept, pavement or wheel loading, any services, surrounding obstructions on the approach, at the pad and on the departure, and other information such as communication requirements and noise abatement procedures.

7.14 Governance, Oversight, Risk and Change Management

The aeromedical operations application map shown below outlines the 18 functional dimensions of NSW aeromedical operations that require management. Governance is a key component and is further sub- divided in five elements:

 aeromedical capability;  compliance;  assurance;  risk management; and

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 cultural development.

A detailed Assurance Plan has been developed covering the 18 dimensions. Contract obligations with respect to the Assurance Plan will be embedded in the Contracts. This model forms the basis for the governance and safety assurance activities within NSW Ambulance aeromedical operations.

NSW Ambulance Aeromedical Services Applicat6ion Map

NSW Ambulance Integrated Risk and Safety Management System

NSW Ambulance has developed and is implementing an Integrated Risk and Safety Management System (IRSMS) for use across the aeromedical network. This IRSMS must be used by all Operators, crew and stakeholders involved in aeromedical operations. The Safety Management System component of the NSW Ambulance IRSMS is designed to mirror CASA’s compliance requirements namely:

 Safety Policy, Objectives and Planning;  Safety Risk Management;  Safety Assurance; and  Safety Training and promotion.

A key component of the IRSMS is operational risk management. NSW Ambulance has via these CONOPS identified the task profiles required to be undertaken for NSW aeromedical operations. NSW Ambulance has developed a suite of operational risk profiles for each of these task profiles. Each of these task profiles requires the specific use of an operational risk management practice or policy and the development of associated procedures and practices. The aim of the operational risk profiles is to drive consistency in operational practice across all bases. The task profiles are discussed in detail in Section C.

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Integration

Integration is a key component of the NSW Ambulance IRSMS and includes:

 integrating practices used by the Aviation Crew and Clinical Crew;  integrating strategic, operational and change practices of NSW Ambulance and Operators;  integrating flight and ground safety; and  integrating NSW Ambulance and Operator operational policies and practices.

The Operator's Safety Management Systems must be mapped to the NSW Ambulance IRSMS and the requirements of the IRSMS must be met.

7.15 Patient Safety and Clinical Quality Management

The NSW Ambulance has a well-developed clinical risk management and patient safety and clinical quality program. The IRSMS and Operator SMS and operational procedures must complement the clinical risk management program.

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SECTION C Mission Types

1. Introduction

The NSW Ambulance Service utilises helicopters in a variety of tasks. These tasks are detailed in the Aeromedical Tier 2 Application Map as shown below.

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Each of these tasks has an associated Operational Risk Profile (ORP) that details the risks and associated treatments. Operators are required to institute the treatment strategies outlined in the ORPs.

In addition, there is also a set of risk conditions that relate to Aircraft hazards that are not task specific. These also have a set of ORPs to identify risks and appropriate treatments.

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2. Tasking – Role of the ACC

The NSW Ambulance Aeromedical Control Centre (ACC) is responsible for the tasking of all fixed wing aircraft and helicopters contracted to NSW Ambulance for missions occurring in NSW. The ACT Emergency Services Agency Communications Centre is the sole tasking authority for missions occurring in the ACT.

Tasking is defined as the formal communication and authorisation for an Aircraft to a mission. Clinical decision making about the nature of a retrieval and the type of vehicle for transport (road or air) is made by clinicians within the ACC, NETS or the Regional Retrieval Service. Once clinical acuity and urgency has been defined, a request for Aircraft is relayed to the ACC. The ACC then authorizes an Aircraft to undertake the mission.

The ACC is located at the Sydney Ambulance Centre. Aircraft on contract to NSW Ambulance are for the exclusive use of NSW Ambulance. Use of these aircraft by other agencies, with the exception of tasking within the ACT, is at the sole discretion of the ACC.

The ACC operates 24 hours per day and is staffed by specialist Personnel including Aeromedical Operations Officers, Clinical Nurse Specialists and critical care doctors (emergency physicians, anesthetists and intensive care specialists).

The Rapid Launch Trauma Coordinator function within the ACC is responsible for identifying patients in the prehospital setting who would benefit from an early medical retrieval response either to the scene or to a non-trauma hospital. This function is particularly focused on rural areas.

The requirement for an Aircraft is guided by protocols. Requests for aeromedical helicopters arise from a number of sources. These include:

 an inter-hospital retrieval request where helicopter is deemed the most appropriate vehicle;

 an activation by the rapid launch trauma coordinator where an early response to a patient at a scene or non-trauma hospital is indicated;

 a request for a helicopter from paramedics at a pre-hospital scene; and

 a request from an external agency such as AMSA, NSW Police or other emergency service.

In pre-hospital responses, once a decision is made to activate a helicopter response, the ACC will contact the helicopter Base point of contact. The ACC will provide location, incident type, clinical circumstances (to Clinical Crew), access factors, landing sites if known, radio channels and on scene points of contact.

Tasking information is provided in the format of a specific location, GPS or map co-ordinates.

Tasking is usually by phone to the helicopter Case, but may also occur in flight if reassignment is required.

The resting configuration for helicopters (except the NETS helicopter) is for a pre-hospital land on response. Reconfiguration or the addition of role specific equipment will be required for specific tasks.

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The destination hospital may not be known at the time of departure.

With inter-hospital transfers, the receiving hospital is usually known, however, in urgent circumstance the ACC will provide clinical advice and locate an appropriate receiving hospital. A response to the referring hospital may be requested before the receiving hospital is known.

The ACC uses triage and vehicle selection protocols to determine the appropriate response. The ACC has critical care nurses and specialists to assist with clinical co-ordination and patient management. Once a decision is made to activate a helicopter response, the ACC will contact the helicopter Base point of contact. The ACC will provide the referring and receiving hospital, clinical details (to the Clinical Crew) and the triage (urgency) determination.

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3. Command and Control

NSW Ambulance operates under detailed command and control protocols, which guide mission coordination once tasked.

Operational control of NSW Ambulance resources (including Aircraft) attending an incident rests initially with the geographic control centres (Sydney, Wollongong, Dubbo or Newcastle) until resources arrive on scene. Once resources arrive on scene, operational command and control rests with the NSW Ambulance scene commander.

Once tasked by the ACC to an incident, the Aircraft comes under the operational control of the relevant geographic Control Centre until a scene commander is established. At that time command and control moves to the scene commander.

During the mission the Control Centre will follow the Aircraft through the Ambulance Computer Aided Dispatch System. The Control Centre dispatcher must be informed of the operational channel by the Aircraft. During the incident the Aircraft must advise the Control Centre of its status at critical points during the incident including:

 responding;  at scene;  winching;  depart scene;  destination; and  clear operational channel.

These transmissions will be acknowledged and recorded. The events will be recorded in the NSW Ambulance Computer Aided Dispatch System.

Any activation of an Aircraft for difficult patient access will also be supported by an immediate ground based response and the appropriate local rescue resources.

All Aircraft movements are monitored by the ACC using GPS tracking software, in addition to the mission monitoring and communication protocols described above.

Flight monitoring is the process by which the ACC follows the movement of Aircraft through its tasking. The flight monitoring process allows the ACC to maintain situational awareness of the location of their assets and the progress of the task. This situational awareness allows the ACC to consider varying the flight plan in response to new tasks or changes in patient condition. Additionally, flight monitoring allows the ACC to co-ordinate ground transport for patients if required.

Flight monitoring is undertaken by GPS aircraft tracking and the mission monitoring protocol.

Flight monitoring by the ACC is different to Flight Following provided by Air Services Australia, which it does not replace.

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4. Rotary Wing Emergency Aeromedical Response

4.1 Motor Vehicle Crash

A motor vehicle crash (MVC) response is a mission to an accident scene that involves a motor vehicle on or nearby a roadway. The terrain around the scene may be confined and hazardous. The response may be conducted by day or night.

The response results from the occurrence of an MVC within a Base’s normal response area, in which a critically ill or injured person(s) is to be treated and then transported from an accident scene to a hospital. Tasking is initiated by the ACC, which provides a street address or a latitude and longitude. In the case of isolated roads, the exact location may be unknown and just a general area is provided. Information on a suitable landing area nearby may or may not be available. Winching or hover exit of Clinical Crew may be required.

Hot refueling should be avoided.

The standard doctor/paramedic Clinical Crew is used for MVC responses. The resting configuration of the Aircraft should be for this type of response and reconfiguration should not be required unless for a specific reason. Fuel load may need to be amended depending on range to the scene.

The minimum weather on scene is required to be helicopter VMC, although takeoff and transit to the scene maybe conducted under IFR. The destination hospital may or may not be known at the time of departure. If the destination has an instrument approach, then the arrival may be made IFR.

The NSW Ambulance command and control procedures and mission monitoring procedures must be followed. Generally, road crews will be on scene to assist the Aircraft crew identify a landing site and provide scene and patient information. This, however, is not universal and on occasion the Aircraft crew may be the first and or only response. A helicopter landing site may or may not have been established by ground crew but in any case, the Aircraft crew must be alert to potential hazards including wires, obstructions and non-controlled access to the site by members of the public.

The Clinical Crew will advise the appropriate destination hospital.

A post mission debrief will be conducted on completion of the mission and any variation or deviation reports will be submitted as required. Crews are required to complete a Mission Debrief Form (MDF), Primary Mission Form (PMF), Patient Health Care Record (PHCR) and IIMS / SMS report if required.

4.2 Accident Response

An accident response is a mission to an incident scene that excludes MVCs but may include accidents involving vehicles such as trains or aircraft where a critically ill or injured person(s) is to be treated and transported from an accident scene. These incidents include gunshots, stabbings, poisonings, exposure, bites/stings, farm accidents, recreational accidents, drowning or diving events, burns, etc. The response may be conducted by day or night.

Tasking is initiated by the ACC, which provides a specific location or a latitude and longitude. On some occasions, the exact location is unknown and just a general area is given. Information on a suitable

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Hot refueling should be avoided.

The standard doctor/paramedic Clinical Crew is used for these responses. The resting configuration of the Aircraft should be for this type of response and reconfiguration should not be required unless for a specific reason. Fuel load may need to be amended depending on range to the scene and weather.

The minimum weather on scene is required to be helicopter VMC, although departure and transit to the scene maybe IFR. The destination hospital may or may not be known at the time of departure. An IFR approach to hospital destination may be required.

The NSW Ambulance command and control procedures and mission monitoring procedures need to be followed. Generally, road crews will be on scene to assist the Aircraft crew identify a landing site and provide scene and patient information. This, however, is not universal and on occasion the Aircraft crew may be the first response. A helicopter landing site may or may not have been established by ground crew but in any case, the Aircraft crew must be alert to potential hazards including wires, obstructions and non-controlled access to the site by members of the public.

The Clinical Crew will advise the appropriate destination hospital.

4.3 Water Response

A water response is a mission to a scene that involves operations in, around, and/or above water, which includes dams, rivers, seas and oceans. The response results from a request from the ACC, which may have originated from AMSA or the NSW Police. NSW Ambulance Aircraft services may or may not be the primary responders, but have been requested to assist with critically ill or injured person(s) who need to be treated and transported from a maritime emergency scene. Incidents include drowning, diving events, boating accidents, persons in the water or ill or injured person on boats and ships. The tasks may be conducted by day or night, with or without the aid of NVGs.

Tasking may result from a triple zero call to NSW Ambulance or at the request of AMSA or NSW Police. Tasking is initiated by the ACC usually in conference with the requesting agency. A specific location may be provided, latitude and longitude or an external contact in the case of ships and an external agency. The response may require winching, ship-deck landing, or landing at a basic landing site (eg a beach).

The standard doctor/paramedic Clinical Crew is used for water responses; however an additional Rescue Crewmen may be required. The resting configuration of the Aircraft should be for this type of response, however, reconfiguration is likely to be required such as life rafts, additional crew PPE and water winching equipment. Fuel load may need to be amended depending on range to the scene.

The minimum weather on scene is required to be helicopter VMC, although departure and transit to the scene maybe IFR. The destination hospital may or may not be known at the time of departure.

The NSW Ambulance command and control procedures and mission monitoring procedures must be followed. However, additional communications with AMSA or NSW Police may need to be maintained

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4.4 Search and Rescue

A search and rescue (SAR) response is a mission to search for, and recover, persons lost at sea or on land. While rescue is not the responsibility of NSW Ambulance or the primary function of NSW Ambulance Aircraft, NSW Ambulance Aircraft are often used for rescue operations particularly when persons are known or expected to be injured. The task may be conducted during the day or at night.

Tasking may result from a triple zero call to NSW Ambulance or at the request of AMSA or NSW Police. Tasking is initiated by the ACC usually in conference with the requesting agency. A specific location may be provided, latitude and longitude or an external contact in the case of on scene SAR command or an external agency. The exact location may be unknown with just a general area given. Information on a suitable landing area nearby may or may not be available. Winching or hover exit of Clinical Crew may be required once the patient is found.

The standard doctor/paramedic Clinical Crew is used for SAR responses, however an additional Rescue crewmen may be required. The resting configuration of the Aircraft should be for this type of response; however, reconfiguration is likely to be required such as life rafts, additional crew PPE, overnight survival equipment, additional roping equipment and water winching equipment.

Fuel load may need to be amended depending on distance to the search area and expected time on task. Weather conditions during searches can be variable, however minimum weather on scene is required to be helicopter VMC, to enable visual searching.

The NSW Ambulance command and control procedures and mission monitoring procedures must be followed. However, additional communications with AMSA or NSW Police may need to be maintained regarding scene and incident information. In any case, the NSW Ambulance mission monitoring procedures need to be followed.

SAR missions should not be undertaken without the involvement of the responsible rescue agency and ground support. Observers who are not trained may be required if they have some specific expertise such as knowledge of the area.

Hot refueling should be avoided.

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5. Rotary Wing Inter-hospital Transport

5.1 Emergency Medical Transfer

An emergency medical transfer is an inter-hospital transfer mission that is unscheduled and subject to time constraints consistent with an emergency response. The response results from a need to move a critically ill or injured person(s) from a hospital that cannot provide the level of care commensurate with the patient’s illness or injury, to a hospital with more appropriate facilities.

Tasking is initiated by the ACC following a request from the hospitals involved. The Aircraft and crew are required to respond to the referring hospital in a timeframe provided by the ACC which is determined by the patient’s clinical condition.

Referring hospitals have designated helicopter landing sites which may be on site or offsite. Ride along passengers can feature in such transfers. A specific Operational Risk Profile exists for ride along passengers.

Generally, the standard on Base doctor/paramedic Clinical Crew (or NETS crew) is used for inter-hospital transfers; however, at some Bases relocation to a nearby hospital to collect the inter-hospital transfer Clinical Crew may be required. The addition of predetermined inter-hospital medical equipment is required.

Fuel load may need to be amended depending on range to the dispatching hospital and the distance to the receiving hospital.

Hot refueling should be avoided.

Missions may also include exposure to infectious disease, in which case appropriate precautions and PPE guided by the Clinical Crew is required. A specific ORP exists for infectious patients.

Missions can occur during the day or night and the minimum weather conditions will be determined by the helicopter landing sites utilised during the task. VMC conditions will normally be required for departure and arrival unless operating from an airfield where IFR may be applied. IFR can be utilised for the transit component and where helipads have instrument approach procedures published or where a visual breakoff from an instrument approach can be made.

A post mission debrief will be conducted on completion of the mission and any variation or deviation reports will be submitted as required. Crews are required to complete a Mission Debrief Form (MDF), Patient Health Care Record (PHCR) and IIMS / SMS report if required.

5.2 Scheduled Medical Transfer

A scheduled medical transfer is an inter-hospital transfer mission that is scheduled/planned in advance and not subject to the time constraints of an emergency response for transfer. They are based on a need to move a patient from one hospital to another for a higher level of care.

Tasking is initiated by the ACC following a request from the hospitals involved. The ACC will have planned the transfer based on a non-urgent use of Assets. The Aircraft and crew are required to position to the referring hospital according to the non-urgent schedule.

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Referring hospitals have designated helicopter landing sites which may be on site or offsite. Ride along passengers may feature in such transfers.

Generally, the standard on Case doctor/paramedic Clinical Crew (or NETs crew) is used for inter-hospital transfers; however, at some Bases relocation to a nearby hospital to collect the inter-hospital transfer crew may be required. The addition of predetermined inter-hospital medical equipment is required.

Fuel load may need to be amended depending on range to the dispatching hospital and the distance to the receiving hospital.

Hot refueling should be avoided.

Missions may also include exposure to infectious disease. A specific ORP exists for infectious patients.

Missions can occur during the day or night and the minimum weather conditions will be determined by the helicopter landing site utilised. VMC conditions will normally be required for departure and arrival unless operating from an airfield where IFR may be applied. IFR can be utilised for the transit component and where helipads have instrument approach procedures published or where a visual breakoff from an instrument approach can be made.

A post mission debrief will be conducted on completion of the mission and any variation or deviation reports will be submitted as required. Crews are required to complete a Mission Debrief Form (MDF), Patient Health Care Record (PHCR) and IIMS / SMS report if required.

5.3 Neonatal and Paediatric Patient Transfers

A neonatal/paediatric transfer is an inter-hospital transfer of a baby or child that can be either scheduled or unscheduled and subject to time sensitivities. The response results from a need to move a patient from one hospital to another for upgraded clinical care.

The mission load may include specialist equipment, including a NETS cot or a stretcher with a ‘bridge’ for older children and, due to the nature of the patient, ride-along passengers (such as parents) are common.

Tasking is initiated by the ACC and NETS clinical co-ordination following a request to NETS from a hospital. The Aircraft and crew are required to position from the aeromedical Base to the referring hospital in a time frame advised by NETS. Referring hospitals have designated helicopter landing sites which may be on site or offsite.

Crew composition is determined by NETS, and commonly includes three Clinical Crew members and one parent in addition to the patient.

An Aircraft dedicated to NETS will be in a standing NETS configuration at the NETS Base. Other Aircraft will need to be reconfigured and relocated to the NETS Base to collect the NETS crew and NETS equipment.

Fuel load may need to be amended depending on range to the referring hospital and the distance to the receiving hospital.

Hot refueling should be avoided.

Missions may include exposure to infectious disease. A specific ORP exists for infectious patients.

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Missions can occur during the day or night and the minimum weather conditions will be determined by the helicopter landing site utilised. VMC conditions will normally be required for departure and arrival, however IFR can be utilised for the transit component and where helipads have instrument approach procedures published.

A post mission debrief will be conducted on completion of the mission and any variation or deviation reports will be submitted as required. Crews are required to complete a Mission Debrief Form (MDF), Patient Health Care Record (PHCR) and IIMS / SMS report if required.

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6. Rotary Wing Specialty Tasks

6.1 VIP / PR flights

A VIP or Public Relations (PR) flight is a flight requested by NSW Ambulance or ACT Ambulance (SouthCare) or occasionally by the Operator for the purpose of carrying VIPs, fundraising promotion or for promotion of the NSW Ambulance service or participation in an exercise.

The task usually involves re-positioning the Aircraft and crew to an off-site location. A risk assessment of any non-normal landing area must be conducted before acceptance of the task. This should include potential downwash damage, crowd control, security and maintenance of an urgent response capability.

The Clinical Crew will usually attend to ensure response capacity.

During a VIP / PR flight the Aircraft will remain available for normal contractual call-outs with Aviation Crew, Clinical Crew and associated equipment.

6.2 Transport incorporating ECMO and / or Intra-Aortic Balloon Pump

The task involves the transport of patients incorporating the use of extra corporeal membrane oxygenation (ECMO) and / or an intra-aortic balloon pump (IABP).

Not all retrieval services undertake these missions because of the specialised equipment and Personnel required. The Aircraft requires reconfiguration to accept the ECMO or IABP equipment plus additional Clinical Crew. On occasion the Aircraft is required to transport the Clinical Crew and specialist equipment to the referring hospital. At other times, the Clinical Crew and equipment will travel to the referring hospital separately and the Aircraft is required to return the Clinical Crew, equipment and patient to the receiving hospital

ECMO / IABP transfers require significant payload and space. These specialist transfers require significant planning involving the Aviation Crew, Clinical Crew, specialist team and the ACC.

6.3 Bariatric Patient Transfers

A bariatric patient for aeromedical purposes is considered to be one whose weight has been assessed as greater than 135 kilograms or any person whose physical dimensions exceed the capability (including stretcher dimensions) of standard equipment. It is expected that Aircraft transfers of patients weighing up to 200kg is possible over the normal response area of the helicopter.

The ACC collects patient weight as a routine booking requirement. If a referring hospital advises a patients weight is over 110kg, the hospital is requested to provide additional patient parameters such as girth etc.

Bariatric transfers require the use of special stretchers and significant planning is required involving the Aviation Crew, Clinical Crew and ACC. Additional support to load and unload the Aircraft is required at the referring and receiving hospital. In general, bariatric transfers by Aircraft are not undertaken from hospitals without onsite helicopter landing sites.

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7. Rotary Wing Training

7.1 Winch Training

Training is conducted by the Operator for Clinical Crew to ensure proficiency in the following hoist operations: land winch, water winch, boat winch, night winch.

Winch training is to be conducted using a combination of winch simulator, static training and live hoist operations using realistic scenarios for context. The winch height during live winch training is to be as low as practically possible. Winch hooks that are resistant to dynamic rollout and D-ring reversal must be used.

7.2 Water Response Training

Training for water responses involves preparation for operations in still water, ocean and surf rescue scenarios as well as high line and boat deck operations.

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8. Rotary Wing Risk Conditions

NSW aeromedical operations involve a number of high risk operations. Each of these has a set of ORPs developed to guide risk management. These operations include:

 hazardous terrain – canyons, mountains and cliffs;  day and night out landings;  hospital helicopter landing sites'  medical evacuations from ships;  hoist operations;  infectious disease patients;  cold weather operations;  NVG operations;  ride along passengers;  high altitude operations;  hover entry and exit operations;  hot loading and unloading; and  hot refueling.

8.1 Hazardous Terrain

A hazardous terrain response is any mission involving terrain, such as dense bush land, cliffs, canyons, or mountains. For these responses it is highly likely that a landing cannot be accomplished to reach the patient and a winch insertion /extraction will be required.

Incidents include falls, abseiling incidents, persons stuck on a rope, rock climbing incidents and bush walking incidents.

8.2 Day and Night Out-landing

Day and night out-landings are common in NSW Aeromedical operations and require significant crew coordination to identify and manage risks. Aviation Crew need to be prepared to engage with land-owners once on the ground.

A night out-landing can be conducted either as an unaided landing or a landing with the use of night vision imaging equipment. It is the intent of NSW Aeromedical operations to move to routine use of NVG during night operations.

8.3 Hospital Helicopter Landing Sites

Approach and departure paths to hospital helicopter landing sites need be selected taking account of localised wind-indicators, local terrain features, and the degree of congested or built-up area beneath the flight path and any local environmental or noise abatement protocols established for the use of the helipad. The Aviation Crew needs to familarise themselves with the particular features of hospitals landing sites in their Area of Operation.

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As hospitals are located in built-up areas, obstructions such as cranes may appear without warning in the vicinity of hospitals. Hospital helipads may be close to or actually a part of the hospital clinical buildings where patients and critical infrastructure is located; as such, it is highly desirable that Aircraft operate to PC1 in these environments.

The receiving hospital will be advised of an ETA and ground security Personnel will prepare the helicopter landing site for arrival. Hospital medical teams do not usually meet arriving Aircraft.

8.4 Ship-deck landing

NSW Ambulance Aircraft are required to undertake medical evacuations from ships. This includes cruise ships and commercial vessels. Operators are required to have risk assessed procedures detailing such operations with reference to any international and AMSA standards.

Tasking for evacuations from ships originate usually from AMSA or NSW Police. The ACC will task the appropriate helicopter Base usually in conference with the requesting agency. AMSA maintains a detailed library of ships including photos and contacts to assist planning.

AMSA can organise top cover during missions if required.

NSW Ambulance requires such operations to be conducted by HUET current Personnel and the mission should include crew survival equipment e.g. life raft.

8.5 Winching

NSW Ambulance Aeromedical operations involve around 150 hoist missions per year across the state.

Winching should only be undertaken if a suitable landing site is not available and other methods of accessing and/or extricating the patient are not appropriate. Winching harnesses should be fitted to crew prior to departure from the Base as part of standard PPE before flight.

The default position is to winch down only the minimum number of crew to safely assess/extricate the patient. On occasion this can be safely executed by one Clinical Crew member. Two crew members are required for stretcher hoist operations.

A post mission debrief will be conducted on completion of the mission and any variation or deviation reports will be submitted as required. Crew completes Mission Debrief Form (MDF), Primary Mission Form (PMF), Patient Health Care Record (PHCR) and IIMS / SMS report if required.

8.6 Night Vision Goggles

It is the intent of NSW Aeromedical operations to move toward the routine use of night vision goggle (NVG) operations. NSW Ambulance requires NVG operations to be used only to enhance night mission safety not to enable night missions that would otherwise not be undertaken.

The Operator is required to maintain the regulatory compliance required to enable NVG capability within an operation.

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A post mission debrief will be conducted on completion of missions where NVGs were used. Any variation or deviation reports will be submitted as required. Crew completes Mission Debrief Form (MDF), Primary Mission Form (PMF), Patient Health Care Record (PHCR) and IIMS/SMS report if required.

8.7 Ride Along Passengers

NSW Aeromedical operations are often required to transport persons in addition to the patient and standard Aviation Crew and Clinical Crew.

These include:

 parents of children;  other NSW Ambulance or emergency service Personnel who are required for a particular mission;  hikers, bush walkers, and rock climbers that were part of the group that originally included the patient, where it has been determined that to leave them at the scene would present a risk;  other emergency response personnel where the ground journey to/from the scene represents a risk;  safety auditors; and  specific ambulance training Personnel.

8.8 Hot Loading and/or unloading of patients

‘Hot’ loading / unloading of a patient involves the loading or unloading of a patient, including the associated Personnel while the engines are running and the main and tail rotor blades are still turning.

This is a procedure that should only be undertaken in exceptional circumstances and requires specific procedures for the control of personnel movements.

8.9 Hot refuelling

A hot refuel is where the Aircraft is refueled while the engines are running and blades are turning. This should only be undertaken in exceptional circumstances.

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List of Annexes

A. OPERATIONAL BASE PROFILES B. NETS Specifications

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ANNEX A – Operational Profiles by Base

Lismore

Lismore Base is the northern most Base in the Northern Zone and located within the Northern NSW LHD. The Aircraft and crew at this base will operate in a network with Aircraft and Clinical Crews located in Newcastle and Tamworth.

Operational model Current operational model (24 hours ):

Aviation Crew on base. On call doctor and paramedic for pre-hospital and inter-hospital missions.

Operational Model from June 2014 (24 hours):

Aviation Crew on base 24 hours and a doctor and paramedic on base for 10 hours (day) and on call 14 hours (night) for pre-hospital and inter- hospital tasks.

A dedicated road ambulance from the local fleet is used for retrieval purposes.

Retrieval Network The Lismore Base Hospital is the regional referral, level 5 base hospital for the Northern NSW LHD. The regional retrieval service for the Northern NSW LHD is based at Lismore Base Hospital. The designated tertiary hospital in NSW for major trauma within the network is the John Hunter Hospital at Newcastle; however, given the proximity of the operation to Queensland, a clinical referral network has been established with the Brisbane tertiary hospitals and the Gold Coast Hospital.

Tasking response The usual tasking area for the Aircraft is the Northern NSW LHD; however, area and range of the Aircraft is also tasked into the New England area to Moree, Inverell and operations Glen Innes, and to the Mid North Coast including Coffs Harbour.

A winch is required as the Aircraft operates in a coastal area and water rescues are common.

If a patient is being retrieved to the regional retrieval hospital then the patient will usually be flown to Lismore Base Hospital. Patients requiring retrieval to a tertiary hospital are flown to the John Hunter Hospital at Newcastle (often by fixed wing air ambulance if available, due to distance), or by Aircraft to the Gold Coast or Brisbane hospitals. (Moree to Brisbane is 206 NM, Lismore to Brisbane is 81 NM, Lismore to Coffs Harbour is 90 NM, Lismore to Moree is 184 NM, Lismore to Newcastle is 249 NM.)

Clinical Crew The Clinical Crew for pre-hospital mission is two paramedics and inter- hospital retrievals is usually a doctor and a paramedic. From mid-2014 there will be a daytime on duty and on Base paramedic and doctor Clinical Crew available to respond with the helicopter to pre-hospital and inter-

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hospital missions (on-call at night). An additional doctor or paramedic may be included in the Clinical Crew depending on the mission.

Currently paramedics who work on the Aircraft are on call from road duties and are working out of the Lismore Ambulance station and Clinical Crew are on call from Lismore Base Hospital retrieval service.

Task Profiles Lismore retrieval service conducts the full range of emergency and inter- hospital tasks, with the exception of neonatal, paediatric and IABP/ECMO transfers. This Aircraft is equipped with a winch.

In terms of specialty tasks the current Aircraft is not capable of bariatric patient transfers and intra-aortic balloon pump tasks. Ideally the Aircraft would be capable of bariatric transfers in the future.

The clinical capacity for ECMO and balloon pump tasks is not currently available within the Lismore Regional retrieval service.

Capacity The Aircraft is regularly tasked to remote locations to respond to trauma patients, particularly motor vehicle crashes where there is likely to be more than one patient. Aircraft must have the capacity to carry two stretcher patients or one bariatric patient and a minimum of two Clinical Crew members.

Access to aviation fuel in remote locations in New South Wales is problematic. Aircraft must be able to carry sufficient fuel to hold Lismore as an alternate for poor weather or inability to re-fuel.

The Aircraft will conduct winch/hoist missions over water.

Helicopter Base The Lismore Base is at 60 Brunswick Street, Lismore. The Base is located north east of Lismore airport in a semi industrial area. The facilities have been purpose built and include an office suite attached to the hangar. There is an engineering facility on base which is able to conduct light and medium maintenance. The Base will be relocated in the future.

Rescue Crewman Ambulance paramedics undertake the Rescue Crewman role with the role exception of water rescues for which the Operator provides a specialist Aircrewman.

Operational Distance and weather significantly impact the operation with the Aircraft considerations being tasked to remote areas and then required to transport to a tertiary hospital.

Extreme heat and fog are the most significant limit on current operations.

The current Aircraft has limited range and experiences difficulties accessing Moree and Inverell at night and in winter (fog).

Number of clinical Six paramedics (including one paramedic station officer role) Personnel allocated Six doctors (medical personnel will be a mix of consultants and registrars) to Base

Training Paramedics and doctors must undertake regular aviation training in order

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to retain appropriate levels of proficiency

Tamworth – Operational Profile

Tamworth is in the Northern Zone located within the Hunter New England LHD. The aircraft and team at this base will operate in a network with helicopters and Clinical Crews located in Newcastle and Lismore.

Operational model Current operational model (10 hours – daylight only):

Aviation Crew on Base. On call doctor and nurse team for inter-hospital missions at the Tamworth Hospital.

On call doctor and paramedic for pre-hospital missions.

Operational Model from January 2015 (24 hours):

Aviation Crew and a doctor and paramedic on Base for 10 hours (day) and on call 14 hours (night) for pre-hospital missions. On call doctor and nurse Clinical Crew for inter-hospital missions will be reviewed in 2015.

A dedicated road ambulance from the local fleet will be used for retrieval purposes from 2015.

Retrieval Network Tamworth Hospital is a rural referral hospital with a 24 hour emergency department, high level surgical and medical services, including a diagnostic and interventional cardiac catheterization laboratory, intensive care, coronary care, rehabilitation services (including brain injury), Diabetes Centre, mental health unit, renal services, pediatrics, maternity, oncology, radiology and pathology. The regional retrieval service is at Tamworth Hospital.

The tertiary hospital for major trauma within the network is the John Hunter Hospital at Newcastle.

Tasking response The tasking area for the Aircraft is Hunter New England LHD and Western area and range of LHD. Routine tasking is 100 NM radius of Tamworth including Moree operations (108NM), Coonabarrabran, Coonamble, Inverell and Glen Innes. Aircraft are also tasked to Tenterfield (135NM) and Collarenebri (130NM).

If a patient is being retrieved to the regional retrieval hospital, the patient will usually be flown to Tamworth Base Hospital. It is also common for patients requiring retrieval to a tertiary hospital to be flown to the John Hunter Hospital at Newcastle (117NM).

Clinical Crew The Clinical Crew for pre-hospital and inter-hospital retrievals is usually a doctor and a paramedic. From 2015 there will be a daytime on duty and on

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Base paramedic and doctor Clinical Crew available to respond with the Aircraft to pre-hospital and inter-hospital missions (on-call at night-time). An additional doctor or paramedic may be included in the Clinical Crew depending on the mission.

Currently paramedics who work on the Aircraft are on call from road duties and are working out of the Tamworth Ambulance station and Clinical Crew are on call from Tamworth Hospital retrieval service.

Task Profiles Tamworth Base conducts the full range of emergency and inter-hospital tasks, excluding neonatal transfers. The Aircraft at this base is not equipped with a winch. All rotary wing training and rotary wing overlay conditions are applicable, excluding winching related tasks.

The current Aircraft is not capable of bariatric patient transport, ECMO or IABP Specialty Tasks however future Aircraft should be capable of bariatric and IABP tasks. Whilst not currently providing IABP retrievals, the local medical personnel have indicated their capacity to do so in the medium- term future.

Capacity The Aircraft is tasked to remote locations to respond to trauma patients, particularly motor vehicle accidents where there is likely to be more than one patient. Aircraft must have the capacity to carry two stretcher patients or one bariatric patient and a minimum of two Clinical Crew.

Access to aviation fuel and weather forecasting in remote locations in New South Wales is problematic. Aircraft must be able to carry sufficient fuel to fly to Newcastle or Brisbane as an alternate for poor weather or inability to re-fuel.

Helicopter Base The Tamworth Base is located at the Tamworth Regional Airport, 50 Basil Brown Drive, Westdale. There is an existing light maintenance facility at the Base. Heavier maintenance is currently conducted at the operator’s Newcastle Base.

Rescue Crewman No Rescue Crewman are required, as this Aircraft does not undertake role winching.

Operational Distance and weather significantly impact the operation with the Aircraft considerations being tasked to remote areas and then required to transport two patients to a tertiary hospital.

The lack of weather forecasting in the region means that if there is an IFR requirement with holding then they commonly have to turn down the mission as they cannot hold sufficient fuel to fly back to Tamworth. As a result, IFR operation is extremely limited because of forecasting and fuel restriction Extreme heat, common in the area in summer, also limits current operations.

Number of clinical Six paramedics (including one paramedic station officer role) Personnel allocated

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Training Paramedics and doctors must undertake regular aviation training in order to retain levels of proficiency While the paramedics and consultants will be permanently allocated to the Aircraft, registrars allocated to the Aircraft rotate out of the position every six months – this needs to be factored into training plans

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Newcastle – Operational Profile

Newcastle Base is in the Northern Zone located within the Hunter New England LHD. The Aircraft and crew at this base will operate in a network with Aircraft and Clinical Crews located in Tamworth and Lismore.

Operational model Current operational model (24 hours):

Aviation Crew on Base. On call doctor and nurse team for inter-hospital missions at the John Hunter Hospital.

On call paramedics for pre-hospital missions.

Operational Model from January 2014 (24 hours):

Aviation Crew and a doctor and paramedic on Base 24 hours available to respond immediately to pre-hospital tasking requests. On call doctor and nurse Clinical Crew for inter-hospital missions will be at the John Hunter Hospital, the Aircraft musr fly to the John Hunter Hospital to collect the Clinical Crew as the first stage of the mission. A road ambulance configured for retrievals on site.

Retrieval Network John Hunter Hospital is a tertiary hospital with services including neonatal, paediatric and adult Intensive Care Units, general paediatrics and tertiary services, surgery and trauma, adolescent and day stay facilities. It is the tertiary hospital for major trauma within the Hunter New England network.

Tasking response The tasking area for the Aircraft is generally Hunter New England and Mid area and range of North Coast LHD’s. operations Routine tasking includes Coffs Harbour (198NM), Port Macquarie (123NM), Tamworth (117NM) and the New England area (Glen Innes 218NM, Inverell 219NM) .

Patients are usually retrieved to the John Hunter Hospital at Newcastle although burns and spinal patients are flown to Sydney.

Clinical Crew The Clinical Crew for pre-hospital retrievals is a doctor and a paramedic. From 2014 there will be an on duty and on Base paramedic and doctor Clinical Crew 24hrs, available to respond with the Aircraft to pre-hospital tasks. The Clinical Crew for inter-hospital retrievals is a (separate) doctor and a nurse Clinical Crew from the John Hunter Hospital, on-call 24hrs.

Task Profiles Newcastle Aircraft Base conducts the full range of emergency and inter- hospital tasks, including neonatal transfers. All rotary wing training, rotary wing overlay conditions and specialty tasks are applicable. There is currently limited capacity to transfer bariatric patients despite a growing

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regional demand. Capacity to transport bariatric patients will be a requirement for future Aircraft. There are no plans to conduct either IABP or ECMO retrievals from this Base in the medium-term future.

Capacity The Aircraft is tasked to remote locations to respond to trauma patients, particularly motor vehicle accidents where there is likely to be more than one patient. The Aircraft must have capacity to carry two stretcher patients or one bariatric patient and a minimum of two Clinical Crew members.

Access to aviation fuel and weather forecasting in remote locations in New South Wales is problematic. Aircraft must be able to carry sufficient fuel to hold Newcastle as an alternate for poor weather or inability to re-fuel.

Helicopter Base The Newcastle Base is the Westpac Rescue Helicopter Service – Hunter Base at Bavin Road, District Park, Broadmeadow.

The Base is adjacent to the sports stadium and located midway between the city of Newcastle and the John Hunter Hospital. The Base includes a substantial Aircraft hangar with room for two Aircraft, medium and light maintenance facilities, static training equipment for winch training, and a Class B simulator for pilot and crew training. There are also administration and training facilities on the Base.

The Base is used as the administrative centre for the Northern Region Aircraft operations by NSW Ambulance and houses a retrieval ambulance and accommodation and facilities for paramedics and doctors undertaking duties on the roster, the Ambulance Aeromedical Zone Manager (Northern) and a Station Officer.

The Base will need to be relocated in the future.

Rescue Crewman The operator currently provides the Rescue Crewman. role

Operational Distance and weather significantly impact the operation with the Aircraft considerations being tasked to remote areas and then required to transport two patients to a tertiary hospital. The lack of weather forecasting in the region means that if there is an IFR requirement with holding then they sometimes have to turn down the mission as they cannot hold sufficient fuel to fly back to Newcastle. As a result, IFR operation is limited because of forecasting and fuel restriction

Extreme heat limits current operations.

Number of clinical Six paramedics (including one paramedic station officer role) Personnel allocated Six doctors (consultants and registrars) to base

Training Paramedics and doctors must undertake regular aviation training in order to retain appropriate levels of proficiency While the paramedics and consultants will be permanently allocated to the Aircraft, registrars allocated to the Aircraft rotate out of the position every

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six months – this needs to be factored into training plans

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Wollongong – Operational Profile

Wollongong Base is part of the Southern Zone and is located within the Illawarra Shoalhaven LHD. The Aircraft and crew at this Base operate in a network with Aircraft and Clinical Crews located in Bankstown, Orange, Canberra and at the NETS Base at Westmead.

Operational Aviation Crew and Clinical Crews are on Base 24 hours. model A road ambulance is stationed at the Base and can be used for retrievals by the Clinical Crew if appropriate.

Clinical and operational/Aircraft training is conducted on Base.

Retrieval Network Wollongong Hospital is the regional tertiary referral hospital for the Illawarra Shoalhaven LHD.

The designated tertiary hospital for the Illawarra Shoalhaven LHD is St George Hospital in Southern Sydney.

The catchment area for the LHD extends 250km along the coastal strip from Coledale in the north to Milton Ulladulla in the south, servicing a population of more than 370,000 residents.

Tasking response The usual tasking area for the Aircraft is Southern NSW and particularly the area and range of South Coast. Tasking can include Wagga Wagga (178NM), Hay and operations Canberra (100NM). The Bankstown Base and the Wollongong (Illawarra) Base provide overlapping coverage to southern Sydney and northern Illawarra.

A winch is required as the Aircraft operates in a coastal area and water rescues are common.

If a patient is being retrieved to the regional retrieval hospital then the patient will usually be flown to Wollongong Hospital. Patients requiring retrieval to a tertiary hospital are flown to St George Hospital in Sydney.

Clinical Crew The Clinical Crew for pre-hospital and inter-hospital retrievals is a doctor and a paramedic. An on duty and on Base paramedic and doctor Clinical Crew are available to respond with the Aircraft to pre-hospital and inter-hospital missions 24 hours a day. Doctors and paramedics rostered at the Wollongong Base are employed by NSW Ambulance and work within the Ambulance Clinical Governance framework with clinical leadership and supervision from Bankstown Helicopter Base.

Task Profiles The Wollongong Base conducts the full range of emergency and inter- hospital tasks, including neonatal and IABP/ECMO transfers. This Aircraft is equipped with a winch and the full range of rotary wing training and rotary wing overlay conditions are applicable.

The Aircraft is capable of specialty tasks including bariatric patient transport and intra-aortic balloon pump tasks.

As Clinical Crew for the Wollongong base commonly rotate through service

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at the Sydney Base, it is highly desirable that the Wollongong and Sydney Aircraft are identical in type and fit out.

Access to aviation fuel in remote locations in New South Wales is problematic. The Aircraft will conduct winch/hoist missions over water.

Helicopter Base The Wollongong base is located at the Illawarra Regional Airport (Albion Park). Aircraft are stored and maintained in a hangar shared with the Historical Aircraft Restoration Society. Clinical Crews and Aviation Crews are located separately in demountable buildings within walking distance of the hanger.

The hanger is leased from the Shell Harbour City Council and Ambulance contributes to the cost of the leased demountable buildings on the site.

This Base is inadequate long term. The Council is actively considering a new purpose built Aircraft base at a different site. The current Base or a new Base would be available to the Operator to lease.

Rescue Crewman Ambulance paramedics undertake the Rescue Crewman role including water role rescues.

Operational Distance and weather significantly impact the operation with the Aircraft considerations being tasked to remote areas and then required to transport to a tertiary hospital.

Extreme cold (including snow and ice), some off shore work.

Number of Six paramedics (including one paramedic station officer role) clinical Personnel Six doctors (medical Personnel – a mix of consultants and registrars) allocated to Base

Training Paramedics and doctors must undertake regular aviation training in order to retain appropriate levels of proficiency.

While the paramedics and consultants will be permanently allocated to the Aircraft, registrars allocated to the Aircraft rotate out of the position every six months – this needs to be factored into training plans. In the Greater Sydney Area (Bankstown, Wollongong and Orange) there are 36 registrars and up to four new consultants to be trained each year over two training periods.

Sydney (Bankstown) – Operational Profile

The Bankstown Base is in the Southern Zone and is located at Bankstown Regional Airport. The Aircraft and crew at this Base operate in a network with Aircraft and Clinical Crews located at

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Wollongong, Orange, Canberra and at the NETS Base at Westmead.

Operational model Aviation Crew and Clinical Crew are on Base 24 hours.

Where appropriate, the road retrieval ambulances are used to respond to pre-hospital and inter-hospital tasks.

Clinical and operational training is conducted on the Base.

Retrieval Network Sydney covers the metropolitan LHDs and provides a back-up service for the state covering for Newcastle, Wollongong and SouthCare (Canberra) Aircraft when required. Patients are retrieved to Major Trauma Hospitals in Sydney with the destination depending on the clinical condition and the referring hospital. The five major trauma hospitals Liverpool, Royal Prince Alfred, St George, Royal North Shore and Westmead receive 65% of pre-hospital patients transported by the Bankstown retrieval teams, and 50% of the inter-hospital patients.

Tasking response The tasking area for the hospital is broad. Bankstown Aircraft are tasked area and range of within the metropolitan LHDs and to destinations including Griffith, Wagga operations Wagga, Dubbo, Port Macquarie, Coffs Harbour, Bega and Moruya.

The Aircraft are capable of providing coverage for NSW and cover for the Newcastle and SouthCare Aircraft when required. The Bankstown Base and the Wollongong (Illawarra) Base provide overlapping coverage to southern Sydney and north Illawarra.

Clinical Crew The Clinical Crew for pre-hospital and inter-hospital retrievals is a doctor and a paramedic. An on duty and on Base paramedic and doctor team is available to respond with each Aircraft to pre-hospital and inter-hospital missions 24 hours. An additional doctor or paramedic may be included in the crew depending on the mission. Doctors and paramedics rostered at the Bankstown Base are employed by Ambulance and work within the Ambulance Clinical Governance framework with clinical leadership and supervision from Bankstown Base.

Task Profiles The AW139 at Bankstown Aircraft Base conducts the full range of emergency and inter-hospital tasks, including neonatal and IABP/ECMO transfers. This Aircraft is equipped with a winch and the full range of rotary wing training and rotary wing overlay conditions are applicable. The Aircraft is capable of specialty tasks including bariatric patient transfers and intra- aortic balloon pump tasks.

The EC145 conducts the full range of emergency and inter-hospital tasks. This Aircraft is equipped with a winch and the full range of rotary wing training and rotary wing overlay conditions are applicable. The Aircraft is not capable of specialty tasks such as bariatric patient transfers and intra-aortic balloon pump tasks. It is desirable in the future that both Aircraft at Sydney are the same type

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and configuration and have the same task profile capability. As Clinical Crew for the Sydney Base commonly rotate through service at the Wollongong Base, it is highly desirable that the Sydney and Wollongong Aircraft are identical in type and fitout.

Capacity The Aircraft is regularly tasked to respond to trauma patients, particularly motor vehicle crashes where there is likely to be more than one patient. Aircraft need to have the capacity to carry two stretcher patients or one bariatric patient and a minimum of two Clinical Crew members, or a NETS cots and a full NETS crew. Access to aviation fuel and weather forecasting in remote locations in New South Wales is problematic. Aircraft need to be able to carry sufficient fuel to hold Sydney as an alternate for poor weather or inability to re-fuel. Access to aviation fuel in remote locations in New South Wales is problematic.

The Aircraft will conduct winch/hoist missions over water.

Helicopter Base The Base is located in two buildings at Drover Road, Bankstown Airport. The Base is the headquarters of the Ambulance Aeromedical Operations at Orange, Wollongong and Bankstown. Most doctors and all paramedics employed at these Bases are employed by Ambulance and under the NSW Ambulance clinical governance framework (some doctors are seconded to Ambulance by an NGO under a SLA). Doctors commonly rotate through the three Bases listed above, requiring simultaneous currency on these Aircraft including for winching.

The Base operates as an administrative and training centre for the aeromedical Aircraft operation and also houses the following NSW Ambulance managers and Personnel:

 Manager Helicopter Retrieval Service;

 Safety and Training Manager;  Safety & Training Educator;

 Zone Manager Southern;

 Equipment Officer - Clinical Nurse Specialist;  Staff Specialist in Retrieval Medicine - Medical Manager;

 Director of Training (Clinical);

 Executive Assistant - Helicopter Retrieval Service; and  Research and Clinical Support Officer.

Clinical and operational/helicopter training is conducted on Base. A static winch training device has been implemented. The current Base has limitations including:

 on duty Clinical Crew and Aviation Crew are co-located in the hanger but there is a separation of over 500 m between the accommodation

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building and the hangar;

 the hangar is not well configured for the storage of multiple Aircraft;

 the hangar faces onto a fixed wing landing and departure area, there is no easy path from the hanger to the Aircraft pads and Aircraft must be moved onto the tarmac at the start of each shift or when a mission is tasked if the weather is unsuitable for leaving an Aircraft on the flight line;

 the hangar is a heritage building and the opportunity for internal modification is limited;

 NSW Ambulance Aircraft must engage in airport flight control procedures prior to take off and during movements within the Bankstown airport control zone (this has had a significant impact on response times); and

 restrictions on the airspace surrounding the airport for training circuits and congested airspace (high risk for an EMS operation) Both buildings are leased by the current operator from the Bankstown Airport Corporation.

Two road retrieval ambulances are maintained and available at the Bankstown Base, but separate to the hangar and Operations Room.

Some of the issues with the Base would be resolved by relocating the Base within the Bankstown Airport precinct however the issues with the airspace congestion and restrictions would continue to materially affect the operation. Ideally the Base should be located outside that airspace but within the Sydney basin.

Rescue Crewman Ambulance paramedics undertake the rescue crewman role including water role rescues.

Operational Distance and weather significantly impact the operation, the AW139 is considerations tasked when other Aircraft at other Bases are unavailable or unsuitable (for fuel or weight restrictions).

Extreme cold (including snow and ice), some off shore work.

Number of clinical Seventeen paramedics Personnel Eight management and support Personnel allocated to Base 28 full time equivalents of doctors (consultants and registrars) with a mix of Ambulance-employed and NGO-employed medical Personnel, managed and governed by NSW Ambulance. Approximately 40 doctors each year require full training in Sydney and 20 requiring renewal of currencies.

Training Paramedics and doctors must undertake regular aviation training in order to retain levels of proficiency. The cost and complexity of training is exacerbated by having two different types of Aircraft on the same Base.

While the paramedics and consultants will be permanently allocated to the Aircraft, registrars allocated to the Aircraft rotate out of the position every

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six months – this needs to be factored into training plans.

In the Greater Sydney Area (Bankstown, Wollongong and Orange) there are 36 registrars and up to four new consultants to be trained each year over two training periods.

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Orange – Operational Profile

The Orange Base is in the Southern Zone and is located at Orange Regional Airport. The aircraft and team at this Base operate in a network with Aircraft and Clinical Crews located at Wollongong, Bansktown, Canberra and at the NETS Base at Westmead.

Operational model Current operational model (10 hours daylight):

Aviation crew on Base. Doctor and paramedic on Base for pre-hospital and inter-hospital missions.

Operational Model from January 2014 (24 hours):

Aviation Crew and a doctor and paramedic on Base for 10 hours (day) and on call 14 hours (night) for pre-hospital and inter-hospital tasks.

A dedicated road ambulance is used for retrieval purposes.

Retrieval Network Orange Hospital is the regional tertiary referral hospital for the Western NSW LHD. The designated tertiary hospitals for Western NSW LHD are Westmead Hospital (major trauma) and RPA Hospital (other critical care).

The city of Orange is a large regional centre located in central western NSW, 261 km west of Sydney. Orange Health Service is a major rural referral health service providing a range of services including emergency services, intensive care, general and specialist medical and surgical inpatient and outpatient services including interventional cardiology, maternity services, paediatric services, rehabilitation services, cancer care services, renal dialysis services and associated diagnostic services.

Tasking response The tasking area for the hospital is the Western LHD including: Bathurst, area and range of Canowindra, , Collarenebri, Condobolin, Coonabarabran, Coonamble, operations Cowra, Dubbo, Forbes, Gilgandra, , Mudgee, Narromine, Nyngan, Oberon, Parkes, Trangie, Warren and Wellington.

Clinical Crew The Clinical Crew for pre-hospital and inter-hospital retrievals is a doctor and a paramedic. An on duty and on Base paramedic and doctor team is available to respond with the Aircraft to pre-hospital and inter-hospital missions 10 hours, and will be on call a further 14 hours each day from January 2014. Doctors and paramedics rostered at the Orange Base are employed by both Ambulance and an NGO, and work within the Ambulance Clinical Governance framework with clinical leadership and supervision from Bankstown Helicopter Base.

Task Profiles The EC145 conducts the full range of emergency and inter-hospital tasks except water responses. The Aircraft does not have a winch. All other rotary wing training and rotary wing overlay conditions are applicable. The Aircraft is not capable of bariatric patient transfers and intra-aortic balloon pump tasks. Future Aircraft should be capable of bariatric patient transfers and IABP tasks.

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Capacity The Aircraft is regularly tasked to respond to trauma patients, particularly motor vehicle accidents where there is likely to be more than one patient. Although the EC145 can carry only one patient at a time, it is a requirement that future Aircraft need to have the capacity to carry two stretcher patients or one bariatric patient and a minimum of two Clinical Crew members, or a NETS cots and a full NETS crew. Access to aviation fuel and weather forecasting in remote locations in New South Wales is problematic. Aircraft need to be able to carry sufficient fuel to hold Sydney as an alternate for poor weather or inability to re-fuel. Access to aviation fuel in remote locations in New South Wales is problematic.

The aircraft does not conduct winch/hoist missions .

Helicopter Base The Orange Base is at Orange Airport and is owned by Orange City Council. The Council is currently building a new Base at the Orange City Airport.

Rescue Crewman This aircraft does not have a winch. role

Operational Distance and weather significantly impact the operation. considerations

Number of clinical Six paramedics (including one paramedic station officer role). Personnel allocated Six doctors (consultants and registrars). to Base

Training Paramedics and doctors must undertake regular aviation training in order to retain levels of proficiency.

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Canberra – Operational Profile

The Canberra Helicopter is in the Southern Zone and is located off the Monaro Highway. The aircraft and team at this Base operate in a network with Aircraft and Clinical Crews located at Bankstown, Wollongong, Orange, Canberra and at the NETS Base at Westmead.

Operational Aviation Crew and Clinical Crew are on Base 24 hours (subject to further model discussions with NSW Ambulance).

Retrieval Network The Canberra Hospital is the tertiary hospital for Murrumbidgee and Southern NSW LHDs.

The Snowy Hydro SouthCare Helicopter has provided a retrieval and aeromedical rescue service to the ACT and Southern NSW since 1998.

The ACT Government Health Directorate provides the flight physicians to the service. The ACT Ambulance Service provides intensive care paramedics. Medical crew are highly skilled emergency, intensive care and anaesthetic consultants and senior registrars.

This service is primarily an adult retrieval service and is key to providing a coordinated system approach to the care of critically ill and injured patient’s throughout regional NSW.

The majority of regional NSW patients are retrieved to the Canberra Hospital for definitive care.

Tasking response The usual range of the SouthCare helicopters is the ACT and Southern Highlands, area and range of Southern NSW from the Victorian border, west to Griffith and Hay, north to operations Sydney and down the east coast with frequent flights to Canberra and Sydney hospitals.

Clinical Crew The Clinical Crew for pre-hospital and inter-hospital retrievals is a doctor and a paramedic. An on duty and on Base paramedic and doctor Clinical Crew is available to respond with the Aircraft to pre-hospital and inter-hospital missions 24 hours.

Doctors rostered at the Canberra Base are employed by ACT Health. Paramedics are employed by ACT Ambulance.

The Chief Officer - ACT Ambulance Service is responsible for day to day operational and administrative oversight of the service.

Task Profiles The Aircraft Base conducts the full range of emergency and inter-hospital tasks, excluding neonatal.

This Aircraft is equipped with a winch and the full range of Rotary Wing Training and Rotary Wing Overlay Conditions are applicable. The Aircraft is not capable of specialty tasks including bariatric patient transfers and intra-aortic balloon pump tasks.

Capacity The Aircraft is regularly tasked to respond to trauma patients, particularly motor vehicle crashes where there is likely to be more than one patient. Aircraft need to

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have the capacity to carry two stretcher patients or one bariatric patient and a minimum of two Clinical Crew members, or a NETS cots and a full NETS crew.

The Aircraft will conduct winch/hoist missions over water.

Helicopter Base The Base is located at Hume on the Monaro Highway. The facilities consist of a large hangar plus administration, engineering, operations, conference and sleeping accommodation. Ownership of the land and facilities is through the ACT Directorate of Justice and Community Safety.

Rescue Crewman ACT Ambulance paramedics undertake the Rescue Crewman role including water role rescues.

Operational Distance and weather significantly impact the operation. Lowest safe altitude for considerations Canberra airspace is 4,500 ft.

The Aircraft must be able to land on snow.

Extreme cold (including snow and ice) mountainous terrain, some off shore work.

Number of 13 paramedics on roster, one paramedic on Base at all times. clinical Personnel 14 medical Personnel which includes nine consultants and five senior registrars. allocated to Base

Training Paramedics and doctors must undertake regular aviation training in order to retain levels of proficiency. While the paramedics and consultants will be permanently allocated to the Aircraft, registrars allocated to the Aircraft rotate out of the position every six months – this needs to be factored into training plans.

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NETS – Operational Profile

NETS (NSW) is responsible for inter-hospital transportation of critically ill patients in the paediatric age group in NSW and the ACT. This includes newborns, infants and older children up to adult size.

Operational Aviation Crew and Clinical Crews are on Base 24 hours. model

Retrieval Network NETS operations are coordinated from Sydney with teams based at Westmead (newborns, infants and children) and satellite services (for newborn and small infant patients only) in Newcastle and Canberra. The satellite services create a service from clinical resources within their respective neonatal ICUs and operational resources provided by NETS (NSW). The Service takes calls from any part of NSW / ACT and accepts primary responsibility for patients in that region. Calls are received from outside NSW (including international locations) for which NETS may either send a NETS team or organise alternative teams.

The default response to a call to the NETS Clinical Coordination Centre (at Westmead) is to offer advice and coordinate clinical discussion with a potential destination. A patient transfer is not automatic and even then the use of a NETS team is discretionary. NETS deploys its own teams for 70% of calls, using other options when clinically or logistically more appropriate. These other options include using regional, interstate or adult medical retrieval teams, nurse retrieval/transfer and ambulance escort.

Tasking response Neonatal and paediatric patient transfers essentially from urban, regional rural and area and range of remote NSW hospitals to tertiary hospitals in Canberra, Sydney and Newcastle. operations Most NETS patients are transported to destinations other than at Westmead. The basing location is designed to optimize proximity to referring hospitals, rather than to referral hospitals. 250NM with single neonatal or paediatric patient and three person team and a parent with capability to divert to an airport equipped with an approved precision instrument approach. NETS teams in Sydney use road ambulances (operated by NETS), Aircraft (dedicated contractor) and NSW Ambulance fixed wing NETS teams in the ACT use road (operated by NETS) NETS teams in the Hunter use road (operated by NETS) and Aircraft

Neither of the satellite teams currently uses fixed wing aircraft although they bring patients to and from airports to meet air ambulances staffed by flight nurses.

Clinical Crew A NETS medical team comprises at a minimum a doctor and intensive care nurse (or potentially nurse practitioner and nurse) all of which are on site with the Aircraft. This team assesses, treats, stabilises and then cares for their patient in transit.

There are regularly journeys when a third team member is required for initial or recurrent training or to supply supplementary skills, therapies or surgical procedures.

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Task Profiles The Aircraft Base only undertakes neonatal and paediatric inter-hospital tasks.

Capacity One NETS module and four persons (three NETS crew + 1 parent (parent stretcher/sitting))

Two NETS modules and three NETS crew (essential), four NETS crew (preferred)

Helicopter Base NETS facility, rooftop helipad, Westmead Hospital

Rescue Crewman Not required. role

Operational Extreme weather, heat and cold (including snow and ice). considerations The particular requirements of NETS for vehicles and their facilities and operational capacity flow from the diversity of patient size and the special needs of smaller patients such as incubators (which consume power) and medical air (to dilute pure oxygen). These requirements are unique to this population of patients. Other treatments such as the use of inhaled nitric oxide are regularly used in newborn or paediatric patients but not in adult missions. Moreover, there are relatively few tertiary units which are all located in metropolitan areas. The implications for transport providers include longer mission times and activity at any time of day or night and in all weather conditions.

In accordance with best clinical practice, NETS attempts to offer an accompanying parent a seat in the transporting vehicle. This is not only to avoid parent-child separation. For many patients, the absence of a parent can cause a clinically significant deterioration in their condition or make them too unstable to secure and/or transport safely.

Children and babies commonly take longer periods of time to stabilize than adults, and consequently total mission durations are commonly more than five to six hours.

Number of There are 75 personnel allocated to the NETS base. clinical Personnel NETS permanent base staffing includes 30 nurses, 10 consultants and one career allocated to Base medical officer - all of whom undertake rotary wing missions when required. In addition there are 12 registrars per year and 5 casual doctors.

NETS also has 15 Emergency Vehicle Operators who will travel intermittently in the aircraft when relieving another drive due to fatigue or realignment with a road vehicle.

Training Nurses and doctors must undertake regular aviation training in order to retain levels of proficiency. While the nurses and consultants are permanently allocated to the aircraft, registrars allocated to the aircraft rotate out of the position every six months.

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ANNEX B – Nets Specifications

In order that NETS modules fit into all vehicles, a key principle has been that a ‘split’ occurs between the patient stretcher (and associated life-support equipment) and the sub-trolley apparatus which supports it during ground operations. This helps to ensure that the same patient equipment can be used in road, helicopter and fixed wing environments and simplifies interoperability with aircraft from different operators. It has permitted interoperability to be retained over many years; despite aircraft re-fits and updates.

The weights in Table 1 do not include the components required by vehicles to load and retain the module within the vehicle. The all-up weight of the NETS module and vehicle-associated devices needs to be considered in determining the maximum patient weight permissible. These limits should be published for each vehicle type and placarded appropriately.

The space occupied by each module varies slightly (depending on age-group) within an outside envelope as follows:

Footprint Upper structure Length 1350mm 1880mm Width 450mm 550mm Height n/a 920mm

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PART A: AIRCRAFT AND EMS REQUIREMENTS 1. Operational Requirements

1.1 Aircraft Requirements

(a) The Operator must ensure that Aircraft provided under this Contract meet the following requirements: (i) Twin engine, two Pilot IFR equipped, single Pilot IFR certified.

(ii) Four axis autopilot is required on all Aircraft.

(iii) The Aircraft must be installed with a FADEC system. (iv) 6800kg Increased Gross Weight kit for the AW139.

(b) Aircraft must be Australian registered and have a current Australian Certificate of Airworthiness. The Operator must be the Registered Operator of the Aircraft. (c) The certification basis for Aircraft is FAR Part 29 or E.A.S.A JAR 29 with preference for Aircraft certified under FAR Amendment 29.1 through 29.45 or later, or E.A.S.A JAR 29 Amendment 3 or later, and Aircraft must be issued with an Australian Type Acceptance Certificate.

(d) Similar Aircraft provided under this Contract must be of the same manufacture and model. Aircraft of the same type and model must be identically equipped and configured.

(e) The Aircraft must be identically configured for EMS operations which must be incorporated via a Supplemental Type Certificate (STC) and include integrated oxygen and medical air systems, suction systems and power outlets for medical equipment.

(f) EMS configuration will be initially approved under Part 21M as required, with STC approval for all Aircraft following CASA certification process completion. The STC approval process must be commenced with CASA prior to the first Aircraft being online for NSW Ambulance operations. (g) All Aircraft provided under this Contract must be configured with hoist fixed fittings and all Aircraft (except Orange) are to be fitted with a hoist.

(h) Hoisting operations must be undertaken out of the same Aircraft type and model across the whole region under this Contract.

(i) Aircraft must be capable of undertaking the range of tasks described in this Contract, specifically the Concept of Operations. 1.2 NVG Requirements

(a) Aircraft must be installed with a Night Vision Imaging System (NVIS) / Night Vision Goggles (NVG) which are operationally compliant as a minimum with CASA CAAP 174-1(1) and meet the airworthiness requirements of CAO 82.6.

(b) The Operator is responsible for and must ensure the provision, maintenance, continuing airworthiness and security of all NVIS/NVG equipment.

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(c) The Operator is responsible for and must ensure the operational training and currency of all Aviation Crew using NVG, as well as Clinical Crew and Rescue Crewmen. 1.3 Avionics

(a) Glass cockpit suitable for both single and two Pilot IFR operations, consisting of VEMD and both PFD and MFD components. 1.4 Surface and slope capability

(a) Must be capable of slope landing:

(i) Operations up to an AUW of 6400kg up to 10 degrees.

(ii) Operations above 6400 kg - up to 5 degrees. 1.5 Rotor clearance limits

(a) Main and tail rotor tip plane should not dip below 1.9 meters on a flat surface in wind below 10kts. 1.6 Ground clearance

(a) Minimum ground clearance of the fuselage is to be 0.3 meters on level ground. 1.7 Undercarriage type

(a) Retractable wheeled or skid type undercarriage.

(b) Skid undercarriage must: (i) be at a height to accommodate loading of the NETS Neonatal system without the need for specialist loading equipment; and

(ii) have a tread to reduce the chance of foot slippage. 1.8 Environmental controls

(a) Aircraft must be installed with an environmental system incorporating heater, defogging and air conditioning systems. 2. CABIN AREA CONFIGURATION

2.1 EMS Configuration

(a) The design and configuration of the cabin must support the tasking of the Aircraft in the EMS role, whether transporting neonatal, paediatric or adult patients. The EMS fitment must be completed to an STC to ensure that all available design safety elements are met. EMS configuration will be initially approved under Part 21M as required, with STC approval for all Aircraft following CASA certification process completion. The STC approval process must be commenced with CASA prior to the first Aircraft being online for NSW Ambulance operations. (b) The configuration must be compatible with the Aircraft. The Operator will involve NSW Ambulance in the development of the fit out or any anticipated changes and must obtain NSW Ambulance's final approval of the fit out.

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(c) The medical fit out of each Aircraft must be identical and support adult, paediatric and NETS (neonatal and paediatric) retrievals. Any changes to the fit out require prior NSW Ambulance approval. EMS configurations must be the same between the Northern Region, Southern Region and Southcare Region. Further detail regarding the agreed EMS configuration is provided in Appendix A to this Schedule 3. (d) In flight the Clinical Crew must be able to actively access, treat and monitor each patient(s) and provide medical intervention if required. For example, cabin size and shape must allow for both single or two patient transfers; and the ability to ergonomically, simultaneously access the head of the each patient by one Clinical Crew member and the torso of the same patient down to at least the level of the thighs by a second Clinical Crew member to allow for adequate patient management in flight. (e) The cabin area must be “clean” with all medical and rescue equipment stowed in lockers or shelving and secure attachment points for medical and rescue equipment. The floor system must be unencumbered except for a loading system and fixation devices.

(f) A variety of seating configurations are required with seats able to be moved and locked into position depending on the crew and patient configuration. The cabin seats for Clinical Crew must be capable of maintaining the torso, neck and (helmeted) head of the occupant in an upright aligned supported position when in the fore/aft position. (g) The fixed equipment configuration of each Aircraft must support interoperability of medical and rescue equipment across NSW Ambulance, NETS and ACT Ambulance. (h) Medical and operational equipment that is required for use in flight must be accessible from the internal cabin. Essential medical devices should be accessible in flight, preferably from the normal seated position. (i) Design and installation of the fit out must reduce the risk of head-strike, finger catch or equipment and clothing catch by recessing lighting, power and oxygen outlets, attachment points and equipment brackets. (j) The starting point for the Aircraft fit out is the NSW Ambulance template Aircraft fit out. However, innovation in design and implementation based on the template is encouraged during fit out development. (k) The fit out for Aircraft must be developed in close consultation with NSW Ambulance, ACT Ambulance and NETS and only installed with NSW Ambulance, approval. (l) The process of approval of the fit out must include providing the users (NSW Ambulance, ACT Ambulance and NETS) with an understanding of the materials that will be used, equipment weights, the impact on the performance, and look and feel once installed.

(m) NSW Ambulance has specified the required sub-contractor to perform these works.

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(a) The Aviation Crew must be able to move freely between the co-pilot seat and the cabin during flight. 2.3 Doors

(a) Sliding doors on each side of the cabin with an opening of not less than 145cm.

(b) Cockpit and cabin doors must have emergency jettison handles or push out emergency exit windows. 2.4 Dimensions

(a) The Aircraft must have a cabin which is capable of carrying two stretcher patients and a clinical team of up to three, plus necessary medical equipment. A cabin width of 2.0 metres is required to enable loading of the bariatric stretcher across the cabin, plus a margin to clear the doors.

(b) The cabin size and structure in combination with the size and position of the doors must allow horizontal loading of stretchers.

(c) Cabin size and shape must allow for both single or two patient transfers the ability to ergonomically simultaneously access the head of each patient by one attendant and the torso of the same patient down to at least the level of the thighs by a second attendant to allow for adequate patient management in flight. 2.5 Cabin Floor

(a) A “Wet” or sealed medical floor is required to protect the airframe from body fluids and permit a "hose out" cleaning capability. (b) The cabin floor must have provision for attachment or tie-down of alternative loads including two NETS cots and be certified to accept standard loads. 2.6 Cabin loading configuration options

(a) Cabin configuration options must be configurable for the medical load combinations listed in Appendix A to Schedule 3.

(b) Due care must be given to the various loads carried including high centre of gravity items that may cause toppling. 2.7 Reconfiguration of equipment

(a) All Equipment must be capable of quick relocation within the cabin (i.e. within 5 to 10 minutes), including removal, stowage or re-installation. 2.8 Cabin floor loading

(a) Each cabin floor mounting point must be capable of accepting all load configurations. 2.9 NETS unit/s loading

(a) All Aircraft must be configured to accept up to two NETS Type 1 (neonatal), or Type 3 (child) transport unit (the locking method must suit NETS module pins).

4 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

(b) For a type 1 or 3 unit, transverse loading into a transverse position within the Aircraft must be provided.

(d) Two seats must be located adjacent to and facing the transverse unit. (e) Type 1 or 3 units should also be able to be loaded fore-aft with two suitable seats to provide access to the patient and medical bridge. The NETS unit/s loading and fixation method must use a maximum two persons, with each person supporting or lifting a maximum of ten kilograms for the minimum possible time, and be achievable within three minutes. 2.10 NETS unit/s inter-operability

(a) The NETS unit/s fixation system must be designed for inter-operability with both fixed wing and road ambulance. 2.11 Seating and restraint

(a) Rear Cabin seating for a minimum of four (4) persons able to be installed with and without the stretcher system.

(b) All cabin seats must be incorporated within the EMS fit out STC and must: (i) meet the applicable airworthiness standards;

(ii) be covered with a material that is easy to clean and resistant to body fluids; (iii) be capable of maintaining the torso, neck and (helmeted) head of the occupant in a upright, aligned and supported position when positioned fore/aft; (iv) be fitted with fully adjustable CASA approved four point recoil harnesses with lockable shoulder inertial restraint; and

(v) be capable of quick removal/stowage or installation. (c) Clinical Crew require maximum flexibility of seating positions in the Aircraft to accommodate for any eventuality including reaching all parts of each patient from head to mid thighs and medical equipment bridge. The Clinical Crew require seating positions at the head end of each patient stretcher facing the patient’s feet.

(d) Two (2) forward seats must be able to swivel through 3600 and be able to slide forward and backward along the length of the cabin when necessary, to enable Clinical Crew to reach all parts of the patient from head to mid thighs and medical equipment bridge.

(e) Two forward facing seats in the rear of the cabin are required. 2.12 Stretcher and bridge design and ownership

(a) Stretchers and bridges will be owned by the Operator (with the exception of NETS stretchers, bridges and cots) and must be pre-approved by NSW Ambulance. It is highly desirable for stretchers and bridges to be fully compatible with existing stretchers and bridges used by NSW Ambulance, LHD retrieval services, ACT and South East NSW helicopters and the Northern region helicopters.

5 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 2.13 Stretchers

(a) Must be compatible with, rapidly and legal transport in current NSW Ambulance and ACT Ambulance road ambulances. 2.14 Primary stretcher

(a) Two primary stretchers must be able to carry a total load of 160 kg (patient weight 140kg plus medical bridge and equipment approximately 20kg). 2.15 Hoist stretcher

(a) The hoisting stretcher must be capable of carrying a total load of 160 kg and compacting for stowage purposes. 2.16 Stretcher bridge

(a) Stretcher bridge must be compatible with the patient stretcher. A common footprint for the stretcher bridges is required across every Aircraft in each region to ensure interoperability.

(b) Medical equipment secured in the stretcher bridge is to be supplied by NSW Ambulance or a NSW Health LHD retrieval service. A collapsible IV hook should be mounted on the stretcher bridge.

(c) Electrical power for the medical equipment mounted on the stretcher bridge must be self-contained with a single charging point capable of being plugged in to Aircraft power for the duration of each mission whilst carrying a patient.

(d) There should be capacity in the Aircraft to power two such medical bridges simultaneously. 2.17 Bariatric stretcher

(a) A light weight Bariatric stretcher of width at least 700mm must be provided to carry both a patient of 250kg and a medical bridge and medical equipment of weight 25kg. The medical bridge and equipment used will be the normal medical bridge used in routine inter-hospital transfers. The occupied stretcher must be legally restrained as a passenger and not freight. 2.18 Stretcher loading system

(a) Must be designed in consultation with NSW Ambulance, ACT Ambulance and NETS to minimise manual handling, and comply with work health and safety manual handling requirements, not increase the risk of injury to Clinical Crew or Aviation Crew and be provided with necessary regulator and Aircraft manufacturer approvals. The loading system must not intrude on the cabin space or present a head strike risk. (b) Consideration for all aspects of manual handling should include all roles including neonatal, bariatric, ECMO, IABP, pre-hospital and winching operations. Any manual handling should require no more than two people. (c) The Operator must be able to detail the process involved for loading and unloading in all configurations. This should include time taken, safety, efficiency and risk mitigation. Manual handling requirements include:

6 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

(i) Transfer any inter-hospital helicopter patient on their helicopter stretcher to and from any hospital helipad bed or listed NSW Ambulance or ACT Ambulance road stretcher (currently DHS 302, 304, 305, 306; Stryker Power-Pro XT 6506), whether fixed height or variable height.

(ii) Ideally the loading method should be achievable for pre-hospital patients. (iii) Securely and legally fix to any NSW Ambulance or ACT Ambulance road stretcher.

(iv) Transfer and securing process to be achievable by no more than two people. (v) Transfer and securing process to be achieved within three minutes.

(vi) Should be usable on irregular, broken or sloped surfaces. (vii) Horizontal transfer, with maximum two people supporting 10kg or less at any time, is considered acceptable.

(viii) Manual handling is done in accordance with the National Code of Practice for Manual Handling NOHSC: 2005 (1990). (ix) The Operator's process should demonstrate stability of the load at all heights required for continuous patient care.

2.19 Medical Oxygen

(a) Plumbed medical oxygen system to support ventilation of two (2) patients for two (2) hours (minimum 3,000 litres). (b) On/off valve (manual or electric) for oxygen regulator must be able to be controlled by the Clinical Crew or Aviation Crew (at the direction of the Clinical Crew) from within the cabin. (c) Audio and visual low oxygen supply alarm that is visible to the Clinical Crew while seated.

(d) Ability for Clinical Crew in the cabin to switch the oxygen supply from one cylinder to the other whilst remaining suitably restrained (seated or wander lead), to enable continuous supply of oxygen to patient/s.

(e) Pressure reduction system must ensure that only low pressure oxygen is piped throughout the Aircraft (ideally pressure reduction system will be at the bulk supply location). 2.20 Storage

(a) Oxygen storage cylinder/s to be positioned within a compartment isolated from fuel, oil, and hydraulic fluid, and is easily accessible for regular servicing. This may be either the rear cabin storage area or in the aircraft boot, in consultation with NSW Ambulance. Oxygen supplies must be capable of being replenished quickly (within 10 minutes) by duty crew at any time of day or night.

7 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 2.21 Outlets

(a) Three (3) medical oxygen supply outlets, with two outlets located in the cabin ceiling centre console and the third at the rear of the cabin on the starboard side.

(b) Each outlet will have an oxygen therapy “Dial Type” flow meter capable of 0-15 litres per minute and with a minimum flow rate of 60 litres per minute and pressure of 400 kPA. 2.22 Additional portable oxygen carriage

(a) Suitable stowage within the patient cabin area for a portable “C” size oxygen cylinder or Inhalo cylinder (in consultation with NSW Ambulance). 2.23 Medical Air

(a) Plumbed medical air system with a minimum capacity of 1,500 litres and matched to two 400kPA outlets located in the cabin ceiling centre console. 2.24 Nitric Oxide cylinder installation

(a) Approved system on the cabin floor for securing a size 15 nitric oxide (Ikaria Australia Pty Ltd) cylinder. The Nitric Oxide cylinder is supplied by NETS. 2.25 Nitrogen cylinder installation

(a) Approved system on the cabin floor for securing a nitrogen cylinder (BOC). The Nitrogen cylinder is supplied by NETS. 2.26 Nitric Oxide

(a) The simultaneous carriage of nitric oxide and nitrogen is not required. 2.27 Oxygen & Medical Air supply

(a) The Operator is responsible for supply of medical oxygen and medical air. 2.28 Additional cylinders

(a) Additional cylinders of medical oxygen, medical air or nitric oxide may be carried at the discretion of the Clinical Crew and with the approval of the Pilot subject to the Operator’s Dangerous Goods Manual.

2.29 Medical Suction

(a) A plumbed medical suction system is required and must be developed in consultation with NSW Ambulance and ACT Ambulance. Suction must be controllable from 5kPA to 20kPA. The on/off switch should ideally be located in the port side of the ceiling centre console, operable by the seated Clinical Crew. Clinical Crews will use their own portable suction units as backup. 2.30 IV mounting

(a) Four (4) moveable IV hooks located in the roof tracking, two (2) above each patient stretcher.

8 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 2.31 Cabin ergonomics

(a) Vertical clearance from seat squab to cabin ceiling of >965mm.

(b) Clinical Crew entry/egress access width >435 MM; height >1400mm.

(a) Rear bulk head stowage areas must have shelving capable of accepting an evenly spread load of at least 40 kg. (b) Heavy items such as the rescue basket and two medical packs should be secured at floor level within this stowage area, not intruding into the cabin patient care space. Stowage units must have mechanisms which can be opened and closed with one hand.

(c) Where cargo nets are used to secure items the nets must be easily accessible, and clasps must be able to operate with one hand. (d) Items that will be required to be stowed in the cabin include but are not limited to:

(i) two medical packs (generally 15kg each) and ancillary medical equipment; (ii) medical sharps bin;

(iii) waste stowage;

(iv) rescue harnesses and crew restraint straps; (v) rescue stretcher;

(vi) emergency cable cutter;

(vii) survival pack; and (viii) first aid kit etc.

(e) Map and document storage pockets must be provided at the Pilot and F/O stations. 2.33 Secure Mounts

(a) Secure mounts are required for:

(i) hand held portable spot lights;

(ii) defibrillator;

(iii) iPad or similar, for use by Clinical Crew;

(iv) two (2) iPads or similar for use by operational flight crew (cockpit); and

(v) receptacle mounted torches etc.

(b) Additional universal secure mounts may be required to secure ventilation and monitoring equipment used by NSW Ambulance.

9 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 2.34 Positioning of and access to medical equipment in flight

(a) Suitable ceiling mounted rails (douglas track or equivalent) are required to provide a point for the positioning of IV drips and medical equipment. Quick disconnect fittings are required which must be able to be operated single handed. 2.35 Medical Equipment

(a) Total medical and rescue equipment (150kg) as detailed in the sections below. 3. AIRCRAFT ELECTRICAL POWER SUPPLIES

3.1 Electrical outlets

(a) Clinical Crew must be able to access all power outlets in the cabin area. Outlets may be used to power a range of medical equipment including the neonatal equipment used by NETS, ECMO machine and the intra aortic balloon pump (IABP) etc.

(b) The Aircraft cabin must be configured with the following power outlets: (i) two 14 volt DC electrical power outlets rated at 20 amp, one located in the rear storage area starboard side, and one located near the cabin port side rotating and traversing seat; (ii) four 28 volt DC electrical power outlets rated at 20 amp, two located in the ceiling centre console, one near the cabin port side rotating and traversing seat, and one in the rear storage area starboard side; (iii) two 230 volt AC 50hz outlets rated at 5 amp;

(iv) two USB charging points located at the front of the cabin; and

(v) one Aircraft Wifi hotspot. (c) Each DC outlet should be a Cannon 3 pin connector (part number MS3106E20- 19P) as specified by the Aeromedical Society of Australasia. For the 24-28 volt outlet, the voltage at the Power Connector must be no less than 22 volts with a 15 amp load. Only one supply voltage (either 12 volts or 24-28 volts) should be connected to an individual outlet since some equipment in service cannot resolve which voltage to use or may cross-connect the two supplies. (d) The AC outlet should comply with AS/NZS 3112 with earth leakage protection. Connectors must be compatible with all relevant medical and rescue equipment. (e) Cabin electrical power supplies must be fitted with indicator lights to identify electrical circuits in use. 3.2 Auxiliary medical support battery

(a) Aircraft must be installed with a dedicated medical support battery of sufficient power to provide a minimum 30 minutes power in the absence of the operation of Aircraft engines. The auxiliary battery is essentially to supply power for lighting and communications and essential medical equipment systems when required.

10 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 4. AIRCRAFT FIXED SAFETY/RESCUE EQUIPMENT & ENHANCEMENTS

4.1 Hoist requirements

(a) Aircraft operating from Sydney and Wollongong, must be hoist equipped and operate with an appropriately qualified Aviation Crew and Clinical Crew. 4.2 Hoist positioning

(a) The longitudinal station of the hoist installation on the Aircraft must be optimised to facilitate the hoist loading of a hoisted patient into the cabin. (b) The hoist must be mounted on the right hand side of the Aircraft. 4.3 Restraint hard points

(a) Four (4) approved attachment points (hard points) within the cabin area and rated to 160 kg must be provided for the wander lead attachment for crews' restraint harnesses.

(b) Hard points must be positioned to allow conning from the left or right sliding door and facilitate hover entry/exit grab handles.

(a) All hoists must be Class 1 Technology, variable speed with a capacity of 272 kg. (Goodrich). The hoist make and model must be approved by NSW Ambulance. (b) A ballistic hoist cable cut system must be employed as the primary system of emergency cable cutting. As a minimum, a hand held system must be provided as the secondary means of emergency cable cutting.

(d) Luminescent or high visibility hoist cables may be offered. 4.5 Emergency flotation capability

(a) All Aircraft must have emergency floatation equipment. 4.6 Emergency Underwater Exit Lighting

(a) An emergency underwater EXIT lighting system (HEELS) must be installed for the cockpit and cabin doors. 4.7 Co-pilot controls

(a) Co-pilot quick-disconnect cyclic and collective controls must be installed. 4.8 Ice detector

(a) An ice detector system must be installed.

11 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 4.9 High power search light

(a) A high power search light such as a SX-16 Nightsun is not required provided the Aircraft operates with a NVIS. 4.10 Tail rotor illumination

(a) Refer to “Aircraft External Lighting” in section 7 of this Schedule 3. 4.11 Main rotor brake

(a) A main rotor brake is required. 4.12 Fire detection and extinguishing

(a) Engine fire detection and extinguishing systems is required. 4.13 Portable extinguishers

(a) Two portable fire extinguishers, one in the cockpit and one in the cabin are required. 4.14 Engine wash system

(a) The Aircraft must be plumbed for engine washing and rinsing. 4.15 ELT

(a) The Aircraft must be installed with an ELT that meets TSO C-126 and which also has an integral GPS. 4.16 Wire strike protection

(a) Upper and lower fuselage wire strike protection systems are required. 4.17 Active power line warning system

(a) Active power line warning system to be installed. 4.18 Satellite tracking

(a) Satellite tracking system capable of a messaging function compatible with the NSW Ambulance systems is required. The system must be integrated with a satellite phone mounted in a hands-free unit and immediately accessible to the crew in the cabin. 4.19 Recording systems

(a) One pencil camera, must be installed in the area of the cabin ceiling for the purpose of recording patient treatment and operational activities.

(b) The cabin camera must be facing to the rear, in a position to be determined by NSW Ambulance.

12 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

(d) Two pencil cameras, must be installed at the hoist head pointing down, and mounted so that hoisting activities may be covered both near the Aircraft and at maximum deployment length of the hoist cable. (e) A sound and video recording capability through the Aircraft intercommunications system must be incorporated to accommodate each of the installed cameras.

(f) The recording systems must be operational and recording during all missions.

(g) All recordings are the property of NSW Ambulance. (h) Video and audio recordings will be used by NSW Ambulance solely to support the Integrated Risk & Safety Management System or with relevant consent of the parties, to support community engagement awareness. 5. AIRCRAFT REMOVABLE SAFETY/RESCUE EQUIPMENT

5.1 Hoisting Stretcher

(a) Lifesaving Systems Corp (LSC) #406-TI Titanium Medevac IIA Litter (Break-Apart), cut-down to suit transverse mounting in the AW139.

(b) Tape (not wire) lifting bridle required, to suit above stretcher and AW139 dimensions 5.2 Restraint Harness and Dispatcher Restraint Strap

(a) Safety Equipment Technical Services (SETS) Restraint Harness HW-CRW in a range of appropriate sizes.

(b) SETS Dispatcher Restraint Strap HW-DRS (C-SLS), same length as currently used in NSW Ambulance AW139s; four in cabin, two attached to forward cabin hard points and two attached to rear cabin hard points. Double-action mechanism at both ends. 5.3 Y-Piece Assembly

(a) SETS HW-YP(a-1) with quick release mechanism (Capewell), same length as currently used in NSW Ambulance AW139s; no non-Capewell Y pieces to be used. 5.4 Extension Strap (Gear Strap)

(a) SETS HW-STP(K) extension strap, same length as currently used in NSW Ambulance AW139. 5.5 Hypostrop

(a) SETS HW-STP(h), required for over-water use. 5.6 Air Rescue Vest

(a) Yates Professional 908M or equivalent SETS unit, required for over-land use. 5.7 Child Rescue Capsule

(a) SETS HW-CRC. Kept onboard for use as winching bag for other medical kit (including but not limited to medical monitor, portable oxygen).

13 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 5.8 Tagline/Ronstans

(a) Similar equipment to current system used by NSW Ambulance AW139s. 5.9 HiLine

(a) Similar equipment to current system used by NSW Ambulance AW139. 5.10 Quicksplice

(a) LSC #194 Quick Splice Emergency Hook Replacement kit; for over-water use. 5.11 Life Jackets

(a) Sufficient dual chamber collar type life jackets (Switlik X-Back, SOS, Mustang or similar) meeting the requirements of CAO 20.11 must be available for all operational and training crew.

(b) Jackets for Clinical Crew and Aviation Crew must be of the same make and model and must have pockets capable of holding an EPIRB and the small emergency items currently carried by NSW Ambulance Clinical Crew. 5.12 Life Raft

(a) A dual chamber life raft with a self-erecting canopy and a capacity for six (6) persons, and meeting the requirements of CAO 20.11, including a buoyant 406 MHz EPIRB, must be carried on all planned off-shore flights. 5.13 EPIRB/SARBE

(a) Each Aviation Crew and Clinical Crew member must carry a 406 MHz EPIRB within the Life Jacket with GPS capability.

(b) Each Clinical Crew EPIRB must have the NSW Ambulance Aeromedical Coordination Center registered as the primary contact to expedite communication in the event of an emergency.

(c) The 406 MHz EPIRB to be carried by the Pilot must be a SARBE 6-406PLB with press-to-talk capability, or an equivalent. 5.14 HEEDS / Spare Air

(a) The equipment and training must be made available at the Operator's expense to those Clinical Crew electing to make use of this skill. 5.15 Portable Radios

(a) Clinical Crew will utilise GRN portable radios supplied by NSW Ambulance; as such, VHF portable radios are not required. 5.16 Thermal winching bag

(a) Mont Thermal Winching bag (or equivalent as agreed by NSW Ambulance) to be supplied for each hoisting stretcher. 5.17 Droppable EPIRB

(a) One 406/GPS-capable per aircraft, mounted in bracket on cabin wall.

14 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 5.18 Survival Kit

(a) A survival kit commensurate with the Aircraft complement and the area of operations must be carried on every flight. 5.19 First Aid Kit

(a) A first aid kit meeting the intent of ERSA EMERG 4.3.1 must be carried on every flight. 5.20 Torches

(a) Two receptacle mounted waterproof torches are required one of which is integrated into the Aircraft electrical system for charging purposes and located in the cabin area.

(b) One must be located in the cockpit with access to the Pilot, and one in the cabin. 5.21 Harness cutters

(a) Two emergency harness cutters must be suitably positioned, one in the cockpit accessible to the Pilot and one in the cabin accessible to the Clinical Crew. 5.22 Hand held spot lights

(a) Two portable hand held spotlights must be carried on each flight. One must be immediately available to the crew in the cabin during night operations. 5.23 Flight Helmets

(a) The Operator is required to provide and maintain personal issue Alpha Eagle dual- visor flight helmets, with integrated communications of a type approved by NSW Ambulance and NVG mounting provisions, for all full time Clinical Crew. Numbers may vary over the period of this Contract and must meet the requirements specified.

(b) The Operator is also required to provide a pool of Alpha Multifit dual-visor flight helmets with integrated communications of a type approved by NSW Ambulance, for part time persons operating as Clinical Crew. Helmets must be available in a range of sizes including all of Small, Medium, Large and Extra Large (this may require some Alpha Eagle helmets as pool helmets). Numbers may vary over the period of the Contract and must meet the requirements specified. 5.24 Patient Helmets & Headsets

(a) Two patient safety helmets (Edelrid collapsible patient helmet) per hoist equipped Aircraft.

(b) Two headsets are required per Aircraft for patient use. These must be capable of isolating the patient from the ICS if required by the Aviation Crew.

15 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 6. AIRCRAFT NIGHT VISION IMAGING SYSTEMS

6.1 Internal and external lighting requirements

(a) Aircraft must be installed with a Night Vision Imaging System (NVIS)/Night Vision Goggles (NVG) operationally compliant as a minimum with CASA CAAP 174-1(1) and meeting the airworthiness requirements of CAO 82.6. 6.2 NVGs

(a) Operational Aircraft and those being used for training must be equipped with working NVG goggles for the Aircraft Crew and the paramedic Clinical Crew member. A working back-up set of NVG goggles must be available to the Aircraft Crew on all night flights.

(b) NVG goggles must be to a minimum standard Gen III. 6.3 Maintenance and security

(a) The Operator is responsible for the provision, maintenance, continuing airworthiness and security of all NVIS/NVG equipment. 6.4 Training requirements

(a) The Operator is responsible for the operational training and currency of all relevant NVG crew.

(b) The Operator will be required to provide limited training to paramedics to assist with obstacle recognition and hover directions at night. 7. AIRCRAFT EXTERNAL LIGHTING

7.1 Medium power search lights

(a) Two 360° fully steerable search lights of 400 Watts (or LED equivalent) minimum power must be installed and located either side under the Aircraft forward fuselage. 7.2 Landing lights

(a) Two fixed landing lamps of 250 Watts (or LED equivalent) minimum power must be mounted either side of the Aircraft lower fuselage. 7.3 Hoist light

(a) Fully steerable 3600 floodlight positioned below the starboard fuselage (“down the wire light”) which is a minimum of 400 watts and is able to illuminates the hoisting target area.

(b) The light must able to be switched “on/off” at the hoisting station. 7.4 Strobes

(a) High intensity strobes must be installed outboard on the horizontal stabiliser. 7.5 Tail rotor illumination

(a) Tail rotor illumination must be installed.

16 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 7.6 Trakkabeam Searchlights

(a) As soon as practicable from the DOV3 Date, the Operator must:

(i) supply and install Trakkabeam searchlights on all Aircraft; and (ii) maintain and keep secure all Trakkabeam searchlight equipment, at no cost to NSW Ambulance.

8. AIRCRAFT INTERNAL LIGHTING

8.1 Cabin lighting

(a) Cabin lighting with a brightness of 400 lux. Lights to be controllable by the Clinical Crew from the four standard cabin seating positions. Lighting must cover the stretcher and patient care areas. 8.2 NVG compatible

(a) All internal lighting must be NVG compatible. 8.3 Curtains

(a) Black-out curtains must be installed to divide the cockpit from the cabin during NVG operations. All curtains must be washable and replaceable. 8.4 Auxiliary power for cabin lighting

(a) Internal cabin lighting for the stretcher/patient care area must be available for a minimum of thirty (30) minutes through the auxiliary battery while the Aircraft engines are not operating. 8.5 Cockpit map lights

(a) Adjustable map lights must be installed at each Pilot position. The lights should be adjustable for light intensity and position. 9. AIRCRAFT ON-BOARD MONITORING SYSTEMS

9.1 CVR, FDR and ULB

(a) The Aircraft must be installed with a Cockpit Voice Recorder, Flight Data Recorder and Underwater Locator Beacon. 9.2 HUMS

(a) The Aircraft must be installed with a Health and Usage Monitoring System such as the Honeywell VXP or similar.

(b) The Aircraft must be installed with an engine trend monitoring system.

(d) The Aircraft must be installed with a digital video recording system taking feeds from the various pencil cameras mounted on the Aircraft. The system must hold

17 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

twenty four (24) hours of continuous recording when Master Power is active and can continuously overwrite past this twenty four (24) hour mark. 10. COCKPIT & CABIN ELECTRONICS, AVIONICS, COMMUNICATIONS & INSTRUMENT SPECIFICATIONS

All relevant equipment must be EFIS compatible. 10.1 NVIS/NVG

(a) Aircraft must be installed with an NVG compatible glass cockpit (and cabin) suitable for both single and two Pilot IFR operations, consisting of engine instruments, PFD and MFD components. All installed equipment must be EFIS compatible. 10.2 VHF air band

(a) Two (2) VHF air band communications transceivers. 10.3 VHF/UHF FM

(a) VHF/UHF FM radios (Flexcomm II RT5000 Wulfsberg or similar) with synthetic guard receiver to cover the following frequency bands:

(i) 50 – 88 Mhz

(ii) 118 – 152 Mhz

(iii) 138 – 174 Mhz

(iv) 380 – 520 Mhz 10.4 GRN digital

(a) The Operator must provide a radio system which is fully capable of transmitting and receiving on all NSW, Victorian and ACT emergency, non-emergency and maritime frequencies The system must incorporate a remote control head in the cabin for Clinical Crew access.

(b) NSW Ambulance currently prefers the Motorola XTL-5000 which is compatible with the NSW Ambulance GRN network/system. (c) In addition, provisions are required for installation and use of NSW Ambulance Mobile Data Terminals (supplied by NSW Ambulance). 10.5 Not used

10.6 Digital ICS - Cockpit

(a) Two (2) digital cockpit ICSs allowing for two independent selections each capable of providing at least seven (7) separate TX/RX selections. 10.7 Digital ICS - Cabin

(a) Two (2) digital cabin ICSs allowing for independent selections and each capable of providing at least five (5) separate TX/RX selections. The system must have the capability of cockpit isolation and have a cockpit call facility from the cabin utilising both warning light and audio.

18 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

(b) Refer to “Communications system Requirements”. 10.8 Communications System Requirements

(a) A “fail active” “Radio Master Switch” which will allow all crew stations to communicate via the ICS system prior to engine starting, and incorporating VHF #1 (or #2) activation at both cockpit stations.

(b) Fully compatible cockpit and cabin digital ICS.

(c) In the cockpit, an external radio communications system plus two (2) ICS to allow communication among seven (7) stations.

(d) In the cabin, an external radio communications system plus two (2) ICS to allow communication among five (5) stations. (e) One of the two cabin ICS must be positioned within easy reach of the hoisting station. The system must be capable of providing high quality functionality in all modes with all systems in operation. (f) A capability for all stations in the cabin area to converse via ICS in isolation from the individual cockpit stations. The PIC and F/O stations will have the capability to override this cabin area ICS isolate feature. (g) A capability for PIC and F/O cockpit communication via ICS in isolation from cabin area stations.

(h) A capability from the cabin area stations to activate a “call light and audio warning” in the cockpit, should personnel in the cabin area wish to communicate when the cockpit has elected to isolate its ICS from the cabin area.

(i) Push to talk, live microphone and voice-activated “talk” capability options at all ICS stations.

(j) A floor mounted, foot operated push button transmit switch, and a console mounted finger operated transmit switch, at the F/O station. (k) An ability for the Clinical Crew in the cabin to monitor, with adjustable volume via the ICS system, the patient medical equipment audio signals and alarms generated by the medical monitoring equipment contained in the medical stretcher bridge systems at two cabin ICS stations.

(l) Radio selection and volume control of each individual radio reception level and the intercom level at each ICS control panel. (m) A hand held cellular 4G (or current system) mobile telephone integrated into the Aircraft communications system via a hands free unit so as to provide telephone facilities at all stations. The telephone must be located in or accessible to the Clinical Crew compartment, and be capable of removal from the hands free unit for independent use if necessary.

(n) A hand held satellite mobile telephone integrated into the Aircraft communications system via a hands free unit so as to provide telephone facilities at all stations. The telephone must be located in or accessible to the Clinical Crew compartment, and be capable of removal from the hands free unit for independent use if necessary. (o) Clinical Crew must be able to instigate and receive communications via at least one of the mobile phone systems, both in flight and on the ground.

19 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

(p) A GRN remote radio head in the cabin accessible to the Clinical Crew to facilitate frequency/channel selection as required. 10.9 GPS

(a) Two (2) TSO C-146a GPS navigation management systems. 10.10 Moving map

(a) iPads will be carried to provide a moving map system down to street level. 10.11 ADF

(a) One (1) automatic direction finder (ADF). 10.12 VOR

(a) Two (2) VHF omni directional radio range (VOR)/instrument landing systems (ILS) with marker beacons. 10.13 DME

(a) One (1) distance measuring equipment (DME). 10.14 Transponder

(a) Two (2) Mode S/ADS-B transponders. 10.15 Weather radar

(a) One (1) colour weather/search radar with multi-function display/navigation overlay and cockpit check list facility, meeting the minimum standards of the Primus 701 Honeywell. 10.16 Radio altimeter

(a) Two (2) radio altimeters with both visual light warnings and audio warning tones, and IFR/EGPWS compatible. 10.17 Homing

(a) VHF AM/FM/UHF homing system incorporating 406 Mhz and multiple target tracking. Minimum standard acceptable is that of the Chelton DF-935-11. 10.18 EGPWS

(a) Enhanced Ground Proximity Warning System (EGPWS); minimum TAWS B. 10.19 TCAS/D

(a) TCAS/D with a minimum of 12 nm range. 10.20 Fuel flow

(a) Integrated fuel flow system. 10.21 Cellular mobile phone

(a) Integrated hands free 4G or latest available, mobile phone system accessible to the cabin area. Unit to provide telephone facilities at all stations. 20 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) 10.22 Satellite tracking

(a) Satellite tracking system with messaging function compatible with the NSW Ambulance Skyconnect system.

(b) The Operator must provide the ground based Aircraft tracking, receiving and displaying equipment required at each Base.

(a) TSO C-126 GPS with integrated GPS. 10.24 Clock

(a) Two (2) clocks must be provided on the instrument panel, one for the captain position and one for the co-pilot position. 10.25 Active power line detection

(a) An active powerline detection system, (Safeflight Instrument Corp. or similar) must be installed. 10.26 Ice detector system

(a) An ice detector system must be installed. 10.27 Flight hours recorder

(a) Flight hours recorder based on collective pitch/oil pressure switch is required. 10.28 iPad or equivalent

(a) Two (2) iPads or equivalent must be positioned in the cockpit for crew use, with both having an approved mounting system.

PART B: AIRCRAFT LIVERY SIGNAGE AND BRANDING

11. Aircraft Livery, Signage and Branding

(a) The Operator is responsible for painting the Aircraft in high quality gloss paint in a scheme approved by NSW Ambulance prior to the Handover Date.

(b) Other than Aircraft registration, all insignia must be approved by NSW Ambulance.

(d) The logos, colours and signage of NSW Ambulance must be prominently displayed on Aircraft based at Sydney, Wollongong and Orange.

(e) The logos and signage of NETS must also be displayed on these Aircraft.

(f) The Operator must ensure that the signage and logos do not contravene any aviation or other Law or constitute a safety hazard.

21 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW)

(g) Logos and signage must be repainted and replaced every five years from the time that the Aircraft enters service under this Contract.

(h) The Operator is responsible for the costs of: (i) affixing the Aircraft’s livery from the date that the Aircraft enters service under this Contract; and

(ii) maintaining the Aircraft’s livery during the Term including repainting or re-affixing the livery as required. (i) NSW Ambulance is responsible for the costs of:

(i) providing and affixing NSW Ambulance, NETS and NSW Health signs and logos; (ii) changes to the NSW Ambulance, NETS and NSW Health signs and logos which are part of the livery during the Term. (j) NSW Health and NSW Ambulance logos must be displayed on operational or training documentation associated with the provision of the Service by the Operator.

(k) Signage and branding at the Sydney, Orange and Wollongong Bases supplied under this Contract must be approved by NSW Ambulance.

22 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) APPENDIX A to SCHEDULE 3 - AIRCRAFT EMS FIT OUT

See separate documents titled:  TAS0569-1 Aeromedical Fit Out Specification and Related Services Dated 6Mar14.  TAS0569-1 Appendix A - AW139 to Aeromedical Fit Out Specification and Related Services Dated 18 September 2014.  TAS0569-5-20 Aeromedical Fit Matrix 2 December 2014.

23 L\339002484.1 Toll - Southern Region - DOV No 3 - Attachment 2 Redacted Schedule 3 - Aircraft Specification - Execution Version (ACW:LW) APPENDIX B to SCHEDULE 3 - BASE PLANS AND FACILITY FIT OUT

See separate documents titled:  (1) Sydney Metro Base Pages 1-3.  (2) Sydney Metro Base Upper Floor.  (3) Sydney ACE TC Ground Floor.  (4) Sydney Flight Line and Heave Maintenance Ground Floor.  Illawarra Base.  Metro Scope of Work V1 3.  Orange Base Ground Floor.  Orange Base Upper Floor.  Draft Base Strategy 8 Dec.  Qanstruct Capability Statement.  Regional Scope of Work v 1 2.  Toll Property Capability Statement.  NSW Helicopter Retrieval Services Facility Fitout v5.

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il, Mentone, Victoria.