Planning Report Rail Projects 17-Jun-2019

Waurn Ponds Train Maintenance and Stabling Facility

Planning Report

17-Jun-2019 Prepared for – – ABN: 69 981 208 782 AECOM Planning Report Waurn Ponds Train Maintenance and Stabling Facility

Waurn Ponds Train Maintenance and Stabling Facility Planning Report

Client: Rail Projects Victoria

ABN: 69 981 208 782

Prepared by

AECOM Australia Pty Ltd Level 10, Tower Two, 727 Collins Street, VIC 3008, Australia T +61 3 9653 1234 F +61 3 9654 7117 www.aecom.com ABN 20 093 846 925

17-Jun-2019

Job No.: 60535095

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© AECOM Australia Pty Ltd (AECOM). All rights reserved.

AECOM has prepared this document for the sole use of the Client and for a specific purpose, each as expressly stated in the document. No other party should rely on this document without the prior written consent of AECOM. AECOM undertakes no duty, nor accepts any responsibility, to any third party who may rely upon or use this document. This document has been prepared based on the Client’s description of its requirements and AECOM’s experience, having regard to assumptions that AECOM can reasonably be expected to make in accordance with sound professional principles. AECOM may also have relied upon information provided by the Client and other third parties to prepare this document, some of which may not have been verified. Subject to the above conditions, this document may be transmitted, reproduced or disseminated only in its entirety.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report Waurn Ponds Train Maintenance and Stabling Facility

Table of Contents Glossary and Abbreviations i Executive Summary iii 1.0 Introduction 1 1.1 Purpose of Report 1 1.2 Project Proponent 1 1.3 Report Structure 2 2.0 Project Context 3 2.1 Project Context 3 2.2 Project Need and Key Benefits 6 2.3 Selection of the Site 8 2.4 Land Requirements 9 3.0 Project Proposal 13 3.1 Project Description 13 3.1.1 Staged Delivery 13 3.1.2 Construction Phase 17 3.1.3 Operational Phase 18 4.0 Potential Impacts of the Project / Specialist Investigations 20 4.1 Agricultural Impact Assessment 20 4.1.1 Summary of Agricultural Impact Assessment 20 4.1.2 Project Response to Agricultural Impact Assessment 22 4.2 Ecological Assessment 23 4.2.1 Summary of Biodiversity Assessment and Ecological Assessment 23 4.2.2 Summary of Growling Grass Frog Study 25 4.2.3 Project Response to Ecological Assessment 26 4.3 Cultural and Historic Heritage 26 4.3.1 Summary of Cultural and Historic Heritage Study 26 4.3.2 Project Response to Cultural and Historic Heritage 26 4.4 Geotechnical Investigation 27 4.4.1 Summary of Geotechnical Investigation 27 4.5 Stormwater Management Plan 27 4.5.1 Summary of Stormwater Management Plan 27 4.5.2 Project Response to Stormwater Management Plan 29 4.6 Lighting Planning and Recommendations 29 4.6.1 Summary of Lighting Planning and Recommendations 29 4.6.2 Project Response to Lighting Planning and Recommendations 30 4.7 Bushfire Assessment and Development Report 30 4.7.1 Summary of Bushfire Assessment and Development Report 30 4.7.2 Project Response to Bushfire Assessment and Development Report 31 4.8 Transport Impact Assessment 31 4.8.1 Summary of Transport Impact Assessment 31 4.8.2 Project Response to Transport Impact Assessment 32 4.9 Noise Assessment 32 4.9.1 Summary of Noise Assessment 32 4.9.2 Project Response to Noise Assessment 33 4.10 Landscape and Visual Impact Assessment 33 4.10.1 Summary of Landscape and Visual Impact Assessment 33 4.10.2 Project Response to Landscape and Visual Impact Assessment 35 4.11 Social Impact Assessment 35 4.11.1 Summary of Social Impact Assessment 35 4.11.2 Project Response to Social Impact Assessment 36 5.0 Community and Stakeholder Engagement 38 5.1 Summary of Community and Stakeholder Engagement 38 5.2 Project Response to Community and Stakeholder Engagement 38 6.0 Planning Considerations 39 6.1 Strategic Context 39

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report Waurn Ponds Train Maintenance and Stabling Facility

6.1.1 Summary 39 6.1.2 Consistency with Objectives of Planning in Victoria 39 6.1.3 Consistency with Ministerial Directions 41 6.2 State and Local Policy 42 6.2.1 Consistency with State and Local Planning Strategies 42 6.2.2 Consistency with the Planning Policy Framework 42 6.2.3 Consistency with the Greater Planning Scheme Local Planning Policy Framework 44 6.2.4 Consistency with the Surf Coast Planning Scheme Local Planning Policy Framework 45 6.3 Zoning, Overlays and particular provisions. 45 6.4 Implications for the Responsible Authority 46 6.5 Response to Environmental, Social and Economic Effects 46 6.6 Transport Integration Act 2010 47 6.7 Land Use Planning Impacts 48 6.7.1 Impact on the orderly and proper planning of the area 48 6.7.2 Amenity impacts 49 6.7.3 Conclusion 51 7.0 Proposed Planning Scheme Amendment GC104 52 7.1 Planning Context 52 7.2 What does the proposed Amendment GC104 do? 52 7.3 The Incorporated Document 53 7.3.1 Environmental Management Framework 53 7.3.2 Development Plan 54 7.3.3 Native Vegetation 54 7.3.4 Floodplain Management 54 7.3.5 Other Conditions 54 7.3.6 Preparatory and Other Works 55 7.3.7 Expiry 55 7.4 Is this approach appropriate? 55 7.5 The use of the Public Acquisition Overlay 55 8.0 Conclusion 58 Appendix A State and Local Planning Policies, Strategies, Planning Controls and Permit Triggers A Appendix B Proposed Incorporated Document, Explanatory Report and all relevant Ordinances to the Amendment B

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report i Waurn Ponds Train Maintenance and Stabling Facility

Glossary and Abbreviations

Term Definition AJM-JV Aurecon Jacobs Mott MacDonald Joint Venture ARI Average Recurrence Interval BPA Bushfire Prone Area BEMP Bushfire Emergency Management Plan CBD Central Business District CCTV Closed-circuit Television CFA Country Fire Authority CHMP Cultural Heritage Management Plan CoGG City of Greater Geelong DELWP Department of Environment, Land, Water and Planning DoT Department of Transport EHP Ecology and Heritage Partners EMF Environmental Management Framework EMS Environmental Management Strategy EPA Environmental Protection Authority EVC Ecological Vegetation Class FZ Farming Zone GC Group Council GRZ1 General Residential Zone – Schedule 1 Ha Hectares HVAC Heating, ventilation, and air conditioning LSIO Land Subject to Inundation Overlay NIRV Noise from Industry in Regional Victoria PAO Public Acquisition Overlay PE Act Planning and Environment Act 1987 Project Waurn Ponds Train Maintenance and Stabling Facility PSA Planning Scheme Amendment PTV Public Transport Victoria PUZ1 Public Use Zone – Schedule 1 (Service & Utility) PUZ4 Public Use Zone – Schedule 4 (Transport) RDZ1 Road Zone – Category 1 RNDP Regional Network Development Plan RPV Rail Projects Victoria RRR Regional Rail Revival SCS Surf Coast Shire

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report ii Waurn Ponds Train Maintenance and Stabling Facility

Term Definition SMP Site Management Plan Study Cultural Heritage Study SUZ7 Special Use Zone – Schedule 7 TfV Transport for Victoria UGZ3 Urban Growth Zone – Schedule 3 VC Victorian Council VGV Valuer-General Victoria VPO1 Vegetation Protection Overlay – Schedule 1 WSUD Water Sensitive Urban Design

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report iii Waurn Ponds Train Maintenance and Stabling Facility

Executive Summary Purpose of this Report This Planning Report (the Report) has been prepared by AECOM Australia Pty Ltd (AECOM) for the Waurn Ponds Train Maintenance and Stabling Facility and associated road, rail, including signalling and track works and services upgrades (the Project) which is proposed to be delivered at 255 Reservoir Road, Waurn Ponds. The Report describes the Project and its context, outlines the technical investigations that have taken place within the Project Land and the Wider Project Land, summarises consultation undertaken by PTV and RPV and analyses the Project against the Planning Policy Framework and relevant planning considerations. The Report also provides an overview of the proposed Planning Scheme Amendment GC104 (the Amendment) to the Greater Geelong and Surf Coast Planning Schemes (the Schemes), which seeks to introduce an Incorporated Document through the use of a Specific Controls Overlay, and a Public Acquisition Overlay facilitate the implementation of the Project. The PAO will apply to part of the land at 255 Reservoir Road, north and south of the existing Melbourne - railway line which dissects the property. The Specific Controls Overlay will apply to the entire area required to facilitate the Project (identified within the report as the Project Land and Wider Project Land). AECOM was originally engaged by Public Transport Victoria (PTV) who was also the proponent for the Project. The responsibility for the planning, development and delivery work for the Project, including landowner and stakeholder engagement and the delivery of Stage 1, now sits with Rail Projects Victoria (RPV). Project Background The Melbourne - Geelong corridor is the busiest of the five principal corridors radiating from the Melbourne CBD that comprise the V/Line regional passenger network. The Project was funded in the 2015 to 2016 State Budget, which committed $257 million in new regional rail carriages and infrastructure to significantly boost capacity across the regional network, and specifically on the Melbourne - Geelong corridor. A combination of consistent and strong population growth in the Geelong and Wyndham regions, commuting pressures, a growing disconnect between employment and residential location and increasing road congestion is driving ongoing patronage growth on the rail network. The 2016 Regional Network Development Plan (RNDP) is recognised as Victoria’s long-term plan for transport investment in regional Victoria. In accordance with the requirements of the RNDP, the Project will address current issues with the short, medium and long term stabling and maintenance requirements of Victoria’s regional railway network. In doing so, it will also support the economy of the region and the State by enabling the better connection of people to places of employment, recreation, commerce, services and social networks. The Project is considered to be of State and regional significance and is required to support the continued growth of the V/Line fleet and commitments to improve service along the Melbourne - Geelong corridor in response to the above issues. The Project is also expected to improve efficiency and productivity of maintenance and stabling processes at other locations across the rail network, most of which face difficult site constraints and a consequential lack of clear delineation between operational and maintenance accountabilities. The Project The Project Land The Project is proposed to occupy part of the land south of the existing railway corridor at 255 Reservoir Road, Waurn Ponds (the Project Land). This land is currently privately owned. The Project Land meets all necessary key locational and design criteria and is considered the preferred site.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report iv Waurn Ponds Train Maintenance and Stabling Facility

The Wider Project Land The Wider Project Land (all land that the Project requires for the delivery of ancillary infrastructure and associated construction activity) includes part of the land north of the existing railway corridor at 255 Reservoir Road, Waurn Ponds, parts of the existing railway corridor from west of Pettavel Road to east of Bogans Lane, and parts of the existing road reservations of Reservoir Road, Bogans Lane and Pettavel Road. Staging The Project is proposed to be constructed in stages. In Stage 1 the Project is proposed to have capacity for 6 trains, and in Stage 2 the Project is proposed to increase capacity to up to 26 trains with the capacity to provide train maintenance. Stage 2 may be delivered in further stages. Both Stages 1 and 2 would be able to operate 24 hours a day. The Project includes (but is not limited to) the following key components: • Initial site development including (but not limited to): land acquisition, connections to key services, earthworks. • A stabling and maintenance facility including (but not limited to): stabling roads, fuelling facilities, bio wash facilities, train wash facilities, a maintenance facility, a substation and entry (rail) roads from the eastern and western ends of the site to the existing railway corridor. • Ancillary facilities including (but not limited to): road access into the Project Land and internal road access, upgrades to roads and rail signalling infrastructure, car parking and driver and cleaner amenities. Specialist Investigations Specialist investigations have been undertaken over several years to inform the design of the Project, identify potential issues and opportunities associated with the Project, and outline mitigation measures and recommendations to respond to those potential impacts and opportunities. A discussion of the following investigations has been included in this Report: • Agricultural Impact Assessment • Bushfire Assessment and Development Report • Cultural and Historic Heritage • Ecological Assessment - Biodiversity Assessment and Ecological Assessment - Growling Grass Frog Study • Geotechnical Investigations • Landscape and Visual Impact Assessment • Lighting Design Requirements and Recommendations • Noise Assessment • Social Impact Assessment • Stormwater Management Plan • Transport Impact Assessment The proposed Incorporated Document and the RPV Project Description and Concept Design respond to these assessments through design and the use of conditions relating to Development Plans, and through the Environmental Management Framework, Native Vegetation and Floodplain Management.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report v Waurn Ponds Train Maintenance and Stabling Facility

A concept design has been prepared to assist in the assessment of the proposed Amendment. The concept design incorporates the key elements of each of the proposed stages of development. It allows for an effective means to assess the environmental, social and economic impacts of the Project. The ultimate configuration of the Project may vary from the concept design. Appropriate measures have been put in place in the proposed planning controls to ensure that appropriate planning outcomes will be achieved.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report vi Waurn Ponds Train Maintenance and Stabling Facility

Consultation Public Transport Victoria (PTV) has, over a number of years, undertaken consultation with the affected landowners, relevant State and local government stakeholders and the local community to understand key concerns and opportunities in relation to the Project. Since being transferred the project from PTV, RPV has undertaken additional engagement with the directly affected landowner, as well as engagement with key stakeholders, to facilitate finalisation of the concept design and Amendment. Key Findings and Conclusions The Project and the proposed Amendment is considered consistent with relevant policies and strategies of the Planning Policy Framework. The Project will deliver substantial benefits to the Region, including: • Infrastructure improvements responding to the need identified in various planning and infrastructure policies and strategies to respond both to future strategic planning direction and existing capacity challenges in the region. These benefits include ongoing improvements in service levels allowing for an increased fleet size, additional services to be added south of Geelong Station to serve the southern growth corridor of Geelong and allowing trains to be stabled close to where they are needed in service, minimising empty running; and • Supporting the planned growth of the G21 Region as envisaged in Plan Melbourne 2017-2050 (March 2017) and other significant strategic plans, and the achievement of the economic, social and environmental drivers of those policies, The Project will support the provision of an accessible, efficient and reliable rail for the G21 Region, and in particular the growth areas south of Geelong. The Project also takes advantage of the location of existing rail infrastructure, being the existing Melbourne – Warrnambool rail line which currently runs through the Project land at 255 Reservoir Road. Overall, whilst it is acknowledged that the Project will result in localised impacts, the benefits that the Project as a whole will bring are significant to the locality, region and State. Local impacts are predominantly amenity based, with potential land use impacts being experienced at 255 Reservoir Road due to the loss of 61 hectares of agricultural land. These impacts can be mitigated and will not compromise the use of surrounding agricultural land. The Project is considered appropriate from a land use planning perspective subject to a number of mitigation actions recommended across the variety of impact assessments undertaken for the Project and which have been incorporated into the preparation of the Amendment, and particularly in relation to 255 Reservoir Road. The Amendment process is considered an efficient and effective method of managing the planning approval of the Project, particularly given the context and significance of the Project. In summary: • The Project is consistent with and supports the delivery of relevant planning policy and the benefits of achieving that policy. • The Project will have local land use and amenity impacts which can be reduced and appropriately managed by the application of various mitigation measures summarised in this report. • The proposed use of and approach being undertaken by Amendment GC104 is appropriate for the Project.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report 1 Waurn Ponds Train Maintenance and Stabling Facility

1.0 Introduction

1.1 Purpose of Report This Planning Report (the Report) has been prepared by AECOM Australia Pty Ltd (AECOM) for the Waurn Ponds Train Maintenance and Stabling Facility and associated road, rail, including signalling and track works and services upgrades (the Project) which is proposed to be delivered at 255 Reservoir Road, Waurn Ponds. The Report describes the Project and its context, outlines the technical investigations that have taken place within the Project Land and the Wider Project Land, summarises the consultation undertaken by PTV and RPV, identifies and analyses the Project against the Planning Policy Framework and relevant planning considerations. The Report also considers the application of proposed Planning Scheme Amendment GC104 (the Amendment) to the Greater Geelong and Surf Coast Planning Schemes (the Schemes). Amendment GC104 proposes to: • Apply the Public Acquisition Overlay (PAO) to part of 255 Reservoir Road, Waurn Ponds by amending the Schedule to Clause 45.01 (PAO) to the Greater Geelong Planning Scheme to allow the land to be acquired by the Secretary to the Department of Transport (DoT) for the purpose of the Project. The PAO applies to privately owned land, some of which is owned by Barwon Water. • Apply the Specific Controls Overlay (SCO) by inserting Clause 45.12 and an associated Schedule to the Schemes to allow the use and development of land for the purpose of the Project in accordance with the Waurn Ponds Train Maintenance and Stabling Facility Project Incorporated Document, June 2019 (the Incorporated Document). In addition, the Schedule to Clause 51.01 (Specific Sites and Exclusions) to the Schemes will be amended to insert the Incorporated Document. • Amend the Schedule to Clause 72.01 (Responsible Authority for this Planning Scheme) to the Schemes to make the Minister for Planning the Responsible Authority for the purpose of the Project. • Amend the Schedule to Clause 72.03 (What does this Scheme Consist Of?) to the Schemes by inserting the PAO and SCO maps. • Amend the Schedule to Clause 72.04 (Documents Incorporated in this Planning Scheme) to the Schemes to insert the Incorporated Document. Amendment GC104 will provide: • the approval and planning framework for the use and development of the Project; • the mechanism to acquire additional land and compensate affected parties in accordance with the Land Acquisition and Compensation Act 1986. The acquiring authority will be the Secretary to the Department of Transport (DoT). The Secretary is empowered to compulsorily acquire land pursuant to section 36 of the Transport Integration Act 2010, subject to the approval of the Minister for Public Transport.

1.2 Project Proponent Between 2015 and 2017, PTV completed a site selection process, commenced land, planning and environment investigations and prepared an initial concept design for a stabling and maintenance facility in Waurn Ponds. PTV also undertook initial landowner and stakeholder engagement. In 2018, based on the work previously undertaken by PTV, RPV was tasked with preparing an updated concept design for the Project, updating and finalising the various land, planning and environment investigations, and preparing a Planning Scheme Amendment to facilitate land acquisition and set a framework for staged delivery of the Project.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report 2 Waurn Ponds Train Maintenance and Stabling Facility

RPV, under the Regional Rail Revival (RRR) Program, has since taken responsibility for all planning, development and delivery work for the project, including landowner and stakeholder engagement and the delivery of Stage 1.

1.3 Report Structure This Report is presented as follows: • Section 2.0 provides an overview of Project context and background. • Section 3.0 outlines the Project Proposal. • Section 4.0 summarises the Specialist Investigations that have been prepared in association with the Project. • Section 5.0 outlines the consultation processes for the Project to date. • Section 6.0 identifies the relevant planning policies and objectives for the Project. • Section 7.0 provides an analysis of proposed Planning Scheme Amendment GC104 against the relevant planning policies, objectives and controls identified in Appendix A. • Section 8.0 outlines key conclusions of this Report. • Appendix A contains the State and Local Planning Policies, Strategies, Planning Controls and Permit triggers for the Project as at the time of writing this Report. • Appendix B contains the proposed Incorporated Document, Explanatory Report and relevant Ordinances to the proposed Amendment.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report 3 Waurn Ponds Train Maintenance and Stabling Facility

2.0 Project Context

2.1 Project Context The Project sits approximately 85 kilometres south-west of Melbourne’s Central Business District (CBD) and 10-15 kilometres south-west of central Geelong (refer Figure 1). It is located predominantly within the City of Greater Geelong and partially within the Surf Coast Shire (refer Figure 2). The Project also sits within the G21 – Geelong Region Alliance Region (the G21 Region) in Southern Victoria. Geelong is the regional centre of the G21 Region and provides a wide range of services to the region and adjoining areas. The Project Land is located approximately 4 kilometres south-west of the existing Waurn Ponds Railway Station and is generally bound by Pettavel Road to the west, Bogans Lane to the east, farmland to the south and the existing rail line and farmland to Reservoir Road to the north. Part of the Wider Project Land to the north of the rail corridor is owned by Barwon Water. Notable surrounding and nearby land uses include the Boral Quarry and Cement Works (Boral) located to the north-east, and rural residential and farming uses to the north-west, south, east and west. The Pettavel Basin (a service and utility site managed by Barwon Water) is also located to the north. The Mt Duneed Estate Winery comprising a restaurant/café and venue for concerts and functions is located further to the north beyond the Pettavel Basin and over a ridge toward the Princes Highway.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report 4 Waurn Ponds Train Maintenance and Stabling Facility

Figure 1 Regional Context Map

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report 5 Waurn Ponds Train Maintenance and Stabling Facility

Figure 2 Land Requirements Map

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

AECOM Planning Report 6 Waurn Ponds Train Maintenance and Stabling Facility

2.2 Project Need and Key Benefits Victoria is growing faster than any other State or Territory in Australia. Victoria’s regions are home to about one quarter of its population and play a vital role in its prosperity. Regional Victoria contributes more than $65 billion to the State’s economy annually, accounts for almost one third of the State’s exports and attracts more than 13 million tourists each year. It is also home to one third of the State’s small businesses. Victoria’s regional centres are increasingly offering jobs, education, health and other services that were previously only available in Melbourne. These services, combined with lifestyle advantages and housing affordability, are attracting more families to regional Victoria. As the population and local economies of regional Victoria grow, the rail network must keep up with changing travel needs1. In 2017 the V/Line rail network carried nearly 50,000 passengers on a typical weekday, an increase of nearly 100 per cent over the past decade, with patronage forecast to double again over the next 10 years2. Regional Rail Revival (RRR) is a joint initiative of the Australian and Victorian governments and seeks to upgrade every regional passenger train line in Victoria (including the Melbourne – Warrnambool line on which this site is located), creating more than 1,000 jobs3. It will improve transport connections between regional centres and Melbourne. It will deliver more services and better reliability to keep Victoria’s regional economies and population moving, with improved stations, tracks and signalling. Better connections will provide more opportunities for regional Victorians to access jobs, education, healthcare, housing and community services and help ensure regional centres are great places to live and visit4. The area south of Geelong Station is a designated growth corridor with increasing urbanisation around Marshall and Waurn Ponds stations. RRR includes works along the Melbourne - Geelong corridor, which is the busiest of the five principal corridors radiating from Melbourne that comprise the V/Line regional passenger network. The commuting zone of the Melbourne - Geelong corridor extends approximately 93 kilometres from Southern Cross Station to Waurn Ponds. The corridor continues as a regional rail service further west from Waurn Ponds to Warrnambool, approximately 275 kilometres from the Melbourne CBD. The Warrnambool Line Upgrade also aims to deliver more frequent and reliable train services and allow VLocity trains to run to Warrnambool for the first time. That project includes building a new crossing loop, signalling upgrades between Waurn Ponds and Warrnambool, level crossing upgrades and new train stabling facilities at Warrnambool. Between 2016 and 2036, the population of the City of Greater Geelong is forecast to increase by 87,174 persons (36.53%), at an average annual change of 1.57%. By 2051, the combined Geelong - Wyndham regional population is expected to be substantially greater than one million people. A combination of consistent population growth in the region, coupled with commuting pressures from the growing disconnect between employment and residence location and continually increasing road congestion stimulate existing and the anticipated ongoing patronage growth. The majority of patronage growth is occurring in areas directly serviced by the existing railway stations along the Geelong railway corridor, including a growing demand in the Wyndham area. Further growth in Geelong’s designated growth corridors, and particularly in the Armstrong Creek growth area immediately south of Waurn Ponds, is also expected to exacerbate existing pressures. The trains that service the Melbourne - Geelong corridor are currently held and serviced overnight in Geelong and are accommodated by two facilities: • The Geelong Passenger Yard that comprises several tracks and which is located immediately to the west of Geelong Station. It has capacity for at least 35 rail cars on 6 tracks.

1 Rail Projects Victoria 30 October 2018, About, viewed November 2018, http://regionalrailrevival.vic.gov.au/about. 2 Regional Rail Revival December 2017, Registration of Interest Melbourne Metro Rail Authority, viewed November 2018, regionalrailrevival.vic.gov.au/__data/assets/word_doc/0004/145309/RRR-RoI-FINAL.DOCX. 3 Rail Projects Victoria 30 October 2018, Regional Rail Revival, viewed November 2018, http://regionalrailrevival.vic.gov.au/home.; Regional Rail Revival 2018, Warrnambool Line Upgrade Community Update, viewed November 2018, http://regionalrailrevival.vic.gov.au/__data/assets/pdf_file/0006/310929/RRR-Warrnambool-Line-Newsletter- Winter-2018.pdf. 4 Rail Projects Victoria 30 October 2018, About, viewed November 2018, http://regionalrailrevival.vic.gov.au/about.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

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• The Geelong Locomotive Depot area in Pakington Street, Geelong West. It has capacity for 48 rail cars on 7 tracks. Train servicing requirements undertaken at the Geelong facilities generally include fuelling, toilet extraction and water replenishment of carriages, and internal cleaning of all vehicles. A carriage wash plant is also located at the Geelong Passenger Yard. This is presently used only to wash loco-hauled carriages as industrial bans prevent washing of Diesel Multiple Units, including the VLocity fleet, at this wash plant. Diesel Multiple Unit trains, including the VLocity fleet, are unable to be washed at the Geelong Passenger Yard. Routine maintenance including most component change-outs and scheduled examinations for the VLocity fleet are shared between the Ballarat East depot and the West Melbourne Carriage Maintenance depot. All routine maintenance on the Sprinter DMU fleet and of all broad gauge loco-hauled carriages are generally undertaken at West Melbourne. Some major exams are undertaken on the Sprinter fleet at a facility in Bendigo. The V/Line locomotive fleet is routinely maintained at West Melbourne and Geelong. Locomotive overhauls are also undertaken at Newport. In 2017, the 2015-16 order of VLocity trains was completed and consequently, the current maintenance facilities at West Melbourne and Ballarat East are at full capacity. They are also located some distance from the Geelong facilities and rail service. Based on forecast increases in patronage, the V/Line fleet will continue to grow. To keep place with this demand, there is sufficient and prioritised operational justification for a new stabling and maintenance facility. This necessity was recognised in the 2015-16 State Budget which recognised a train maintenance and stabling facility as part of the $257 million commitment to new regional rail carriages and infrastructure to significantly boost capacity across the regional network. This announcement was further supported by the Victorian Government’s release of the RNDP, the first long-term plan to improve public transport in regional Victoria. RRR is a critical step in delivering the objectives of the RNDP5. The Project will be important in delivering the infrastructure needed for more frequent and reliable train services for regional Victorians. The location of stabling and maintenance facilities in close proximity to the start of service is advantageous from both efficiency and reliability perspectives. Specifically, the Project is required for the Geelong line for the following reasons: 1. To meet demand. As noted above, the Geelong line has the highest demand and frequency of any regional train line. To operate this service currently requires about 1/3 of the V/Line fleet. Ongoing improvements in service levels will drive and increase fleet size. There is forecast to be a need to accommodate about double the current number of trains. As VLocity Diesel Multiple Units (DMU) trains are increasingly operated on the Geelong line, older locomotive hauled train are expected to be phased out. 2. To allow additional services to be added south of Geelong Station to serve the southern growth corridor of Geelong. As also noted above, there is considerable growth occurring south and west of Geelong. The single line section between Geelong and Waurn Ponds constrains train operations. This is further complicated by the need to run empty trains to and from stabling in North Geelong and the Geelong Yard against the peak direction to position trains for revenue services at the end of the line. Due to the frequency of the peak direction flow, it is very difficult to undertake the empty positioning moves without affecting the peak direction service. This means that more frequent services between Geelong Station and Waurn Ponds cannot be provided, despite this area being the area of strongest growth in demand in Greater Geelong. Data suggests that many train users currently drive into central Geelong from the southern parts of Geelong and the Bellarine Peninsula, rather than using a closer station to access the rail service. 3. To allow trains to be stabled close to where they are needed in service, minimising empty running. A train travelling to or from stabling in Geelong or North Geelong to the end of the line at Waurn Ponds currently runs empty for a 13km trip. A facility at Waurn Ponds would reduce this

5 Transport for Victoria 2018, Regional Network Development Plan, viewed November 2018, https://transport.vic.gov.au/our- transport-future/our-projects/regional-network-development-plan.; Rail Projects Victoria 30 October 2018, About, viewed November 2018, http://regionalrailrevival.vic.gov.au/about.

17-Jun-2019 Prepared for – Rail Projects Victoria – ABN: 69 981 208 782

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trip to under 4km. Additionally, empty trains going to or from a new Waurn Ponds train maintenance and stabling facility would not interfere with revenue services between Geelong and Waurn Ponds, while only having a minor interaction with relatively infrequent services to Warrnambool. 4. Duplication of the single line south of Geelong to Waurn Ponds has been investigated by the Department of Transport (DoT). The duplicated railway would support the operation of the Waurn Ponds stabling and maintenance facility and allow Waurn Ponds to become a terminus for the commuter rail network6. The Federal Government has made a commitment to fund the duplication, with the first tranche of funding yet to be determined. In addition, the development of the Waurn Ponds Train Maintenance and Stabling Facility may allow for the urban renewal of existing train stabling and maintenance land in Geelong. This potential is supported by the Settlement Strategy October 2018 (CoGG) which identifies the central Geelong rail corridor as an investment opportunity for higher density development7. Furthermore, the future redevelopment of these sites could also present broader social, economic and environmental benefits to the Geelong CBD and the region. The project is clearly aligned and supports State and Local Planning Policies, as outlined in Section 6.2 of this Report.

2.3 Selection of the Site A new train maintenance and stabling facility should be located beyond the now constructed Waurn Ponds Railway Station (the terminus for Geelong line services). The construction of a facility in this location would allow trains to fleet through in the mornings and evenings and provide higher service frequencies at Waurn Ponds Railway Station to cater for the forecasted patronage growth in the area. Close proximity to Waurn Ponds Railway Station also ensures that the Project does not require the relocation of any existing significant rail services or infrastructure. This location of the Project would also: • Enable trains to start and finish at the Project after daily operation. • Ensure empty train kilometres and associated costs are minimised. • Accommodate future service expansion and infrastructure to support additional services. • Provide opportunities for V/Line to consolidate stabling and maintenance across the network. To establish the most suitable location for the Project, a number of sites in the area were initially considered against criteria that focused on meeting current and future operations requirements, including: • Gradient – the land needs to be relatively level throughout and at mainline entry/ies to ensure excavation and filling costs can be minimised and accommodated within the Project budget. • Timeframe for completion – the land needs to be available between 2018 - 2020 to allow for construction of the facility and accommodation of V/Line trains to meet the future demand and nominated timeframes. • Length - land parcels are required to be over 1km in length to meet optimal operational requirements and maximise site functionality, and to “future proof” the Project for future stabling and maintenance needs (i.e. longer trains). • Proximity to Waurn Ponds Railway Station – the facility should be located close to Waurn Ponds Railway Station (the terminus of the Geelong line) to minimise the “dead running” of trains (ie. distances that trains are required to travel empty).

6 Transport for Victoria August 2018, Relationship of Waurn Ponds Stabling to the Geelong line. 7 The City of Greater Geelong October 2018, Settlement Strategy, viewed November 2018, https://www.geelongaustralia.com.au/common/Public/Documents/8d5b438a9620da8-settlementstrategyfinaloctober2018.pdf.

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AECOM Planning Report 9 Waurn Ponds Train Maintenance and Stabling Facility

Sites that met the above criteria were then considered in greater detail to identify other potential development and construction issues that could impact the delivery, cost and functionality of the Project, including: • The location of watercourses – avoid watercourses to minimise limitations on functionality or design. • Location of residences - preferred sites being those that do not require the acquisition of homes. • Road access - two access points to accommodate access and emergency access requirements. • Rail access - close to the existing rail corridor and ability to provide two rail access points to maximise functionality. • Earthworks or rehabilitation - no major earthworks including rehabilitation or site works required. • Cultural heritage - consideration of Cultural and historic heritage. Using the criteria above, land at 255 Reservoir Road, Waurn Ponds, was chosen as the preferred site. The site meets all necessary key criteria. This is due to the site being: • Relatively flat when compared to the surrounding area, minimising gradient changes and the amount of cut and fill required. • Available within the nominated timeframe (subject to land acquisition processes). • Able to accommodate all of V/Line’s operational requirements regarding size that enable maximum functionality and future proofing. • Uninhibited by any major watercourses, or significant flora and fauna. • Easily accessible via both road and rail, with minimal additional infrastructure works required (i.e. bridges or roads). • Free of residences (within the Project Land). No other sites that were initially considered met all of the above criteria. It is acknowledged that the Project (in the location of the preferred site) will further sever a farming property that is already divided by the existing rail corridor. The main farming residence and key farming infrastructure are located north of the rail corridor and majority of paddocks are located south of the rail corridor and east of Bogan’s Lane. As detailed in Section 4.1 of this Planning Report, an Agricultural Impact Assessment report has been prepared by a consultant Agronomist. This report considers impacts of the Project on the farming business, and provides recommendations to minimise and mitigate these impacts.

2.4 Land Requirements Project Land – All areas of land required within the Site for the purposes of the Project: • At 255 Reservoir Road: - 350 metres south of the rail corridor between Pettavel Road and Bogans Lane. Wider Project Land – All land that the Project requires for the delivery of ancillary infrastructure and associated construction activity: • At 255 Reservoir Road: - Approximately 50 metres north of the rail corridor between Pettavel Road and Reservoir Road/Bogans Lane. It is anticipated that only a small portion of this wider project land will be required, subject to the determination of the ultimate location of the occupational crossing as part of Stage 2 of the project. • Surrounding 255 Reservoir Road: - Within the existing rail corridor for approximately 3040 metres west and for 3550 metres east of Bogans Lane inclusive;

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AECOM Planning Report 10 Waurn Ponds Train Maintenance and Stabling Facility

- Within the Bogans Lane road reservation, 500 metres south of Reservoir Road; - Within the Pettavel Road road reservation, 170 metres north of the rail corridor and 480 metres south of the rail corridor; - Within the Reservoir Road road reservation, 800 metres east of, and including its intersection with Bogans Lane. Figure 1 shows the regional context of the Project Land and Wider Project Land. Figure 2 shows the above Project Land and Wider Project Land in closer detail. Within the Wider Project Land, north of the existing railway corridor, there is a narrow corridor of land on the property at 255 Reservoir Road that is owned by the Barwon Region Water Corporation. The land runs from Pettavel Road parallel with the existing railway corridor past the existing stock crossing and then heads north. It has several small breaks in continuity to Reservoir Road. This land is for a pipeline connection to the Pettavel Basin, located north of Reservoir Road, Waurn Ponds. Discussion with the Barwon Region Water Corporation is proposed regarding the effect the Project will have on the land and any access rights arrangements that may need to be made. Table 1 provides details of each parcel of land comprising the Project Land, Wider Project Land and the proposed PAO15. A map indicating the extent of the proposed PAO15 is located at Appendix B. The proposed PAO15 will be applied to the Project Land (the land at 255 Reservoir Road 350 metres south of the existing railway corridor). This land is proposed to be acquired as the requirement for the entire footprint of Stage 1 and Stage 2. The stretches of Bogans Lane and Pettavel Road are required for road upgrades, the rail track is required for signalling and sewerage connections, and water connections, the Reservoir Rd stretch is required for gas connection. It will also be applied to part of the Wider Project Land (the land at 255 Reservoir Road and 50 metres north of the existing railway corridor). The purpose of the 50 metre area to the north is to allow for a proposed Stage 2 relocated farm laneway crossing of the rail corridor to allow for livestock and light farm vehicles to cross the existing railway corridor. It is anticipated that only a small portion of this wider project land will be required, subject to the determination of the ultimate location of the relocated crossing as part of Stage 2 of the project. Whilst this solution will most likely be in the proximity of the Pettavel Road boundary of the site, the approach to the PAO allows for other solutions to be developed with the landowner if required.

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Table 1 Property Configuration

Certificate of Title Ownership Amendment GC104 Private Land Lot 1, TP95884 Freehold Project Land, Wider Project Land and proposed PAO15 Lot 2, TP958840 Freehold (Barwon Water) Project Land, Wider Project Land and proposed PAO15 Lot 3, TP958840 Freehold Project Land, Wider Project Land and proposed PAO15 Lot 4, TP958840 Freehold Project Land, Wider Project Land and proposed PAO15 Lot 1, TP958844 Freehold Project Land and proposed PAO15

Allotment G Section 24 Freehold Project Land and proposed PAO15 Parish of Duneed

Lot 1, TP117996F Freehold (Barwon Water) Wider Project Land and proposed PAO15 Lot 2, TP117996F Freehold (Barwon Water) Wider Project Land, proposed PAO15 Rail Corridor Lot 1, TP954591 Crown / Victorian State Wider Project Land Government Allotment 2017 Parish of Crown / Victorian State Wider Project Land Duneed Government

Lot 1, TP589523 Crown / Victorian State Wider Project Land Government Lot 1, TP901063 Crown / Victorian State Wider Project Land Government Allotment 2013 Parish of Crown / Victorian State Wider Project Land Duneed Government

Lot 1, TP954557 Crown / Victorian State Wider Project Land Government Lot 2, TP954557 Crown / Victorian State Wider Project Land Government Lot 3, TP954557 Crown / Victorian State Wider Project Land Government Lot 4, TP954557 Crown / Victorian State Wider Project Land Government Allotment 2016 Parish of Crown / Victorian State Wider Project Land Duneed Government

Lot 7, TP954557 Crown / Victorian State Wider Project Land Government Allotment 9E Section 9 Crown / Victorian State Wider Project Land Parish of Duneed Government

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Certificate of Title Ownership Amendment GC104 Allotment 2015 Parish of Crown / Victorian State Wider Project Land Duneed Government

Lot 1, TP117955 Crown / Victorian State Wider Project Land Government Lot 1, TP954863 Crown / Victorian State Wider Project Land Government Lot 1, TP954768 Crown / Victorian State Wider Project Land Government Lot 2, TP117955 Crown / Victorian State Wider Project Land Government Lot 1, TP117994 Crown / Victorian State Wider Project Land Government Lot 1, TP954798 Crown / Victorian State Wider Project Land Government Lot 1, TP117993 Crown / Victorian State Wider Project Land Government Lot 1, TP954643 Crown / Victorian State Wider Project Land Government Road Corridor Bogans Lane Crown / Victorian State Wider Project Land Government Reservoir Road Crown / Victorian State Wider Project Land Government Pettavel Road Crown / Victorian State Wider Project Land Government

The roads identified above are all Government Roads and have no title/lot information. Allotments exist where the rail and roads intersect to acknowledge that there are two interests in this land, and whilst VicTrack has Crown land administrator rights on the allotment, it remains a Government Road.

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3.0 Project Proposal

3.1 Project Description The following section provides the Project Description for the Project including the Land Requirements, Staged Delivery and infrastructure of the Project and an outline of the Construction and Operational Phases of the Project. This section also includes the RPV Concept Design for the Project. The Waurn Ponds Train Stabling and Maintenance Facility Concept Plan was prepared by RPV in consultation with various rail management entities, including Transport for Victoria, V/Line, and Public Transport Victoria. The information in the following sections has been used within this Report, and each specialist investigation (as applicable) to assess the impacts of the Project and the Amendment. The concept design has been prepared to assist in the assessment of the proposed planning scheme amendment. The Concept Design incorporates the key elements of each of the proposed stages of development. It allows for an effective means to assess the environmental, social and economic impacts of the project. The ultimate configuration of the Project may vary from the Concept Design. 3.1.1 Staged Delivery It is proposed to deliver the Project in stages: • Stage 1 is funded and is expected to be delivered by 2021; • Delivery of the balance of the Facility (referred to in this report as Stage 2) is subject to further Government decision making in relation to the funding and procurement of new trains to service the Geelong Line and broader regional rail network and associated stabling and maintenance requirements. The timing for delivery of Stage 2 is unknown at this time. Stage 2 may be delivered in one or more stages depending on the outcome of this decision making. Figure 3 presents the RPV Concept Design of the Project. The Concept Design is indicative only and may be subject to change through the detailed design process. 3.1.1.1 Stage 1 Infrastructure Stage 1 is anticipated to deliver a train stabling facility with the capacity to stable 6 trains. It is anticipated that the facility will primarily cater for VLocity/DMU trains, however, it is proposed to have capacity to cater for 3 locomotive trains in the short-term while locomotives continue to be phased out of the V/Line fleet. The facility would be located south of the existing railway corridor, directly east of the existing farm laneway at the centre of the Site, and west of Bogans Lane. The Stage 1 facility would occupy an area of approximately 11 hectares, and would be in the order of 1030 metres long, 150 metres wide at its widest section and 100 metres wide at its most narrow point. Stage 1 is anticipated to comprise: Initial site development • Land acquisition for the entire footprint of Stage 1 and Stage 2; • On-site mobilisation; • Connections to key services (electricity, water, sewerage, drainage, communications, etc.); • Security fencing and entrance/exit gates around the perimeter of the stabling roads and Stage 1 facilities; • Earthworks to support initial facilities and trackwork; • Landscaping; • Road access from Bogans Lane; • Power and dam infrastructure works resulting from the acquisition of farmland for the facility site;

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• Modified stock crossing and vehicular access to the adjacent leasehold farm property (i.e. the Boral owned land to the east); • It is expected that the existing level crossing that serves the central farm laneway will remain in operation at its current location, potentially with some modifications as required by V/Line. Track layout • Six stabling roads, comprising four single ended and two double ended stabling roads; • One single entry/exit train access point from existing rail corridor towards the eastern end of the site, just west of Bogans Lane. Servicing facilities • Fuelling facilities on four stabling roads; • Power, toilet extraction and water replenishment equipment, footpaths and yard lighting provided on all of the stabling roads. Ancillary facilities • Upgrades to the existing signalling system within the rail corridor; • Waste compound for rubbish and hard waste; • Bunded fuelling area; • Water storage and supply for stabling sidings; • Drainage systems, including water sensitive urban design (WSUD) and the modification or relocation of farm dams; • Telecommunications; • Asphalt footpaths; • CCTV to cover stabling sidings area; • Driver and cleaner’s amenities; • Formed and sealed access roadways, with capacity to allow for B-double truck access and turnaround; • Car parking for drivers, visitors and cleaners. 3.1.1.2 Stage 2 Infrastructure As stated above, Stage 2 is subject to further Government decision making. However, it is anticipated that Stage 2 will increase the stabling capacity of the Facility to 26 trains and will introduce a train maintenance facility. Based on an indicative concept design, the Stage 2 facility is anticipated to occupy an area of approximately 46 hectares, and be in the order of 1720 metres long, 320 metres wide at its widest section and 160 metres wide at its narrowest. Stage 2 is anticipated to comprise: Site development • Security fencing and entrance/exit gates around the perimeter of the Stage 2 facility; • Earthworks to support expansion of facilities and trackwork; • Landscaping; • A rerouting of the farm laneway to cross the rail corridor in proximity to the Pettavel Road boundary of the Site. Rail facilities • Two access points from existing rail corridor, one towards the eastern end of the site and one towards the western end of the site;

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• Stabling roads for up to 26 trains; • Bio-wash facilities; • Train wash facilities; • A maintenance facility with 5 maintenance roads. Servicing facilities • Expansion of fuel and water facilities; • A substation; • Expansion of staff facilities; • One gatehouse along the entry road. Ancillary facilities may include the following: • Drainage systems, including WSUD and the modification or relocation of farm dams; • Telecommunications; • Internal/external access arrangements; • Utility protection and installation; • Signalling infrastructure; • Emergency access via Pettavel Road.

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Figure 3 RPV Concept Design

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3.1.2 Construction Phase 3.1.2.1 Construction Activities Key construction activities anticipated for the Project include: Table 2 Construction Activities

Stage Construction Activities Stage 1 Site • On-site mobilisation; Development • Connections to key services (electricity, water, sewerage, drainage, communications); • Security fencing and entrance/exit gates; • Earthworks to support initial facilities and trackwork; • Road access from Bogans Lane; • Initially required internal roads; and • Security and safety facilities. Works • Construction of internal roads, footpaths, car parking and associated sealing; • Construction of new rail tracks and associated signalling systems; • Construction of fuelling facilities; • Reinstatement and landscaping; • Installation of utility infrastructure; • Bulk earthworks; and • Construction of ancillary buildings and services. Stage 2 Works • Construction of train maintenance building and internal fit out; • Construction of additional tracks and connections; • Modifications to the fuelling facility; • Automated train wash plant and bio-wash; • Extension of stabling sidings; • Expansion of staff amenities and training facilities; • Provision of train cleaners store and amenities building; • Expansion of staff car parking; • Provision of train crew administration facilities.

Being grazed farmland, the site is already substantially cleared of vegetation. The exception is two areas of linear shelterbelt vegetation. Vegetation removal will be minimised to the extent practical and occur progressively throughout all activities. This is discussed further in section 4.2. 3.1.2.2 Construction Operation The construction duration is expected to be approximately 12 to 18 months for each stage of the Project, and subject to the Project requirements at the time. During each phase, the construction operating hours will be undertaken in accordance with the relevant protocols. During the site preparation and construction phases, access to the site is anticipated to be provided via Bogans Lane for Stages 1 and 2. Alternative access may be possible from Pettavel Road for Stage 2. Vehicle movements would be coordinated as required and advised by standard traffic management measures. The preferred site access route during construction of the site is via Geelong Ring Road. Alternatively, access to the site can be provided via Princes Highway. 3.1.2.3 Staff Numbers During the construction phase it is expected that up to 100 personnel could be on-site at any one time.

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3.1.3 Operational Phase This section describes the expected operational activities. Operational activities are subject to completion of the detailed design phase for each stage of the Project and confirmation of the operator’s timetabling requirements. 3.1.3.1 Operation of Train Stabling and Maintenance Facilities The Facilities will operate 24 hours a day, seven days a week. It is expected that trains will enter and exit the facility from turnouts constructed off the mainline. The layout of the track work would enable flexibility for the train operator and maintainers to minimise any potential conflicting train movements, and reduce the overall amount of shunting time onsite for the trains. It is anticipated that trains will enter and exit the site throughout the day and night as required to serve the railway timetable. Trains may arrive/depart at 10 minute intervals during peak periods. The total number of train arrivals and departures per day is not yet known and will be subject to the operator’s timetabling requirements. It is assumed that up to 3 trains may be idling at any one point in time during Stage 1 operations. The total number of trains idling as part of Stage 2 is subject to future detailed design and operational requirements. These assumptions will be reviewed subject to the operator’s timetabling requirements. The overall operational concept for the Facility is to provide an efficient series progression for stabling, servicing and maintenance (if required) of trains from initial train arrival until its next scheduled departure into revenue service. Typical train movements would be entry through the northern most fuelling roads, continuing through to the western most shunting neck. From here the train would head east into the stabling roads where it would reside prior to departure. If maintenance was required, trains would leave the stabling siding and enter the maintenance facility. 3.1.3.2 Staff numbers It is anticipated that the Facility may accommodate up to 10 staff during Stage 1 of the Project and 40 staff during Stage 2, with the expectation that all staff will not be on site at any one time, and staff will work in shifts. An expected breakdown of shift allocation is as follows: Table 3 Staff Numbers Number of Staff for Number of Staff for Shift Time Staff Percentage Stage 1 Stage 2 Morning 40% 4 16 Afternoon 40% 4 16 Overnight 20% 2 8

3.1.3.3 Vehicle and Staff access The primary access point to the Facility is proposed to be located to the east from Bogans Lane. The preferred access route to the site from the Geelong Ring Road would be via Anglesea Road and Reservoir Road. Vehicles will be expected to exit the site the same way. The primary access gate is to be utilised by staff and delivery vehicles to both enter and exit the facility. Visitors and administration office personnel would be directed to the relevant area and dedicated to the car park after checking-in, identification and registration at the primary access gate. For Stage 2, emergency vehicle access could be provided at the western end of the site from Pettavel Road, where required. Appropriate internal access would also be provided for emergency vehicles to the maintenance workshop, stabling tracks and main parts of the Facility. The internal road layout would be designed to limit the need to cross tracks within the site. Adequate car parking spaces will be provided for both maintenance and operations staff and visitors. It is expected that car parking areas will be located to minimise walking distances to site facilities.

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Pedestrian movement networks would be designed to provide adequate access, minimise walking distances to site facilities and provide for personal safety. Pedestrian movement networks would be designed to provide adequate access, minimise walking distances to site facilities and provide for personal safety.

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4.0 Potential Impacts of the Project / Specialist Investigations Specialist investigations have been undertaken that have identified potential impacts of the Project and which outline mitigation measures and recommendations to manage those potential impacts. These studies include: • AECOM. (June, 2019). Waurn Ponds Train Maintenance and Stabling Facility Ecological Assessment; - Ecology and Heritage Partners. (2016). Biodiversity Assessment; 255 Reservoir Road, Waurn Ponds. Prepared for Opus Rail by Ecology and Heritage Partners, December 2016. and AECOM. (August 3, 2018). Waurn Ponds Stabling and Maintenance Facility Ecological Assessment; - AECOM. (December, 2017). Waurn Ponds Stabling Yard – Targeted Surveys Growling Grass Frog. Letter to the Public Transport Victoria 18 December 2017; • AECOM. (June, 2019). Waurn Ponds Train Maintenance and Stabling Facility Landscape and Visual Impact Assessment; • AECOM. (June, 2019). Waurn Ponds Train Maintenance and Stabling Facility Lighting Planning and Recommendations; • AECOM. (June, 2019). Waurn Ponds Train Maintenance and Stabling Facility Stormwater Management Plan; • Ag-Challenge Consulting Pty. Ltd (June, 2019). Agricultural Impact Assessment Waurn Ponds Train Maintenance and Stabling Facility; • Aurecon, Jacobs, Mott MacDonald Joint Venture (AJM). (June, 2019). Waurn Ponds Stabling Noise Assessment; • Ecology and Heritage Partners. (2016). Preliminary Cultural Heritage Study: Proposed Rail Track Civil Works of the Geelong-Warrnambool Railway, Waurn Ponds, Victoria. Prepared for Opus International Consultants (Australia), Final Report, 29 September 2016; • onemilegrid. (June, 2019). Waurn Ponds Train Maintenance and Stabling Facility Transport Impact Assessment; • Public Place. (June, 2019). Social Impact Assessment Waurn Ponds Train Maintenance and Stabling Facility; • Sahara Jay Enterprises Pty Ltd. (October, 2016). Geotechnical Investigation. Public Transport Victoria Proposed Rail Siding, Waurn Ponds Geotechnical Assessment; and • Terramatrix. (June, 2019). Bushfire Assessment and Development Report for the Waurn Ponds Train Maintenance and Stabling Facility at 255 Reservoir Road, Waurn Ponds. The following Sections summarise each of the specialist investigations that have been undertaken and make a preliminary assessment of how the Project responds to the findings and recommendations of the investigations. The complexity of the Project has required the project scope and extent of works to alter throughout the investigation process. The Project has sought to be as agile as possible, responding to new information and requirements throughout the initial phases of the investigations. As a result, some investigations may have been prepared on a basis of a varying land footprint.

4.1 Agricultural Impact Assessment 4.1.1 Summary of Agricultural Impact Assessment The Agricultural Impact Assessment has been provided by Ag-Challenge Consulting Pty. Ltd. to understand the impact of the proposed land acquisition for the Project on the farming property and farming business based at 255 Reservoir Road, Waurn Ponds. The assessment explains the farming business of the landowners, discusses the potential impact of the proposed acquisition and works for

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Stage 1 and Stage 2 and considers longer-term issues and potential mitigations for consideration. The report also responds to various agricultural issues raised in submissions as a part of the community and stakeholder engagement process. The farming business operates a self-replacing flock of approximately 8,000 fine wool Merino sheep. The farm shears sheep in November. Other major operations throughout the year include lambing, crutching and marking. The property’s farm infrastructure (refer Figure 4) includes (but is not limited to) a shearing shed, stockyards, fodder stores and shedding on the northern side of the existing railway corridor and approximately 20 large paddocks and 10 small paddocks on the southern side of the existing railway corridor. The paddocks are serviced by a central farm laneway which also connects the land south of the existing railway corridor to the land north. The farm also leases land from Boral on the eastern side of Bogans Lane.

Figure 4 Map of 255 Reservoir Road showing key farm infrastructure (Pitt, T. (May, 2019). Agricultural Impact Assessment. Ag-Challenge Consulting Pty. Ltd.) The assessment found that:

• The area proposed to be acquired: - Further separates the key farm infrastructure (shearing shed, stockyards, hayshed, machinery sheds and ancillary areas) from the balance of the property; - Contains the only farm crossing across the existing rail line, the loss of which would constitute a significant loss of security in being able to continue to operate the farming business; and

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- Would remove the ability to use the existing Bogans Lane Stock Crossing (to the Boral leased land) and a new crossing point is required. • It is both practical and feasible for this farming operation to continue with key farm infrastructure on one side of the Project, and the grazing activities of the farm on the other side. However a stock crossing is a fundamental requirement to this viability. Without the crossing, there would need to be a re-assessment as to whether this farming business could survive in its current form. • Stage 1: - Retains the existing central farm laneway for use by the farm business; and - Seeks to permanently acquire approximately 61 hectares of farming land but will only occupy 11 hectares of the farm’s total grazing area. If the remaining 50 hectares of land to be acquired is kept available for grazing, this will not have a major impact on farm productivity and only a minor (but measurable) impact on net farm income. If all 61 hectares become unavailable for grazing, there is a substantial impact on farm productivity and net farm income. • Stage 2: - Removes the existing central farm laneway from the use of the farm business; and - Will occupy the full 61 hectares of land. There is unlikely to be the opportunity to replace the grazing value associated with this land, which will have a potential impact on farm productivity and on net farm income. Stage 1 and Stage 2 have additional potential operational impacts to the farming operation that are discussed in the Assessment, including electricity connections, farm water supply, disturbance in regard to works undertaken in the road reserves surrounding the farm and loss in efficiency due to the changes to the central farm laneway as a result of Stage 2. The Assessment recommends the following mitigations in consultation with the landowner: • Design and operational changes to the existing central farm laneway during Stage 1 due to visibility changes as a result of the Project; • Relocation of the central farm laneway during Stage 2 to cross the existing rail corridor along the west side of the site (east of Pettavel Road), the new crossing should be suitable for use by light vehicles (farm utility, motorbike) as well as livestock; • The reconnection of mains water for the provision of stock water south of the Project; • The replacement of the function of the two dams with suitable infrastructure; • The provision of an electrical connection and fence energizer for the south side of the farm; and • The re-establishment of a road crossing on the east side of the property to facilitate stock movement to the leasehold land. 4.1.2 Project Response to Agricultural Impact Assessment The Amendment responds to the Assessment by requiring that the development of the land is undertaken in accordance with a Development Plan. The Development Plan must contain a report demonstrating that operational off-site amenity impacts will be acceptable. Specific to the agricultural impacts identified in the Assessment the report must: • Identify any traffic and site access impacts during operation of the facility; • Identify any design features or mitigation measures proposed to address the potential impacts; • Set out the outcome of impact assessments, taking into account the proposed design and mitigation measures; • Specify any management measures that are to be complied with during operations; and • Include a summary of performance monitoring and reporting processes.

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The Development Plan must also include details of any other works related to replacement or reinstatement of farming infrastructure or related to farming operations on adjoining land, including vehicle access and rail crossings as relevant. The RPV Project Description and Concept Plan provide for and expect that the existing level crossing that serves as the central farm laneway will remain in operation at its current location for Stage 1 of the Project, potentially with some modifications as required by V/Line and that for Stage 2 the farm laneway will be rerouted to cross the rail corridor in proximity to the Pettavel Road boundary of the Project Land and allow for livestock and light vehicles to cross the rail corridor.

4.2 Ecological Assessment 4.2.1 Summary of Biodiversity Assessment and Ecological Assessment The site has been subject to a number of biodiversity and ecological assessments to ensure a comprehensive appreciation of existing conditions on the site. Ecology and Heritage Partners (EHP) conducted an initial Biodiversity Assessment in December 2016 of part of the land at 255 Reservoir Road, approximately 200 metres south of the existing railway corridor. Although this assessment was undertaken against now superseded legislation, and the Project Land has since been expanded, this report provides valuable ecological context and the results of the EHP survey are incorporated into the Ecological Assessment where relevant. AECOM subsequently undertook an Ecological Assessment of the Wider Project Land, excluding the private land, access to the private property was prevented by lambing that was occurring within paddocks close to the rail line. The private land has, however, been the subject of a further desktop assessment and the vegetation quality and extent modelled. Figure 5 indicates the Project Land and Wider Project Land that has and has not been physically surveyed for ecological constraints.

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Figure 5 Ecologically Surveyed Areas

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The Ecological Assessment was completed to identify the key ecological constraints and inform planning and environmental approvals for the Project. The Ecological Assessment takes into consideration the EHP findings and provides the following key analysis and conclusions: • The site exhibits signs of a history of disturbance resulting from its long term use as a public transport corridor and for agricultural purposes and its proximity to other agricultural and extractive industries land uses; • Despite continuing land-use pressures, 37 remnant patches of vegetation persist in the Wider Project Land (with two patches located within the Project Land). The patches of vegetation represent three Ecological Vegetation Classes (EVCs) - EVC 132_62- Lighter Soils Plains Grassland, EVC 164- Plains Sedgy Wetland and EVC 175- Grassy Woodland and cover 0.968 hectares and 0.256 habitat hectares. These patches supported 21 large trees. 20 scattered trees were recorded, of which four are considered large trees (2 small scattered trees are located within the Project Land). Under Clause 52.17 of the Victorian Planning Provisions, an application to the relevant planning authority for a permit to remove native vegetation would be required should vegetation be proposed for clearance; • The vegetation lining Pettavel Road is affected by a VPO1 of the City of Greater Geelong planning scheme and permit requirements and decision guidelines of the VPO will need to be considered for works proposed in this area for the Project; • One Flora and Fauna Guarantee Act-listed threatened Community Western Basalt Plains Grassland is present within the Project Land. This vegetation covers an extent of 0.26 hectares and aligns with vegetation identified as EVC 132. A permit under the Act will be required for its destruction / removal; • No additional threatened flora and fauna species requiring targeted assessment have been identified by this or past reports prepared for the site; • A number of Catchment and Land Protection Act-listed weeds were recorded from the Project Land and will require appropriate management through the direction provided by an Environmental Management Strategy (EMS); and • All native Victorian fauna is protected under the Wildlife Act, and any salvage of such fauna during construction will require a management authorisation obtained from DELWP. The assessment makes the following recommendations: • Consideration should be given to the ‘avoid and minimise’ principles as detailed in the Guidelines for the removal, destruction or lopping of native vegetation; • A Native Vegetation Removal report should be prepared by DELWP following the finalisation of the extent of the necessary removals; • Preparation of the following documents and management plans to minimise impacts to the environment: - A Construction Environment Management Plan; - An Offset strategy; and - A Tree Management Plan (if required). Additionally, the assessment recommends that areas of private land not previously assessed by AECOM or EHP should be subject to a detailed vegetation assessment during the ideal Spring/Summer survey period to validate the modelled vegetation quality and extent. 4.2.2 Summary of Growling Grass Frog Study Targeted surveys for the Growing Grass Frog were undertaken by EHP whilst the initial Biodiversity Assessment was undertaken in December 2016. Further to this, AECOM undertook targeted surveys for Growling Grass Frogs in accordance with Commonwealth Survey Guidelines for Australia’s Threatened Frogs in 2017. Diurnal habitat assessments were completed in the afternoon on 14 November 2017 and nocturnal surveys were conducted after sunset on the 14th and 27th of November 2017.

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No Growling Grass Frogs were detected and the survey concludes that they are unlikely to exist on the site. The report does not recommend any further action in relation to this species be undertaken. 4.2.3 Project Response to Ecological Assessment The recommendations have been incorporated into the Amendment as appropriate, ensuring that all known biodiversity and ecological considerations have been addressed. Specifically, the proposed Incorporated Document requires the preparation of an Environmental Management Framework (EMF) that seeks to reduce and manage environmental effects during construction with measures related to the process and timing for the preparation of a Construction Environment Management Plan and minimising the impact to native fauna during removal of native vegetation. The proposed Incorporated Document also includes a condition to ensure that the biodiversity impacts from the removal of native vegetation must be offset in accordance with the relevant Guidelines and that prior to the removal of native vegetation, information about that native vegetation in accordance with Application Requirements 1, 5 and 9 of the Guidelines must be provided to the Secretary to the Department of Environment, Land, Water and Planning (DELWP) (other than for Preparatory Works which must be to the minimum extent necessary and the satisfaction of the Minister for Planning).

4.3 Cultural and Historic Heritage 4.3.1 Summary of Cultural and Historic Heritage Study A preliminary Cultural Heritage Study (the Study) was prepared by EHP in September 2016 to identify Aboriginal and historical cultural heritage values that may be present on the site. The study area assessed by EHP in 2016 is rectangular in shape and approximately 39.5 hectares in size, extending between the existing rail line, Bogans Lane to the east and Pettavel Road to the west, to approximately 250m south of the rail corridor. The current Project Land is in the same location, but is larger, extending approximately 100m further south. The Wider Project Land includes land at 255 Reservoir Road, Waurn Ponds 50m north of the existing railway corridor, and surrounding existing road reservations and railway corridor land. As indicated in the preliminary EHP Study and its associated mapping, there are some Aboriginal places located within 500m of the study area, however none of these were found to be within the Project Land or Wider Project Land. Additionally, the preliminary EHP Study found that there were no areas of Cultural heritage sensitivity within or near the Project Land for the purposes of the Aboriginal Heritage Act 2006. Further, the introduction of the Aboriginal Heritage Regulations 2018 and Heritage Act 2017 are not considered to affect these results. The preliminary EHP investigation concluded that: • There are no heritage places registered within the locality and no areas of historical likelihood were identified during the field inspection; and • For the most part there are no Aboriginal places registered within the locality and no areas of Aboriginal likelihood were identified during the field inspection. The Project Land does not contain any registered heritage places or Areas of Aboriginal Cultural Heritage Sensitivity, however the Wider Project Land crosses areas of Aboriginal Cultural Heritage Sensitivity along the existing railway corridor west of Pettavel Road and surrounding Ghazeepore Road. 4.3.2 Project Response to Cultural and Historic Heritage A voluntary Cultural Heritage Management Plan (CHMP) is currently being prepared for the Project. The Amendment responds to the Study with requirements to undertake the salvage and relocation of any Aboriginal Cultural Heritage material found and other management actions required to be undertaken in compliance with the CHMP.

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4.4 Geotechnical Investigation 4.4.1 Summary of Geotechnical Investigation Sahara Jay Enterprises Pty Ltd undertook Geotechnical investigations for PTV in October 2016. The purpose of the investigations was to identify the site geology, undertake investigations and identify the subsurface profile. The site that was investigated is approximately half of the Project Land, being the area of land between Bogans Lane and Pettavel Road, south of the existing railway corridor and 200 metres in depth. The site is located in open farmland and is relatively flat, with a slight fall to the south. The high point of the area lies approximately midway along the northern fence line, with a fall to the south east of up to 10m over a distance of 1000m, and a fall to the south west of 9.0m over a distance of 700m. The Geological Survey of Victoria, 1:250,000 Series, Queenscliff Sheet No. SJ55-9 indicates that the underlying basement rock is expected to comprise Cretaceous age deposits consisting of siltstone, sandstone and mudstone of the Eumeralla Formation. Overlying this material is Tertiary Age deposits of the Jan Juc Formation (Torquay Group) consisting of limestone, marl, Waurn Ponds Limestone, clay and silt, and deposits of gravel. The presence of Newer Volcanics is indicated as extending over the entire area of the site, this material consists of extrusive alkaline basalt, minor scoria and ash. During the site investigation, materials encountered consisted of silty clay and clayey silt, and basalt. There were a large number of vesicular basalt boulders, partially buried, essentially over the entire site. At some locations large basalt boulders had been removed from the ground and stacked on the site. Material exposed in the nearby rail cutting consisted of basalt. These materials are consistent with Newer Volcanics. Immediately adjacent, and to the east of the site, is the quarry and cement works operated by Boral. The report expected that the quarry would be for extracting the limestone from the Jan Juc Formation for use in the production of cement. The report found that: • There is a layer of weak material overlying Basalt across the entire site. This material is of varying in thickness from 300mm-1600mm; • It would appear likely that there is a perched water table at the site, with the natural infiltration of water from the ground surface being trapped by the basalt. The water level would be within the soft to firm clayey silt layer; • It will be necessary to remove the weak material to enable construction traffic to access the site; and • A limited drilling program to determine the rock strength properties would be required once the design levels for the Project are known. The rock strength may be important for excavation planning. Project Response to Geotechnical Investigation Additional geotechnical investigations are currently being completed to inform detailed design for Stage 1 of the Project. The proposed Incorporated Document contains conditions related to the preparation of a Development Plan that contains site layout plans, site levels, architectural plans including elevations and a schedule of materials. The plans and levels are expected to consider the conclusions and recommendations of the Geotechnical Investigation.

4.5 Stormwater Management Plan 4.5.1 Summary of Stormwater Management Plan The Stormwater Management Plan (the SMP) has been prepared by AECOM in accordance with the City of Greater Geelong’s Stormwater Management Guidelines (2016). The SMP includes a Flood Impact Assessment, Drainage Feasibility Report and Stormwater Quality Impact assessment.

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4.5.1.1 Flood Impact Assessment Flows on the downstream side of the rail corridor require management to prevent the rail line from being flooded, therefore the following works are proposed to enable to existing flow paths to be maintained: • Extension of the existing 600mm diameter pipe at the western watercourse; and Provision of a 1500mm diameter pipe under the proposed Facility at the eastern watercourse. The pipes are proposed to be connected to the invert of the existing watercourses on the downstream side of the Project Land. 4.5.1.2 Drainage Feasibility The City of Greater Geelong’s Stormwater Management Guidelines indicate that there are to be no adverse impacts from development. To ensure that track runoff is kept separate from runoff from the external catchment the following measures are recommended: • For Stage 2 of the Project, approximately 6,000m3 of on-site detention (retarding basins) downstream of the rail prior to discharging to the water courses, including: - 2,000m3 in the western catchment; and - 4,000m3 in the eastern catchment. • For Stage 1 of the Project, the required retarding basins to attenuate flows will be significantly smaller and that there is sufficient land to locate these within the Project Land. In addition, there are several existing farm dams to the south of the Project Land which rely on the runoff from upstream catchments. It is expected that the proposed pipes will ensure flows to the farm dams are maintained. 4.5.1.3 Water Quality Water sensitive urban design elements will need to be incorporated on site to achieve the necessary pollutant reduction levels and comply with the Best Practice Engineering Management Guidelines (CSIRO, 1999). As a result, it is recommended that in Stage 2 approximately 5,000m2 of ephemeral wetlands be incorporated into the base of the proposed retarding basins to treat stormwater runoff prior to discharging to the downstream watercourses. It is expected that the wetland area required to meet water quality objectives for Stage 1 will be significantly smaller and that there is sufficient land to locate these within the Project Land. In addition, it is noted that operational activities, including maintenance and washing of trains, has the potential to impact downstream water quality. It is therefore recommended that maintenance facilities are designed so that polluted water is not discharged from the Project Land. 4.5.1.4 Recommendations for Future Work The SMP also recommends matters that should be considered in future stages of design development, including: • The effectiveness of retarding basins should be tested for all Average Recurrence Interval’s (ARI’s) once the configuration of the site and basins are designed; • The functional design should consider the location and configuration of the retarding basins and wetlands and develop an integrated solution that considers access, maintenance, services and potential contaminated material as well as climate change; • Consultation should occur with the relevant approval authorities including the Corangamite Catchment Management Authority in the development of the design stage of the Project; • Legal points of discharge will need to be agreed; • An assessment of the need for scour or erosion protection within swales or at pipe outlets should be undertaken once the internal stormwater network has been defined;

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• Compliance with future Project Scope and Technical Requirements; • Management of hydrocarbons and other chemicals including operational procedures; • Opportunities to achieve credits under the Infrastructure Sustainability Council of Australia; • No works are likely to be required within the Surf Coast Shire Council area along Pettavel Road; • Works external to the site such as regrading of local roads may alter flood behaviour and should be considered; The works should not alter flows currently supplying existing farm dams to the south of the site; • The works should not result in a reduction in annual dam yield or water quality; and • Runoff from the site should not adversely impact beneficial uses. 4.5.2 Project Response to Stormwater Management Plan The RPV Project Description and Concept Design respond to the recommendation of the SMP by considering the provision of connections to key services, dam infrastructure works and drainage systems, including water sensitive urban design (WSUD) and the modification or relocation of farm dams in Stage 1 and drainage systems, including WSUD and the modification or relocation of farm dams in Stage 2. The proposed Incorporated Document also responds to the recommendations of the SMP by containing conditions related to the preparation of a Development Plan that contains site layout plans, site levels, architectural plans including elevations and a schedule of materials, on-site landscaping details and details of any other works to be offered related to replacement or reinstatement of farming infrastructure or related to farming operations on adjoining land. The proposed Incorporated Document also contains a condition where buildings and works for the Project must be undertaken to the satisfaction of the relevant floodplain management authority where, but for the Incorporated Document, the relevant floodplain management authority would be a referral authority to the proposed buildings and works.

4.6 Lighting Planning and Recommendations 4.6.1 Summary of Lighting Planning and Recommendations A Lighting Planning and Recommendations Report has been prepared by AECOM to outline the steps that should be undertaken by the lighting designer and project team to ensure the lighting installation of the Project is both functional and has minimal impact on any surrounding sensitive receptors. The Report suggests a number of strategies which should be considered to reduce obtrusive light including: • Selection of appropriate light fittings; • Alteration of the mounting height of light fittings; • Increasing the setback of lighting from the boundary; • Providing shields to the luminaries; • Introduction of trees or other objects on the boundary; and • Design of the Project to setback any highly illuminated areas from the boundary (car parks). In addition to the relevant standards and guidelines, the Report suggests that consideration should be given to the transition in lighting levels from the site to the dark roads surrounding the Project given that the Project will be fully illuminated and the surrounding roads are currently unlit. It is suggested lighting calculations should be completed throughout the design process, and measurements taken on site after installation to ensure that the requirements have been met and the obtrusive light mitigation strategies have been successful. During the design for the Project, the lighting designer/engineer should consider undertaking the following:

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• Assess the design based on 24 hours, 7 days a week operation with consideration to the parameters listed in AS 4282 (Control of the obtrusive effects of outdoor lighting) for the final site layout; • Liaise with the Responsible Authority to discuss lighting near site entry roads and confirm if public road lighting will require an upgrade to ensure a smooth transition from the artificially lit site to the lower lit roads; and • Apply for exemptions to provide a lower level of lighting than current Victorian Rail Industry Operators Group Standards to carparks and/or relocate carparks away from the property boundary subsequently reducing the potential impact of light spill to surrounding sensitive receptors. 4.6.2 Project Response to Lighting Planning and Recommendations The Amendment responds to the recommendations of the assessment with conditions related to the preparation of a Development Plan that requires a report to be prepared demonstrating that operational off-site amenity impacts will be acceptable. The report prepared as part of the Development Plan is required to identify potential off-site light spill and visual amenity impacts, identify design features or mitigation measures proposed to address the potential impacts and set out the outcome of the impact assessment, taking into account the proposed design and mitigation measures. The proposed Incorporated Document also requires the creation of an EMF to reduce and manage environmental and amenity effects, including light spill, during construction.

4.7 Bushfire Assessment and Development Report 4.7.1 Summary of Bushfire Assessment and Development Report A Bushfire Assessment and Development Report (the Report) has been prepared by Terramatrix to demonstrate how the development of land for the Project and Stage 1 and Stage 2 respond to the Victorian planning and building controls relating to bushfire, and specifically the requirements of the Bushfire Prone Area (BPA) and Clause 13.02 Bushfire of the Victorian Planning Provisions. The Report identifies bushfire hazards and provides recommendations to mitigate the bushfire risk as appropriate. The Report identifies that the site is exposed to Grassland vegetation extending from the site in all directions, except towards the northeast, this topography is relatively benign from a bushfire perspective and will not significantly influence the level of bushfire attack, and while the site is located within a Bushfire Prone Area (BPA), the landscape risk is relatively low. Further, under certain conditions the site is credible for a large grassfire to develop in the surrounding landscape. Additionally, there is also some potential for a fire to be ignited on site which could spread to the wider landscape. Measures such as vegetation management of the site and the position of potential fire breaks (such as roads and tracks) would reduce these risks by significantly increasing the ability of fire crews to suppress a fire and prevent fire escape. The Report considered feedback provided by the Country Fire Authority (CFA), which recommended that: • A ring road be constructed on the inside perimeter of the fencing; • The CFA State Infrastructure and Dangerous Goods Team be consulted during the design phase; and • RPV provide the responding brigades with a site tour and induction once development is complete. An internal road has been provided on the RPV Concept Design which meets the intent of the CFA advice. The Report recommends that the CFA State Infrastructure and Dangerous Goods Team be consulted during the design phase and RPV provide the responding brigades with a site tour and induction once development is complete in accordance with the recommendations from the CFA. In addition, the Report recommends the following:

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• Protection of the site overall, by managing vegetation within the property boundaries in a low threat state (all grass to be maintained in a low threat state, nominally at a height of less than 100mm); providing a water supply and access in accordance with CFA requirements; • All key buildings (such as offices) should be built to a minimum BAL-12.5 and provided with a minimum 22m of defendable space in all directions (it is recommended that the whole site is managed in a low threat state - all grass to be maintained in a low threat state, nominally at a height of less than 100mm); • The vulnerability to bushfire attack and criticality of all other built assets should be assessed, and appropriately addressed through treatments such as shielding, non-combustible construction materials and vegetation management; • The development of a Site Management Plan, that addresses how bushfire risk will be mitigated during the construction phase of the development; • That the CFA State Infrastructure and Dangerous Goods Team be consulted during the design phase and RPV provide the responding brigades with a site tour and induction once development is complete in accordance with the recommendations from the CFA; • The development of policies and procedures to minimise the likelihood of an ignition and subsequent spread off-site, of a bushfire from site activities; and • The development of a Bushfire Emergency Management Plan (BEMP) to manage the risk of ignitions and potential impact of a bushfire to people onsite. The Report concludes that any identified bushfire risk can be acceptably mitigated if adequate bushfire protection measures are incorporated into the development of the Project. The Report was prepared having regard to the Landscape and Visual Impact Assessment undertaken for the Project, and indicates that the site is able to be managed in a low threat state with defendable space around each building and proposed plantings being considered ‘low threat’. 4.7.2 Project Response to Bushfire Assessment and Development Report The proposed Incorporated Document contains conditions that respond to the recommendations of the Report in relation to the requirement for the preparation of a Development Plan that contains site layout plans, on-site landscaping details including a planting schedule, having regard to the management of bushfire risk. The proposed Incorporated Document also requires the preparation of an EMF that will summarise key construction methodologies and provide an overarching framework for site or works specific measures to reduce and manage environmental and amenity effects during construction with measures related to the process and timing for the preparation of a Construction Environment Management Plan and any sub-plan that is required. The RPV Project Description and Concept Design includes road access from Bogans Lane and formed and sealed access roadways, with capacity to allow for B-double truck access and turnaround in Stage 1 and internal/external access arrangements as well as emergency access via Pettavel Road in Stage 2.

4.8 Transport Impact Assessment 4.8.1 Summary of Transport Impact Assessment A Transport Impact Assessment (the Assessment) has been prepared by onemilegrid for the Project. The purpose of the Assessment is to assess the implications of the construction and operation of the Project on the existing road network with regard to vehicular and rail traffic and provide recommendations with regard to the level of activity that could be supported across the Project over time. The Assessment concluded the following: • The site layout, car parking and access design should be in accordance with relevant standards;

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• The Project currently proposes 24 car parking spaces in Stage 1 and an additional 50 car parking spaces in Stage 2, thus is expected to accommodate the future demands of the Project for both Stage 1 and Stage 2; • During construction, the preferred major access route to the site is via the Geelong Ring Road, the Princes Highway is detailed as an alternative route. It is further recommended that traffic management plans be prepared and approved at the construction stage to confirm site access requirements; • During operation, primary access to the site should be provided from Bogans Lane no less than 50 metres from the railway crossing; • Based on the anticipated traffic generation, it is recommended that Bogans Lane is upgraded (sealed) from Reservoir Road to 50 metres south of the site access points, it is not recommended to upgrade Pettavel Road as it will only be utilised during Stage 2 construction and as an emergency access point post construction; • The anticipated traffic volumes generated by staff of the Project is not expected to have an impact on the operation of the Bogans Lane, Pettavel Road or the surrounding road network; • It is anticipated, based on a sensitivity analysis, that traffic on Bogans Lane/Reservoir Road associated with Stage 1 can be accommodated by the existing railway crossing and that traffic associated with Stage 2 can be accommodated unless more than one train every six minutes is generated to or from the Project, in which case further analysis should be undertaken at that time to identify and manage traffic impacts; and • The overall traffic impact of the Project is expected to be minimal. 4.8.2 Project Response to Transport Impact Assessment The proposed Incorporated Document responds to the Transport Impact Assessment by containing conditions related to the preparation of a Development Plan that contains site layout plans. The proposed Incorporated Document also requires the development of an EMF that contains an overarching framework for site or works specific measures to reduce and manage environmental and amenity effects during construction with measures related to the process and timing for the preparation of a Construction Environment Management Plan and any sub-plan that is required. The RPV Project Description and Concept Design includes road access from Bogans Lane and formed and sealed access roadways, with capacity to allow for B-double truck access and turnaround in Stage 1 and internal/external access arrangements as well as emergency access via Pettavel Road in Stage 2.

4.9 Noise Assessment 4.9.1 Summary of Noise Assessment A Noise Assessment was undertaken by Aurecon Jacobs Mott MacDonald Joint Venture (AJM) to assess the potential noise impacts related to the Project. The assessment was undertaken in accordance with the Victorian Environmental Protection Authority (EPA) Guidelines, Noise from Industry in Regional Victoria (‘NIRV’:EPA publication 1411, dated October 2011) (NIRV). In rural Victoria, NIRV is applied to industrial premises, such as stabling yards, and therefore is applicable to the Project. NIRV however, does not have mandatory status in regional Victoria but is a guidance document. The assessment considered the NIRV recommended maximum noise limits from seven identified sensitive areas within 1.6 kilometres of the Project, including the dwelling at 255 Reservoir Road, Waurn Ponds. The Noise Assessment considers noise impacts for four operational scenarios. These scenarios are: • Scenario 1: Three VLocity trains idling on stabling roads 4 to 6 during refuelling operations; • Scenario 2: Three VLocity trains starting-up on stabling roads 4 to 6 and leaving the site at 10- minute intervals;

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• Scenario 3: Three locomotive trains starting-up on stabling roads 4 to 6 and leaving the site in 10- minute intervals, and three non-operating/non-idling VLocity trains parked on stabling roads 1 to 3; and • Scenario 4: Three VLocity trains operating/idling on stabling roads 1 to 3 and three locomotive trains operating/idling on stabling roads 4 to 6, with trains leaving the site at 10-minute intervals. The Noise Assessment predicts exceedances to the Recommended Maximum Noise Levels for Scenarios 2, 3 and 4 due to start-up operations during the early hours of the morning when it is expected that nearby residents would be inside their dwellings. Consequently, a range of mitigation options have been considered. The mitigation measure considered most appropriate for the site is off-reservation treatment consisting of architectural treatment to residences. An inspection of each property would be required to refine the acoustic model and to determine specific acoustic treatments. These would typically consist of: • Upgraded sealed glazing; • Door seals; • Sound insultation in the roof cavity; • Treatment to air-vents; • Provision of ventilation fans; and • Increase mass density of the facade / ceiling A long-term plan for noise reduction involves phasing out the older N-class locomotives and replacing with newer rolling stock such as VLocity. 4.9.2 Project Response to Noise Assessment The Amendment responds to the assessment with conditions related to the preparation of a Development Plan that requires a report to be prepared demonstrating that operational off-site amenity impacts will be acceptable. The report prepared as part of the Development Plan is required to identify potential off-site acoustic impacts, identify design features or mitigation measures proposed to address the potential impacts, including any offers of off-site works or off-site landscaping to be made to the owner of any such dwelling and set out the outcome of the impact assessment, taking into account the proposed design and mitigation measures. The proposed Incorporated Document also requires the creation of an EMF to reduce and manage environmental and amenity effects, including noise, during construction.

4.10 Landscape and Visual Impact Assessment 4.10.1 Summary of Landscape and Visual Impact Assessment A Landscape and Visual Impact Assessment (the Assessment) has been prepared by AECOM to undertake a landscape analysis, understand the landscape and visual impacts of the project and make recommendations for managing identified landscape issues that may be affected by the Project. The Assessment comprises: • An understanding of the landscape and visual attributes of the Project Land and its surrounds; • Identification of sensitivities in relation to landscape and visual change associated with the Project; • Assessment of potential landscape and visual impacts associated with the Project; and • Provision of recommendations for managing any identified landscape and visual impacts arising from the Project. The Assessment uses the RPV Project Description and Concept Design to identify all major elements of the Project and assess their impact on the landscape. The report also notes that the Facility is

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envisaged to cut into the site by approximately 3m at the central north south ridge on the site, returning to grade at the eastern and western ends of the Project Land. Four landscape character types were identified within three kilometres of the site comprising ‘flat rural’, ‘undulating rural’, ‘quarry’ and ‘rural residential’. The Assessment identified the impacts to the ‘flat rural’, ‘undulating rural’, ‘quarry’ and, ‘rural residential’ landscape character types in either Stage based on the sensitivity to change, anticipated change and the magnitude of change arising from the Project. Table 4, below, provides a summary of the landscape impacts. Table 4 Summary of Landscape Impacts

Landscape Character Types Expected Impact to Landscape Character Type Stage 1 Flat Rural Minor Undulating Rural Minor to Negligible Quarry Minor to Negligible Rural Residential No Impact Stage 2 Flat Rural Moderate Undulating Rural Minor Quarry Minor Rural Residential No Impact

A total of six representative viewpoint locations from five key sensitive receptors (nearby residential dwellings) within one kilometre from the site were also chosen to assess the visual impact of the Project. The Assessment identified the impacts to each sensitive receptor in either Stage, Table 5, below, provides a summary of the visual impacts. The most significant impact was found to be from the two viewpoints at 255 Reservoir Road, Waurn Ponds (Viewpoint 5 and Viewpoint 6), where there were moderate to major and major impacts for either Stage. Table 5 Summary of Visual Impacts

Viewpoint Expected Impact to Viewpoint Stage 1 Viewpoint 1 Minor to Moderate Viewpoint 2 Minor to Negligible Viewpoint 3 No Impact Viewpoint 4 Minor to Negligible Viewpoint 5 Moderate to Major Viewpoint 6 No Impact Stage 2 Viewpoint 1 Moderate to Major Viewpoint 2 Minor Viewpoint 3 Minor to Moderate Viewpoint 4 Minor to Moderate Viewpoint 5 Major Viewpoint 6 Moderate to Major

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The Project is also expected to have impacts at night from 24-hour lighting in key areas. The sensitive receptors would experience pronounced impact if lighting emphasises built structures, but otherwise the impact would be more pervasive due to the provision of general lighting sufficient to meet safety and security requirements across the Project Land. The assessment reiterates control strategies and mitigation measures from the Lighting Design Requirements and Recommendations Report (refer Section 4.6) and suggests landscape mitigation measures with emphasis on careful landscape consideration as a part of the on-going design. The Assessment suggests potential built form and landscape mitigation measures that can be incorporated into the design and co-ordinated with the affected property owner. The mitigation measures recommended are proposed to address the most visually intrusive elements of the Project, while meeting bushfire objectives and key planning policy and include: • The use of appropriate materials and finishes to complement the existing rural context; • Consider measures to reduce the visual prominence of the proposed perimeter security fencing; • Incorporate coniferous shelterbelt plantings to the design of the Project; • Maximise the retention of existing mature tree stands within the Project Land; • Reinstate vegetation to batters and disturbed areas that is consistent with the existing landscape; • Consideration of engaging a specialist team including a landscape architect, lighting consultant, bushfire consultant and noise consultant along with a rail design specialist to explore master planning options for minimising visual impacts; and • The incorporation and/or reinstating of continuous visually impenetrable roadside vegetation and consideration of engaging an ecologist to inform landscape integration design for the Project. The assessment also includes indicative sections showing the approximate heights of shelterbelt planting that would be required to fully screen the Project from the identified sensitive receptors. To complement the sections a plan is included in the assessment that illustrates high level principles that could be used to conserve existing views from sensitive receptors. As outlined in Section 4.7, the planting proposed by the Assessment has been proposed acknowledging the principles of vegetation management outlined within the Bushfire Assessment and Development Report. 4.10.2 Project Response to Landscape and Visual Impact Assessment The Landscape and Visual Impact Assessment has influenced the proposed Incorporated Document in that it contains conditions related to the preparation of a Development Plan that contains: • Site layout plan/s; • Site levels; • Architectural plans including elevations, and a schedule of materials; • On-site landscaping details including a planting schedule, having regard to management of bushfire risk; • A report demonstrating the operational off-site amenity impacts will be acceptable including the identification of potential off-site visual amenity impacts, design features or mitigation measures proposed and the outcome of the impact assessment taking into account the proposed design and mitigation measures. The RPV Project Description and Concept Design include landscaping which are both measures that may work to mitigate the visual impacts of the Project.

4.11 Social Impact Assessment 4.11.1 Summary of Social Impact Assessment A Social Impact Assessment of the Project was undertaken by Public Place to assess the likely social changes or effects associated with the Project and evaluate the impact of the predicted changes on

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key social receptors based on the functioning of the transport network, the residential accommodation and amenity, the extent and viability of farming and community facilities. In terms of the functioning of the transport network, the Project is found to have an extremely positive effect. This is because: • The Project will respond to the need identified in various planning and infrastructure policies and strategies and assist in resolving existing capacity constraints on the Melbourne - Geelong corridor; • The Project will support the Geelong urban area to continue to grow and develop as envisaged in Plan Melbourne 2017-2050 (March 2017) and other significant strategic plans; and • The Project will contribute in ensuring an efficient and reliable rail network and service for the Geelong and surrounding communities. Without an additional train maintenance and stabling facility, the rail network would be less able to meet the growing needs of the Geelong and surrounding communities. In relation to the residential accommodation and amenity, the Project is found to have moderate negative effects given that: • The Project will not result in the displacement of any residents; • Stage 2 of the Project may result in reduced utilisation of the farmland to the south of the existing railway corridor by the occupants as the proposed alternative access to replace the existing farm laneway crossing will be notably less convenient; and • Changes to acoustic and visual amenity are likely to occur and may cause impacts for a small number of households, most notably the residents of 255 Reservoir Road. The report noted the various mitigations proposed by other specialists, and that noise generating land uses and large structures, such as machinery, sheds, silos, sales yards, etc. are not uncommon in the locality (Boral), the Farming Zone, nor discouraged by planning policy. In terms of the viability of farming, the Project is found to have minor negative and moderate negative impacts on the overall farming activity in the locality as: • Changes to the pattern of agricultural production which would arise as a result of the Project would have implications primarily for 255 Reservoir Road, who would be required to adapt to significant physical changes to their farm. In relation to impacts on community facilities, the report found there were negligible impacts as the Project will not affect the use and enjoyment of community facilities or open spaces and there are no community facilities in close proximity to the Project. Mitigating actions in relation to the residential accommodation and amenity and the viability of the farming include: • Minimise changes to residential rural amenity using the technical recommendations of the Landscape and Visual Impact Assessment, the Lighting Planning Recommendations and the Noise Assessment; • Engage with local landowners and occupiers during the detailed design process; • Minimise the extent of land to be acquired; • Consult with the landholder regarding the design and the final location of the stock crossing and to minimise other potential disruptions to farming operations. 4.11.2 Project Response to Social Impact Assessment The proposed Incorporated Document responds to the Social Impact Assessment specifying that a Development Plan must be prepared that requires a report that demonstrating that the operational off- site amenity impacts will be acceptable through the identification of potential off-site acoustic, light spill and visual amenity impacts of the proposed design, the identification of design features or mitigation measures proposed to address the impacts, including any offers of off-site works or off-site landscaping to be made to the owner of any such dwelling and setting out the outcome of impact

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assessment taking into account the proposed design and mitigation measures. The proposed Incorporated Document also requires the Development Plan to provide details of any other works related to replacement or reinstatement of farming infrastructure or related to farming operations on adjoining land, including vehicle access and rail crossings as relevant. The proposed Incorporated Document also requires the development of an EMF that contains an overarching framework for site works specific measures to reduce and manage environmental and amenity affects during construction, with a focus on noise, light spill and site access. The RPV Project Description and Concept Design provide for and expects that the existing level crossing that serves as the central farm laneway will remain in operation at its current location for Stage 1 of the Project, potentially with some modifications as required by V/Line, and that the farm laneway will be rerouted to cross the rail corridor in proximity to the Pettavel Road boundary of the Project Land and allow for livestock and light vehicles to cross the rail corridor for Stage 2. In addition, the RPV Project Description and Concept Design include security fencing and landscaping which are both measures that may work to mitigate amenity impacts of the Project.

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5.0 Community and Stakeholder Engagement

5.1 Summary of Community and Stakeholder Engagement This section summarises consultation activities undertaken by PTV and RPV for this Project and proposed Amendment. Early landowner and stakeholder engagement in relation to the Project commenced over 10 years ago as part of the initial stages of the site selection process. More formal consultation for the Project commenced in 2015 with a public announcement from the State Government and has occurred in phases since. Since the project was transferred from PTV to RPV, RPV have met and continue to engage with the directly affected landowner, and have undertaken additional engagement with relevant Council's, Government agencies and other key stakeholders. The outcomes of this engagement have assisted in progressing the project design, responding to key issues, and finalising the proposed Planning Scheme Amendment. Key activities have included: • Letters informing landowners and tenants about the Project and the preferred site for the Facility, as well as providing them with an opportunity to provide feedback by submitting a submission to PTV. • Phone calls with directly affected landowners. • Face-to-face meetings with directly affected landowners. • Letters post-feedback period, including further Project information produced to address common themes raised in the feedback received. Key government stakeholders including the City of Greater Geelong and Surf Coast Shire Council along with Barwon Water, VicRoads and the Environmental Protection Authority (among others) were also engaged. The affected landowners and nearby landowners and residents gave feedback on the consultation. Key feedback and questions related to: • Impact and disruptions to farmers, livestock and farming operations and the rural way of life. • Environmental impacts, including on air quality, bird species and native flora and fauna. • The site selection process – including requests that alternative sites such as the Boral landholdings are considered. • Project timing. • Noise and lighting impacts. • Traffic impacts and other road matters. • The development and rezoning of the land and planning permits required. • Specifications of the proposed Facility. • Impacts of the stabling facility on surrounding properties during operation. • Environment Protection Authority compliance.

5.2 Project Response to Community and Stakeholder Engagement The design and development of the Project responds to concerns and comments expressed by the directly affected landowner, the local community and government agencies. Concerns have been responded to through the assessments that have been conducted thus far and the conditions in the proposed Incorporated Document that seek to ensure that off-site amenity impacts will be acceptable.

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6.0 Planning Considerations

6.1 Strategic Context 6.1.1 Summary There are a number of strategic land use planning considerations that are relevant to the Project. These are discussed below. This Project Land is located within the Farming Zone of the Greater Geelong Planning Scheme, west of Waurn Ponds. It also sits within the Geelong G21 Region. The Geelong 21 Region is growing, with urban areas currently spanning from Geelong as far west as the Geelong Ring Road and Airport Road in Armstrong Creek, and as far south as Waurn Ponds Railway Station and Feehans Road in Armstrong Creek. Armstrong Creek is an identified Urban Growth Area in the Geelong G21 Regional Growth Plan located on the Torquay Road between Geelong and Torquay. Future growth is anticipated by the Urban Growth Zone which extends further south along the eastern side of Ghazeepore Road as far as Whites Road, and also including areas of Armstrong Creek either side of the Torquay Road. Areas to the north, west and south of the Project Land are also predominantly located within the Farming Zone. Areas east of the Project Land are located within the Special Use Schedule 7 Zone of the Greater Geelong Planning Scheme and are identified for the use Earth Resources in the Geelong G21 Regional Growth Plan. This land is currently occupied by the Boral Quarry and Cement Works. The Project Land is adjacent to but located south-west of the land that is identified by the Earth Resources Regulation as areas of strategic interest for quarrying. That land is currently owned or occupied by the Boral Quarry and Cement Works. The Greater Geelong City Council Settlement Strategy was adopted by Council in October 2018. The Strategy provides an overview of the extent of desired growth within this locality, aligning with the western extremities of the existing UGZ. The Strategy provides a number of key directions in relation to housing development in the Waurn Ponds area, none of which directly affect the location of proposed Project. Approximately 5.5 and 9 kilometres west of the Project Land are the rural towns of Moriac, Modewarre. While these towns have the potential for future growth, the Surf Coast Shire Municipal Land Use Framework Plan indicates that they are not currently planned for growth. The Victorian Government is currently undertaking a review of strategic agricultural land to ensure that it is recognised and protected in the planning system and ensuring greater certainty for agricultural businesses in key precincts to support long term investment. The land affected by this Amendment has not been identified as strategically significant agricultural land throughout the review process to date. Based on the above, it is not expected that there will be significant change in the nature of land uses in the vicinity of the Project in the foreseeable future. 6.1.2 Consistency with Objectives of Planning in Victoria The consistency of the Project with the objectives of planning in Victoria, as outlined in the Planning and Environment Act (1987) are discussed in Table 6 below. Table 6 Assessment against Objectives of Planning in Victoria

Objective Assessment To provide for the fair, Direction 7.2 of Plan Melbourne recognises the RNDP as orderly, economic and Victoria’s long term plan for transport investment in regional sustainable use, and Victoria. In accordance with the requirements of the RNDP, the development of land Project will facilitate the short, medium and long term stabling and maintenance requirements of Victoria’s regional railway network.

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Objective Assessment In doing so, it will also support the economy of the region and the State by enabling the better connection of people to places of employment, recreation, commerce, services and social networks. The Amendment ensures that land designated for residential purposes is not required for this facility, and ensures that potential impacts to nearby residents are appropriately mitigated.

To provide for the protection A series of environmental investigations have been undertaken to of natural and man-made determine the suitability of the land for the use and development resources and the of the Project. These investigations have identified limited maintenance of ecological potential impacts and mitigation measures. processes and genetic A Targeted Growling Grass Frog Survey prepared by AECOM, diversity concluded that the Growling Grass Frog is not present at the site

and no further action in relation to this species was recommended. Three Ecological Vegetation Classes were found within the Project Land and 20 scattered trees were found within the Wider Project Land. Seventy five flora species were recorded within the Wider Project Land and only one fauna species (the Western Burrowing Crayfish) was considered to have a moderate or above likelihood within the Project Land. The Amendment ensures that the biodiversity impacts from the removal of native vegetation will be offset in accordance with the relevant Guidelines.

To secure a pleasant, The Project will provide critical infrastructure that directly supports efficient and safe working, improvements to service capacity along the Melbourne - Geelong living and recreational corridor and contribute to the State’s stabling and maintenance environment for all infrastructure. Victorians and visitors to These improvements provide a number of significant benefits to Victoria communities west of Melbourne, and particularly the broader

Geelong and Werribee communities by way of… The Project can also be developed with limited impacts on existing land uses and the surrounding community. More broadly, the Project supports the vision set out in Plan Melbourne 2017-2050, including jobs, investment and an efficient, effective and resilient railway network. The Project will service a critical piece of Victoria’s rail infrastructure, thus improving regional passenger services and enhancing the accessibility and reliability of the passenger rail network along the Melbourne - Geelong corridor.

To conserve and enhance The Project Land is not within an area of Aboriginal Cultural those buildings, areas or Heritage Sensitivity or affected by any historic heritage matters. other places which are of scientific, aesthetic, Potential extensive or major effects on Aboriginal cultural heritage architectural or historical are considered unlikely. interest, or otherwise of The Wider Project Land will cross areas of Aboriginal Cultural special cultural value Heritage Sensitivity west or Pettavel Road and a CHMP is currently being prepared for the Project to ensure that any impacts are appropriately managed.

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Objective Assessment To protect public utilities The Project is a major initiative which will enable the delivery of and other assets and key infrastructure that will benefit regional Victoria, as envisaged enable the orderly provision within the metropolitan planning strategy Plan Melbourne 2017- and coordination of public 2050, Victoria’s 30-year Strategy, 2016 and Victoria’s Regional utilities and other facilities Statement 2015. Additionally, the Project is consistent with the for the benefit of the Regional Network Development Plan (May 2016) which identifies community regional public transport priorities for Victoria.

The timely establishment of the Project is critical to Victoria’s train stabling and maintenance facilities network and is a key component to future improvements along the Melbourne - Geelong corridor.

To balance the present and The Project will contribute significantly to the efficient operation future interests of all and increased capacity of the regional rail network, and this is Victorians expected to increase accessibility and reduce dependency on private vehicles and ease congestion along the Princes Freeway between Melbourne and Geelong in particular. The reservation of the land provides for the long-term protection of the land for the ongoing development of the Project. The Project can minimise its impact on the immediately impacted landowners subject to mitigation measures discussed in this and other specialist reports and reflected in the proposed planning control. Amenity impacts on nearby landowners and occupiers are being minimised and addressed where possible. Locating the facility adjacent to the already existing rail corridor will go some-way to reducing impacts. During detailed design, mitigation measures will be further developed to minimise residual impacts on nearby sensitive land uses.

6.1.3 Consistency with Ministerial Directions The amendment complies with the following relevant Ministerial Directions:

• Ministerial Direction No. 9 Metropolitan Strategy – the Amendment is consistent with the directions and policies of Plan Melbourne: Metropolitan Planning Strategy (DELWP, 2017) as detailed above and subsequently. • Ministerial Direction No. 11 Strategic Assessment of Amendments - the Amendment has been prepared in accordance with the Direction. • Ministerial Direction No. 15 The Planning Scheme Amendment Process – the Amendment will adhere to the steps outlined in the Direction. The Amendment has been prepared in accordance with the Ministerial Direction on the Form and Content of Planning Schemes under section 7(5) of the Planning and Environment Act 1987.

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6.2 State and Local Policy An assessment of the Project against relevant State and Local Policy is provided below. Appendix A contains a more detailed overview of the relevant State and Local Planning Policies, Strategies, Planning Controls and Permit Triggers for the Project. In summary, whilst there are very local impacts of the Project, planning is required to consider these and balance them against the impacts on the broader community. In this context, the assessment below supports the Project from this wider community perspective and also supports the mitigation measures proposed to limit the impact on more directly affected local parties. 6.2.1 Consistency with State and Local Planning Strategies The Project is consistent with key policies identified in key strategic policy documents, including: • Plan Melbourne 2017-2050, (March 2017), which identifies the role that the City of Greater Geelong and surrounding peri-urban Councils including Surf Coast Shire play in accommodating Victoria’s growing population and the need to plan for better connections to infrastructure and services. The Plan contains the following relevant Directions to guide the development of Victoria: - Direction 7.1 supports investment in Regional Victoria to support housing and economic growth by ensuring the right infrastructure and services are available to support the growth and competitiveness of regional and rural industries and their access to global markets. - Direction 7.2 seeks to improve connections between cities and regions and acknowledges the Regional Network Development Plan as the long-term plan for delivering a modern commuter-style service for Geelong • Victoria’s 30-year Infrastructure Strategy, (December 2016) which identifies that the Melbourne - Geelong alignment is currently nearing capacity and the need to improve regional passenger services through the procurement of regional rolling stock and the greater provision of stabling facilities in locations that result in an efficient, effective and resilient railway network. • Victoria’s Regional Statement, (November 2015) which acknowledges the Government’s commitment to the development of 21 new VLocity regional carriages to be built and a new train stabling and maintenance facility in Waurn Ponds. • The Regional Network Development Plan (May 2016) which identifies regional public transport priorities for Victoria. Geelong is situated within the Barwon South Region, which includes the regional cities of Geelong and Warrnambool. Key priorities for this region include additional services to Geelong and Warrnambool, a train every 40 minutes to Waurn Ponds from 7am to 7pm on weekends and planning for track duplication between South Geelong and Waurn Ponds. Network wide improvements identified within the Plan include the purchasing of an additional 27 VLocity carriages and delivery of supporting stabling infrastructure to boost capacity on the regional network. • G21 Regional Growth Plan, Implementation Plan, (November 2013) which covers the ‘Geelong G21 region’, which comprises the municipal areas of Colac Otway, Golden Plains, Greater Geelong, Queenscliffe and Surf Coast. The Plan identifies the opportunity to reduce traffic pressures on roads through improvements for both commuters and freight by rail, including improvements to passenger rail services between Geelong and Grovedale (immediately east of Waurn Ponds and north of Armstrong Creek). • The City of Greater Geelong Settlement Strategy (October 2018) aims to provide a framework for the settlement of Geelong and the surrounding region. The Strategy provides a number of directions in relation to housing development in the Waurn Ponds and Armstrong Creek areas, none of which include or are close to the location of proposed Project. 6.2.2 Consistency with the Planning Policy Framework The amendment supports the relevant policies of the Planning Policy Framework (PPF) as outlined below. In accordance with Clause 11 (Settlement), the Project supports the continued and improved functioning and expansion of the metropolitan train network and facilitates future investment in

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transport. The needs of existing and future communities are met through the provision of improved public transport as well as new employment opportunities. The Project is consistent with Clause 11.01-1S (Settlement) as it supports future sustainable growth through the provision of infrastructure to accommodate the increasing V/Line fleet. The Project will support the future growth of public transport infrastructure in Victoria particularly the Melbourne - Geelong corridor in accordance with Clause 11.01-1R (Settlement - Geelong G21). The project is expected to create more than 100 jobs during construction and approximately 40 ongoing positions once the Project is completed. The Project is a direct response to planned improvements in the transport network which will ultimately support the region’s and Melbourne’s economic growth. Furthermore, in accordance with Clause 11.02-1S (Supply of urban land), the Project will provide infrastructure to support the forecasted transport patronage demands of the G21 Region and metropolitan Melbourne. The location of the Project has been selected due to its proximity to existing train infrastructure and particularly to Waurn Ponds Railway Station. The Project can accommodate all of the requirements identified by RPV over the next fifty years. The development of the Project will be guided by appropriate measures to ensure that existing biodiversity within the site is protected and not detrimentally impacted in accordance with Clause 12.01-1S (Protection of biodiversity). In addition, mitigation measures will be implemented to ensure any significant Victorian biodiversity is appropriately removed or protected. The Project has been chosen to avoid or reduce where possible the environmental impact and the removal of native vegetation through design in accordance with Clause 12.01-2S (Native vegetation management). In accordance with the Guidelines for the removal, destruction or lopping of native vegetation, the three step approach to avoid, minimise and offset the removal of native vegetation will be implemented where possible. The Project will be designed to avoid, reduce and manage potential impacts while still providing a suitable design solution. This will be further supported by specific actions contained in an EMF to be implemented during construction of the Project in accordance with Clause 13 (Environmental Risks and Amenity). The location of the Project has considered the susceptibility to bushfire risk in accordance with Clause 13.02-1S (Bushfire planning). It has been identified that the land is not covered by a Bushfire Management Overlay however, is located within a bushfire prone area (based on the DELWP Bushfire Prone Area Maps). There are no inherent risks to or caused by the Project, although all development will be managed through the proposed Incorporated Document and comply with the Building Regulations 2006. In accordance with Clause 13.04-2S (Erosion and landslip), the Project will be designed to prevent erosion, landslip and other land degradation, through design development and vegetation planting. The ability to minimise interaction with sensitive receptors was one of the reasons the land was selected in accordance with Clause 13.05-1S (Noise abatement). The Project is separated from established and identified areas for future growth and is located close to existing rail services. Furthermore, the surrounding area in which the Project is located has a relatively low number of rural dwellings. Various mitigation measures are proposed to further limit the impact of the Project on these receptors. In accordance with Clause 13.06-1S (Air quality management), it is not expected that the Project and associated trains will result in excessive odour and dust discharges to air during operations due to appropriate mitigations and operational management. The Project has been designed in a manner that will limit the amount of agricultural land required for the Project. Any land not required for Stage 1 is proposed to be leased back to allow farming operations to continue, and other mitigation measures are proposed to further limit impacts on the single directly impacted farm. Impacts on agricultural land are therefore localised such that the broader agricultural land is not detrimentally impacted by the Project. In this manner, the Project seeks to ensure that impacts on agricultural land are minimised, in accordance with Clause 14.01-1S (Protection of agricultural land).

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The location of the Project has been chosen to ensure there is minimal impact on sustainable agricultural land use and the continued long term viability of these land uses in accordance with Clause 14.01-2S (Sustainable agricultural land use). In accordance with Clause 14.02-2S (Water quality), Water Sensitive Urban Design (WSUD) principles will be implemented for the treatment of stormwater on-site. In order to sustain and develop appropriate water management, on-site water harvesting, water re-use and recycling and, the construction of a retarding water base will be developed where possible. The location of the site is within close proximity to the existing railway corridor infrastructure. However, in order to minimise the visual impact on nearby sensitive land uses and the broader, rural environment, design measures will be implemented, such as landscaping, to minimise visual impact on sensitive land uses in accordance with Clause 15.01-1S (Urban design). In accordance with Clause 15.02-1S (Energy and resource efficiency), the Project will seek to incorporate environmental controls to reduce greenhouse gas emission from buildings and works during construction and the future operation of the land. There are no Aboriginal places registered within the Project Land and an inspection of the land concluded that a CHMP is not required for the works in accordance with Clause 15.03-2S (Aboriginal cultural heritage). The Project will cross areas of Aboriginal Cultural Heritage Sensitivity within the Wider Project Land, and specifically further west of Pettavel Road, therefore a CHMP will be prepared separate to this Amendment. In accordance with Clause 17 (Economic Development) the Project will contribute to a strong and innovative economy by improving the operation of the public transport network, specifically along the Melbourne - Geelong corridor. This will benefit the local community but also will have a positive effect on the Geelong region and Victoria’s rail network as a whole, which will in turn benefit the State. In accordance with Clause 18.01-1S (Land use and transport planning), Clause 18.01-2S (Transport system), Clause 18.01-2R (Transport system – Geelong G21) and Clause 18.02-2S (Public Transport), the Project will assist in improving the operation of the public transport network, specifically along the Melbourne - Geelong corridor. This Project contributes to a broader co-ordinated roll-out of improvements in order to increase the capacity of the rail corridor to meet future demands of transport infrastructure. The Project will assist with the restructuring of the broader rail network for the Melbourne – Geelong corridor, thereby increasing the efficiency of the entire rail system. 6.2.3 Consistency with the Greater Geelong Planning Scheme Local Planning Policy Framework The Project has been assessed against the provisions of the Greater Geelong Planning Scheme. Whilst it is noted that the project also impacts land within the Surf Coast Shire, the majority of the Project Land is within the City of Greater Geelong. In accordance with Clause 21.01 (Introduction) the Project will provide the delivery of additional rail services to Geelong and the broader region and contributes positively to the vision of Greater Geelong City Council. The Project is consistent with the key elements of Clause 21.02 (City of Greater Geelong Sustainable Growth Framework), and specifically ‘building sustainable infrastructure’. The Project will contribute to developing a comprehensive and accessible public transport network and assist in providing infrastructure to meet future demands. The Project, given its nature, is appropriate in regards to its location, size and proximity to the existing rail infrastructure. Additionally, in accordance with Clause 21.04 (Municipal Framework Plan) the Project Land and Wider Project Land for the Project are located beyond existing and identified future urban areas. The Project will be developed to ensure the protection and enhancement of existing waterways within the site in accordance with Clause 21.05-2 (Waterways). Furthermore, the mitigation measures proposed will ensure the construction will not detrimentally impact waterways in the broader vicinity of the site. In accordance with Clause 21.05-3 (Biodiversity), the Project will be designed to ensure the development and subsequent use will protect the biodiversity within and surrounding the site through the use of appropriate mitigation measures.

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The Project will endeavour to ensure principles are incorporated in relation to energy efficiency, WSUD and, water and energy supply systems which would meet Clause 21.05-6 (Natural resource management). Although the Project Land is not covered by a Bushfire Management Overlay, it is classified as a Bushfire Prone Area pursuant to the DELWP Designated Bushfire Prone Area Maps. In accordance with Clause 21.05-8 (Wildfire), the Project will be managed through the proposed Incorporated Document and all buildings will comply with the Building Regulations 2006. In accordance with Clause 21.07-1 (Key issues and influences) and Clause 21.07-5 (Rural Areas), the development and operation of the Project will ensure the use of land within the broader vicinity is not compromised or detrimentally impacted. In particular the Project will ensure impact to the existing farming operations at 255 Reservoir Road, Waurn Ponds is minimised. The Project is a State significant transport improvement project and will support future demands expected along the Melbourne - Geelong corridor. The land to be reserved for the Project provides the opportunity to develop existing train networks and capabilities whilst ensuring there are minimal impacts on surrounding sensitive land uses in accordance with Clause 21.08-2 (Transport). The Project will facilitate improvements to services along the Melbourne - Geelong corridor and subsequently, improve access within the G21 region and the broader Victorian region in accordance with Clause 21.08-5 (Accessibility). Clause 22.05 (Agriculture, Rural Dwellings and Subdivision) and Clause 22.64 (Discretionary Uses in Rural Areas) relates to land zoned for farming purposes and land zoned Farming and Rural Conservation Zones respectively. The land selected has been chosen for a number of reasons including its close proximity to existing railway corridor infrastructure and ensuring minimal impact on the farming character of the area. Furthermore, the existing agricultural use of the property will be able to continue as a result of the Project. The Project is consistent with Clause 22.64 (Discretionary Uses in Rural Areas) as it is not plausible for the use and development of the Project to be catered for in an urban area. Furthermore, the location of the Project minimises the impact on surrounding agricultural land. As noted above the existing agricultural use of the property will be able to continue. 6.2.4 Consistency with the Surf Coast Planning Scheme Local Planning Policy Framework The Project is generally consistent with Clause 21.01 (Introduction), as the Project will help to improving public transport services between Waurn Ponds and Melbourne, thus helping to address key issues identified in the clause, such as improving the accessibility of the Shire to Geelong and Melbourne. In accordance with Clause 21.02-2 (Objectives), the Project will build on the existing transport system and contribute towards reducing car dependence for residents in the Shire travelling to Geelong and Melbourne. The Project will meet the objectives of Clause 21.03 (Environmental Management) by undertaking appropriate measures to ensure that the development of the Project does not result in adverse consequences on the natural and man-made environment. The Project is considered to be consistent with the objectives and strategies of Clause 21.06 (Rural Landscape) as the Project will be located south of the existing railway corridor to minimise visual impacts from surrounding areas. Visual impacts of the Project will be further mitigated through landscaping and built form treatments.

6.3 Zoning, Overlays and particular provisions. The Project Land is located entirely within the Farming Zone (FZ). The Wider Project Land is located in the FZ, Public Use Zone Schedule 4 (PUZ4), the General Residential Zone Schedule 1 (GRZ1), the Public Use Zone Schedule 1 (PUZ1), the Road Zone Category 1 (RDZ1), the Special Use Zone Schedule 7 (SUZ7) and the Urban Growth Zone Schedule 3 (UGZ3).

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The Wider Project Land is partially affected by the Vegetation Protection Overlay 1 (VPO1) and the Land Subject to Inundation Overlay (LSIO). T the Wider Project Land is also affected by Areas of Aboriginal Cultural Heritage Sensitivity west of Pettavel Road. Particular Provisions that apply or may apply to the Project include Clause 52.05 (Signs), Clause 52.06 (Car Parking), Clause 52.17 (Native Vegetation Removal) and Clause 52.34 (Bicycle Facilities). By virtue of the land use and proposed buildings and works, the Project would ordinarily require planning permission under the zoning and overlays that affect the Project and the Wider Project Land, as well as under relevant particular provisions. An analysis of the relevant zone, overlay and particular provisions is contained within the Planning Controls and Permit Requirements Report at Appendix A.

6.4 Implications for the Responsible Authority It is anticipated that the introduction of a tailored and project specific Incorporated Document (discussed further in Section 7.3) will facilitate the development of the Project and reduce the administrative costs that would otherwise affect the Project. The implementation of the new planning provisions will have minimal impact on the resource and administrative costs of the Responsible Authority in administering and enforcing the Incorporated Document. Additionally, the application of a Public Acquisition Overlay will provide a level of certainty for the proponent, community, government agencies and developers in terms of the location of the Project and the future use of the land.

6.5 Response to Environmental, Social and Economic Effects Environmental Impacts As identified in Section 4.2, an Ecological Assessment has been prepared for the Project which assesses potential impacts and makes recommendations that will manage those impacts during the design, construction and operation of the Project. The proposed Incorporated Document (discussed further in Section 7.3) requires an EMF to be prepared to establish targets and objectives for environmental management for the Project, consistent with relevant standards relating to noise and air quality. Given the location of the proposed train maintenance and stabling facility within agricultural surroundings and proposed design including fencing and lighting to ensure no public access to the Site, exposure of the human community to severe or chronic health or safety hazards is considered unlikely. The EMF will also be prepared to guide the construction of the Project consistent with relevant standards relating to noise and air quality. As identified in Section 4.3, there are no Historic heritage places registered within the Project Land. Further, the Project Land is not within an area of Aboriginal Cultural Heritage Sensitivity. The Wider Project Land will cross areas of Aboriginal Cultural Heritage Sensitivity along the rail corridor west of Pettavel Road and near Ghazeepore Road. A CHMP is currently being prepared for the Project. As identified in Section 4.5, a Stormwater Management Plan has been prepared to demonstrate how the development of the Project affects flooding, water quality and drainage. The recommendations of that Plan will be considered throughout the design and development of the Project to ensure minimal impact to flood, water quality and drainage. Lighting for the project will be designed to ensure that light spill is managed to acceptable levels, and that mitigation measures and design features are proposed to address potential impacts as outlined in Section 4.6. The Bushfire Assessment undertaken for the project concludes that any identified risk can be acceptably mitigated through protection measures, which have been included in the Incorporated Document. The Transport Impact Assessment outlined in Section 4.8 undertaken as part of the preparation of the Amendment concludes that the overall traffic impact of the Project is expected to be minimal, and that

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the Incorporated Document can address mitigation measures throughout construction and operation phases of the Project. A Noise Assessment has been prepared for the Project (refer Section 4.9). The proposed Incorporated Document and the design and development of the Project are informed by specialist investigations and ensure the construction and operation of the Project is consistent with relevant EPA guidelines. As identified in Section 4.10, a Landscape and Visual Impact Assessment has been prepared for the Project to understand the impact of the Project on the landscape and existing sensitive viewpoints. The findings of the assessment will inform the conditions of the proposed Incorporated Document and the subsequent design and development of the Project to minimise impacts on directly and indirectly affected landowners visually. Social Impacts A Social Impact Assessment has been prepared (refer Section 4.11) to assess the impact of the Project on key social receptors. The recommendations of the assessment inform the conditions of the Incorporated Document and subsequently will inform the design and development of the Project to minimise impacts on directly and indirectly affected landowners. Economic Impacts As identified in Section 2.0, the Project is located within the G21 region. The G21 region is a significant rural, residential and tourist area with a mix of industrial and commercial land uses supporting this local and regional economy. It is anticipated that the Project will result in employment and productivity benefits at both a State and regional level to both the G21 Region and Victorians generally through improved capacity, accessibility and reliability of the regional rail network. Combined with other commitments to upgrade the Melbourne - Geelong corridor, the Project would contribute to upgrading the regional railway network’s busiest railway corridor by boosting capacity. It is anticipated that improvements to services along the Melbourne - Geelong corridor will better connect the region to employment opportunities and assist in easing congestion and reducing travel times for those living in Melbourne’s Western Corridor and the G21 Region. In addition, it is expected that improved services will encourage greater use of public transport within the G21 Region. At a local level, it is also anticipated that the Project will create up to 100 construction jobs, with 10 permanent staff required to operate the Stage 1 facility and 40 staff for Stage 2. This excludes other indirect employment opportunities. As identified in Section 4.1 an Agricultural Impact Assessment has been undertaken to understand the impact of the Project on the affected farming landowners.

6.6 Transport Integration Act 2010 The Amendment is likely to have a positive impact on the transport system as defined in section 3 of the Transport Integration Act 2010. As described below, the Amendment addresses key transport system objectives and decision-making principles set out in Part 2, Divisions 2 and 3 of the Transport Integration Act 2010:

Division 2 – System Objectives • S8 Social and Economic Inclusion: The Project will support social and economic inclusion by increasing the capacity of the rail network and thereby expanding opportunities for access to social and economic opportunity for communities in the G21 region. • S9 Economic Prosperity: The Project will support economic prosperity in the region by creating jobs and facilitating easier access to employment opportunities locally and beyond. • S10 Environmental Sustainability: Comprehensive environmental investigations and assessments of Amendment GC104 have resulted in a Project that will minimise its impact on the natural environment. The Project will also promote efficiency in the overall transport system of the

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region and support the development of the train system which is a sustainable transport option for Victorians. • S11 Integration of Transport and Land Use: The Project Land is adjacent to an existing railway corridor, thereby maximising integration with the existing rail operations. The Project will also be located away from established residential areas, within a rural area with a small number of affected residents. Its impacts will also be managed through the proposed Incorporated Document. • S12 Efficiency, Coordination and Reliability: The Project is expected to deliver a more efficient and reliable regional rail network, including facilities to house and maintain new trains. • S13 Safety and Health and Wellbeing: The Project will be located away from urban areas to minimise potential impacts. Appropriate measures will be further developed during detailed design to mitigate residual impacts on sensitive land uses. Division 3 – Decision-Making Principles • S15 Principle of Integrated Decision Making: There has been coordination between DELWP, PTV, RPV, the City of Greater Geelong, the Surf Coast Shire and other agencies. • S16 Principle of Triple Bottom Line Assessment: The economic, environmental and social factors that may affect the Project have been considered through the various technical reports that have been prepared to inform the Amendment. • S17 Principle of Equity: Improved transport infrastructure will be provided to increase train and network efficiencies. These train services are available to all persons, and they provide transport opportunities to those who may not have alternative options such as ownership of a private vehicle. • S18 Principle of the Transport System User Perspective: The transport system upgrades facilitated by the Project will improve the public transport experience for users of the regional rail network. • S19 Precautionary Principle: The precautionary principle has been followed in the development of the Project by careful evaluation to avoid serious or irreversible damage to the environment wherever practicable. • S20 Principle of Stakeholder Engagement and Community Participation: The proposed amendment has and will continue to be supported by an appropriate consultation strategy which will include consultation with the affected landowners, nearby residents, local community and relevant agencies. • S21 Principle of Transparency: The amendment process is envisaged to comprise a further stakeholder consultation process to continue transparency in the development of the Project. All relevant parties will be advised of the proposed amendment.

6.7 Land Use Planning Impacts Having regard to relevant policy, the provisions of the relevant Schemes, the various specialist investigations, and consultation inputs, the Project requires consideration from a number of land use planning perspectives, including: • The impact on the orderly and proper planning of the area. • Amenity impacts. 6.7.1 Impact on the orderly and proper planning of the area The G21 Region has a diversified economy which traditionally has strengths in agriculture, manufacturing, construction and tourism. It now has a clear strength as a fast growing urban community. Planning decisions needs to consider and balance these sometimes competing land uses and their impacts.

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Infrastructure such as that proposed as part of this Project is part of the engine room of that urban area, and without this and other required infrastructure upgrades, the functioning of the Region would suffer. It is not uncommon for activities such as the one proposed to be located on the periphery of an urban area adjacent to or near existing major road and rail infrastructure. They are also often very location specific – be that related to the location of a rail line, suitable land form, or the location of sub-surface resources. Further, sites within an existing urban area that are capable of accommodating the requirements or needs of such facilities are rare, and have the potential to generate significantly more land use conflicts. Waurn Ponds is also an area within the G21 Region that is recognised for the need to support the development of agriculture. Furthermore, as discussed in Clause 22.05 (Agriculture, Rural Dwellings and Subdivision), ‘agriculture is and will continue to be the main rural land use in all non- urban parts of the municipality.’ It is therefore understood that the Project land forms a part of a broader agricultural precinct which has significance within the region. With constant pressure for urban growth, be it for housing or other activities, impacts on the agricultural use need to be carefully balanced and managed, noting that agricultural land itself is also a somewhat finite resource. In this context, and considering this localised impact as discussed in the Agricultural Impact Assessment (refer Section 4.1), the Project impacts a small percentage of viable agricultural land within the Region. While the grazing land proposed for acquisition the Project ultimately makes up 61 hectares or about 9% of the current farming business, the balance of the farm can continue to operate following the loss of this land. Again, while it is expected that the Project would have an impact on the existing agricultural land use, the Agricultural Impact Assessment and the Social Impact Assessment separately conclude that these can be managed and are acceptable in the context of the Project. An additional impact the Project will have on this farming business is the further severance of the key farm infrastructure to the north of the existing railway corridor to the rest of the property, south to the existing railway corridor. In Stage 1, this is intended to be mitigated by ensuring that the Project layout protects the use of the existing farm crossing. It is expected that the Stage 2 development would disable this use but that there would be a relocated farm laneway crossing of the rail corridor to allow for livestock and light vehicles to cross the rail corridor. The Project (in Stage 1) will also remove the existing Bogans Lane stock crossing. It is expected that this will be reinstated further south of the Project Land. It is noted that the Project is staged and that Stage 1 is expected to be delivered by 2021 and that the delivery of Stage 2 is subject to availability of funding, procurement and cascade strategy of rolling stock for the Geelong corridor, and may be delivered in stages. Stage 1 is expected to include the proposed acquisition of 61 hectare of land, however Stage 1 only requires 11 hectares of this land to be used. Stage 2 requires the full 61 hectares including landscaping and areas for drainage. In addition to the various mitigation measures outlined in Section 4.0, impacts to agricultural land use can be reduced if unused land is leased back to the Farming business during Stage 1. Additionally, the Project will not compromise the use surrounding agricultural land uses in that the Wider Project Land does not include additional agricultural land outside of the property at 255 Reservoir Road, Waurn Ponds and that the works proposed within this area are not considered detrimental to the nature of prevalent agricultural land uses. Overall, whilst it is acknowledged that the Project will result in localised impacts, the benefits that the Project as a whole will bring are significant to the locality, region and State. 6.7.2 Amenity impacts The Project Land and Wider Project Land already comprise part of an increasingly peri-urban environment that is not solely agricultural. The Melbourne – Warrnambool rail corridor, the Boral Quarry and Cement Works, Mt Duneed Estate, the Geelong Ring Road and Princess Highway and the

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emerging growth areas all influence this environment. This broad picture is also supported by the Landscape and Visual Impact Assessment (refer Section 4.10). Further, farming activities that take place within the Farming Zone, and the structures required to support them, are a product of the primary purpose of the land and can also take many forms at various stages across the year, and they may change in the future as farming practice changes, particularly if they are uses that are likely to intensify. In this context, the Project is not expected to detract from the general amenity of the area now or into the future, and is considered as an acceptable use within the landscape. Nevertheless, the Project may have a variety of amenity impacts and these are discussed below. 6.7.2.1 Noise Impacts of the Project in relation to noise are outlined in the Noise Assessment (refer Section 4.9). The Noise Assessment predicts exceedances to the Recommended Maximum Noise Levels during start-up operations during the early hours of the morning. Consequently, a range of mitigation options have been considered. The mitigation measure considered most appropriate for the site is off- reservation treatment consisting of architectural treatment to nearby residences. These treatments would typically consist of: • Upgraded sealed glazing • Door seals • Sound insultation in the roof cavity • Treatment to air-vents • Provision of ventilation fans • Increase mass density of façade / ceiling In addition, the replacement of the older N-class locomotives and replacement with newer rolling stock such as VLocity expected over time will further reduce noise from the operation of the Site. 6.7.2.2 Air Quality The Project would create limited localised emissions to air during construction and operation due to the use of dust suppression and stormwater controls within the parameters of relevant EPA (1991 and 1996) guidelines. 6.7.2.3 Landscape and Visual Impact The Landscape and Visual Impact Assessment (refer Section 4.10) has assessed the impact of the Project. The assessment from these receptor points found that the Project would introduce clearly perceptible change which will have impacts to certain receptors. The Assessment makes a number of recommendations regarding the introduction of mitigation measures which would reduce this effect to acceptable levels and provide for a manageable and appropriate outcome. 6.7.2.4 Traffic The Transport Impact Assessment (refer Section 4.8) assessed the impact of the Project in terms of vehicular and rail traffic and finds that the overall traffic impact of the Project is expected to be minimal. It is not expected that any users of the roads surrounding the Project Land or the rail crossing at Reservoir Road will be significantly impacted by the Project. 6.7.2.5 Lighting The Lighting Design Requirements and Recommendations assessment (refer Section 4.3) assessed the potential impact of the Project and made recommendations to minimise any impacts. The main amenity impact in relation to Lighting is that of the Project being a 24 hour Facility. This is also noted in the Landscape and Visual Impact Assessment (refer Section 4.10), and recommendations to minimise impacts are proposed within both assessments that will ensure an acceptable, manageable and appropriate outcome for any potentially affected receptors or road users.

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6.7.3 Conclusion The land use planning impacts of the Project, including the impact on the orderly and proper planning of the area and amenity are considered acceptable, appropriate and manageable now and into the future. This is particularly relevant in consideration of the significance of the Project, the benefits it will bring for the region, the localised nature of the impact on agricultural land and the manageable impacts on amenity. The Project should be supported subject to the consideration of the mitigation measures recommended, particularly with regard to minimising the impact of the Project on the viability and amenity of the existing farming operation and dwelling at 255 Reservoir Road, Waurn Ponds.

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7.0 Proposed Planning Scheme Amendment GC104

7.1 Planning Context Proposed Amendment GC104 to the Greater Geelong and Surf Coast Planning Schemes will introduce a Project specific Incorporated Document and a Public Acquisition Overlay to facilitate the Project. The Project might normally be defined as a Railway under the VPPs (including components Service Industry, Utility Installation and Road land uses and ancillary infrastructure). As noted in Section 6.3, by virtue of the land use and proposed buildings and works, the Project would ordinarily require planning permission under the zoning and overlays that affect the Project and the Wider Project Land, as well as under relevant particular provisions. The need to secure individual approvals under each of these zone and overlay controls is removed by the introduction of the Incorporated Document and Public Acquisition Overlay.

7.2 What does the proposed Amendment GC104 do? Proposed Amendment GC104 draws together all requisite planning approvals and considerations into one consolidated mechanism, simplifying the assessment and approvals process and reducing the administrative burdens on the relevant responsible authorities and key stakeholders. The Incorporated Document to be introduced by Amendment GC104 also includes a variety of mechanisms which manage the impacts of the use and development of the Project and its impacts on adjoining and nearby land. Amendment GC104 proposes to address the planning permit requirements in a single, site and Project specific planning control. In addition, the Amendment allows the Project to be considered as a whole and avoids the necessity for separate approval processes within the City of Greater Geelong and the Surf Coast Shire. The proposed Amendment GC104 will: • Apply the Public Acquisition Overlay (PAO) to part of 255 Reservoir Road, Waurn Ponds by amending the Schedule to Clause 45.01 (PAO) to the Greater Geelong Planning Scheme to allow the land to be acquired by the Secretary to DoT for the purpose of the Project. • Apply the Specific Controls Overlay (SCO) by inserting Clause 45.12 and an associated Schedule to the Schemes to allow the use and development of land for the purpose of the Project in accordance with the Waurn Ponds Train Maintenance and Stabling Facility Project Incorporated Document, June 2019 (Incorporated Document). In addition, the Schedule to Clause 51.01 (Specific Sites and Exclusions) to the Schemes will be amended to insert the Incorporated Document. • Amend the Schedule to Clause 72.01 (Responsible Authority for this Planning Scheme) to the Schemes to make the Minister for Planning the Responsible Authority for the purpose of the Project. • Amend the Schedule to Clause 72.03 (What does this Scheme Consist Of?) to the Schemes by inserting the PAO and SCO maps. • Amend the Schedule to Clause 72.04 (Documents Incorporated in this Planning Scheme) to the Schemes to insert an incorporated document titled Waurn Ponds Train Maintenance and Stabling Facility Project Incorporated Document, June 2019. Amendment GC104 will provide: • the approval for the use and development of the Project; • the mechanism to acquire additional land and compensate affected parties in accordance with the Land Acquisition and Compensation Act 1986.

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The acquiring authority will be the Secretary to DoT. The Secretary is empowered to compulsorily acquire land pursuant to section 36 of the Transport Integration Act 2010, subject to the approval of the Minister for Public Transport.

7.3 The Incorporated Document The planning controls set out in the proposed Incorporated Document permit and facilitate the use and development of land (specifically the Project Land and Wider Project Land) for the purposes of the Project, subject to conditions. A copy of the proposed Incorporated Document, Explanatory Report and Ordinances to the amendment are included in Appendix B. The controls set out in the proposed Incorporated Document have considered a wide range of matters, including the nature and expected characteristics of the proposed use and development, relevant objectives of planning in Victoria, the Planning Policy Framework, and environmental, social, and economic effects. It has been informed by consultation undertaken to date with both Councils and other key stakeholders as outlined in Section 5.0. It also responds to the findings and the management actions identified by the specialist investigations as outlined in Section 4.0 and the planning considerations outlined in Section 6.0. Particularly, the proposed Incorporated Document which will govern development of the Project includes specific conditions relating to (but not limited to): • An Environmental Management Framework (EMF); • A Development Plan; • Native Vegetation; and • Floodplain Management. The proposed Incorporated Document also allows for the staging of the Project, amendment of plans and documentation, and preparatory and other works to be undertaken prior to the preparation and approval of the above listed plans and documents. 7.3.1 Environmental Management Framework The proposed Incorporated Document requires the preparation of an EMF. This approach has been taken to ensure that environmental management during construction is adequately addressed in the site-specific provision without burdening planning schemes with matters that are usually managed through other means. The EMF will be prepared to the satisfaction of the Minister for Planning and be prepared in consultation with the City of Greater Geelong and Surf Coast Shire Council and will include: • A summary of key construction methodologies • An overarching framework for site-specific or works-specific measures to reduce and manage environmental and amenity effects during construction of the Project, including Environmental Management Requirements in respect of: - Noise, light spill and site access during construction; - The process and timing for the preparation of a Construction Environment Management Plan and any sub-plan that is required; and - Measures to minimise the impact to native fauna during removal of native vegetation. • A summary of the consultation that informed the preparation of the EMF and a summary of the proposed ongoing engagement during construction; and • A summary of the performance monitoring and reporting processes during construction.

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7.3.2 Development Plan The proposed Incorporated Document requires a Development Plan be prepared for the development within the Project Land to the satisfaction of the Minister for Planning and in consultation with the City of Greater Geelong and Surf Coast Shire Councils. It is to include (among others): • Site layout plan/s; • Site levels; • Architectural plans including elevations, and a schedule of materials; • On-site landscaping details including a planting schedule, having regard to management of bushfire risk; • A report that demonstrates operational off-site amenity impacts will be acceptable to the satisfaction of the Minister for Planning and which: - Identifies potential off-site acoustic impacts, light spill and visual amenity impacts of the proposed design at dwellings existing at the date of the approval of this Incorporated Document during operation of the facility. - Identifies traffic and site access impacts during operation of the facility; - Identifies design features or mitigation measures proposed to address the potential impacts, including any offers of off-site works or off-site landscaping to be made to the owner of any such dwelling; - Sets out the outcome of impact assessments taking into account the proposed design and mitigation measures; - Specifies any management measures that are to be complied with during operations; and - Summarises performance monitoring and reporting processes, including auditing to ensure environmental and amenity effects are managed during operation of the Project. • Details of any other works related to replacement or reinstatement of farming infrastructure or related to farming operations on adjoining land, including vehicle access and rail crossings as relevant. 7.3.3 Native Vegetation To comply with the principles of the Guidelines for the removal, destruction or lopping of native vegetation (DELWP, December 2017) (the Guidelines), the proposed Incorporated Document includes a condition requiring that information about the native vegetation to be removed is provided to the Secretary to DELWP in accordance with Application Requirements 1, 5 and 9 of the Guidelines, prior to the removal of native vegetation (other than for preparatory works). Further, the offsetting for the removal of native vegetation associated with the Project, must be in accordance with the Guidelines and provided to the Secretary to DELWP, prior to the removal of native vegetation (other than for preparatory works). 7.3.4 Floodplain Management Buildings and works for the Project must be undertaken to the satisfaction of the relevant floodplain management authority where, but for the Incorporated Document, the relevant floodplain management authority would be a referral authority to the proposed buildings and works. 7.3.5 Other Conditions In addition, the proposed Incorporated Document contains the following conditions: • The use and development of the Project may be undertaken in components or stages; • Each action, plan or other document required by Clause 5 of the proposed Incorporated Document must be completed or approved (as applicable) before commencement of works for that component or stage; and

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• The plans and documentation may be amended from time to time to the satisfaction of the Minister for Planning or relevant approving authority. In deciding whether a plan or document is satisfactory or whether to consent to an amendment to a plan or document, the Minister for Planning or relevant approving authority may seek the views of any relevant Council or any other relevant authority. 7.3.6 Preparatory and Other Works The proposed Incorporated Document also allows for the use and development of the land described in the proposed Incorporated Document for certain preparatory buildings and works and associated Native Vegetation removal prior to the approval of applicable plans and other documents. 7.3.7 Expiry The controls in the proposed Incorporated Document will expire if the development allowed by the controls are not started by 31 December 2022, or if the development is not completed by 31 December 2032. These periods may be extended by the Minister for Planning if a request is made in writing.

7.4 Is this approach appropriate? The most efficient and effective way for the Project to proceed through the planning system is a planning scheme amendment to introduce the approvals framework for the Project. Ordinarily, the uses and buildings and works proposed by the Project would require a planning permit. Other project activities, relating to buildings and works and removal of native vegetation may also give rise to permit requirements under various overlays and specific requirements. Approvals would be required from two planning authorities, whist also coordinating the inputs of various agencies and other stakeholders. Whilst planning approval could be pursued by way of a rezoning, or by way of individual planning permits, the nature of projects such as this benefits from a coordinated approach. A coordinated approach provides certainty given the significance of the Project, the different requirements of the Project Land and Wider Project Land and the complexity of the number and nature of relevant stakeholders. This path forward is not uncommon for and has proved effective with regards to other similar projects. The proposed Amendment will streamline the design and development of the Project to ensure delivery of this important piece of infrastructure without undermining or diminishing the planning considerations, concerns or rights of affected stakeholders. It is considered appropriate that the Minister for Planning fulfil the role as Responsible Authority for this Amendment, reflecting importance, scale, complexity and State significance of this infrastructure.

7.5 The use of the Public Acquisition Overlay The PAO15 is proposed to apply to part of each of the eight land parcels listed in Table 7, below. The various land parcels all comprise part of the farming business at 255 Reservoir Road, Mt Duneed. The PAO15 area includes land at 255 Reservoir Road, south of the railway corridor for 350 metres and north of the railway corridor for 50 metres (refer Figure 6). The PAO north of the rail corridor is required for the relocated crossing associated with Stage 2 of the Project. It is anticipated that only a small portion of this land will be required, subject to the determination of the ultimate location of the farm laneway crossing of the rail corridor as part of Stage 2 of the Project. Including the northern portion of the PAO over the entire width of the property maintains flexibility to facilitate ongoing engagement with the landowner and V/Line in relation to the crossing. As noted in Section 5.0, PTV and RPV have been in communication with the affected landowners for several years.

Table 7 Public Acquisition Overlay Affected Land

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Certificate of Title Address Parties Affected Lot 1, TP958840 255 Reservoir Road, Waurn The Landowners Ponds Lot 2, TP958840

Lot 3, TP958840 Lot 4, TP958840 Lot 1, TP958844 Allotment G Section 24 Parish of Duneed Lot 1, TP117996F Barwon Region Water Corporation Lot 2, TP117996F

The proposed use of the PAO is entirely consistent with the purpose of this provision in the Victorian Planning Provisions. It is a specific tool designed to identify and reserve land for a public purpose, to facilitate the land acquisition process and to allow for the viable use of land in the interim, whilst ensuring that changes to the use or development of the land do not prejudice the ultimate purpose for which the land is to be acquired.

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Figure 6 Proposed PAO15 Including Dimension

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8.0 Conclusion This report has outlined the planning considerations associated with the Project and the proposed planning scheme amendment required to facilitate the Project. The Project and the proposed Amendment is considered consistent with relevant policies and strategies of the Planning Policy Framework. The Project will deliver substantial benefits to the Region, including: • Infrastructure improvements responding to the need identified in various planning and infrastructure policies and strategies to respond both to future strategic planning direction and existing capacity challenges in the region. These benefits include ongoing improvements in service levels allowing for an increased fleet size, additional services to be added south of Geelong Station to serve the southern growth corridor of Geelong and allowing trains to be stabled close to where they are needed in service, minimising empty running; and • Supporting the planned growth of the G21 Region as envisaged in Plan Melbourne 2017-2050 (March 2017) and other significant strategic plans, and the achievement of the economic, social and environmental drivers of those policies, The Project will support the provision of an accessible, efficient and reliable rail for the G21 Region, and in particular the growth areas south of Geelong. The Project also takes advantage of the location of existing rail infrastructure, being the existing Melbourne – Warrnambool rail line which currently runs through the Project land at 255 Reservoir Road. Overall, whilst it is acknowledged that the Project will result in localised impacts, the benefits that the Project as a whole will bring are significant to the locality, region and State. Local impacts are predominantly amenity based, with potential land use impacts being experienced at 255 Reservoir Road due to the loss of 61 hectares of agricultural land. These impacts can be mitigated and will not compromise the use of surrounding agricultural land. The Project is considered appropriate from a land use planning perspective subject to a number of mitigation actions recommended across the variety of impact assessments undertaken for the Project and which have been incorporated into the preparation of the Amendment, and particularly in relation to 255 Reservoir Road. The Amendment process is considered an efficient and effective method of managing the planning approval of the Project, particularly given the context and significance of the Project. In summary: • The Project is consistent with and supports the delivery of relevant planning policy and the benefits of achieving that policy. • The Project will have local land use and amenity impacts which can be reduced and appropriately managed by the application of various mitigation measures summarised in this report. • The proposed use of and approach being undertaken by Amendment GC104 is appropriate for the Project.

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Appendix A

State and Local Planning Policies, Strategies, Planning Controls and Permit Triggers

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Appendix A State and Local Planning Policies, Strategies, Planning Controls and Permit Triggers

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Appendix B

Proposed Incorporated Document, Explanatory Report and all relevant Ordinances to the Amendment

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Appendix B Proposed Incorporated Document, Explanatory Report and all relevant Ordinances to the Amendment

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